/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090423.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 23, 2009, Vol. 13, No. 111 Headlines 1806 HOLDINGS: Case Summary & 10 Largest Unsecured Creditors 24 HOUR: S&P Changes Outlook to Negative; Affirms 'B' Rating 27 ORCHARD: Voluntary Chapter 11 Case Summary 6252 JOYCE: Voluntary Chapter 11 Case Summary 750 GARLAND: Case Summary & 20 Largest Unsecured Creditors ABITIBIBOWATER INC: ACI Seeks Recognition of CCAA Case ABITIBIBOWATER INC: ACI's Voluntary Chapter 15 Case Summary ABITIBIBOWATER INC: Court Approves Amended Securitization Program ABITIBIBOWATER INC: Gets Green Light to Use Lenders' Collateral ABITIBIBOWATER INC: Quebec Court Grants Protection Until May 14 ABITIBIBOWATER INC: Terms of $600MM Fairfax and Avenue DIP Loan ALERIS INTERNATIONAL: To Sell Interests in Two Private Aircraft AMERICAN HOUSING: Involuntary Chapter 11 Case Summary AMERICAN LAFRANCE: Closing Two Plants By End of May B & C CORP: Can Access Fifth Third Cash Collateral Until May 22 B & C CORP: Section 341(a) Meeting Scheduled for June 3 BALLY TOTAL: Seeks to Expand Scope of Deloitte's Tax Work BALLY TOTAL: Panel Gets Green Light to Hire Garden City BALLY TOTAL: Court Okays Insurance Premium Agreement with AON BARCELONA LLC: Case Summary & 12 Largest Unsecured Creditors BARRINGTON BROADCASTING: Cut by S&P to SD on Debt Buy at 83% Off BI-LO LLC: $125MM Lifeline Arranged by GE, Top DIP Lender in 2008 BLUE SINK: Voluntary Chapter 11 Case Summary BOMBARDIER INC: S&P Affirms Corporate Credit Rating at 'BB+' BROCCO DEVELOPMENT: Voluntary Chapter 11 Case Summary BROKER DEALER: Case Summary & 8 Largest Unsecured Creditors BRUSHFIELD 2007-1: Writedowns Cue S&P's Note Rating Cut to 'D' BUFFETS HOLDINGS: Court Confirms Plan of Reorganization CANWEST GLOBAL: Senior Lenders & 8% Noteholders Extend Waivers CHARLES COX: Voluntary Chapter 11 Case Summary CHARLES TURNER: Voluntary Chapter 11 Case Summary CHARTER COMM: Wins Final OK to Limit Trading In Stock to Keep NOLs CHISHOLM PROPERTIES: Voluntary Chapter 11 Case Summary CHRISTIAN HEYER: Voluntary Chapter 11 Case Summary CHRYSLER FINANCIAL: Moody's Downgrades Corp. Family Rating to 'Ca' CHRYSLER LLC: Moody's Downgrades Corporate Family Rating to 'C' CHRYSLER LLC: Treasury Proposes 22% Payment & 5% Stake to Lenders CHRYSLER LLC: Bankruptcy Filing 95% Probable, CSM Analyst Says CHRYSLER LLC: Should Avoid Liquidation, Michigan Lawmakers Say CIRCUIT CITY: Bid Protocol Approved; Auction Sale Set for May 11 CITIGROUP INC: Investors Rebuke Directors on Losses COLBY MANAGEMENT: Voluntary Chapter 11 Case Summary COMMERCIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors CONDO USA: Voluntary Chapter 11 Case Summary COURIER TRANSPORTATION: Voluntary Chapter 11 Case Summary DAYTON SUPERIOR: Bondholders Group Offers Loan "Superior" to GE's DBSI INC: Court Extends Plan Filing Period to June 4 DE ANGELIS LANDSCAPE: Case Summary & 20 Largest Unsec. Creditors DELTA AIR: $794 Mil. Net Loss Won't Affect S&P's 'B' Rating DENNY'S HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2' DIAGNOSTIC CENTER: Case Summary & 21 Largest Unsecured Creditors DORIS PANOS: Voluntary Chapter 11 Case Summary DRIGGERS BODY: Case Summary & 7 Largest Unsecured Creditors ELLI IMANPOUR: Voluntary Chapter 11 Case Summary EMMIS COMM: Cut By S&P to SD on Loan Buyback at 55% of Par Value EMMIS OPERATING: S&P Cuts Corporate Credit Rating to 'SD' ERIC N BROWN TORRES: Voluntary Chapter 11 Case Summary EUROFRESH INC: Files for Chapter 11 Bankruptcy Protection EUROFRESH INC: Debt-for-Equity Plan Due May 18; Exit By Aug. 31 EUROFRESH INC: S&P Downgrades Rating on $44.2 Mil. Notes to 'D' EVERGREEN CAPITAL: Voluntary Chapter 11 Case Summary FILENE'S BASEMENT: Hires Alan Cohen as Chief Restructuring Officer FOAMEX INT'L: Files Amended Schedules of Assets and Liabilities FOAMEX INT'L: Foamex Canada Amends Schedules of Assets & Debts FOAMEX INT'L: Foamex L.P. Files Amended Schedules FORD MOTOR: S&P Raises Rating on $25 Mil. Certificates to 'CCC-' FOX VALLEY: Voluntary Chapter 11 Case Summary FOXCO ACQUISITION: Likely Weak Operations Cue Moody's Junk Rating FREDDIE MAC: CFO David Kellermann Commits Suicide GARDEN STATE COLOR: Voluntary Chapter 11 Case Summary GENERAL GROWTH: Eight Regional Shopping Centers Sent to Chapter 11 GENERAL MOTORS: Won't Pay $1-Bil. Debt Due June 1, Says CFO GENERAL MOTORS: Michigan Lawmakers Still Hope Against Bankruptcy GENERAL MOTORS: Moody's Affirms Corporate Family Rating at 'Ca' GLENN MATTHEW SCHUMACHER: Voluntary Chapter 11 Case Summary GREEN VALLEY: Moody's Downgrades Corporate Family Rating to 'Ca' GUFFEY FAMILY: Voluntary Chapter 11 Case Summary HARRAH'S ENTERTAINMENT: S&P Raises Corporate Rating to 'CCC' HARRAH'S OPERTING: S&P Raises Corporate Rating to 'CCC' HEXION SPECIALTY: S&P Downgrades Corporate Credit Rating to 'SD' HUMBOLDT CREAMERY: False Fin'l Statements Cue Bankruptcy HUMBOLDT CREAMERY: Case Summary & 20 Largest Unsecured Creditors INNOVATIVE COMPANIES: Section 341(a) Meeting Scheduled for May 22 ION MEDIA: S&P Downgrades Corporate Credit Rating to 'CC' JEFF BENFIELD: Voluntary Chapter 11 Case Summary LAUREL PIPELINE: Voluntary Chapter 11 Case Summary LOCKHART FUNDING: Moody's Downgrades Rating on Commercial Notes LYONDELL CHEMICAL: June 15 Bar Date for Prepetition Claims Set LYONDELL CHEMICAL: Parties Agree to Protocol on Merger Probe LYONDELL CHEMICAL: Seeks Aug. 4 Extension of Lease Decision Period LYONDELL CHEMICAL: Seeks Sept. 15 Extension of Exclusive Periods LYONDELL CHEMICAL: Stipulation Permitting BASF Set Off of Debts LYONDELL CHEMICAL: To Cut Jobs, Targets $700MM Cost Reduction MADOFF SECURITIES: Investors Seek to Transfer Ch. 15 Case to NY MAGNA ENTERTAINMENT: Breeders' Cup Wants Assurance for Racing Days MASONITE INT'L: May Begin Soliciting Votes; May 21 Hearing Set MEL-TEX VALVE: Case Summary & 13 Largest Unsecured Creditors MERISANT WORLDWIDE: Wants Plan Filing Period Extended to Sept. 5 MICHAEL HAGEMANN: Voluntary Chapter 11 Case Summary MIDWAY GAMES: Sale to Mark Thomas Displeases Creditors & Court MIDWEST PRECISION: Voluntary Chapter 11 Case Summary MILACRON INC: Notice Procedures for Certain Equity Transfers OK'd MILACRON INC: Section 341(a) Meeting Set for May 8 MONACO COACH: Arranges May 8 Auction for 5 Resort Properties MX CONSTRUCTION: Voluntary Chapter 11 Case Summary NCL CORPORATION: Moody's Withdraws 'B2' Corporate Family Rating NEVSO EL CAPITAN: Case Summary & 3 Largest Unsecured Creditors NEW ORLEANS: S&P Raises Rating on General Obligation From 'BB' NEXPAK CORPORATION: Section 341(a) Meeting Scheduled for June 4 NINA N NGUYEN: Case Summary & 20 Largest Unsecured Creditors NORTHWEST DATACOM: Case Summary & 20 Largest Unsecured Creditors NTK HOLDINGS: S&P Downgrades Corporate Credit Rating to 'SD' OPUS SOUTH: Files for Reorganization Under Chapter 11 OPUS SOUTH: Case Summary & 40 Largest Unsecured Creditors ONEIDA LTD.: Appeals Court Reverses Gropper Pension Plan Ruling PENTON BUSINESS: S&P Puts 'B-' Corporate Rating on Negative Watch PETTERS GROUP: Owner Promised Fat Returns for "Fake" Merchandise PERFECT PIG: Voluntary Chapter 11 Case Summary PHILADELPHIA NEWSPAPERS: Court Okays Probe on Taping at Debt Talks PILGRIM'S PRIDE: Court OKs Protocol for Resolving PI Claims POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'BB+' PRATT-READ CORP: Files Chapter 11 Due to Clients' Delayed Payments PREVENTION LABS: Case Summary & 12 Largest Unsecured Creditors QIMONDA NA: Colliers, Emerald & Gordon to Assist in Water Fab Sale QUECHAN TRIBE: Fitch Affirms 'CCC' Rating on $45 Mil. Bonds RAPHAEL DAVY: Voluntary Chapter 11 Case Summary RAVELLO LANDING: U.S. Trustee Sets Meeting of Creditors for May 21 REVLON INC: MacAndrews Proposal Won't Affect S&P's 'B-' Rating RICE FINANCIAL: Voluntary Chapter 11 Case Summary SAAB ONE: Voluntary Chapter 11 Case Summary SAFENET INC: Moody's Assigns 'B2' Corporate Family Rating SHARPER IMAGE: Cancels Credit Card Agreement with American Express SHARPER IMAGE: Cooley Godward Seeks $51,000 for 4 Months' Work SHARPER IMAGE: Court Approves Settlement of Motorola Lawsuit SHARPER IMAGE: Settles $122,495 Polaris Claim for Deliveries SIDNEY KIMMEL: Case Summary & 10 Largest Unsecured Creditors SILVER CREEK TOOL: Case Summary & 17 Largest Unsecured Creditors SIX FLAGS: Moody's Says Offer on $868MM Bonds is Distressed Offer SMART OFFICE: Voluntary Chapter 11 Case Summary SPUR ENTERPRISES: Voluntary Chapter 11 Case Summary SPECTRUM BRANDS: Sets June 15 Confirmation Fight with Lenders STAR TRIBUNE: Unsecured Creditors Have Plan Agreement STERLING METALS: Wants to Borrow $1 Million from Minco Silver STERLING MINING: Mine Owner Asks Court to Appoint Ch. 11 Trustee STIEFEL LABORATORIES: Moody's Reviews 'B1' Corporate Family Rating STONERIVER PARTNERS: Case Summary & 19 Largest Unsecured Creditors SUN MICROSYSTEMS: MySQL Clients Worried About Oracle's Acquisition SUN-TIMES MEDIA: Lays Off 140 Workers to Cut Costs T & M SALVAGE: Case Summary & 20 Largest Unsecured Creditors TATNUCK SYSTEMS: Voluntary Chapter 11 Case Summary TECK COMINCO: Commitment Bridge Extension Won't Affect Ba3 Rating TOMMY FULCHER: Voluntary Chapter 11 Case Summary TTF B4: Voluntary Chapter 11 Case Summary TOUSA INC: Files Amended Chapter 11 Liquidating Plan UGOBE INC: Files for Chapter 7 Bankruptcy Protection UTAH 7000: Promontory Sold to Pivotal Group at Auction VAL VISTA: Voluntary Chapter 11 Case Summary VAN DER BOSCH: Voluntary Chapter 11 Case Summary VERASUN ENERGY: Closes Sale of Various Facilities to Valero VERASUN ENERGY: Has Green Light to Pay $107MM Secured Note in Full VERASUN ENERGY: Liberty Mutual Seeks to Cancel Surety Bonds VERASUN ENERGY: North Dakota Seeks to Sue Hankinson Unit VERASUN ENERGY: Skadden Charges $1.5 Million for February Work VERNICK FINANCE: Case Summary & 20 Largest Unsecured Creditors VICTOR PIANOS: Case Summary & 18 Largest Unsecured Creditors VICTOR THOMPSON: Voluntary Chapter 11 Case Summary VISION OPTICS: Case Summary & 20 Largest Unsecured Creditors WESTON FAMILY: Voluntary Chapter 11 Case Summary WHEATON ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors WHITE SHORES: Voluntary Chapter 11 Case Summary WII COMPONENTS: S&P Withdraws 'CCC+' Corporate Credit Rating WINDSTREAM CORPORATION: Fitch Affirms Issuer Rating to 'BB+' WILLIAM MORRIS: Case Summary & 13 Largest Unsecured Creditors * Circuit Court Raises Obstacles to Ch. 11 Plans, Says Rochelle * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 ********* 1806 HOLDINGS: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 1806 Holdings, LLC 311 Crosby Ave Deal, NJ 07723-1405 Bankruptcy Case No.: 09-19901 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Judge Kathryn C. Ferguson Debtor's Counsel: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver 25 Abe Voorhees Drive Manasquan, NJ 08736 (732) 223-8484 Email: tneumann@bnfsbankruptcy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its list of 10 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/njb09-19901.pdf Also attached to the petition is the Debtor's schedules of assets and liabilities. The Debtor disclosed $6,151,819 in assets and $21,709,734 in debts. The petition was signed by Solomon Dwek, manager of the Company. 24 HOUR: S&P Changes Outlook to Negative; Affirms 'B' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on fitness club operator 24 Hour Fitness Worldwide Inc. to negative from stable. Ratings on the company, including the 'B' corporate credit rating, were affirmed. "The outlook revision reflects our concern that the recession will cause comparable club revenue to continue to decline and aggravate an unfavorable mix between prepaid and monthly memberships," explained Standard & Poor's credit analyst Tulip Lim. "In particular, S&P believes these trends could have repercussions for 24 Hour Fitness' liquidity amid tightening financial covenants." The 'B' rating reflects 24 Hour Fitness' aggressive growth strategy, its high financial risk, narrowing margin of compliance with financial covenants, and competitive pressures in the fitness club industry. The company's geographic diversity and market- leading club clusters in several metropolitan areas are modest positives. San Ramon, California-based 24 Hour Fitness, with about 444 clubs, is one of the largest fitness club operators in the U.S. Its footprint of mid-market fitness clubs extends from the West Coast to the Southeast, with a significant concentration in California. More than half of the company's clubs are located in California, where fitness consciousness is higher than in many other states, and where the company enjoys a leading market share and has well- developed club clusters in major cities. Its club clusters are strong in several Western U.S. cities outside of California. These clusters help lessen any revenue volatility resulting from differing regional economic cycles. Despite the company's substantial size, its clubs are still vulnerable to competition from strong regional and national players, such as LA Fitness International LLC, Life Time Fitness Inc., and Equinox Holdings Inc. 27 ORCHARD: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 27 Orchard, LLC 27 Orchard Lake Forest, CA 92630 Bankruptcy Case No.: 09-13397 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Michael G Spector, Esq. Law Offices of Michael G. Spector 2677 N Main St Ste 800 Santa Ana, CA 92705 Tel: (714) 835-3130 Fax: (714) 558-7435 Email: mgspector@aol.com Total Assets: $4,003,000 Total Debts: $3,257,028 The Debtor did not file a list of unsecured creditors together with its petition. The petition was signed by Alan Sherman, managing member of the Company. 6252 JOYCE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 6252 Joyce, LLC P.O. Box 12577 Cincinnati, OH 45212 dba Colonial Village Apartments Bankruptcy Case No.: 09-12260 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court Southern District of Ohio (Cincinnati) Judge: Jeffery P. Hopkins Debtor's Counsel: Deepak K. Desai, Esq. Santen & Hughes LPA 600 Vine Street, Suite 2700 Cincinnati, OH 45202 Tel: (513) 721-4450 Fax: (513) 721-0109 Email: dkd@santen-hughes.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Alan R. Williams, COO and CFO of the Company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ohsb09-12260.pdf 750 GARLAND: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: 750 Garland LLC 1425 W. 7th Street Los Angeles, CA 90017 Bankruptcy Case No.: 09-19104 Chapter 11 Petition Date: April 22, 2009 Court: Central District Of California (Los Angeles) Judge: Ernest M. Robles Debtor's Counsel: Helen R. Frazer, Esq. hfrazer@aalrr.com Atkinson Andelson Loya Ruud & Romo 17871 Park Plaza Dr., Ste. 200 Cerritos, CA 90703 Tel: (562) 653-3417 Fax: (562) 653-3333 Total Assets: 30,015,000 Total Debts: 27,342,806 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ GPS Security, Inc. trade debt $27,015 10008 National Blvd. Ste. 298 Los Angeles, CA 90034 Time Warner Cable trade debt $14,686 PO Box 660702 Dallas, TX 75266 LA DWP trade debt $11,676 PO Box 30808 Los Angeles, CA 90030 Hall & Company trade debt $5,406 Allied Waste Services waste disposal $5,108 Tony Shill trade debt $5,000 Chem Pro Lab, Inc. trade debt $3,755 The Duringer Group trade debt $3,628 Champ Painting and Maintenance trade debt $3,061 The Gas Co trade debt $2,592 Installers Service, Inc. trade debt $2,173 Franchise Tax Board $1,999 For Rent Magazine trade debt $1,843 Crystal Pool Service trade debt $1,510 Rent.com trade debt $1,181 On-site.com trade debt $815 Community Controls trade debt $732 Ampco Parking Systems trade debt $720 Infinity Auto Park $615 The petition was signed by Bret Mosher. ABITIBIBOWATER INC: ACI Seeks Recognition of CCAA Case ------------------------------------------------------ Abitibi-Consolidated Inc., as foreign representative for ACI and Abitibi-Consolidated Company of Canada, in proceedings under the Companies' Creditors Arrangement Act pending in the Judicial District of Montreal in Canada, appeared before the U.S. Bankruptcy Court for the District of Delaware pursuant to Section 1515 of the Bankruptcy Code, seeking an order: (a) recognizing the Canadian Proceedings as "foreign main proceedings;" and (b) enforcing the Initial Order of the CCAA Court dated April 17, 2009, in the United States. Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison, in Washington, D.C., says the April 17 Initial CCAA Court Order enjoins all proceedings against the CCAA Debtors and their assets, including assets located in the United States. Moreover, the Initial CCAA Order authorizes ACI to enter into an amendment that keeps in place its existing securitization program and permits ACI's continued sale and servicing of receivables. In a declaration filed with the Bankruptcy Court, William G. Harvey, senior vice president and chief financial officer of AbitibiBowater, Inc., asserts that the Canadian Proceeding is entitled to recognition as a foreign main proceeding because: -- each of the Debtors is headquartered in Quebec as the "center of main interest" under Chapter 1502(4) of the Bankruptcy Code; and -- the Canadian Proceeding is a collective judicial proceeding in Canada under Canadian law relating to insolvency or adjustment of debt, in which the assets and affairs of the Debtors are subject to the control and supervision of the Canadian Court for the purpose of reorganization or liquidation within the meaning of Section 101(23) of the Bankruptcy Code; and -- ACI is a foreign representative within the meaning of Section 101(24) of the Bankruptcy Code. Without the Bankruptcy Court's recognition of the foreign main proceedings, the CCAA Debtors' reorganization process will be disrupted and the legal cost of defending the Actions will be threatened, which ultimately may severely and adversely impact the Debtors' reorganization efforts, Ms. Tobler contends. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. Out-of-Court Restructuring Effort AbitibiBowater tried to renegotiate about $2.9 billion in the debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion of its U.S. unit, Bowater Inc. On March 13, AbitibiBowater and Abitibi-Consolidated commenced a recapitalization proposal which was intended to reduce the Company's net debt by roughly $2.4 billion, lower its annual interest expense by roughly $162 million and raise roughly $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. On February 9, Bowater Finance II LLC, an indirect wholly owned subsidiary of AbitibiBowater, commenced private offers with respect to six series of outstanding debt securities issued by either Bowater Incorporated or Bowater Canada Finance Corporation, a wholly owned subsidiary of Bowater, to exchange the old notes for new notes. BowFin also intended for a concurrent private offering of new 15.5% First Lien Notes due November 15, 2011, to holders of Bowater Notes who tender notes in the exchange offers. The Company moved the exchange offer deadlines several times after failing to garner enough support from bondholders. It ultimately abandoned the exchange offer on March 31. Bankruptcy Filing The Company and several affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on April 16, 2009. Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while: Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel. The Debtors' financial advisor is Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. As of September 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes Abitibibowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: ACI's Voluntary Chapter 15 Case Summary ----------------------------------------------------------- Chapter 15 Petitioner: Abitibi-Consolidated Inc. as foreign representative of ACI and Abitibi-Consolidated Company of Canada Chapter 15 Debtor: Abitibi-Consolidated Inc. aka Boise Cascade Canada Ltd. aka The Ontario and Minnesota Power Company Limited aka The Keewatin Power Company, Limited aka Keewatin Lumber Co. Ltd. aka Compagnie de Papier Abitibi Ltee aka Kenora Paper Mills, Limited aka Stone-Consolidated Corporation aka 2931664 Canada Inc. aka Corporation Stone-Consolidated aka The Keewatin Lumber Company Limited aka Retallack Insurance Brokers Ltd. aka Abitibi-Price Inc. aka The Keewatin Lumber Company Limited aka Ediwise Societe Abitibi-Consolidated aka Retallack Insurance Agency Ltd. aka Abitibi Power & Paper Company Limited aka The Ontario and Minnesota Power Co Ltd aka Abitibi Paper Company Ltd. aka Kenora Paper Mills, Ltd. aka Keewatin Power Co. Ltd. aka Ontario Minnesota Power Co. Ltd. aka Keewatin Power Co. Ltd. aka The Fort Frances Pulp & Paper Co. Ltd. aka The Fort Frances Pulp and Paper Company, Limited aka Rainy River Forest Products Inc. aka Holdco Abitibi Inc. 1155 Metcalfe St., Suite 800 Montreal, Quebec Canada Chapter 15 Case No.: 09-11348 Debtor-affiliate filing a separate Chapter 15 petition: Entity Case No. ------ -------- Abitibi-Consolidated Company of Canada 09-11349 Chapter 15 Petition Date: April 17, 2009 Bankruptcy Court: District of Delaware (Delaware) Bankruptcy Judge: Kevin J. Carey Chapter 15 Petitioner's Counsel: Pauline K. Morgan, Esq. bankfilings@ycst.com Sean T. Greecher, Esq. bankfilings@ycst.com Young, Conaway, Stargatt & Taylor The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19801 Tel: (302) 571-6600 ABITIBIBOWATER INC: Court Approves Amended Securitization Program ----------------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware permitted AbitibiBowater Inc. and its debtor affiliates, on an interim basis, to keep their securitization program as amended, in place notwithstanding the insolvency proceedings in Canada. Since the 2007 merger between Bowater Inc. and Abitibi- Consolidated Inc. to create AbitibiBowater, Inc., the Bowater Group and the Abitibi Group have retained distinct identities within the corporate enterprise for cash flow and finance purposes. Both groups maintain separate accounting systems capable of tracking cash flows. Similarly, no cross-defaults or cross-acceleration provisions exist under the Bowater Group's funded debt obligations in the event of default or acceleration under the Abitibi Group's funded debt obligations and likewise. AbitibiBowater has historically monetized substantially all of its accounts receivable generated by ACI, pursuant to a securitization program arranged by Citibank, N.A. The Abitibi Group has historically relied on the Securitization Program and a prepetition secured credit facility to provide liquidity for its operations. The Securitization Program According to the Debtors' proposed counsel, Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, the Securitization Program enables the Debtors to immediately convert the receivables generated by ACI and its U.S. affiliate, Abitibi Consolidated Sales Corporation, to cash, which provides up-front liquidity to the Company and funds the Abitibi Group's day-to-day operations. Through the Securitization Program, ACI and ACSC originate accounts receivable. As originators, ACI and ACSC sell and contribute those receivables to Abitibi-Consolidated U.S. Funding Corp., a non-debtor special-purpose vehicle, at a discount based on the outstanding balance on the accounts receivable. ACI Funding pays ACI and ACSC for the receivables using money from (i) collections on the accounts receivable it already owns, and (ii) pooling acquired receivables and selling an undivided percentage ownership interest in the pool to Citibank. Under the Securitization Program, Citibank has committed to purchase receivables from ACI Funding in an aggregate principal amount of up to $210 million. Financing available under the Securitization Program at any time is limited by the outstanding balance of the eligible receivables, the size of the total reserves under the programs, or an "equity cushion" based on the present value of the future income stream from the Receivables. In practice, Accounts Receivables are collected through various separate lockboxes, from which funds are transferred daily into two accounts controlled by Citibank that serve to concentrate customer payments on receivables in U.S. and Canadian dollars. To obtain advances under the Securitization Program, the Debtors provide Citibank with a daily report identifying the amount of eligible receivables available for sale under the Securitization Program and the performance of the existing Receivables Portfolio. Thereafter, the parties calculate the amount available or owed under the Program, from which Citibank releases funds up to the amount of the Abitibi Group's projected cash needs. Ultimately, the proceeds from the Securitization Program are transferred into the Abitibi Group's operating accounts and disbursed through its cash management system. To implement the structure of the Securitization Program, ACI and ACSC, as originators, are parties to two agreement: (1) The Amended and Restated Receivables Purchase Agreement, dated January 31, 2008, as amended by Omnibus Amendment No. 5 to the Amended and Restated Receivables Purchase Agreement and Amendment No. 3 to Amended and Restated Purchase and Contribution Agreement and Waiver Agreement dated as of April 16, 2009, among ACI Funding, Eureka Securitization, PLC, Citibank, Citibank, N.A., London Branch as agent, ACI, in its capacity as Subservicer and an originator, and ACSC, in its capacity as servicer and an originator; and (2) The Amended and Restated Purchase and Contribution Agreement dated January 31, 2008, as amended by Omnibus Amendment No. 5 to the Amended and Restated Receivables Purchase Agreement and Amendment No.3 to Amended and Restated Purchase and Contribution Agreement and Waiver Agreement dated as of April 16, 2009, among ACI and ACSC as sellers and ACI Funding as purchaser. Other instruments and agreements related to the Securitization Program include: * the Servicer Undertaking Agreement dated October 27, 2005, by ACI in favor of Eureka, Citibank and the other Banks that are party to the RPA, as amended; * the Originator Undertaking Agreement dated October 27, 2005, by ACI in favor of ACI Funding, as amended; * the Deposit Account Control Agreement dated January 31, 2008, among ACI Funding, ACI, ACSC, Citibank and the Agent, as amended; * the Blocked Accounts Agreement dated as of October 27, 2005, among ACI, ACSC, the Agent, Royal Banle of Canada and ACI Funding, as amended; * the Agreement re Pledged Deposit Accounts dated October 27, 2005, among ACSC, ACI, ACI Funding, the Agent and LaSalle Banle National Association, as amended; * the Second Amended and Restated Four Party Agreement for Sold Accounts dated January 31, 2008, among Export Development Canada and Compagnie Francaise d' Assurance pour Ie Commerce Exterieur - Canada Branch, ACI, ACI Funding, the Agent and Citibank, as amended; * the Intercompany Agreement dated as of December 20,2007, between ACI and ACSC, as amended; * the Accounts Receivable Policy (Shipments) General Terms and Conditions, plus the Coverage Certificate effective Sept. 1, 2008, issued by Export Development Canada and Compagnie Francaise d' Assurance pour Ie Commerce Exterieur - Canada Branch to ACI, as amended; and * the fee letters dated April 1, 2009, between ACI Funding and the Agent. In anticipation of the Insolvency Proceedings, the parties have agreed to enter into the Fifth Amendment, specifically, the Omnibus Amendment No. 5 to Amended and Restated Receivables Purchase Agreement and Amendment No. 3 to Amended and Restated Purchase and Contribution Agreement and Waiver Agreement. The Fifth Amendment Documents provides that the Debtors and the Canadian Debtors' petition under Chapter 11 of the United States Code and Canada's Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended will not constitute or trigger an event of termination of the Facility. Accordingly, the Amendment permits the continuance of the Securitization Program in place postpetition. On the contrary, absent further modification, the Fifth Amendment provides that an Event of Termination under the Securitization Program will occur 45 days after the Petition Date. Prior to the 45-day deadline, the Debtors say they expect to obtain alternate financing to replace the liquidity provided by the Securitization Program upon entry of the Fifth Amendment. In connection with the Fourth Amendment entered into on April 1, 2009, ACI Funding agreed in a fee letter to pay a fee equal to 6% of the $210 million commitment, of which $3.15 million was paid on April 2, 2009, and the balance of which is currently due and payable as a result of the Petition Date. Ms. Morgan maintains that absent the Court's approval of the Fifth Amended Securitization Program, the Insolvency Proceedings would permit Citibank to terminate the Program, which will immediately and significantly disrupt the Abitibi Group's cash flow. ACCC Term Lenders React In a limited objection filed with the Court, certain of the ACCC Term Lenders contend that the ACCC Term Loan is secured by the receivables that are proposed to be sold to Citibank under the Securitization Program and their related proceeds. They maintain that the cash proceeds generated upon the sale of the receivables constitutes "cash collateral" under Section 363(b) of the Bankruptcy Code. The ACCC Lenders thus object to the amendment of the Securitization Program to the extent the Debtors seek to use the ACCC Term Lenders' cash collateral absent providing adequate protection sufficient to protect the ACC Term Lenders' interests as required under Sections 363(c)(2) and (e) of the Bankruptcy Code. Court's Order In his order, Judge Carey allowed ACI, ACSC and the other Debtors, as applicable, to: (a) transfer, and will be deemed to have transferred, free and clear of all liens, claims, encumbrances and other interests of any of the Originators, pursuant to sections 363(b)(1) and (f) of the Bankruptcy Code, the Receivables to ACI Funding, without recourse; (b) otherwise perform or continue to perform, and ACSC is authorized to cause ACI Funding, as a wholly owned subsidiary of ACSC, to perform or continue to perform, as applicable, their obligations under the Financing Agreements and other documents in relation to the Securitization Program. Judge Carey said the Agent Obligations and the Receivables Obligations will constitute allowed senior administrative expense claims against each of the Originators with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Originators, all administrative expenses under Sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses. For the avoidance of doubt, the Agent Obligations and the Receivables Obligations do not include any amounts owing to the Agent or Citibank or their affiliates under or in connection with (i) any swap claims; (ii) any credit agreement in existence prior to the Petition Date, not related to the Financing Agreements, or (iii) any other indebtedness not related to the Financing Agreements. The Superpriority Claims will be subject and subordinate to a carve-out for the payment of allowed professional fees and disbursements incurred by the professionals retained by the Debtors and any statutory committee appointed in the Chapter 11 cases, as well as any disbursements of any member of the committee, in an aggregate amount of up to $7,500,000 minus any payments made pursuant to any carve-out, plus: (1) professional fees and disbursements incurred prior to the occurrence of a Carve-Out Event to the extent subsequently allowed; and (2) professional fees and disbursements incurred from and after the date on which the Carve-Out Event is no longer continuing. The Court also entitled the Agent and Citibank to all of the rights and remedies accorded to them pursuant to the "safe harbor" provisions of the Bankruptcy Code. The Court further authorized the Originators and the other Debtors to use the proceeds of the arrangements contemplated by the Financing Agreements in the operation of the Debtors' businesses. Pursuant to the Financing Agreements, ACI Funding may deduct from the purchase price of Transferred Receivables amounts which are payable by the Originators to ACI Funding in respect of violations of certain representations and warranties and dilution items, the Court ruled. ACI Funding, Citibank and the Agent will not (i) be deemed to be in control of the operations of the Debtors, (ii) owe any fiduciary duty to the Debtors, their creditors, shareholders or estates, or (iii) be deemed to be acting as a "responsible person" or "owner" or "operator" with respect to the operation or management of the Debtors. All objections to the Debtors' request that have not been withdrawn, waived or settled are denied and overruled, Judge Carey ruled. Similarly, the CCAA Court authorized and empowered the CCAA Debtors to continue their obligations, including the sale and servicing of receivables and related security under the Receivables Agreements pursuant to the Securitization Program. The performance of the CCAA Debtors under the Securitization Program, however, will not provide a basis for substantive consolidation of their assets and liabilities, the CCAA Court ruled. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. Out-of-Court Restructuring Effort AbitibiBowater tried to renegotiate about $2.9 billion in the debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion of its U.S. unit, Bowater Inc. On March 13, AbitibiBowater and Abitibi-Consolidated commenced a recapitalization proposal which was intended to reduce the Company's net debt by roughly $2.4 billion, lower its annual interest expense by roughly $162 million and raise roughly $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. On February 9, Bowater Finance II LLC, an indirect wholly owned subsidiary of AbitibiBowater, commenced private offers with respect to six series of outstanding debt securities issued by either Bowater Incorporated or Bowater Canada Finance Corporation, a wholly owned subsidiary of Bowater, to exchange the old notes for new notes. BowFin also intended for a concurrent private offering of new 15.5% First Lien Notes due November 15, 2011, to holders of Bowater Notes who tender notes in the exchange offers. The Company moved the exchange offer deadlines several times after failing to garner enough support from bondholders. It ultimately abandoned the exchange offer on March 31. Bankruptcy Filing The Company and several affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on April 16, 2009. Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while: Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel. The Debtors' financial advisor is Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. As of September 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes Abitibibowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Gets Green Light to Use Lenders' Collateral --------------------------------------------------------------- AbitibiBowater Inc. and its debtor affiliates obtained permission from the U.S. Bankruptcy Court for the District of Delaware, on an interim basis, to use cash collateral and provide adequate protection to their prepetition secured lenders. The Debtors aver that they need access to their cash collateral to meet ongoing obligations to suppliers, vendors, employees and other creditors. Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, the Debtors' proposed counsel, relates that AbitibiBowater Inc. and its affiliates employed a number of prepetition financing programs to fund their operations: A. AbitibiBowater Indebtedness * FFH Notes. Refers to $350 million of 8% senior unsecured convertible notes due April 15, 2013 issued by AbitibiBowater Inc. The Notes are guaranteed by Bowater, of which $368.9 million is outstanding as of March 31, 2009. B. Bowater Debtors' Indebtedness * US Prepetition Credit Agreement. Under a credit agreement dated May 31, 2006, Bowater, Inc., Bowater Newsprint South LLC, Bowater Alabama LLC and Bowater Newsprint South Operations LLC borrowed about $370.4 million in a revolver credit facility from Wachovia Bank, NA, is administrative agent, and certain lenders. The US Prepetition Revolver Facility is set to mature May 25, 2011. As of March 31, 2009, the outstanding principal amount under the US Prepetition Revolver Agreement was $203.8 million. Collateral securing the obligations under the US Prepetition Revolver Credit Agreement includes, but is not limited to (a) the inventory, accounts receivable, deposit accounts, and certain other current assets of the Prepetition Borrowers and the subsidiaries of Bowater that are guarantors, (b) 65% of the stock of certain of Bowater's foreign subsidiaries, (c) the stock of Bowater's U.S. subsidiaries that do not own mills or converting facilities, (d) the equity interests in Newsprint South's subsidiaries, and (e) the real property, fixtures and equipment relating to the Coosa Pines, Alabama and Grenada, Mississippi mills. * Canadian Prepetition Credit Agreement. Under a credit agreement dated May 31, 2006, Bowater Canada Forest Products borrowed about $165 million in a revolver credit facility from The Bank of Nova Scotia, as administrative agent, and certain lenders. The US Prepetition Borrowers and certain subsidiaries of Bowater Canada guaranteed the loan. The Canadian Prepetition Credit Agreement is set to mature on June 5, 2009. As of March 31, 2009, the approximate outstanding principal amount under the Canadian Prepetition Credit Agreement was $63.5 million. Collateral securing the obligations under the Canadian Prepetition Credit Agreement includes, but is not limited to (a) the inventory, accounts receivable, deposit accounts, and certain other current assets of Bowater Canada and its guarantor subsidiaries, (b) the real property, equipment and fixtures relating to the Coosa Pines, Alabama and Grenada, Mississippi paper mills, (c) the real property, equipment and fixtures of Bowater Canada located in Gatineau, Quebec, Dolbeau, Quebec and Thunder Bay, Ontario, and (d) the equity interest of Bowater's South Korean subsidiary, which owns Bowater's Mokpo mill. * Bowater Debtors' Unsecured Debt Bowater is obligated under five separate series of unsecured notes with an aggregate principal amount outstanding as of March 31, 2009 of approximately $1.2 billion. Notes Aggregate Amount ----- ---------------- 9.0% Notes due 2009 $300,000,000 Floating Rate Notes due 2010 $250,000,000 9.50% Notes due 2012 $125,000,000 6.5% Notes due 2013 $400,000,000 9.375% Notes due 2021 $200,000,000 Bowater is also an obligor on certain tax exempt industrial revenue bonds and similar bonds issued by local government entities, totaling about 168.9 million in aggregate outstanding principal amount as March 31, 2009. In addition, Bowater Newsprint South Operations LLC is a borrower under a certain unsecured credit agreement with the City of Grenada, Mississippi, in an original principal amount of $8.5 million, of which approximately $4.6 million was outstanding as of December 30, 2008. Bowater Canada and Bowater Canada Finance Corporation are each obligated under certain of six separate series of unsecured notes with an aggregate principal amount outstanding as of March 31, 2009 of approximately $802 million. Notes Aggregate Amount ----- ---------------- Issued by Bowater Canada 7.95% Notes due 2011 $600,000,000 Issued by Bowater Canada Finance 10.63% Senior Notes (Series A) due 2010 $98,000,000 10.50% Senior Notes (Series B) due 2010 $102,000,000 10.60% Senior Notes (Series C) due 2011 $70,000,000 10.26% Senior Notes (Series D) due 2011 $22,000,000 10.85% debentures due 2014 $125,000,000 C. Abitibi Group Indebtedness Certain companies within the Abitibi Group are borrowers or issuers of secured and unsecured debt totaling approximately $3.7 billion. The majority of the Abitibi Group's debt is issued by Canadian entities. Certain of the Donohue Debtors are guarantors of debt or participate in a securitization facility with certain companies within the Abitibi Group. * ACCC Credit Agreement. Abitibi-Consolidated Company of Canada borrowed a $400 million 364-day senior term loan at LIBOR + 800 basis points from Goldman Sachs Credit Partners L.P., as administrative agent, and certain lenders under a credit agreement dated April 1, 2008. Abitibi-Consolidated Inc. and certain members of the Abitibi Group and Donohue Debtors guaranteed the Term Loan. The outstanding balance Of the ACCC Term Loan is $347 million. Collateral securing the ACCC Term Loan includes (a) certain inventory, accounts, and other current assets of ACCC, ACI and the other guarantors; (b) substantially all of the personal property of Donohue and certain other Donohue Debtor subsidiaries; (c) the pledge of stock or other equity interests of certain other Donohue subsidiaries; and (d) real estate and fixtures relating to the Alabama River, Alabama newsprint mill. * Canadian Secured and Unsecured Notes ACCC issued $413 million of 13.75% senior secured notes due April 1, 2011, pursuant to an indenture dated as of April 1, 2008, and guaranteed by the ACCC Guarantors. The Abitibi Group had unsecured notes outstanding totaling about $2.95 billion as of March 31, 2009. Notes Aggregate Amount ----- ---------------- 15.5% Exchange notes due July 15, 2010 $293,000,000 7.75% Notes due June 15, 2011 $200,000,000 Floating Rate Notes due June 15, 2011 $200,000,000 0% debentures due June 2012 C$14,000,000 6.00% Notes due June 20, 2013 $350,000,000 8.375% Notes due April 1, 2015 $450,000,000 8.55% notes due August 1, 2010 $500,000,000 7.40% debentures due April 1, 2018 $100,000,000 7.50% debentures due April 1, 2028 $250,000,000 8.50% debentures dues August 1, 2029 $250,000,000 8.85% debentures due April 1, 2030 $450,000,000 * US Unsecured Notes. In 1999, Abitibi-Consolidated Finance LP issued unsecured notes due in 2009 in connection with a financing. About $8 million of the aggregate principal amount of those notes remain outstanding. The notes are guaranteed by ACI. D. Donohue Debtors' Indebtedness. Abitibi-Consolidated Inc. and Abitibi-Consolidated Sales Corporation are parties to a two- level receivables securitization program. Under the Existing Securitization Program, U.S. Funding purchases receivables from the Debtor Sellers at a discount price. As of March 31, 2009, the aggregate amount outstanding under the Existing Securitization Program was about $171.7 million. The Debtors are seeking to continue the Securitization Program postpetition. As of the Petition Date, AbitibiBowater's overall principal debt obligations total $6.7 billion. Of this amount, the Debtors were liable as borrowers or issuers for approximately $3.1 billion, Ms. Morgan tells the Court. The Prepetition Lenders have consented to the Debtors' use of cash collateral in exchange for adequate protection to the extent of diminution in the value of their Collateral. Thus, at the Debtors' behest and to provide adequate protection for the Prepetition Lenders, the Court ruled that the Prepetition Lenders are entitled to: (a) Payment of prepetition accrued and unpaid interest and current monthly cash payment of all accrued but unpaid interest at the non-default rate; (b) Payment of prepetition accrued, and current payment postpetition, of reasonable fees and expenses of US Prepetition Agent and Canadian Prepetition Agent under the Prepetition Credit Agreements; (c) Allowed superpriority administrative expense claims arising under Section 507(b) of the Bankruptcy Code, pari passu to claims arising under the DIP Facility and subject to the Carve-Out; and (d) Subject to Carve-Out, replacement security interests in, and liens upon, existing collateral and junior security interests in, and liens upon, the collateral securing the DIP Facility; and (e) Delivery of reports and other information provided by Debtors to the DIP Agent. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. Out-of-Court Restructuring Effort AbitibiBowater tried to renegotiate about $2.9 billion in the debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion of its U.S. unit, Bowater Inc. On March 13, AbitibiBowater and Abitibi-Consolidated commenced a recapitalization proposal which was intended to reduce the Company's net debt by roughly $2.4 billion, lower its annual interest expense by roughly $162 million and raise roughly $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. On February 9, Bowater Finance II LLC, an indirect wholly owned subsidiary of AbitibiBowater, commenced private offers with respect to six series of outstanding debt securities issued by either Bowater Incorporated or Bowater Canada Finance Corporation, a wholly owned subsidiary of Bowater, to exchange the old notes for new notes. BowFin also intended for a concurrent private offering of new 15.5% First Lien Notes due November 15, 2011, to holders of Bowater Notes who tender notes in the exchange offers. The Company moved the exchange offer deadlines several times after failing to garner enough support from bondholders. It ultimately abandoned the exchange offer on March 31. Bankruptcy Filing The Company and several affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on April 16, 2009. Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel. The Debtors' financial advisor is Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. As of September 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes Abitibibowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Quebec Court Grants Protection Until May 14 --------------------------------------------------------------- In an initial order dated April 17, 2009, the Honorable Mr. Justice Clement Gascon, J.S.C., of the Quebec Superior Court Commercial Division held that until and including May 14, 2009, no legal or conventional right may be exercised, and no proceeding may be commenced or proceeded by anyone against Abitibi- Consolidated Inc., AbitibiBowater Canada Inc., Bowater Canadian Holdings Incorporated, Bowater Canadian Forest Products Inc. and certain of their affiliates. All Proceedings already commenced against the CCAA Applicants are stayed and suspended until the Court authorizes otherwise, subject to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended, the CCAA Court ruled. During the Stay Period, all persons having agreements, contracts or arrangements with the CCAA Applicants: (a) are restrained from accelerating, terminating, cancelling, suspending, refusing to modify or extend on reasonable terms those agreements; (b) are restrained from modifying, suspending or otherwise interfering with the supply of any goods, services, or other benefits; and (c) will continue to perform and observe the terms and conditions contained in the agreements as long as the CCAA Applicants pay charges for those goods and services. Any person who provided any kind of letter of credit, bond or guarantee at the CCAA Applicants' request will be required to continue honoring those agreements. Furthermore, the CCAA Court ruled that no proceedings will be commenced or continued against the former, current or future directors and officers of the CCAA Applicants with respect to any claim against the directors and officers that arose before the issuance of the Initial Stay Order. Similarly, absent the Court's consent, no person will enforce any proceeding against the directors and officers with respect to the formulation of a restructuring plan. The CCAA Applicants will remain in possession of their property under the CCAA proceedings, and are allowed to carry on their business and financial affairs in a manner consistent with the commercially reasonable preservation. They are also authorized to continue to retain and employ in the ordinary course of business, their consultants, contractors, employees, agents, experts, accountants and counsel as may be deemed reasonable. Separately, the Quebec Superior Court authorized the appointment of Ernst & Young Inc. as Monitor for the proceedings of Abitibi- Consolidated Inc., AbitibiBowater Canada Inc., Bowater Canadian Holdings Incorporated, Bowater Canadian Forest Products Inc. and certain of their affiliates under Canada's Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended. The CCAA Applicants relate that Ernst & Young has been assisting them in preparing their CCAA application and is aware of their financial circumstances. As CCAA Monitor, Ernst & Young will assist the CCAA Applicants with the preparation of their cash flow projections and any other projections or reports and the development, negotiation and implementation of their CCAA restructuring plan. The CCAA Court also permits Ernst & Young to provide creditors and other relevant stakeholders with information in response to requests. The firm will not have any duties or liabilities with respect to the information it disseminates. Ernst & Young will not be deemed as an employer or a successful employer of the CCAA Applicants within the meaning of any federal, provincial or municipal legislation governing employment and labour relations. In addition, Ernst & Young will not incur any liability or obligation as a result of its appointment, except those arising from a breach of its duties, the CCAA Court ruled. With respect to the Chapter 11 proceedings of the CCAA Applicants, Ernst & Young is also appointed as information officer, which will report to the CCAA Court at least once every two months outlining the status of the Chapter 11 cases. As Information Officer, Ernst & Young will not take possession of the CCAA Applicants' property and will take no part in the management or supervision of the Applicants' business. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. Out-of-Court Restructuring Effort AbitibiBowater tried to renegotiate about $2.9 billion in the debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion of its U.S. unit, Bowater Inc. On March 13, AbitibiBowater and Abitibi-Consolidated commenced a recapitalization proposal which was intended to reduce the Company's net debt by roughly $2.4 billion, lower its annual interest expense by roughly $162 million and raise roughly $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. On February 9, Bowater Finance II LLC, an indirect wholly owned subsidiary of AbitibiBowater, commenced private offers with respect to six series of outstanding debt securities issued by either Bowater Incorporated or Bowater Canada Finance Corporation, a wholly owned subsidiary of Bowater, to exchange the old notes for new notes. BowFin also intended for a concurrent private offering of new 15.5% First Lien Notes due November 15, 2011, to holders of Bowater Notes who tender notes in the exchange offers. The Company moved the exchange offer deadlines several times after failing to garner enough support from bondholders. It ultimately abandoned the exchange offer on March 31. Bankruptcy Filing The Company and several affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on April 16, 2009. Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while: Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel. The Debtors' financial advisor is Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. As of September 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes Abitibibowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Terms of $600MM Fairfax and Avenue DIP Loan --------------------------------------------------------------- AbitibiBowater Inc. and its debtor affiliates sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware, on an interim basis, to borrow up to $206 million from Fairfax Financial Holdings Ltd., Avenue Investments, L.P., and certain lenders. The Interim DIP Loan consists of a $166 million term loan for AbitibiBowater Inc. and Bowater Inc. and a $40 million term loan for Bowater Canada Forest Products Inc. The proceeds of the Interim DIP Loan will be used for needed working capital of the Debtors. The DIP Facility can be upsized to $600 million upon the entry of a final DIP order under an incremental term loan and an asset backed revolving credit facility. The Debtors relate that they need immediate liquidity to fund their businesses and maintain operations in the ordinary course. With the help of Blackstone Advisory Services L.P., the Debtors got an offer for a DIP term loan from FFH. The Debtors got two DIP financing proposals, but determined, with Blackstone's assistance, that the FFH offer provided the best terms and pricing. Steven Zelin, senior managing director of Blackstone Advisory, relates that the Fairfax offer was initially at $180.4 million. An existing Bowater Inc. bondholder approached Fairfax and agreed to participate in the Fairfax DIP financing under slightly revised terms, he notes. As a result, the size of the Fairfax Facility was increased to $206 million. The parties subsequently entered into a senior secured superpriority DIP Credit Agreement with these salient terms: Borrowers: AbitibiBowater Inc., Bowater Incorporation and Bowater Canadian Forest Products, Inc. Administrative Agent: Fairfax Financial Holdings Total Term Loan Commitment: $206 million, on an interim basis. Interest: Base Rate + 650 bps (with a 2.5% floor); LIBOR +750 bps (with a 3.5% LIBOR floor); Default rates increase by 2.0% Maturity: 12 month anniversary of the initial funding with two 3-month extensions, subject to these terms: * 50 bps fee payable for each extension; * 50 bps increase in interest rate on first extension; * initial extension subject to Debtors' filing a plan of reorganization; and * second extension subject to Debtors' exercise of best efforts towards confirmation of the plan of reorganization Fees: Cash Fees: 5.0% of the total commitment payable in connection with the initial funding plus an exit fee of 2% of the total commitment payable upon repayment of the facility. Prepayments: No voluntary prepayment penalty, however, exit fee will become due and payable. Customary mandatory prepayment provisions in connection with asset sales, insurance proceeds, and incurrence of indebtedness. Security and Claims: The US of the DIP Facility will be secured by valid and enforceable first priority liens on the unencumbered assets of all the U.S. Debtors and intercompany obligations of the US Borrowers arising after the Petition Date as well as junior liens on the encumbered assets of the U.S. Debtors and intercompany obligations of the US Borrowers in existence on the Petition Date. The Canadian portion of the DIP Facility will be secured by valid and enforceable first priority liens on the unencumbered assets of the Canadian Debtors and junior liens on the encumbered assets of the Canadian Debtors. The Debtors' obligations under the DIP Facility are granted superpriority claim status. Carve-Out: Customary post-event of default carve-out for allowed and unpaid professional fees and disbursements in aggregate amount not to exceed $7,500,000. Affirmative Covenants: Usual and customary including, among others: * delivery of financial statements and other reports; * provision of notices of litigation, defaults and unmatured defaults; and * acceptable cash management. Negative Covenants: Usual and customary, including, among others, limitations on (i) incurrence and repayment of indebtedness; (ii) liens; (iii) dispositions; (iv) investments; and (v) capital expenditures. Negative covenants do not restrict (a) the flow of funds between Credit Parties and Bowater Canada and (b) transactions among Bowater and Abitibi Entities in the ordinary Course, on arm's-length basis or related to SG&A cost allocation of customer orders. Financial Covenants: Minimum Consolidated EBITDA should not be less than: Month Ending Minimum Consolidated EBITDA --------------- --------------------------- April 30, 2009 $248,000,000 May 31, 2009 $235,000,000 June 30, 2009 $224,000,000 July 31, 2009 $220,000,000 August 31, 2009 $205,000,000 September 30, 2009 $192,000,000 October 31, 2009 $189,000,000 November 30, 2009 $175,000,000 December 31, 2009 $176,000,000 January 31, 2010 $181,000,000 February 28, 2010 $196,000,000 March 31, 2010 $178,000,000 April 30, 2010 $172,000,000 May 31, 2010 $176,000,000 June 30, 2010 $187,000,000 July 31, 2010 $186,000,000 August 31, 2010 $191,000,000 September 30, 2010 $203,000,000 Minimum Consolidated Fixed Charge Coverage Ratio for these fiscal quarter periods should not be less than: Minimum Consolidated Fixed Charge Fiscal Quarter Ending Coverage Ratio --------------------- -------------------- June 30, 2009 4.00 to 1 September 30, 2009 3.40 to 1 December 31, 2009 3.10 to 1 March 31, 2010 3.20 to 1 June 30, 2010 3.30 to 1 September 30, 2010 3.20 to 1 Capital Expenditures during the 12-month period ending March 31, 2010 should not be more than $75,000,000. Events of Default: Usual and customary events of default, including the failure to may premium payments and breach of contract. A full-text copy of the FFH DIP Credit Agreement is available for free at http://ResearchArchives.com/t/s?3bb3 The Debtors are granted access to the Interim DIP Loan through the earlier of the entry of a final DIP order or June 1, 2009. Judge Carey also allows the statutory committee of unsecured creditors to be appointed in these cases and the Bowater Debtors to investigate the liens of the Prepetition Lenders at an expense not to exceed $50,000 to be shared between the creditors committee and the Bowater Debtors. A full-text copy of the Interim DIP Order is available for free at http://ResearchArchives.com/t/s?3bb7 The Court will convene a final hearing on the DIP Motion on May 15, 2009. Parties-in-interest are given until May 8 to file any objections or responses to the financing request. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. Out-of-Court Restructuring Effort AbitibiBowater tried to renegotiate about $2.9 billion in the debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion of its U.S. unit, Bowater Inc. On March 13, AbitibiBowater and Abitibi-Consolidated commenced a recapitalization proposal which was intended to reduce the Company's net debt by roughly $2.4 billion, lower its annual interest expense by roughly $162 million and raise roughly $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. On February 9, Bowater Finance II LLC, an indirect wholly owned subsidiary of AbitibiBowater, commenced private offers with respect to six series of outstanding debt securities issued by either Bowater Incorporated or Bowater Canada Finance Corporation, a wholly owned subsidiary of Bowater, to exchange the old notes for new notes. BowFin also intended for a concurrent private offering of new 15.5% First Lien Notes due November 15, 2011, to holders of Bowater Notes who tender notes in the exchange offers. The Company moved the exchange offer deadlines several times after failing to garner enough support from bondholders. It ultimately abandoned the exchange offer on March 31. Bankruptcy Filing The Company and several affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on April 16, 2009. Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while: Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel. The Debtors' financial advisor is Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. As of September 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes Abitibibowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ALERIS INTERNATIONAL: To Sell Interests in Two Private Aircraft --------------------------------------------------------------- Aleris International Inc. is proposing to sell its undivided interests in two aircraft to an affiliate of NetJets Inc. for $1 million, less a 7% brokerage commission, Bloomberg's Bill Rochelle said. According to Bloomberg, Aleris has a 12.5% interest in a Hawker 400 XP for which it's obligated to pay NetJets $11,640 a month for maintenance, plus $1,654 for each hour of use and $1,158 for each hour of a ferry flight. For its 6.25% interest in a Citation Sovereign, Aleris pays NetJets a monthly management fee of $11,435, plus $2,429 for each hour of use and $1,700 for each hour of a ferry flight. A hearing for approval of the sale is set for May 7. Woodbridge, New Jersey-based NetJets is owned by Warren Buffett's Berkshire Hathaway Inc. 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 HOUSING: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: American Housing Foundation 1800 S. Washington, Suite 311 Amarillo, Tx 79102 Case Number: 09-20232 Involuntary Petition Date: April 21, 2009 Court: Northern District of Texas (Amarillo) Petitioners' Counsel: David R. Langston, Esq. drl@mhba.com Mullin, Hoard & Brown P.O. Box 2585 Lubbock, TX 79408-2585 Tel: (806) 765-7491 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Robert L. Templeton investment $5,100,000 P.O. Box 15010 Amarillo, Tx 79105 Don Storseth investment $1,850,000 Storseth Family Trust 209 S. Arthur Amarillo, Tx 79102 Dennis Dougherty investment $9,000 209 S. Arthur Amarillo, Tx 79102 Paul King investment $13,500 10050 Meadowlake Houston, Tx 77042 Frances Maddox Estate note $1,000,000 PO Box 15010 Amarillo, TX 79105 Heron Land Company investment $700,000 PO Box 15010 Amarillo, TX 79105 AMERICAN LAFRANCE: Closing Two Plants By End of May --------------------------------------------------- Buffalo Business First reports that an American LaFrance LLC official said that the Company is closing two plants by the end of May. According to Buffalo Business, American LaFrance will shut down a 60,000-square-foot facility on Camp Road in Hamburg. The report says that the plant has 70 workers. Buffalo Business relates that American LaFrance will also close a plant in Ephrata, Pennsylvania. Buffalo Business quoted Richard Ball, director of marketing and sales operations for American LaFrance, as saying, "The economy had a huge impact." Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on January 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local counsel. Pepper Hamilton, LLP is the proposed counsel of the Official Committee of Unsecured Creditors. In its schedules of assets and debts filed February 4, 2008, the Debtor disclosed $188,990,680 in total assets and $89,065,038 in total debts. American LaFrance successfully emerged from Chapter 11. The effective date of the Debtor's third amended plan of reorganization occurred on July 23, 2008. Through the Chapter 11 plan confirmed in June 2008, Patriarch swapped its debt to ownership of American LaFrance. B & C CORP: Can Access Fifth Third Cash Collateral Until May 22 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio authorized, on an interim basis, B & C Corporation and its debtor- affiliates to use the cash collateral of Fifth Third Bank until May 22, 2009. At the Debtors' behest, the Court also ruled that the interests of secured lenders would be adequately protected despite the cash collateral use. As adequate protection, the Debtors will provide Fifth Third replacement and additional liens. A final hearing on the Debtor's continued use of the cash collateral is scheduled for May 18, 2009, 9:30 a.m. Objections are due three business days before the final hearing. As reported in the Troubled Company Reporter on April 21, 2009, the Debtors are indebted to Fifth Third, as agent and lender, and Citizens Bank of Pennsylvania, as lender, pursuant to obligations in the Amended and Restated Credit and Security Agreement dated June 30, 2006, as amended. The prepetition credit agreement provides for a revolving credit facility in the maximum principal amount of $2.5 million. In addition to the revolving loan, Fifth Third provided a separate special advance term loan with an outstanding principal balance of $1 million. As of April 9, 2009, there was $2,133,163 outstanding on the revolving loan and $1,001,833 outstanding on the Special Advance. Louis Bilinovich, Sr., has guaranteed the Debtors' obligations under the Special Advance through a guaranty agreement, as amended, modified and supplemented. The Debtors will use the cash to meet payroll, to pay necessary business expenses, to continue their operations and to avoid immediate and irreparable harm to their bankruptcy estates. About B & C Corporation Headquartered in Norton, Ohio, B & C Corporation is a precision turned product manufacturer with two divisions, JR Engineering and JR Wheel. JR Engineering manufactures and supplies quality automobile products for major customers, including General Motors, Delphi Corporation, Ford Motor Company, and Chrysler, LLC. JR Wheel focuses on manufacturing machining of automobile wheels for Alcoa Wheel Product, a company affiliated to Alcoa, Inc. The Company and certain of its affiliates filed for Chapter 11 protection on April 10, 2009 (Bankr. N. D. Oh. Lead Case No. 09- 51455). Brouse McDowell LPA represents the Debtors in their restructuring efforts. The Company's assets and debts both range from $10 million to $50 million. B & C CORP: Section 341(a) Meeting Scheduled for June 3 ------------------------------------------------------- The U.S. Trustee for Region 9 will convene a meeting of creditors in B & C Corporation and its debtor-affiliates' Chapter 11 cases on June 3, 2009, at 10:00 a.m., at First Energy Building, Atrium Level No. 120, 76 S. Main St, Akron, Ohio. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Norton, Ohio, B & C Corporation is a precision turned product manufacturer. Its JR Engineering division manufactures and supplies quality automobile products for major customers, including General Motors, Delphi Corporation, Ford Motor Company, and Chrysler, LLC. Its JR Wheel division focuses on manufacturing machining of automobile wheels for Alcoa Wheel Product, a company affiliated to Alcoa, Inc. B & C and certain of its affiliates filed for Chapter 11 on April 10, 2009 (Bankr. N. D. Oh. Lead Case No. 09-51455). Brouse McDowell LPA represents the Debtors in their restructuring efforts. The Company's assets and debts both range from $10 million to $50 million. BALLY TOTAL: Seeks to Expand Scope of Deloitte's Tax Work --------------------------------------------------------- Bally Total Fitness Holding Corporation and its debtor-affiliates seek to expand the scope of Deloitte Tax LLP's work. The Debtors obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Deloitte as their tax service providers, nunc pro tunc to December 15, 2008. The firm performed certain duties that enabled the Debtors to meet, or stay on schedule to meet, various financial reporting and tax filing deadlines. As the Debtors advance in their restructuring, new projects and tasks relating to tax issues have arisen, which necessitate expansion of the scope of the services provided to the Debtors by Deloitte Tax, Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankfel LLP, in New York, tells the Court. The Debtors ask the Court to allow Deloitte Tax to render additional advisory and compliance services in their Chapter 11 cases, including, without limitation: (1) Continuing ongoing background analysis and initial planning of the Debtors' restructuring progress. (2) Conducting a study to determine the tax basis in the Company's assets on an entity basis. (3) Computing Cancellation of Debt Income and providing corresponding implications of debt and other liability restructurings on an entity basis. (4) Preparing a model that effects the Debtors existing Limitation under Section 382 of the Bankruptcy Code, the impact of built in gains/losses and other various elements of the debt restructuring. (5) Assisting the Debtors in determining the state consequences of the reorganization, specifically for selected states with material presence. (6) Performing a detailed tax stock basis study for purposes of executing the entity rationalization analysis without triggering tax issues. Richard Bodnum, Linda Kim and David Hoffman are presently expected to have primary responsibility for providing the Services to the Debtors, according to Mr. Eckstein. Pursuant to an Engagement Letter between the Debtors and Deloitte Tax, the firm will receive a fixed annual fee of $550,000 for services which include tax compliance services, tax provision services, and the Additional Tax Services. The annual fee is to be paid based on an agreed upon schedule for an initial deposit and monthly payments, Mr. Eckstein explains. The Debtors will pay Deloitte Tax's professionals in accordance with these hourly rates: Rate for Rate Range for Compliance/FAS 109 Restructuring Billing Category Consulting Services Consulting Services ---------------- ------------------- ------------------- Partner $475 $680 Senior Manager $400 $550 Manager $325 $460 Senior Staff $275 $360 Staff $175 $280 Mr. Eckstein adds that in accordance with Deloitte Tax's estimates, the fees for the Additional Services -- which ultimately will be based on the actual hours incurred at the Billing Category Rates -- will amount to: Project Fee Range ------- --------- Ongoing background analysis and initial planning $50,000 to $100,000 Preparation of Tax basis balance sheets $80,000 to $120,000 COD Income and attribute reduction $125,000 to $165,000 Section 382 and built-in gains/losses $125,000 to $165,000 State Tax Analysis State filing methodology $10,000 to $15,000 per state Legal entity rationalization $35,000 to $50,000 State tax implementation of new structure TBD Stock basis calculations $175,000 to $200,000 The Debtors will also reimburse Deloitte Tax for necessary out-of- pocket expenses. Richard Bodnum, Esq., a partner at Deloitte Tax LLP, certifies that his firm is a "disinterested person" as that term is defined by Section 101(4) of the Bankruptcy Code. The Court will convene a hearing to consider the Debtors' application on April 29, 2009. Objections, if any, must be filed by April 24. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling $1.376 billion and liabilities totaling $1.538 billion. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BALLY TOTAL: Panel Gets Green Light to Hire Garden City ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized the official committee of unsecured creditors appointed in the bankruptcy cases of Bally Total Fitness Holding Corporation and its debtor-affiliates to retain The Garden City Group as its information agent, nunc pro tunc to February 2, 2009. Specifically, GCG will: (i) establish and maintain an Internet-accessed Web site that provides, without limitation: * a link to the Web site maintained by Kurtzman Carson Consultants, as the Debtors' notice, claims and balloting agent, which will include the case docket and claims register; * highlights of significant events in the Debtors' cases; * a calendar with upcoming significant events in the Chapter 11 cases; * a general overview of the Chapter 11 process; * the Debtors' or the Committee's press releases, if any; * a registration form for creditors to request "real-time" updates regarding the Chapter 11 cases; * a form to submit creditor questions, comments and requests; * responses to creditor questions, comments and requests; * answers to frequently asked questions; * links to other relevant Web sites; and * the contact information for the Debtors' counsel and Advisors; (ii) distribute updates regarding the Chapter 11 Cases via electronic mail for creditors that have registered for the service; and (iii) establish and maintain an electronic mail address for creditors to submit questions and comments. The firm will be paid in accordance with these hourly rates: Administrative $45 to $70 Data Entry Processors $55 Mailroom and Claims Control $55 Project Administrators $70 to $85 Quality Assurance Staff $80 to $125 Project Supervisors $95 to $110 Systems & Technology Staff $100 to $200 Graphic Support $125 Project Managers, Senior Project Managers, and Department Managers $125 to $150 Directors, Senior Consultants, and Assistant Vice Presidents $175 to $250 Senior Management $250 to $295 Jeffrey S. Stein, vice president of GCG, said his firm is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets of $1.376 billion and liabilities of $1.538 billion. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945- 7000) BALLY TOTAL: Court Okays Insurance Premium Agreement with AON ------------------------------------------------------------- In the ordinary course of their business, Bally Total Fitness Holding Corporation and its debtor-affiliates are required to carry various insurance policies in the United States, including (i) workers' compensation, (ii) commercial general liability, and (iii) umbrella coverage for commercial general liability. The Policies provide coverage for, among other things, property and liability risks on the Debtors' real and personal property, liability that may arise out of the Debtors' employment practices, and workers' compensation claims against the Debtors. Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, tells the U.S. Bankruptcy Court for the Southern District of New York that the Insurance Policies are essential to the preservation of the Debtors' businesses, properties and assets, and are also required by regulations, laws and contracts that govern the Debtors' business conduct. Prior to the Petition Date, the Debtors financed premiums on certain of their policies pursuant to premium finance agreements with third-party lenders, under which the Debtors are not required to pay the Insurers on a lump-sum basis. Due to the Debtors' financial condition, however, they were able to neither renew certain Prepetition PFAs, nor obtain insurance without upfront payment in full of all premiums. As of the Petition Date, the Debtors were party to one Prepetition PFA with Standard Funding Corporation. After obtaining the Court's approval in January 2009, the Debtors entered into an insurance program with American International Group and its affiliates, which included compensation, general liability and umbrella coverage. However, the AIG arrangement was economically disadvantageous for the Debtors, Mr. Reisman relates. Since the Debtors' financial condition has stabilized, they have negotiated replacement coverage for the AIG Insurance Program, which commenced on March 15, 2009, and will continue through March 15, 2010. Under the Replacement Coverage, AIG is providing workers' compensation coverage and has agreed to accept installment payments of premiums without further Court order. The Policies under the Replacement Coverage total $5,167,000 in insurance premiums, including taxes, consisting of: Policy Type Underwriter Annual Premium ----------- ----------- -------------- General Liability Columbia Casualty Company $3,250,000 Insurance Policy Umbrella coverage National Union Fire Insurance 1,800,000 Company of Pittsburgh, PA To finance the payment of the Insurance Premiums, Judge Burton R. Lifland authorized the Debtors and their insurance agent, AON Risk Services Central, Inc., along with its affiliate AON Finance, to enter into a premium financing agreement with AFCO, a company specializing in insurance finance, to negotiate the terms of financing the Insurance Premiums on a secured basis. Mr. Reisman notes that the Debtors' entry into the PFA is pursuant to Section 364(c)(2) of the Bankruptcy Code, under which the Court may "authorize the obtaining of credit or the incurrence of debt- . . . secured by a lien on property of the estate that is not otherwise subject to a lien . . . ." if the Debtors are unable to obtain unsecured credit allowable under Section 503(b)(1). Essentially, the Debtors arranged for AFCO to finance the payment of premiums for the Policies. AON Finance issued the PFA, but has assigned its interest in the PFA to AFCO. The PFA provides for a cash down payment of $1,810,563, an amount financed of $3,356,437 in seven monthly payments of $488,807 each -- an annual percentage rate of 5.801% for payments to AON Finance and ultimately to its assignee, AFCO, totaling $3,421,654. In addition, under the PFA, the Debtors grant to AON Finance and ultimately to its assignee, AFCO, a power of attorney to cancel the Policies financed under the PFA, in the event of a default in payment by the Debtors. The Court granted AON Finance's assignee, AFCO, a first and only priority security interest in: (a) any and all unearned Insurance Premiums and dividends which may become payable under the financed Policies; and (b) loss payments which reduce the unearned Insurance Premiums, subject to any mortgagee or loss payee interests. In the event that the Debtors default upon the terms of the PFA, the automatic stay under Section 362 of the Bankruptcy Code will be modified solely to the extent necessary to permit AFCO to exercise any rights under the PFA, Judge Lifland ruled. The Court further held that upon cancellation of the Policies financed by AFCO, any remaining amount owing to AFCO, including reasonable attorneys' fees, will be allowable and given priority as an administrative expense under Section 503(b) of the Bankruptcy Code. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BARCELONA LLC: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Barcelona, LLC 5060 California Ave #1150 Bakersfield, CA 93309 Bankruptcy Case No.: 09-13467 Chapter 11 Petition Date: April 20, 2009 Court: U.S. Bankruptcy Court Eastern District of California (Fresno) Judge: Hon. Whitney Rimel Debtor's Counsel: Leonard K. Welsh, Esq. 4550 California Ave 2nd Fl Bakersfield, CA 93309 (661) 395-1000 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/caeb09-13467.pdf The petition was signed by Terry Moreland, member of the Company. BARRINGTON BROADCASTING: Cut by S&P to SD on Debt Buy at 83% Off ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Barrington Broadcasting LLC to 'SD' (selective default) from 'CCC+'. In addition, S&P lowered the issue-level rating on the 10.5% senior subordinated notes due 2014, co-issued by Barrington Broadcasting Group LLC and Barrington Broadcasting Capital Corp., to 'D' from 'CCC-'. The rating actions reflect S&P's view that the company's recent purchases of slightly more than half of its senior subordinated notes outstanding at below par value constitutes a distressed exchange and, as such, is tantamount to a default under Standard & Poor's criteria. Going forward, the ratings will reflect the company's improved credit metrics as a result of the repurchases. The repurchases will reduce debt and interest costs and improve the company's headroom under its total leverage covenant at a time when advertising revenues are declining steeply. "Even with this debt reduction, our preliminary expectation is that S&P will raise the corporate credit rating to the previous 'CCC+' level, as Barrington's ability to meet covenants at the end of 2009 and into 2010 will still rely on a substantial moderation of the recent advertising revenue declines and/or further reductions in debt," said Standard & Poor's credit analyst Jeanne Mathewson. The company's leverage covenant steps down to 7.0x from 7.5x at the end of 2009. Revenues, excluding those from political ads, declined 13% in the fourth quarter over the prior-year period. If declines of this magnitude continue or accelerate in 2009, S&P believes that the company could violate its leverage covenant when it steps down to 7.0x at the end of the year. Barrington announced in its 10-K that it has used $11.6 million to repurchase $67.8 million aggregate principal amount of the notes. The company received a $16 million equity cure from its equity sponsor, Pilot Group LP, and obtained an amendment to its credit agreement to allow the use of up to $13 million of the contribution to buy back its senior subordinated notes at a discount. After reflecting the $11.6 million already used, the company may use an additional $1.4 million to repurchase its senior subordinated notes. Future purchases of such insignificant amounts would not lead to additional rating changes. S&P estimates that the repurchases will reduce the company's interest expense by roughly 30%. As a result, S&P expects unadjusted EBITDA coverage of interest, which was 1.4x in 2008, to improve by a little over one-half of a turn. The repurchases account for 54% of the original issue amount and 22% of debt outstanding as of Dec. 31, 2008. The repurchases improved leverage by roughly two turns. BI-LO LLC: $125MM Lifeline Arranged by GE, Top DIP Lender in 2008 ----------------------------------------------------------------- GE Capital, Restructuring Finance said on Monday that it led a $125 million debtor-in-possession (DIP) credit facility to BI-LO, LLC. The loan will be used for working capital needs as the company restructures under Chapter 11. GE Capital Markets arranged the transaction. "The DIP facility from GE provides the liquidity and flexibility we need in this market," said Brian Carney, CFO of BI-LO. "GE's extensive retail and restructuring knowledge, coupled with a great working relationship, helped us secure capital to meet our turnaround plans." "Specializing in both retail and restructuring finance means GE is uniquely positioned to provide borrowers with smarter loan structures in short order," said Tim Tobin, managing director of retail restructuring for GE Capital, Restructuring Finance. In 2008, GE Capital was the number one DIP lender by volume with approximately $2 billion committed on 21 deals. To date in 2009, the Restructuring Finance business has led 6 DIP financings providing over $600 million. About GE Capital, Restructuring Finance GE Capital, Restructuring Finance -- http://www.gelending.com/clnews-- is a leading provider of senior secured loans to distressed companies supporting Chapter 11 filings, plan-of-reorganizations and out-of-court restructurings. About Bi-Lo LLC Greenville, South Carolina-based BI-LO LLC -- http://my.bi-lo.com/ -- is a chain of 215 supermarkets based in Greenville, South Carolina. Founded in 1964 by Frank Outlaw, the Company and its affiliates operate supermarkets around South Carolina, North Carolina, Georgia, and Tennessee and have about 17,000 employees. Dallas-based Lone Star Funds bought the business in 2005 from Koninklijke Ahold NV, the Dutch supermarket operator. Lone Star also owns Bruno's Supermarkets LLC, a chain of 66 stores that filed under Chapter 11 in February in Birmingham, Alabama. BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). Betsy Johnson Burn, Esq., Frank B.B. Knowlton, Esq., George Barry Cauthen, Esq., and Jody A. Bedenbaugh, Esq., at Nelson, Mullins, Riley and Scarborough assist the Companies in their restructuring efforts. The Companies listed US$100 million to US$500 million in assets and US$100 million to US$500 million in debts. BLUE SINK: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Blue Sink Partnership, LLC 1010 Johns Pointe Drive Winter Garden, FL 34787 Bankruptcy Case No.: 09-05114 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Kenneth D Herron, Jr., Esq. 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 Email: kherron@whmh.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of 20 largest unsecured creditors when it filed its petition. The petition was signed by James J. Costello, Jr., managing member of the Company. BOMBARDIER INC: S&P Affirms Corporate Credit Rating at 'BB+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its ratings, including the 'BB+' long-term corporate credit rating, on Montreal-based Bombardier Inc. The outlook is stable. "The ratings on Bombardier reflect what S&P view as the company's steadily improving financial flexibility through debt reduction and cash conservation, and its leading market positions in the transportation and business aircraft segments, as well as its improving cost efficiency, increasing product range, and diversity," said Standard & Poor's credit analyst Greg Pau. These positive factors are partially offset in S&P's opinion by the severe challenges facing the aerospace business because of the sharp decline in demand and the need for diligently adjusting production capacity, as well as high execution risk of new aircraft programs in the current business down cycle. S&P believes that management's efforts to restore Bombardier's financial health, to conserve liquidity, and to improve profitability in the past five years have materially enhanced the company's financial flexibility. Such financial flexibility would, in S&P's view, become a valuable cushion for Bombardier to weather the current downturn, while proceeding with the aircraft programs it deems important to enhance its long-term competitiveness. The aerospace industry has faced what S&P consider tremendous challenges since fourth-quarter fiscal 2009 because of the economic recession, more difficult aircraft financing and leasing markets, airlines' capacity reduction, and growing pre-owned jets inventory. S&P understands Bombardier's aerospace division, like other manufacturers, has also faced order deferrals and cancellations while new orders in business jets have effectively dried up since November 2008. Standard & Poor's believes that the transportation division's sizable backlog position covering 2.5 years of fiscal 2009 revenue and continued (albeit weaker) order intake could support Bombardier's cash flow generation as the aerospace business faces its challenges. Because of that, S&P thinks the continued efficiency improvement and order execution in transportation is likely to become even more important in the next two years. The stable outlook reflects S&P's view that Bombardier's improved financial measures are likely to be reversed by the challenging business conditions in the aerospace division. Hence, S&P believes that headroom is reduced at the current rating level. With its liquid resources, S&P expects Bombardier to weather the current downturn without material deterioration in its financial risk measures from its fiscal 2008 level. However, S&P also recognizes that the severity and duration of the current downturn, which is difficult to predict, could put further pressure on Bombardier's financial risk profile. S&P could revise the outlook on Bombardier to negative if the company's adjusted debt to EBITDA exceeds 3.75x or adjusted funds from operations to debt falls below 25%. S&P would also consider lowering the rating upon further deterioration of adjusted debt to EBITDA to more than 4x or if adjusted FFO to debt falls below 20%. The rating action, if taken, would also reflect S&P's forward-looking view on aerospace market conditions and what S&P considers Bombardier's ability to adjust its capacity accordingly. Under the current business conditions, an upgrade or outlook revision to positive is, in S&P's opinion, unlikely in the near term. Nevertheless, when what S&P views as more normal and stable market conditions return, S&P could consider revising the outlook to positive or raising the rating on Bombardier if the company improves its financial measures, with adjusted debt to EBITDA falling below 2.5x and or adjusted FFO to debt reaching 40%. BROCCO DEVELOPMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Brocco Development Corporation 1483 Mineral Spring Avenue Providence, RI 02904 Bankruptcy Case No.: 09-11432 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court District of Rhode Island (Providence) Debtor's Counsel: Christopher Lefebvre, Esq. Law Office of Claude Lefebvre & Sons P.O. Box 479 Two Dexter Street Pawtucket, RI 02862 Tel: (401) 728-6060 Email: court@lefebvrelaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by John E. Brocolli, president of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/rib09-11432.pdf BROKER DEALER: Case Summary & 8 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Broker Dealer Solutions, Inc. 2000 Banks Road Suite 211 Pompano Beach, FL 33063 Bankruptcy Case No.: 09-17306 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Lynn H. Gelman, Esq. 1450 Madruga Ave #302 Coral Gables, FL 33146 (305) 668-6681 Email: lynngelman@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 8 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb09-17306.pdf The petition was signed by Bruce Dier, president of the Company. BRUSHFIELD 2007-1: Writedowns Cue S&P's Note Rating Cut to 'D' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on five classes of notes issued by Brushfield 2007-1 Ltd. to 'D' from 'CCC-'. The lowered ratings follow a number of recent credit events within the underlying portfolio. Writedowns in the underlying reference portfolio have caused all classes to incur a principal loss. Ratings Lowered Brushfield 2007-1 Ltd. Rating ------ Class To From ----- -- ---- A-1LB D CCC- A-2L D CCC- A-3L D CCC- B-1L D CCC- B-2L D CCC- BUFFETS HOLDINGS: Court Confirms Plan of Reorganization ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has entered an order confirming Buffets Holdings, Inc.'s Plan of Reorganization. The Plan will become effective -- and the company will exit bankruptcy protection -- as soon as all closing conditions to the Plan and to the company's exit financing have been met. Buffets expects to emerge from Chapter 11 shortly. Buffets has received commitments totaling $117.5 million in new first lien exit financing from various lenders, which will enable the Company to satisfy its Chapter 11 Plan obligations and provide working capital for ongoing operations. In addition, $139.8 million in second lien rollover financing will remain from the prepetition lenders. "We are very pleased to have passed this milestone of the Chapter 11 process, and that our emergence from bankruptcy protection is imminent," said Mike Andrews, Chief Executive Officer of Buffets Holdings. "We will emerge a stronger and more financially secure enterprise, and we look forward to building on the groundwork laid by our approved Plan of Reorganization by continuing to improve our operations and invest in our business." Buffets expects to emerge from its reorganization with a stronger balance sheet, significantly less debt, and greater resources to operate effectively and make investments that ensure it can continue to deliver the highest quality food, service, and value to its guests. Over the past fifteen months, Buffets Holdings has focused its efforts on right-sizing the organization, including streamlining its portfolio of restaurants and reducing operating expenses across the business. Mr. Andrews stated, "We are very appreciative of all of our Team Members for their tireless commitment to this company. It is largely due to their hard work and dedication that we were able to achieve what we did during the Chapter 11 process. We are also grateful to our creditor groups for their strong endorsement of our Plan of Reorganization. Finally, we thank our guests and our business partners for their support throughout this challenging process." About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc., employs approximately 37,000 team members and serves approximately 200 million customers annually. Buffets and all of its subsidiaries filed Chapter 11 protection on January 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl Young & Jones as counsels. The Debtors' balance sheet as of Sept. 19, 2007, showed total assets of $963,538,000 and total liabilities of $1,156,262,000. As reported in the Troubled Company Reporter on Feb. 26, 2008, the Court granted on February 22, 2008, final approval of the Debtors' debtor-in-possession credit facility, consisting of $85 million of new funding and $200 million carried over from the company's prepetition credit facility. CANWEST GLOBAL: Senior Lenders & 8% Noteholders Extend Waivers -------------------------------------------------------------- Canwest Global Communications Corp.'s subsidiary, Canwest Media Inc. (CMI), and its senior lenders have agreed to extend the waiver of certain borrowing conditions until May 5, 2009. The members of an ad hoc committee of 8% noteholders, which collectively hold approximately 70% of the outstanding notes, have also agreed not to demand payment of their notes for a period ending May 5, 2009 to coincide with the expiry date of CMI's waiver agreement with its senior lenders. During the two week period, CMI's senior lenders have agreed to provide the Company with additional access to credit. CMI continues discussions with its senior lenders and representatives of an ad hoc committee of 8% noteholders. The Canadian Press relates that Canwest Global had faced a deadline with its lenders on Tuesday. According to the report, Canwest Global breached the terms of a senior secured credit facility and failed to pay interest on senior notes. Tuesday, says the report, was the latest deadline for a restructuring of the senior debt and an overdue US$30.4-million payment on the notes. The Canadian Press states that the note payment was originally due March 15. The noteholders could demand repayment of US$761 million in notes outstanding as well as the missed interest had Canwest Global failed to make the note payment, the report says. About Canwest Global Canwest Global Communications Corp. -- http://www.canwest.com/-- (TSX: CGS and CGS.A,) an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and/or holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. * * * As reported in the Troubled Company Reporter on January 16, 2009, Canwest Global Communications Corp. warned that based on current revenue and expense projections, it may not be able to comply with its existing quarterly total financial leverage ratio covenants in fiscal 2009. Continuation of negative conditions may affect the Company's ability to meet certain financial covenants in its credit facilities. The Company is reviewing and implementing strategies to ensure compliance with its covenants, including strategies intended to improve profitability and reduce debt. The TCR reported on January 19, 2009, that Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Winnipeg, Manitoba-based Canwest Media Inc. to 'CCC+' from 'B'. At the same time, S&P lowered the senior secured debt rating on wholly owned subsidiary Canwest Limited Partnership to 'B-' from 'BB-'. In addition, S&P lowered the senior subordinated debt ratings on Canwest Media and Canwest LP to 'CCC-' from 'CCC+'. S&P removed all ratings from CreditWatch with negative implications, where they were placed Oct. 31, 2008. The outlook is negative. CHARLES COX: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Charles A. Cox Generation Skipping Trust P.O. Box 531 Sante Fe, NM 87504 aka CAC GST Trust Bankruptcy Case No.: 09-11998 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Debtor's Counsel: O. Clifton Gooding, Esq. The Gooding Law Firm 1200 City Place Building 204 N Robinson Avenue Oklahoma City, OK 73102 Tel: (405) 948-1978 Fax: (405.948.0864 Email: cgooding@goodingfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file its list of 20 largest unsecured creditors together with its petition. The petition was signed by Hani Naser, trustee. CHARLES TURNER: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Charles Mitchel Turner, Jr. Carolyn Haddock Turner 200 Campden Way Greenville, NC 27858 Bankruptcy Case No.: 09-03091 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: Charles Mitchel Turner, Jr., Esq. 200 Campden Way Greenville, NC 27858 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-03091.pdf The petition was signed by Charles Mitchel Turner, Jr. and Carolyn Haddock Turner. CHARTER COMM: Wins Final OK to Limit Trading In Stock to Keep NOLs ------------------------------------------------------------------ Charter Communications, Inc., and its debtor-affiliates received on April 15, 2009, final approval from the U.S. Bankruptcy Court for the Southern District of New York of notification and hearing procedures for transfers of common stock, in order to preserve the Debtors' net operating losses (NOLs) and tax attributes. Any purchase, sale or other transfer of common stock in Charter Communications, Inc. or of any beneficial ownership thereof, including options, before the effective date of a confirmed Chapter 11 plan of reorganization in violation of the procedures will be null and void ab initio. Pursuant to the order, any entity who currently is or becomes a "Substantial Shareholder" must file with the Court a declaration of said status on or before the later of (i) May 8, 2009, which is 20 days after the date of the notice of order and (ii) 10 days after becoming a "Substantial Shareholder." The order defines a "Substantial Shareholder" as any entity that has Beneficial Ownership of at least 20 million shares of Class A Common Stock or 20 million shares of Class A and Class B Common Stock in the aggregate. Before effectuating any pre-effective date transfer of Common Stock that would result in an increase or decrease in the amount of Common Stock of which a Substantial Shareholder has Beneficial Ownership or would result in a entity becoming or ceasing to be a Substantial Shareholder, said Substantial Shareholder or entity must file with the Court an advance written declaration of the intended transfer. The Debtors will have 15 days after receipt of a declaration of proposed transfer to file with the Court and serve on said Substantial Shareholder an objection to any proposed pre-effective date transfer of Common Stock on the basis that said transfer of Common Stock is reasonably likely to result in a pre-effective date ownership change. A copy of the Court's order establishing notification and hearing procedures for transfers of Common Stock of CCI is available for free at http://bankrupt.com/misc/CCI.NotificationProcedures.pdf In papers filed with the Court, the Debtors related that as of December 31, 2008, they had NOL carryforwards of approximately $8.7 million. Under Section 382 of the Internal Revenue Code of 1986 (as amended), the Debtors can carry forward their NOLs to offset future taxable income for up to 20 taxable years, thereby reducing their aggregate tax obligations. Such NOLs may also be utilized by the Debtors to offset any taxable income generated by transactions completed during the Chapter 11 cases at a combined federal and state tax rate of approximately 40%. The Debtors' NOLs could result in a future tax savings of approximately $3.4 billion. The Debtors said that unrestricted trading in CCI common stock could adversely affect the Debtors' NOL carryforwards if (a) too many 5% or greater blocks of CCI common stock are created or (b) too many shares are added to or sold from such blocks such that, together with previous trading by 5% shareholders during the preceding three-year period, an ownership change within the meaning of the IRC is triggered prior to emergence and outside the context of a confirmed Chapter 11 plan. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- 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 Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D. N.Y. Case No. 09-11435). The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet- Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of Dec. 31, 2008, the Debtors had total assets of $13,881,617,723, and total liabilities of $24,185,668,550. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHISHOLM PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Chisholm Properties of Pensacola, LLC PO Box 1272 Pensacola, FL 32591-1272 Bankruptcy Case No.: 09-30782 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Northern District of Florida (Pensacola) Debtor's Counsel: Sherry Fowler Chancellor, Esq. The Law Office of Sherry F. Chancellor 619 West Chase St. Pensacola, FL 32501 850-436-8445 Email: sherry.chancellor@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of largest unsecured creditors together with its petition. The petition was signed by Johnny Chisholm, managing member of the Company. CHRISTIAN HEYER: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Christian O. Heyer P.O. Box 50317 Santa Barbara, CA 93150 Bankruptcy Case No.: 09-11370 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: Peter Susi, Esq. 7 W Figueroa 2nd Fl Santa Barbara, CA 93101-3191 Tel: (805) 965-1011 Fax: (805) 965-7351 Email: cheryl@msmlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-11370.pdf The petition was signed by Christian O. Heyer. CHRYSLER FINANCIAL: Moody's Downgrades Corp. Family Rating to 'Ca' ------------------------------------------------------------------ Moody's Investors Service downgraded the corporate family rating of Chrysler Financial Services Americas LLC to Ca from Caa2, following Moody's downgrade of Chrysler Automotive, LLC's corporate family rating to C from Ca. Chrysler Financial's rating outlook is negative. The downgrade of Chrysler Financial's ratings reflects the effects of the continued erosion in the Chrysler franchise and the potential effects that a Chrysler bankruptcy could have on Chrysler Financial's credit profile, particularly its asset quality and profitability. Chrysler Financial's ratings are tied to those of Chrysler due to its business concentrations with the company and also due to the common ownership of Chrysler Financial and Chrysler by Chrysler Holdings. Chrysler Financial's negative outlook considers the effect on the firm's operating prospects of Chrysler's weakened condition, adverse employment and other macro- economic trends, and constrained access to funding sources. Chrysler Financial's performance has been negatively affected by higher loss severity on defaulted loans and impairment of leases and retained interests. Though used car values improved in the first quarter of 2009, Moody's believes that a Chrysler bankruptcy could result in a significant deterioration in the value of Chrysler vehicles, which would lead Chrysler Financial to record significant operating lease impairment charges and residual losses, much higher defaults in its dealer floorplan portfolio, and elevated loss severity in its retail loan portfolio. The firm has taken steps to strengthen underwriting and collections practices, but these efforts are insufficient to avoid the potentially significant negative consequences associated with a Chrysler bankruptcy, in Moody's view. Ratings affected by Moody's rating action include: -- Corporate Family Rating: to Ca from Caa2 -- Sr. Secured Revolving Credit Facility: to Ca from Caa2 -- Sr. Secured Term Loan B: to Ca from Caa2 -- Sr. Secured Second Lien Term Loan: to C from Caa3 In its last rating action on December 3, 2008, Moody's downgraded Chrysler Financial's corporate family rating to Caa2 from B3 and assigned a negative outlook. Chrysler Financial Services Americas LLC, headquartered in Farmington Hills, Michigan, is engaged in consumer and commercial auto finance. CHRYSLER LLC: Moody's Downgrades Corporate Family Rating to 'C' --------------------------------------------------------------- Moody's Investors Service lowered the Corporate Family Rating and Probability of Default Rating of Chrysler LLC to C from Ca. Moody's also reassessed the company's estimated family recovery rate in the event of default. This recovery rate was lowered to 20% from 50%. The downgrade of the CFR and PDR to C reflect the certainty that Chrysler will undertake a debt restructuring that Moody's would view as a default for rating purposes or will file for bankruptcy. The reduction in the estimated family recovery to 20% reflects the impact that the unprecedented erosion in the North American auto markets is having on Chrysler's ongoing viability, and on the value of its tangible assets and its various brands. Moody's believes that the company's inability to finalize the debt restructuring that was one of the conditions of the government bailout loans extended to the company in December is due, in part, to this erosion in value. Consistent with the framework of Moody's Loss Given Default methodology, the reduction in Chrysler's PDR to C and the family recovery rate to 20% contributed to a downgrade of the company's secured first-lien credit facility to Ca from Caa3 and secured second-lien credit facility to C from Ca. Chrysler's family recovery rate of 20% compares with rates of 30% for General Motors and 40% for Ford. The last rating action on Chrysler was a downgrade of its Corporate Family Rating to Ca on December 3, 2008. CHRYSLER LLC: Treasury Proposes 22% Payment & 5% Stake to Lenders ----------------------------------------------------------------- The U.S. Treasury Department is proposing that banks and other lenders accept as payment 22% of the $6.9 billion Chrysler LLC owes them plus a 5% equity stake in the Company, Jeffrey McCracken at The Wall Street Journal reports, citing people familiar with the matter. WSJ states that the government now offers lenders $1.5 billion of the $6.9 billion owed them by Chrysler. As reported by the Troubled Company Reporter on April 22, 2009, the lenders rejected the Treasury's request that they reduce 85% of Chrysler's $6.9 billion secured debt. President Barack Obama and the auto task force had requested that the lenders cut the debt to $1 billion, while gaining no equity stake in a restructured Chrysler. The lenders, describing the government's proposal as unfair, instead proposed to cut 35% of Chrysler's debt in exchange for a minority stake in the Company and a seat on its board. The lenders also demanded that Fiat SpA inject $1 billion in capital into Chrysler in exchange for whatever equity stake it would gain. WSJ relates that under the recent government proposal, the UAW, which Chrysler owes about $10.6 billion for retiree health-care costs, would get $1 billion this year and $2 billion in 2010 plus a stake in the restructured Chrysler. Bankruptcy Now 95% Certain, CSM Analyst Says Citing CSM Worldwide Inc. global forecasting chief Michael Robinet, Mike Ramsey at Bloomberg News Chrysler has a 95% probability of filing for bankruptcy. According to Bloomberg, Mr. Robinet said that the likeliest outcome of Chrysler's bankruptcy filing would be the purchase of some factories and brands by automakers like Fiat SpA. Mr. Robinet said that Fiat would likely have an advantage over other bidders on assets in a bankruptcy sale, as the company is already working with Chrysler to prepare for an alliance, Bloomberg states. Bloomberg states that Chrysler is still working to close differences with the Canadian Auto Workers union about lowering hourly labor costs by C$19 from C$76. About Chrysler 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 January 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 December 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 November 7, 2008. As reported in the Troubled Company Reporter on August 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 December 3, 2008, Dominion Bond Rating Service downgraded on November 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 November 7, 2008. CHRYSLER LLC: Bankruptcy Filing 95% Probable, CSM Analyst Says -------------------------------------------------------------- CSM Worldwide Inc. Global Forecasting Chief Michael Robinet said that Chrysler LLC has a 95% probability of filing for bankruptcy, a report by Mike Ramsey at Bloomberg News said. According to Bloomberg, Mr. Robinet said that the likeliest outcome of Chrysler's bankruptcy filing would be the purchase of some factories and brands by automakers like Fiat SpA. Mr. Robinet said that Fiat would likely have an advantage over other bidders on assets in a bankruptcy sale, as the company is already working with Chrysler to prepare for an alliance, Bloomberg states. Bloomberg states that Chrysler is still working to close differences with the Canadian Auto Workers union about lowering hourly labor costs by C$19 from C$76. About Chrysler 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 January 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 December 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 November 7, 2008. As reported in the Troubled Company Reporter on August 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 December 3, 2008, Dominion Bond Rating Service downgraded on November 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 November 7, 2008. CHRYSLER LLC: Should Avoid Liquidation, Michigan Lawmakers Say -------------------------------------------------------------- Democratic Members of Congress from Michigan including the eight Members of the U.S. House of Representatives and the two Michigan Senators on April 22, 2009, met with Rahm Emanuel, White House Chief of Staff and Larry Summers, Director of the White House's National Economic Council, at the White House to discuss the ongoing restructuring of Chrysler LCC and General Motors. After the meeting, the 10 Michigan Democrats said in a joint statement, "First, we want to thank President Obama and his team at Treasury and the Auto Task Force for working towards the goal of a strong, viable and competitive domestic auto industry. "Today's meeting was a good one. With the deadline for Chrysler set for April 30, we discussed the positive opportunity presented by the alliance with Fiat and our commitment to pursuing that result. We spoke frankly about our very serious concerns about bankruptcy for Chrysler and GM, and the Administration spoke frankly about their continued efforts to see Chrysler and GM emerge from restructuring through an out-of-court process. The Administration is working diligently to help these companies reach agreement with all of their stakeholders, including the secured lenders to Chrysler and GM's bondholders. We all recognize, however, that the Administration and the companies must continue to prepare contingency plans to avoid liquidation or a protracted restructuring process should the ongoing negotiations for out-of- court resolution fail. "We look forward to continuing to work with the President and his Administration, as well as our Republican colleagues from Michigan and concerned Members of Congress from all across the country, to bring about an out-of-court resolution for Chrysler and GM that preserves the most number of jobs for our future." On March 30, 2009, both General Motors Corp. and Chrysler LLC were granted extensions to complete the restructuring plans after finding that their restructuring plans submitted February 17 were not viable. The Treasury granted Chrysler a 30-day extension, until May 1, 2009, and GM a 60-day extension, until June 1, 2009, to resubmit their restructuring plans. The Special Inspector General said in an April 21 report that the Treasury Secretary acknowledged that, although GM has made significant progress on meeting its goals, more progress needs to be made in order for GM to become a viable long-term enterprise. GM was given 60 days to submit a revised plan to demonstrate progress for its long-term viability. "If it fails to do so, GM's loan from the Government will become due 30 days thereafter, which will likely force GM into bankruptcy," the report said. Structured Bankruptcy In accordance with the March 31, 2009 deadline in the U.S. Treasury's loan agreements with General Motors and Chrysler, the Obama Administration announced its determination of the viability of the companies, pursuant to their February 17, 2009 submissions, and is laying out a new finite path forward for both companies to restructure and succeed. These findings and new framework for success are consistent with the President's commitment to support an American auto industry that can help revive modern manufacturing and support our nation's effort to move toward energy independence, but only in the context of a fundamental restructuring that will allow these companies to prosper without taxpayer support. -- Viability of Existing Plans: The plans submitted by GM and Chrysler on February 17, 2009 did not establish a credible path to viability. In their current form, they are not sufficient to justify a substantial new investment of taxpayer resources. Each will have a set period of time and an adequate amount of working capital to establish a new strategy for long-term economic viability. -- General Motors: While GM's current plan is not viable, the Administration is confident that with a more fundamental restructuring, GM will emerge from this process as a stronger more competitive business. This process will include leadership changes at GM and an increased effort by the U.S. Treasury and outside advisors to assist with the company's restructuring effort. Rick Wagoner is stepping aside as Chairman and CEO. In this context, the Administration will provide GM with working capital for 60 days to develop a more aggressive restructuring plan and a credible strategy to implement such a plan. The Administration will stand behind GM's restructuring effort. -- Chrysler: After extensive consultation with financial and industry experts, the Administration has reluctantly concluded that Chrysler is not viable as a stand-alone company. However, Chrysler has reached an understanding with Fiat that could be the basis of a path to viability. Fiat is prepared to transfer valuable technology to Chrysler and, after extensive consultation with the Administration, has committed to building new fuel efficient cars and engines in U.S. factories. At the same time, however, there are substantial hurdles to overcome before this deal can become a reality. Therefore, the Administration will provide Chrysler with working capital for 30 days to conclude a definitive agreement with Fiat and secure the support of necessary stakeholders. If successful, the government will consider investing up to the additional $6 billion requested by Chrysler to help this partnership succeed. If an agreement is not reached, the government will not invest any additional taxpayer funds in Chrysler. -- A Fresh Start to Implement Aggressive Restructurings: While Chrysler and GM are different companies with different paths forward, both have unsustainable liabilities and both need a fresh start. Their best chance at success may well require utilizing the bankruptcy code in a quick and surgical way. Unlike a liquidation, where a company is broken up and sold off, or a conventional bankruptcy, where a company can get mired in litigation for several years, a structured bankruptcy process - if needed here - would be a tool to make it easier for General Motors and Chrysler to clear away old liabilities so they can get on a path to success while they keep making cars and providing jobs in our economy. -- A Commitment to Consumer Warrantees: The Administration will stand behind new cars purchased from GM or Chrysler during this period through an innovative warrantee commitment program. -- Appointment of a Director of Auto Recovery: The Administration also announced that Edward Montgomery, a top labor economist and former Deputy Secretary of Labor, will serve as Director of Recovery for Auto Workers and Communities. Dr. Montgomery will work to leverage all resources of government to support the workers, communities and regions that rely on the American auto industry. About Chrysler 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. 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 January 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 * * * As reported by the Troubled Company Reporter on April 14, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on Chrysler's senior secured first-lien term loan due 2013 to 'CC' (the same as the 'CC' corporate credit rating on Chrysler) from 'CCC'. The recovery rating was revised to '4' from '1', indicating S&P's view that lenders can expect average (30% to 50%) recovery in the event of a payment default. The corporate credit rating is unchanged, at 'CC', which reflects S&P's view of the likelihood of default -- from either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. 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. For the 2008 calendar year, GM reported an adjusted net loss, excluding special items, of $16.8 billion. This compares to an adjusted net loss of $279 million. Including special items, the company reported a loss of $30.9 billion, compared to a reported loss of $43.3 billion in 2007, which included a non-cash special charge of $38.3 billion in the third quarter related to the valuation allowance against deferred tax assets. GM admitted in its viability plan submitted to the U.S. Treasury on February 17 that it 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 GM's viability plan is available at: http://researcharchives.com/t/s?39a4 Deloitte & Touche LLP, has said there is substantial doubt about GM's ability to continue as a going concern after reviewing GM's 2008 financial report. Deloitte cited the Company's recurring losses from operations, stockholders' deficit and failure to generate sufficient cash flow to meet the Company's obligations and sustain the its operations. It said GM's future is dependent on the Company's ability to execute the Company's Viability Plan successfully or otherwise address these matters. If the Company fails to do so for any reason, the Company would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code. As of December 31, 2008, GM reported $91,047,000,000 in total assets, $176,387,000,000 in total liabilities, and $86,154,000,000 in stockholders' deficit. Standard & Poor's Ratings Services on April 10 lowered its issue- level rating on GM's $4.5 billion senior secured revolving credit facility to 'CCC-' (one notch above the 'CC' corporate credit rating on the company) from 'CCC'. It revised the recovery rating on this facility to '2' from '1', indicating its view that lenders can expect substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating remains unchanged, at 'CC', reflecting its view of the likelihood that GM will default-- through either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. CIRCUIT CITY: Bid Protocol Approved; Auction Sale Set for May 11 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia has approved (i) procedures for the sale of Circuit City Stores West Coast, Inc., and Circuit City Stores, Inc.'s intellectual property, internet-related property and customer information, and (ii) a "stalking horse" agreement with Systemax Inc. Pursuant to the sale procedures, the Debtors will still be accepting offers for their intellectual property assets. Competing bids are due no later than 5:00 p.m. Eastern on May 6, 2009. In order to have a "qualified bid", an interested party must provide a bid that, among other things, exceeds the stalking horse bid by $350,000. Systemax, the stalking horse bidder, has offered $6.5 million in cash plus a share in future revenues. If the Debtors receive qualified bids in addition to Systemax's, an auction will be conducted at the offices of Skadden, Arps, Slate, Meagher & Flom, LLP, 4 Times Square, New York, NY 10036, commencing at 10:00 a.m. Eastern on May 11, 2009. A sale hearing will be held on May 13, 2009, at 10:00 a.m. Eastern at which date and time, the Sellers will seek approval of the successful bid. Objections, if any, to the approval of the sale are due before May 12, 2009, at 4:00 p.m. Eastern. The Court has authorized Circuit City to pay a $250,000 break-up fee and expense reimbursement not to exceed $75,000 to Systemax if the Debtors consummate a sale transaction with another party. As reported in the Troubled Company Reporter on April 15, 2009, Systemax Inc. signed a "stalking horse" agreement to purchase selected assets of Circuit City's e-commerce business for $6.5 million in cash plus a share of future revenue generated utilizing those assets over a 30-month period. A full-text copy of the Court's Bid Procedures Order is available at http://bankrupt.com/misc/Circuit.BPOrder.pdf About Circuit City Stores Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores 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 Bankruptcy 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) CITIGROUP INC: Investors Rebuke Directors on Losses --------------------------------------------------- Some shareholders lashed out at directors on Citigroup Inc.'s losses and for failing to adequately protect the Company from the credit crisis and recession, David Enrich and Matthias Rieker at The Wall Street Journal report. WSJ relates that during an annual meeting at a Manhattan hotel, Citigroup's slate of directors had been handily elected, with each director receiving at least 70% of the votes cast. WSJ quoted Citigroup CEO Vikram Pandit as saying, "The vital signs of Citi are improving." As reported by the Troubled Company Reporter on April 20, 2009, Citigroup reported net income for the first quarter of 2009 of $1.6 billion. WSJ relates that Citigroup has vowed that further changes will come soon. According to WSJ, Citigroup chairman Richard Parsons urged shareholders with personal financial problems to visit a table staffed by employees that will help them cut their debt loads. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. Citi had $2.0 trillion in total assets on $1.9 trillion in total liabilities as of Sept. 30, 2008. As reported in the Troubled Company Reporter on Nov. 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. As part of the agreement, the U.S. Treasury and the Federal Deposit Insurance Corporation will provide protection against the possibility of unusually large losses on an asset pool of approximately $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup will issue preferred shares to the Treasury and FDIC. In addition and if necessary, the Federal Reserve will backstop residual risk in the asset pool through a non-recourse loan. COLBY MANAGEMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Colby Management Group, LLC Post Office Drawer 99 Corolla, NC 27927-0099 Bankruptcy Case No.: 09-03120 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Trawick H Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Email: efile@stubbsperdue.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-03120.pdf The petition was signed by Pamela E. Colby, managing member of the Company. COMMERCIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Commercial Capital, Inc. 8101 E. Prentice Avenue, Suite M202 Englewood, CO 80111 Bankruptcy Case No.: 09-17238 Type of Business: The Debtor is a commercial real estate lender and investment partner, which engage in short- term commercial mortgage. http://www.commercialcapitalinc.com/ Chapter 11 Petition Date: April 22, 2009 Court: District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Robert Padjen, Esq. rp@jlrplaw.com Laufer and Padjen LLC 5290 DTC Parkway, Suite 150 Englewood, CO 80111 Tel: (303) 830-3173 Estimated Assets: $100 million to $500 million Estimated Debts: $50 million to $100 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Vastola, Alfonso Credit $1,933,886 916 Greenway Lane Castle Rock, CO 80108 Sikka, Vinay Credit $1,165,638 14573 E. Mississippi Ave. Aurora, CO 80012 Skorka, Michael L. Credit $1,127,630 5410 Pine Ridge Road Golden, CO 80403 Weisberg, Gene Credit $1,035,463 333 S. Monroe St. #405 Denver, CO 80209 Blaikie, Gordon Credit $826,005 Mutual of Omaha Credit $676,951 Haws, Michael Credit $632,000 Kemp Hanley Credit $618,700 Tamarack Properties Credit $600,000 Agave Resources, LLC Credit $590,000 Pamela A. Wilson Trust Credit $570,625 Fielder, Frederick A. Credit $543,750 Montoya, Pete M. Credit $380,360 Appelbaum, Henry R. Credit $375,000 Gold, Helen Credit $366,025 Wetzbarger, Michael Credit $350,000 RB Innovations Credit $332,391 Duffy, Duane Credit $312,500 Tamara S. Johnson-Baack IRA Credit $295,000 Vastola, Rose Marie Credit $265,833 The petition was signed by Matt Witt, president. CONDO USA: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Condo USA, LLC 3233 N 37th Street Phoenix, AZ 85018 Bankruptcy Case No.: 09-07933 Chapter 11 Petition Date: April 20, 2009 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Judge Sarah Sharer Curley Debtor's Counsel: Mary B. Martin, Esq. Lane & Nach, P.C. 2025 North Third Street, Suite 157 Phoenix, AZ 85004 602-258-6000 Fax: 602-258-6003 Email: mary.martin@lane-nach.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of largest unsecured creditors together with its petition. The petition was signed by Yuin Kim, member of the Company. COURIER TRANSPORTATION: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Courier Transportation Services, Inc. 402 S. Ellis Road Jacksonville, FL 32254 Bankruptcy Case No.: 09-02912 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Richard R. Thames, Esq. Stutsman Thames & Markey, P.A. 50 N Laura Street, Suite 1600 Jacksonville, FL 32202-3614 Tel: (904) 358-4000 Email: rrt@stmlaw.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Timothy L. Petty, secretary of the Company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb09-02912.pdf DAYTON SUPERIOR: Bondholders Group Offers Loan "Superior" to GE's ----------------------------------------------------------------- Jacqueline Palank at Dow Jones Newswires reports that a group of Dayton Superior Corp. bondholders is opposing the Company's proposed $165 million bankruptcy loan from General Electric Capital Corp. Dow Jones relates that the objecting bondholders, which together holds more than 60% of Dayton Superior's outstanding bond debt, are offering to provide a "superior" financing package. Dayton Superior is wrongly proceeding with a financing package that's "unfair" to its creditors despite the group's efforts to assist the Company with its restructuring, the report says, citing Dayton Superior. The Bondholders said in court documents, "The bondholders' DIP proposal actually offers more favorable economic terms than the GE DIP for which the debtor seeks approval. The bondholders' DIP proposal is superior to the GE DIP proposal in every material respect." Dow Jones relates that bondholders OCM Principal Opportunities Fund IV LP, Whippoorwill Associates, and Solus Alternative Asset Management take issue with the fact that the proposed DIP loan "rolls up" Dayton Superior's $111 million in existing debt on a pre-bankruptcy loan from GE Capital into the $165 million DIP loan. The Bondholders, according to Dow Jones, said that a roll-up: -- is "unnecessary" because they're offering to provide an alternative financing package without any roll-ups; -- will elevate GE Capital's $160 million-plus claim to a high priority, forcing Dayton Superior to confront a hefty claim that must be in paid in full before it may exit bankruptcy protection; and -- is likely to hinder Dayton Superior's eventual emergence from bankruptcy as the Debtor will face the hurdle of repaying $160 million directly to GE prior to any exit from Chapter 11. Dow Jones states that the Bondholders said that the $55 million DIP loan that they are offering lacks a roll-up and provides increased liquidity, lower pricing, greater flexibility for Dayton Superior's exit from Chapter 11 protection, and more flexible covenants. The bondholders said that their loan wouldn't put their liens at a higher priority than Dayton Superior's existing secured lenders, and the loan plan already has the support of the lenders who provided Dayton Superior's $100 million pre-bankruptcy term loan, Dow Jones relates. According to Dow Jones, lenders DK Acquisition Partners LP and Silver Point Capital LP expressed their support for the Bondholders' loan when they filed their own objection to the GE Capital financing proposal. "It commits the same $55 million of new money to fund the debtor's operations, with fewer conditions on, and more flexibility with respect to, availability of these funds than under the GE DIP proposal," the report quoted the lenders as saying. Dow Jones, citing the lenders, states that the 7.5% interest rate on the Bondholders' loan is about half of GE Capital's 15.25% interest rate. About Dayton Superior Headquartered in Dayton, Ohio, Dayton Superior Corporation -- http://www.daytonsuperior.com/-- makes and distributes construction products. Aztec Concrete Accessories Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern Construction Products Inc., Symons Corporation and Trevecca Holdings Inc. were merged with the Company on December 31, 2004. The Company filed for Chapter 11 protection on April 19, 2009 (Bankr. D. Del. Case No. 09-11351). Andrew C. Irgens, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Paul Noble Heath, Esq., Richards, Layton & Finger, represent the Debtor in its restructuring effort. Latham & Watkins LLP also represents the Debtor. The Debtor posted $288,709,000 in total assets and $405,867,000 in total debt as of February 27, 2009. DBSI INC: Court Extends Plan Filing Period to June 4 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has extended until June 4, DBSI Inc.'s exclusive period to propose a Chapter 11 plan, Bloomberg's Bill Rochelle said. As reported by the TCR on April 15, 2009, a former head of the U.S. Justice Department's fraud unit was selected to investigate DBSI Inc. Joshua Hochberg, a lawyer with McKenna Long & Aldridge LLP in Washington, has been tasked to investigate allegations by the State of Idaho Department of Finance that DBSI was involved in "numerous fraudulent securities transactions that have defrauded hundreds of creditors." Idaho authorities said DBSI's business "mirrors a Ponzi scheme" and involved "$2 billion in allegedly fraudulent securities transactions." Mr. Hochberg served as examiner for Refco Inc., the liquidated futures broker whose Chief Executive Officer Phillip Bennett and President Tone Grant were given prison sentences of 16 years and 10 years, respectively. About DBSI Inc. Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com -- operates a real estate company. On November 10, 2008, and other subsequent dates, DBSI and 167 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687). The Bankruptcy Cases are pending before the Honorable Peter J. Walsh. Lawyers at Young Conaway Stargatt & Taylor LLP represent the Debtors as counsel. The Official Committee of Unsecured Creditors tapped Greenberg Traurig, LLP as its bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' notice claims and balloting agent. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million and $500 million each. DE ANGELIS LANDSCAPE: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: De Angelis Landscape, Inc. 22425 Van Horn Rd. Woodhaven, MI 48183 Bankruptcy Case No.: 09-52352 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Judge Steven W. Rhodes Debtor's Counsel: Charles D. Bullock, Esq. Stevenson & Bullock, P.L.C. 29200 Southfield Rd. Suite 210 Southfield, MI 48076 (248) 423-8200 Fax: (248) 423-8201 Email: cbullock@gatecom.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb09-52352.pdf The petition was signed by James M. DeAngelis, president of the Company. DELTA AIR: $794 Mil. Net Loss Won't Affect S&P's 'B' Rating ----------------------------------------------------------- Delta Air Lines Inc. (B/Negative/--) reported a substantial first- quarter 2009 $794 million net loss, hurt by $684 million of fuel hedge losses. However, the company generated more than $600 million of operating cash flow and maintained liquidity (unrestricted cash and bank line availability) of $5 billion, a minimum level below which S&P has said that S&P could lower ratings. Standard & Poor's Ratings Services said that the results do not affect S&P's rating or outlook on Delta. Management now forecasts year-end liquidity of $6 billion to $6.5 billion, lower than the previous guidance of $7 billion, but still adequate. Despite the large first-quarter loss (and material, though lower, hedge losses expected in the second quarter), the company forecasts a full-year profit, as fuel hedges roll off in the second half and synergies from the 2008 merger with Northwest Airlines Corp. (B/Negative/--) accelerate. Overall, the financial outlook is somewhat weaker than previous expectations, and the target of a 2009 profit may prove challenging. Still, the operating results and liquidity should improve in absolute terms going forward, supporting the current rating. DENNY'S HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2' ---------------------------------------------------------------- Moody's Investors Service downgraded Denny's Holdings Inc.'s Corporate Family Rating and Probability of Default Rating to B2 from B1. Moody's also lowered the senior unsecured ratings of Denny's to Caa1 (LGD 5, 81%) from B3 (LGD 5, 84%). In addition, the Ba2 senior secured ratings of Denny's Inc. and SGL-3 speculative grade liquidity of Denny's were affirmed. The outlook is stable. Ratings downgraded and LGD estimates revised are: Denny's Holdings Inc. -- Corporate Family Rating to B2 from B1 -- Probability of Default Rating to B2 from B1 -- $175 million, 10% guaranteed senior unsecured notes due October 1, 2012 to Caa1 (LGD5, 81%) from B3 (LGD 5, 84%) Ratings affirmed and LGD assessments revised are: Denny's Inc. -- $50 million senior secured revolving credit facility, due 12/15/2011 rated Ba2 (LGD 2, 15% from LGD2, 19%) -- $260 million senior secured term loan, due 3/31/2012 rated Ba2 (LGD 2, 15% from LGD2, 19%) -- $40 million senior secured letter of credit facility, due 3/31/2012 rated Ba2 (LGD 2, 15% from LGD2, 19%) Denny's Holdings Inc. -- SGL-3 Speculative grade liquidity rating. The outlook is stable. "Although Denny's has reduced funded debt levels over the past several years, weakening operating performance due to deterioration in consumer spending and intense competition has resulted in debt protection metrics that are more representative of the revised ratings" stated Bill Fahy, Senior Analyst. The affirmation of the senior secured ratings reflect the lower percentage of total secured debt in the capital structure as the company has repaid borrowings under its secured term loan. This has created a relatively larger cushion of more junior debt in the capital structure than existed in the past. The B2 CFR reflects Denny's high leverage and modest coverage metrics, as well as Moody's view that the cushion under its financial covenants is modest and may require the company to seek amendments from its lenders. The ratings are supported by Denny's reasonable level of brand awareness in its core markets, meaningful scale with approximately 1,550 units, and adequate liquidity. The stable outlook reflects Moody's view that Denny's will maintain a level of operating performance and debt protection measures that are appropriate for its ratings and that the company's liquidity will remain adequate. The most recent rating action on Denny's was the affirmation of the ratings and the assignment of a negative outlook on June 26, 2008. Denny's Holdings, Inc., headquartered in Spartanburg, South Carolina, owns, operates and franchises full-service family dining restaurants. Annual revenues are approximately $760 million. DIAGNOSTIC CENTER: Case Summary & 21 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Diagnostic Center for Disease Leasing, LLC fka Diagnostic Center for Disease, LLC 1250 Tamiami Trail Suite 101 N Sarasota, FL 34239 Bankruptcy Case No.: 09-07832 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Timothy W. Gensmer, Esq. Timothy W Gensmer, PA 2831 Ringling Blvd Suite 202-A Sarasota, FL 34237 941-952-9377 Email: timgensmer@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its list of 21 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-07832.pdf The petition was signed by Ronald E. Wheeler, M.D., manager of the Company. DORIS PANOS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Doris Panos Designs, Ltd. 130 Old East Neck Road Melville, NY 11747 Bankruptcy Case No.: 09-72685 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Richard G. Gertler, Esq. Thaler & Gertler LLP 90 Merrick Avenue, Suite 400 East Meadow, NY 11554 Tel: (516) 228-3553 Fax: (516) 228-3396 Email: gertler@thalergertler.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb09-72685.pdf The petition was signed by Doris Panos, President of the company. DRIGGERS BODY: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Driggers Body Co., Inc. dba Driggers Auto Body 3526 North Pearl St. Jacksonville, FL 32206 Bankruptcy Case No.: 09-03069 Chapter 11 Petition Date: April 20, 2009 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Jerry A. Funk Debtor's Counsel: Robert D Wilcox, Esq. Wilcox Law Firm Enterprise Park 4190 Belfort Road, Suite 315 Jacksonville, FL 32216 904-281-0700 Fax: 904-513-9201 Email: rwilcox@wilcoxlawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its list of 7 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-03069.pdf The petition was signed by Edward L. Driggers, agent of the Company. ELLI IMANPOUR: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Elli E. Imanpour 10604 NE 46th St. Kirkland, WA 98033 Bankruptcy Case No.: 09-13627 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Larry B Feinstein, Esq. Vortman & Feinstein 500 Union St Ste 500 Seattle, WA 98101 Tel: (206) 223-9595 Email: lbf@chutzpa.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wawb09-13627.pdf The petition was signed by Elli E. Imanpour. EMMIS COMM: Cut By S&P to SD on Loan Buyback at 55% of Par Value ---------------------------------------------------------------- Standard & Poor's Rating Services said that it lowered its corporate credit rating on Emmis Communications Corp. and Emmis Operating Co. to 'SD' from 'CCC+'. "At the same time, S&P lowered its issue-level rating on Emmis Operating Co.'s secured credit facilities to 'D' from 'CCC+'," said Standard & Poor's credit analyst Michael Altberg. The recovery rating remains unchanged at '4', indicating S&P's expectation of average (30% to 50%) recovery for lenders in the event of a payment default. Finally, S&P placed its rating on Emmis Communications' preferred stock on CreditWatch with negative implications. The downgrade follows the company's completion of a Dutch tender offer for its senior secured bank debt. On April 17, 2009, Emmis used $18.9 million of cash to retire $34.4 million face value of its term loan. The company had offered to use up to $45 million to buy back its term loan debt at a range of 45% to 55% of par value. The tender offer represents a significant discount to the par amount of the outstanding secured debt. S&P has deemed the transaction as distressed and, thus, tantamount to a default as per Standard & Poor's criteria. S&P has taken this view in light of the company's highly leveraged financial profile, as well as uncertainty regarding the ultimate outcome of the company's decision to hire Blackstone Advisory Services L.P. to explore a potential amendment or restructuring. Under the amended credit agreement, the company many use up to $50 million for subpar repurchases. For this reason, S&P would not be surprised to see subsequent tender offers over the near term. Based on preliminary results, revenue declined 20% in the fourth quarter ended Feb. 28, 2009, led by a 21% decline in radio revenue. EBITDA (including restructuring charges) was roughly breakeven, compared to about $14.3 million in the prior-year period. The company stated that revenue declined 26% in March, and is pacing down 32% and 37% in April and May, respectively. S&P expects to revise its ratings in the next few days to reflect S&P's reassessment of Emmis' capital structure and operating outlook. Because of the small amount of debt tendered and the minimal effect on Emmis' credit profile, the transaction has not alleviated S&P's concern regarding a potential financial covenant violation over the near term. For this reason, S&P believes it's highly likely that the company will need to obtain an amendment, which poses risk under current credit market conditions. Covenants tighten May 31, 2009, creating, in S&P's view, a degree of urgency to bank negotiations. It is S&P's preliminary expectation that S&P will raise the corporate credit rating to 'CCC' following S&P's assessment of the company's post-tender capital structure. EMMIS OPERATING: S&P Cuts Corporate Credit Rating to 'SD' --------------------------------------------------------- Standard & Poor's Rating Services said that it lowered its corporate credit rating on Emmis Communications Corp. and Emmis Operating Co. to 'SD' from 'CCC+'. "At the same time, S&P lowered its issue-level rating on Emmis Operating Co.'s secured credit facilities to 'D' from 'CCC+'," said Standard & Poor's credit analyst Michael Altberg. The recovery rating remains unchanged at '4', indicating S&P's expectation of average (30% to 50%) recovery for lenders in the event of a payment default. Finally, S&P placed its rating on Emmis Communications' preferred stock on CreditWatch with negative implications. The downgrade follows the company's completion of a Dutch tender offer for its senior secured bank debt. On April 17, 2009, Emmis used $18.9 million of cash to retire $34.4 million face value of its term loan. The company had offered to use up to $45 million to buy back its term loan debt at a range of 45% to 55% of par value. The tender offer represents a significant discount to the par amount of the outstanding secured debt. S&P has deemed the transaction as distressed and, thus, tantamount to a default as per Standard & Poor's criteria. S&P has taken this view in light of the company's highly leveraged financial profile, as well as uncertainty regarding the ultimate outcome of the company's decision to hire Blackstone Advisory Services L.P. to explore a potential amendment or restructuring. Under the amended credit agreement, the company many use up to $50 million for subpar repurchases. For this reason, S&P would not be surprised to see subsequent tender offers over the near term. Based on preliminary results, revenue declined 20% in the fourth quarter ended Feb. 28, 2009, led by a 21% decline in radio revenue. EBITDA (including restructuring charges) was roughly breakeven, compared to about $14.3 million in the prior-year period. The company stated that revenue declined 26% in March, and is pacing down 32% and 37% in April and May, respectively. S&P expects to revise its ratings in the next few days to reflect S&P's reassessment of Emmis' capital structure and operating outlook. Because of the small amount of debt tendered and the minimal effect on Emmis' credit profile, the transaction has not alleviated S&P's concern regarding a potential financial covenant violation over the near term. For this reason, S&P believes it's highly likely that the company will need to obtain an amendment, which poses risk under current credit market conditions. Covenants tighten May 31, 2009, creating, in S&P's view, a degree of urgency to bank negotiations. It is S&P's preliminary expectation that S&P will raise the corporate credit rating to 'CCC' following S&P's assessment of the company's post-tender capital structure. ERIC N BROWN TORRES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Eric N Brown Torres and Yvonne R. Froyland Marchand La Villa De Torrimar 453 Rey Luis Guaynabo, PR 00969 Tel: (787) 312-1983 Bankruptcy Case No.: 09-03076 Chapter 11 Petition Date: April 18, 2009 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Alexis Fuentes Hernandez, Esq. Fuentes Law Offices P.O. Box 9022726 San Juan, PR 00902-2726 Tel: (787) 722-5216 Fax: (787) 722-5206 Email: alex@fuentes-law.com Estimated Assets: $1,000,001 to $100,000,000 Estimated Debts: $1,000,001 to $100,000,000 A full-text copy of the Debtors' petition, including their largest unsecured creditors, is available for free at: http://bankrupt.com/misc/prb09-03076.pdf The petition was signed by Mr. Torres and Ms. Marchand. EUROFRESH INC: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- EUROFRESH INC., also known as EuroFresh Farms, and an affiliate said that several events and circumstances that, when combined with the fact that they are significantly over-leveraged, have made reorganization of their capital structure through the Chapter 11 process necessary. Eurofresh Inc. and an affiliate Eurofresh Produce Ltd., filed voluntary petitions for relief under Chapter 11 before the U.S. Bankruptcy Court for the District of Arizona on April 21. Frank Van Straalen, executive vice president of operations of Eurofresh, relates that in 2005, Eurofresh undertook a recapitalization under which it assumed $60 million in new secured debt and $214.15 million in unsecured debt. Some of this new debt allowed the Debtors to expand their operations significantly, with production capacity growing from 220 acres in 2005 to 318 acres in 2008, resulting in an increase in greenhouse-related revenues from $114.6 million to $148.7 million. "Unfortunately, despite the Debtors' increase in capacity, the Debtors began experiencing significant declines in production and productivity due to the presence of certain diseases or infestations attacking the tomato crops as well as labor shortages," Mr. Straalen said. The Company said it experienced labor shortages, particularly at its Willcox, Arizona. The Debtors began to experience a labor shortage in 2006 and 2007 as changes in immigration policy made it more difficult for them to retain their legal immigrant labor pool as the pool of illegal immigrant labor in the area surrounding the Facilities shrank, creating higher overall demand for legal immigrant labor. EFI is currently the subject of an investigation by the U.S. Department of Labor for violations of restrictions under an H2A program. The Company relied on guest workers in the United States pursuant to H2A visas. The Company has 706 employees and 286 contract laborers. In addition, the Debtors utilize approximately 351 inmates pursuant to an inmate work contract between Eurofresh, Inc. and the Arizona Department of Corrections. Prior to filing for bankruptcy, the Debtors missed interest payments owing to holders of $300 million in both secured debt and unsecured notes. With the bankruptcy filing, a broad "stay" automatically goes into effect that prohibits creditors from taking or continuing most actions to collect money or property from the Debtors, including the commencement or continuation of any judicial proceedings in any court other than the Bankruptcy Court. According to Arizona Daily Star, Eurofresh CEO Dwight Ferguson said in a statement that the Company expects to submit its plan during May and complete its financial reorganization during the third quarter of 2009. Arizona Daily quoted Mr. Ferguson as saying, "This reorganization will enable Eurofresh to continue to operate profitably and effectively, with minimal disruption to our business. The restructuring also will enable us to dramatically improve our capital structure and become a more financially healthy company, so that we can continue to invest in and support our long-term business objectives." About Eurofresh Inc. Eurofresh Inc. grows tomatoes and cucumbers in seven state-of-the- art greenhouse facilities with over 318 acres under glass. EFI markets its products directly to major U.S. food retailers and to food wholesalers under the label "Eurofresh Farms" and "Sweet Star". Six of EFI's greenhouses, covering 274 acres, are located in Willcox, Arizona and one greenhouse covering 44 acres is located in Snowflake, Arizona. EFI and its affiliate Eurofresh Produce Ltd. filed for Chapter 11 on April 21, 2009 (Bankr. D. Az. Lead Case No. 09-07970). The Debtors have engaged Craig D. Hansen, Esq., and Sean T. Cork, Esq., at Squire, Sanders & Dempsey LLP, as bankruptcy counsel. They have also tapped Kurtzman Carson Consultants as claims agent. In its bankruptcy petition, Eurfresh says it has assets of $50 million to $100 million and debts of $100 million to $500 million. EUROFRESH INC: Debt-for-Equity Plan Due May 18; Exit By Aug. 31 --------------------------------------------------------------- Prior to filing for bankruptcy, Eurofresh Inc. negotiated terms of a Chapter 11 plan with holders of its unsecured senior notes. Eurofresh owes $42.5 million in Term A loans and $9.9 million in Term B loans under a credit facility provided by lenders led by Silver Point Finance, LLC. Eurofresh also owes $14.5 million to an affiliate of Silver Point pursuant to lease agreement with respect to a facility in Snowflake, Arizona (Navajo County). The Debtors' obligations to Silver Point loans are backed a blanket lien on substantially all of the Debtors' assets. On March 31, 2009, the Debtors failed to make a scheduled interest payment on the Existing Credit Facility. In December 2005, as part of a comprehensive recapitalization of EFI, the Debtors issued $170,000,000 in principal amount of 11.5% Senior Notes Due in 2013. On January 15, the Debtors failed to make an interest payment for these notes, which are unsecured. Also in December of 2005, the Debtors issued $44,147,000 in principal amount of 14�% Senior Subordinated Discount Notes Due in 2014, receiving gross proceeds of $25,000,000. No payments are due on these notes -- which are subordinated to the senior notes - - until Jan. 15, 2010. Aside from the $300 million in both secured debt and unsecured notes, the Debtors owe $10.3 million in prepetition general unsecured claims. Noteholder Term Sheet "In order to avoid damage to the Debtors' business and loss of critical customers, stabilization of the Debtors' operations and business is critical," relates Frank Van Straalen, executive vice president of operations. Accordingly, the Debtors believe that they must move aggressively towards confirmation of a plan that significantly reduces its debt. To this end, the Debtors engaged in significant prepetition negotiations with a group of senior noteholders representing more than 66 2/3% in amount of the Senior Notes and subordinated noteholders representing in excess of a majority in amount of the Subordinated Notes, and on April 20, 2009, a term sheet was executed by the Debtors, the Signing Noteholder and Johan Van Den Berg. The Noteholder Term Sheet provides for the conversion of approximately $210 million in debt to equity, along with the infusion of $10 million in new money, $7.5 million of which will go to pay down the amounts owing under the Credit Facility. The Noteholder Term Sheet provides for these milestones: -- The Debtors will file a plan of reorganization by May 18, 2009, which will have terms consistent with the Term Sheet; -- The Debtors will use commercially reasonable best efforts to obtain confirmation of, and consummate, the Plan on or before August 31, 2009. -- Chairman Johan Van Den Berg (JB) and certain holders of senior notes will invest a total of $10 million in reorganized Eurofresh. JB will receive $5 million in aggregate principal amount of subordinated PIK notes, and four million shares of new common stock in exchange for a $5 million investment. The noteholders will provide for the remaining $5 million investment based on these percentages: Barclays Capital Inc. 46.4% Scoggin Capital Management 19% JPMorgan Asset Management 24.2% Credit-Suisse Alternative Capital Inc. 10.4% -- Reorganized Eurofresh will apply $7.5 million of the new money investment to pay down the principal amount of the Existing Credit Facility. The remaining amounts owed -- expected to be $59.4 million -- will be reinstated following Eurofresh's bankruptcy exit under a New Credit Agreement. The New Credit Agreement will have a term of three years and will have the same interest rates if the holders of claims under the Existing Credit Facility accept the Plan. If the class does not accept the Plan, the New Credit Agreement will mature in five years, will have interest fixed at the five-year treasury bill rate plus 500 basis points, and Eurofresh will retain rights to pursue claims against the Existing Lenders. Aside from Barclays, et al., Apollo Investment Corp. signed the Term Sheet. A copy of the Noteholder Term Sheet is available for three at: http://bankrupt.com/misc/Eurofresh_Noteholder_TermSheet.pdf About Eurofresh Inc. Eurofresh Inc. grows tomatoes and cucumbers in seven state-of-the- art greenhouse facilities with over 318 acres under glass. EFI markets its products directly to major U.S. food retailers and to food wholesalers under the label "Eurofresh Farms" and "Sweet Star". Six of EFI's greenhouses, covering 274 acres, are located in Willcox, Arizona and one greenhouse covering 44 acres is located in Snowflake, Arizona. EFI and its affiliate Eurofresh Produce Ltd. filed for Chapter 11 on April 21, 2009 (Bankr. D. Az. Lead Case No. 09-07970). The Debtors have engaged Craig D. Hansen, Esq., and Sean T. Cork, Esq., at Squire, Sanders & Dempsey LLP, as bankruptcy counsel. They have also tapped Kurtzman Carson Consultants as claims agent. In its bankruptcy petition, Eurfresh says it has assets of $50 million to $100 million and debts of $100 million to $500 million. EUROFRESH INC: S&P Downgrades Rating on $44.2 Mil. Notes to 'D' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its rating on Willcox, Arizona-based EuroFresh Inc.'s (D/--) $44.2 million step-up senior subordinated discount notes to 'D' from 'C'. This downgrade follows EuroFresh's filing for protection under Chapter 11 of the U.S. Bankruptcy Code. EVERGREEN CAPITAL: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Evergreen Capital, Inc. 1055 11th Street PO Box 883 Charleston, Il 61920 Bankruptcy Case No.: 09-90838 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Central District of Illinois (Danville) Judge: Judge Gerald D. Fines Debtor's Counsel: Terry Sharp, Esq. THE SHARP LAW FIRM, P.C. 1115 Harrison St POB 906 Mt Vernon, IL 62864 (618) 242-0246 Email: sharpbk@lotsharp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Merwyn A. Klehm, president of the Company. FILENE'S BASEMENT: Hires Alan Cohen as Chief Restructuring Officer ------------------------------------------------------------------ Filene's Basement Corp. has hired Abacus Advisors chairman Alan Cohen as chief restructuring officer, Lauren Coleman-Lochner and Jonathan Keehner at Bloomberg News report, citing people familiar with the matter. Bloomberg relates that Filene's Basement and the DSW shoe chain owner, Retail Ventures Inc., said last week that it planned to sell Filene's assets. According to the report, Retail Ventures said in January that it would close 11 of its 36 stores and negotiate terms on the remaining leases. The Boston Globe states that Filene's Basement failed to negotiate rent reductions with landlords. Retail Ventures said in a regulatory filing that Filene's Basement's performance has continued to deteriorate significantly. Bloomberg states that Filene's Basement's sales dropped 9.5% to $422 million in the year ended January 31, 2009. Citing Robert W. Baird & Co. managing director and chief Bill Welnhofer, Maria Woehr at Thedeal.com relates that Filene's Basement is likely to liquidate if it does file for Chapter 11 bankruptcy. The New York Post states that Filene's Basement is scrambling for cash to pay off more than 10 vendors, and it is negotiating with creditors to restructure debt. According to Thedeal.com, Retail Ventures coughed up an additional $7.5 million in cash collateral in February and said that the stores would need additional funds to satisfy its obligations. Women's Wear Daily states that Filene's Basements then hired restructuring adviser Loughlin Meghji + Co. Filene's Basement Corp., also called The Basement, is a Massachusetts-based chain of department stores owned by Retail Ventures, Inc. The oldest off-price retailer in the United States, The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. As of late 2006, the company operated stores in metropolitan areas of eight U.S. states and Washington, D.C. On January 20, 2009, the company announced that it was closing 11 of its 36 locations. The chain also uses a 470,000-square-foot (44,000 m2) distribution center in Auburn, Massachusetts. The store's name is derived from the subterranean location of its flagship store, in the basement of the former Filene's department store at Downtown Crossing in Boston, Massachusetts. Filene's Basement filed for Chapter 11 bankruptcy protection in August 1999. As reported by the Troubled Company Reporter on October 23, 2000, the U.S. Bankruptcy Court confirmed Filene's Basement's Amended Joint Plan of Liquidation, filed on June 16, 2000. The Company's related Disclosure Statement received Court approval of September 5, 2000. Filene's Basement filed for Chapter 11 bankruptcy in August 1999, and was bought by a predecessor of Retail Ventures the following year. FOAMEX INT'L: Files Amended Schedules of Assets and Liabilities --------------------------------------------------------------- Foamex International, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware amended its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $510,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $372,002,845 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding $39,055 Unsecured Non-priority Claims -------- ------------ TOTAL $510,000 $372,041,901 A copy of the Debtor's amended schedules of assets and liabilities is available at: http://bankrupt.com/misc/FoamexInt'l.AmendedSchedules.pdf About Foamex International Foamex International Inc. (FMXL) -- http://www.foamex.com/-- headquartered in Media, PA, produces polyurethane foam-based solutions and specialty comfort products. The company services the bedding, furniture, carpet cushion and automotive markets and also manufactures high-performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. Foamex and eight affiliates first filed for Chapter 11 protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05- 12693). On February 2, 2007, the U.S. Bankruptcy Court for the District of Delaware confirmed the Debtors' reorganization plan. The Plan became effective and the company emerged from Chapter 11 bankruptcy on February 12, 2007. Foamex missed $7.3 million in interest payments due at the end of the January 21 grace periods on the company's $325 million first- lien term loan and the $47 million second-lien term loan. On February 18, 2009, Foamex International Inc. and seven affiliates filed separate voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 09-10560). The Hon. Kevin J. Carey presides over the cases. Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq., and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New York, represent the Debtors as counsel. Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington, Delaware, represent the Debtors as Delaware counsel. Investment Banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP; and claims and noticing agent is Epiq Bankruptcy Solutions LLC. Sharon L. Levine, Esq., at Lowenstein Sandler, represents the Official Committee of Unsecured Creditors as counsel. David M. Fournier, Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport, Esq., at Pepper Hamilton LLP, represent the Committee as Delaware counsel. As of September 28, 2008, the Debtors had $363,821,000 in total assets, and $379,710,000 in total debts. FOAMEX INT'L: Foamex Canada Amends Schedules of Assets & Debts -------------------------------------------------------------- Foamex Canada Inc. filed with the U.S. Bankruptcy Court for the District of Delaware amended schedules of its assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property C$3,684,063 US$2,915,200 C. Property Claimed as Exempt D. Creditors Holding Secured Claims C$372,002,846 US$294,365,852 E. Creditors Holding Unsecured Priority Claims C$69,560 US$55,042 F. Creditors Holding Unsecured Non-priority Claims C$1,611,114 US$1,274,874 ------------ ------------- TOTAL C$3,684,063 C$373,683,520 US$2,915,200 US$295,695,768 A copy of the amended Schedules is available at: http://bankrupt.com/misc/FoamexCanada.AmendedSchedules.pdf About Foamex International Foamex International Inc. (FMXL) -- http://www.foamex.com/-- headquartered in Media, PA, produces polyurethane foam-based solutions and specialty comfort products. The Company services the bedding, furniture, carpet cushion and automotive markets and also manufactures high-performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. Foamex and eight affiliates first filed for Chapter 11 protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05- 12693). On February 2, 2007, the U.S. Bankruptcy Court for the District of Delaware confirmed the Debtors' reorganization plan. The Plan became effective and the company emerged from Chapter 11 bankruptcy on February 12, 2007. Foamex missed $7.3 million in interest payments due at the end of the January 21 grace periods on the company's $325 million first- lien term loan and the $47 million second-lien term loan. On February 18, 2009, Foamex International Inc. and seven affiliates filed separate voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 09-10560). The Hon. Kevin J. Carey presides over the cases. Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq., and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New York, represent the Debtors as counsel. Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington, Delaware, represent the Debtors as Delaware counsel. Investment Banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP; and claims and noticing agent is Epiq Bankruptcy Solutions LLC. Sharon L. Levine, Esq., at Lowenstein Sandler, represents the Official Committee of Unsecured Creditors as counsel. David M. Fournier, Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport, Esq., at Pepper Hamilton LLP, represent the Committee as Delaware counsel. As of September 28, 2008, the Debtors had $363,821,000 in total assets, and $379,710,000 in total debts. FOAMEX INT'L: Foamex L.P. Files Amended Schedules ------------------------------------------------- Foamex L.P. filed with the U.S. Bankruptcy Court for the District of Delaware amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $34,450,000 B. Personal Property $97,784,493 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $372,002,875 E. Creditors Holding Unsecured Priority Claims $3,857,700 F. Creditors Holding Unsecured Non-priority Claim $49,609,071 ------------ ------------ TOTAL $132,234,493 $425,469,617 A copy of Foamex L.P.'s SALs is available at: http://bankrupt.com/misc/FoamexLP.AmendedSchedules.pdf About Foamex International Foamex International Inc. (FMXL) -- http://www.foamex.com/-- headquartered in Media, PA, produces polyurethane foam-based solutions and specialty comfort products. The Company services the bedding, furniture, carpet cushion and automotive markets and also manufactures high-performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. Foamex and eight affiliates first filed for Chapter 11 protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05- 12693). On February 2, 2007, the U.S. Bankruptcy Court for the District of Delaware confirmed the Debtors' reorganization plan. The Plan became effective and the company emerged from Chapter 11 bankruptcy on February 12, 2007. Foamex missed $7.3 million in interest payments due at the end of the January 21 grace periods on the company's $325 million first- lien term loan and the $47 million second-lien term loan. On February 18, 2009, Foamex International Inc. and seven affiliates filed separate voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 09-10560). The Hon. Kevin J. Carey presides over the cases. Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq., and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New York, represent the Debtors as counsel. Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington, Delaware, represent the Debtors as Delaware counsel. Investment Banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP; and claims and noticing agent is Epiq Bankruptcy Solutions LLC. Sharon L. Levine, Esq., at Lowenstein Sandler, represents the Official Committee of Unsecured Creditors as counsel. David M. Fournier, Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport, Esq., at Pepper Hamilton LLP, represent the Committee as Delaware counsel. As of September 28, 2008, the Debtors had $363,821,000 in total assets, and $379,710,000 in total debts. FORD MOTOR: S&P Raises Rating on $25 Mil. Certificates to 'CCC-' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on Corporate Backed Trust Certificates Ford Motor Co. Note-Backed Series 2003-6 Trust's $25 million class A-1 8.0% pass-through certificates series 2003-6 to 'CCC-' from 'D'. The rating action follows the April 13, 2009, raising of S&P's rating on Ford Motor Co.'s 7.45% global landmark securities due July 16, 2031, the underlying security, to 'CCC-' from 'D'. The rating on the class A-1 certificates is dependent on the rating on the underlying security. FOX VALLEY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Fox Valley Auto Mall, Inc. 2175 East New York Street Aurora, IL 60504 Bankruptcy Case No.: 09-13436 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Fox Valley Suzuki Oak Lawn, Inc. 09-13437 11 WTM, Inc. 09-13438 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: David J Schwab, Esq. Ralph, Schwab & Schiever, Chtd 175 E Hawthorn Pkwy Ste 345 Vernon Hills, IL 60061 Tel: (847) 367-9699 Ext. 15 Fax: (847) 367-9621 Email: djschwab@rss-chtd.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ilnb09-13436.pdf The petition was signed by Daniel F. Sledz, president of the Company. FOXCO ACQUISITION: Likely Weak Operations Cue Moody's Junk Rating ----------------------------------------------------------------- Moody's Investors Service downgraded FoxCo Acquisition Sub L.L.C's Corporate Family Rating and Probability-of-Default Rating to Caa1 from B3. In addition, Moody's downgraded the Company's senior secured credit facility to B2 from B1 and Senior Unsecured Notes to Caa3 from Caa2. The rating outlook is negative. The rating downgrades and negative outlook reflect Moody's expectation that FoxCo's operating performance in 2009 will be weaker than previously anticipated given continued cut-backs in market spending on TV advertising. Pro-forma for the recently- closed station swap, and based upon Moody's assumption that recent top line softening will continue throughout 2009 (with some moderation in the second half), Moody's considers that FoxCo's average 24 month leverage will remain above 10 times total debt -- to-EBITDA and average EBITDA margins will remain below 25% over the near-to- intermediate term. As a result, Moody's anticipates the company will face covenant pressure during 2010. Moody's has taken These rating actions: FoxCo Acquisition Sub L.L.C. * Corporate family rating -- downgraded to Caa1 from B3 * Probability-of-default rating -- downgraded to Caa1 from B3 * $50 million Senior Secured Revolving Credit Facility -- downgraded to B2 from B1 (LGD 3, 32%) * $515 million Senior Secured Term Loan B Facility -- downgraded to B2 from B1 (LGD 3, 32%) * $200 million Senior Unsecured Notes -- downgraded to Caa3 (LGD 5, 85%) from Caa2 (LGD 5, 86%) The rating outlook remains negative. Foxco recently disclosed that it had concluded an asset exchange agreement with Raycom Media Inc. resulting in a swap of Foxco's Birmingham, Alabama FOX affiliate for Raycom's Richmond, Virginia CBS affiliate plus $83 million in cash and used $50 million of the proceeds to reduce its senior secured term loan. In addition, in February 2009 Foxco concluded an amendment to its senior secured credit facility, whereby lenders may participate in a "reverse Dutch auction" whereby lenders may submit bids to Foxco to repurchase term loans. Moody's will evaluate whether this auction, if activated, would constitute a distressed exchange. The last rating action was on November 6, 2008 when Moody's downgraded FoxCo's CFR to B3 from B2 and revised its outlook to negative. FoxCo Acquisition Sub L.L.C., headquartered in Ft. Worth, Texas, owns and operates 8 television stations in 8 markets. In addition, the Company operates a CW affiliate station in both Denver and St. Louis under an LMA/SSA with Tribune. The Company's 2008 revenue was approximately $299 million. FREDDIE MAC: CFO David Kellermann Commits Suicide ------------------------------------------------- James R. Hagerty and T.W. Farnam at The Wall Street Journal report that Freddie Mac's acting chief financial officer David B. Kellermann has died in an apparent suicide attempt. Fairfax County police, responding to a 911 call at 4:48 a.m., recovered the Mr. Kellermann's body at his home on Wednesday, according to WSJ. Mr. Kellermann, who had worked 16 years at Freddie Mac and was described by colleagues as popular, jovial and upbeat, recently appeared stressed and overwhelmed by the job, WSJ says, citing some employees. According to WSJ, colleagues said that Mr. Kellermann was involved in dealing with investigations into Freddie Mac's accounting by the Justice Department and the U.S. Securities and Exchange Commission. Freddie Mac, WSJ states, said in March that investigators have been have been questioning Freddie Mac officials on possible accounting violations and other matters in recent months. WSJ notes that there was no indication that he was a target or that the inquiries were causing him anguish. WSJ quoted Freddie Mac spokesperson David Palombi as saying, "We know of no connection between this terrible personal tragedy and the ongoing regulatory inquiries discussed in our recent SEC filing." A person familiar with the probe said that Mr. Kellermann wasn't considered a target of the probe, according to the report. Mr. Kellermann joined Freddie in 1992 and was named acting financial chief in September 2008, WSJ states. Mr. Kellermann, says WSJ, had been a senior vice president and corporate controller. About Freddie Mac The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE -- commonly known as Freddie Mac, is a stockholder-owned government- sponsored enterprise authorized to make loans and loan guarantees. Freddie Mac was created in 1970 to provide a continuous and low cost source of credit to finance America's housing. Freddie Mac conducts its business primarily by buying mortgages from lenders, packaging the mortgages into securities and selling the securities -- guaranteed by Freddie Mac -- to investors. Mortgage lenders use the proceeds from selling loans to Freddie Mac to fund new mortgages, constantly replenishing the pool of funds available for lending to homebuyers and apartment owners. At December 31, 2008, the company's balance sheet showed total assets of $850.9 billion and total liabilities of $881.6 billion, resulting in a stockholders' deficit of $30.7 billion. Conservatorship As reported by the Troubled Company Reporter, the U.S. government took direct responsibility for Fannie Mae and Freddie Mac, placing the government sponsored enterprises under conservatorship on September 7, 2008. James B. Lockhart, director of Federal Housing Finance Agency, said that Fannie Mae and Freddie Mac share the critical mission of providing stability and liquidity to the housing market. Between them, the Enterprises have $5.4 trillion of guaranteed mortgage-backed securities (MBS) and debt outstanding, which is equal to the publicly held debt of the United States. Among the key components of the conservatorship, the FHFA, as conservator, assumed the power of the Board and management. Being under Conservatorship, Freddie Mac said it is dependent upon the continued support of Treasury and FHFA to continue operating its business. GARDEN STATE COLOR: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Garden State Color Corporation P.O. Box 576 Hammonton, NJ 08037 Bankruptcy Case No.: 09-19389 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court District of New Jersey (Camden) Debtor's Counsel: David Kasen, Esq. Kasen & Kasen 1874 East Route 70, Suite 3 Cherry Hill, NJ 08003 Tel: (856) 424-4144 Email: dkasen@kasenlaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Mark Watson, CEO of the Company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/njb09-19389.pdf GENERAL GROWTH: Eight Regional Shopping Centers Sent to Chapter 11 ------------------------------------------------------------------ GENERAL GROWTH PROPERTIES, INC., said April 22 that certain additional subsidiaries, including eight regional shopping centers, are also voluntarily seeking relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. GGP previously announced on April 16, 2009 that GGP, approximately 158 regional shopping centers and certain other subsidiaries voluntarily sought relief to reduce and restructure their debts under chapter 11. Other subsidiaries, including GGP's third party management business and GGP's joint ventures, have not filed for protection. An updated list of subsidiaries that have filed voluntary petitions can be found at www.ggp.com. All day-to-day operations and business of all of GGP's shopping centers and other properties will continue as usual. "We filed these additional companies under chapter 11 as part of our overall plan to restructure our debt. We do not currently contemplate that additional GGP subsidiaries will file for protection, although it is possible that circumstances could change during the restructuring process," said Adam Metz, chief executive officer of General Growth Properties, Inc. The Company currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. Trading of GGP's common stock on the New York Stock Exchange has been suspended. GGP's common stock is trading in the pink sheets under the symbol GGWPQ. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. (NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self-administered and self-managed real estate investment trust. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09- 11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Won't Pay $1-Bil. Debt Due June 1, Says CFO ----------------------------------------------------------- John D. Stoll and Sharon Terlep at The Wall Street Journal report that General Motors Corp. Chief Financial Officer Ray Young said that the Company won't pay off $1 billion in debt due June 1 and instead will rely on an exchange for shares or bankruptcy-court protection to clear its balance sheet. Ms. Rashid-Merem, MarketWatch states, said that there are two possible scenarios in which GM wouldn't make the payment: -- if the bond exchange was not yet completed by June 1, and -- if the Company falls into bankruptcy before the deadline. WSJ states that GM faces a June 1 deadline from the Treasury to cut its debt and gain concessions from the United Auto Workers or face possible bankruptcy. GM is finalizing details with the Treasury Department to receive an additional $5 billion in loans, WSJ relates, citing Mr. Young. According to the report, Mr. Young said that GM is also reworking its $13.4 billion loan agreement with the Treasury to try to receive an additional $5 billion in working capital. Shawn Langlois at MarketWatch relates that GM spokesperson Renee Rashid-Merem said that the Company is working aggressively to reach an agreement with bondholders. According to WSJ, GM will offer to exchange $28 billion in unsecured debt for company stock that could be rendered worthless without a significant turnaround. Citing a person familiar with the matter, WSJ states that large GM bondholders were aware that GM was planning on missing a big payment. The source, according to the report, said that the government didn't want GM to spend $1 billion to keep servicing its debt. Citing credit ratings agency Egan-Jones, MarketWatch relates that GM's warning that it might miss the payment puts more pressure on creditors to agree to the equity swap. The report quoted Egan- Jones as saying, "We look for a default where the bondholder gets primarily equity as the government tries to get concessions from every corner to keep GM running albeit as a much smaller company." Goldman Sachs, MarketWatch reports, said on Wednesday that GM and Chrysler will probably file for bankruptcy in the coming weeks. According to the report, Goldman analyst Patrick Archambault said, "While there is significant operating upside at GM ..., we see a high likelihood that the current class of common shares will be terminated through bankruptcy, [or significantly diluted in a best case]." GM Will Close Most of Plants People familiar with the matter said that GM will close most its plants for much of this summer, WSJ report. WSJ relates that GM will close its plants for a two-week summer vacation. According to WSJ, the sources said that GM is trying to reduce costs and production to keep pace with dropping demand. Ward's Automotive Reports notes that GM has a 113-day supply of cars and a 123-day supply of trucks sitting unsold on dealer lots as of March 31. WSJ states that United Auto Workers union members still receive most of their pay during the shutdowns. 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. For the 2008 calendar year, GM reported an adjusted net loss, excluding special items, of $16.8 billion. This compares to an adjusted net loss of $279 million. Including special items, the company reported a loss of $30.9 billion, compared to a reported loss of $43.3 billion in 2007, which included a non-cash special charge of $38.3 billion in the third quarter related to the valuation allowance against deferred tax assets. GM admitted in its viability plan submitted to the U.S. Treasury on February 17 that it 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 GM's viability plan is available at: http://researcharchives.com/t/s?39a4 Deloitte & Touche LLP has said there is substantial doubt about GM's ability to continue as a going concern after reviewing GM's 2008 financial report. Deloitte cited the Company's recurring losses from operations, stockholders' deficit and failure to generate sufficient cash flow to meet the Company's obligations and sustain the its operations. It said GM's future is dependent on the Company's ability to execute the Company's Viability Plan successfully or otherwise address these matters. If the Company fails to do so for any reason, the Company would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code. As of December 31, 2008, GM reported $91,047,000,000 in total assets, $176,387,000,000 in total liabilities, and $86,154,000,000 in stockholders' deficit. Standard & Poor's Ratings Services on April 10 lowered its issue- level rating on GM's $4.5 billion senior secured revolving credit facility to 'CCC-' (one notch above the 'CC' corporate credit rating on the company) from 'CCC'. It revised the recovery rating on this facility to '2' from '1', indicating its view that lenders can expect substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating remains unchanged, at 'CC', reflecting its view of the likelihood that GM will default -- through either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. GENERAL MOTORS: Michigan Lawmakers Still Hope Against Bankruptcy ---------------------------------------------------------------- Democratic Members of Congress from Michigan including the eight Members of the U.S. House of Representatives and the two Michigan Senators on April 22, 2009, met with Rahm Emanuel, White House Chief of Staff and Larry Summers, Director of the White House's National Economic Council, at the White House to discuss the ongoing restructuring of Chrysler LCC and General Motors. After the meeting, the 10 Michigan Democrats said in a joint statement, "First, we want to thank President Obama and his team at Treasury and the Auto Task Force for working towards the goal of a strong, viable and competitive domestic auto industry. "Today's meeting was a good one. With the deadline for Chrysler set for April 30, we discussed the positive opportunity presented by the alliance with Fiat and our commitment to pursuing that result. We spoke frankly about our very serious concerns about bankruptcy for Chrysler and GM, and the Administration spoke frankly about their continued efforts to see Chrysler and GM emerge from restructuring through an out-of-court process. The Administration is working diligently to help these companies reach agreement with all of their stakeholders, including the secured lenders to Chrysler and GM's bondholders. We all recognize, however, that the Administration and the companies must continue to prepare contingency plans to avoid liquidation or a protracted restructuring process should the ongoing negotiations for out-of- court resolution fail. "We look forward to continuing to work with the President and his Administration, as well as our Republican colleagues from Michigan and concerned Members of Congress from all across the country, to bring about an out-of-court resolution for Chrysler and GM that preserves the most number of jobs for our future." On March 30, 2009, both General Motors Corp. and Chrysler LLC were granted extensions to complete the restructuring plans after finding that their restructuring plans submitted February 17 were not viable. The Treasury granted Chrysler a 30-day extension, until May 1, 2009, and GM a 60-day extension, until June 1, 2009, to resubmit their restructuring plans. The Special Inspector General said in an April 21 report that the Treasury Secretary acknowledged that, although GM has made significant progress on meeting its goals, more progress needs to be made in order for GM to become a viable long-term enterprise. GM was given 60 days to submit a revised plan to demonstrate progress for its long-term viability. "If it fails to do so, GM's loan from the Government will become due 30 days thereafter, which will likely force GM into bankruptcy," the report said. Structured Bankruptcy In accordance with the March 31, 2009 deadline in the U.S. Treasury's loan agreements with General Motors and Chrysler, the Obama Administration announced its determination of the viability of the companies, pursuant to their February 17, 2009 submissions, and is laying out a new finite path forward for both companies to restructure and succeed. These findings and new framework for success are consistent with the President's commitment to support an American auto industry that can help revive modern manufacturing and support our nation's effort to move toward energy independence, but only in the context of a fundamental restructuring that will allow these companies to prosper without taxpayer support. -- Viability of Existing Plans: The plans submitted by GM and Chrysler on February 17, 2009 did not establish a credible path to viability. In their current form, they are not sufficient to justify a substantial new investment of taxpayer resources. Each will have a set period of time and an adequate amount of working capital to establish a new strategy for long-term economic viability. -- General Motors: While GM's current plan is not viable, the Administration is confident that with a more fundamental restructuring, GM will emerge from this process as a stronger more competitive business. This process will include leadership changes at GM and an increased effort by the U.S. Treasury and outside advisors to assist with the company's restructuring effort. Rick Wagoner is stepping aside as Chairman and CEO. In this context, the Administration will provide GM with working capital for 60 days to develop a more aggressive restructuring plan and a credible strategy to implement such a plan. The Administration will stand behind GM's restructuring effort. -- Chrysler: After extensive consultation with financial and industry experts, the Administration has reluctantly concluded that Chrysler is not viable as a stand-alone company. However, Chrysler has reached an understanding with Fiat that could be the basis of a path to viability. Fiat is prepared to transfer valuable technology to Chrysler and, after extensive consultation with the Administration, has committed to building new fuel efficient cars and engines in U.S. factories. At the same time, however, there are substantial hurdles to overcome before this deal can become a reality. Therefore, the Administration will provide Chrysler with working capital for 30 days to conclude a definitive agreement with Fiat and secure the support of necessary stakeholders. If successful, the government will consider investing up to the additional $6 billion requested by Chrysler to help this partnership succeed. If an agreement is not reached, the government will not invest any additional taxpayer funds in Chrysler. -- A Fresh Start to Implement Aggressive Restructurings: While Chrysler and GM are different companies with different paths forward, both have unsustainable liabilities and both need a fresh start. Their best chance at success may well require utilizing the bankruptcy code in a quick and surgical way. Unlike a liquidation, where a company is broken up and sold off, or a conventional bankruptcy, where a company can get mired in litigation for several years, a structured bankruptcy process - if needed here - would be a tool to make it easier for General Motors and Chrysler to clear away old liabilities so they can get on a path to success while they keep making cars and providing jobs in our economy. -- A Commitment to Consumer Warrantees: The Administration will stand behind new cars purchased from GM or Chrysler during this period through an innovative warrantee commitment program. -- Appointment of a Director of Auto Recovery: The Administration also announced that Edward Montgomery, a top labor economist and former Deputy Secretary of Labor, will serve as Director of Recovery for Auto Workers and Communities. Dr. Montgomery will work to leverage all resources of government to support the workers, communities and regions that rely on the American auto industry. About Chrysler 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. 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 January 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 * * * As reported by the Troubled Company Reporter on April 14, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on Chrysler's senior secured first-lien term loan due 2013 to 'CC' (the same as the 'CC' corporate credit rating on Chrysler) from 'CCC'. The recovery rating was revised to '4' from '1', indicating S&P's view that lenders can expect average (30% to 50%) recovery in the event of a payment default. The corporate credit rating is unchanged, at 'CC', which reflects S&P's view of the likelihood of default -- from either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. 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. For the 2008 calendar year, GM reported an adjusted net loss, excluding special items, of $16.8 billion. This compares to an adjusted net loss of $279 million. Including special items, the company reported a loss of $30.9 billion, compared to a reported loss of $43.3 billion in 2007, which included a non-cash special charge of $38.3 billion in the third quarter related to the valuation allowance against deferred tax assets. GM admitted in its viability plan submitted to the U.S. Treasury on February 17 that it 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 GM's viability plan is available at: http://researcharchives.com/t/s?39a4 Deloitte & Touche LLP, has said there is substantial doubt about GM's ability to continue as a going concern after reviewing GM's 2008 financial report. Deloitte cited the Company's recurring losses from operations, stockholders' deficit and failure to generate sufficient cash flow to meet the Company's obligations and sustain the its operations. It said GM's future is dependent on the Company's ability to execute the Company's Viability Plan successfully or otherwise address these matters. If the Company fails to do so for any reason, the Company would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code. As of December 31, 2008, GM reported $91,047,000,000 in total assets, $176,387,000,000 in total liabilities, and $86,154,000,000 in stockholders' deficit. Standard & Poor's Ratings Services on April 10 lowered its issue- level rating on GM's $4.5 billion senior secured revolving credit facility to 'CCC-' (one notch above the 'CC' corporate credit rating on the company) from 'CCC'. It revised the recovery rating on this facility to '2' from '1', indicating its view that lenders can expect substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating remains unchanged, at 'CC', reflecting its view of the likelihood that GM will default-- through either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. GENERAL MOTORS: Moody's Affirms Corporate Family Rating at 'Ca' --------------------------------------------------------------- Moody's Investors Service affirmed the Ca Corporate Family Rating and the Ca Probability of Default Rating of General Motors Corporation but lowered the rating of the company's secured bank debt to Caa2 from B3. The company's unsecured debt remains at C and its Speculative Grade Liquidity rating remains at SGL-4. The downgrade of GM's secured debt results from Moody's reassessment of the estimated family recovery rate in the event of a default. Moody's lowered this recovery rate to 30% from 50%. GM's rating outlook remains negative. Bruce Clark, Senior Vice President with Moody's said, "The reduction in GM's recovery rate is driven by the unprecedented deterioration in global automotive markets, and the significant operational restructuring initiatives GM needs to implement to restore ongoing viability." Clark also noted that, "GM's difficulties in finalizing an exchange offer with creditors reflects the erosion in the value of the enterprise, and contributes to Moody's decision to lower the company's expected recovery rate." GM's Ca PDR reflects Moody's view that there is a very high probability of a default in the near term. The estimated 30% family recovery rate for GM compares with a rate of 40% for Ford Motor Company and 20% for Chrysler LLC. The last rating action on GM was a downgrade of its Corporate Family Ratings to Ca on December 3, 2008. GLENN MATTHEW SCHUMACHER: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Glenn Matthew Schumacher Genevra Ann Schumacher d/b/a G & G Real Estate and Property Management Services LLC d/b/a G & G Properties d/b/a The Schumacher Corporation 992 Williams St. Lebanon, OR 97355 Bankruptcy Case No.: 09-61869 Chapter 11 Petition Date: April 19, 2009 Court: United States Bankruptcy Court District of Oregon Judge: Albert E. Radcliffe Debtor's Counsel: Anthony V. Albertazzi, Esq. 1070 NW Bond St., #202 Bend, OR 97701 Tel: (541) 317-0231 Email: cilaw75@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/orb09-61869.pdf The petition was signed by the Schumachers. GREEN VALLEY: Moody's Downgrades Corporate Family Rating to 'Ca' ---------------------------------------------------------------- Moody's Investors Service lowered Green Valley Ranch Gaming, LLC's Probability of Default Rating to Caa3 from Caa1 and its Corporate Family Rating to Ca from Caa1. Moody's also lowered the company's first lien term loan to Caa3 from B3, and second lien term loan to Ca from Caa3. The rating outlook is negative. The downgrade of the PDR considers the increased likelihood that GVR will not be able to meet its debt service requirements in fiscal 2009 without obtaining additional cash resources from an external source. GVR -- a small gaming operator with only one casino property -- remains exposed to very weak demand trends in the Las Vegas locals market. The company has experienced double- digit quarterly EBITDA declines through fiscal 2008 and is likely to experience further declines through 2009. Debt/EBITDA is very high, at over 9 times. This significant leverage coupled with an unfavorable earnings outlook suggests that GVR's capital structure is not sustainable in its current form, and may require a restructuring that involves some level of impairment. The downgrade of the CFR reflects a change in Moody's assumption regarding loss-given-default. Moody's believes that in the event of default, lenders should receive a lower than average recovery given GVR's current operating performance and continued exposure to very weak demand trends. As a result, Moody's has adopted a fundamental distressed EBITDA evaluation to estimate GVR's LGD (family loss rate of 60%) rather than a 50% mean family-level LGD estimate previously applied. These ratings were lowered: -- Probability of Default Rating to Caa3 from Caa1 -- Corporate Family Rating to Ca from Caa1 -- First lien term loan due 2014 to Caa3 (LGD 3, 45%) from B3 (LGD 3, 33%) -- Second lien term loan due 2014 to Ca (LGD 6, 92%) from Caa3 (LGD 5, 86%) Moody's last rating action for GVR was on October 14, 2008 when Moody's lowered the company's CFR and PDR to Caa1 from B3 and assigned a negative rating outlook. GVR owns and operates the Green Valley Ranch Resort Spa Casino in Henderson, Nevada. The company generates about $245 million of net revenue. * * * According to Bloomberg's Bill Rochelle, Standard & Poor's noted earlier this month that earnings before interest, taxes, depreciation, amortization, and management fees fell 45 percent in the fourth quarter compared with the year before. S&P questioned whether the owners will be inclined to supply needed cash. Mr. Rochell relates that a half owner of Green Valley is an affiliate of Station Casinos Inc. Station said last month that it "expects" to file in Chapter 11 "on or before April 15." The forbearance agreement with the lenders was extended to May 15. The other half is controlled by an affiliate of Greenspun Corp., according to Moody's. The Green Valley casino caters to the so-called Las Vegas "locals" market. Annual revenue is around $245 million. GUFFEY FAMILY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Guffey Family Limited Partnership 14179 Lincoln Way N. Huntingdon, PA 15642 Bankruptcy Case No.: 09-22696 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Robert O. Lampl, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 Email: rol@lampllaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by Mark Guffey, a partner of the Company. The Debtor did not file a list of 20 largest unsecured creditors. HARRAH'S ENTERTAINMENT: S&P Raises Corporate Rating to 'CCC' ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Las Vegas-based Harrah's Entertainment Inc. and its wholly owned subsidiary, Harrah's Operating Co. Inc. to 'CCC' from 'SD'. The rating outlook is negative. At the same time, S&P raised its issue-level rating on the existing senior secured second-priority, senior unsecured, and subordinated debt issues of HET's subsidiaries to 'CC' (two notches lower than the 'CCC' corporate credit rating on HET) from 'D'. The recovery rating on these securities remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. S&P also assigned HOC's new $3.7 billion 10% senior secured second-priority notes due 2018 a rating of 'CC' with a recovery rating of '6'. The ratings upgrade follows the conclusion of S&P's review of the company's new capital structure following the recent settlement of its second below-par debt tender offer, which S&P viewed as being tantamount to default given the distressed financial condition of the company. The post-exchange capital structure reflects approximately $130 million less in 2010 debt maturities, in addition to approximately $2.3 billion less in total outstanding debt, although $523 million of this debt was acquired by Harrah's BC, Inc., a wholly owned subsidiary of HET. While the debt held by HBC would be eliminated in the consolidation of HET's financials for accounting purposes, it has not been retired. Despite the reduced debt burden, S&P remains concerned with Harrah's ability to service its debt obligations and remain in compliance with the senior secured leverage ratio covenant under its bank facilities given the declines S&P expects in the gaming sector over the next few quarters, particularly in the Las Vegas and Atlantic City markets. These markets contributed roughly 62% of Harrah's property-level EBITDA during 2008. "Our 'CCC' rating on the company incorporates the expectation that consolidated EBITDA will decline in the mid-teens percentage area in 2009, largely due to continued pressures on visitation and spending in the Las Vegas and Atlantic City markets," said Standard & Poor's credit analyst Ben Bubeck. Gaming revenues on the Las Vegas Strip were down 19% during the first two months of 2009, while gaming revenues in Atlantic City were down 16% during the first three months of 2009. S&P expects that regional markets will perform more favorably in 2009 and provide somewhat of an offset. S&P also projects that consolidated EBITDA will be roughly flat in 2010. In this scenario, debt leverage would remain well higher than 10x and EBITDA coverage of interest would track lower than 1.5x over the intermediate term. The rating reflects Harrah's weak credit metrics and limited liquidity. In addition, the rating reflects S&P's expectation for continued negative trends in net revenues and EBITDA over at least the next few quarters, which will challenge the company's ability to service its debt obligations and remain in compliance with the senior secured leverage covenant under its credit facilities. HARRAH'S OPERTING: S&P Raises Corporate Rating to 'CCC' ------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Las Vegas-based Harrah's Entertainment Inc. and its wholly owned subsidiary, Harrah's Operating Co. Inc. to 'CCC' from 'SD'. The rating outlook is negative. At the same time, S&P raised its issue-level rating on the existing senior secured second-priority, senior unsecured, and subordinated debt issues of HET's subsidiaries to 'CC' (two notches lower than the 'CCC' corporate credit rating on HET) from 'D'. The recovery rating on these securities remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. S&P also assigned HOC's new $3.7 billion 10% senior secured second-priority notes due 2018 a rating of 'CC' with a recovery rating of '6'. The ratings upgrade follows the conclusion of S&P's review of the company's new capital structure following the recent settlement of its second below-par debt tender offer, which S&P viewed as being tantamount to default given the distressed financial condition of the company. The post-exchange capital structure reflects approximately $130 million less in 2010 debt maturities, in addition to approximately $2.3 billion less in total outstanding debt, although $523 million of this debt was acquired by Harrah's BC, Inc., a wholly owned subsidiary of HET. While the debt held by HBC would be eliminated in the consolidation of HET's financials for accounting purposes, it has not been retired. Despite the reduced debt burden, S&P remains concerned with Harrah's ability to service its debt obligations and remain in compliance with the senior secured leverage ratio covenant under its bank facilities given the declines S&P expects in the gaming sector over the next few quarters, particularly in the Las Vegas and Atlantic City markets. These markets contributed roughly 62% of Harrah's property-level EBITDA during 2008. "Our 'CCC' rating on the company incorporates the expectation that consolidated EBITDA will decline in the mid-teens percentage area in 2009, largely due to continued pressures on visitation and spending in the Las Vegas and Atlantic City markets," said Standard & Poor's credit analyst Ben Bubeck. Gaming revenues on the Las Vegas Strip were down 19% during the first two months of 2009, while gaming revenues in Atlantic City were down 16% during the first three months of 2009. S&P expects that regional markets will perform more favorably in 2009 and provide somewhat of an offset. S&P also projects that consolidated EBITDA will be roughly flat in 2010. In this scenario, debt leverage would remain well higher than 10x and EBITDA coverage of interest would track lower than 1.5x over the intermediate term. The rating reflects Harrah's weak credit metrics and limited liquidity. In addition, the rating reflects S&P's expectation for continued negative trends in net revenues and EBITDA over at least the next few quarters, which will challenge the company's ability to service its debt obligations and remain in compliance with the senior secured leverage covenant under its credit facilities. HEXION SPECIALTY: S&P Downgrades Corporate Credit Rating to 'SD' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its ratings on Columbus, Ohio-based Hexion Specialty Chemicals Inc., including its corporate credit rating to 'SD' from 'CCC+'. At the same time, Standard & Poor's lowered its issue ratings on the company's $625 million 9.75% second-priority senior secured notes due 2014 and $200 million second-priority senior secured notes due 2014 to 'D' from 'CCC+'. S&P also lowered issue ratings on the company's $250 million 7.875% debentures, $200 million 9.2% debentures, and $200 million 8.375% debentures due 2016 through 2023 to 'D' from 'CCC-'. S&P removed the ratings from CreditWatch with negative implications, where S&P first placed them in July 2007 following the attempted acquisition of Huntsman Corp. Subsequently, the CreditWatch reflected concerns on Hexion's operating performance. The issue rating on the company's $34 million bonds due 2009 is 'CCC-' and remains on CreditWatch with negative implications. The 'B-' issue ratings on the company's first-lien senior secured credit facilities, consisting of a $225 million revolving credit facility due 2011, a $2.2 billion term loan facility due 2013, and a $50 million synthetic letter of credit facility due 2013, remain on CreditWatch with negative implications. The lowering of the corporate credit rating and issue ratings follows Hexion's recent announcement that it purchased and retired $196 million in face value of second-priority senior secured notes and debentures for a cash consideration of approximately $26 million. The 'SD' corporate credit rating reflects S&P's expectation that Hexion will continue to pay its other creditors following the completion of its recent debt purchase. The 'D' ratings on the second-priority senior secured notes and debentures reflect S&P's view that the exchange was distressed as the debt and debenture holders received significantly less than the original price. In addition, Hexion purchased $180 million of outstanding debt securities issued by its parent holding company, Hexion LLC, for approximately $23 million. The CreditWatch with negative implications on the first-lien senior secured facilities and on the $34 million bond issue indicates that S&P may lower or affirm ratings following its reassessment of the default risk and recovery prospects. S&P plans to complete this review within the next two weeks. At Dec. 31, 2008, the company had about $4.4 billion in adjusted debt, including unfunded postretirement obligations, capitalized operating leases, and debt at parent company, Hexion LLC. HUMBOLDT CREAMERY: False Fin'l Statements Cue Bankruptcy -------------------------------------------------------- Humboldt Creamery LLC has filed for Chapter 11 reorganization before the U.S. Bankruptcy Court, Northern District of California (Santa Rosa). According to Bloomberg's Bill Rochelle, Humboldt has an agreement with the existing secured lenders to provide $3 million in financing. CoBank ACB is agent for the lenders. Humboldt said in its April 21 petition that its assets and debt both exceed $50 million. Debt includes $54 million owed on a secured term loan and revolving credit. Humboldt stated it filed for bankruptcy following the discovery that previous management issued false financial statements, Humboldt said. Len Mayer, the new chief executive officer, said in a court filing that the assets turned out to be "far less" than reported to the bank, making the company ineligible for sufficient financing to operate. The board of directors of Humboldt on February 23 announced the appointment of Len Mayer as Interim CEO and the commencement of an independent inquiry into the circumstances surrounding the abrupt resignation of former CEO Rich Ghilarducci. The independent inquiry was triggered when, late on Friday, February 20, Humboldt Creamery's outside counsel received a call from the personal lawyer for Mr. Ghilarducci, saying that Mr. Ghilarducci had resigned, effective immediately, that the Creamery's outside counsel would be receiving the resignation letter to be delivered to the Board of Directors, that there may be inaccuracies in the company's financial statements, and that the company should suspend its offering of its Series B Preferred Securities. The Times-Standard said March 23 that results of the Company's probe alleged that Mr. Ghilarducci manipulated the books to disguise the true operational performance of the company, resulting in the Company having presented inaccurate financial statements to lenders, the minority partner, board members and potential investors. According to The Times-Standard, Elliot Peters, Mr. Ghilarducci's lawyer of the San Francisco-based firm Keker & Van Nest, the creamery's predicament is a result of long standing business challenges, not any 'fraud' or misconduct by prior management. Nevertheless, Mr. Petters echoed the accusations about the false financial statements. "Apparently, inventory and accounts receivable were overstated while accounts payable were understated, to make the creamery appear to be financially healthier than perhaps it actually was," Mr. Peters wrote, according to Times-Standard. "The only conceivable reason to do that would be to keep the lights on and the doors open for the benefit of the cooperative members, the employees, and the community, in hopes that better days lay ahead." Humboldt Creamery is a member cooperative association owned by 50 Northern California dairy families and the oldest active dairy cooperative in the state. The Company, which celebrated its 75th anniversary in 2004, produces a full line of dairy products, including fluid milk, powdered milk, ice cream and frozen novelties. It filed for Chapter 11 on April 21 (Bankr. N.D. Calif. Case No. 09-11078). HUMBOLDT CREAMERY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Humboldt Creamery, LLC 572 Highway 1 Fortuna, CA 95540 Tel: (707) 725-6182 Bankruptcy Case No.: 09-11078 Type of Business: The Debtor makes ice cream and milk products. See http://www.humboldtcreamery.com/ Chapter 11 Petition Date: April 21, 2009 Court: Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Ori Katz, Esq. okatz@sheppardmullin.com Sheppard, Mullin, Richter and Hampton 4 Embarcadero Center 17th Fl. San Francisco, CA 94111 Tel: (415) 434-9100 Estimated Assets: $50 million to $100 million Estimated Debts: $50 million to $100 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CA DAIRIES Trade $1,245,943 2000 N. Plaza Dr. 1 Visalia, CA 93291 Tel: (559) 625-2200 Fax: (550) 625-5433 Rumiano Cheese Company Trade $1,180,561 Non-Member Milk MFG #28049 P.O. Box 863 Willows, CA 95988 Tel: (707) 465-1535 Fax: (707) 465-4141 CA State Dept of Food & Goverment $645,553 Agric Bureau of Milk Pooring 1220 N Street. Room A230 Tel: (916) 341-5901 Fax: (916) 341-5995 Sacramento, CA 95814 Organic Valley Family of Trade $544,344 Farms Rich Ghilarducc $369,533 Pacific Gas & Electric Utilities $329725 Bingham Mccutchen LLP Legal Fees $316,839 Occidental Energy Mkt Inc Trade $308,872 Sweetener Products Inc Trade $250,979 Westfarm Foods Trade $199,824 Huhtamaki Packaging Trade $173,093 Dreisbach Enterprises Trade $168,589 Mass Marketing Services Trade $138,842 Western Conf of Teamsters Labor $130,410 Steve Wills Trucking LLC Trade $116,891 Varesources, Inc. Trade $112,112 Berry Plastics Corporation Trade $103,350 Certified Freight Logistics Trade $97,377 International Paper Co Trade $92,323 Norse Dairy Systems Trade $83,732 The petition was signed by Len Mayer, manager. INNOVATIVE COMPANIES: Section 341(a) Meeting Scheduled for May 22 ----------------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of creditors in The Innovative Companies LLC and its debtor-affiliates' Chapter 11 cases on May 22, 2009, at 9:00 a.m., at Room 562, 560 Federal Plaza, CI, New York. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Hauppauge, New York, The Innovative Companies LLC and its affiliates filed for Chapter 11 protection on April 17, 2009 (Bankr. E.D. N.Y. Lead Case No. 09-72669). Leslie A. Berkoff, Esq. at Moritt Hock Hamroff Horowitz LLP represents the Debtors in their restructuring efforts. The Company said it had $10 million to $50 million in assets and debts. ION MEDIA: S&P Downgrades Corporate Credit Rating to 'CC' --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on West Palm Beach, Florida-based ION Media Networks Inc. The corporate credit rating was lowered to 'CC' from 'CCC', reflecting the company's recent announcement that it is in discussions with its secured lenders with regard to a comprehensive recapitalization of its balance sheet that could include a significant debt-for-equity exchange. The rating outlook is negative. "The downgrade and negative rating outlook reflect our concern about ION Media's very weak liquidity position and the heightened probability that secured creditors could lose principal because of declining revenues and EBITDA in an advertising recession," said Standard & Poor's credit analyst Deborah Kinzer. "In our view, the company's cash balances, which are its only source of liquidity, could be depleted very soon." The 'CC' corporate credit rating reflects S&P's expectation that ION Media is at imminent risk of default through a recapitalization or a bankruptcy filing, either of which would cause debtholders to receive less than the principal value of their exposure. The company's financial risk has continued to increase because of its weak and declining EBITDA, onerous debt burden, dwindling cash balances, and negative discretionary cash flow. Competition from well-capitalized rivals, continuing reliance on infomercials for a large part of revenue and programming, recessionary pressure on ad demand, and expenses to add more syndicated series and relaunch the network have intensified the company's challenges. JEFF BENFIELD: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Jeff Benfield Nursery, Inc. 43 Old Linville Road Marion, NC 28752 Bankruptcy Case No.: 09-40311 Type of Business: The Debtor produces trees and plants nursery products. Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court Western District of North Carolina Judge: George R. Hodges Debtor's Counsel: David G. Gray, Esq. Westall, Gray, Connolly & Davis, P.A. 81 Central Avenue Asheville, NC 28801 Tel: 828.254.6315 Email: judyhj@bellsouth.net Total Assets: $9,428,325.47 Total Debts: $9,370,095.18 The Debtor does not have any creditors who are not insiders. The petition was signed by Jeffery L. Benfield, president of the Company. LAUREL PIPELINE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Laurel Pipeline, LLC P.O. Box 3228 London, KY 40743 Bankruptcy Case No.: 09-60577 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court Eastern District of Kentucky Debtor's Counsel: Dean A. Langdon, Esq. 200 N Upper St Lexington, KY 40507 Tel: (859) 231-5800 Email: langdonbk@wisedel.com and Jamie L. Harris, Esq. 200 North Upper Street Lexington, KY 40507 Tel: (859) 231-5800 Email: jharris@wisedel.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/kyeb09-60577.pdf The petition was signed by Tim McClure, a member of the Company. LOCKHART FUNDING: Moody's Downgrades Rating on Commercial Notes --------------------------------------------------------------- Moody's has downgraded the Prime-1 rating on the asset-backed commercial paper issued by Lockhart Funding LLC to not prime. Lockhart is a partially supported ABCP program sponsored by Zions First National Bank (Ba2 /NP/ D-), that invests in a portfolio of highly-rated securities. Zions is the sole liquidity provider of Lockhart. The rating action follows Moody's rating action of Zions' Prime-1 rating to NP on April 20, 2009. The rating action is based solely on the rating action with respect to Zions' short term rating. The prior rating of Lockhart's ABCP program was confirmed in December 2008, which was also the last rating change. Complete rating action: -- Lockhart Funding LLC, asset-backed commercial paper notes, downgraded to NP; previously on December 16, 2008 the Prime-1 rating was confirmed. LYONDELL CHEMICAL: June 15 Bar Date for Prepetition Claims Set -------------------------------------------------------------- Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern District of New York ordered that each person or entity that asserts a claim, as defined in Section 101(5) of the Bankruptcy Code, against Lyondell Chemical Company or its affiliates that arose on or prior to January 6, 2009, must file an original proof of claim by June 15, 2009, at 5:00 p.m. (prevailing Eastern Time). Each governmental unit that asserts a claim against any of the Debtors that arose on or prior to January 6, 2009, must file a proof of claim by July 6, at 5:00pm (prevailing Eastern Time). 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: Parties Agree to Protocol on Merger Probe ------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in Lyondell Chemical's bankruptcy cases, ABN AMRO Inc. and ABN AMRO Bank N.V., Goldman Sachs Credit Partners, L.P., UBS Securities LLC, UBS AG, Stamford Branch, and UBS Loan Finance LLC, Citibank N.A. and Merrill Lynch & Co., Inc., and other entities that will become parties by executing an additional party addendum, entered into a protective stipulation governing the handling of all documents, deposition, testimony, discovery responses and other materials produced in connection with the Committee's request to conduct discovery on Lyondell's merger. Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern District of New York has approved the stipulation. The Protective Stipulation, as it relates to Citibank and Merrill Lynch, supersedes the stipulation among the Committee, Citibank and Merrill Lynch approved on April 3, 2009. Materials which contain or disclose information believed to be confidential information pursuant to Rule 7026(c)(1)(g) of the Federal Rules of Bankruptcy Procedure may be designated by the producing party as confidential material. Certain Confidential Materials may be designated Highly Confidential if they are commercially sensitive. No entity will be given access to the Highly Confidential documents unless: (i) the documents were so designated by the current employer of the entity; (ii) the entity has previously seen or received the documents or materials; (iii) the party that designated the materials as highly confidential consents to the access; or (iv) the Court orders the access. Production of the Confidential Material is voluntary. The Confidential Materials are solely available to (i) counsel for the parties, (ii) experts or consultants retained by the parties, (iii) officers, employees and members of the parties who may be necessary to assist with the Committee Motion, (iv) witnesses, (v) other parties-in-interest that parties agree to be provided with copies of the Confidential Materials, and (vi) the Court and its personnel. Moreover, the parties will file a redacted public copy of any pleadings and papers that have been designated as Confidential or Highly Confidential. Any Party who intends to use any Confidential Material at any hearings may provide a 10-day notice of its intent to the Designating Party so that the Designating Party can take all steps necessary to protect the confidentiality of the material. Stipulation Governing Panel's Access to Info To ensure that the Official Committee of Unsecured Creditors is able to comply with its obligations under Section 1102(b)(3)(A) of the Bankruptcy Code and protect the Debtors' confidential, privileged or proprietary information, the Debtors and the Committee agree to a protocol governing the Committee's access to information. The Committee has provided the U.S. Trustee for Region 2 with a copy of the stipulation and the U.S. Trustee has not objected to the Stipulation. The key terms of the Creditor Information Protocol are: A. The Committee will, until the earliest of the Committee's dissolution, dismissal or conversion of the Debtors' Chapter 11 cases, or a further Court order: (a) establish and maintain an Internet-accessed Web site that provides: * general information concerning the Debtors, including case dockets and access to docket filings; * a calendar with upcoming significant events in the Chapter 11 cases; * access to the claims docket as and when established by the Debtors or any claim agent retained in the cases; * a general overview of the Chapter 11 process; * press release, if any, by each of the Committee and the Debtors; * a non-public registration form for creditors to ask real-time case updates via electronic e-mail; * a non-public form to submit creditor questions, comments and requests for access to information; * response to creditor questions, comments and requests for access to information; provided, that the Committee may privately provide the responses, in its reasonable discretion, including in the light of the nature of the information request and the creditors' agreements to appropriate confidentiality and trading constraints; * answers to frequently asked questions; and * links to other relevant Web sites. (b) establish and maintain a telephone number and electronic mail address for creditors to submit questions and comments. B. The Committee will not be required to disseminate to any entity: (i) without further Court order, confidential, proprietary, or other non-public information concerning the Debtors or the Committee, including with respect to the conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, or any relevant matters in these Chapter 11 cases or to the formulation of one or more Chapter 11 plans, including confidential subject material and highly confidential materials; or (ii) any other information if the effect of the disclosure would constitute a general or subject matter waiver of the attorney-client, work-product, or other applicable privilege possessed by the Committee. C. Any information received by the Committee from any entity in connection with an examination pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure or in connection with discovery in any contested matter, adversary proceeding or other litigation will not be governed by this order but, rather, by any order governing discovery. D. The Debtors will assist the Committee by identifying what information concerning them that is either provided by them or their professionals, or any third party, to the Committee is confidential information. Any documents, information or other materials so designated by the Debtors will be treated as Confidential Information. E. If a creditor submits a request for the Committee to disclose information, the Committee will immediately, but no more than 20 days after receipt of the Information Request, provide response to the Information Request, including providing access to the Information asked or the reasons why the Information Request cannot be complied with. The Committee will also (i) provide the Debtors with notice of the Information Request within five days of receipt of the Information Request if the Committee believes that the Information Request asks for the Debtors' Confidential Information; (ii) consult with the Debtors before issuing a Response if the Information Request asks for the Debtors' Confidential Information; and (iii) provide a copy of the Committee's Response. F. If the Committee decides to deny the Information Request because the Information Request may implicate Confidential Information that need not be disclosed, the Requesting Creditor may confer with the Committee and seek compulsion of the disclosure pursuant to a motion. This stipulation will not preclude the Requesting Creditor from asking the Committee to provide it with any information or the Court to conduct an in camera review of any information related to the Requesting Creditor's motion. Moreover, in its response to an Information Request, the Committee will consider, in consultation with the Debtors, whether: -- the Requesting Creditor is willing to agree to confidentiality and trading restrictions with respect to the Confidential Information and represents that the trading restrictions and any information-screening process complies with applicable securities laws; and -- the agreement and any information-screening process that it implements will protect the confidentiality of the information. If the Committee opts to provide access to Confidential Information due to confidentiality and trading restrictions, neither the Debtors nor the Committee will be responsible for the Requesting Creditor's compliance with, or liability to applicable securities or other laws. G. If the Information Request implicates the Debtors' Confidential Information and the Committee agrees that the request is satisfied, or if the Committee on its own wishes to disclose the Confidential Information to creditors, the Committee may demand for the benefit of the Debtors' creditors: (a) if the Confidential Information is information of the Debtors, by submitting a request captioned as Committee Information Demand to the Debtors' counsel, stating that the information will be disclosed described in the Demand unless the Debtors object within 15 days after service of the Demand, and the Committee, the Requesting Creditor and the Debtors may schedule a hearing with the Court seeking ruling on the Demand; and (b) if the Confidential Information is information of another entity, by submitting a request to the Entity with a copy to the Debtors' counsel stating that the information will be disclosed as described in the Demand unless the Entity objects within 15 days after the service of the Demand; and the Committee, the Requesting Creditor, the Entity and the Debtors may schedule a hearing with the Court seeking ruling on the Demand. H. The Committee will not be required to provide access to information or solicit comments from any entity that has not demonstrated to the satisfaction of the Committee, or to the Court that it holds claims pursuant to Section 1102(b)(3) of the Bankruptcy Code. The Court will consider approval of the stipulation on April 24, 2009. About Lyondell Chemical 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: Seeks Aug. 4 Extension of Lease Decision Period ------------------------------------------------------------------ Lyondell Chemical Company and its affiliates are parties to thousands of lease agreements, majority of which are unexpired leases of nonresidential property. The Lease Agreements are agreements for the lease of, among others, office space, research and development facilities, and production facilities, which may be integral to the Debtors' continued operation and existence both during and after the Debtors' Chapter 11 cases. Even if certain of the Lease Agreements may not be necessary for the Debtors' continued operations, the Debtors' ability to assume and assign these leases to third parties may provide an opportunity for the estates to realize value from these leases. Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates that as part of the Chapter 11 process, the Debtors are reviewing the Lease Agreements to determine whether these agreements should be rejected or assumed. As of April 15, 2009, the Debtors have rejected several nonresidential real property lease agreements. He explains that although the Debtors are reviewing the Lease Agreements, given the size, complexity and demands of the Chapter 11 cases, and the number of the Lease Agreements, the Debtors require additional time to make final determinations regarding the assumption or rejection of the Lease Agreements. Unless the time period is extended, the Debtors must make these important decisions on or before May 6, 2009, pursuant to Section 365(d)(4) of the Bankruptcy Code. Mr. Mirick notes that given the importance of the Lease Agreements, it is impossible for the Debtors to make an informed decision as to whether to assume or reject each Lease Agreement by May 6. Mr. Mirick reminds the U.S. Bankruptcy Court for the Southern District of California that under Section 365(d)(4)(B)(i) of the Bankruptcy Code, a court may extend the period within which debtors may assume or reject the unexpired lease agreements prior to the expiration of the 120-day period, for 90 days on the motion of the trustee or lessor for cause. Under the 120-day timeframe, he says, the Debtors will be unable to evaluate: (i) the economics of each Lease Agreement; (ii) the benefits or burdens of each Lease Agreement to the Debtors' estates; and (iii) whether each Lease Agreement is necessary to the ongoing business operation of the Debtors. Absent an extension, the Debtors may be forced to assume the Lease Agreements prematurely, which could lead to significant administrative claims against their estates if the assumption later turns out to be unnecessary, he contends. Similarly, if the Debtors precipitously reject the Lease Agreements, they may forego significant value in the Lease Agreements, thereby resulting in the loss of valuable property interests that may be essential to their reorganization, he states. For these reasons, the Debtors ask the Court to extend the time within which they may assume or reject the Lease Agreements, through and including August 4, 2009. Mr. Mirick explains that additional time is also needed to determine how each Lease Agreement may fit into the Debtors' eventual reorganization plan. As the Debtors are only developing their long-range business plan and are at the early stages of formulating their strategy for their reorganization plan, it is too early for them to know the role each Lease Agreement may have in their future operations. He also assures the Court that the Debtors' continued occupation of the premises subject to any Lease Agreement will not affect any lessor's right under the Bankruptcy Code. He says that the Debtors intend to remain current on their postpetition rent obligations under the Lease Agreements. To the extent a lessor suffers any damages in connection with its Lease Agreement, the remedies permitted under the Bankruptcy Code will sufficiently compensate the lessor, whether the Lease Agreement is ultimately assumed or rejected, he maintains. About Lyondell Chemical 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: Seeks Sept. 15 Extension of Exclusive Periods ---------------------------------------------------------------- Section 1121(b) of the Bankruptcy Code provides for an initial period of 120 days after the Petition Date during which a debtor has the exclusive right to propose and file a Chapter 11 plan. Section 1121(c)(3) provides that if a debtor files a plan within the Exclusive Plan Filing Period, it has a period of 180 days to solicit acceptances of that plan. Lyondell Chemical Company and its affiliates' Exclusive Plan Filing Period expires May 6, 2009. The Debtors' Exclusive Solicitation Period expires July 6, 2009. George Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates that the Debtors have made extraordinary progress during the first three and one-half months in Chapter 11, with these accomplishments: * obtaining approval of the largest debtor-in-possession financing in the history of Chapter 11, an $8.5 billion DIP Facility, including $1.5 billion of revolving, asset-based liquidity, a new $3.25 billion term loan, and a modified roll-up of $3.25 billion of prepetition senior debt; * obtaining injunctive relief to protect European affiliates from claims based on guarantees of Debtor obligations; * obtaining prompt, effective, and efficient resolutions of disputes with vendors and customers; * commencing the process of evaluation and, rejecting or assuming, executory contracts; * establishing regular and effective communications with the professionals advising the Debtors' postpetition lenders, the prepetition lenders, and the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases; * establishing stable operations in the first quarter of 2009, at levels a safe margin away from the several performance covenants in the DIP Financing Facility; * obtaining substantial costs savings through implementation of a plan for facility closures and employment reductions; * establishing a solid foundation for developing the business plan projections, and valuations necessary to a successful plan or reorganization; and * obtaining a smooth landing in Chapter 11 through appropriate first day orders and policies. In addition, the Debtors have formulated a substantial fixed-cost reduction plan. Before the Petition Date, the Debtors had established a fixed-cost reductions target of $200 million. The Debtors are hopeful that much of this target will be realized in 2009. As of April 15, 2009, LyondellBasell Industries AF S.C.A. has already closed seven plants and 13 offices and reduced headcount by 607 employees and 1,582 contractors. The Debtors believe that those reductions, though not easy, are an essential ingredient to returning LBI to a sound financial footing. The Debtors have also commenced efforts to value their businesses and assets, knowing that they must move these Chapter 11 cases forward expeditiously, Mr. Davis notes. More importantly, Mr. Davis says that the Debtors' DIP Facility set certain milestones for the Debtors' filing and confirmation of a plan: * August 15, 2009 -- the Debtors must deliver a plan of reorganization and disclosure statement to the DIP Lenders; * September 15, 2009 -- the Debtors must file the reorganization plan and disclosure statement; * October 15, 2009 -- the Debtors must obtain Bankruptcy Court approval of the disclosure statement, subject to an extension through October 30, 2009, under certain circumstances; * December 1, 2009 -- date by which confirmation hearing must occur, subject to a 21-day extension under certain circumstances; * December 15, 2009 -- maturity date of the DIP Facility. Mr. Davis notes while extensions of the Exclusive Periods are given to a debtor, the milestones are nonetheless ambitious, particularly for an enterprise of the Debtors' size. He points out that an implicit corollary to the DIP Facility is that the Debtors would have the exclusive right to formulate and confirm a plan during the time periods set forth in the DIP Facility. He argues that there is no practical way for the Debtors to meet these tight deadlines unless they are the focal point both for plan negotiation and drafting. He further discloses that several issues remain to be resolved before the Debtors will be able to set forth and obtain approval of a plan of reorganization. He says that the Debtors have been working diligently with their professionals to evaluate their businesses, but due to the size and scope of their enterprise, more time is needed. Accordingly, the Debtors ask the Court to extend the (i) Exclusive Plan Filing Period through and including September 15, 2009, and (ii) Exclusive Solicitation Period, through and including December 15, 2009. Mr. Davis also clarifies that the Debtors are not asking for the proposed extension to delay the Chapter 11 process or to pressure creditors to accede to a plan unsatisfactory to them. To the contrary, he asserts, the proposed extension will benefit the creditors by allowing the Debtors and their creditors to work together to develop a mutually acceptable plan of reorganization. He further explains that the Debtors' Motion is not a negotiation tactic, but a reflection of the fact that these Chapter 11 cases are not yet ripe for the formulation and confirmation of a viable Chapter 11 plan. He tells the Court that the Debtors and their professionals have conferred with various creditor constituencies on substantive and administrative matters in these Chapter 11 cases and that the Debtors have no intent to discontinue those negotiations if the proposed extension is approved. Moreover, the proposed extension will permit the Debtors' management to develop and implement a viable long-term business plan and allow the Committee and other parties-in-interest to evaluate a plan. He assures the Court that the Debtors are paying, and will continue to pay, all of their postpetition bills as they become due. He says that the Debtors believe they have sufficient liquidity under their DIP Facility to carry on the normal course of business. Accordingly, an extension of the Exclusive Periods will not jeopardize the rights of postpetition creditors, he adds. Mr. Davis reminds the Court that the Exclusive Periods are designed to provide a debtor with a full and fair opportunity to rehabilitate its business and to negotiate, develop, propose, confirm, and consummate a consensual plan of reorganization. The Court will consider approval of the Debtors' request April 28, 2009. Objections are due April 24. About Lyondell Chemical 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: Stipulation Permitting BASF Set Off of Debts --------------------------------------------------------------- Debtor Lyondell Chemical Company and BASF Corporation are parties to: (i) a PO Processing Contract in which Lyondell processed propylene into propylene oxide for BASF; (ii) two separate Styrene Monomer Sales Contracts under which Lyondell sold styrene monomer to BASF; and (iii) Propylene Glycol Sales Contract wherein Lyondell sold propylene glycol and dipropylene glycol to BASF. Pursuant to the Lyondell Contracts, BASF owed Lyondell $5,771,870 -- the Lyondell Credit -- as of the Petition Date. Moreover, Lyondell and BASF are parties to a certain BDO and PTMEG Purchase and Sale Contract wherein BASF converted butanediol into PTMEG for Lyondell. Under the BDO Contract, Lyondell owed BASF $3,570,940 - - the Lyondell Debt -- as of the Petition Date. Pursuant to a price adjustment under the PTMEG Contract, Lyondell owes BASF an additional $603,220 -- the Lyondell Adjustment Debt. Debtor Equistar Chemicals, LP, and BASF are parties to (i) Benzene Sales Agreement wherein Equistar sold benzene to BASF; (ii) Glycol Ether DE Sales Contract wherein Equistar sold Glycol Ether DE to BASF; and (iii) Raffinate II or Raffinate I Sales Contract wherein Equistar sold raffinate II or raffinate I to BASF. Pursuant to the Equistar Contracts, BASF owed Equistar $3,705,553 -- Equistar Credit -- as of the Petition Date. BASF and Equistar are also parties to a purchase orders wherein Equistar purchased pluronic and oppanol from BASF. Pursuant to the Purchase Orders, Equistar owed BASF $230,099 -- Equistar Debt -- as of the Petition Date. Accordingly, the parties agree to lift the automatic stay solely to allow BASF to set off (i) the Lyondell Debt and Lyondell Adjustment Debt against the Lyondell Credit and (ii) the Equistar Debt against the Equistar Credit. BASF will then pay the difference between the Lyondell Credit for $5,771,870 and the sum of Lyondell Debt for $3,570,940, and Lyondell Adjustment Debt for $602,220, for a total payment of $1,598,709 to Lyondell immediately. Moreover, BASF will pay the difference between the Equistar Credit for $3,706,553, and the Equistar Debt for $230,099, for a total payment of $3,476,452 to Equistar immediately. The parties clarify that the Stipulation will not affect, among others, a dispute between Lyondell and BASF related to the PO Contract in the New Jersey Superior Court and under appeal in New Jersey Appellate Division. About Lyondell Chemical 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: To Cut Jobs, Targets $700MM Cost Reduction ------------------------------------------------------------- LyondellBasell announced that it has increased its fixed-cost reduction target to $700 million by year-end 2010. The new target is part of a total performance improvement plan of $1.3 billion, which also encompasses variable and energy cost reductions, as well as revenue enhancement initiatives. "The original merger plan targeted a fixed-cost reduction of approximately $200 million. Based on our efforts through the second half of 2008 and particularly in the first quarter 2009, we have increased our goal to $700 million," said Ed Dineen, LyondellBasell's Chief Operating Officer, in a company statement. "More importantly, we believe we will demonstrate a substantial part of this target in the 2009 bottom line, given first-quarter performance." The plan encompasses a reduction in employee headcount of more than 3,000, or approximately 17%, and a reduction in contractors approaching 2,000, or nearly 30%. It includes the closure of 20 offices and research & development sites and the closure of 10 or more manufacturing plants, most of which have been announced or completed. "The detailed program identifies actions and timelines, and implementation is well under way as momentum built rapidly throughout the first quarter," said Mr. Dineen. "This cost reduction plan is a key part of our effort to offset the current sales volume and margin weakness. It will also be incorporated into the financial projections that will inform our Plan of Reorganization," said Alan Bigman, LyondellBasell's Chief Financial Officer. "We are working toward confirmation of a plan consistent with the milestone schedule set forth in our debtor- in-possession loans." "Market conditions continue to be extremely challenging, and we are driving hard across all our organizations to enhance our earnings," said Mr. Dineen. "We are pleased with our progress, but are committed to doing more and doing it more quickly. I am confident that we will emerge from Chapter 11 as a stronger, more competitive company that will continue to be a leader in innovation, customer satisfaction and the manufacturing and development of products that improve quality of life for people around the world." LBI Q1 Results: "On Plan" Doug Pike, vice president for investor relations of LBI, said in a teleconference held April 14, 2009, that the results for the first quarter of 2009 were "essentially on plan." He noted that trends in March 2009 were mixed as (i) oxyfuels strengthened seasonally, (ii) European Union olefins improved and (iii) there was minimal change in demand across the first quarter particularly in durable goods markets. Mr. Pike stated that for the second quarter of 2009, LBI expects "moderate improvement but currently lagging plan expectations." He related that LBI anticipates "continued volatility in refining spreads." LBI provided its investors an update on its January to February 2009 performance at the April 14 teleconference. LBI gave a review on its business segments including liquidity, fuels, chemicals, polymers and technology and Research & Development. LBI also disclosed cost reduction programs it is currently undertaking. A copy of the Investor Update is available for free at: http://bankrupt.com/misc/Lyondell_JanFeb09Performnce.pdf About Lyondell Chemical 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) MADOFF SECURITIES: Investors Seek to Transfer Ch. 15 Case to NY --------------------------------------------------------------- Christopher Scinta at Bloomberg News reports that investors who filed to push Bernard Madoff into Chapter 7 bankruptcy protection are seeking to have the case of Madoff Securities International Ltd. transferred to New York from Florida. Court documents say that Madoff International filed for Chapter 15 bankruptcy protection in Florida on April 14 and sued Mr. Madoff's brother, Peter, to recover a $200,000 Aston Martin car. Investors said in court documents that the case filed by the U.K. liquidators should be moved to Manhattan bankruptcy court because the involuntary bankruptcy against Mr. Madoff and the liquidation of Bernard L. Madoff Investment Securities LLC by Securities Investor Protection Corp. trustee Irving Picard are pending there. London-based Madoff Securities International Limited is a money management business of Bernard L. Madoff in the United Kingdom. Mark Richard Byers, Andrew Laurence Hosking, and Stephen John Akers at Grant Thornton UK LLP filed a Chapter 15 petition against the Company on April 14, 2009 (Bankr. S.D. Fla. Case No. 09- 16751). The Company has $100 million to $500 million in assets and more than $1 billion in debts. MAGNA ENTERTAINMENT: Breeders' Cup Wants Assurance for Racing Days ------------------------------------------------------------------ Breeders' Cup officials want an assurance from the U.S. Bankruptcy Court for the District of Delaware that the championship racing days will be allowed to take place at Magna Entertainment's Santa Anita Park in Arcadia, California, regardless of any potential sale of the track, Gregory A. Hall at The Courier-Journal reports, citing Oak Tree Racing Association executive vice president Sherwood Chillingworth. According to The Courier-Journal, Mr. Chillingworth said that the creditors agreed with the Debtor that the event should proceed as planned, but Breeders' Cup wants assurances from the court. The Courier-Journal relates that the event, scheduled for November 6-7, will be hosted by Oak Tree Racing at the Santa Anita Park. According to The Courier-Journal, Magna Entertainment's bankruptcy has created a possibility that this year's Breeders' Cup could be moved to Churchill Downs. Breeders' Cup President Greg Avioli, The Daily Racing Form states, said that the issue needs to be resolved by the beginning of May or the Cup will be moved to Churchill due to logistics like hotel rooms and travel plans that need to be locked down. Mr. Avioli said that he believes that court approval will be obtained in time, according to The Courier-Journal. Mr. Avioli said in a statement, "We are working with Santa Anita and Oak Tree management and our legal counsel to obtain the necessary protections so that the event can take place as planned. We have made a great deal of progress in the last few weeks working with Oak Tree and Magna and remain confident that we will obtain the necessary approvals from the bankruptcy court in the immediate future, and the 2009 event will be at Oak Tree as originally planned." The Breeders' Cup currently is scheduled to return to Churchill in 2010, according to The Courier-Journal. 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., and 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 INT'L: May Begin Soliciting Votes; May 21 Hearing Set -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved on April 17, 2009, the disclosure statement explaining Masonite Corporation and its affiliated debtors' Joint Chapter 11 Plan of Reorganization. As a result, the Debtors may now begin to solicit acceptances for their Chapter 11 Plan. The Plan incorporates by reference a Canadian plan of arrangement pursuant to the Canada Business Corporations Act. By voting on the Plan, creditors will be deemed to be deemed to be voting on the CBCA Plan, meaning that votes to accept or reject the Plan will be taken to be a vote to accept or reject the CBCA Plan. The Court will consider confirmation of the Plan on May 29, 2009. The deadline for voting on the Plan is May 21, 2009. The deadline for filing objections to the Plan is May 21, 2009. For further information, please contact the Masonite Debtors' claims agent, Kurtzman Carson Consultants LLC, by: (a) calling the Masonite Debtors' restructuring hotline at (888) 830-4646; (b) visiting the Masonite Debtors' restructuring website at: http://www.kccllc.net/masonite;and/or (c) writing to Masonite Corporation, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245. The Masonite Debtors will file the Plan Supplement, which will include the CBCA Plan, on or before May 18, 2009. As reported in the Troubled Company Reporter on March 20, 2009, on the Plan's Effective Date, the Reorganized Debtors will enter into the New Term Loan consisting of a first lien secured term credit facility in the maximum amount of $200,000,000, and secured by first priority liens on and security interests on substantially all of the assets of the Reorganized Debtors. The New Term Loan will have a maturity date of December 31, 2013. On the Plan's Effective Date, the Reorganized Debtors will enter into the New PlK Loan consisting of a second lien secured term facility in an amount equal to or greater than $100 million plus $200 million less the amount of New Term Loan actually issued. The New PIK Loan will be secured by second priority liens upon and security interests on substantially all of the assets of the Reorganized Debtors. The New PIK Loan will have a maturity date of December 31, 2015. Upon confirmation, the Reorganized Debtors will issue the New Common Stock, including options, or other equity awards, if any, reserved for the Management Equity Incentive Plan, by New Masonite Holdings. An unlimited number of common shares will be authorized under the New Certificate of Incorporation of New Masonite Holdings. On the Plan's Effective Date, an initial number of shares of New Common Stock will be issued and distributed to: -- Holders of Claims in Class 2; and -- Holders of Claims in Class 4. 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) MEL-TEX VALVE: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Mel-Tex, Valve, Inc. 104 Riley Road Houston, TX 77047-6006 Bankruptcy Case No.: 09-32693 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Wesley W. Steen Debtor's Counsel: Peter Johnson, Esq. Law Offices of Peter Johnson Suite 2820 Eleven Greenway Plaza Houston, TX 77046 713-961-1200 Fax: 713-961-0941 Email: pjlawecf@pjlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its list of 13 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txsb09-32693.pdf The petition was signed by Abraham Melawer, president of the Company. MERISANT WORLDWIDE: Wants Plan Filing Period Extended to Sept. 5 ---------------------------------------------------------------- Merisant Worldwide Inc. is asking the U.S. Bankruptcy Court for the District of Delaware to extend its exclusive period to file a Chapter 11 plan until September 5, 2009, Bloomberg's Bill Rochelle said. According to Bloomberg, Merisant, in its request for an extension, disclosed that its officers have conducted so-called roadshow presentations with prospective providers of debt or equity financing needed for its emergence from Chapter 11. The Court will convene a hearing to consider the requested extension on May 7. Headquartered in Chicago, Illinois, Merisant Worldwide Inc. -- http://www.merisant.com/-- sells low-calorie tabletop sweetener. The Debtor's brands are Equal(R) and Canderel(R). The Debtor has principal regional offices in Mexico City, Mexico; Neuchatel, Switzerland; Paris, France; and Singapore. In addition, the Debtor owns and operates manufacturing facilities in Manteno, Illinois, and Zarate, Argentina, and own processing lines that are operated exclusively for the Debtor at plants located in Bergisch and Stendal, Germany and Bangkrason, Thailand. As of March 28, 2008, the Debtor has 20 active direct and indirect subsidiaries, including five subsidiaries in the United States, six subsidiaries in Europe, five subsidiaries in Mexico, Central America and South America, and three subsidiaries in the Asia Pacific region, including Australia and India. Furthermore, the Debtor's Swiss subsidiary holds a 50% interest in a joint venture in the Philippines. Merisant Worldwide holds 100% interest in Merisant Company. Merisant Worldwide and five of its units filed for Chapter 11 protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09- 10059). Sidley Austin LLP represents the Debtors in their restructuring efforts. Young, Conaway, Stargatt & Taylor LLP represents the Debtors' as co-counsel. Blackstone Advisory Services LLP is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC is the Debtors' Claims and Noticing Agent. Winston & Strawn LLP represents the Official Committee of Unsecured Creditors as counsel. Ashby & Geddes, P.A. is the Committee's Delaware counsel. The Debtors have $331,077,041 in total assets and $560,742,486 in total debts as of Nov. 30, 2008. MICHAEL HAGEMANN: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Michael L. Hagemann 13 Floyd Road Louisburg, NC 27549 Bankruptcy Case No.: 09-03148 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: J.M. Cook, Esq. Attorney at Law P.O. Box 2241 Raleigh, NC 27602 Tel: 919 424-6342 Email: JM_Cook@jmcookesq.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-03148.pdf The petition was signed by Michael L. Hagemann. MIDWAY GAMES: Sale to Mark Thomas Displeases Creditors & Court -------------------------------------------------------------- Michael McWhertor at Kotaku.com reports that Midway Games Inc.'s creditors and the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware seem displeased by the Company's sale to private investor Mark Thomas. According to Kotaku.com, Judge Gross called the sale "a matter of very, very serious concern." Kotaku.com relates that Mr. Thomas purchased a controlling interest in Midway Games for US$100,000. According to the report, Mr. Thomas was also buying into $70 million in debt. Judge Gross, says Kotaku.com, seems to agree to Midway Games' creditors on the suspicious nature of the sale of Midway Games from Sumner Redstone's National Amusements to Mr. Thomas. Judge Gross said in court documents, "This is a game company, but that did not give National Amusement the right to treat a public company as if it were a toy." Headquartered in Chicago, Illinois, Midway Games Inc. -- http://www.midway.com-- develops video games and sell them primarily in North America, Europe, Asia and Australia. The company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as special counsel, and Epiq Bankruptcy Solutions LLC as claims agent. The Debtors' financial condition as of September 30, 2008, showed $167,523,000 in total assets and $281,033,000 in total debts. MIDWEST PRECISION: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Midwest Precision Tool & Die, Inc. 2000 East 54th Street North Sioux Falls, SD 57104-5537 Bankruptcy Case No.: 09-40277 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court District of South Dakota (Southern (Sioux Falls)) Judge: Charles L. Nail, Jr. Debtor's Counsel: Clair R. Gerry, Esq. Gerry & Kulm Ask, Prof LLC P.O. Box 966 Sioux Falls, SD 57101-0966 Tel: (605) 336-6400 Email: gerry@sgsllc.com Total Assets: $2,626,900 Total Debts: $3,123,441 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/sdb09-40277.pdf The petition was signed by Burd McCoy, president of the Company. MILACRON INC: Notice Procedures for Certain Equity Transfers OK'd ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio has approved notice procedures relating to certain transfers of equity interests in Milacron Inc. and its affiliated debtors and claims for worthless stock deductions to preserve the net operating losses ("NOLs") and certain other, including "built-in" losses of the Debtors. Pursuant to the approved notice procedures, any person or entity who currently or in the future Beneficially Owns (i) at least 250,803 shares of Milacron Inc. common stock (representing approximately 4.5% of all issued and outstanding shares of the Common Stock), (ii) any shares of Milacron 6% Convertible Preferred Stock, or (iii) any shares of Milacron 4% Cumulative preferred Stock (each a "Substantial Equityholder") must file with the Court a notice of such status on or before the date that is later of: (A) the date that is 40 days after the entry of the order, or May 17, 2009, or (B) the date that is 10 days after said person or entity becomes a Substantial Equityholder. For purposes of the Order, "Beneficial Ownership" of an "equity interest" includes: (A) direct and indirect ownership by a holder; (B) ownership by such holder's family members and persons acting in concert with such holder to make a coordinated acquisition of an equity interest; and (C) ownership of an equity interest that such holder has a right to acquire through the ownership of an option, a contingent purchase right, a warrant, convertible debt or equity, a put, an equity interest subject to risk of forfeiture, or a contract to acquire an equity interest, regardless of whether such interest or right to acquire is contingent or otherwise not currently exercisable. Except to the extent Substantial Equityholders follow the procedures, all sales or other transfers of equity securities in the Debtors by Substantial Equityholders or that results in a person becoming a Substantial Equityholder are prohibited and will be void ab initio and will confer no rights on the transferree; and any claims for worthless deduction by a Potential 50-Percent Shareholder are enjoined. In papers filed with the Court on March 10, 2009, the Debtors relate they they have incurred significant NOLs in the recent past. These NOLs are an extremely valuable asset because under the Internal Revenue Code, the Debtors can carry forward their NOLs to offset their future taxable years and thereby reduce their future aggregate tax obligations. The Debtors currently estimate their NOLS to be approximately $225.5 million, which, based on the 35% federal income tax rate now in effect, are worth approximately $78.9 million in potential futute federal income tax savings. Additional state tax savings may also be available by utilizing Debtor's NOLs. A copy of the approved notice procedures is available for free at http://bankrupt.com/misc/Milacron.NoticeProcedures.pdf About Milacron Inc. Headquartered in Batavia, Ohio, Milacron Inc. supplies plastics- processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia. First incorporated in 1884, Milacron is also manufactures synthetic water-based industrial fluids used in metalworking applications. The company and six of its affiliates filed for protection on March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235). On the same day, the company filed an ancillary proceeding for reorganization of its Canadian subsidiary under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. The Petitions include the company and its U.S. and Canadian subsidiaries and its non-operating Dutch holding company subsidiary only, and do not include any of the company's operating subsidiaries outside the U.S. and Canada. Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D. Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in their restructuring efforts. Conway, Del Genio, Gries Co., LLC is the Debtors' financial advisor. Rothschild Inc. is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the noticing, balloting and disbursing agent for the Debtors. Paul, Hastings, Janofsky & Walker LLP, represents DIP Lender General Electric Capital Corp. Taft Stettinius & Hollister LLP is counsel for the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed assets and debts between $500 million to $1 billion. MILACRON INC: Section 341(a) Meeting Set for May 8 -------------------------------------------------- Daniel M. McDermott, the United States Trustee for Region 9, will convene a meeting of Milacron Inc.'s creditors on May 8, 2009, at 10:00 a.m., at the Potter Stewart US Courthouse, 100 East Fifth Street, Room B-17, Cincinnati, OH 45202. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible officer of the Debtors under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. About Milacron Inc. Headquartered in Batavia, Ohio, Milacron Inc. supplies plastics- processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia. First incorporated in 1884, Milacron is also manufactures synthetic water-based industrial fluids used in metalworking applications. The company and six of its affiliates filed for protection on March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235). On the same day, the company filed an ancillary proceeding for reorganization of its Canadian subsidiary under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. The Petitions include the company and its U.S. and Canadian subsidiaries and its non-operating Dutch holding company subsidiary only, and do not include any of the company's operating subsidiaries outside the U.S. and Canada. Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D. Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in their restructuring efforts. Conway, Del Genio, Gries Co., LLC is the Debtors' financial advisor. Rothschild Inc. is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the noticing, balloting and disbursing agent for the Debtors. Paul, Hastings, Janofsky & Walker LLP, represents DIP Lender General Electric Capital Corp. Taft Stettinius & Hollister LLP is counsel for the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed assets and debts between $500 million to $1 billion. MONACO COACH: Arranges May 8 Auction for 5 Resort Properties ------------------------------------------------------------ Monaco Coach Corp. will auction five properties designed for luxury motor homes in resort locations on May 8, Bloomberg's Bill Rochelle said. Although no one is yet under contract for the resort assets, Monaco said in court filings that there are several interested purchasers, Bill Rochelle reported. Bids are due May 1. The U.S. Bankruptcy Court for the District of Delaware will consider approval of the sale to the winning bidder or bidders on May 11. According to Bloomberg, the properties are in Indio and La Quinta, California; Las Vegas; Bay Harbor, Michigan; and Naples, Florida. The assets include resort management and rental businesses at the locations. The Las Vegas and Indio locations are fully developed, with only some RV spaces yet to be sold. Monaco Coach Corporation, a national manufacturer of motorized and towable recreational vehicles, is ranked as the number one producer of diesel-powered motorhomes. Headquartered in Coburg, Oregon, with manufacturing facilities in Oregon and Indiana, the Company offers a variety of RVs, from entry-level priced towables to custom-made luxury models under the Monaco, Holiday Rambler, Safari, Beaver, McKenzie, and R-Vision brand names. The Company operates motorhome-only resorts in California, Florida, Nevada and Michigan. Monaco Coach is listed on the Pink Sheets under the symbol "MCOAQ". As of September 27, 2008, the Company had $442.1 million in total assets and $208.8 million in total liabilities. Monaco Coach Corporation and its affiliates filed for Chapter 11 on March 5 (Bankr. D. Del., Lead Case No. 09-10750). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as counsel. Omni Management Group LLC serves as the Debtors' claims, balloting, noticing and administrative agent. MX CONSTRUCTION: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: MX Construction, Inc. 136 East South Temple Ste 1700 Salt Lake City, UT 84111 Bankruptcy Case No.: 09-23582 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: Judith A. Boulden Debtor's Counsel: Theodore E. Kanell, Esq. Plant Wallace Christensen & Kanell 136 East South Temple, #1700 Salt Lake City, UT 84111 Tel: (801) 363-7611 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by the Company's manager, whose name is not legible on the petition. NCL CORPORATION: Moody's Withdraws 'B2' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn the B2 corporate family rating and B3 senior unsecured bond rating of NCL Corporation Limited. Moody's has withdrawn these ratings for business reasons. The last rating action with regard to NCL was taken on 5 September 2008 when the company's B2 corporate family rating and B3 senior unsecured bond rating were confirmed with a negative outlook. NCL Corporation Limited, headquartered in Miami, is 50%-owned by Star Cruises Limited and operates 11 ships with over 23,000 lower berths. It offers itineraries in North and South America as well as Europe. NEVSO EL CAPITAN: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Nevso El Capitan, LLC 8978 West Nevso Drive Suite 105 Las Vegas, NV 89147 Bankruptcy Case No.: 09-15500 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Robert Spear, Esq. 818 Gass Avenue Las Vegas, NV 89101 Tel: (702) 750-0571 Fax: (702) 750-0572 Email: rspear@spearlegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 3 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nvb09-15500.pdf The petition was signed by Ronald C. Bures, manager. NEW ORLEANS: S&P Raises Rating on General Obligation From 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating and underlying rating on New Orleans, Louisiana's general obligation debt to 'BBB' from 'BB' due to active rebuilding efforts, the city's effort to restore structural balance to their budget, and the economic expansion due to rebuilding efforts. The outlook is stable. Standard & Poor's also raised the SPUR on the city's limited-tax GO debt to 'BBB-' from 'BB-', with a stable outlook, based on the city's long-term ability to continually meet its obligations. In S&P's view, the rating continues to reflect the efforts of the Road Home program to assist residents in their rebuilding efforts, the return of major employers and taxpayers to the city conservative and sophisticated financial management policies, and the possibility of the Gulf Opportunity Zone Program and Community Disaster Loan being forgiven. These strengths are mitigated by the city's ongoing challenges for basic infrastructure rebuilding; lack of a structurally balanced budget; and adequate, although below the national average, wealth and income levels. The city's full faith and credit pledge secures the bonds. "Any further upgrade is contingent on the city's ability to restore and maintain sound financial operations while managing a significant rebuilding effort to restore city infrastructure to pre-storm conditions," said Standard & Poor's credit analyst Sarah Smaardyk. New Orleans' pre-storm population estimates were about 455,000, many of whom were life-long residents who did not follow the steady exodus to the suburbs and elsewhere since the U.S. Census peak of 627,000 in 1960. Pre-Katrina, the city had about 10.1 million visitors and tourists, over 40,000 businesses, and about $3 billion in construction activity occurring. Post- Katrina, the city had about 134,000 damaged housing units, millions of lost revenues, and almost 50% of the city's work force laid off. Since the fall of 2005, the city has seen their assessed value increase to pre-Katrina levels, a growing population, the recovery of hotel/motel tax, and strong sales tax growth. NEXPAK CORPORATION: Section 341(a) Meeting Scheduled for June 4 --------------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in Nexpak Corporation and its debtor-affiliates' Chapter 11 cases on June 4, 2009, at 10:00 a.m., at J. Caleb Boggs Federal Building, 844 King Street, 2nd Floor, Room 2112, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Duluth, Georgia, Nexpak Corporation -- http://www.nexpak.com/-- manufactures and supplies packaging for DVD, CD, video, audio, and professional media formats. The Company and its debtor-affiliates filed for Chapter 11 protection on April 10, 2009 (Bankr. D. Del. Lead Case No. 09- 11244). William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC represents the Debtors in their restructuring efforts. The Debtors assets range from $10 million to $50 million and its debts from $100 million to $500 million. NINA N NGUYEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Nina N. Nguyen 926 Wolburn Ct McLean, VA 22102 Bankruptcy Case No.: 09-13057 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Debtor's Counsel: Rocco DeLeonardis, Esq. Property & Estate Law, PLC 14100 Parke Long Ct. Suite A Chantilly, VA 20151 (703) 883-2020 Email: rocco@ltamerica.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Ms. Nguyen's petition, including its list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/vaeb09-13057.pdf The petition was signed by Ms. Nguyen. NORTHWEST DATACOM: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Northwest Datacom and Power, Inc. 640 Maestro Drive, #105 Reno, NV 89511 Bankruptcy Case No.: 09-51055 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge St. Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Total Assets: $846,685 Total Debts: $2,147,659 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nvb09-51055.pdf The petition was signed by Greg E. Lafayette, president. NTK HOLDINGS: S&P Downgrades Corporate Credit Rating to 'SD' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its corporate credit rating on NTK Holdings Inc. to 'SD' from 'B-'. All other outstanding ratings on NTK Holdings remain unchanged. "This action follows the company's recent announcement that THL Advisors (an affiliate of its equity sponsor) and certain executive officers of Nortek Inc. (NTK Holdings' operating company) had purchased $78.5 million face amount of NTK Holdings' senior unsecured loan facility (unrated) for $29.1 million," said Standard & Poor's credit analyst Pamela Rice. "This represented about 30% of the total accreted value of the issue." It is Standard & Poor's view that related party offerings are comparable to NTK Holdings itself acquiring the notes. Given that the purchase was at a substantial discount to the par amount of the outstanding loans, S&P view the transaction as being tantamount to default, given NTK Holdings' weak financial profile -- which S&P expects will continue as a result of the depressed new residential construction and weakening remodeling and commercial end markets. S&P intends to reassess NTK Holdings' capital structure, which, from an absolute debt amount, does not change. Nevertheless, NTK Holdings recently disclosed that there is a substantial likelihood that Nortek may choose to not make a distribution to the parent company sufficient to enable NTK Holdings to make the payments due in March 2010 on its 10 3/4% senior discount notes due 2014. As a result, it is S&P's preliminary assessment that S&P would likely raise NTK Holdings' corporate credit rating to 'CC' with a negative outlook. * * * Bill Rochelle at Bloomberg included NTK in his watch list after S&P's ratings downgrade following the purchase of an affiliate of Thomas H. Lee Partners LP and executives of the operating company Nortek Inc. for $78.5 million senior unsecured loan of Nortek's holding company NTK Holdings Inc. at a 70 percent discount from the face amount. An affiliate of Boston-based Thomas H. Lee Partners controls NTK. According to Mr. Rochelle, the company borrowed $455 million between 2005 and 2006 largely to finance dividends to shareholders. OPUS SOUTH: Files for Reorganization Under Chapter 11 ----------------------------------------------------- Opus South Corporation announced today that it and some of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in order to facilitate an ongoing financial restructuring. Anne Marie Solberg, chief restructuring officer of Opus South, said the bankruptcy filings were made necessary by the continued deterioration in economic conditions in the commercial and residential real estate markets in the Southeast. "While we began slowing the pace of new development nearly two years ago in anticipation of difficult market conditions, we must now take additional measures to enable an orderly wind down of our portfolio, protect asset values and maximize returns on lenders' investments," said Solberg. She said Opus South will currently maintain operations in Atlanta and Tampa to work on asset dispositions and transitions. Mark Rauenhorst, chairman and chief executive officer of Opus Corporation, said while the challenges in the industry are as difficult as the company has ever experienced in its 56 years in the business, conditions vary considerably by region. "The Opus South portfolio includes a large number of condominium projects located in Florida, and has been particularly challenged by the sharp downturn in that portion of the regional real estate market," said Rauenhorst. Mark Rauenhorst emphasized that only Opus South Corporation and some of its subsidiaries are included in the bankruptcy filing announced today. Opus South Corporation is a full-service design-build development firm serving the southeastern portion of the United States. Headquartered in Atlanta, Opus South Corporation is one of five independent operating companies that make up the Opus Group. With in-house expertise in office, industrial, retail, multifamily, government and institutional projects, Opus South has developed more than 27.3 million square feet of space since starting operations in 1981. OPUS SOUTH: Case Summary & 40 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Opus South Corporation 3344 Peachtree Road NE, Suite 1650 Atlanta, GA 30326 Bankruptcy Case No.: 09-11390 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Opus South Contractors, L.L.C. 09-11389 Altaire Village, L.L.C. 09-11391 Clearwater Bluff, L.L.C. 09-11392 Calm Waters, L.L.C. 09-11393 Waters Edge One, L.L.C. 09-11394 Laguna Riviera Ventures, L.L.C. 09-11395 400 Beach Drive, L.L.C. 09-11396 Nature Coast Commons, L.L.C. 09-11397 Shoppes of Four Corners, L.L.C. 09-11398 8th & 14th, L.L.C. 09-11399 Type of Business: The Debtors provide an array of real estate related services across the United States including real estate development, architecture & engineering, construction/project management, property management and financial services. See http://www.opuscorp.com/ Chapter 11 Petition Date: April 22, 2009 Court: District of Delaware (Delaware) Debtor's Counsel: Victoria Watson Counihan, Esq. bankruptcydel@gtlaw.com Greenberg Traurig, LLP The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 661-7000 Fax: (302) 661-7360 Conflicts Counsel: Landis, Rath & Cobb, LLP Real Estate Broker: Chatham Financial Corporation Claims Agent: Delaware Claims Agency LLC Estimated Assets: $50 million to $100 million Estimated Debts: $50 million to $100 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Sports Authority Trade $1,324,449 1050 West Hampden Avenue Englewood, CO 80J10 Tel: (303) 200-5050 Fax: (303) 832-4738 Goodwin Bros Construction Inc. Trade $595,757 P.O. Box 1689 Tel: (352) 796-0149 Fax: (352) 544-1084 Wachovia Bank, NA Bank Loan $592,018 Commercial Loan Payment Center 0502 Atlanta, GA 30314-0502 P.O. Box 740502 Tel: (813) 226-1455 Fax: (813)225-4440 AL Grading Contractors Inc. Trade $394,945 Plateau Excavating Inc. Trade $307,278 Superior Steel, Inc. Trade $274,936 Blume Mechanical LLC Trade $254,433 Tampa Amalgamated Steel Corp. Trade $239,031 Wachovia Bank, NA Bank Loan $226,611 Morgan & Burt Electric Trade $223,121 Colliers Arnold Trade $207,731 Merit Professional Coatings Trade $197,250 Inc. Columbia Precast LLC Trade $192,749 JimLuca Electric Inc. Trade $188,891 Shumate Mechanical LLC Trade $179,043 King Steel Inc. Trade $175,885 Arming-Johnson Company Trade $169,875 Morgan & Burt Electric Trade $156,867 AL Grading Contractors Inc. Trade $154,209 Hauesler Marvin Interiors Trade $135,900 RC Aluminum Industries Inc. Trade $134,603 Diversified Concrete Service Trade $128,502 Inc. Ruppert Nurseries Inc. Trade $126,515 Dixie-Roof Decks Inc. Trade $119,560 400 Beach Drive Trade $119,327 KPMG LLP Department Trade $114,400 Sunbelt Glass & Aluminum Inc. Trade $110,162 Alabama Power Trade - Utility $104,781 Henry Sign Systems Trade $101,580 Ramcon LLC Trade $96,638 Fluid Interiors Trade $96,267 Amsouth Bank Building Bank Loan $93,691 Shutts & Bowen LLP Trade $89,787 National City Bank Bank Loan $84,302 Laguna at Riviera Dunes Trade $83,202 Condominium Parkway Association, Inc. Baker Paintand Contracting Co. Trade $82,366 Century Fire Protection Inc. Trade $79,012 Sunray Landscaping Inc. Trade $78,212 Energy Air Inc. Trade $75,441 The petition was signed by Anne Marie Solberg, chief restructuring officer. ONEIDA LTD.: Appeals Court Reverses Gropper Pension Plan Ruling --------------------------------------------------------------- "More companies may end up liquidating in Chapter 7 as the result of a decision in favor of the Pension Benefit Guaranty Corp. handed down April 8 by the U.S. Court of Appeals for the Second Circuit," Bill Rochelle at Bloomberg said. As reported by the TCR on March 2008, Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York issued a 28-page decision that premiums, created by the Deficit Reduction Act of 2005, payable to the Pension Benefit Guaranty Corp. resulting from the termination of Oneida Ltd's pension plan are pre-bankruptcy general unsecured claims that were discharged by the Debtors' confirmed plan of reorganization. Judge Gropper also held that Oneida is not estopped from refusing to pay the claims in full. The Circuit Court, however, reversed Judge Gropper's decision by ruling on April 8 that a company with a terminated pension plan must pay an annual termination premium of $1,250 per worker for three years after emerging from Chapter 11, Bill Rochelle said. Where Judge Gropper decided that the termination premium was a pre-bankruptcy claim paid along with other unsecured creditors, the appeals court ruled in its eight-page opinion that the claim does not arise until the company emerges from bankruptcy, Mr. Rochelle relates. According to Mr. Rochelle, Judge Gropper's decision was appealed directly from the bankruptcy court to the circuit court without an intermediate appeal to a federal district judge. There are no other circuit court opinions on the issue. Mr. Rochelle relates that to avoid paying the termination premium after confirming a Chapter 11 plan, companies may end up liquidating in Chapter 7, where the premium may not be required. The circuit court decision, Mr. Rochelle adds, might influence some companies to file under Chapter 11 somewhere other than New York, where the bankruptcy courts are bound by the appeals court's opinion. He notes that avoiding bankruptcy in New York by filing elsewhere doesn't assure a company of escaping Oneida's fate because other courts, though not bound by the appeals court ruling, might reach the same result. Background on the Dispute At the time of its bankruptcy filing, Oneida and the PBGC entered into an agreement relating to the company's pension obligations and the liabilities resulting from the underfunding of its three tax-qualified single-employer defined-benefit pension plans. The plans were underfunded by about US$40 million, triggering minimum contributions to fund the deficiency. Oneida and the PBGC negotiated over the pension obligations. Oneida agreed to provide the PBGC with a US$3 million promissory note for the PBGC's secured claim, which note would also cover "any unsecured claim it would have arising out of the distress termination of certain of the Debtors' pension plans." The Debtor's agreement to provide the note was premised on termination of all three pension plans. Upon filing for bankruptcy, Oneida asked the Court to find that it had satisfied the financial requirements for distress termination of the plans and approve termination of the plans. The Debtor later withdrew the request with respect to the Buffalo China Salaried and Union Plans, after further negotiations with the PBGC. Both plans were not terminated, although the Debtor reserved the right to move to do so in the future. In May 2006, the Court entered an order granting the Debtor's uncontested motion to terminate the Oneida Plan. The PBGC and Oneida thereafter reached an agreement containing the specifics of the PBGC's claims arising from termination of the Oneida pension plan, in effect finalizing their prepetition agreement. The settlement agreement continued to provide the PBGC with a US$3 million note. The Settlement Agreement was never formally approved because of the objection of an equity committee in Oneida's case. The equity panel had objected to that part of the settlement that recited that the PBGC had a US$56,236,900 unsecured claim. The Equity Committee, claiming there was value for equity, argued that it was unfairly shut out and that an unreasonably high unsecured claim allocated to the PBGC would prejudice its position. Eventually, all parties stipulated that the claim was at least US$21,075,050. In any event, after a contested confirmation hearing in late July 2006, the Court found that there was no value for equity, that the Plan satisfied the absolute priority provisions of the Bankruptcy Code and that it could be "crammed down" against the equity. Oneida's bankruptcy plan was confirmed in August 2006 and became effective in September 2006. After confirmation, the Debtor and the PBGC entered into another stipulation relating to claims arising from termination of the Oneida Pension Plan. Shortly after the Court approved the stipulation, in October 2006, the Debtor commenced a declaratory action, seeking a finding that DRA Premiums are prepetition claims that were satisfied, along with all other PBGC claims, by the US$3 million note and were otherwise discharged in Oneida's Plan. The PBGC contended that the DRA Premiums were not "claims" and accordingly were not discharged at confirmation. In the alternative, the PBGC argued that because the liability became enforceable only after the distress termination of the pension plan, and because the distress termination occurred postpetition, the liability is at worst a postpetition claim, entitled to be paid in full as an administrative expense of the Chapter 11 case. The PBGC also asked the U.S. District Court for the Southern District of New York to withdraw the reference, on the premise (i) that the case required "consideration of both title 11 and other laws of the United States regulating organizations or activities affecting interstate commerce" (mandatory withdrawal) or, alternatively, (ii) on the basis of discretionary withdrawal of the reference. The parties agreed that the DRA premiums would be paid into an escrow account while the issue was litigated. In July 2007, the District Court declined to withdraw the reference, finding that to resolve the dispute, "the Bankruptcy Court will be required to do what it does on a routine basis: determine whether the DRA Premiums are post-petition obligations that must be paid by Oneida upon reorganization, or pre-petition 'claims' that may be discharged pursuant to the Plan of Reorganization." The Deficit Reduction Act of 2005 was signed into law on February 8, 2006. The DRA is an appropriations bill designed to reduce the deficit in connection with the 2006 fiscal-year budget. One section of the legislation amended the Employee Retirement Income Security Act of 1974 to create an additional premium for pension plans terminated as part of an in- or out- of-court restructuring. About Oneida Ltd. Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) -- http://www.oneida.com/-- manufactures stainless steel and silverplated flatware for both the Consumer and Foodservice industries, and supplies dinnerware to the foodservice industry. Oneida also supplies a variety of crystal, glassware and metal serveware for the tabletop industries. The Company has operations in the United States, Canada, Mexico, the U.K., and Australia. The Company and its eight affiliates filed for Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case No. 06-10489). On May 12, 2006, Judge Gropper approved the Debtors' disclosure statement. Their pre-negotiated plan of reorganization was confirmed on Aug. 31, 2006. The company emerged from Chapter 11 on Sept. 15, 2006, as a privately held company. PENTON BUSINESS: S&P Puts 'B-' Corporate Rating on Negative Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B-' corporate credit rating on Penton Business Media Holdings Inc. and related entities, along with its issue-level ratings on the company's debt, on CreditWatch with negative implications. "The CreditWatch placement reflects our concern over Penton's margin of compliance with financial covenants amid our expectation of cyclically depressed operating performance for the business-to- business trade show and publishing sector," said Standard & Poor's credit analyst Tulip Lim. "The recession has reduced ad pages for many publishers and negatively affected trade shows." For the fourth quarter ended Dec. 31, 2008, Standard & Poor's estimates that the company's EBITDA, adjusted for timing differences, declined in the teens percentage area. The company's leverage (according to S&P's definition and adjusted for operating leases and pro forma for acquisitions and timing differences) was very high, at 9.8x as of Dec. 31, 2008. The company's leverage according to its debt covenants was 8.3x. EBITDA coverage of cash interest expense (according to S&P's definition) for the year ended Dec. 31, 2008 was low, at 1.3x. EBITDA coverage of interest expense was 1.5x based on the company's debt covenants. For the 12 months ended Dec. 31, 2008, the company's covenant EBITDA declined from that of the 12 months ended Sept. 30, 2008, pro forma for the timing difference of the October 2008 trade show between the two years. S&P is concerned that the company may face covenant pressures against its net first-lien debt-to-EBITDA ratio -- currently its tightest covenant -- and S&P believes that the costs of an amendment would place further pressure on interest coverage. This covenant stepped down on March 31, 2009, and then steps down again on Sept. 30, 2009. The company's compliance with financial covenants could be in jeopardy in 2009 if EBITDA does not increase moderately. In resolving the CreditWatch listing, Standard & Poor's will assess the company's near-term earnings, liquidity, and cash flow prospects. PETTERS GROUP: Owner Promised Fat Returns for "Fake" Merchandise ---------------------------------------------------------------- Susan Carey at The Wall Street Journal reports that Tom Petters promised fat returns to investors who lent him money to purchase surplus merchandise -- DVD players and flat-screen TVs -- and resell it to famous retailers like Wal-Mart Stores Inc. Court documents say that there were no such purchases or resales, as they were faked. WSJ relates that Mr. Petters denies the charges. According to court documents, Mr. Petters used the proceeds of his alleged scheme to fund an "extravagant lifestyle" as well as to acquire a host of other businesses like Polaroid Corp., Sun Country Airlines and part of Fingerhut Cos. and stakes in private companies. WSJ relates that alleged victims include hedge funds, universities, and creditors of several related businesses that have been forced into receivership or bankruptcy. Five other defendants, says WSJ, have pleaded guilty to felonies and have agreed to have their assets placed in a receivership and are awaiting sentencing. About Petters Group Worldwide Based in Minnetonka, Minn., Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc. is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc., and Petters Group Worldwide, LLC, filed separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08- 45258, respectively). James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel. In its petition, Petters Company, Inc., listed debts of between $500 million and $1 billion, while its parent, Petters Group Worldwide, LLC, listed debts of not more than $50,000. As reported in the Troubled Company Reporter on Oct. 7, 2008, Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court for the District of Minnesota on Oct. 6, 2008 (Lead Case No. 08-45136). Petters Aviation, LLC, is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. PERFECT PIG: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Perfect Pig, LLC P.O. Box 9 Newton Grove, NC 28366 Bankruptcy Case No.: 09-03134 Type of Business: The Debtor operates a swine breeding facility. Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: 252 633-2700 Fax : 252 633-9600 Email: efile@stubbsperdue.com Total Assets: $9,251,039 Total Debts: $23,307,583 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-03134.pdf The petition was signed by Alan G. Herring, managing member of the Company. PHILADELPHIA NEWSPAPERS: Court Okays Probe on Taping at Debt Talks ------------------------------------------------------------------ The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania said that Eckert Seamans Cherin & Mellott L.L.C., which represents Philadelphia Newspapers LLC's unsecured creditors, should investigate an alleged unauthorized taping of a November meeting between company officials and other lenders, Harold Brubaker at The Philadelphia Inquirer reports that the Hon. Jean K. FitzSimon. According to The Philadelphia Inquirer, Philadelphia Newspapers had sought Judge FitzSimon's authorization for the hiring of law firm Elliott, Greenleaf & Siedzikowski P.C. to investigate the alleged recording. As reported by the Troubled Company Reporter on April 22, 2009, Philadelphia Newspapers CEO Brian Tierney told Judge Fitzsimon that he noticed a recording device's red light on more than two hours into a meeting in his office in November 2008, while a group of 20 people were reviewing confidential, proprietary financial information. Judge Fitzsimon denied the motion to hire a special counsel. The Philadelphia Inquirer relates that Eckert Seamans told Judge Fitzsimon that an investigation on the recording fell within its duties as counsel for the unsecured creditors, including vendors like paper suppliers and other debt holders whose claims are weaker than those of senior lenders. Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and operates numerous print and online publications in the Philadelphia market, including the Philadelphia Inquirer, the Philadelphia Daily News, several community newspapers, the region's number one local Web site -- http://philly.com/-- and a number of related online products. The Company's flagship publications are the Inquirer, the third oldest newspaper in the country and the winner of numerous Pulitzer Prizes and other journalistic recognitions, and the Daily News. Philadelphia Newspapers and its affiliates filed for Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead Case No. 09-11204). Proskauer Rose LLP is the Debtors' bankruptcy counsel while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP is the local counsel. The Debtors' financial advisor is Jefferies & Company Inc. The Debtors listed assets and debts of $100 million to $500 million. PILGRIM'S PRIDE: Court OKs Protocol for Resolving PI Claims ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved on April 9, 2009, mandatory alternative dispute resolution procedures for resolution of personal injury claims against Pilgrim's Pride Corporation, its affiliated debtors, and non-Debtor defendants. Pursuant to the Court's order, all claimants are enjoined from commencing or continuing any action or proceeding seeking to establish, liquidate, collect or otherwise enforce any personal injury claim against any of the Debtors or non-Debtor defendants other than (i) through the approved ADR procedures or (ii) pursuant to a Chapter 11 plan confirmed in the applicable Debtors' Chapter 11 case. The ADR injunction will only apply to enjoin commencement or continuation of any action against a non-Debtor defendant to the extent the automatic stay, has been, or will have been, extended to said non-Debtor defendant pursuant to a separate order of the Court. The ADR injunction will expire with respect to a personal injury claim only when the ADR procedures have been concluded and a Lift Stay order of a Lift Stay stipulation has been entered with respect to said personal injury claim. If a claimant fails to comply with the ADR procedures, negotiate in good faith or cooperate with the Debtors as may be necessary to effectuate the ADR procedures, the Court may, after notice and a hearing, grant appropriate relief, including, without limitation, awarding attorney's fees, other fees and costs to the Debtors. Pursuant to the ADR Procedures, all Confirmation of Loss Forms must be completed and delivered to the Debtors before June 1, 2009. A copy of the Court's order, the ADR procedures and the Confirmation of Loss Form are available for free at: http://bankrupt.com/misc/Pilgrim'sPride.ADRProcedures.pdf About Pilgrim's Pride Corp. Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces, distributes and markets poultry processed products through retailers, foodservice distributors and restaurants in the U.S., Mexico and in Puerto Rico. In addition, the company owns 34 processing plants in the United States and 3 processing plants in Mexico. The processing plants are supported by 42 hatcheries, 31 feed mills and 12 rendering plants in the United States and 7 hatcheries, 4 feed mills and 2 rendering plants in Mexico. Moreover, the company owns 12 prepared food production facilities in the United States. The company employs about 40,000 people and has major operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico, and Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi and Utah. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. The Debtors have also tapped Baker & McKenzie LLP as special counsel. Lazard Freres & Co., LLC, is the company's investment bankers and William K. Snyder of CRG Partners Group LLC as chief restructuring officer. The company's claims and noticing agent is Kurtzman Carson Consulting LLC. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term counterparty credit rating on Popular Inc. to 'BB+' from 'BBB-'. The outlook on the long-term rating is negative. S&P lowered its short-term rating on the company to 'B' from 'A-3'. At the same time, Standard & Poor's lowered its rating on the company's preferred shares to 'B-' from 'BB-'. S&P also lowered its ratings on the company's primary subsidiary, Banco Popular de Puerto Rico, to 'BBB-/A-3' from 'BBB/A-2'. "The rating actions result from several factors, which include significant net operating losses, a continued rapid deterioration in credit quality, and a decline in tangible capital ratios," said Standard & Poor's credit analyst Robert Hansen. "We also have factored in S&P's expectations for continued losses stemming from increasing credit losses and the need to build loan loss reserves, which should hurt capital ratios." Specifically, S&P is concerned with the reported increase in nonperforming assets and the potential for further deterioration, notably in the construction, mortgage, and commercial loan portfolios, as S&P sees continued weakness in home prices and reduced sale activity. PRATT-READ CORP: Files Chapter 11 Due to Clients' Delayed Payments ------------------------------------------------------------------ Pam Dawkins at Connpost.com reports that Pratt-Read Corp. has filed for Chapter 11 bankruptcy protection. Connpost.com quoted Pratt-Read CEO and President Harwood Comstock as saying, "For 2008, we bucked the trend of the economy. We were up a little bit." Citing Mr. Comstock, Connpost.com relates that Pratt-Read has exceeded its profit expectations for early 2009 and expects modest growth for the year, but clients are slower in paying. According to Connpost.com, Mr. Comstock said that April and May orders are slowing, as usual, and the banking environment is more restrictive. "We didn't have cash to support the business," the report quoted Mr. Comstock as saying. Mr. Comstock, says Connpost.com, is working with Webster Bank on debtor-in-possession financing. According to Connpost.com, Pratt-Read has two bankruptcy cases in Bridgeport -- one specifying American Industrial and the other naming Pratt-Read and American Industrial. The Connpost.com quoted Christopher Winans -- the attorney for machine shop Triple A Manufacturing in Bethel, which had been negotiating a payment plan with Pratt-Read -- as saying, "It was a surprise to us. They sold them (Pratt-Read) various and sundry items over the past few years," and were owed about $16,000 as of March 2009. Connpost.com relates that Mr. Comstock disputes the amount owed to Triple A, claiming that an employee gave them fraudulent product orders. Connpost.com, citing Mr. Comstock, states that Triple A wasn't involved in the fraud, but it shouldn't have fulfilled the orders. Mr. Winans, according to Connpost.com, said that he doesn't expect the bankruptcy to conclude in two to three years. Shelton-based Pratt-Read Corp. started out making beads, buttons, and billiard balls. Then it moved into making mustache combs and ivory covers for piano keys. By the turn of the 19th century, Pratt-Read was making wooden keyboards and internal piano workings. It started making screwdrivers around 1830. Today, the Company makes screwdriver handles and blades and, since the 2005 acquisition of American Industrial Manufacturers in Wisconsin, a complete range of bits. PREVENTION LABS: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Prevention Laboratories, L.L.C. PO Box 1903 Marion, IL 62959 Bankruptcy Case No.: 09-40678 Type of Business: The Debtor makes and sells hygiene products. See http://www.preventionlabs.com/ Chapter 11 Petition Date: April 21, 2009 Court: Southern District of Illinois (Benton) Judge: Kenneth J. Meyers Debtor's Counsel: Douglas A. Antonik, Esq. antoniklaw@sbcglobal.net Antonik Law Offices 3405 Broadway P.O. Box 594 Mt. Vernon, IL 62864 Tel: (618) 244-5739 Fax: (618) 244-9633 Total Assets: $38,275,349 Total Debts: $6,430,386 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service property $651,111 PO Box 21126 Philadelphia, PA 19114-0326 Media & Marketing Group, Inc services $50,000 123 NW 13th Street, Suite 223 Boca Raton, FL 33432 Illinois Dept of Employment unemployment $39,223 Security insurance Bankruptcy Section 401 S State St, 4th Floor Chicago, IL 60605 Pharmacy Healthcare services $33,104 Communication Pharmacy Times services $33,104 Smith Schafer and Associates Accounting $23,839 Ltd Services Babcook and Associates LLC Accounting $23,145 Services Carow Packaging Account Payable $22,400 Illinois Department of 2002 Taxes $21,712 Revenue James Crystal Inc. property $19,568 James Crystal Inc Judgment $19,568 McDonnell Boehnen Hulbert Legal Services $19,352 and Bergh The petition was signed by Charles W. Miller, board member. QIMONDA NA: Colliers, Emerald & Gordon to Assist in Water Fab Sale ------------------------------------------------------------------ Peter Clarke at EE Times Europe reports that Qimonda North America Corp. said that it appointed Colliers International, Emerald Technology Valuations LLC, and Gordon Brothers to assist the Company in the sale of a wafer fab at Sandston, Virginia. The advisory team is starting talks with potential buyers who may consider operating the wafer fab, EE Times states, citing Qimonda. EE Times notes that if Qimonda fails to find a buyer for the wafer fab complete, the advisory team is ready to move on to a complete production line sale. Clean room and other manufacturing facilities will be sold in separate transactions, according to EE Times. 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. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Jones Day and Ashby & Geddes represent the Committee. In its bankruptcy petition, Qimonda estimated assets and debts of more than $1 billion. QUECHAN TRIBE: Fitch Affirms 'CCC' Rating on $45 Mil. Bonds ----------------------------------------------------------- Fitch Ratings has affirmed and removed from Rating Watch Negative the ratings assigned to The Quechan Tribe of the Fort Yuma Indian Reservation: -- Issuer rating at 'CCC'; -- $45 million governmental project bonds series 2007 (tax- exempt) at 'CCC'; -- $110 million gaming enterprise revenue bonds series 2008 revised to 'B-' from 'CCC+'; The Rating Outlook is Stable. Quechan's ratings were downgraded and placed on Watch Negative on Oct. 3, 2008 due to Fitch's concern that a liquidity crisis was developing as a result of the tribe's inability to secure external financing to complete construction of the Quechan Casino Resort project. There was the potential for project construction disruption or delay, requiring Quechan to fund a portion of the remaining project cost through cash on hand at the tribal government. The need to contribute this additional equity to the project led to erosion of the Quechan tribal government balance sheet, raising concern related to an increased potential for the occurrence of bond covenant violations. Specifically, the governmental project bond indenture requires the maintenance of an unrestricted net asset balance at the tribal government equal to at least 125% of the principal amount of long-term indebtedness outstanding that does not have a security interest in the cash flows of the casino operation (only the governmental project bonds series 2007 apply to this test at this time). The removal of the ratings from Watch Negative is the result of these: Opening of QCR alleviates liquidity concerns: After additional funding, in the form of Quechan tribal government equity and a $13.5 million loan from another Native American tribe (the tribal loan), was contributed to the project fund, construction of the QCR was completed. The project opened on schedule and slightly below budget on Feb. 14, 2009. Completion of the project greatly reduces the possibility of Quechan facing a liquidity crisis, which could have led to cuts to governmental services for the tribal membership and a delay or stoppage of the QCR project construction; Potential for breach of bond covenants is reduced: The governmental project bond indenture allows the tribal government to include receivables from the casino as part of the unrestricted net asset balance, which must equal 125% of the outstanding par amount of the governmental project bonds, tested on a quarterly basis. Since the beginning of construction of the QCR, the portion of the balance that is comprised of casino receivables has risen as the tribal government has contributed equity to the project, to 58% of the unrestricted asset balance as of Dec. 31, 2008, from only 6.6% one year prior. While Quechan was narrowly in compliance with the test of as Dec. 31, 2008, Fitch notes that the quality of the unrestricted assets used to demonstrate compliance has clearly deteriorated as the amount of casino receivables has increased. However, the ability to include casino receivables in the balance, coupled with the elimination of the need to contribute any further equity to the QCR project, greatly reduces the likelihood of the Tribe tripping the 125% covenant at the March 31, 2009 test date and beyond. First quarter 2009 (Q1'09) results positive: Boosted by the Feb. 14, 2009 opening of the QCR, revenues and EBITDA for the quarter ended March 31, 2009 rose by 24.5% and 29.7%, respectively, versus the prior year period. Upon opening of the QCR, Quechan's former California casino property was closed, while the Arizona casino property remains in operation. During February and March, the casinos produced a significant amount of free cash flow after debt service carrying charges, which will provide relief to the tribal government balance sheet. Fitch notes that despite these positive developments, significant credit concern remains, supporting a 'CCC' issuer rating. Most importantly, risk remains during the operational ramp up period of the QCR property. Performance of the Yuma, AZ regional gaming market was weak in 2008; Quechan's two casino properties posted full year revenue and EBITDA declines of 7.4% and 17.5%. Regional economic conditions are strained, and Fitch believes this will negatively impact consumer discretionary spending in this gaming market throughout the rest of 2009 and likely into 2010. Furthermore, in a market that exhibits a great degree of operational seasonality, initial results at QCR benefited from opening during the high season. In addition to recent poor market performance, Fitch notes that there is risk associated with the opening of a new casino facility that is a much more elaborate and sophisticated operation than the tribe's previously existing casinos. It will be a significant challenge for the several new members that have recently joined the gaming operation's senior management team to successfully manage the operational ramp up of a new property in a regional gaming market that has been exhibiting poor operating trends. There is the potential for positive rating action if the QCR property is able to sustain its initial operating trend during the upcoming summer months, which is typically the slow season in the Yuma, AZ gaming market. Specifically, positive rating action will depend upon the casino operation generating free cash flow after debt service that can be transferred to the tribal government to improve its liquidity position, restoring cash and reducing the casino receivables balance. While Quechan potentially could restore liquidity by issuing additional debt to reimburse the tribal government's equity contribution, further leveraging the casino cash flows would likely have a negative impact on the credit profile. The operating margin for the quarter ended March 31, 2009 improved to 60.3% from 57.9%. Fitch does expect however, that margins may be pressured over the upcoming year due to the higher expense base at the QCR property relative to former California casino. Quechan is required to make monthly sinking fund payments of principal and interest on the bonds and the tribal loan. Debt service charges are level through 2012. The first significant debt maturity occurs in 2013, when the casino is required to re-pay the Quechan government $30 million of contributed equity that was structured as a loan to the casino operation. This piece of debt is subordinate in right of payment to the bonds and the $13.5 million tribal loan. Fitch expects that the Quechan government will extend the maturity if the casino cannot refinance or cash fund the principal payment. Based on March 31, 2009 latest 12 months EBITDA, debt service coverage as calculated per the gaming enterprise bond indenture was 2.09 times (x). Remedies for bondholders include a springing debt service reserve fund and a trustee controlled flow of funds whenever the debt service coverage falls below 1.75x. An event of default occurs at 1.25x. The debt service coverage ratio is tested on a rolling four quarter basis. The rating revision on the gaming enterprise bonds to 'B-' from 'CCC+' reflects adjustment to Fitch's rating definitions, which eliminated '+'/'-' modifiers in the 'CCC' category (see Fitch Report 'Revisions to Ratings Definition' dated March 3, 2009 available at www.fitchratings.com). The gaming enterprise bonds are rated one notch above the issuer rating due to security provisions included in the bond indenture, in accordance with Fitch's published criteria for Native American gaming issuers. The governmental project bonds are rated on par with the issuer rating, because they are unsecured relative to the gaming bonds. The gaming enterprise bondholders have a security interest in the casino cash flows, while the governmental project bonds are non- recourse to the casino assets, including the cash flows. RAPHAEL DAVY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: RAD Realty Corporation P.O. Box 4948 Silver Spring, MD 20914-4948 Bankruptcy Case No.: 09-16800 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Paul Mannes Debtor's Counsel: J.Michael Broumas, Esq. Broumas Law Group LLC 8370 Court Avenue, Suite 203 Ellicott City, MD 21043 Tel: 410-523-8100 Fax : 443-836-9163 Email: michael@broumas.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb09-16800.pdf The petition was signed by Raphael Davy, president of the Company. RAVELLO LANDING: U.S. Trustee Sets Meeting of Creditors for May 21 ------------------------------------------------------------------ The U.S. Trustee for Region 17 will convene a meeting of creditors in Ravello Landing, LLC's Chapter 11 case on May 21, 2009, at 4:00 p.m., at 300 Las Vegas Blvd., South, Room 1500, Las Vegas, Nevada. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Henderson, Nevada, Ravello Landing, LLC -- http://ravellolanding.com/-- owns a single asset real estate. The Debtor filed for Chapter 11 protection on April 14, 2009 (Bankr. D. Nev. Case No. 09-15672). Brigid M. Higgins, Esq., at Gordon & Silver, Ltd. represents the Debtor in its restructuring efforts. The Debtor listed total assets of $30,162,526 and total debts of $16,154,355. REVLON INC: MacAndrews Proposal Won't Affect S&P's 'B-' Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that Revlon Inc., the parent company of Revlon Consumer Products Corp. (B-/Stable/--) received a proposal from MacAndrews & Forbes Holdings Inc. to convert Revlon Inc.'s Class A common stock, currently not held by M&F, to voting preferred stock. The proposal, which was sent to the independent members of Revlon Inc.'s Board of Directors, will not immediately affect the RCPC ratings or outlook. M&F effectively controls about 75% of Revlon Inc.'s voting rights. The preferred stock would pay an annual dividend of 12.5% and would be redeemed four years from the date of issuance at the liquidation preference, which is about $75 million. Along with this transaction, M&F proposed to contribute $75 million of its $107 million subordinated loan to Revlon Inc. (payable by RCPC), extend the loan maturity to 2013, and increase the interest rate on this loan to 12.5%. As a result of the M&F loan maturity extension, RCPC would not have any scheduled debt maturities until 2011. S&P expects that if Revlon Inc.'s board accepts the M&F proposal, there would be no significant effect on the company's cash flow or credit metrics. RICE FINANCIAL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Rice Financial Corporation 2803 East South Blvd. Montgomery, AL 36116 Bankruptcy Case No.: 09-31002 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Rice Acceptance Company, Inc. 09-31003 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court Middle District of Alabama (Montgomery) Debtor's Counsel: Britt-AM Griggs, Esq. Parnell and Crum, P.A. P.O. Box 2180 Montgomery, AL 36102-2189 Tel: (334) 832-4200 Email: bkrp@parnellcrum.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by David R. Deloney, president of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/almb09-31002.pdf SAAB ONE: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Saab One, Inc. 3000 N.W. 59th St. Fort Lauderdale, FL 33309 Bankruptcy Case No.: 09-16705 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court Southern District of Florida Judge: Raymond B. Ray Debtor's Counsel: David Marshall Brown, Esq. 33 NE 2 St # 208 Ft. Lauderdale, FL 33301 Tel: (954) 765-3166 Email: dmbrownpa@bellsouth.net Total Assets: $600,000 Total Debts: $1,226,893 The Debtor does not have creditors who are not insiders. The petition was signed by Michael O'Brien, president. SAFENET INC: Moody's Assigns 'B2' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to SafeNet, Inc. and also assigned ratings to the credit facilities. The first lien credit facilities were assigned a B1 rating and the second lien term loan was assigned a Caa1 rating. The ratings outlook is stable. The B2 corporate family rating reflects SafeNet's high financial leverage relative to its small business scale (total revenue of $329 million, with debt/adjusted EBITDA of 5.8 times), as well as its significant customer concentration and its modest but significant acquisition appetite. SafeNet's good market position in niche product segments supports the rating, as do, the relatively high barriers to entry in the classified government business due to Type 1 certification requirement. Further, SafeNet has an established long-term relationship with government agencies as a trusted provider of security products, which has enabled it to secure a $400 million IDIQ contract from the Department of Defense. SafeNet also has a diversified product portfolio that spans several industries and end markets. The rating is constrained by its relatively small revenue size and by the high levels of required R&D investments in order to maintain its competitive advantage in this evolving security software market. The stable rating outlook reflects Moody's expectation that SafeNet will continue to demonstrate modest organic revenue, as well as profitability and cash flow growth, while maintaining its good liquidity and market position. Moody's believes that the company may further continue its growth through small "tuck-in" acquisitions. The outlook is sensitive to the outcome of the DOJ / SEC investigations. These ratings were assigned: -- Corporate family rating: B2 -- Probability of default rating: B2 -- $25 million 6-year First lien Revolving Credit Facility due 2013: B1, LGD3, 32% -- $250 million 7-year First Lien Senior Secured Term Loan due 2014: B1, LGD3, 32% -- $125 million 8-year Second Lien Senior Secured Term Loan due 2015: Caa1, LGD5, 84% SafeNet's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as: (i) the business risk and competitive position of the company versus others within the industry; (ii) the capital structure and financial risk of the company; (iii) the projected performance of the company over the near-to-intermediate term; and (iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of SafeNet's core industry and SafeNet's ratings are believed to be comparable to those of other issuers of similar credit risk. With revenues of $329 million for fiscal year ended December 31, 2008, SafeNet Inc, which is headquartered in Belcamp, Maryland, is a provider of network security solutions to government, financial institutions, and global enterprises. SHARPER IMAGE: Cancels Credit Card Agreement with American Express ------------------------------------------------------------------ The Sharper Image Corp. and American Express Travel Related Services Company, Inc., entered into a Merchant Services Agreement, pursuant to which the Debtor accepted credit cards for the purchase of goods and services by its customers. Following each card sale, the Debtor forwarded the transaction data documenting the card sale to American Express. After American Express received the transaction data corresponding to the card sale, and within the period provided in the Agreement, it remitted to the Debtor the amount of the purchase less any discount or transaction fees, chargebacks, returns, processing fees, submission error fees, adjustments, and other withholdings. American Express currently holds $75,000 in reserve that has accrued following the Petition Date. Although the Debtor no longer accepts the Card as a result of having terminated its business, American Express continues to bear the risk of nonpayment for items purchased with the Card prior to the Debtor having ceased operations. Also, prior to the Petition Date, American Express incurred $15,529 in chargebacks, and $31,000 in cost, which consist of $9,470 for legal expenses and 21,000 for internal resources. The Debtor and American Express, to avoid lengthy and expensive litigation, entered into a settlement resolving their disputes. Accordingly, pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Debtor asks the Court to approve its settlement agreement with American Express. The settlement provides, among other things, that: (a) the Debtor will reject the Merchant Service Agreement; (b) to the extent American Express has a claim for damages arising from the rejection, any allowed rejection damages will be an unsecured, non-priority claim; (c) American Express will have an allowed administrative claim of $25,000. In full and final satisfaction of Administrative Claim, American Express is authorized to offset the Administrative Claim against the Reserve; and (d) within 10 days after the entry of the final order approving the Stipulation, American Express will remit, by check or wire transfer, $50,000 to the Debtor. The Sharper Image Headquartered in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- was a multi-channel specialty retailer. It operated in three principal selling channels: the Sharper Image specialty stores throughout the U.S., the Sharper Image catalog and the Internet. The Company has operations in Australia, Brazil and Mexico. In addition, through its Brand Licensing Division, it was also licensing the Sharper Image brand to select third parties to allow them to sell Sharper Image branded products in other channels of distribution. The Company filed for Chapter 11 protection on February 19, 2008 (Bankr. D.D., Case No. 08-10322). Judge Kevin Gross presides over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve as the Debtor's lead counsel. Steven K. Kortanek, Esq., and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C., serve as the Debtor's local Delaware counsel. An Official Committee of Unsecured Creditors has been appointed in the case. Cooley Godward Kronish LLP is the Committee's lead bankruptcy counsel. Whiteford Taylor Preston LLC is the Committee's Delaware counsel. When the Debtor filed for bankruptcy, it listed total assets of $251,500,000 and total debts of $199,000,000. As of June 30, 2008, the Debtor listed $52,962,174 in total assets and $39,302,455 in total debts. The Court extended the exclusive period during which the Debtor may file a Plan through and including September 16, 2008. Sharper Image sought and obtained the Court's approval to change its name to "TSIC, Inc." in relation to an Asset Purchase Agreement by the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital, LLC. (Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) SHARPER IMAGE: Cooley Godward Seeks $51,000 for 4 Months' Work -------------------------------------------------------------- Pursuant to Sections 330 and 331 of the Bankruptcy Code, two bankruptcy professionals hired in the bankruptcy cases of The Sharper Image Corp. filed interim applications for compensation and reimbursement of expenses for the period from November 1, 2008, through February 28, 2009: Professional Fees Expenses ------------ ----- -------- Cooley Godward Kronish LLP $51,970 $423 Loughlin Meghji+company 19,320 - Cooley Godward is the lead counsel to the Official Committee of Unsecured Creditors. Loughlin is the financial advisor to the Committee. The Sharper Image Headquartered in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- was a multi-channel specialty retailer. It operated in three principal selling channels: the Sharper Image specialty stores throughout the U.S., the Sharper Image catalog and the Internet. The Company has operations in Australia, Brazil and Mexico. In addition, through its Brand Licensing Division, it was also licensing the Sharper Image brand to select third parties to allow them to sell Sharper Image branded products in other channels of distribution. The Company filed for Chapter 11 protection on February 19, 2008 (Bankr. D.D., Case No. 08-10322). Judge Kevin Gross presides over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve as the Debtor's lead counsel. Steven K. Kortanek, Esq., and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C., serve as the Debtor's local Delaware counsel. An Official Committee of Unsecured Creditors has been appointed in the case. Cooley Godward Kronish LLP is the Committee's lead bankruptcy counsel. Whiteford Taylor Preston LLC is the Committee's Delaware counsel. When the Debtor filed for bankruptcy, it listed total assets of $251,500,000 and total debts of $199,000,000. As of June 30, 2008, the Debtor listed $52,962,174 in total assets and $39,302,455 in total debts. The Court extended the exclusive period during which the Debtor may file a Plan through and including September 16, 2008. Sharper Image sought and obtained the Court's approval to change its name to "TSIC, Inc." in relation to an Asset Purchase Agreement by the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital, LLC. (Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) SHARPER IMAGE: Court Approves Settlement of Motorola Lawsuit ------------------------------------------------------------ Judge Kevin Gross of the United States Bankruptcy Court for the District of Delaware approved a settlement agreement between The Sharper Image Corp. and Motorola, Inc. The Debtor has identified certain transfers to Motorola, its former supplier of electronic goods, on account of antecedent debt within 90 days of the Petition Date aggregating $408,029. The Debtor has asserted that those transfers constitute voidable preferences pursuant to Section 547 of the Bankruptcy Code and has made a written demand to Motorola for recovery of the Disputed Transfers. Motorola has rejected the demand and argued that the Disputed Transfers are not avoidable pursuant to Section 547(c). After substantial negotiations between the Debtor and Motorola as to the dispute and the pertinent facts, in the interests of expeditious resolution, and to eliminate the uncertainty and costs of prolonged discovery and litigation, the parties have agreed that it is in their mutual best interests that their dispute be resolved consensually. Accordingly, the parties entered into a settlement resolving their disputes. The settlement agreement provides that Motorola will pay to the Debtor $185,000 in full and final settlement of the dispute upon entry of a final and non-appealable order approving the Settlement Agreement. The Settlement Agreement further provides for a mutual release of all claims related to the Disputed Transfers, with the exception of Motorola's right to file a general unsecured claim in the Settlement Amount pursuant to Section 502(h). Although neither party admits the facts relied upon by the other nor concedes to the legal positions asserted by each, the parties seek to settle their dispute due to the vagaries of litigation and the costs and expenses that would be incurred by the initiation of litigation to the detriment of both Parties. The Sharper Image Headquartered in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- was a multi-channel specialty retailer. It operated in three principal selling channels: the Sharper Image specialty stores throughout the U.S., the Sharper Image catalog and the Internet. The Company has operations in Australia, Brazil and Mexico. In addition, through its Brand Licensing Division, it was also licensing the Sharper Image brand to select third parties to allow them to sell Sharper Image branded products in other channels of distribution. The Company filed for Chapter 11 protection on February 19, 2008 (Bankr. D.D., Case No. 08-10322). Judge Kevin Gross presides over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve as the Debtor's lead counsel. Steven K. Kortanek, Esq., and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C., serve as the Debtor's local Delaware counsel. An Official Committee of Unsecured Creditors has been appointed in the case. Cooley Godward Kronish LLP is the Committee's lead bankruptcy counsel. Whiteford Taylor Preston LLC is the Committee's Delaware counsel. When the Debtor filed for bankruptcy, it listed total assets of $251,500,000 and total debts of $199,000,000. As of June 30, 2008, the Debtor listed $52,962,174 in total assets and $39,302,455 in total debts. The Court extended the exclusive period during which the Debtor may file a Plan through and including September 16, 2008. Sharper Image sought and obtained the Court's approval to change its name to "TSIC, Inc." in relation to an Asset Purchase Agreement by the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital, LLC. (Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) SHARPER IMAGE: Settles $122,495 Polaris Claim for Deliveries ------------------------------------------------------------ In the ordinary course of business, Polaris Media Research, Inc., and The Sharper Image Corporation were parties to an Amended and Restated License Agreement, dated October 23, 2007. Pursuant to the Contract, Polaris was licensed to use "The Sharper Image" name and logo as licensed trademarks on Bluetooth and non- Bluetooth enabled, stand-alone and handheld GPS navigation devices in the United States, Canada, and U.S. territories and possessions. As contemplated by the Contract, certain of Polaris' products were sold by the Debtor in its stores and other retail channels. Prior to the Petition Date, Polaris received two purchase orders for GPS navigation units from the Debtor. Because of the Debtor's Chapter 11 filing, Polaris held shipment on the purchase orders. However, after receiving confirmation from the Debtor's sales representative that the company remained interested in selling the ordered product, on March 10, 2008, Polaris shipped 500 GPS navigation units to one of the Debtor's inventory warehouses. The total amount of the invoice was for $122,495. Pursuant to an order by the U.S. Bankruptcy Court for the District of Delaware approving the sale of substantially all of the Debtors' assets, the Polaris Contract was rejected effective June 10, 2008. On July 21, 2008, Polaris filed a proof of claim asserting $450,000 in damages from the rejection of the Contract. On October 9, 2008, in light of the administrative bar date set by the Debtor, Polaris also filed an administrative expense claim for the cost of the postpetition delivery of goods in an amount of $122,495. To eliminate litigation costs, pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Debtor and Polaris entered into a settlement of the Administrative Claim. The Debtor and Polaris ask the Court to their settlement. John H. Strock, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware, tells the Court that because Polaris concluded that immediate payment of its Administrative Claim was preferable to waiting to recover on the full amount of its Claim upon conclusion of the Debtor's wind-down efforts, Polaris has agreed to accept immediate payment of only $24,499, representing 20% of $122,495 originally sought. According to Mr. Strock, the Debtor and Polaris each agree to expressly knowledgeably waive and mutually release and forever discharge one another of any and all liabilities, obligations, claims relating in any way whatsoever to the Chapter 11 case. The Sharper Image Headquartered in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- was a multi-channel specialty retailer. It operated in three principal selling channels: the Sharper Image specialty stores throughout the U.S., the Sharper Image catalog and the Internet. The Company has operations in Australia, Brazil and Mexico. In addition, through its Brand Licensing Division, it was also licensing the Sharper Image brand to select third parties to allow them to sell Sharper Image branded products in other channels of distribution. The Company filed for Chapter 11 protection on February 19, 2008 (Bankr. D.D., Case No. 08-10322). Judge Kevin Gross presides over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve as the Debtor's lead counsel. Steven K. Kortanek, Esq., and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C., serve as the Debtor's local Delaware counsel. An Official Committee of Unsecured Creditors has been appointed in the case. Cooley Godward Kronish LLP is the Committee's lead bankruptcy counsel. Whiteford Taylor Preston LLC is the Committee's Delaware counsel. When the Debtor filed for bankruptcy, it listed total assets of $251,500,000 and total debts of $199,000,000. As of June 30, 2008, the Debtor listed $52,962,174 in total assets and $39,302,455 in total debts. The Court extended the exclusive period during which the Debtor may file a Plan through and including September 16, 2008. Sharper Image sought and obtained the Court's approval to change its name to "TSIC, Inc." in relation to an Asset Purchase Agreement by the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital, LLC. (Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) SIDNEY KIMMEL: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sidney Kimmel Cancer Center 10905 Road to the Cure San Diego, CA 92121 Bankruptcy Case No.: 09-05065 Type of Business: The Debtor is a research institute. Chapter 11 Petition Date: April 17, 2009 Court: Southern District of California (San Diego) Judge: Laura S. Taylor Debtor's Counsel: Victor A. Vilaplana, Esq. vavilaplana@foley.com Foley & Lardner 402 West Broadway, Suite 2100 San Diego, CA 92101 Tel: (619) 234-6655 Fax: (619) 234-3510 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 ------ --------------- ------------ Jan Schnitzer agreement $1,219,000 1475 Trabert Ranch Road Encinitas, CA 92024 Tel: (858) 450-5990 Bob Margolis & Rati Fotedar agreement $835,823 5320 Caminito Exquisito San Diego, CA 92130 Tel: (858) 450-5990 Michael McClelland agreement $766,000 Altman Investment Co. LP lease $397,895 University of California research grant $211,774 The Scripps Research subcontract $13,482 Institute SAFC Pharma agreement $13,356 Burnham Institute for Medical subcontract $13,218 Research Sungard Bitech contract $9,414 Invitrogen trade debt $8,508 The petition was signed by Jan D'Alvise, interim chief executive officer. SILVER CREEK TOOL: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Silver Creek Tool Services, L.L.C. 16668 Barber Rd Fall River, KS 67047 Bankruptcy Case No.: 09-11141 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Silver Creek Liquid Feed, L.L.C. 09-11142 Chapter 11 Petition Date: April 21, 2009 Court: United States Bankruptcy Court District of Kansas (Wichita) Debtor's Counsel: Edward J Nazar, Esq. 245 North Waco Ste 402 Wichita, KS 67202 (316) 262-8361 Fax: (316) 263-0610 Email: ebn1@redmondnazar.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $500,001 to $1,000,000 A full-text copy of the Debtor's petition, including its list of 17 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ksb09-11141.pdf The petition was signed by Andrew W. Miller, managing member of the Company. SIX FLAGS: Moody's Says Offer on $868MM Bonds is Distressed Offer ----------------------------------------------------------------- Moody's Investors Service said that Six Flags, Inc.'s proposed exchange offer to convert its approximate $868 million of bonds and approximate $318.8 million of Preferred Income Equity Redeemable Shares into common stock, if completed, will constitute a distressed exchange, which is an event of default under Moody's definition of default. The last rating action was on March 13, 2009 when Moody's downgraded Six Flags' Corporate Family Rating and Probability of Default Ratings to Ca from Caa2 as well as its various debt instrument ratings. Six Flags' ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (iii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Six Flags' core industry and believes Six Flags' ratings are comparable to those of other issuers with similar credit risk. Six Flags, Inc., headquartered in New York City, is a regional theme park company that operates 20 parks spread across North America. SMART OFFICE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Smart Office Systems Ltd. 2101 West Willow Street Lansing, MI 489 Bankruptcy Case No.: 09-04503 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Debtor's Counsel: Kevin B. Schumacher, Esq. Glassen Rhead McLean Campbell & Schumacher 533 South Grand Avenue Lansing, MI 48933 Tel: (517) 482-3800 Email: schumacher@glassenrhead.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/miwb09-04503.pdf The petition was signed by Todd Thoman, Vice President of the company. SPUR ENTERPRISES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Spur Enterprises, Inc. 2773 Sydney Street Pittsburgh, PA 15203 Bankruptcy Case No.: 09-22688 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Louis P. Vitti, Esq. 916 Fifth Avenue Pittsburgh, PA 15219 Tel: (412) 281-1725 Fax: (412) 281-3810 Email: jennifer@vittilaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Roy D. Davis, president of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb09-22688.pdf SPECTRUM BRANDS: Sets June 15 Confirmation Fight with Lenders ------------------------------------------------------------- Spectrum Brands Inc. has received from the U.S. Bankruptcy Court for the Western District of Texas (San Antonio) approval of the disclosure statement explaining the terms of its proposed Chapter 11 plan. The Court will begin confirmation hearings on June 15. According to Bloomberg's Bill Rochelle, the plan process has been slower than what was hoped for by Spectrum Brands. He says that secured creditors owed $1.35 billion are opposing the reorganization. They contend they are adversely affected even though the plan says defaults will be cured and the debt reinstated. The Company and the lenders are currently embroiled in disputes over document production that threaten to delay the confirmation process. Before filing for bankruptcy, Spectrum Brands and its U.S. subsidiaries reached agreements with noteholders representing, in the aggregate, roughly 70% of the face value of its outstanding bonds to pursue a refinancing that, if approved and implemented as proposed, would enable the Company to reduce the amount of debt on its balance sheet by approximately $840 million -- or approximately one-third -- eliminate a substantial amount in annual cash interest payments and free up additional cash that could be reinvested in its business to support meaningful revenue and profit growth. Mr. Rochelle notes that Spectrum has a June 30 deadline for winning approval of the plan. Otherwise, the noteholders are no longer obliged to support confirmation. About Spectrum Brands Based in Cibolo, Texas, Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- supplies consumer batteries, lawn and garden care products, specialty pet supplies, shaving and grooming products, household insect control products, personal care products, and portable lighting. Spectrum Brands' business is operated in three reportable segments: (a) Global Batteries and Personal Car; (b) Global Pet Supplies; and (c) Home and Garden. Spectrum Brands has roughly 5,960 employees worldwide, with about 2,700 of those employees working within the United States. In addition, Spectrum Brands holds a 50% interest in a domestic entity; minority interests (less than 25% each) in a domestic entity and a foreign entity; a limited partnership interest in a foreign entity; and a 100% interest in a foreign trust. Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No. 09-50455). The Hon. Ronald B. King presides over the cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman, Esq., in San Antonio, serve as the Debtors' counsel. Sutherland Asbill & Brennan LLP acts as special counsel; Perella Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as tax consultant; and Logan & Company Inc. as claims and noticing agent. As of September 30, 2008, Spectrum Brands had $2,247,479,000 in total assets and $3,274,717,000 in total liabilities. An official committee of equity security holders -- composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and the Peter and Karen Locke Living Trust -- was appointed by the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009. The Equity Committee has tapped Alston & Bird LLP as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes Spectrum Brands Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Spectrum Brands Inc. and its various subsidiaries. (http://bankrupt.com/newsstand/or 215/945-7000) STAR TRIBUNE: Unsecured Creditors Have Plan Agreement ----------------------------------------------------- Bloomberg's Bill Rochelle reported that Minneapolis Star Tribune disclosed in a bankruptcy court filing this week that the unsecured creditors' committee reached an agreement with secured lenders on the recovery for unsecured creditors under a Chapter 11 plan. Star Tribune talked about the deal in its request for an August 13 extension of its exclusive period to file a plan. The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on the extension request on May 6. Headquartered in Minneapolis, Minnesota, The Star Tribune Company -- http://www.startribune.com-- operate the largest newspaper in the U.S. state of Minnesota and published seven days each week in an edition for the Minneapolis-Saint Paul metropolitan area. The company and its affiliate, Star Tribune Holdings Corporation, filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-10245). Marshall Scott Huebner, Esq., James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Blackstone Advisory Services L.P. is the Debtors' financial advisor. Diana G. Adams, the U.S. Trustee for Region 2, selected seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. Scott Cargill, Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC, represents the Committee as counsel. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million and $500 million each. STERLING METALS: Wants to Borrow $1 Million from Minco Silver ------------------------------------------------------------- Sterling Mining Company asks the U.S. Bankruptcy Court for the District of Idaho for authority to obtain post-petition borrowing of up to million from Minco Silver Corp., to be secured by all assets of the Debtor, in accordance with a budget. Loan proceeds will be used to pay administrative expenses and preserve the value of the Leasehold and other estate property for creditors of the estate. Sterling Mining informs the Court that Minco is a secured creditor with a scheduled fifth position blanket security interest on all assets of the Debtor securing an amount scheduled at $5,211,834. The agreement with Minco provides that funding will terminate unless final and binding orders of the Court are entered no later than June 30, 2009, authorizing the Debtor to assume and cure the Sunshine lease and ordering turnover to Sterling Mining of the Sunshine Mine from Sunshine Precious Metals. Sunshine Precious Metals, through its agent SNS Silver Corp., has been in possession of the leasehold since February 24, 2009. Sterling Mining tells the Court that since February of 2009, Minco has voluntarily escrowed $10,000 per month with Allegro Services, Inc., Spokane, Washington, by agreement with the State Court Receiver of the Debtor, for purposes of funding the Sunshine Lease payments. In addition, since February of 2009, Minco has paid monthly payments in the amount of $15,719 to Westchester Surplus Lines, to fund premium payments in order to maintain Debtor's all risk mining insurance policy. Said payments, the Debtor relates, have been made by Minco, without an agreement with the Debtor, and have not received Court approval. In addition to the amounts claimed due by Minco of approximately $5 million based on the July 21, 2008 credit facility, Debtor says that Minco may claim an unsecured claim for a breakup fee in the amount of $2.7 million. About Sterling Mining Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral resource development and exploration company. The company has a long term lease on the Sunshine Mine in North Idaho's Coeur d'Alene Mining District. The Sunshine Mine is comprised of 5,930 patented and unpatented acres, and historically produced over 360 million ounces of silver from 1884 until its closure in early 2001. Sterling Mining leased the Sunshine Mine in June 2003, along with a mill, extensive mining infrastructure and equipment, a large land package, and a database encompassing a long history of exploration, development and production. As of September 30, 2008, Sterling Mining had $31.9 million in total assets, and $13.2 million in total current liabilities and $1.6 million in total long-term liabilities. In its schedules, the Debtor listed total assets of $11,706,761 and total debts of $14,159,010. Sterling Mining filed for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered represents the Debtor as counsel. STERLING MINING: Mine Owner Asks Court to Appoint Ch. 11 Trustee ---------------------------------------------------------------- Sunshine Precious Metals, Inc., the owner of the Sunshine Mine located near Kellogg, Idaho, asks the U.S. Bankruptcy Court for the District of Idaho to appoint a Chapter 11 trustee in Sterling Mining Company's bankruptcy case. SPMI tells the Court that the Debtor's current management has mismanaged the business of Sterling Mining and that Minco Silver Corp. has alleged fraud and misrepresentation, fraudulent transfers to hinder creditors, insider transactions, and general mismanagement leading up to the filing. SPMI relates that Minco, who advanced a $5 million to the Debtor in 2008, has a disputed security interest in the Sunshine Mining Lease. In a press release dated March 3, 2009, Minco clarified that the status of the Sunshine Mining Lease is still a matter to be decided by the Courts as set out in a law suit filed in the Shoshone County District Court between Sterling Mining and SPMI (the "Sunshine Action"). To protect its secured interest and property rights in the Sunshine Mining Lease, Minco has filed a motion to join the Sunshine Action. As reported by the Troubled Company Reporter on February 6, 2009, Sterling Mining clarified news articles indicating that the company had "lost" the lease on the Sunshine Mine located near Kellogg, Idaho, and that SPMI intended to repossess the property. Sterling Mining said that SPMI has in the past and continues to claim that material defaults have occurred in several provisions of the mining lease. These allegations, Sterling Mining said, have been responded to in a timely manner and the company does not believe that any of the defaults are material or non-curable, although these issues will ultimately likely be determined through the judicial process. About Sterling Mining Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral resource development and exploration company. The company has a long term lease on the Sunshine Mine in North Idaho's Coeur d'Alene Mining District. The Sunshine Mine is comprised of 5,930 patented and unpatented acres, and historically produced over 360 million ounces of silver from 1884 until its closure in early 2001. Sterling Mining leased the Sunshine Mine in June 2003, along with a mill, extensive mining infrastructure and equipment, a large land package, and a database encompassing a long history of exploration, development and production. As of September 30, 2008, Sterling Mining had $31.9 million in total assets, and $13.2 million in total current liabilities and $1.6 million in total long-term liabilities. In its schedules, the Debtor listed total assets of $11,706,761 and total debts of $14,159,010. Sterling Mining filed for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered represents the Debtor as counsel. STIEFEL LABORATORIES: Moody's Reviews 'B1' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service placed the ratings of Stiefel Laboratories, Inc. under review for possible upgrade, including the B1 Corporate Family Rating. This rating action follows the recent announcement by GlaxoSmithKline plc that it intends to acquire Stiefel for approximately $2.9 billion plus the assumption of $0.4 billion of net debt. The acquisition is subject to regulatory approvals and is expected to close in the third quarter of 2009. The rating review will focus on whether Stiefel's debt remains outstanding following the acquisition, and GSK's treatment of this debt, including an evaluation of any support mechanisms provided. GSK is currently rated A1 with a negative rating outlook. If Stiefel's debt is repaid, Moody's anticipates withdrawing Stiefel's ratings. Should the acquisition not close, Moody's ratings on Stiefel will continue to reflect the company's stand-alone credit quality. Prior to the rating action, Moody's maintained a negative outlook on Stiefel's ratings based on CFO/Debt and FCF/Debt ratios that are weak for the B1 Corporate Family Rating. Stiefel remains in compliance with key covenants under its credit agreements, but covenants step down during 2009 and will erode the cushion. Ratings placed under review for possible upgrade: -- B1 Corporate Family Rating -- B1 Probability of Default Rating -- B1 (LGD3, 47%) first lien senior secured term loan and -- B1 (LGD3, 47%) revolving credit facility Moody's last rating action on Stiefel took place on September 17, 2007 when Moody's revised Stiefel's rating outlook to negative from stable. Headquartered in Coral Gables, Florida, Stiefel Laboratories, Inc. is the largest privately held pharmaceutical company specializing in dermatological products. The company develops, manufactures and markets a variety of prescription and non-prescription dermatological products, including Duac, Soriataine and Physiogel. STONERIVER PARTNERS: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: StoneRiver Partners, LP dba Johnny Carino's Country Italian aka Carino's Italian Grill PO Box 52230 Irvine, CA 92619-2230 Bankruptcy Case No.: 09-13275 Chapter 11 Petition Date: April 12, 2009 Court: U.S. Bankruptcy Court Central District of California Judge: Theodor Albert Debtor's Counsel: Garrick A Hollander, Esq. Winthrop Couchot 660 Newport Center Dr Ste 400 Newport Beach, CA 92660 Tel: 949-720-4150 Fax: 949-720-4111 Email: sconnor@winthropcouchot.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 19 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb09-13275.pdf The petition was signed by John D. Gantes, president of StoneRiver Inc., the company's general partner. SUN MICROSYSTEMS: MySQL Clients Worried About Oracle's Acquisition ------------------------------------------------------------------ Ben Worthen at the Wall Street Journal reports that some people who rely on MySQL and other "open source" products worry about how Oracle Corp. will handle the programs it acquires along with Sun Microsystems Inc. As reported by the Troubled Company Reporter on April 22, 2009, Sun Microsystems and Oracle entered into a definitive agreement under which Oracle will acquire Sun Microsystems common stock for $9.50 per share in cash. The transaction is valued at approximately $7.4 billion, or $5.6 billion net of Sun Microsystem's cash and debt. Kim Polese, who worked on Java at Sun Microsystems in the 1990s and is now CEO of a Silicon Valley start-up called SpikeSource Inc., said that there are "a lot of unanswered questions" about how Oracle plans to use the Company's programs, WSJ states. According to WSJ, analysts don't believe that Oracle will stop offering MySQL -- a fast-growing database mostly used to run Web sites and is one of several free or low-cost software programs promoted by Sun Microsystems as alternatives to products from giants like Oracle and Microsoft Corp. -- or Sun Microsystems' other open source products. WSJ notes that in the past, Oracle has continued to support open-source software that it has acquired, including several products that compete with its core database business. WSJ relates that former MySQL CEO Marten Mickos said that he believes that Oracle will use the software to drive into new markets. About Sun Microsystems Headquartered in Santa Clara, California, Sun Microsystems Inc. (NASDAQ: JAVA) -- http://sun.com/-- provides network computing infrastructure product and service solutions worldwide. Sun Microsystems conducts business in 100 countries around the globe, including Brazil, Argentina, India, Hungary, United Kingdom, among others. * * * As reported by the Troubled Company Reporter on April 22, 2009, Moody's placed the Ba1 corporate family and probability of default ratings of Sun Microsystems, Inc., on review for possible upgrade following the company's announcement that it has entered into a definitive agreement to be purchased by Oracle for $9.50 per share or approximately $7.4 billion in cash ($5.6 billion net of the company's cash and debt). The transaction, which has been approved by Sun's board of directors, is expected to close this summer, subject to shareholder and regulatory approval as well as standard closing conditions. According to the TCR on April 22, 2009, Standard & Poor's Ratings Services said that it revised its CreditWatch listing, including that for its 'BB+' corporate credit rating, on Santa Clara, California-based Sun Microsystems Inc. to CreditWatch with positive implications from CreditWatch with developing implications. SUN-TIMES MEDIA: Lays Off 140 Workers to Cut Costs -------------------------------------------------- The Associated Press reports that a Sun-Times Media Group Inc. spokesperson said that the Company laid off 140 employees in its publications and business units last week to cut costs during its bankruptcy reorganization. A Sun-Times spokesperson said that the laid off workers comprise 10% of the Company's nonunion staff, according to The AP. The spokesperson said that Sun-Times wants to reduce compensation costs by 15%, The AP relates. Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/-- (Pink Sheets:SUTM) owns media properties including the Chicago Sun-Times and Suntimes.com as well as newspapers and Web sites serving more than 200 communities across Chicago. The Company and its affiliates conduct business as a single operating segment which is concentrated in the publishing, printing, and distribution of newspapers in greater Chicago, Illinois, metropolitan area and the operation of various related Web sites. The Company also has affiliates in Canada, the United Kingdom, and Burma. Sun-Times Media's balance sheet at Sept. 30, 2008, showed total assets of $479.9 million, total liabilities of $801.7 million, resulting in a stockholders' deficit of roughly $321.8 million. The Company and its affiliates filed for Chapter 11 bankruptcy protection on March 31, 2009 (Bankr. D. Delaware Case No. 09- 11092). James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP assist the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC is the Debtors' claims agent. As of November 7, 2008, the Debtors listed $479,000,000 in assets and $801,000,000 in debts. T & M SALVAGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: T & M Salvage, Inc. PO Box 100 Mulberry, FL 33860 Bankruptcy Case No.: 09-07159 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Patti W Halloran, Esq. Gibbons, Neuman, Bello, Segall & Allen 3321 Henderson Blvd Tampa, FL 33609 Tel: (813) 877-9222 Fax: (813) 877-9290 Email: phalloran@gibblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb09-07159.pdf The petition was signed by Adelina McCulley, president. TATNUCK SYSTEMS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Tatnuck Systems, Inc. 206 Turnpike Road Southborough, MA 01772 Bankruptcy Case No.: 09-41405 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court District of Massachusetts (Worcester) Judge: Joel B. Rosenthal Debtor's Counsel: Adam J. Ruttenberg, Esq. Looney & Grossman, LLP 101 Arch Street Boston, MA 02110 Tel: (617) 951-2800 Fax : (617) 951-2819 Email: aruttenberg@lgllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file its list of 20 largest unsecured creditors together with its petition. The petition was signed by Stephen J. Morgan, President of the company. TECK COMINCO: Commitment Bridge Extension Won't Affect Ba3 Rating ----------------------------------------------------------------- Moody's Investors Service said that Teck Cominco Limited's (Ba3, Negative) commitment letter covering the bridge extension and deferral of loan payments will have no impact on its Ba3 Corporate Family Rating or negative outlook, although these actions represent positive developments from a ratings perspective as they substantially reduce Teck's near term refinancing risk. The last rating action on Teck Cominco was a downgrade of the company's Corporate Family Rating to Ba3 (from Ba1) on February 6, 2009. Teck Cominco, based in Vancouver, British Columbia, has a diversified business base with operations in zinc, copper, metallurgical coal, gold and other investment holdings. Revenues in 2008 were C$6.9 billion. TOMMY FULCHER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Tommy J. Fulcher, Jr. Gail V Fulcher 9520 Mountain Blvd Oakland, CA 94605 fdba Calfia Industries LLC dba CAlfia Builders Bankruptcy Case No.: 09-43127 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Edward D. Jellen Debtor's Counsel: Michael Akana, Esq. Law Offices of Michael P. Akana 225 W Winton Ave. #209 Hayward, CA 94544 Tel: (510)670-0922 Email: mikemikeakana@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb09-43127.pdf The petition was signed by Tommy J. Fulcher, Jr. and Gail V. Fulcher. TTF B4: Voluntary Chapter 11 Case Summary ----------------------------------------- Debtor: TTF B4, LLC 101 Eisenhower Parkway Roseland, NJ 07068 Bankruptcy Case No.: 09-19377 Chapter 11 Petition Date: April 14, 2009 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Richard D. Trenk, Esq. Trenk DiPasquale Webster Della Fera & Sodono PC 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Email: rtrenk@trenklawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Steven L. Trenk, manager of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/njb09-19377.pdf TOUSA INC: Files Amended Chapter 11 Liquidating Plan ---------------------------------------------------- Tousa Inc. filed a new Chapter 11 plan theoretically allowing it to emerge from bankruptcy before the pivotal lawsuit concludes between unsecured creditors and secured lenders, Bloomberg's Bill Rochelle reported. Mr. Rochelle recounts that Tousa filed a proposed reorganization plan in October, which it withdrew in November when creditors objected. Last month, Tousa gave up the idea of continuing to operate and decided to sell the existing inventory and homes under construction. According to the report, the new plan calls for setting up escrow accounts or trusts to hold the assets and bring lawsuits. Proceeds from asset sales would be distributed after plan confirmation when lawsuits are resolved. The Court will consider approval of the adequacy of the disclosure statement in explaining the terms of the Plan on May 14. The recovery by unsecured creditors depends on the outcome of a lawsuit originally filed in July by the official creditors' committee contending that Tousa improperly required its operating subsidiaries to guarantee $800 million in debt as part of a July 2007 bailout and refinancing of a joint venture in a home builder named Transeastern Properties Inc. A two-week trial on the suit is scheduled to begin July 13. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/Tousa_Amended_DS.pdf A copy of the First Amended Plan is available at: http://bankrupt.com/misc/Tousa_Amended_Plan.pdf About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets high-quality detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008, (Bankr. S.D. Fla. Case No.: 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) UGOBE INC: Files for Chapter 7 Bankruptcy Protection ---------------------------------------------------- Simon Shifrin at Idaho Business Review reports that Ugobe Inc. has filed for Chapter 7 bankruptcy protection. Court documents say that Ugobe listed $1.6 million in assets -- including $1.5 million in tooling to make interactive robot baby dinosaur Pleo in Hong Kong -- and $3.6 million in liabilities. Business Review relates that the debts include: -- $353,500 in royalties owed to each of Ugobe's co-founders Caleb Chung and Derek Dotson; -- $604,161 owed to Hong Kong company Jetta Co. Ltd.; and -- $284,468 to Arrow Electronics of San Francisco. According to Business Review, Ugobe said last year that it would move its headquarters from Emeryville, California, to Eagle. Business Review states that Bruce MacIntyre of Perkins Coie, Ugobe's bankruptcy counsel, said that Ugobe laid off most of its workers at the end of 2008 in conjunction with the move from California. A trustee will be appointed as part of the bankruptcy process to take over Ugobe's assets, including potentially valuable intellectual property -- including 16 patents, 60 invention disclosures to document potential patents, and a number of trademarks -- that hasn't yet been priced, Business Review relates, citing Mr. MacIntyre. Business Review, citing Mr. MacIntyre, reports that Ugobe had preliminary talks with several potential buyers before the bankruptcy filing. Ugobe Inc. is the maker of interactive robot baby dinosaur named Pleo. UTAH 7000: Promontory Sold to Pivotal Group at Auction ------------------------------------------------------ Unable to raise the $85 million in financing called for in the Chapter 11 plan for Utah 7000 LLC that was confirmed in February, the property was sold at auction last week as required by the terms of the reorganization, Bloomberg's Bill Rochelle said. An affiliate of Pivotal Group Inc., one of the project's original owners, emerged as the winning bidder. Pivotal offered $30 million cash plus $40 million to be invested in the property to assure its ability to operate. The project is a 7,224 acre master-planned development near Park City, Utah, known as Promontory. The company, the creditors' committee and the bankruptcy judge concluded that the competing bid by the first-lien lenders was inferior to the Pivotal offer. The lenders were permitted to bid using their $313 million debt rather than cash. Credit Suisse Cayman Islands Branch is the agent for the lenders. Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC operates and develops resort community near Park City and Deer Valley ski resorts. Utah 7000 owns a 7,224-acre master-planned development near Park City, Utah, known as Promontory, On March 28, certain holders of junior and second priority liens filed for involuntary Chapter 11 petitions against the Company (Bankr. D. Utah Lead Case No.08-21869). Kenneth L. Cannon, II, Esq., at Durham Jones & Pinegar, represents the petitioners. On April 3, 2008, the Debtors gave their consent to the entry of an order for Chapter 11 bankruptcy relief. Danny C. Kelly, Esq., at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister & Glatt Professional Co., represent the Debtors in their restructuring efforts. The U.S. Trustee for Region 19 appointed an Official Committee of Unsecured Creditors in the cases. J. Thomas Beckett, Esq., at Parsons Behle & Latimer, represents the Committee. According to Bloomberg, Judge Judith A. Boulden estimated the value of Utah 7000's property at $560.1 million. The Debtor owes about $431.5 million to several secured creditors. VAL VISTA: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Val Vista Rd. & San Tan Blvd., LLC 2178 E. Golf Avenue Tempe, AZ 85282 Bankruptcy Case No.: 09-07729 Chapter 11 Petition Date: April 17, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: John R. Worth, Esq. Forrester & Worth, PLLD 3636 N Central Ave, Suite 700 Phoenix, AZ 85012 Tel: 602-258-2728 Fax : 602-271-4300 Email: jrw@fwlawaz.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by Joseph J. Brekan, manager of the company. VAN DER BOSCH: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Van Der Bosch, Inc. 1040 25th Ave. Bellwood, IL 60104 Tel: (773) 617-1554 Bankruptcy Case No.: 09-13327 Chapter 11 Petition Date: April 15, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Debtor's Counsel: Nicole J. Morgen, Esq. Morgen & Perl 7101 N. Cicero, #101 Lincolnwood, IL 60712 Tel: (847) 933-9392 Fax: (847) 933-9634 Email: njmorgen@hotmail.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Hugh Hudor, president of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ilnb09-13327.pdf VERASUN ENERGY: Closes Sale of Various Facilities to Valero ----------------------------------------------------------- VeraSun Energy Corporation closed on April 1, 2009, the sale of substantially all of its assets to Valero Renewable Fuels, a subsidiary of Valero Energy Corporation, North America's largest petroleum refiner and marketer. The purchased assets included five ethanol production facilities and a development site. The facilities are located in Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa; and Welcome, Minnesota, and the development site is in Reynolds, Indiana. Valero paid $350 million for the ethanol production facilities in Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition to the Reynolds site. Valero also successfully bid $72 million for the Albert City facility and $55 million for the Albion facility. The purchase price also includes working capital and other certain adjustments. VeraSun, on April 14, disclosed in a regulatory filing with the Securities and Exchange Commission that it completed, on April 9, the sale of the assets of Debtors VeraSun Albert City LLC, VeraSun Marketing LLC, and US BioEnergy Corporation. The Valero Entities paid $421 million, plus $67 million for estimate inventory at closing, for the VSE Assets. Valero also assumed certain liabilities relating to the VSE Assets. In connection with the transaction, the Debtors are providing specified transition services to Valero for up to six months after April 1, 2009. Moreover, VeraSun said it also completed, on April 9, the sale to AgStar Financial Services PCA of substantially all of the assets relating to the company's production facilities in Dyersville, Iowa; Hankinson, North Dakota; Janesville, Minnesota; Central City and Ord, Nebraska; and Woodbury, Michigan. In accordance with the terms of the asset purchase agreements with AgStar, AgStar released the USBE Subsidiaries from their obligations under $319 million of existing indebtedness and assumed certain liabilities relating to the AgStar Facilities. In connection with the asset-sale transactions, the Debtors are providing specified information technology services to the acquisition entities owned by AgStar until April 30, 2009. On April 13, US BioEnergy Corporation and US Bio Marion LLC completed the sale to Marion Energy Investments LLC, as assignee of Dougherty and First Bank & Trust, of substantially all of the assets relating to the Debtors' production facility in Marion, South Dakota. In accordance with the terms of the Marion APA, the consideration for the acquired assets consisted of release of US Bio Marion from its obligations under approximately $93 million of existing indebtedness to the Marion Buyers, payment by MEI of $934,861 in cash and assumption by the Marion Purchasers of certain liabilities relating to the Marion facility. In connection with the asset-sale transaction under the Marion APA, the Debtors are to provide to MEI specified transition services until June 12, 2009, and specified technology services until April 30, 2009. Court Signs Written Sale Order Judge Brendan L. Shannon of the United States Bankruptcy Court for the District of Delaware, on March 30, 2009, signed the written order approving the sale of substantially all of VeraSun Energy Corporation's assets to Valero Renewable Fuels Company LLC and Valero Energy Corporation. A full-text copy of the VeraSun Sale Order is available for free at http://bankrupt.com/misc/VerSValeroORD.pdf Judge Shannon, on April 6, 2009, also signed separate written orders approving the sale of the Debtors' other assets to AgStar Financial Services PCA. Full-text copies of the Orders are available for free at: * http://bankrupt.com/misc/VerSCentral.pdf * http://bankrupt.com/misc/VerSDyer.pdf * http://bankrupt.com/misc/VerSHank.pdf * http://bankrupt.com/misc/VerSJane.pdf * http://bankrupt.com/misc/VerSOrd.pdf * http://bankrupt.com/misc/VerSWood.pdf * http://bankrupt.com/misc/VerSUSBioE.pdf Prior to the entry of the Sale Order, VeraSun and Valero entered into an amended asset purchase agreement, to, among others, increase the cash purchase price from $280 million plus the value of inventory and certain prepaid expenses, subject to specified adjustments, to $350 million plus the value of inventory and certain prepaid expenses, subject to specified adjustments. A full-text copy of the amended APA is available for free at http://bankrupt.com/misc/VerSValeroAmends.pdf In addition, on April 2, the Debtors entered into separate APAs with AgStar. On April 6, the Debtors entered into an APA with Valero for the Albert City asserts. On April 8, the Debtors, Dougherty Funding LLC, First Bank & Trust, entered into an APA providing for the sale of the Marion facility. In connection to the sale of their assets, the Court authorized the Debtors to assume additional executory contracts listed at: http://bankrupt.com/misc/VerSCureAmountNOTs.pdf After the closing of the Valero Sale, Valero assumed various contracts from the Debtors, a list of which is available for free at http://bankrupt.com/misc/ValeroAssumeCons.pdf The Debtors also submitted with the Court a list of executory contracts to be assumed by AgStar Financial, available for free at http://bankrupt.com/misc/VerSAgStarCons.pdf Objections The United States Department of Navy, Navel Exchange Service Command, prior to entry of the sale order, filed an objection and argued that The Anti-Assignment Act prohibits the assignment of government contracts and any transfer. John Sinquefield, Esq., assistant attorney general, related that the Debtors and NEXCOM are parties to an agreement whereby VeraSun would provide ethanol fuel to one of NEXCOM's retail stations. The Contract is to be assigned to Valero. Mr. Sinquefield argued that even if the Agreement is an executory contract that could be assumed and assigned under Section 365 of the Bankruptcy Code, the Debtors have not provided adequate assurance to NEXCOM that Valero is authorized and approved to do business with NEXCOM and can meet NEXCOM's supply needs under the Agreement. For these reasons, NEXCOM objected to the inclusion of the Agreement in the asset sale to Valero. In separate filings, more parties objected to the Debtors' proposed cure amounts for the contracts they intend to assume pursuant to the sale: -- Northern Natural Gas Company; -- Centerpoint Energy Minnesota Gas; -- Charles City, Iowa; -- Fagen, Inc.; and -- TM Rural Water District. Fagen asked the Debtors to provide additional information sufficient to identify the specific agreement sought to be assumed and assigned. Fagen said it wants to be sure that the "Lump Sum Design-Build Contract" in the Debtors' list of contracts to be assumed is not the Lump Sum Design-Build Contract between Fagen and US Bio Marion LLC. These parties complained that the Debtors' proposed cure amounts of their contracts are insufficient and asserted these amounts: Centerpoint Energy $348,000 Charles City 158,396 TM Rural 51,927 Northern Natural argued that the Debtors have failed to cure all defaults of their existing contracts with Northern Natural and show adequate assurance of future performance due to the failure of Dougherty to post an aggregate of $7,190,703 in security as required by the contracts. Costs Associated with Exit Activities Bryan D. Meier, vice president of finance and chief accounting officer of VeraSun, disclosed with the SEC that the company and its affiliates are currently unable in good faith to make a determination of an estimate of the amount or range of amounts expected to be incurred in connection with the sale of substantially all of their assets, or an estimate of the amount or range of amounts that will result in future cash expenditures. Wind-down of Operations Mr. Meier said VeraSun expects to complete the sale of its three remaining production facilities, which are being maintained in an idle state pending their sale, in the next several weeks. Following completion of those sales, VeraSun expects to complete the wind-down of its operations and implement a plan of reorganization, effectiveness of which will be subject to creditor approval or confirmation by the Bankruptcy Court. VeraSun expects that, upon effectiveness of its reorganization plan, the company's common stock will be cancelled for no consideration and that any remaining assets of the Debtors will be distributed to creditors in accordance with the plan. About VeraSun Energy Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -- http://www.verasun.comor http://www.VE85.com/-- produces and markets ethanol and distillers grains. Founded in 2001, the company has a fleet of 16 production facilities in eight states, with 14 in operation. The Company and its debtor-affiliates filed for Chapter 11 protection on October 31, 2008, (Bankr. D. Del. Case No. 08-12606) Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents the Debtors in their restructuring efforts. AlixPartners LLP serves as their restructuring advisor. Rothschild Inc. is their investment banker and Sitrick & Company is their communication agent. The Debtors' claims noticing and balloting agent is Kurtzman Carson Consultants LLC. The Debtors' total assets as of June 30, 2008, was $3,452,985,000 and their total debts as of June 30, 2008, was $1,913,214,000. VeraSun Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). VERASUN ENERGY: Has Green Light to Pay $107MM Secured Note in Full ------------------------------------------------------------------ Judge Brendan L. Shannon of the United States Bankruptcy Court for the District of Delaware granted VeraSun Energy Corp. and its affiliates authority to pay a non-rolled senior secured note claim totaling $107,000,000 immediately. Wells Fargo Bank N.A., as indenture trustee for the Debtors' 9-7/8% Senior Secured Notes, had urged the Court to grant the Debtors' request and direct the Debtors to pay Wells Fargo the amounts due and payable under the Indenture and the Notes. After closing the sale of substantially all of their assets, the Debtors paid approximately: (i) approximately $96 million to UBS Securities LLC, UBS AG, Stamford Branch and UBS Loan Finance LLC in full satisfaction of debt arising under a credit agreement the Debtors entered into with UBS; and (ii) approximately $205 million to the VSE DIP Lenders in full satisfaction of debt arising under the VSE DIP Facility. However, the Debtors have a remaining secured obligation of $107,000,000 in principal on account of non-rolled senior secured notes, plus accrued and unpaid interest and reimbursable expenses. Because interest is accruing on the note obligation at a rate of 9.875% per annum, granting the Debtors' request will enable them to avoid unnecessarily accruing additional secured obligations, Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in Wilmington, Delaware, said. Mr. Chehi said holders of the non-rolled Senior Secured Notes are oversecured. He said the Debtors sold the collateral that secures the Senior Secured Notes for $350,000,000 and approximately $205,000,000 of that amount was distributed to the holders of the Senior Secured Notes under the VSE DIP Facility. There is cash available in the VSE Segment estates to repay the Non-Rolled Senior Secured Note Claim in full now, Mr. Chehi said. Wells Fargo had said, under the terms of the Notes and the Indenture, the Debtors need to pay an aggregate of $122,916,707 as of April 13, 2009. About VeraSun Energy Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -- http://www.verasun.comor http://www.VE85.com/-- produces and markets ethanol and distillers grains. Founded in 2001, the company has a fleet of 16 production facilities in eight states, with 14 in operation. The Company and its debtor-affiliates filed for Chapter 11 protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606) Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents the Debtors in their restructuring efforts. AlixPartners LLP serves as their restructuring advisor. Rothschild Inc. is their investment banker and Sitrick & Company is their communication agent. The Debtors' claims noticing and balloting agent is Kurtzman Carson Consultants LLC. The Debtors' total assets as of June 30, 2008, was $3,452,985,000 and their total debts as of June 30, 2008, was $1,913,214,000. VeraSun Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). VERASUN ENERGY: Liberty Mutual Seeks to Cancel Surety Bonds ----------------------------------------------------------- Liberty Mutual Insurance Company issued numerous surety bonds on behalf of and at the request of VeraSun Energy Corp. and various affiliates pre-bankruptcy. The Bonds support the Debtors' applications for licenses and permits required by state and federal regulatory authorities to operate each of their business segments. The Bonds, in general, name state and federal regulatory authorities as obligees, and assure Debtors' compliance with and assure Debtors' performance of certain obligations referenced in the Bonds. Without the Bonds, the Debtors would be unable to operate their businesses, according to Ian Connor Bifferato, Esq., at Bifferato LLC, in Wilmington, Delaware. Mr. Bifferato tells the U.S. Bankruptcy Court in Delaware that Liberty issued the Bonds in consideration of the execution by the Debtors of a certain General Agreement of Indemnity. The aggregate value of the penal limits of the Bonds is not less than $4,211,500, Mr. Bifferato discloses. With the current situation, Mr. Bifferato contends that Liberty faces potential exposure of not less than said amount for the periods during which the Bonds remain effective. Since the Debtors have already sold substantially all of their assets, Mr. Bifferato argues that there is no basis for the Bonds to remain effective. Accordingly, Liberty should be allowed to take steps as may be required under applicable law to cancel its Bonds. While it is not clear that relief from the stay is required, Mr. Bifferato says that Liberty is reluctant to take action to cancel its Bonds without having first obtained relief from the stay imposed by Section 362 of the Bankruptcy Code. Thus, to the extent the stay applies, and as a precautionary measure, good and sufficient cause exists to grant Liberty relief from the automatic stay to allow it to take the steps necessary to effectuate the termination of its Bonds in accordance with applicable law, Mr. Bifferato submits. For these reasons, Liberty asks the Court for relief from the automatic stay to cancel bonds. About VeraSun Energy Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -- http://www.verasun.comor http://www.VE85.com/-- produces and markets ethanol and distillers grains. Founded in 2001, the company has a fleet of 16 production facilities in eight states, with 14 in operation. The Company and its debtor-affiliates filed for Chapter 11 protection on October 31, 2008, (Bankr. D. Del. Case No. 08-12606) Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents the Debtors in their restructuring efforts. AlixPartners LLP serves as their restructuring advisor. Rothschild Inc. is their investment banker and Sitrick & Company is their communication agent. The Debtors' claims noticing and balloting agent is Kurtzman Carson Consultants LLC. The Debtors' total assets as of June 30, 2008, was $3,452,985,000 and their total debts as of June 30, 2008, was $1,913,214,000. VeraSun Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). VERASUN ENERGY: North Dakota Seeks to Sue Hankinson Unit -------------------------------------------------------- Debtor VeraSun Hankinson LLC furnished one grain elevator warehouse bond worth $380,000 running to the State of North Dakota and executed by Liberty Mutual Insurance Company as surety, to the North Dakota Public Service Commission to secure a license to operate as a public grain warehouseman in North Dakota. According to Illona A. Jeffcoat-Sacco, Esq., special assistant attorney general of Bismarck, North Dakota, the Debtor purchased grain from producers and has failed to pay in full for the purchased grain. There appears to be adequate bond coverage for persons who suffered loss or damage by reason of the Debtors' failure to faithfully perform its duties as a public grain warehouseman and comply with the provisions of the laws and rules relating to the purchase of grain in an insolvency proceeding, Ms. Jeffcoat-Sacco notes. Pursuant to the North Dakota Century Code, a Public Service Commission by the District Court, Southeast Judicial District, Wahpeton, North Dakota will act as trustee for the benefit of persons who suffer loss or damage by reason of a public grain warehouseman's failure to faithfully perform its duties as a grain buyer and comply with the provisions of the laws and rules relating to the purchase of grain in North Dakota. As trustee, the Public Service Commission is authorized to bring an action against the surety on the grain warehouseman's bond for loss or damages occurring by reason of the public grain warehouseman's failure to fulfill the conditions of the bond. Recovery of proceeds by the Public Service Commission from the surety on the public grain warehouseman's bond on behalf of persons who suffered loss or damage by reason of Debtors' failure to faithfully perform its duties as a public grain warehouseman buyer and comply with the provisions of the laws and rules relating to the purchase of grain are believed to be sufficient to provide full protection to potential complaints as well as cover the costs incurred by the Public Service Commission in the administration of the licensee's insolvency, Ms. Jeffcoat-Sacco tells the U.S. Bankruptcy Court for the District of Delaware. Ms. Jeffcoat-Sacco contends that the Public Service Commission's appointment as trustee under North Dakota law by the state District Court, Southeast Judicial District and the Commission's action against the surety on the public grain warehouseman's bond will not hinder, burden, delay, or be inconsistent with the Debtors' bankruptcy cases. She notes that surety bonds given to secure a license from the State are not property of the estate because the Debtor has no property interest in the bonds; rather, they are essentially third-party beneficiary contracts. For these reasons, the Public Service Commission asks the Bankruptcy Court to lift the automatic stay to permit it to commence an action in state District Court, Southeast Judicial District against the Debtor. About VeraSun Energy Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -- http://www.verasun.comor http://www.VE85.com/-- produces and markets ethanol and distillers grains. Founded in 2001, the company has a fleet of 16 production facilities in eight states, with 14 in operation. The Company and its debtor-affiliates filed for Chapter 11 protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606) Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP represents the Debtors in their restructuring efforts. AlixPartners LLP serves as their restructuring advisor. Rothschild Inc. is their investment banker and Sitrick & Company is their communication agent. The Debtors' claims noticing and balloting agent is Kurtzman Carson Consultants LLC. The Debtors' total assets as of June 30, 2008, was $3,452,985,000 and their total debts as of June 30, 2008, was $1,913,214,000. VeraSun Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). VERASUN ENERGY: Skadden Charges $1.5 Million for February Work -------------------------------------------------------------- Four professionals, in separate filings, filed applications for allowance of fees and reimbursement of expenses: Professional Period Fees Expenses ------------ --------- ---------- -------- Skadden Arps Slate Feb 2009 $1,546,515 $32,842 Meagher & Flom LLP Akin Gump Strauss Hauer & Feb 2009 409,907 22,960 Feld LLP Houlihan Lokey Howard & Feb 2009 250,000 9,545 Zukin Capital, Inc. McGladrey & Pullen LLP Mar 2009 190,514 22,498 Deloitte & Touche LLP Jan 2009 69,466 6,123 Greenberg Traurig LLP Mar 2009 6,589 2,483 Davis Lee Wright, Esq., at Skadden Arps Slate Meagher & Flom LLP, in Wilmington, Delaware, relates that as of March 31, 2009, there were no objections to McGladrey & Pullen LLP's monthly fee applications for the months of November and December 2008 and January 2009. On April 20, 2009, Mr. Wright certified that there were no objections to McGladrey Pullen's February 2009 fee application. Mr. Wright also certifies that, as of April 20, 2009, there were no objections to these professionals' monthly fee applications: Professional Fee Period ------------ ---------- Deloitte Tax LLP Nov 2008 to Feb 2009 Deloitte & Touche LLP Nov 2008 to Jan 2009 Rothschild, Inc. Nov 2008 to Jan 2009 Donald J. Detweiler, Esq., at Greenberg Traurig LLP, in Wilmington, Delaware, tells the Court that there are no objections to his firm's February 2009 fee application as of April 17, 2009. Mr. Detweiler relates, in a separate filing, relates that as of April 20, 2009, there were no objections to Houlihan Lokey Howard & Zukin Capital, Inc.'s third monthly fee application as the Committee's financial advisor. About VeraSun Energy Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -- http://www.verasun.comor http://www.VE85.com/-- produces and markets ethanol and distillers grains. Founded in 2001, the company has a fleet of 16 production facilities in eight states, with 14 in operation. The Company and its debtor-affiliates filed for Chapter 11 protection on October 31, 2008, (Bankr. D. Del. Case No. 08-12606) Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents the Debtors in their restructuring efforts. AlixPartners LLP serves as their restructuring advisor. Rothschild Inc. is their investment banker and Sitrick & Company is their communication agent. The Debtors' claims noticing and balloting agent is Kurtzman Carson Consultants LLC. The Debtors' total assets as of June 30, 2008, was $3,452,985,000 and their total debts as of June 30, 2008, was $1,913,214,000. VeraSun Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). VERNICK FINANCE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Vernick Finance Co. dba Vernick Financial Services dba Vernick Financial Services, Inc. dba VFS Services 25526 Goddard Taylor, MI 48180 Bankruptcy Case No.: 09-51373 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court Eastern District of Michigan Judge: Phillip J. Shefferly Debtor's Counsel: Robert A. Peurach, Esq. 615 Griswold, Ste. 600 Detroit, MI 48226 Tel: (313) 964-0800 Email: rpeurach@gdakmak.com Total Assets: $0 Total Debts: $10,795,839 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb09-51373.pdf The petition was signed by Richard Mousseau, president. VICTOR PIANOS: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Victor Pianos and Organs, Inc. 300 NW 54th St Miami, FL 33127 Bankruptcy Case No.: 09-16718 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: Joel M. Aresty, Esq. 13499 Biscayne Blvd #T-3 Miami, FL 33181 Tel: 305-899-9876 Fax: 305-723-7893 Email: aresty@mac.com Total Assets: $2,792,159 Total Debts: $2,200,239 A list of the Debtor's 18 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb09-16718.pdf The petition was signed by Victor Tibaldeo, president. VICTOR THOMPSON: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Victor E. Thompson and Teresa B. Thompson 9743 Deer Flat Road Nampa, ID 83686 Bankruptcy Case No.: 09-00963 Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Terry L. Myers Debtor's Counsel: D. Blair Clark, Esq. 1513 Tyrell Lane, Suite 130 Boise, ID 83706 Tel: (208) 475-2050 Fax: (208) 475-2055 Email: dbc@dbclarklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/idb09-00963.pdf The petition was signed by the Thompsons. VISION OPTICS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Vision Optics Technologies, Ltd. 1816 Production Court Louisville, KY 40299-2102 Bankruptcy Case No.: 09-31983 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court Western District of Kentucky (Louisville) Debtor's Counsel: Stewart E. Bland, Esq. Suite 1100, One Riverfront Plaza 401 W. Main St. Louisville, KY 40202 ( ) 584-7371 Fax: (502) 584-7386 Email: dtaylor@bglaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A full-text copy of the Debtor's petition, including its list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/kyb09-31983.pdf The petition was signed by Daniel Beaulieu, president of the Company. WESTON FAMILY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Weston Family LLC 6878 Mesa Grove Court Las Vegas, NV 89120 Bankruptcy Case No.: 09-16014 Chapter 11 Petition Date: April 21, 2009 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Michael C. Van, Esq. 8985 S. EASTERN AVE., #160 LAS VEGAS, NV 89123 (702) 478-7770 Email: michael@shumwayvan.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Jeffrey A. Weston, managing member of the Company. WHEATON ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Wheaton Enterprises, LLC 5656 Clyde Park, S.W. Wyoming, MI 49509 Bankruptcy Case No.: 09-04366 Chapter 11 Petition Date: April 13, 2009 Court: U.S. Bankruptcy Court Western District of Michigan Debtor's Counsel: Michael W. Donovan, Esq. Donovan/Scott Law, PLC 2910 Lucerne Dr. SE, Suite 120 Grand Rapids, MI 49546 Tel: 877-810-7890 Email: Donovan@mwdonovan.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 8 largest unsecured creditors is available for free at: http://bankrupt.com/misc/miwb09-04366.pdf The petition was signed by Michael Eaton, managing member. WHITE SHORES: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: White Shores Investments, LLC 5185 Getwell Road Southaven, MS 38671 Bankruptcy Case No.: 09-11963 Type of Business: The company is a single asset real estate debtor. Chapter 11 Petition Date: April 16, 2009 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Russell W. Savory, Esq. 88 Union Avenue, 14th Floor Memphis, TN 38103 Tel: (901) 523-1110 Email: russell.savory@gwsblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of 20 largest unsecured creditors together with its petition. The petition was signed by Brian L. Davis, Member of the company. WII COMPONENTS: S&P Withdraws 'CCC+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it withdrew its ratings on St. Cloud, Minnesota-based WII Components Inc., including its 'CCC+' corporate credit and senior unsecured debt ratings, at the company's request. WINDSTREAM CORPORATION: Fitch Affirms Issuer Rating to 'BB+' ------------------------------------------------------------ Fitch Ratings has affirmed Windstream Corporation's ratings: -- Long-term Issuer Default Rating at 'BB+'; -- Secured credit facility at 'BBB-'; -- Senior unsecured notes at 'BB+'. Subsidiary ratings, as listed at the end of the release, have been affirmed. The Rating Outlook is Stable. The affirmation of Windstream's ratings and the Stable Outlook incorporate expectations for the company to generate strong operating and free cash flows, to maintain relatively stable credit-protection metrics and to have access to ample liquidity. Fitch believes the company's 2009 gross debt-to-EBITDA ratio could slightly exceed 3.4 times (x) and be moderately higher than historical levels, but on a net debt-to-EBITDA basis should remain within the company's 3.2x to 3.4x historical range. Fitch's somewhat higher expectations for gross leverage relative to historical levels are the result of an increase in non-cash pension cost of approximately $90 million in 2009. Windstream enters into 2009 with a relatively strong liquidity position, with $297 million in cash on the balance sheet at the end of 2008, compared to $72 million at the end of 2007, and approximately $343 million available on its revolver. Liquidity will also be supported by free cash flow, which Fitch estimates will be in the $250 million to $300 million range, as derived from the company's guidance for capital spending of $290 million to $320 million, pre-dividend cash flow from $685 million to $755 million and dividend payout ratio in the 58% to 64% range. In 2009, as in 2008, cash flow is again expected to benefit from an accelerated depreciation provision incorporated in federal stimulus legislation. In the longer term, Windstream's dividend payout ratio as a percentage of its net free cash flow is expect to approach its 70%-75% target range. In 2008, Windstream repurchased $200 million of common stock under its two-year $400 million stock-repurchase program initiated in February 2008, and had been using excess free cash flows to complete repurchases. However, no repurchases occurred in the second half of the year as the company changed focus in light of the financial market downturn and began building cash on the balance sheet in an effort to preserve liquidity. The stock- repurchase plan expires at the end of 2009, and on its fourth quarter 2008 earnings call, the company declined to firmly commit to its completion by the end of 2009. Given current expectations for free cash flow and its current liquidity position, Fitch believes the completion of the repurchase program through the use of free cash flow to be manageable. For 2009, Fitch expects the weak economy as well as wireless substitution and competition from cable multiple system operators to cause access lines to decline at a similar rate as in 2008, which was 5.2%. Overall, in Fitch's view, the company's rural footprint provides it with modestly lower exposure to competition than the urban-based regional Bell operating companies. At the end of 2008, cable telephony reached approximately 60% of Windstream's access lines, and a moderate increase is expected in 2009. To mitigate competitive pressures, Windstream is growing revenue from new services, including the continued deployment of high-speed data services, and by including in its bundle satellite-provided video services through an agreement with DISH Network. Windstream is expected to face modest pressure on its Universal Service Fund receipts in 2009 due to access line losses and other factors. In the longer term, Windstream could be affected by reforms to the USF program as well as intercarrier compensation. Fitch believes that Windstream is likely to continue to evaluate potential acquisitions, which would be a use of cash flow. Consolidation would be a long-term positive factor for rural local exchange carriers in Fitch's view, but does carry execution and financing risks. At Dec. 31, 2008, Windstream had approximately $5.4 billion in outstanding debt and $297 million in cash and short-term investments. Windstream's credit facilities currently consist of a $500 million five-year revolving credit facility ($150 million outstanding at year-end 2008) and $1.662 billion in term credit facilities. The term credit facilities are composed of a term loan A facility of $283 million outstanding that matures in July 2011, and a term loan B facility of $1.379 billion outstanding that matures in July 2013. The company does not face any significant maturities until 2011 when the term loan A matures and the revolving credit facility expires. During 2009 and 2010, there are approximately $24 million in maturities annually. The credit facilities are secured by assets in a portion of Windstream's regulated wireline business, as well as by the assets of its unregulated businesses. Regulated subsidiaries that required the approval of the transaction, or approval of a grant of a guarantee, by state regulators did not provide a guarantee to the senior secured credit facilities. As of Dec. 31, 2008, guarantor subsidiaries held 44%, or approximately $3.5 billion, of Windstream's total assets. Principal financial covenants in the credit facilities require a minimum interest coverage ratio of 2.75x and a maximum leverage ratio of 4.5x. There are limitations on capital spending, and the dividend is limited to the sum of excess free cash flow and net cash equity issuance proceeds subject to pro forma leverage of 4.5x or less. Fitch has also affirmed these ratings: Valor Telecommunications Enterprises, LLC and Valor Telecommunications Enterprises Finance Corp.: -- IDR 'BB+'; -- Senior notes 'BBB-'. Windstream Georgia Communications -- IDR 'BB+'; -- Notes 'BBB-'. Windstream Holdings of the Midwest -- IDR 'BB+'; -- Notes 'BB+'. WILLIAM MORRIS: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: William M. Morris, Sr. Ellen M. Morris aka William M. Morris and Ellen M. Morris Family Trust 7604 Saddleback Dr Bakersfield, CA 93309 Bankruptcy Case No.: 09-13489 Chapter 11 Petition Date: April 20, 2009 Court: Eastern District of California (Fresno) Judge: Whitney Rimel Debtor's Counsel: T. Scott Belden, Esq. Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball LLP 4550 California Avenue, 2nd Floor Bakersfield, CA 93309-1172 Tel: (661) 395-1000 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 ------ --------------- ------------ Washington Mutual Bank deed of trust $8,247,083 Bankruptcy Dept. JAXA 2035 7255 Bay Meadows Way Jacksonville, FL 32256 Navistar Financial guaranty $1,275,000 425 N. Martingale Road Suite 1800 Schaumburg, IL 60173 Falcon International Bank guaranty $1,191,311 c/o Trevino Valls Haynes 6909 Springfield Ave. Ste. 200 Laredo, TX 78041 United Security Bank loan $697,994 7255 Bay Meadows Way Jacksonville, FL 32256 Bibby Financial Services guaranty $612,797 180 N. Stetson Avenue Suite 3000 Chicago IL 60601 Wells Fargo Equipment Finance guaranty $480,000 Washington Mutual Bank 2nd deed of trust $259,925 Falcon International Bank guaranty $207,565 Bank of America credit card $48,551 Citibusiness credit card $35,251 Bank of America credit card $25,802 Chase credit card $23,652 Chase Cardmember Services credit card $12,665 * Circuit Court Raises Obstacles to Ch. 11 Plans, Says Rochelle --------------------------------------------------------------- "More companies may end up liquidating in Chapter 7 as the result of a decision in favor of the Pension Benefit Guaranty Corp. handed down April 8 by the U.S. Court of Appeals for the Second Circuit," Bill Rochelle at Bloomberg said. As reported by the TCR on March 2008, Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York issued a 28-page decision that premiums, created by the Deficit Reduction Act of 2005, payable to the Pension Benefit Guaranty Corp. resulting from the termination of Oneida Ltd's pension plan are pre-bankruptcy general unsecured claims that were discharged by the Debtors' confirmed plan of reorganization. Judge Gropper also held that Oneida is not estopped from refusing to pay the claims in full. The Circuit Court, however, reversed Judge Gropper's decision by ruling on April 8 that a company with a terminated pension plan must pay an annual termination premium of $1,250 per worker for three years after emerging from Chapter 11, Bill Rochelle said. Where Judge Gropper decided that the termination premium was a pre-bankruptcy claim paid along with other unsecured creditors, the appeals court ruled in its eight-page opinion that the claim does not arise until the company emerges from bankruptcy, Mr. Rochelle relates. According to Mr. Rochelle, Judge Gropper's decision was appealed directly from the bankruptcy court to the circuit court without an intermediate appeal to a federal district judge. There are no other circuit court opinions on the issue. Mr. Rochelle relates that to avoid paying the termination premium after confirming a Chapter 11 plan, companies may end up liquidating in Chapter 7, where the premium may not be required. The circuit court decision, Mr. Rochelle adds, might influence some companies to file under Chapter 11 somewhere other than New York, where the bankruptcy courts are bound by the appeals court's opinion. He notes that avoiding bankruptcy in New York by filing elsewhere doesn't assure a company of escaping Oneida's fate because other courts, though not bound by the appeals court ruling, might reach the same result. Background on the Dispute At the time of its bankruptcy filing, Oneida and the PBGC entered into an agreement relating to the company's pension obligations and the liabilities resulting from the underfunding of its three tax-qualified single-employer defined-benefit pension plans. The plans were underfunded by about US$40 million, triggering minimum contributions to fund the deficiency. Oneida and the PBGC negotiated over the pension obligations. Oneida agreed to provide the PBGC with a US$3 million promissory note for the PBGC's secured claim, which note would also cover "any unsecured claim it would have arising out of the distress termination of certain of the Debtors' pension plans." The Debtor's agreement to provide the note was premised on termination of all three pension plans. Upon filing for bankruptcy, Oneida asked the Court to find that it had satisfied the financial requirements for distress termination of the plans and approve termination of the plans. The Debtor later withdrew the request with respect to the Buffalo China Salaried and Union Plans, after further negotiations with the PBGC. Both plans were not terminated, although the Debtor reserved the right to move to do so in the future. In May 2006, the Court entered an order granting the Debtor's uncontested motion to terminate the Oneida Plan. The PBGC and Oneida thereafter reached an agreement containing the specifics of the PBGC's claims arising from termination of the Oneida pension plan, in effect finalizing their prepetition agreement. The settlement agreement continued to provide the PBGC with a US$3 million note. The Settlement Agreement was never formally approved because of the objection of an equity committee in Oneida's case. The equity panel had objected to that part of the settlement that recited that the PBGC had a US$56,236,900 unsecured claim. The Equity Committee, claiming there was value for equity, argued that it was unfairly shut out and that an unreasonably high unsecured claim allocated to the PBGC would prejudice its position. Eventually, all parties stipulated that the claim was at least US$21,075,050. In any event, after a contested confirmation hearing in late July 2006, the Court found that there was no value for equity, that the Plan satisfied the absolute priority provisions of the Bankruptcy Code and that it could be "crammed down" against the equity. Oneida's bankruptcy plan was confirmed in August 2006 and became effective in September 2006. After confirmation, the Debtor and the PBGC entered into another stipulation relating to claims arising from termination of the Oneida Pension Plan. Shortly after the Court approved the stipulation, in October 2006, the Debtor commenced a declaratory action, seeking a finding that DRA Premiums are prepetition claims that were satisfied, along with all other PBGC claims, by the US$3 million note and were otherwise discharged in Oneida's Plan. The PBGC contended that the DRA Premiums were not "claims" and accordingly were not discharged at confirmation. In the alternative, the PBGC argued that because the liability became enforceable only after the distress termination of the pension plan, and because the distress termination occurred postpetition, the liability is at worst a postpetition claim, entitled to be paid in full as an administrative expense of the Chapter 11 case. The PBGC also asked the U.S. District Court for the Southern District of New York to withdraw the reference, on the premise (i) that the case required "consideration of both title 11 and other laws of the United States regulating organizations or activities affecting interstate commerce" (mandatory withdrawal) or, alternatively, (ii) on the basis of discretionary withdrawal of the reference. The parties agreed that the DRA premiums would be paid into an escrow account while the issue was litigated. In July 2007, the District Court declined to withdraw the reference, finding that to resolve the dispute, "the Bankruptcy Court will be required to do what it does on a routine basis: determine whether the DRA Premiums are post-petition obligations that must be paid by Oneida upon reorganization, or pre-petition 'claims' that may be discharged pursuant to the Plan of Reorganization." The Deficit Reduction Act of 2005 was signed into law on February 8, 2006. The DRA is an appropriations bill designed to reduce the deficit in connection with the 2006 fiscal-year budget. One section of the legislation amended the Employee Retirement Income Security Act of 1974 to create an additional premium for pension plans terminated as part of an in- or out- of-court restructuring. About Oneida Ltd. Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) -- http://www.oneida.com/-- manufactures stainless steel and silverplated flatware for both the Consumer and Foodservice industries, and supplies dinnerware to the foodservice industry. Oneida also supplies a variety of crystal, glassware and metal serveware for the tabletop industries. The Company has operations in the United States, Canada, Mexico, the U.K., and Australia. The Company and its eight affiliates filed for Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case No. 06-10489). On May 12, 2006, Judge Gropper approved the Debtors' disclosure statement. Their pre-negotiated plan of reorganization was confirmed on Aug. 31, 2006. The company emerged from Chapter 11 on Sept. 15, 2006, as a privately held company. * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 --------------------------------------------------------------- In Re Jammin Investments LLC, dba Quizno's Sub Bankr. D. Ariz. Case No. 09-06743 Chapter 11 Petition filed April 7, 2009 See http://bankrupt.com/misc/azb09-06743p.pdf See http://bankrupt.com/misc/azb09-06743c.pdf In Re Rose Marie Boyd aka Rose Marie Espinoza Boyd Bankr. D. Conn. Case No. 09-20909 Chapter 11 Petition filed April 7, 2009 Filed as Pro Se In Re Mary M. Adeleke Bankr. S.D. Fla. Case No. 09-16347 Chapter 11 Petition filed April 7, 2009 See http://bankrupt.com/misc/flsb09-16347.pdf In Re 120 Wakefield, LLC Bankr. D. N.H. Case No. 09-11201 Chapter 11 Petition filed April 7, 2009 See http://bankrupt.com/misc/nhb09-11201.pdf In Re John Alvin Messer, III aka Jack Messer dba Mattress Planet Barbara Jean Messer aka Barbara Jean Powell dba Newsite Properties Bankr. D. S.C. Case No. 09-02628 Chapter 11 Petition filed April 7, 2009 See http://bankrupt.com/misc/scb09-02628.pdf In Re Donald J. Smith aka Don Smith Bankr. C.D. Calif. Case No. 09-18187 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/cacb09-18187p.pdf See http://bankrupt.com/misc/cacb09-18187c.pdf In Re The Phoenix Groupe, LLC Bankr. D. Colo. Case No. 09-16095 Chapter 11 Petition filed April 8, 2009 Filed as Pro Se In Re Newton B. Shimp, III Bankr. D. N.J. Case No. 09-18804 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/njb09-18804.pdf In Re Ram B. Gupta Bankr. D. N.J. Case No. 09-18796 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/njb09-18796.pdf In Re Eduard Baikoff Valeria Baikoff Bankr. E.D. N.Y. Case No. 09-42779 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/nyeb09-42779.pdf In Re Michael Wayne Helvey Bankr. W.D. Okla. Case No. 09-11825 Chapter 11 Petition filed April 8, 2009 Filed as Pro Se In Re Joseph T. Messina Bankr. W.D. Pa. Case No. 09-10615 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/pawb09-10615.pdf In Re Enterlife Ambulance Corporation Bankr. D. P.R. Case No. 09-02828 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/prb09-02828.pdf In Re Rodriguez & Asociados C S P Bankr. D. P.R. Case No. 09-02817 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/prb09-02817.pdf In Re Ironhorse Trailers, Inc. Bankr. E.D. Tenn. Case No. 09-12161 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/tneb09-12161p.pdf See http://bankrupt.com/misc/tneb09-12161c.pdf In Re Razor Sharp Express, LLC Bankr. E.D. Tenn. Case No. 09-12170 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/tneb09-12170p.pdf See http://bankrupt.com/misc/tneb09-12170c.pdf In Re EarthForce Industries, Inc. dba Portland Pallet & Crate Bankr. M.D. Tenn. Case No. 09-03983 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/tnmb09-03983.pdf In Re Robert Crawford Selby Bankr. M.D. Tenn. Case No. 09-03996 Chapter 11 Petition filed April 8, 2009 See http://bankrupt.com/misc/tnmb09-03996.pdf In Re Fred George Labankoff Bankr. N.D. Calif. Case No. 09-10970 Chapter 11 Petition filed April 9, 2009 Filed as Pro Se In Re William H. Trout, Jr. aka Smile Innovations Bankr. S.D. Ga. Case No. 09-40748 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/gasb09-40748.pdf In Re Reliable Transport & Recovery Services Bankr. D. Kans. Case No. 09-21031 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/ksb09-21031.pdf In Re Excel Home Care, Inc. Bankr. D. Mass. Case No. 09-41293 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/mab09-41293.pdf In Re The Retzler Development Group, LLC Bankr. D. Neb. Case No. 09-40953 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/neb09-40953p.pdf See http://bankrupt.com/misc/neb09-40953c.pdf In Re Orshy Plomenboim Bankr. D. Nev. Case No. 09-15394 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/nvb09-15394.pdf In Re Sam A. Sea Realty Partnership, LP Bankr. D. N.J. Case No. 09-18925 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/njb09-18925.pdf In Re Payne Holdings, LLC Bankr. M.D. N.C. Case No. 09-10633 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/ncmb09-10633p.pdf See http://bankrupt.com/misc/ncmb09-10633c.pdf In Re Rikk's Transport, LLC Bankr. E.D. Tenn. Case No. 09-12210 Chapter 11 Petition filed April 9, 2009 See http://bankrupt.com/misc/tneb09-12210p.pdf See http://bankrupt.com/misc/tneb09-12210c.pdf In Re Eduardo Norman Aguirre-Padilla aka Eduardo Aguirre Bankr. D. Ariz. Case No. 09-07118 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/azb09-07118.pdf In Re Spencer J. Schupbach Connie Jo Schupbach Bankr. D. Ariz. Case No. 09-07077 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/azb09-07077.pdf In Re Highwater Drive Inc., a California Corporation Bankr. C.D. Calif. Case No. 09-14106 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/cacb09-14106.pdf In Re Dung Vu Nguyen aka Devin Nguyen Bankr. N.D. Calif. Case No. 09-52686 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/canb09-52686.pdf In Re Olivia Florence Romano aka Olivia F. Zenda Bankr. M.D. Fla. Case No. 09-02785 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/flmb09-02785.pdf In Re NCA Enterprises, Inc. Bankr. S.D. Fla. Case No. 09-16603 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/flsb09-16603p.pdf See http://bankrupt.com/misc/flsb09-16603c.pdf In Re Michael Angelo Enterprises, Inc. dba Promotion Products Co. Bankr. N.D. N.Y. Case No. 09-30935 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/nynb09-30935.pdf In Re Daneeda Inc. Bankr. S.D. N.Y. Case No. 09-22566 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/nysb09-22566.pdf In Re Thruway Inn, Inc. Bankr. W.D. N.Y. Case No. 09-11524 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/nywb09-11524.pdf In Re Darrell Kent Bengson dba Daisy Hill Bed & Breakfast Bankr. M.D. Tenn. Case No. 09-04114 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/tnmb09-04114.pdf In Re West Valley Electric LLC Bankr. W.D. Wash. Case No. 09-13450 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/wawb09-13450.pdf In Re Thomas R. Pfister Amy L. Pfister Bankr. E.D. Wisc. Case No. 09-24674 Chapter 11 Petition filed April 10, 2009 See http://bankrupt.com/misc/wieb09-24674.pdf In Re Clementine's Catering, Inc. Bankr. N.D. Ala. Case No. 09-81457 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/alnb09-81457p.pdf See http://bankrupt.com/misc/alnb09-81457c.pdf In Re Atomic Pest Control LLC Bankr. D. Ariz. Case No. 09-07232 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/azb09-07232.pdf In Re E.W.J Enterprises, Inc. Bankr. D. Ariz. Case No. 09-07171 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/azb09-07171.pdf In Re John Nelson Beebe Julie Ann Beebe Bankr. D. Ariz. Case No. 09-07236 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/azb09-07236.pdf In Re Taylor Plastering, Inc. Bankr. D. Ariz. Case No. 09-07254 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/azb09-07254.pdf In Re Dynamic Brokers Bankr. C.D. Calif. Case No. 09-18572 Chapter 11 Petition filed April 13, 2009 Filed as Pro Se In Re American Salvage & Trading Corporation Bankr. M.D. Fla. Case No. 09-07157 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/flmb09-07157.pdf In Re Robert M. Osborne Donna J. Osborne Bankr. M.D. Fla. Case No. 09-07154 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/flmb09-07154.pdf In Re Reliable Foods, Inc. Bankr. D. Hawaii Case No. 09-00798 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/hib09-00798.pdf In Re A-1 Motorsports Inc. Bankr. D. Kans. Case No. 09-11021 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/ksb09-11021.pdf In Re Galina Kubrak, Inc. Bankr. D. Nev. Case No. 09-15569 Chapter 11 Petition filed April 13, 2009 Filed as Pro Se In Re Trauco, Inc. Bankr. D. Nev. Case No. 09-15516 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/nvb09-15516.pdf In Re M of M Inc. Bankr. E.D. N.Y. Case No. 09-72436 Chapter 11 Petition filed April 13, 2009 Filed as Pro Se In Re Robert Fridenberger Bankr. E.D. N.Y. Case No. 09-72432 Chapter 11 Petition filed April 13, 2009 Filed as Pro Se In Re Randy S. Stoloff Anne B. Stoloff Bankr. N.D. N.Y. Case No. 09-11274 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/nynb09-11274.pdf In Re Sulli's Supermarket, Inc. Bankr. N.D. N.Y. Case No. 09-11271 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/nynb09-11271p.pdf See http://bankrupt.com/misc/nynb09-11271c.pdf In Re Mad Lolo, LLC dba Frederick's Madison Bankr. S.D. N.Y. Case No. 09-11911 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/nysb09-11911.pdf In Re WBT Limited Bankr. N.D. Ohio Case No. 09-13086 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/ohnb09-13086.pdf In Re Genesis Educational Bilingual Center, Inc. Bankr. D. P.R. Case No. 09-02914 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/prb09-02914.pdf In Re Gordon E. Crofoot, M.D., P.A. Bankr. S.D. Tex. Case No. 09-32558 Chapter 11 Petition filed April 13, 2009 See http://bankrupt.com/misc/txsb09-32558.pdf In Re Sylvanus S. Ogburia Bankr. N.D. Ala. Case No. 09-81472 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/alnb09-81472p.pdf See http://bankrupt.com/misc/alnb09-81472c.pdf In Re The Terhaar Co., Inc. Bankr. D. Ariz. Case No. 09-07318 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/azb09-07318.pdf In Re The Acorn Fund LLC dba Flowergarden Inn Bankr. C.D. Calif. Case No. 09-11334 Chapter 11 Petition filed April 14, 2009 Filed as Pro Se In Re Tri J Systems LLC Bankr. C.D. Calif. Case No. 09-14254 Chapter 11 Petition filed April 14, 2009 Filed as Pro Se In Re Eric Paul Miessner Bankr. S.D. Calif. Case No. 09-04834 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/casb09-04834.pdf In Re Flanagan's Limited Liability Company Bankr. D. Conn. Case No. 09-30912 Chapter 11 Petition filed April 14, 2009 Filed as Pro Se In Re 400 Associates. L.P fka 823 Associates, L.P Bankr. D. Del. Case No. 09-11279 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/deb09-11279.pdf In Re T-Shirt Expressions of Boca Raton, Inc. Bankr. S.D. Fla. Case No. 09-16796 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/flsb09-16796p.pdf See http://bankrupt.com/misc/flsb09-16796c.pdf In Re Logo Gear of South Florida, Inc. Bankr. S.D. Fla. Case No. 09-16802 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/flsb09-16802p.pdf See http://bankrupt.com/misc/flsb09-16802c.pdf In Re Cotter Real Estate Inc. Bankr. N.D. Ill. Case No. 09-13258 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/ilnb09-13258.pdf In Re The Upper Crust, Inc. Bankr. N.D. Illinois Case No. 09-13295 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/ilnb09-13295.pdf In Re Propertiques, LLC Bankr. D. Mass. Case No. 09-13263 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/mab09-13263.pdf In Re Lisa J. Parker Bankr. S.D. Miss. Case No. 09-50756 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/mssb09-20756.pdf In Re Daniel Santos Bankr. S.D. N.Y. Case No. 09-22591 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/nysb09-22591.pdf In Re Oklahoma Station, Inc. Bankr. W.D. Okla. Case No. 09-11918 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/okwb09-11918.pdf In Re OSI Management Group, Inc. Bankr. W.D. Okla. Case No. 09-11919 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/okwb09-11919.pdf In Re CJM Enterprises, Inc. Bankr. W.D. Okla. Case No. 09-11920 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/okwb09-11920.pdf In Re CFR & Associates, Inc. Bankr. W.D. Okla. Case No. 09-11921 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/okwb09-11921.pdf In Re Steve Rosson Margala Rosson Bankr. W.D. Okla. Case No. 09-11922 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/okwb09-11922.pdf In Re Boulevard Apartments, LLC Bankr. E.D. Pa. Case No. 09-12735 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/paeb09-12735.pdf In Re Louis P. Pugliese dba Advanced Specialty Flooring fdba EFS Flooring System, Inc. Lisa M. Pugliese Bankr. W.D. Pa. Case No. 09-22660 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/pawb09-22660.pdf In Re Phillips Electric, Inc. Bankr. N.D. Tex. Case No. 09-42192 Chapter 11 Petition filed April 14, 2009 See http://bankrupt.com/misc/txnb09-42192.pdf In Re Nancy Nangle Bankr. D. Ariz. Case No. 09-07459 Chapter 11 Petition filed March 15, 2009 Filed as Pro Se In Re Allout Landscape Management Trust Bankr. C.D. Calif. Case No. 09-13371 Chapter 11 Petition filed April 15, 2009 Filed as Pro Se In Re Gregory Martin Young aka Sunset Manor Guest Home Bankr. E.D. Calif. Case No. 09-27113 Chapter 11 Petition filed April 15, 2009 Filed as Pro Se In Re LabaLaba, LLC Bankr. D. Conn. Case No. 09-50693 Chapter 11 Petition filed April 15, 2009 Filed as Pro Se In Re Salwa Gorges aka Salwa Virginia Gorges aka Salwa V Lewandowski Bankr. M.D. Fla. Case No. 09-04977 Chapter 11 Petition filed April 15, 2009 Filed as Pro Se In Re David B. Cohen Bankr. S.D. Fla. Case No. 09-16860 Chapter 11 Petition filed April 15, 2009 See http://bankrupt.com/misc/flsb09-16860p.pdf See http://bankrupt.com/misc/flsb09-16860c.pdf In Re Marina Bay Bar & Grill, Inc. dba Havana's on the Bay dba Marina Bay of North Bay Village, Inc. dba World Trust Holdings, Inc. dba L. Abreu Enterprises, Inc. dba World Trust Funding, LLC aka -- World Trust Property Management, LLC Bankr. S.D. Fla. Case No. 09-16852 Chapter 11 Petition filed April 15, 2009 See http://bankrupt.com/misc/flsb09-16852.pdf In Re Hoosier Feeder Company, Inc. Bankr. S.D. Ind. Case No. 09-04987 Chapter 11 Petition filed April 15, 2009 See http://bankrupt.com/misc/insb09-04987.pdf In Re Diane Vermillion Bankr. E.D. Va. Case No. 09-12897 Chapter 11 Petition filed April 15, 2009 See http://bankrupt.com/misc/vaeb09-12897.pdf In Re Goldsmit-Black, Inc. Bankr. S.D. W.V. Case No. 09-40101 Chapter 11 Petition filed April 15, 2009 See http://bankrupt.com/misc/wvsb09-40101.pdf In Re G-B Distribution Limited Liability Company Bankr. S.D. W.V. Case No. 09-40102 Chapter 11 Petition filed April 15, 2009 See http://bankrupt.com/misc/wvsb09-40102.pdf In Re Sandwich Kings LLC dba Original Suburpia Bankr. E.D. Wisc. Case No. 09-25092 Chapter 11 Petition filed April 15, 2009 See http://bankrupt.com/misc/wieb09-25092.pdf In Re David D. House Enterprises-Jordan Place, LLC Bankr. N.D. Ala. Case No. 09-41088 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/alnb09-41088p.pdf See http://bankrupt.com/misc/alnb09-41088c.pdf In Re Just B Incorporated Bankr. N.D. Ala. Case No. 09-81524 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/alnb09-81524p.pdf See http://bankrupt.com/misc/alnb09-81524c.pdf In Re JPA Furniture, Inc. Bankr. D. Ariz. Case No. 09-07585 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/azb09-07585.pdf In Re Pamela Allara Bankr. D. Ariz. Case No. 09-07595 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/azb09-07595.pdf In Re Vitaly Feygin Yelena Feygin Bankr. D. Ariz. Case No. 09-07615 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/azb09-07615.pdf In Re William A. Nichols Bankr. E.D. Calif. Case No. 09-91052 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/caeb09-91052.pdf In Re Joseph Peter Sansone aka Joseph Peter Sansone, Sr. aka Joseph Peter Sansone, Jr. Roseann M. Sansone aka Rose Sansone aka Roseann M. Sansone Bankr. D. Conn. Case No. 09-50709 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/ctb09-50709.pdf In Re Marichco, Inc. dba The Chef's Table Bankr. D. Conn. Case No. 09-50710 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/ctb09-50710p.pdf See http://bankrupt.com/misc/ctb09-50710c.pdf In Re Douglas Fritchman Marks Bankr. M.D. Fla. Case No. 09-05014 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/flmb09-05014.pdf In Re Beach Hotel, Inc. Bankr. S.D. Fla. Case No. 09-17031 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/flsb09-17031p.pdf See http://bankrupt.com/misc/flsb09-17031c.pdf In Re 502 Talbot, LLC Bankr. D. Md. Case No. 09-16690 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/mdb09-16690.pdf In Re Northwood Estates Trust Bankr. D. Mass. Case No. 09-13332 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/mab09-13332.pdf In Re Kaup Restaurant Group LLC Bankr. D. N.J. Case No. 09-19504 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/njb09-19504.pdf In Re Haylie Real Estate LLC Bankr. D. N.J. Case No. 09-19505 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/njb09-19505.pdf In Re Alan Michael Guthartz Bankr. E.D. N.Y. Case No. 09-72615 Chapter 11 Petition filed April 16, 2009 Filed as Pro Se In Re MDM Post Inc. Bankr. S.D. N.Y. Case No. 09-12342 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/nysb09-12342.pdf In Re Shah 56th Inc. Bankr. S.D. N.Y. Case No. 09-12327 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/nysb09-12327.pdf In Re David R. Bailey dba D & D Marine & Outdoors Diann C. Bailey Bankr. M.D. Tenn. Case No. 09-04294 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/tnmb09-04294.pdf In Re The Alphasign Centre, Inc. Bankr. N.D. Tex. Case No. 09-32341 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/txnb09-32341.pdf In Re Deborah K. King Bankr. E.D. Va. Case No. 09-12934 Chapter 11 Petition filed April 16, 2009 Filed as Pro Se In Re M&D 1, LLC Bankr. E.D. Va. Case No. 09-12936 Chapter 11 Petition filed April 16, 2009 Filed as Pro Se In Re Robin Lynn Neuschwander Becky Dee Neuschwander Bankr. W.D. Wash. Case No. 09-42589 Chapter 11 Petition filed April 16, 2009 See http://bankrupt.com/misc/wawb09-42589.pdf In Re Dubose Development LLC Bankr. N.D. Calif. Case No. 09-30975 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/canb09-30975.pdf In Re Old National Orthodontics Inc. Bankr. N.D. Ga. Case No. 09-70049 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/ganb09-70049.pdf In Re Jim D. Hollis, Jr. Bankr. W.D. Ky. Case No. 09-10709 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/kywb09-10709.pdf In Re Ronnie Perkins Bankr. M.D. La. Case No. 09-10514 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/lamb09-10514.pdf In Re Michael J. Gardetto Bankr. D. Mass. Case No. 09-13370 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/mab09-13370.pdf In Re Bruce D. Skoletsky Bankr. D. N.J. Case No. 09-19568 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/njb09-19568.pdf In Re Groundscapes of NC, Inc. Bankr. E.D. N.C. Case No. 09-03119 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/nceb09-03119.pdf In Re Donald Yelton Joan Yelton Bankr. W.D. N.C. Case No. 09-40314 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/ncwb09-40314.pdf In Re R & S Auto & Truck Repair, Inc. Bankr. M.D. Pa. Case No. 09-02913 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/pamb09-02913.pdf In Re Barry F. Bartusiak Bankr. W.D. Pa. Case No. 09-22747 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/pawb09-22747p.pdf See http://bankrupt.com/misc/pawb09-22747c.pdf In Re Arc Welding Store Corp. Bankr. D. P.R. Case No. 09-03069 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/prb09-03069.pdf In Re Carmelo Maldonado Velazquez Iris M. Crespo Gonzalez Bankr. D. P.R. Case No. 09-03057 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/prb09-03057.pdf In Re Jose I. Maldonado Nicolai Carmen Z. Pena Aran Bankr. D. P.R. Case No. 09-03027 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/prb09-03027.pdf In Re Southern Graces, LLC Bankr. E.D. Tenn. Case No. 09-32135 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/tneb09-32135.pdf In Re Stafford Interiors Bankr. N.D. Tex. Case No. 09-42253 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/txnb09-42253.pdf In Re Prestige Limousines, Ltd. Bankr. E.D. Wisc. Case No. 09-25274 Chapter 11 Petition filed April 17, 2009 See http://bankrupt.com/misc/wieb09-25274.pdf In Re TB Smith Trucking, Inc. Bankr. S.D. Iowa Case No. 09-01831 Chapter 11 Petition filed April 18, 2009 See http://bankrupt.com/misc/iasb09-01831.pdf In Re American Box Company Bankr. E.D. Tenn. Case No. 09-51041 Chapter 11 Petition filed April 18, 2009 See http://bankrupt.com/misc/tneb09-51041.pdf In Re CAM Recycling & Materials, Inc. Bankr. E.D. Wisc. Case No. 09-25303 Chapter 11 Petition filed April 18, 2009 See http://bankrupt.com/misc/wieb09-25303.pdf In Re APHI Group, LLC d/b/a Legacy Academy for Children Bankr. N.D. Ga. Case No. 09-70094 Chapter 11 Petition filed April 19, 2009 See http://bankrupt.com/misc/ganb09-70094.pdf In Re Infinity IV, LLC Bankr. S.D. N.Y. Case No. 09-22628 Chapter 11 Petition filed April 19, 2009 See http://bankrupt.com/misc/nysb09-22628.pdf In Re ATDrag, Inc. Bankr. S.D. Ala. Case No. 09-11769 Chapter 11 Petition filed April 20, 2009 See http://bankrupt.com/misc/alsb09-11769.pdf In Re Philip's Custom Cabinets, LLC Bankr. M.D. Ga. Case No. 09-40472 Chapter 11 Petition filed April 20, 2009 See http://bankrupt.com/misc/gamb09-40472.pdf In Re Melvin Conrad Delores Conrad Bankr. D. Md. Case No. 09-16903 Chapter 11 Petition filed April 20, 2009 See http://bankrupt.com/misc/mdb09-16903.pdf In Re NovaSource, Inc. Bankr. E.D. Mo. Case No. 09-43542 Chapter 11 Petition filed April 20, 2009 See http://bankrupt.com/misc/moeb09-43542.pdf In Re SJPB, Inc. Bankr. S.D. N.Y. Case No. 09-22635 Chapter 11 Petition filed April 20, 2009 Filed as Pro Se In Re Peterson Imaging, Inc. Bankr. E.D. Pa. Case No. 09-12866 Chapter 11 Petition filed April 20, 2009 See http://bankrupt.com/misc/paeb09-12866.pdf In Re Edward J. Mentell, Jr. Bankr. W.D. Wisc. Case No. 09-12518 Chapter 11 Petition filed April 20, 2009 See http://bankrupt.com/misc/wiwb09-12518.pdf ********* 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. Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo B. 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 ***