/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090507.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, May 7, 2009, Vol. 13, No. 125 Headlines 1248 NORTH LAUREL: Case Summary & 10 Largest Unsecured Creditors 290 @ 71 LLC: Case Summary & 9 Largest Unsecured Creditors ABA INC: Case Involuntary Chapter 11 Case Summary ACCREDITED HOME: Wants Pachulski Stang as Bankruptcy Co-Counsel ACCREDITED HOME: Starts Lease Rejection As Part of WindDown ADALTIS INC: Seeks More Financing, Raises Going Concern Doubt AFFILIATED FOODS: Files for Chapter 11 Bankruptcy Protection AFFILIATED FOODS: Case Summary & 20 Largest Unsecured Creditors AGT CRUNCH: Files Chapter 11 to Sell to NEFC & Angelo ALF RE PTAH: Voluntary Chapter 15 Case Summary AMARAVATHI LIMITED: List of Creditors Holding Unsecured Claims AMARAVATHI LIMITED: Taps Diamond McCarthy as Bankruptcy Counsel AMERICAN INT'L: $5 Billion Net Loss Expected in First Quarter AMERISTAR CASINOS: Moody's Affirms 'Ba3' Corporate Family Rating AP-PRESCOTT: Involuntary Chapter 11 Case Summary ARENA MANAGEMENT: Case Summary & 40 Largest Unsecured Creditors ASTER GROUP: Voluntary Chapter 11 Case Summary ATLAS PIPELINE: Moody's Downgrades Default Rating to 'B3' BANK OF AMERICA: Stress Test Shows $35-Bil. Capital Deficit BAYOU GROUP: Ch. 11 Trustee Isn't Required to Replace Receiver BERNARD L MADOFF: Picard Wants Ch. 7 Case Combined With SIPA Case BERNARD L. MADOFF: Used Ponzi Funds for Family Expenses BERNARD L. MADOFF: Protecting Others Involved in Ponzi Scheme C & J LAND: Involuntary Chapter 11 Case Summary CARLEE MARK CHASTAIN: Case Summary & 20 Largest Unsec. Creditors CELSIUS HOLDINGS: Seeks Funding, Raises Going Concern Doubt CENTRAL ILLINOIS: Involuntary Chapter 11 Case Summary CHARTER COMMUNICATIONS: Court Approves Disclosure Statement CHESAPEAKE CORP: Completes $485 Mil. Asset Sale to Investor Group CHRYSLER LLC: U.S. Trustee Names 11-Member Creditors Committee CHRYSLER LLC: Hedge Funds Named; Fiat Deal Has Legal Questions CHRYSLER LLC: Court Approves Fiat-Led Auction for Business CHRYSLER LLC: Proposes to Pay Prepetition Suppliers Claims CHRYSLER LLC: To Pay $277-Mil. to Shippers, Tooling Suppliers CHRYSLER LLC: Non-Tarp Lenders Oppose Payment for Sales, Use Taxes CHRYSLER LLC: Gets Interim Authority to Honor Customer Programs CHRYSLER LLC: Proposes to Keep Cash Management System CHRYSLER LLC: Closing Five Plants as Part of Bankruptcy CHRYSLER LLC: Reached Initial Pact With Kia Before Courting Fiat CHRYSLER LLC: BCBSM and BCN Launch Web Sites for Health Care CHRYSLER LLC: Proposes to Continue Workers Compensation Programs CHRYSLER LLC: Strattec Discloses $2.7 Million Receivables CHRYSLER LLC: Bankruptcy Won't Affect Moody's Rating on Stoneridge COLLIER B. GLADIN: Case Summary & 15 Largest Unsecured Creditors COMMERCIAL VETURES: Case Summary & 1 Largest Unsecured Creditor CONDO TIMES: Case Summary & 18 Largest Unsecured Creditors CONSECO FUNDING: Moody's Junks Ratings on $75 Mil. Notes COWLEY CONTAINER: Case Summary & 20 Largest Unsecured Creditors COYOTES HOCKEY: Files Ch. 11 to Sell, Move Gretzky Team to Canada COYOTES HOCKEY: Case Summary & 40 Largest Unsecured Creditors CROWN AMERICAS LLC: S&P Assigns 'BB-' Rating on $250 Mil. Notes CROWN AMERICAS CAPITAL: S&P Puts 'BB-' Rating on $250 Mil. Notes CRUCIBLE MATERIALS: Case Summary & 20 Largest Unsecured Creditors DAVID DEFRANCO: Case Summary & 14 Largest Unsecured Creditors DESERT HIGHLANDS: Case Summary & 5 Largest Unsecured Creditors DHP HOLDINGS: Court OKs Sale Process for Trademarks & Int'l Units DHP HOLDINGS: Wants Plan Filing Period Extended to August 26 DONALD JOE GIBSON: Case Summary & 20 Largest Unsecured Creditors DOUGLAS P. KUDELKA: Case Summary & 14 Largest Unsecured Creditors ENDEAVOUR HIGHRISE: Case Summary & 20 Largest Unsecured Creditors FORD MOTOR: Three Firms Bid for Volvo Unit GARDNER APARTMENTS: Case Summary & 6 Largest Unsecured Creditors GENERAL GROWTH: Releases 1st Quarter 2009 Results GENERAL MOTORS: Renault Eyeing Saturn; Geely Bids for Saab Unit GLOBAL GROUP: Case Summary & 20 Largest Unsecured Creditors GOLDEN CROSSING: Moody's Downgrades Senior Secured Rating to 'B1' GSCP LP: Failure to Pay Principal Loan Cues S&P's 'D' Rating GUROSA CORPORATION: Case Summary & 6 Largest Unsecured Creditors HEALTH NET: S&P Affirms Counterparty Credit Rating at 'BB' HILL COUNTRY GALLERIA: Files for Chapter 11 Bankruptcy Protection HENDRIX RECYCLING: Voluntary Chapter 11 Case Summary HERSCHEL GLENN BURGESS: Case Summary & 17 Largest Unsec. Creditors HILL COUNTRY: Case Summary & 20 Largest Unsecured Creditors HOST HOTELS: S&P Assigns 'BB+' Rating on $350 Mil. Notes HOUSTON REAL ESTATE: Voluntary Chapter 11 Case Summary JENNIFER NGUYEN: Case Summary & 11 Largest Unsecured Creditors JOHN LAWRENCE JONES: Case Summary & 20 Largest Unsecured Creditors JUDY ANN JENSEN: Case Summary & 8 Largest Unsecured Creditors LISBON VALLEY: Involuntary Chapter 11 Case Summary MANDRA FORESTRY: Moody's Cuts Corporate Family Rating to 'Ca' MARGAUX ROCKPORT: Voluntary Chapter 11 Case Summary MARSHALL W. CRISS: Case Summary & 20 Largest Unsecured Creditors MARY SCHOOLER: Involuntary Chapter 7 Case Summary MAXUM PETROLEUM: S&P Raises Corporate Credit Rating to 'B+' MCD PROPERTIES: Case Summary & 6 Largest Unsecured Creditors MDC ROCKPORT: Voluntary Chapter 11 Case Summary METOKOTE'S CORPORATION: Weak Liquidity Cues Moody's Junk Rating MGM MIRAGE: Contributes $12,931,000 to IKM Joint Venture MIDWAY GAMES: Proposes July 15 Bar Date for Proofs of Claim MILACRON INC: Pens Definitive Deal to Sell Assets for $175 Mil. MONT BELVIEU: Case Summary & 4 Largest Unsecured Creditors NALCO CO: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes NALCO CO: S&P Assigns 'BB-' Rating on Proposed $300 Mil. Notes NORWOOD PROMOTIONAL: Case Summary & 30 Largest Unsecured Creditors OBERLIN PLAZA ONE: Case Summary & 14 Largest Unsecured Creditors OWENS ILLINOIS: Moody's Affirms 'Ba3' Corporate Family Rating PACIFIC ENERGY: Court Sets June 23 General Claims Bar Date PACIFIC ENERGY: Files Schedules of Assets and Liabilities PAUL NORMAN: Case Summary & 20 Largest Unsecured Creditors PEARLAND WESTSIDE: Case Summary & 12 Largest Unsecured Creditors PHILLIP DOUGLAS YOUNG: Voluntary Chapter 11 Case Summary PIKE PLACE OFFICE: Voluntary Chapter 11 Case Summary PILGRIM'S PRIDE: Court Approves June 1 Claims Bar Date PILGRIM'S PRIDE: May Be Solvent, Court Says; Equity Panel Okayed PILGRIM'S PRIDE: Seeks Appointment of Fee Review Committee PILGRIM'S PRIDE: To Sell Douglas, El Dorado Units; Bids Due May 15 PILGRIM'S PRIDE: To Set Off Debts with Tyson Foods, Twin River PIZZA JUNCTION: Case Summary & 20 Largest Unsecured Creditors PRIME GROUP REALTY: Amends Citicorp Loan, Inks Forbearance Pact QUEBECOR WORLD: Files Amended Plan and Disclosure Statement RATHGIBSON INC: Delay in Filing Report Cues S&P's Junk Rating REAL COMET: Case Summary & 4 Largest Unsecured Creditors RECOVAR GROUP: Case Summary & 20 Largest Unsecured Creditors RICHARD A. DEMONBREUN: Case Summary & 20 Largest Unsec. Creditors RIVER VALLEY RANCH: Case Summary & 9 Largest Unsecured Creditors ROBBINS BROS: Court Okays Sale of All Assets to RB Jewelry SAN MATEO COUNTY: Will Ask for Federal Aid to Cover Losses SCOTTISH RE: Ernst & Young Raises Going Concern Doubt SHAWSHANK LTD: Voluntary Chapter 11 Case Summary SILGAN HOLDINGS: S&P Assigns 'BB+' Rating on $200 Mil. Notes SITHE/INDEPENDENCE FUNDING: Moody's Confirms 'Ba2' Senior Rating SKY INN HOTELS: Case Summary & 20 Largest Unsecured Creditors SMITTY'S BUILDING: Files 2nd Amended Plan and Disclosure Statement SOLUTIA INC: Posts $4 Million Consolidated 1st Quarter Loss SOTHEBY'S INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB-' SOURCE INTERLINK: Plan Confirmation Hearing Slated for May 28 SPECTRUM BRANDS: 8 Remaining Debtors File Schedules & Statements SPECTRUM BRANDS: Court Approves Ernst & Young Engagement SPECTRUM BRANDS: Equity Panel's Bid to Hire Allen & Co. Dismissed SPECTRUM BRANDS: Equity Panel Can Hire Jackson Walker as Counsel SPECTRUM BRANDS: Hearing Today on Equity Panel Bid to Hire Alston SPECTRUM BRANDS: United Industry Files Schedules and Statement SPECTRUM BRANDS: United Pet's Unit Files Schedules and Statement STALLION OILFIELD: S&P Junks Ratings; Kirkland Hired STAAR SURGICAL: Posts $1.7 Million Net Loss for April 3 Quarter STOCK BUILDING: Case Summary & 30 Largest Unsecured Creditors TEKOIL & GAS: Wants to Borrow $23 Million from AIN Abu Dhabi THORNBURG MORTGAGE: Taps Epiq Bankruptcy as Notice & Claims Agent THORNBURG MORTGAGE: Proposes Protiviti as Financial Advisor THORNBURG MORTGAGE: Wants Orrick Herrington as Special Counsel THORNBURG MORTGAGE: Wants Venable LLP as Bankruptcy Counsel TH PROPERTIES: Seeks 30-Day Delay of SALs and SOFAs Deadline TROPICANA ENTERTAINMENT: Icahn Lends $150MM for Ch. 11 Exit TRUMP ENTERTAINMENT: U.S. Trustee Says Weil May Have Conflict US SHIPPING: Moody's Withdraws 'Ca' Corporate Family Rating VERMEER OF TENNESSEE: Case Summary & 20 Largest Unsec. Creditors VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating VICTORIA LEIGH SPROUSE: Case Summary & 20 Largest Unsec. Creditors VICTORY PARK BAPTIST: Voluntary Chapter 11 Case Summary VILLAGES OF GREEN: Case Summary & 5 Largest Unsecured Creditors WARD CORP: Files for Chapter 11 Bankruptcy Protection WESTCARE MASSACHUSETTS: Files for Chapter 11 Bankruptcy Protection YOUNG BROADCASTING: Court Sets June 5 General Claims Bar Date ZION EVANGELICAL: Case Summary & 6 Largest Unsecured Creditors * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 ********* 1248 NORTH LAUREL: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: 1248 North Laurel Investors, LLC P.O. Box 7198 Incline Village, NV 89451 Bankruptcy Case No.: 09-51358 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Stephen R. Harris, Esq. Belding, Harris & Petroni, Ltd 417 W. Plumb LN Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 Email: steve@renolaw.biz 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/nvb09-51358.pdf The petition was signed by Steve Rosenthal, co-manager of the Company. 290 @ 71 LLC: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: 290 @ 71 LLC 9606 North MoPac, Suite 125 Austin, TX 78759 Bankruptcy Case No.: 09-11156 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Volente Marina Real Estate, LLC 09-11159 Volente Waterfront, LLC 09-11160 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Eric J. Taube, Esq. Hohmann, Taube & Summers, L.L.P. 100 Congress Ave. Suite 1800 Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 Email: erict@hts-law.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 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txwb09-11156.pdf The petition was signed by M. Buckner Baccus, managing member of the Company. ABA INC: Case Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: ABA, Inc. dba Heartland Homes c/o Joseph Abraham 625 South 6th Street Las Vegas, NV 89101 Case Number: 09-33053 Involuntary Petition Date: May 5, 2009 Court: Southern District of Texas (Houston) Judge: Jeff Bohm Petitioners' Counsel: John C. Hampton, Esq. 17918 Western Pass Houston, TX 77095 Tel: (281) 386-9959 Fax: (281) 858-6781 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Barbara Mora investment $322,073 1165 Washington Ave. Winter Park, FL 32789 Meredith Neill investment $322,073 1165 Washington Ave. Winter Park, FL 32789 Lisa Quinn investment $62,292 9007 Alice Ridge Gothan, FL 34734 ACCREDITED HOME: Wants Pachulski Stang as Bankruptcy Co-Counsel --------------------------------------------------------------- Accredited Home Lenders Holding Co. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Pachulski Stang Ziehl & Jones as co-counsel. PSZ&J will: a. provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of the Debtors' businesses and management of their property; b. prepare on behalf of the Debtors any necessary applications, motions, answers, orders, reports, and other legal papers; c. appear in Court on behalf of the Debtors; d. prepare and pursue confirmation of a Plan and approval of a disclosure statement; and e. perform other legal services for the Debtors that may be necessary and proper in the Chapter 11 proceedings. The hourly rates of PSZ&J personnel are: Laura Davis Jones $795 James E. O'Neil $535 Timothy P. Cairns $395 Mark M. Bilion $325 Monica A. Molitor $225 Louise Tuschak $215 Ms. Jones tells the Court that PSZ&J received $30,195 in connection with its prepetition representation of the Debtors. Ms. Jones assures the Court that PSZ&J is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Ms. Jones can be reached at: Pachulski Stang Ziehl Young Jones 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 About Accredited Home Lenders Headquartered in San Diego, California, Accredited Home Lenders Holding Co. -- http://www.accredhome.com/-- offers sub-prime mortgage products for wholesale mortgage brokers. The Company and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). The Debtors propose to employ Hunton & Williams LLP as their bankruptcy counsel; Meade Monger as chief restructuring officer; and Michael Murphy as chief administrative officer. The Debtors' assets range from $10 million to $50 million and its debts from $100 million to $500 million. ACCREDITED HOME: Starts Lease Rejection As Part of WindDown ----------------------------------------------------------- Accredited Home Lenders and its debtor-affiliates are parties to various real property leases for their headquarters in San Diego, California and various offices located throughout the United States. As Accredited Homes began winding down its businesses, all of the offices other than the headquarters and certain related warehouse and IT buildings were closed prepetition. Further, effective May 1, 2009, the Debtors moved their last employees from their former headquarters office complex to a smaller, less expensive facility. Pre-bankruptcy, the Debtors attempted to find subtenants or assignees for these leases, but given the recent decline in real estate markets, most if not all these leases are above-market, and the Debtors could not find anyone willing to pay a premium for the leases. By this Motion, the Debtors ask the U.S. Bankruptcy Court for the District of Delaware for permission to reject various prepetition real property leases and to abandon the Debtors' property remaining at the leased premises. The Debtors, in the exercise of their business judgment, have determined that all leases with respect to closed offices, well as certain subleases, are not necessary or beneficial to their continued operations, and that rejection of in the best interest of the Debtors and their estates. The Debtors also ask for authority to abandon any personal property or other property remaining on the premises that are subject to the leases. A full-text copy of the list of leases is available for free at: http://bankrupt.com/misc/ACCREDITEDHOME_Lease.pdf About Accredited Home Lenders Headquartered in San Diego, California, Accredited Home Lenders Holding Co. -- http://www.accredhome.com/-- offers sub-prime mortgage products for wholesale mortgage brokers. The Company and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). The Debtors propose to employ Hunton & Williams LLP as their bankruptcy counsel; Meade Monger as chief restructuring officer; and Michael Murphy as chief administrative officer. The Debtors' assets range from $10 million to $50 million and its debts from $100 million to $500 million. ADALTIS INC: Seeks More Financing, Raises Going Concern Doubt ------------------------------------------------------------- Adaltis Inc. said there is significant doubt about its ability to continue as a going concern in light of significant operating losses incurred in past years and its difficulty in generating revenues and in attaining positive cash flows from operations. Adaltis said its ability to realize its assets and discharge its liabilities depends on its ability to generate revenues and positive earnings and realize its strategic operating plans and budgets. Adaltis also said its ability to continue as a going concern depends on its ability to obtain additional financing to meet its cash requirements as necessary. Over the past year, Adaltis has completed several financings and has restructured its operations to substantially reduce expenses going forward. Management is continuing its efforts to obtain additional financing as necessary. However, Adaltis has no assurance that it will be able to realize its strategic operating plans and budgets and generate revenues. As a result, it will require additional financing and there is no assurance that Adaltis will be able to obtain additional financing, when required. On May 5, 2009, Adaltis reported first quarter 2009 financial results. Adaltis said revenue for the three-month period ended March 31, 2009, was C$6.2 million, a C$1.6 million, or 35% increase compared to C$4.6 million for the same period in 2008. Increased sales of C$400,000 from Eclectica(tm) and increased sales of C$900,000 in infectious disease product lines were partially offset by a decrease of C$500,000 in sales of other product lines. Foreign exchange fluctuations had an overall favorable impact of C$800,000 on the Company's revenue. Adaltis posted a net loss for the quarter of C$6.6 million, or C$0.06 on a basic and diluted per share basis compared to a net loss of C$9.3 million, or C$0.14 on a basic and diluted per share basis for the same quarter last year. The Company said revenue of C$6.2 million for the quarter ended March 31, 2009 was C$1.3 million below the C$7.5 million reported for the quarter ended December 31, 2008. The net loss for the quarter was C$6.6 million, a significant reduction from the C$14.6 million reported in the quarter ended December 31, 2008, which included approximately C$5.2 million in one-time costs and costs related to restructuring. "In the first quarter of 2009, Adaltis has achieved solid revenue growth from continuing operations", said Peter Bambic, President and Chief Executive Officer of Adaltis. "Revenue grew 35% compared to the first quarter of 2008, primarily on the strength of our infectious disease microplate product-line and Eclectica(tm) instruments in all focus geographies as well as a positive foreign exchange impact". Mr. Bambic added, "The controlled re-launch of Eclectica(tm) continues to meet our internal expectations and preliminary results from our external evaluations are positive. First quarter revenues also benefited from the realization of multiple infectious disease tenders awarded to the Corporation throughout 2008. We are confident these trends will continue during the remainder of the year". Mr. Bambic concluded that "We believe first quarter results indicate that the Corporation's strategy of focusing on high quality immunoassay and infectious disease IVD products, manufactured in a low-cost environment, and promoted by direct and distributor sales teams is beginning to see traction in the emerging markets that comprise the focus of our efforts". On March 20, 2009, the Company signed a new C$9.4 million credit facility with a Canadian chartered bank. This new credit facility bears interest at the bank's prime rate less 1% and matures on February 23, 2012. The new credit facility will then be extendable for additional one-year periods to a maximum of four renewals. The new credit facility replaces the previous facility with the same Canadian bank secured by the Company's Asset-Backed Commercial Paper notes. Cash and cash equivalents were C$3.7 million as at March 31, 2009. The re-launch of EclecticaTM has taken longer than originally anticipated due to the decision to implement a controlled re- launch rather than a full market re-launch. This, coupled with a downturn in economic activity worldwide and the number of credit related issues, has resulted in a significant depletion of the Corporation's cash resources. The significant volatility in the capital markets and the current challenges for companies such as Adaltis to access markets for financing, Adaltis is in discussion with certain parties to provide additional financing to ensure continuing operations beyond May 2009. No definitive agreements with potential investors have been reached yet and there can be no assurance that such agreements will be reached. The number of outstanding shares as at March 31, 2009, was 110,221,874 (110,221,874 as at December 31, 2008). As of March 31, 2009, the Company had C$94.2 million in total assets, C$13.0 million in bank debt, C$34.5 million in total long- term debt, and C$19.2 million in shareholders' equity. Headquartered in Montreal, Canada, Adaltis Inc. (TSX: ADS) -- http://www.adaltis.com/-- is an international in-vitro diagnostic company. Adaltis develops, manufactures and markets in-vitro diagnostic systems and reagent products to detect viral infections, diagnose immune system diseases, and measure human hormone responses. AFFILIATED FOODS: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Zack Stovall at Arkansas News Bureau reports that Affiliated Foods Southwest Inc. said it has filed for Chapter 11 bankruptcy protection. Court documents say that Affiliated Foods listed $10 million to $50 million in assets and $100 million to $500 million in debts. According to Arkansas News, Affiliated Foods spokesperson Al Miller said that the Company laid off on Tuesday about half of the 530 workers at its distribution center in Little Rock, Arkansas. Mr. Miller, Arkansas News states, said that the remaining jobs would likely be phased out over time. Arkansas News quoted Mr. Miller as saying, "Although we filed for chapter 11, we perceive and have taken steps toward liquidating." Citing Mr. Miller, Arkansas News relates that all of Affiliated Foods' 400 supermarkets in Arkansas, Louisiana, Mississippi, Oklahoma, Tennessee, and Texas are being sold. Mr. Miller, according to Arkansas News, said that Affiliated Foods' relations with its primary lender continued to deteriorate, forcing it to drastically reduce inventory necessary to supply its clients. Affiliated Foods Southwest Inc. is a wholesale food distribution company with its only distribution center in Little Rock. AFFILIATED FOODS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Affiliated Foods Southwest, Inc. 12103 Interstate 30 Little Rock, AR 72209 Bankruptcy Case No.: 09-13178 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Shur-Valu Stamps, Inc. 09-13183 Supermarket Developers, Inc. 09-13185 Convenience Store Supply, Inc. 09-13186 Mechanical Refrigeration and Air 09-13187 Conditioning, Inc. Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Judge: Richard D. Taylor Debtor's Counsel: Tristan Manthey, Esq. Heller Draper Hayden Patrick & Horn 650 Poydras St. 25th Floor New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 Email: tmanthey@hellerdraper.com W. Michael Reif, Esq. Dover Dixon Horne 425 W. Capitol Ave., Ste. 3700 Little Rock, AR 72201-2692 Tel: (501) 375-9151 Fax: (501) 375-6484 Email: mreif@ddh-ar.com Estimated Assets: $10 million to $50 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Turner-Coleman $2,342,766 PO Box 1000 Memphis, TN 38148 Topco Associates $1,291,488 PO Box 96002 Chicago, IL 60693 Sherwood Food Distributor $1,255,525 12499 Evergreen Rd. Detroit, MI 48228 Lone Star Consolidated $1,062,444 Food Source Procurement $959,661 Penske Truck Leasing $632,859 Philip Morris, Inc. $625,958 Pilgrim's Pride $609,814 Kraft General Foods $556,819 Watkins Company $452,544 Joshen paper & Packaging $440,370 Carolina Pride Foods Inc. $383,971 Nabisco, Inc. $379,618 Millbrook Distribution $361,963 The J.M. Smucker Company $316,391 Mead Johnson & Company $357,783 Unilever Bestfoods $298,502 General Mills Finance $297,226 Nestle Waters North American $289,663 Tom Lange Company $288,439 The petition was signed by Randy Arceneaux, president and COO of the company. AGT CRUNCH: Files Chapter 11 to Sell to NEFC & Angelo ----------------------------------------------------- AGT Crunch Acquisition LLC has reached an agreement to be acquired by its senior secured lenders, New Evolution Fitness Company and certain investing affiliates of Angelo, Gordon & Co. NEFC was founded by Mark Mastrov and Jim Rowley and provides capital, management oversight, and expertise to emerging fitness companies around the world. Mr. Mastrov and Mr. Rowley will serve as Chairman and Vice Chairman of the Board of Directors of Crunch, respectively, [upon completion of the sale], overseeing the existing senior management team of Crunch which will remain with the Company. To effect the transaction, Crunch has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York. The sale will be accomplished through a bankruptcy process that permits other interested parties to make competing offers. Subject to the approval of the Bankruptcy Court and other customary conditions, the sale is expected to close in approximately 60 days. "This process of reorganization, along with the ongoing involvement of NEFC, will allow Crunch to emerge as a strong player focused on what we have become famous for: being the place where entertainment meets fitness," said Tim Miller, CEO of Crunch. "This transaction will allow us to restructure our balance sheet and close several unprofitable locations. Mark Mastrov and Jim Rowley strongly believe in Crunch and I am confident their industry expertise, vision and leadership will prove to be invaluable as we execute our business plan going forward." Crunch said that at this time each of its locations will remain open, other than 25 Broadway and 42nd Street in Manhattan, which will close immediately. The 25 Broadway members have been transferred to the company's new location at 90 John Street, and 42nd Street members will have their memberships transferred to 38th Street or another location of their choice. The Company said it has secured sufficient capital to fund operations through its reorganization. Court documents say that NEFC and Angelo affiliates are offering to credit bid as much as $40 million that they are owed under various financing agreements with Crunch, instead of paying cash. Jacqueline Palank at The Wall Street Journal relates that the credit bid from CH Fitness Investors LLC -- the entity formed by New Evolution and the Angelo Gordon units -- of as much as $40 million would be comprised of debt on a bankruptcy loan as well as a portion of the $56.7 million Crunch owes on a prebankruptcy secured loan from CH Fitness. WSJ says that Crunch is seeking court approval of a $6 million bankruptcy loan from CH Fitness to fund its operations as it restructures. Crunch, according to WSJ, is also seeking court approval for its plans to hold an auction on June 30, at which CH Fitness would be the leading bidder. WSJ states that Crunch said that it has been incurring operating losses since 2008 due to weak membership sales and an inability to get rid of certain unprofitable club locations that have "overpriced long-term leases." WSJ relates that Crunch twice defaulted on its secured credit facility, which was originally provided by a group of lenders led by Goldman Sachs Credit Partners LP but was later sold to CH Fitness. Crunch, says WSJ, also blamed its financial troubles on its 2006 acquisition of 25 fitness clubs from Bally Total Fitness Corp. The Company claimed that Bally Total misrepresented the number of active members and didn't disclose rate-increase restrictions on those members' contracts, according to the report. The report quoted Crunch as saying, "As a result, a number of the debtors' initial financial projections turned out to be inaccurate, which in turn caused the debtors to miscalculate their working capital and capital expenditure requirements and their ability to service long term debt." WSJ reports that Crunch said it had $103.9 million in assets and $102.4 million in debts as of March 31, 2009. New Evolution Fitness Company Based in Northern California, New Evolution Fitness Company (NEFC) is a private equity firm focused on the Health and Fitness industry, providing capital and operating partnerships, management oversight, and expertise to emerging brands around the world. NEFC was founded by Mark Mastrov, an industry visionary and developer of some the world's most successful fitness brands and Jim Rowley, veteran US Marine, successful leader and long time fitness professional. Angelo Gordon Angelo, Gordon & Co. was founded in 1988 and has approximately $15 billion under management. Currently, the firm's investment disciplines encompass four main areas: (i) distressed debt and leveraged loans, (ii) real estate, (iii) private equity and special situations and (iv) a number of credit oriented hedge fund strategies. Crunch AGT Crunch Acquisition LLC is a collection of state-of-the-art health clubs that believes in making serious exercise fun by pioneering a philosophy of entertainment and fitness. Headquartered in New York City, Crunch serves its members with gyms in New York, Miami, San Francisco, Los Angeles, Chicago, and Atlanta. Renowned for creating unique programming that caters to an exceedingly diverse membership, Crunch has raised the bar for the entire fitness industry. ALF RE PTAH: Voluntary Chapter 15 Case Summary ---------------------------------------------- Chapter 15 Debtor: Alf Re Ptah El c/o Reg. Agent UPS 1977 North Olden Avenue, Ste. 240 Ewing, NJ 08619 Chapter 15 Case No.: 09-21390 Chapter 15 Petition Date: May 4, 2009 Court: District of New Jersey (Trenton) Estimated Assets: Less than $50,000 Estimated Debts: unknown AMARAVATHI LIMITED: List of Creditors Holding Unsecured Claims -------------------------------------------------------------- Amaravathi Limited Partnership and Amaravathi Keerthi, LLC, filed with the U.S. Bankruptcy Court Southern District of Texas its list of largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carpet Warehouse Trade Debt $63,735 10717 C Research Blvd. Austin, TX 78759 Wilmar Industries, Inc. Trade Debt $40,217 PO Box 404284 Atlanta, GA 30384 UCS Cleaning Specialist Trade Debt $35,128 fka Univ Cleaning Specialists 1834 Ferguson Ln., Suite 1000 Austin, TX 78754 Baker & McKenzie, LLP Legal Services $34,725 City of Austin Taxes $33,823 Benchmark Landscapes Trade Debt $27,870 Austin Titan Fire Protection Trade Debt $22,978 Brushy Creek MUD Taxes $16,939 WW Advertising Trade Debt $15,335 RASA Floors Trade Debt $13,575 A-1 Perfect Cleaning Trade Debt $11,020 The Rock Painting & Cleaning Trade Debt $9,963 JC Painting & Cleaning Trade Debt $9,500 E-Z Washer Dryer Leasing Trade Debt $8,933 Lone Star Enterprises, LLP Trade Debt $8,449 Cort Furniture Rental Trade Debt $6,686 Network Communications, Inc Trade Debt $6,588 Allied Waste Services Trade Debt $5,344 John Bergeron Construction Trade Debt $5,261 Wilson, Tindall & Associates Trade Debt $5,237 About Amaravathi Limited Partnership Headquartered in Houston, Texas, Amaravathi Limited Partnership -- -- dba Monterone Round Rock, Mansions at Steiner Ranch, Monterone Canyone Creek, Mansions on the Green II, Monterone Steiner Ranch, Mansions at Canyon Creek and Mansions on the Green I -- owns and operates four apartment complexes in Round Rock and Austin, Texas. The Company and Amaravathi Keerthi, LLC, its affiliate, filed for separate Chapter 11 on April 23, 2009 (Bankr. S.D. Tex. Case No. 09-32754). Kyung Shik Lee, Esq., at Diamond McCarthy Taylor and Finley, represents the Debtors in their restructuring efforts. The Debtors say they have assets and debts both ranging from $100 million to $500 million. AMARAVATHI LIMITED: Taps Diamond McCarthy as Bankruptcy Counsel --------------------------------------------------------------- Amaravathi Limited Partnership and Amaravathi Keerthi, LLC, ask the U.S. Bankruptcy Court Southern District of Texas for permission to employ Diamond McCarthy LLP as counsel. Diamond McCarthy will: -- advise the Debtors of their rights, powers and duties as debtors-in-possession continuing to manage their estates; -- review the nature and validity of claims asserted against the property of the Debtors and advise the Debtors concerning the enforceability of the claims; -- prepare on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and review all financial and other reports to be filed in the Chapter 11 cases; -- advise the Debtors concerning, and preparing responses to, applications, motions, complaints, pleadings, notices, and other papers that may be filed and served in the Chapter 11 cases; -- counsel the Debtors in connection with the formulation, negotiation, and promulgation of a Plan of Reorganization and related documents; and -- perform other legal services for and on behalf of the Debtors which may be necessary or appropriate in the administration of the Chapter 11 cases and the Debtors' businesses. The standard hourly rates of Diamond McCarthy personnel are: Partners $355 - $610 Senior Counsel/Counsel/Associates $210 - $510 Legal Assistants and Support Staff $100 - $180 The hourly rates of Diamond McCarthy professionals with primary responsibilities in the Chapter 11 cases are: Kyung S. Lee, partner $550 Jason M. Rudd, partner $355 Brian Abramson, associate $275 Catherine A. Burrow, paralegal $170 To the best of the Debtors knowledge, Diamond McCarthy is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Can be reached at: Diamond McCarthy Taylor and Finley 909 Fannin, Ste. 1500 Houston, TX 77010 Tel: (713) 333-5125 Fax: (713) 333-5195 About Amaravathi Limited Partnership Headquartered in Houston, Texas, Amaravathi Limited Partnership -- -- dba Monterone Round Rock, Mansions at Steiner Ranch, Monterone Canyone Creek, Mansions on the Green II, Monterone Steiner Ranch, Mansions at Canyon Creek and Mansions on the Green I -- owns and operates four apartment complexes in Round Rock and Austin, Texas. The Company and Amaravathi Keerthi, LLC, its affiliate, filed for separate Chapter 11 on April 23, 2009 (Bankr. S.D. Tex. Case No. 09-32754). Kyung Shik Lee, Esq., at Diamond McCarthy Taylor and Finley, represents the Debtors in their restructuring efforts. The Debtors say they have assets and debts both ranging from $100 million to $500 million. AMERICAN INT'L: $5 Billion Net Loss Expected in First Quarter ------------------------------------------------------------- American International Group Inc. is expected to post a $5 billion first-quarter net loss, Matthew Karnitschnig and Liam Pleven at The Wall Street Journal report, citing people familiar with the matter. WSJ notes that the expected loss is considerably smaller than the $62 billion deficit that AIG reported in the fourth quarter 2008. According to WSJ, the fourth-quarter loss was due to charges to AIG's portfolio of distressed investments, interest payments, and weakness in the Company's insurance operations. WSJ relates that AIG can manage big investment losses. It has access to $30 billion it hasn't yet touched under the government's Troubled Asset Relief Program, WSJ says. Brazilian Unit Resumes Operations According to Valor Economico, AIG has resumed operations in Brazil under the name AIU, focusing on the corporate insurance sector. Valor Economico states that AIU is a U.S. holding that counts AIG as a key partner and has been operating in Brazil for a couple of months. About American International Based in New York, American International Group, Inc. (AIG), is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. During the third quarter of 2008, requirements to post collateral in connection with AIG Financial Products Corp.'s credit default swap portfolio and other AIGFP transactions and to fund returns of securities lending collateral placed stress on AIG's liquidity. AIG's stock price declined from $22.76 on September 8, 2008, to $4.76 on September 15, 2008. On that date, AIG's long-term debt ratings were downgraded by Standard & Poor's, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service and Fitch Ratings, which triggered additional requirements for liquidity. These and other events severely limited AIG's access to debt and equity markets. On September 22, 2008, AIG entered into an $85 billion revolving credit agreement with the Federal Reserve Bank of New York and, pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000 shares of Series C Perpetual, Convertible, Participating Preferred Stock to a trust for the benefit of the United States Treasury. At September 30, 2008, amounts owed under the facility created pursuant to the Fed Credit Agreement totaled $63 billion, including accrued fees and interest. Since September 30, AIG has borrowed additional amounts under the Fed Facility and has announced plans to sell assets and businesses to repay amounts owed in connection with the Fed Credit Agreement. In addition, subsequent to September 30, 2008, certain of AIG's domestic life insurance subsidiaries entered into an agreement with the NY Fed pursuant to which the NY Fed has borrowed, in return for cash collateral, investment grade fixed maturity securities from the insurance subsidiaries. On November 10, 2008, the U.S. Treasury agreed to purchase, through its Troubled Asset Relief Program, $40 billion of newly issued AIG perpetual preferred shares and warrants to purchase a number of shares of common stock of AIG equal to 2% of the issued and outstanding shares as of the purchase date. All of the proceeds will be used to pay down a portion of the Federal Reserve Bank of New York credit facility. The perpetual preferred shares will carry a 10% coupon with cumulative dividends. AIG and the Fed also agreed to revise the existing FRBNY credit facility. The loan terms were extended from two to five years to give AIG time to complete its planned asset sales in an orderly manner. The equity interest that taxpayers will hold in AIG, coupled with the warrants, will total 79.9%. At September 30, 2008, AIG had $1.022 trillion in total consolidated assets and $950.9 billion in total debts. Shareholders' equity was $71.18 billion, including the addition of $23 billion of consideration received for preferred stock not yet issued. The Troubled Company Reporter reported on March 4, 2009, that Moody's Investors Service confirmed the A3 senior unsecured debt and Prime-1 short-term debt ratings of American International Group, Inc. AIG's subordinated debt rating has been downgraded to Ba2 from Baa1. The rating outlook for AIG is negative. This rating action follows AIG's announcement of net losses of $62 billion for the fourth quarter and $99 billion for the full year of 2008, along with a revised restructuring plan supported by the U.S. Treasury and the Federal Reserve. This concludes a review for possible downgrade that was initiated on September 15, 2008. AMERISTAR CASINOS: Moody's Affirms 'Ba3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed all of Ameristar Casinos, Inc. ratings, and revised the rating outlook to stable from negative. The outlook revision was based on the recent amendments to the company's credit facility financial covenants that alleviated concerns regarding a potential violation of the senior leverage covenant. It also reflects the substantial improvement in Ameristar's earnings and anticipates that the company will address the November 2010 expiration of its $1.4 billion revolver -- almost all of which is currently outstanding -- well before it expires. Ratings affirmed: -- Corporate Family Rating at Ba3 -- Probability of Default Rating at B1 -- Senior secured bank loan at Ba3 (LGD 3, 35%) -- Speculative Grade Liquidity rating at SGL-3 Ameristar reported a substantial EBITDA improvement in the three month period ended March 31, 2009 compared to the same period last year. The implementation of an aggressive cost cutting program combined with the incremental earnings contribution from its St. Louis expansion and the removal of loss limits in Missouri in November 2008, grew EBITDA almost 24%. Worth noting is that all of the company's properties improved in terms of absolute EBITDA growth and EBITDA margins. Although Ameristar remains exposed to weak demand trends, there are several earnings catalysts that should help the company sustain its EBITDA improvement. These include the company's Black Hawk expansion that is scheduled to open later this year and regulatory reform in Colorado that goes into effect in July 2009 allowing expanded casino operating hours and higher maximum bet limits. These earnings catalysts combined with an improved cost structure and lower development capital expenditures should make it possible for Ameristar to achieve and sustain debt/EBITDA at below 5 times. Moody's also believes that leverage should remain below 5 times despite the expectation that weak demand trends will continue. Debt/EBITDA for the latest 12-month period ended March 31, 2009 was 5.1 times. Moody's last rating action for Ameristar was on February 13, 2009 when the company's rating outlook was revised to negative from stable. The outlook revision was based on negative fiscal 2008 fourth quarter revenue trends and concerns regarding the company's ability to comply with its bank loan senior leverage covenant. Ameristar Casinos, Inc. owns and operates eight hotel/casinos in six jurisdictions. The company generates approximately $1.3 billion of consolidated net revenues. AP-PRESCOTT: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: AP-Prescott Stoneleigh Residences LP 60 Columbus Circle, 20th Floor New York, NY 10023 Case Number: 09-32819 Involuntary Petition Date: May 4, 2009 Court: Northern District of Texas (Dallas) Petitioner's Counsel: John Mark Chevallier, Esq. mchevallier@mcslaw.com McGuire, Craddock & Strother 3550 Lincoln Plaza 500 N. Akard St. Dallas, TX 75201 Tel: (214) 954-6800 Fax: (214) 954-6850 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Turner Construction Company construction $4,3741,219 2001 N. Lamar, Suite 100 Dallas, TX 75202 System Electric, Inc. construction $19,983 704 E. Central Parkway Suite 1200 Plano, TX 75074 Dee Brown, Inc. construction $239,548 4101 S. Shiloh Road Garland, TX 75041 Lasco Acoustics & Drywall Inc. construction $46,196 11050 Ables Lane Dallas, TX 75229 Capform, Inc. construction $4,741,219 1455 Halsey Way Carrollton, TX 75007 ARENA MANAGEMENT: Case Summary & 40 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Arena Management Group, LLC 9400 W. Maryland Ave. Glendale, AZ 85305 Bankruptcy Case No.: 09-09495 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: James M. Marlar Debtor's Counsel: Thomas J. Salerno, Esq. Squire, Sanders & Dempsey, LLP 40 N. Central, #2700 Phoenix, AZ 85004 Tel: (602) 528-4043 Fax: (602)253-8129 Email: tsalerno@ssd.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 40 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/azb09-09495.pdf The petition was signed by Jerry Moyes, managing member of the Company. ASTER GROUP: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Aster Group, Inc. 1719-1727 Washington Avenue Philadephia, PA 19146 Bankruptcy Case No.: 09-13369 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Debtor's Counsel: Albert A. Ciardi, III, Esq. Ciardi Ciardi & Astin, P.C. One Commerce Square 2005 Market Street Suite 1930 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 Email: aciardi@ciardilaw.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 when it filed its petition. The petition was signed by Harry Falcone, president and secretary of the Company. ATLAS PIPELINE: Moody's Downgrades Default Rating to 'B3' --------------------------------------------------------- Moody's Investors Service downgraded Atlas Pipeline Partners, L.P.'s Corporate Family Rating and Probability of Default Rating to B3 from B1, its Secured Bank Facility and Secured Term Loan to B1 from Ba2, and its Unsecured Senior Note Rating to Caa2 (LGD 5, 84%) from B3 (LGD 5, 82%). This concludes the rating review begun on March 16, 2009 reflecting weak operating performance and constrained liquidity. The rating outlook is negative. The downgrade reflects the ongoing weak operating performance, weak commodity prices, and difficult business environment. Additionally, the downgrade reflects Atlas' limited availability under its $380 million revolver, with approximately $324 million outstanding. Due to covenant restrictions, asset sales proceeds will be used primarily to reduce its $700 million term loan, with approximately $50 million used to increase liquidity. Moody's anticipates that Atlas will have covenant compliance issues and will need covenant relief for ongoing liquidity. Atlas' B3 CFR rating also reflects the considerable amount of cash raised through asset sales that will be used to repay debt and to reposition the company for the weak business environment. However, Atlas sold more stable fee-based pipeline assets leaving it more exposed to volume and commodity price risk in its primary gathering and processing activities. Prior to the Noark asset sale, approximately 20% of Atlas' gross margin was priced under fixed fee contracts, primarily the fees it earns for gathering and on NOARK; approximately 50% of Atlas' gross margin was priced under percentage of proceeds contracts; and approximately 30% of Atlas' gross margin was priced under keep-whole contracts (with some fee business), primarily volumes processed at its existing Elk City/Sweetwater system and Chaney Dell system. The negative outlook anticipates continued sector weakness as the company navigates through a difficult business environment. Moody's is concerned that Atlas' market position and tight liquidity makes it vulnerable to unanticipated events that could result in further declines in earnings and liquidity. The last rating action on Atlas was on March 16, 2009, at which time the company's B1 Corporate Family Rating and Probability of Default Rating, its Ba2 Secured Bank Facility Rating and Secured Term Loan Rating, and B3 unsecured rating were placed under review for downgrade. Atlas Pipeline Partners, L.P. is a publicly traded master limited partnership engaged primarily in the gathering, processing, and transportation segments of the midstream natural gas industry. BANK OF AMERICA: Stress Test Shows $35-Bil. Capital Deficit ----------------------------------------------------------- Regulators have told Bank of America Corp. that it must take steps to address a roughly $35 billion capital shortfall based on results of the government's stress tests, Dan Fitzpatrick and Damian Paletta at The Wall Street Journal report, citing people familiar with the matter. According to WSJ, regulators started notifying 19 financial companies subjected to the government tests of the results on Tuesday, and an official announcement is expected on Thursday. WSJ notes that the amount of capital BofA needs could exceed what it can raise through the sale of assets or more shares to the public. WSJ states that BofA may have to convert the government's preferred shares into common stock, which would then increase the bank's capital to the level mandated by regulators, but could also make the U.S. government one of its largest shareholders. WSJ says that the value of the stock held by existing shareholders likely would be sharply diluted. BofA executives, according to WSJ, objected to preliminary findings of the tests, in which the bank was told that it may need to raise more capital. WSJ states that BofA CEO Ken Lewis insisted in March and April that BofA didn't need any more capital, but last week Mr. Lewis said, "We think we're fine, but it's now out of our hands." Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk-management products and services. The company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch on January 1, 2009, Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. The bank needed the government's financial help in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Merrill Lynch owns approximately half of BlackRock, one of the world's largest publicly traded investment management companies with more than $1 trillion in assets under management. Merrill Lynch's operations are organized into two business segments: Global Markets and Investment Banking (GMI) and Global Wealth Management (GWM). As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. BAYOU GROUP: Ch. 11 Trustee Isn't Required to Replace Receiver -------------------------------------------------------------- With Ponzi schemes being discovered frequently, a decision last week from the U.S. Court of Appeals in New York is important for ruling that a Chapter 11 trustee isn't automatically required when a receiver was appointed before bankruptcy, Bill Rochelle at Bloomberg News said. In the case Adams v. Marwil (In re Bayou Group LLC), No. 07-1508, before the Second Circuit Court of Appeals (Manhattan), the U.S. Trustee unsuccessfully argued that the receiver appointed before bankruptcy was automatically ousted on the filing under Chapter 11. Bayou Group LLC owned hedge funds that turned out to be a Ponzi scheme. The Second Circuit Court of Appeals reasoned that there was no management void, and thus no need for a Chapter 11 trustee, because the receiver had been given management powers in addition to custody of the assets, Mr. Rochelle said. The Appeals Court, the report adds, also said there were no allegations that the receiver himself was incompetent or guilty of fraud. About Bayou Group Based in Chicago, Illinois, Bayou Group LLC operated and managed hedge funds. The Company and its affiliates were sent to Chapter 11 on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the benefit of defrauded investors. Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in their restructuring efforts. Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, represent the Official Committee of Unsecured Creditors. Kasowitz, Benson, Torres & Friedman LLP is counsel to the Unofficial Committee of the Bayou Onshore Funds. Sonnenschein Nath & Rosenthal LLP represents certain investors. When the Debtors filed for protection from their creditors, they reported estimated assets and debts of more than $100 million. Bayou also filed lawsuits against former investors who allegedly received fictitious profits and an inequitably large return of their principal investments. Jeff J. Marwil, Esq., at Jenner & Block, was appointed on April 28, 2006, as the federal equity receiver. As reported in the Troubled Company Reporter on April 16, 2008, Bayou Group and its debtor-affiliates delivered 47 adversary complaints to the Honorable Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for the Southern District of New York, seeking to recover certain fraudulent transfers made by investors against the Debtors. The Bayou entities include Bayou Management LLC, Bayou Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund, Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou Accredited Fund LLC. The Debtors said the adversary proceedings arose from a massive fraudulent investment scheme committed by the Bayou entities, which controlled private pooled investment hedge funds. BERNARD L MADOFF: Picard Wants Ch. 7 Case Combined With SIPA Case ----------------------------------------------------------------- Irving H. Picard, trustee for the liquidation of Bernard L. Madoff Investment Securities LLC under the Securities Investor Protection Corporation Act, 15 U.S.C. Sec. 78aaa et seq., and the Securities Investor Protection Corporation jointly ask the U.S. Bankruptcy Court for the Southern District of New York to enter an order, pursuant to 11 U.S.C. Section 105(a), substantively consolidating the Chapter 7 estate of Bernard L. Madoff into the SIPA proceeding of BLMIS. Counsel for BLMIS, David J. Sheehan, Esq., at Baker & Hostetler LLP, in New York, said, "For decades, [BLMIS] was Bernie Madoff and Bernie Madoff was BLMIS, each the alter ego of the other. This entanglement permitted Madoff, at his whim and desire, to engage in innumerable financial transactions wherein he essentially used BLMIS as his personal "piggy bank," having BLMIS pay for his lavish lifestyle and that of his family. Madoff used BLMIS to siphon funds which were, in reality, other people's money, for his personal use and the benefit of his inner circle. Plain and simple, he stole it." "As is now widely known, BLMIS received billions of dollars from customers on the pretense that it would invest those funds and generate significant and steady returns as a result of Madoff's particular investment strategy. In fact, none of that happened. Masking the fact that no securities were purchased for customers and thus no profits were ever generated, BLMIS, at Madoff's instruction, manufactured account statements that reflected the customers' deposits and withdrawals and showed the significant returns that were inexplicably guaranteed with an investment account at BLMIS. Whenever customers needed to redeem their investments, BLMIS paid them promptly as though their investments and cash were secure. In reality, Madoff simply stole other customers' money and gave it to the particular customers redeeming at that moment. Viewed another way, the funds entrusted by customers were utilized by Madoff to lull all of BLMIS's customers into the false belief that Madoff's phony scheme was indeed operating to their benefit. The grist of the BLMIS mill was customer property, the essence of a Ponzi scheme." "Thus, whenever BLMIS paid its employees, paid redemptions to customers, paid for Madoff's yachts, homes and family enterprises, it did so with the customer property entrusted to Madoff to invest through the investment advisory business of BLMIS. As will be demonstrated, Madoff simply viewed that customer property as his own to do with as he pleased and maintained no distinction between BLMIS and himself. By way of example, Madoff loaned his brother, Peter Madoff, $9 million, and funded this loan exclusively from BLMIS. As we now know, the reality of this transaction is that Peter Madoff received $9 million of customer property. In exchange, Peter Madoff made a note payable to Madoff individually, and not BLMIS. Rather than promise to pay back BLMIS, Peter Madoff promised to pay the thief, Bernie Madoff." Mr. Sheehan asserts that consolidating the two proceedings is warranted on these grounds: -- It is virtually impossible to separate Madoff's affairs from those of BLMIS. The economic entwinement of Madoff and BLMIS is so complete and thorough that it is impossible to unravel. -- Having two parallel proceedings will only result in wasted efforts and additional administrative expense, all to the detriment of those whom Madoff and BLMIS jointly victimized. Consolidating the two proceedings, however, will promote economy and efficiency. -- Because there is a total overlap between those who possess fraud claims against Madoff and those who invested with BLMIS, consolidation will not result in any prejudice to any investor. -- The largest claim in the Chapter 7 case is held by the Trustee, whether on behalf of the estate of BLMIS or on behalf of BLMIS customers, who have and will assign their claims, at least in part, to the Trustee. Having two trustees each doing essentially the same things to investigate the fraud, recover assets, and distribute them pursuant to two different distribution schemes to investors make little sense. -- Unlike a Chapter 7 trustee who is paid out of the proceeds of the liquidation -- thereby reducing the amount available to pay creditors by the amount of his fees and commissions and the fees of any attorneys, financial advisors and other professionals he retains -- all such expenses are funded by SIPC (to the extent the general estate is insufficient) in the SIPA proceeding. Accordingly, the gross amount obtained by the Trustee will be available to repay those defrauded by BLMIS and Madoff. Consolidation of the Madoff estate into the SIPA proceeding of BLMIS is necessary to ensure that the maximum possible recovery is realized for those who suffered losses because of Madoff's admitted fraud. A hearing on the proposal is on May 21. Objections are due May 14. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on Dec. 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were allegedly at least 50 billion. Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. istrict Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. Mr. Madoff, if found guilty of all counts, would be imprisoned for 150 years, but legal experts expect the actual sentence to be much lower and would still be an effective life sentence for the 70- year-old defendant, WSJ notes. Mr. Madoff, WSJ relates, would also face millions of dollars in possible criminal fines. The report says that Mr. Madoff has been free on bail since his arrest on December 11, 2008. There was no plea agreement with Mr. Madoff in which leniency in sentencing might be recommended, the report states, citing prosecutors. BERNARD L. MADOFF: Used Ponzi Funds for Family Expenses ------------------------------------------------------- Bernard Madoff used Ponzi funds from Bernard L. Madoff Investment Securities LLC to benefit family members, Amir Efrati at The Wall Street Journal reports, citing prosecutors. According to court documents, Mr. Madoff used Ponzi funds to: -- lend millions to his brother and son, -- support his relatives' business ventures, and -- pay corporate card bills of his daughter in law, sister in law, and the captain of his boat. Irving Picard, the court-appointed trustee of the Madoff firm, said in court documents, alleged that: -- Mr. Madoff placed his boat captain, his maid, and his house-sitter in Florida on the Madoff firm's payroll; -- Mr. Madoff used the Madoff firm to pay hundreds of thousands of dollars for country club memberships for himself, his wife, and one of his sons; -- the Madoff firm provided corporate cards to his son's wife and brother's wife, even though they didn't work at the firm; -- Mr. Madoff used a firm account to lend $9 million to his brother, the firm's chief compliance officer, in 2007; -- the Madoff firm also gave money to two entities owned by the Madoff family members, including $1.7 million in capital contributions to Madoff Energy Holdings LLC, owned by Andrew, Mark, and Shana Madoff; -- the Madoff firm paid out about $4.5 million to support Ruth Madoff's real-estate-related investments; -- more than $11.5 million was used to buy two yachts for the Madoff family; and -- other funds appear to have been used by Andrew Madoff to purchase an apartment. The prosecutors said that they will try to confiscate millions of dollars of assets from Mr. Madoff's wife Ruth and $32 million of loans Mr. Madoff made to his sons Andrew and Mark, WSJ states. Mr. Picard said in court documents that he is entitled under the U.S. bankruptcy code to seek the return of any customer money doled out by Mr. Madoff, including payments to family members. According to court documents, Mr. Picard is seeking billions of dollars from feeder funds, the investment firms that channeled client money to Mr. Madoff. Mr. Picard, court documents say, is trying to convince the court to consolidate court proceedings involving the liquidation of the Madoff firm and Mr. Madoff's involuntary personal-bankruptcy case. WSJ states that Mr. Picard wants to show that "it was virtually impossible to separate Madoff's affairs from those of" his firm. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on Dec. 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were allegedly at least 50 billion. Also on December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. Mr. Madoff, if found guilty of all counts, would be imprisoned for 150 years, but legal experts expect the actual sentence to be much lower and would still be an effective life sentence for the 70- year-old defendant, WSJ notes. Mr. Madoff, WSJ relates, would also face millions of dollars in possible criminal fines. The report says that Mr. Madoff has been free on bail since his arrest on December 11, 2008. There was no plea agreement with Mr. Madoff in which leniency in sentencing might be recommended, the report states, citing prosecutors. BERNARD L. MADOFF: Protecting Others Involved in Ponzi Scheme ------------------------------------------------------------- The Associated Press reports that Eleanor Squillari, Bernard Madoff's secretary for more than 20 years, said that she believes that Mr. Madoff isn't cooperating with authorities to protect others. Ms. Squillari said in NBC's "Today" that she thinks her former boss carefully orchestrated his arrest and that he is protecting others who might have been involved in his Ponzi scheme by not cooperating with investigators, The AP relates. According to The AP, Ms. Squillari spent two months helping the Federal Bureau of Investigation gather evidence against Mr. Madoff. The AP says that Ms. Squillari disclosed a conversation she had with Mr. Madoff years ago, after a client's secretary had been arrested for embezzlement. According to the report, Ms. Squillari Ms. Squillari testified that Mr. Madoff said, "You know, [he] has to take some responsibility for this. He should have been keeping an eye on his personal finances. That's why I've always had Ruth watching the books. Nothing gets by Ruth." Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on Dec. 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were allegedly at least 50 billion. Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. istrict Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. Mr. Madoff, if found guilty of all counts, would be imprisoned for 150 years, but legal experts expect the actual sentence to be much lower and would still be an effective life sentence for the 70- year-old defendant, WSJ notes. Mr. Madoff, WSJ relates, would also face millions of dollars in possible criminal fines. The report says that Mr. Madoff has been free on bail since his arrest on December 11, 2008. There was no plea agreement with Mr. Madoff in which leniency in sentencing might be recommended, the report states, citing prosecutors. C & J LAND: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: C & J Land & Cattle, Inc. c/o Joseph Abraham 625 South 6th Street Las Vegas, NV 89101 Case Number: 09-33048 Involuntary Petition Date: May 4, 2009 Court: Southern District of Texas (Houston) Judge: Wesley W. Steen Petitioner's Counsel: John C. Hampton, Esq. 17918 Western Pass Houston, TX 77095 Tel: (281) 386-9959 Fax: (281) 858-6781 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Barbara Mora investment $322,073 1165 Washington Ave. Winter Park, FL 32789 Meredith Neill investment $322,073 1165 Washington Ave. Winter Park, FL 32789 Lisa Quinn investment $322,073 9007 Alice Ridge Gothan, FL 34734 CARLEE MARK CHASTAIN: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Joint Debtors: Carlee Mark Chastain aka C Mark Chastain dba Chastain Builders Nikki Ruth Chastain aka Nikki Johnson Chastain 310 Shackleburg Road Anderson, SC 29621 Bankruptcy Case No.: 09-03468 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Judge: Chief Judge John E. Waites Debtors' Counsel: Robert H. Cooper, Esq. 3523 Pelham Road Suite B Greenville, SC 29615 Tel: (864) 271-9911 Email: bknotice@thecooperlawfirm.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 Debtors' petition, including their list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/scb09-03468.pdf The petition was signed by the Joint Debtors. CELSIUS HOLDINGS: Seeks Funding, Raises Going Concern Doubt ----------------------------------------------------------- Celsius Holdings, Inc., said it has suffered losses from operations that raise substantial doubt about its ability to continue as a going concern. The Company said its management is currently seeking new capital or debt financing to provide funds needed to increase liquidity, fund growth, and implement its business plan. However, no assurances can be given that the Company will be able to raise any additional funds. If not successful in obtaining financing, the Company will have to substantially diminish or cease its operations. Celsius Holdings posted a net loss of $1,177,930 for the three months ended March 31, 2009, compared to a net loss of $1,181,844 for the three months ended March 31, 2008. The Company had $4.04 million in total assets on $3.15 million in total debts as of March 31, 2009. Celsius Holdings has recorded net losses every quarter of operation. Celsius Holdings had an accumulated deficit of $12.6 million as of March 31, 2009. Celsius Holdings, Inc., operates in United States through its wholly owned subsidiaries, Celsius Inc., which acquired the operating business of Elite FX, Inc., through a reverse merger on January 26, 2007, and Celsius Netshipments, Inc. Celsius Inc. develops and markets healthier beverages in the functional beverage category of the beverage industry. Celsius was Elite's first commercially available product. Celsius is a beverage that burns calories. Celsius Netshipments distributes the Celsius beverage via the Internet. Prior to the January 2007 merger, the Company was in the exploration stage with its activities limited to capital formation, organization, development of its business plan and acquisition of mining claims. CENTRAL ILLINOIS: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Central Illinois Energy Cooperative P.O. Box 111 Canton, IL 61520 Case Number: 09-81409 Involuntary Petition Date: May 1, 2009 Court: Central District of Illinois (Peoria) Judge: Thomas L. Perkins Petitioner's Counsel: Douglas S. Slayton, Esq. dslayton@hwsenergy.com 2805 Research Road, Suite 101 Champaign, IL 61822 Tel: (217) 356-3749 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ HWS Energy Partners, L.L.C. judgment & $60,900,000 2805 Research Road, Suite 101 distribution Champaign, IL 61822 gauranty Tel: (217) 356-3749 CHARTER COMMUNICATIONS: Court Approves Disclosure Statement ----------------------------------------------------------- Charter Communications, Inc. and its subsidiaries said the United States Bankruptcy Court for the Southern District of New York approved the Disclosure Statement filed in connection with the Company's proposed pre-arranged Joint Plan of Reorganization and authorized Charter to begin soliciting votes on the Pre-Arranged Plan. At Charter's confirmation hearing, the Court will consider approval of the Pre-Arranged Plan, including the reinstatement of the debt of CCO Holdings, LLC and Charter Communications Operating, LLC, both subsidiaries of Charter. Charter will soon begin the process of soliciting votes for the Pre-Arranged Plan from eligible stakeholders. The Court has set the voting deadline for June 15, 2009, for eligible stakeholders. Additionally, the Court scheduled the hearing to consider confirmation of the Pre-Arranged Plan for July 20, 2009. On March 27, 2009, Charter filed its Pre-Arranged Plan and Chapter 11 petitions in the United States Bankruptcy Court for the Southern District of New York to implement a financial restructuring, which, upon approval, would reduce the Company's debt by approximately $8 billion. Charter's Pre-Arranged Plan is supported by Paul G. Allen and his affiliates, as well as by holders of approximately 73% in principal amount of the 11.00% Senior Secured Notes due 2015 of CCH I, LLC and approximately 52% in principal amount of the 10.25% Senior Notes due 2010 and 2013 of CCH II, LLC. "We are pleased to have reached this important milestone in our financial restructuring, and now with the Court's authorization, we can begin the solicitation of stakeholder votes on our Pre- Arranged Plan," said Neil Smit, President and Chief Executive Officer. "Charter continues to remain focused on offering our customers the latest products and reliable services, including cable, Internet and phone service. We are moving forward on our financial restructuring as planned and expect to emerge as a stronger company." 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) CHESAPEAKE CORP: Completes $485 Mil. Asset Sale to Investor Group ----------------------------------------------------------------- Chesapeake Corporation has completed the sale of all the assets of its operating business to a group of investors including units of Irving Place Capital Management and Oaktree Capital Management, according to BankruptcyData.com. The Debtor, the report says, sold itself for about $485 million and is now know as Canal Corporation. Chesapeake on March 23 announced that the U.S. Bankruptcy Court for the Eastern District of Virginia in Richmond entered an order approving the sale of its operating businesses to a group of investors, including affiliates of Irving and Oaktree. About Chesapeake Corporation Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE: CSK) -- http://www.cskcorp.com/-- supplies specialty paperboard packaging products in Europe and an international supplier of plastic packaging products to niche end-use markets. The Company has 44 locations in Europe, North America, Africa and Asia and employs approximately 5,400 people worldwide. As of Dec. 31, 2007, Dimensional Fund Advisors LLP owned 7.98% of the Company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo & Company, 14.71%. Edelmann GmbH & Co. KG and Joachim W. Dziallas owned 13.5% of the company as of Sept. 19, 2008. The New York Stock Exchange suspended the listing of the Company's common stock effective Oct. 8, 2008, due to its inability to meet the global market capitalization requirements for continued listing on the exchange. Subsequently, the Company's stock began to be quoted on the over-the-counter bulletin board under the trading symbol "CSKE.PK." Chesapeake Corporation, and 18 affiliates filed Chapter 11 petitions (Bankr. E.D. Virginia, Lead Case No. 08-336642) on Dec. 29, 2008. Chesapeake has tapped Alvarez and Marsal North America LLC, and Goldman Sachs & Co. as financial advisors. It also brought along Tavenner & Beran PLC as conflicts counsel and Hammonds LLP as special counsel. Its claims agent is Kurtzman Carson Consultants LLC. The United States Trustee for Region 4 appointed seven creditors to serve on an Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. As of September 30, 2008, Chesapeake's consolidated balance sheets showed $936.4 million in total assets, including $340.7 million in current assets; and $937.1 million in total liabilities, including $469.2 million in current liabilities, resulting in $500,000 in stockholders' deficit. CHRYSLER LLC: U.S. Trustee Names 11-Member Creditors Committee -------------------------------------------------------------- Diana G. Adams, the United States Trustee for Region 2, appointed under Section 1102(a) and (b) of the Bankruptcy Code 11 unsecured creditors who are willing to serve to the Official Committee of Unsecured Creditors of Chrysler LLC and affiliated debtors-in- possession: 1. Pension Benefit Guaranty Corporation 1200 K Street NW Washington, DC 20005-4026 ATTN: Dana Cann Telephone No. (202) 326-4070 x3810 Fax No. (202) 326-4112 2. International Union, United Automobile, Aerospace & Agricultural Implement Workers of America 800 East Jefferson Avenue Detroit, MI 48214 ATTN: Niraj R. Ganatra, Esq. Telephone No. (313) 926-5216 Fax No. (313) 926-5240 3. Continental Automotive Systems, Inc. 21440 West Lake Cook Road Deer Park, IL 60010 ATTN: Bob Patton, Esq. Telephone No. (847) 862-1254 Fax No. (847) 862-8106 4. Cummins, Inc. 500 Jackson Street, M/C 60319 Columbus, IN 47201 ATTN: Tracy A. Embree Telephone No. (812) 377-1766 Fax No. (812) 377-9713 5. Ohio Module Manufacturing Co., LLC 3900 Sticknoy Avenue Toledo, OH 43608 ATTN: Hak Park Telephone No. (419) 729-6704 Fax No. (419) 729-6751 6. Magna International, Inc. 337 Magna Drive Aurora, Ontario CANADA L4G 7K1 ATTN: Jeffrey O. Palmer Telephone No. (905) 726-2462 Fax No. (905) 726-7172 7. Zanetti Chrysler Jeep Dodge 4700 Boston Road Bronx, NY 10466 ATTN: Richard Zanetti Telephone No. (718) 547-5500 Fax No. (718) 881-3018 8. DARCARS Imports, Inc. 2509 Prosperity Terrace Silver Spring, MD 20904 ATTN: Tamara Darvish, President Telephone No. (202) 374-8321 Fax No. (301) 622-4915 9. AutoNation, Inc. 110 S.E. 6th Street Fort Lauderdale, FL 33301 ATTN: C. Coleman Edmunds, Esq. Telephone No. (954) 769-2039 Fax No. (954) 769-6527 10. Desiree Sanchez c/o Schader Harrison Segal & Lewis, LLP 1600 Market Street, Suite 3600 Philadelphia, PA 19103 ATTN: Barry E. Bressler, Esq. Telephone No. (215) 751-2050 Fax No. (215) 751-2205 11. Patricia Pascale c/o Brayton Purcell LLP 222 Rush Landing Rd. Novato, CA 94948 ATTN: Alan R. Brayton, Esq. Telephone No. (415) 898-1555 Fax No. (415) 898-1247 Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Hedge Funds Named; Fiat Deal Has Legal Questions -------------------------------------------------------------- As widely reported, U.S. President Barack Obama called certain holders of Chrysler LLC's first lien debt as "speculators" in public criticism for refusing to join Chrysler's biggest banks in the government-brokered deal to wipe out Chrysler's $6.9 billion debt and move forward with an out-of-court alliance with Fiat. White & Case LLP, counsel for these dissident lenders, asked the U.S. Bankruptcy Court for the Southern District of New York to allow it to withhold the identities of its clients from the public. Under Rule 2019 of the Federal Rules of Bankruptcy Procedure, lawyers are required to disclose the names of their clients when they appear in bankruptcy cases. The non-TARP lenders, constituting debt holders who didn't receive funding in the Troubled Assets Relief Program, wanted relief from that requirement, citing dozens of death threats after they have been chastised by President Obama. The non-TARP lenders' lawyer has also claimed that public opinion has been inflamed against his clients by Michigan Governor Jennifer Granholm, who said those objecting to the Chrysler reorganization were "a few greedy hedge funds," Bloomberg's Bill Rochelle said. Judge Arthur Gonzalez, however, denied the group's request to reveal its members' identities only to the bankruptcy court. Judge Gonzalez said the lenders have no evidence that keeping their identities private would help protect them, Bloomberg reported. As a result, when White & Case filed its verified statement under FRBP Rule 2019, its list of clients was not redacted, as earlier proposed. Its clients are: Schultze Master Fund Ltd. 3000 Westchester Avenue, Ste. 204 Purchase, NY 10577 Arrow Distressed Securities Fund 3000 Westchester Avenue, Ste. 204 Purchase, NY 10577 Schultze Apex Master Fund 3000 Westchester Avenue, Ste. 204 Purchase, NY 10577 Stairway Capital Management II, L.P. 519 RXR Plaza Uniondale, NY 11556 Group G Partners LP 800 Third Avenue, 23rd Floor New York, NY 10022 GGCP Sequoia L.P. 800 Third Avenue, 23rd Floor New York, NY 10022 Oppenheimer Senior Floating Rate Fund Two World Financial Center 225 Liberty Street New York, NY 10281 Oppenheimer Master Loan Fund LLC Two World Financial Center 225 Liberty Street New York, NY 10281 Foxhill Opportunity Master Fund, LP 502 Carnegie Center Princeton, NJ 08540 According to Bloomberg, Judge Gonzalez said criticism is inherent in any bankruptcy, and President Obama shouldn't be singled out as an exceptional party given the government's involvement with Chrysler. Robert W. Hamilton, Esq., a lawyer for Chrysler, said that the threats couldn't be taken seriously, as they were postings on an Internet message board affiliated with the Washington Post. "Anyone with a passing familiarity with the hyperbolic rants on such boards on the Internet would not take such comments seriously." Some Hedge Funds Have Backed Out According to the Rule 2019 disclosure, "White & Case has represented, at various times prior to today, other Senior Lenders who have elected for various reasons to withdraw from the Chrysler Non-TARP Lenders, and is aware of other Senior Lenders who have not consented to the current proposal made by the Debtors to the Senior Lenders but who have declined to join the Chrysler Non- TARP Lenders, as a consequence of concerns stemming from publicity of these chapter 11 cases." A decreasing number of creditors remain willing to ask this Court for fair treatment under the law, said Gerard H. Uzzi, Esq., at White & Case. "The pressure on the Chrysler Non-TARP Lenders grows by the hour. For this reason, a number of lenders have sought representation in this case, but only on the condition that their identity not be disclosed publicly," the lawyer said in a motion seeking to redact the Rule 2019 disclosure. The Non-TARP lenders aver the that, as of May 5, 2009, they collectively are the beneficial owner of, or the holder or manager of, various accounts with investment authority, contractual authority or voting authority for more than $295,000,000 principal amount of the senior secured first lien debt. The first lien debt incurred by Chrysler aggregate $6.9 billion. Each of the Chrysler Non-TARP Lenders will lose money for their investors based on the current proposal made by the Debtors to the Senior Lenders, Gerard H. Uzzi, Esq., at White & Case, said. None of the Chrysler Non-TARP Lenders hold any credit default swaps or hedges with respect to their holdings of senior debt. The first-lien lenders also denied that they have refused to any concessions pre-bankruptcy. They said they offered a compromise where they would be willing to accept 60% of the $6.9 billion rather than the 29 percent, or $2 billion, offered by the government. White & Case may be contacted at: WHITE & CASE LLP 1155 Avenue of the Americas New York, New York 10036-2787 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 Legality of Fiat Deal Questioned According to Mr. Uzzi, on April 30, the first time a U.S. President made a national address announcing a Chapter 11 filing, President Obama singled out creditors who did not agree to the government's intentions regarding Chrysler, which includes paying billions of dollars to unsecured creditors while paying first-lien secured creditors less than thirty cents on the dollar. The President publicly chastised these secured creditors for having the temerity to enforce their constitutional rights in this court of law, branding them as "speculators," making clear that "I don't stand with them." Mr. Uzzi asserts that the President's remarks announcing the bankruptcy filing are merely "the most public in a series of steps undertaken by the current administration to subvert the rule of law by forcing Chrysler stakeholders to agree to a sub rosa plan of reorganization which wholly ignores time honored bankruptcy principles." Ann Woolner, in a commentary at Bloomberg, said that the Fiat- Chrysler deal may be good for the economy, but the Chrysler deal with Fiat, which is to be accomplished under Section 363 of the Bankruptcy Code, is not "legal." The non-TARP lenders, which constitute the minority, assert that paying billions to unsecured creditors violates the rules of priority in bankruptcy because they are to receive only $2 billion, which they say is the "rough equivalent" of what they would realize in liquidation, Mr. Rochelle said. Under Chrysler's bankruptcy package, secured lenders holding $6.9 billion will only recover 30%. Some unsecured creditors, which are of lower rank to the secured lenders, however, will receive payments in the U.S. government and Fiat-backed plan for Chrysler. The plan "would bulldoze well-established rights of secured creditors, property rights the U.S. Constitution guarantees," Ms. Woolner says. Section 1129(b)(2) of the Bankruptcy Code, known as the "absolute priority rule", provides that a plan under Chapter 11 is "fair and equitable" with respect to a dissenting impaired class of claimants if the creditors in the class receive or retain property of a value equal to the allowed amount of their claims or, failing that, no creditor of lesser priority, or shareholder, receives any distribution under the plan. The non-TARP lenders said improper payments to junior creditors include $5.3 billion going to trade suppliers, $4.5 billion for warranty claims and employee wages, $9.8 billion for workers' benefits, and $5 billion toward under-funded pensions. According to Ms. Woolner, a Sec. 363 sale is perfectly legal when a sound business reason demands it and when it isn't reorganization in disguise. But she says that the transaction appears to be aimed at resolving creditors claims and may be sub rosa plan of reorganization, a secret reordering dressed up to look like a sale, which is forbid by bankruptcy law. Regardless if the Chrysler-Fiat transaction doesn't appear to be a true sale or whether it appears to favor junior creditors over senior creditors, the bankruptcy judge may still end up approving the deal, Ms. Woolner says. "There's an enormous momentum in favor of the government plan," Ms. Woolner quoted Jay Westbrook, who teaches bankruptcy law at the University of Texas, as saying. In response to questions of whether the "absolute priority rule" will kill the sale, Jim McCafferty, in an article, points to Chrysler's opening memorandum which focused on the US Supreme Court's classic pronouncement in NLRB v. Bildisco & Bildisco, 465 U.S. 513, 528 (1984), where the Court stated that the "fundamental purpose of reorganization is to prevent the debtor from going into liquidation, with an attendant loss of jobs and possible misuse of economic resources." This principle, Chrysler argues, is paramount and (quoting NY's judicial patriarch, Bankruptcy Judge Lifland, in the old Eastern Airlines case) "all other bankruptcy policies are subordinated" to it. Mr. McCafferty, on the other hand, says that a Supreme Court pronouncement that would favor the Non-Tarp lenders is Raleigh v. Ill. Dep't of Rev., 530 U.S. 15, 24-25 (2000) (argued in victory by now Chicago Bankruptcy Judge Ben Goldgar), where the Court stated: Bankruptcy courts are not authorized in the name of equity to make wholesale substitution of underlying law controlling the validity of creditors' entitlements, but are limited to what the Bankruptcy Code itself provides. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Court Approves Fiat-Led Auction for Business ---------------------------------------------------------- Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the Southern District of New York approved the proposed sale process for Chrysler LLC's operating assets. Under the Court-approved process, Chrysler would transfer its assets to a new company in which Italy's Fiat SpA would initially hold a 20% stake, absent higher and better bids at an auction on May 27. Bids will be due May 20. Chrysler will return to the Court to seek approval of the results of the auction at a hearing also on May 27. Judge Gonzalez, according to Bloomberg, also approved a $35 million breakup fee for Fiat if it's outbid at the auction. Chrysler's financial adviser, Greenhill & Co., said the Fiat offer was fair and the only deal available to Chrysler. Judge Gonzalez concluded the hearing on 11 p.m. on May 5, overruling objections by a dissident group of first-lien lenders. The group has been blamed by President Barack Obama for Chrysler's bankruptcy filing after they refused to support an out-of-court restructuring plan backed by Fiat and the U.S. and Canadian government. Judge Gonzalez denied the request of the "non-TARP lenders" who constitute a minority of the first-lien lenders -- majority of the first lien-lenders support the Fiat transaction -- to withhold their identities from the public. Under Rule 2019 of the Federal Rules of Bankruptcy Procedure, lawyers firms disclose the name of their clients when they appear in bankruptcy cases. The non-TARP lenders, constituting debt holders who didn't receive funding in the Troubled Assets Relief Program, wanted relief from that requirement, citing dozens of death threats after they have been chastised by President Obama. The non-TARP lenders' lawyer has also claimed that public opinion has been inflamed against his clients by Michigan Governor Jennifer Granholm, who said those objecting to the Chrysler reorganization were "a few greedy hedge funds." The objecting lenders also previously filed more papers protesting procedures in which other bids would be due May 15 in advance of a May 21 hearing for approval of the sale. The Company agreed to move the schedule back nearly a week at the request of the newly- appointed creditors' committee. Under the Court-approved procedures, competing bids will be due May 20. The objectors argued that the proposed sale rules "in effect preclude anyone but the government from bidding." The lenders objected to the auction rules that require that bids not be conditioned on the ability to raise financing or to investigate Chrysler's financial condition. The creditors also took issue with requirements that competing bids must agree to union labor contracts "without any showing that such agreements benefit the estate." In addition, they didn't believe other bidders should be compelled to "assume billions in liabilities held by certain favored unsecured creditors." About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Proposes to Pay Prepetition Suppliers Claims ---------------------------------------------------------- Chrysler LLC and its affiliates filed for Chapter 11 protection to implement a prompt sale to preserve the going concern value of their businesses, return their businesses to viability under new ownership, and save hundreds of thousands of jobs. Corinne Ball, Esq., at Jones Day, in New York, the Debtors' proposed counsel, notes that the Debtors cannot implement a Sale Transaction without the continuing support of their broad vendor constituency. The Debtors' relationship with its suppliers is interdependent because the Debtors' suppliers, many of whom are struggling to withstand the same economic pressures that have precipitated the filing of the Chapter 11 cases, depend on the Debtors' business for their survival. By this motion, the Debtors seek the Court's approval to: -- pay in the ordinary course of their businesses, certain prepetition nonpriority claims of certain parties who supply goods or services critical to the going concern value of their businesses or the consummation of the sale of substantially all of Chrysler's assets to New Chrysler; -- in their sole discretion, pay claims for the value of goods received in the ordinary course of their businesses during the 20-day period before the Petition Date, which claims are entitled to administrative expense priority under Section 503(b)(9) of the Bankruptcy Code; -- continue their troubled supplier program; -- in their sole discretion, pay certain prepetition unsecured nonpriority claims of certain troubled suppliers; -- implement procedures to address those vendors who repudiate and refuse to honor their postpetition contractual obligations to the Debtors; and -- continue their participation in the Auto Supplier Support Program established by the U.S. Treasury to the extent the Program remains in place after the Petition Date. Ms. Ball notes that without the relief sought by the Debtors, many suppliers may simply lack the financial wherewithal to continue in operation after a precipitous and unplanned period of nonpayment, particularly in light of the extraordinary economic pressures facing the automotive sector. Ms. Ball contends that approval of the Debtors' request allows the Debtors to (i) forestall the potential financial collapse of the supply base upon which the success of the Sale Transaction ultimately depends, and (ii) ensure that, after the Petition Date, their operating parts depots continue to receive an uninterrupted flow of service parts necessary to repair and maintain consumer vehicles on an ongoing basis. The Essential Suppliers the Debtors seek authority to pay fall into two main categories: (a) Direct Production Part Suppliers -- who supply tires, bumpers, lighting equipment, axles, drive shafts, braking systems, engines, seats, windows and electronics. The Debtors note that they purchased nearly $25.9 billion in production parts from their domestic Direct Production Part Suppliers in 2008 and as of the Petition Date, the aggregate amount of prepetition claims held by Direct Production Part Suppliers is approximately $1.71 billion. In addition to the Local Direct Suppliers, the Debtors also have Direct Suppliers in China, Korea, India, Southeast Asia, Latin America and Central Europe; and (b) Indirect Suppliers -- who provide the Debtors with services and goods like perishable tools, maintenance materials like lubricants and gasoline required to power, utilize and maintain the Debtors' equipment and machinery, maintenance and repair services, services related to the Debtors' engineering and research and development efforts. The Debtors propose that each recipient of a payment of an Essential Supplier Claim be required, without interruption and through the end of any applicable vehicle's program life, to the extent applicable, to: (a) continue (i) its existing business relationship with the Debtors pending the closing of thee Sale Transaction and, after a closing, with a purchaser on the terms as are acceptable to the Debtors in their business judgment, and (ii) extending normalized trade credit to the Debtors pending the closing of the Sale Transaction and, after a closing, to the purchaser and providing other business terms on a prospective basis, including with respect to any applicable credit limits, the pricing of goods and services and the provision of equivalent levels of service, all on terms at least as favorable as those extended to the Debtors prepetition or on other terms that are acceptable to the Debtors in their business judgment; (b) agree (i) that the Debtors' standard terms and conditions continue to govern the Essential Supplier's commercial relationship with the Debtors pending the closing of the Sale Transaction and will govern the Essential Supplier's commercial relationship with the Purchaser after a closing, (ii) to release to the Debtors or the Purchaser as requested goods or other assets of the Debtors in the Essential Supplier's possession, and confirm that the supplier has no lien on any production tooling based upon the Debtors' nonpayment of prepetition claims, and (iii) agree not to contest the assumption of any purchase order issued by the Debtors to an Essential Supplier on the grounds that a purchase order is not an executory contract or on any other grounds If an Essential Supplier accepts an Essential Supplier Payment and fails to provide the requisite Trade Terms, then: (a) any Essential Supplier Payment received by the Essential Supplier will be deemed an unauthorized postpetition transfer under Section 549 of the Bankruptcy Code that the Debtors may either (i) recover from the Essential Supplier in cash or goods or (ii) at the Debtors' option, apply against any outstanding administrative claim held by an Essential Supplier; and (b) upon recovery of any Essential Supplier Payment, the corresponding prepetition claim of the Essential Supplier will be reinstated in the amount recovered by the Debtors. Troubled Supplier Program In light of the substantial financial difficulties faced by the entire automotive industry, Ms. Ball relates that the Debtors have dealt with the financial distress of a substantial number of their suppliers in the ordinary course of the Debtors' businesses. She tells the Court that in the automotive industry, when a supplier faces financial distress, one common outcome is the negotiation of, and entry into, an agreement or agreements between the troubled supplier and its customers designed to alleviate that distress. She says that the Debtors have negotiated and entered into more than 20 Accommodation Agreements in the past two years, and continue to have various obligations outstanding under those agreements. Against this backdrop, the Debtors also ask the Court's approval to continue their Troubled Supplier Program, including negotiating and entering into new Accommodation Agreements with troubled suppliers that are Essential Suppliers. The Debtors seek authority, under existing and new Accommodation Agreements, to (a) pay prepetition unsecured nonpriority claims and (b) extend secured and unsecured financing to troubled suppliers, up to a maximum aggregate amount of $550 million. Auto Supplier Support Program On March 30, 2009, President Obama announced the establishment of the Supplier Support Program by the U.S. Treasury. The Supplier Support Program is intended to provide liquidity for certain qualifying automotive suppliers and contemplates the guarantee, or early payment, of qualified automotive receivables through an original equipment manufacturer's establishment of a bankruptcy- remote special purpose vehicle funded with loans from the U.S. Treasury and capital contributions from the OEM. This special purpose vehicle purchases eligible automotive receivables from tendering suppliers in exchange for a payment either immediately or at maturity. Ms. Ball relates that on April 2, 2009, to participate in the Supplier Support Program, the Debtors formed nondebtor Chrysler Receivables SPV LLC, to which entity the Debtors' suppliers could sell their outstanding receivables. In accordance with the terms of the Supplier Support Program, the Debtors' contributed $15 million in capital to the Receivables SPV on April 16, 2009, and have contributed a total of $50 million as of the Petition Date. Although the Supplier Support Program may be terminated by the U.S. Treasury as a result of the Debtors' Chapter 11 cases, Ms. Ball says that the Debtors anticipate that the Supplier Support Program will remain open for a period of time postpetition pursuant to the terms of a forbearance agreement currently being negotiated by the U.S. Treasury and the Receivables SPV. Ms. Ball asserts that if the Supplier Support Program continues, the Debtors will be obligated on a prospective basis to make capital contributions to the Receivables SPV so that the aggregate amount of all capital contributions made to the Receivables SPV equal five percent of the sum of all loans outstanding under the financing facility plus exposure for accounts receivable purchased by the Receivables SPV but not yet paid for. The availability of the Supplier Support Program and the ability of the Debtors' suppliers to receive payment from the Receivables SPV promises to mitigate the amounts that the Debtors might otherwise have to pay to their suppliers by decreasing the cost to the Debtors of retiring the receivables, Ms. Ball says. She notes that generally, the Debtors would have to fund approximately only five percent of a receivable's discounted face value to have that receivable retired and the corresponding supplier financially supported. The Debtors recognize that their participation in the Supplier Support Program, and their capital contributions to the Receivables SPV, may constitute the payment of prepetition claims. The Debtors submit, however, that the benefits conferred on their chapter 11 estates achieved through participation more than justifies the required expenditure. Non-TARP Lenders Object Counsel for the Debtors' Non-TARP Lenders, Gerard H. Uzzi, Esq., at White & Case LLP, in New York, argues that there is no basis for using estate assets to pay unsecured creditors while senior secured creditors remain unpaid. Mr. Uzzi asserts that the Debtors' request to pay prepetition claims inverts the priorities established by the Bankruptcy Code to support a misguided proposed sale transaction that produces a greater recovery for unsecured creditors than for the creditors with liens on substantially all of the Debtors? assets. Mr. Uzzi contends that the Debtors' stated goal is to liquidate by selling substantially all of their assets. Accordingly, any preserved "going concern value" will not benefit the Debtors' estates. Moreover, none of the preserved going concern value will flow to the Senior Lenders but to the purchaser under the Proposed Sale, as well as to select junior claimants who will receive distributions in the form of assumption of liability in the proposed sale and payment of prepetition claims pursuant to the Debtors' requests to pay prepetition claims as part of the transaction. For these reasons, the Chrysler Non-TARP Lenders ask the Court to deny the Debtors' request to pay prepetition suppliers' claims. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: To Pay $277-Mil. to Shippers, Tooling Suppliers ------------------------------------------------------------- Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code, Chrysler LLC and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to issue an order authorizing them to pay, in the ordinary course of businesses, the prepetition secured claims of certain parties holding a potential lien on, security interest in or other possessory rights to property of the Debtors' estates. Corinne Ball, Esq., at Jones Day, in New York, the Debtors' proposed counsel, notes that the Debtors are pursuing the prompt approval and consummation of the Fiat Transaction or a similar going concern transaction with a competing bidder. She further notes that pending a sale, the Debtors intend to idle most operations as they conserve their resources, while at the same time ensuring that (a) the facilities are prepared to resume normal production schedules in connection with the consummation of a Sale Transaction and (b) consumers are not impacted by the filing. The Debtors anticipate that the purchased manufacturing and assembly facilities will resume normal operations under ownership of New Chrysler or other purchaser. Before the Petition Date, and in the ordinary course of the Debtors' businesses, certain parties with commercial relationships with the Debtors had the ability to -- and did -- obtain liens on and interests in property owned by the Debtors, including, in some cases, a right to a lien by virtue of possession of the Debtors' property under state law. The Debtors believe that the failure to pay the claims of the parties could have a negative impact on their efforts to conduct operations at their parts depots, maintain customer goodwill and complete a sale on an expedited basis. Ms. Ball contends that among other things, availability and timely deliveries of parts are essential to the functioning of the Debtors' parts depots that remain open to serve the needs of dealers and consumers. Delays in delivering parts to permit customer's cars to be repaired, which could result from a shipper or warehousemen refusing to deliver or relinquish goods, could have a devastating impact on the Debtors' brands and, in turn, going concern value. Because the amount of many of the Lienholder Claims is less than the value of any property securing those claims, it is likely that many of the Lienholders are fully secured creditors, Ms. Ball relates. She adds that certain of the statutory liens held by certain Lienholders may be superior to those of the Debtors' prepetition secured lenders. Under Section 506 of the Bankruptcy Code, fully secured creditors are entitled to receive (a) payment in full of their prepetition claims and (b) the postpetition interest accruing on claims up to the value of the collateral. Ms. Ball asserts that consequently, payment of the Lienholder Claims now will: (a) in most cases give the Lienholders no more than they otherwise would be entitled to receive on account of their claims in the chapter 11 process; and (b) save the Debtors the cost of interest that otherwise may accrue on the Lienholder Claims. In total, approximately $227 million in Lienholder Claims were outstanding as of the Petition Date, Ms. Ball notes. The Lienholders the Debtors seek authority to pay fall into five main categories: (a) shippers; (b) warehousemen; (c) customs brokers; (d) tooling suppliers; and (e) artisans and repairmen. As of the Petition Date, the Shippers maintained possession of approximately $510 million of the Debtors' raw materials and component parts, some of which the Debtors need on a postpetition basis or will be essential to prepare for the consummation of any sale. In recent years, the Debtors have also purchased from certain suppliers approximately $900 million annually in machinery, jigs, dies, gauges, molds, patterns, equipment, tooling and other personal property dedicated and tailored to vehicle production that will be located at the Tooling Supplier's facility. In connection with the preparation for the Sale Transaction and the restarting of the Debtors' facilities, the Debtors require prompt access to the Tooling. The Debtors propose that each recipient of payment of a Lienholder Claim be required, to the extent applicable, to: (a) continue its existing business relationship with the Debtors on terms acceptable to the Debtors in their business judgment; (b) continue to (i) extend normalized trade credit to the Debtors pending the closing of a Sale Transaction and, after a closing, to the Purchaser and (ii) provide other business terms on a prospective basis, including with respect to any applicable credit limits, the pricing of goods and services and the provision of equivalent levels of service, all on terms at least as favorable as those extended to the Debtors prepetition or on other terms that are acceptable to the Debtors in their business judgment; (c) not file or record in any jurisdiction, or otherwise assert against the Debtors, their Chapter 11 estates, the Purchaser or against any of their property, a lien or security interest relating in any manner to the Lienholder Claims satisfied through the Lienholder Payment; (d) agree that the Debtors' standard terms and conditions (i) continue to govern the Lienholder's commercial relationship with the Debtors pending the closing of a Sale Transaction and (ii) will govern the Lienholder's commercial relationship with the Purchaser after a closing; (e) agree to release to the Debtors as requested goods or other assets of the Debtors in the Lienholder's possession; and (f) agree not to contest the assumption of any purchase order issued by the Debtors to a Lienholder on the grounds that a purchase order is not an executory contract or on any other grounds. The Trade Terms will be applicable until the expiration of the term of any existing purchase orders between the parties. If a Lienholder accepts a Lienholder Payment and fails to provide the requisite Trade Terms, then: (a) any Lienholder Payment received by the Lienholder will be deemed an unauthorized postpetition transfer under Section 549 of the Bankruptcy Code that the Debtors may either (i) recover from the Lienholder in cash or goods or (ii) at the Debtors' option, apply against any outstanding administrative claim held by the Lienholder; (b) upon recovery of any Lienholder Payment, the corresponding prepetition claim of the Lienholder will be reinstated in the amount recovered by the Debtors, less the Debtors' reasonable costs to recover the amounts; (c) the Debtors will have all rights to challenge the validity, priority or extent of the Lienholders' lien or interest and the validity and amount of the related claim; and (d) the Debtors will have all rights to seek to avoid as fraudulent or preferential or otherwise any lien or interest held by the Lienholder. In addition, the Debtors ask the Court that all banks and other financial institutions be authorized and directed, when asked by the Debtors in the Debtors' sole discretion, to receive, process, honor and pay any and all checks presented for payment of, and to honor all fund transfer requests made by the Debtors related to, Lienholder Claims, whether the checks were presented or fund transfer requests were submitted prior to or after the Petition Date, provided that sufficient funds are available in the applicable accounts to make the payments. The Debtors represent that these checks are drawn on identifiable disbursement accounts and can be readily identified as relating directly to the authorized payment of Lienholder Claims. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Non-Tarp Lenders Oppose Payment for Sales, Use Taxes ------------------------------------------------------------------ Chrysler LLC and its affiliate owe $3.3 million in sales taxes, use taxes and self-assessed sales taxes to taxing authorities. The Debtors also owe franchise and similar taxes to certain of the taxing authorities relating to the operation of businesses in the applicable taxing jurisdictions. They have remitted $9.2 million for Franchise Taxes in 2008, and anticipate remitting similar amounts for the 2009 tax year. They have filed a motion with the U.S. Bankruptcy Court for the Southern District of New York to pay these taxes. The Debtors' proposed counsel, Corinne Ball, Esq., at Jones Day, in New York, says absent payment of these amounts, the Debtors may face serious disruptions and distractions as they seek to consummate an expeditious sale transaction, on a going concern basis, that will maximize value for all stakeholders. The Debtors are pursuing a sale transaction with Fiat S.p.A. or a similar going concern transaction with a competing bidder. The Debtors' lenders who are not part of the United States' Troubled Asset Relief Program, however, complain that the Prepetition Tax Motion seeks to make payments to creditors with respect to certain unspecified liens that would be junior to the liens of the senior lenders. "The Debtors propose to pay certain junior prepetition unsecured creditors in full while conceding that they intend to pay the Chrysler Non-TARP Lenders less than 30 cents on the dollar," counsel to Chrysler Non-TARP Lenders, Gerard H. Uzzi, Esq., at White & Case LLP, in New York, tells the Court. There is no basis for using estate assets to pay unsecured creditors while senior secured creditors remain unpaid, Mr. Uzzi adds. Notwithstanding the clear violation of the Bankruptcy Code's priority scheme, Mr. Uzzi relates, the Debtors argue that the payments should be approved because it is the only way to preserve value pending the sale. "This places the cart before the horse. The proposed sale of the Debtors to New Chrysler is objectionable, fails to meet the requirements of the Bankruptcy Code, and cannot be approved by the Court as currently structured," Mr. Uzzi asserts. Contrary to the public pronouncements, Mr. Uzzi argues that the sale is not a fait accompli and the Court should not authorize the payment using the estate cash to the holders of prepetition unsecured claims. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Gets Interim Authority to Honor Customer Programs -------------------------------------------------------------- Chrysler LLC and its affiliates obtained permission from the U.S. Bankruptcy Court for the Southern District of New York, on an interim basis, to continue their warranty programs and extended service programs in the ordinary course of business, and pay prepetition amounts owed under the programs. Judge Gonzales authorized the Debtors' banks and financial institutions, when asked by the Debtors, to receive, process, honor and pay all checks presented for payment of, and to honor all fund transfer requests made by the Debtors related to the Warranty and Extended Service Programs provided that funds are available in the Debtors' accounts to cover the checks and fund transfers. Any objection to granting of the relief asked by the Debtors on a permanent basis must be filed with the Court on or before 12:00 p.m., on May 15, 2009. The Court will convene a final hearing on the request on May 20, 2009, at 11:00 a.m. $4 Bil. Due Under Customer Programs The Debtors have proposed to pay these outstanding amounts: -- for their warranty programs $2.8 billion, approximately $28.5 million of which has already been borne by the Debtors' dealers or Chrysler International Corp. and is awaiting reimbursement, -- $980 million for extended service programs, -- $375 million for incentive and rebate programs, and -- $54 million for dealer support programs and promotional allowances. Corinne Ball, Esq., at Jones Day, in New York, the Debtors' proposed counsel, said it is "essential" for the Debtors to keep the programs, most of which are provided by dealers. Ms. Ball noted that the Debtors are pursuing the prompt approval and consummation of a transaction with Fiat S.p.A. or a similar going concern transaction with a competing bidder. She points out that despite the temporary idling of most of the Debtors' operations, dealers have substantial inventories and, pending a sale, are expected to (a) continue selling and servicing vehicles manufactured by the Debtors, and (b) incurring related obligations for warranties and incentives that typically would be satisfied by the Debtors in the ordinary course of business. The Debtors, according to Ms. Ball, intend to make every effort to minimize the "adverse effects" of their Chapter 11 filing on the transition of the Debtors' assets to New CarCo Acquisition LLC, a newly established Delaware limited liability company that currently is an indirect wholly-owned subsidiary of Fiat, or other purchaser. Non-TARP lenders Object The Debtors' lenders who are not part of the United States' Troubled Asset Relief Program, object to the payment of unsecured claims with respect to the Customer Programs. In behalf of the Non-TARP lenders, Gerard H. Uzzi, Esq., at White & Case LLP, in New York, said, as part of its package of first day motions, the Debtors seek authority to pay approximately $8 billion of prepetition unsecured claims on the premise that the expenditures are necessary to preserve the going concern value of the Debtors pending a proposed sale of substantially all of their assets. Mr. Uzzi argued that the Debtors' request is inappropriate under the circumstances of the Chapter 11 cases and should be rejected by the Court because the going concern value is not being preserved for the estate but rather is being directed to unsecured creditors and others in violation of the priority scheme established in the Bankruptcy Code. The Debtors propose to pay certain junior prepetition unsecured creditors in full while conceding that they intend to pay the Chrysler Non-TARP Lenders less than 30 cents on the dollar, Mr. Uzzi said. He argued there is no basis for using estate assets to pay unsecured creditors while senior secured creditors remain unpaid. In addition, Mr. Uzzi said the Debtors' request to pay prepetition claims inverts the priorities established by the Bankruptcy Code to support a misguided proposed sale transaction that produces a greater recovery for unsecured creditors than for the creditors with liens on substantially all of the Debtors' assets. The Debtors' request to pay prepetition customer obligations seeks to pay out approximately $4.2 billion to unsecured creditors. Mr. Uzzi contended that the Debtors' stated goal is to liquidate by selling substantially all of their assets. Accordingly, any preserved "going concern value" will not benefit the Debtors' estates. Moreover, none of the preserved going concern value will flow to the Senior Lenders but to the purchaser under the Proposed Sale, as well as to select junior claimants who will receive distributions in the form of assumption of liability in the proposed sale and payment of prepetition claims pursuant to the Debtors' requests to pay prepetition claims as part of the transaction. Given the magnitude of the junior claims that the Debtors seek authority to satisfy in full, it appears that the Senior Lenders likely would receive more than the approximately $2 billion estimated by the Debtors' experts, Mr. Uzzi noted. Accordingly, he argues that because paying the prepetition claims will not provide a benefit to the Debtors' estates, the Debtors' request should be denied. Mr. Uzzi pointed out that the Debtor did not show that the disfavored creditors will be as well off with reorganization as with liquidation and that the supposedly critical vendors would have ceased deliveries if old debts were left unpaid while the litigation continued. OMSC Asks Court to Clarify Debtors' Request Overseas Military Sales Corporation - OMSC Ltd. has asked the Court to clarify the Debtors' Request. OMSC is an international automobile distributor which purchases over 5,000 vehicles a year from Chrysler and sells them directly to customers. Its customers consist of military personnel and their families that are stationed overseas. Kenneth M. Lewis, Esq., at Teitelbaum & Baskin LLP, in New York, said OMSC participates in various sales incentive programs and is owed approximately $4,000,000 with respect to the programs. Mr. Lewis said that, since the Debtors described the critical importance of honoring and paying sales incentives to their dealers as well as their international distributors, OMSC believes that its claims are included in those obligations that the Debtors intend to pay. However, a paragraph of the proposed interim order attached to the Debtors' Request only defined "customer obligations" as prepetition obligations to customers and not dealers or international distributors, Mr. Lewis noted. He said, while the Debtors recognize that foreign distributors function as "dealers", there is no reference to distributors in the proposed interim or final orders. Accordingly, OMSC asked that language be added to both the interim and final orders to make it clear that the Debtors are authorized to honor, and to pay, their prepetition and postpetition obligations to OMSC as Customer Obligations. Chrysler Starts Payments to Dealers The Wall Street Journal's Alex P. Kellogg and Jeff Bennett report that Chrysler started paying on Wednesday some of the amounts owed to dealers, after the bankrupt automaker received authority to spend about $753 million to reimburse dealers for pricing discounts and other sales incentives. According to the Journal, several dealers said the money they were owed was deposited in their bank accounts. Owners of some smaller dealerships said that their payments haven't arrived, WSJ relates. According to the Journal, Chrysler has told the Court it intends to withhold payments to dealers it doesn't plan to keep. As part of its reorganization, Chrysler plans to drop about 800 dealers, shrinking its network to about 2,400 stores from 3,200, the Journal notes. "Trimming Chrysler's network is a key element in its restructuring plan, but the move is expected to cause job losses and hardship in towns and cities that lose franchises. General Motors Corp. next week is expected to notify 2,600 of its more than 6,000 dealers that it plans to drop them from its retail network," according to the Journal. Prior to the Court's entry of its interim order, James Arrigo, Co-chairman of Chrysler's national dealer council, said in papers filed in Court that "Chrysler's dealership network is extremely fragile and on the verge of collapse." "Based on my 20 years of experience, if Chrysler remains mired in bankruptcy proceedings for more than 30 days, Chrysler's dealer network will be unsalvageable," Mr. Arrigo added. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Proposes to Keep Cash Management System ----------------------------------------------------- Chrysler LLC and its affiliates obtained permission from the U.S. Bankruptcy Court for the Southern District of New York, on an interim basis, to keep the cash management system they have used in the day-to-day operation of their businesses for the past 25 years. The Cash Management System provides for a well-established mechanism for the collection, concentration, management and disbursement of funds used in the Debtors' businesses. The final hearing to consider use of the cash management system is set for May 20, 2009, at 11:00 a.m. The principal components of the Debtors' Cash Management System, and the related flow of funds through the Debtors' bank accounts in that system, are: (a) Cash Collection and Concentration. Majority of the Debtors' cash flows through a main concentration account maintained at JPMorgan Chase Bank, N.A. Funds flow into the Main Concentration Account from these sources: 1. Chrysler Motors LLC Concentration Account at JPMorgan Chase. Amounts owed from dealers not financed by Chrysler Financial are drafted into, and amounts owed from dealers financed by Chrysler Financial are transfer to, the Chrysler Motors Concentration Account. 2. Wholesale Lock Box Concentration Account maintained at Bank of America, N.A. Check payments from domestic customers of the Debtors' operating subsidiaries are collected into 13 lockbox accounts. Electronic fund transfers from the government are collected in two accounts. At the end of each day, the funds from the lockbox accounts are swept into the a Wholesale Lock Box Concentration Account, and those amounts are subsequently manually wired to the Main Concentration Account typically on a daily basis. 3. Chrysler International Corp. US Dollar Receipts. Collections in US dollars flow into a Chrysler International collections account maintained JPMorgan Chase for overseas receipts, which are transferred automatically into the Main Concentration Account. 4. Chrysler Miscellaneous Receipts. Chrysler maintains a zero balance depository account at JPMorgan Chase that is funded by amounts received from miscellaneous receipts that is swept daily into the Main Concentration Account. 5. Other accounts, including two at KeyBank, N.A., and Citibank, N.A. The KeyBank account is funded by local receipts. The Citibank Account is funded by COBRA premium payments. Historically, funds in the Main Concentration Account were used to fund various disbursement accounts from which the Debtors make disbursements by check, electronic funds transfer or wire transfer to satisfy a variety of obligations, including outstanding vendor and supplier payables, employee payroll, healthcare and other benefit obligations. Going forward, the Debtors anticipate all funds flowing into the Disbursement Accounts to be drawn from an account at KeyBank, N.A., for the purpose of receiving proceeds under the Debtors' proposed postpetition secured credit, and from proceeds from the sale of the Debtors' MOPAR parts inventory. Funds from the Main Concentration Account also flow into a custodial account maintained at JPMorgan Chase that the Debtors use to fund investment activity. (b) Disbursements. Chrysler maintains four controlled disbursement accounts with JPMorgan Chase: * One account to fund accounts payable for production materials; * One account to fund accounts payable for non-production materials; * One account for sale incentive programs; and * One account for marketing services. The Debtors also maintain other accounts in different banks used in disbursements of funds under the Cash Management System. They are: * Comerica Payroll and Benefits Accounts, * JPMorgan Chase Payroll and Benefits Accounts, * JPMorgan Chase Automated Clearing House Account, * Healthcare Funding Accounts, * GEAC A/P Account, * JPMorgan Emergency Checking Account, and * Citibank Supplier Receivable Payments Account. The Comerica Accounts will be closed after all open items are cleared. It will be replaced by the JPMorgan Payroll Accounts. (c) Other Accounts. The Debtors also maintain and use several other accounts in different banks under the Cash Management System, including a DIP account, investment accounts and security accounts: * A DIP Account at KeyBank is for the purpose of receiving proceeds under the Debtors' proposed postpetition secured credit. * Investment Accounts. Chrysler maintains three money market investment accounts at JPMorgan Chase, two separately managed accounts at JPMorgan Chase and Pacific Investment Management, LLC and an investment account holding miscellaneous securities and certain currently inactive investment accounts. * Security Accounts. Chrysler maintains seven accounts with JPMorgan Chase that contain cash that allegedly secures obligations owed to third parties that include the U.S. Government, and obligations under certain letter of credit, a Master Autofinance Agreement with Chrysler Financial. * Chrysler Canadian Accounts with the Royal Bank of Canada as well as two other Canadian accounts. These accounts relate to accounts payable for production and non-production materials. * Chrysler International Corp. maintains 19 foreign accounts at JPMorgan Chase for non-U.S. dollar payments and collections. * Other Additional Accounts. Chrysler Service Contracts Florida Inc maintains a JPMorgan Chase Account. Chrysler International Services DA maintains an account with Citibank and National Australia Bank Ltd. Peapod Mobility LLC maintains a concentration account at JPMorgan Chase. Chrysler's non-Debtor subsidiaries maintain separate cash management systems. The Debtors' U.S. and Canadian Cash Management Systems are managed from Chrysler's headquarters in Auburn Hills, Michigan, while their Mexican Cash Management System is managed by Chrysler de Mexico's Treasury Department in Santa Fe, Mexico. Other non-Debtor affiliates outside of North America are responsible for operating their own cash management systems under corporate guidelines. Cash flows between Chrysler and its debtor and non-debtor subsidiaries occur on a regular basis as the result of intercompany purchase and sale of finished vehicles and parts. The transactions occur under established transfer price policies and stated terms. A chart summarizing the primary components of the Debtors' Cash Management System, as it existed prior to the Petition Date, is available for free at: http://bankrupt.com/misc/Chrysler_CashMgmtSystem_Chart.pdf In light of the substantial size and complexity of the Debtors' operations, the successful administration of the bankruptcy cases as well as the preservation and enhancement of the Debtors' values simply cannot be achieved if the Debtors' cash management procedures are substantially disrupted, Corinne Ball, Esq., at Jones Day, in New York, the Debtors' proposed counsel, asserts. Therefore, she argues, it is essential that the Debtors be permitted to continue to consolidate the management of their cash and amount transfer from entity to entity, as needed, in the amounts necessary to continue the operation of their financial affairs and in accordance with their existing cash management procedures. Ms. Ball adds that controls are especially important to the Debtors, given the significant volume of transactions -- historically aggregating approximately $128 billion annually -- that have been managed through their existing Cash Management System. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Closing Five Plants as Part of Bankruptcy ------------------------------------------------------- As part of Chrysler LLC's bankruptcy filing, some of the company's plants in the U.S. are in the process of being sold to Fiat SpA. Others, not included in the deal, will need to be closed. A total of five plants, consisting of three assembly plants, one stamping plant and one engine manufacturing plant, will be closed by December 2010. Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Reached Initial Pact With Kia Before Courting Fiat ---------------------------------------------------------------- Chad Bray and David McLaughlin at Dow Jones Newswires report that Chrysler LLC wood companies for potential alliances and reached an agreement with Kia Motors Corp. last year before negotiating a merger with Fiat SpA. According to Dow Jones, former Chrysler vice chairperson Tom LaSorda spent almost all of his time seeking to forge relationships with global automakers, including Nissan Motor Co., and General Motors Co., as slumping sales in the U.S. continued to erode the Company's financial stability. According to Dow Jones, Chrysler chief procurement officer Scott R. Garberding said that the Company reached an initial agreement with Kia about purchasing that Company's vehicle and selling it as a Dodge. Dow Jones relates that Mr. Garberding said during a hearing at the U.S. Bankruptcy Court for the Southern District of New York that Chrysler negotiated a term sheet to purchase and modify a vehicle from Kia, which later backed out of the deal due to manufacturing issues. Dow Jones notes that the potential Kia partnership shows how dire Chrysler's situation had become and how far it was willing to go to protect its survival. Chrysler, says Dow Jones, will now sell most of its assets to a new company that will be owned by Fiat, the United Auto Workers union, and the U.S. and Canadian governments. Dow Jones states that the Court is considering rules for selling Chrysler to Fiat or another bidder. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: BCBSM and BCN Launch Web Sites for Health Care ------------------------------------------------------------ Blue Cross Blue Shield of Michigan and Blue Care Network launched Web sites for Chrysler members who have a need to find out information about their BCBSM and BCN health care benefits. The Web site addresses are http://bcbsm.com/chryslerfor BCBSM and http://bcbsm.com/chryslerbcnfor Blue Care Network. BCBSM and BCN are servicing Chrysler members in a business as usual manner at this time. "We launched the web sites because we started to experience increasing call volumes from Chrysler members. The Web sites are a way to provide the most up-to-date information," said Andrew Hetzel, Blues vice president for corporate communications. Blue Cross Blue Shield of Michigan and Blue Care Network are nonprofit and independent licensees of the Blue Cross and Blue Shield Association. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Proposes to Continue Workers Compensation Programs ---------------------------------------------------------------- Chrysler LLC and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for authority to (i) continue their existing workers' compensation programs, and (ii) pay certain prepetition workers' compensation premiums, claims and related expenses. The Debtors currently operate as self-insured employers in five states -- Illinois, Indiana, Michigan, Missouri and Ohio. As a result, the Debtors maintain self-insured workers' compensation programs under which the Debtors pay applicable workers' compensation claims and employer liability claims, as the claims arise, up to a maximum of $5 million per claimant depending on the Self-Insured State. The Debtors maintain excess workers' compensation and employer liability insurance with American International Group or certain of its subsidiaries for Self-Insured Claims exceeding the Self- Insured Maximum. The Debtors pay an annual premium that is adjusted retroactively based on the Debtors' final audited payroll for the applicable coverage period. With the exception of any retroactive adjustment, no Self-Insured Excess Premiums were due as of the Petition Date. Certain of the Self-Insured States have required the Debtors to post various forms of collateral as security for the Debtors' obligations to pay the Self-Insured Claims in the jurisdictions. The Debtors' obligations under the Self-Insured Programs are secured by a combination of letters of credit and surety bonds totaling approximately $88.2 million. In addition, certain of the Self-Insured States have required non-debtor affiliate Chrysler Holding LLC, Chrysler LLC's ultimate parent, to guaranty the Debtors' obligations under the Self-Insured Programs. Based on historical experience, the Debtors estimate that the aggregate amount of Self-Insured Claims accrued but not yet paid as of the Petition Date was approximately $208.4 million. Insured Programs The Debtors maintain a high-deductible workers' compensation program and an employers' liability insurance program with AIG covering all states except the Self-Insured States and the monopolistic states of North Dakota, Wyoming, West Virginia and Washington. Under the Insured Programs: (a) insurance coverage is provided by AIG in the Insured States in excess of $850,000 for workers' compensation claims in amounts required under applicable law; and employer liability claims up to $5 million per accident; and (b) the Debtors are obligated to (i) pay a semi-annual premium, which is adjusted retroactively based on the Debtors' final audited payroll for the coverage period; and (ii) reimburse Sedgwick Claims Management Services, Inc., the Debtors' third party claims processor, up to $850,000 per claim for the loss payments in respect of coverage deductibles for both workers' compensation claims and employer liability claims, in accordance with the terms of the Insured Program. Based on historical experience, the Debtors estimate that the aggregate amount of Insured Claims accrued but not yet paid as of the Petition Date is approximately $17.9 million. The Debtors estimate that the Insured Claims paid by third party processors under the previously maintained Insured Programs but not yet reimbursed by the Debtors as of the Petition Date totaled approximately $200,000. With the exception of any retroactive adjustment, no Insured Premiums are due as of the Petition Date. Funded Programs In North Dakota, West Virginia, and Washington -- called the "Monopolistic States" -- the Debtors participate in "monopolistic" workers' compensation insurance programs funded through and administered by the North Dakota Workforce Safety & Insurance, the Wyoming Workers' Safety and Compensation Division, the West Virginia Workers' Compensation Commission and the Washington Department of Labor & Industries. Under the Funded Programs, the Debtors pay certain premiums to the State Administrators. Given the very limited number of employees covered under the Funded Programs, the Debtors estimate that the aggregate amount of Funded Premiums accrued but not yet paid as of the Petition Date is negligible, if any. The Debtors incur certain costs incident to the Workers' Compensation Programs, like state assessments, processing costs and accrued but unpaid prepetition charges for the administration of the programs. The Debtors estimate that the aggregate amount of prepetition processing costs accrued but unpaid as of the Petition Date was approximately $1.1 million. Sedgwick is the primary third-party processor that the Debtors rely upon to process and pay workers' compensation claims under the Self-Insured Programs and Insured Programs. Sedgwick pays claims, and its fees, by draws on a prefunded account with an average balance of approximately $1.9 million. Sedgwick submits an invoice to the Debtors on a weekly basis for amounts paid from the Claims Fund and the Debtors replenish the Claims Fund accordingly. The Debtors' failure to pay the requested amounts, where necessary or appropriate, could adversely impact their administration of the Chapter 11 cases and their ability to preserve going concern value pending completion of the sale transaction with Fiat S.p.A or similar sale transaction, contends Corinne Ball, Esq., at Jones Day, in New York, proposed counsel to the Debtors. She argues that it is critical that the Debtors be permitted, in their discretion, to continue the Workers' Compensation Programs and ensure that the Prepetition Workers' Compensation Claims continue to be processed and paid in the states, where they continue to engage in some level of business activity. If workers' compensation coverage is not maintained as required by state laws during periods when the Debtors are conducting business activities, (i) employees could bring lawsuits for damages, (ii) the Debtors' business activities in certain states could be enjoined, (iii) the Debtors' officers could be subject to criminal prosecution, and (iv) ultimately, the Debtors may be required to make alternative arrangements for workers' compensation coverage to return to compliance -- almost certainly at a much higher cost, Ms. Ball points out. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Strattec Discloses $2.7 Million Receivables --------------------------------------------------------- Strattec Security Corporation said it has identified the need to increase its reserve for uncollectible trade accounts receivables by $500,000 for the third quarter of fiscal 2009. STRATTEC has approximately $2.7 million of prepetition bankruptcy accounts receivable due from Chrysler LLC, a portion of which the Company believes could be uncollectible due to Chrysler LLC's filing for Chapter 11 bankruptcy protection for their U.S. legal entities on April 30, 2009. STRATTEC had been accepted into the United States Department of Treasury "Auto Supplier Support Program" for Chrysler suppliers and is in the process of determining what trade receivables are eligible for payment under this Program. Based on information currently available, STRATTEC believes the increase in its reserve is adequate to cover the potential loss exposure on this account as of the fiscal third quarter that ended on March 29, 2009. The reserve for uncollectible trade accounts receivable reduced the third quarter's earnings per share by $.10. As further information becomes available, STRATTEC may be required to record an additional reserve in the fourth fiscal quarter of 2009 for the remaining loss exposure. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures 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. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler has reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Bankruptcy Won't Affect Moody's Rating on Stoneridge ------------------------------------------------------------------ Moody's Investors Service commented that the bankruptcy filing of Chrysler LLC's on April 30, 2009 have not at this time had an impact on the ratings of Stoneridge Inc. The company's ratings include its B2 corporate family rating and its SGL-2 speculative grade liquidity rating. The rating outlook is negative. Moody's last rating action on Stoneridge was on April 9, 2009 when all its CFR was downgraded to B2 from B1 with negative outlook while its SGL rating was affirmed at SGL-2. Headquartered in Warren, Ohio, Stoneridge is a designer and manufacturer of highly engineered electrical and electronic components, modules and systems for automotive, medium and heavy- duty truck, agricultural and off-highway vehicle markets. For the twelve months ended December 31, 2008, the company reported revenues of $752 million. COLLIER B. GLADIN: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Collier B. Gladin, Jr. 3110 Ingleside Avenue Macon, GA 31204 Bankruptcy Case No.: 09-51420 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer,Esq. Katz, Flatau, Popson and Boyer, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 Email: wjboyer_2000@yahoo.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 Mr. Gladin's petition, including his list of 15 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/gamb09-51420.pdf The petition was signed by Mr. Gladin, Jr. COMMERCIAL VETURES: Case Summary & 1 Largest Unsecured Creditor --------------------------------------------------------------- Debtor: Commercial Vetures Orlando LLC 7065 Westponte Blvd. #308 7065 Wespointe Blvd. Orlando,, FL 32835 Bankruptcy Case No.: 09-06157 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Norman L. Hull, Esq. Norman Linder Hull PA 746 North Magnolia Avenue Orlando, FL 32803 Tel: (407) 422-1235 Fax: (407) 423-2842 Email: flabankruptcy@earthlink.net 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 1 largest unsecured creditor, is available for free at: http://bankrupt.com/misc/flmb09-06157.pdf The petition was signed by Kevin Azzouz, manager of the Company. CONDO TIMES: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Condo Times, LLC PO Box 792146 San Antonio, TX 78201 Bankruptcy Case No.: 09-51642 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Bankruptcy Judge Leif M. Clark Debtor's Counsel: Albert William Van Cleave, III, Esq. 1520 W. Hildebrand San Antonio, TX 78201 Tel: (210) 341-6588 Fax: (210) 341-6589 Total Assets: $2,923,858 Total Debts: $2,276,458 According to its schedules of assets and liabilities, $1,742,649 of the debt is owing to secured creditors and the remaining debt to creditors holding unsecured nonpriority claims. A full-text copy of the Debtor's petition, including its list of 18 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txwb09-51642.pdf The petition was signed by Harlan Plasier, manager of the Company. CONSECO FUNDING: Moody's Junks Ratings on $75 Mil. Notes -------------------------------------------------------- Moody's Investors Service announced that it has downgraded the rating on these notes issued by Conseco Funding, Ltd.: -- US$75,000,000 Class B Fixed Rate Senior Subordinate Notes Due 2015, Downgraded to Caa1, previously on August 28, 1998 Assigned Baa2. According to Moody's, the rating action taken on the notes is a result of applying Moody's revised assumptions with respect to default probability, the treatment of ratings on "Review for Possible Downgrade" or with a "Negative Outlook," and the calculation of the Diversity Score. The actions also reflect consideration of credit deterioration of the underlying portfolio. The revised assumptions that have been applied to all corporate credits in the underlying portfolio are described in the press release dated February 4, 2009, titled "Moody's updates key assumptions for rating CLOs." Credit deterioration of the collateral pool is observed in, among other metrics, a decline in the average credit rating (as measured through the weighted average rating factor), an increase in the dollar amount of defaulted securities, an increase in the proportion of securities from issuers rated Caa1 and below, and failure of the Senior Subordinate Interest Coverage Ratio. COWLEY CONTAINER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cowley Container Corporation PO Box 231 Mount Pleasant, TN 38474 Bankruptcy Case No.: 09-05094 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Middle District of Tennessee (Columbia) Debtor's Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz 618 Church St Ste 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 250-4926 Email: Stevelefkovitz@aol.com Total Assets: $856,500 Total Debts: $1,170,335 According to its schedules of assets and liabilities, $458,719 of the debt is owing to secured creditors, $62,310 for taxes owed to governmental units, and the remaining debt to creditors holding unsecured nonpriority claims. 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/tnmb09-05094.pdf The petition was signed by Everette Murray Cowley, Sr., president of the Company. COYOTES HOCKEY: Files Ch. 11 to Sell, Move Gretzky Team to Canada ----------------------------------------------------------------- Dewey Ranch Hockey, LLC, and its affiliates, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC, have filed for Chapter 11 reorganization to implement a court-approved sale of Phoenix Coyotes, a franchise part of the National Hockey League, under the Bankruptcy Code. The filing included a proposed sale of the franchise to PSE Sports & Entertainment, LP, a Delaware limited partnership, which would move the franchise to southern Ontario, Canada. "Extensive efforts have been undertaken to sell the team [the National Hockey League team Phoenix Coyotes], or attract additional investors, who would keep the team in Glendale," said Jerry Moyes, CEO and managing member of the Debtors. "Creating a process under the supervision of a judge assures that anyone wishing to purchase the team will have the opportunity to bid. Likewise, the City of Glendale, which has been very cooperative with efforts to keep the team in Glendale, will be able to provide potential buyers assurances of the City's willingness to offer incentives to keep the team as a tenant in the Jobing.com arena, the lease for which is subject to rejection in bankruptcy," Mr. Moyes stated. "The process assures that the identities of the new owner and the team's location will be known by June 30, 2009, thus enabling the NHL to include the team in its 2009-10 schedule." It is anticipated that the judge will hold a hearing within several days to establish a sales procedure, which will include authorizing continuance of the selling activity in an effort to attract higher bids. The PSE price is $212.5 million, which provides funds sufficient to pay secured creditors in full (approximately $80 million to SOF Investments, L.P., and $35 million to the NHL) and $97.5 million to unsecured creditors, whereas the owners of the Coyotes would receive nothing for their equity investment, including $206.5 million in preferred and common equity that will not be recovered by Mr. Moyes under the current offer. "As Managing Member of the Coyotes, I have a duty to seek a transaction that will return the most in sale proceeds to the secured and unsecured creditors," Mr. Moyes said. "No other proposal to acquire the team provided nearly as much payment to the creditors as that offered by PSE, with the understanding that the procedure is in place for other parties to offer more, particularly if the City of Glendale provides financial incentives to keep the team in Glendale. Overbids must exceed the PSE proposal by $5 million and must be fully funded at closing without a financing contingency." Sale Required to Be Completed June According to Bloomberg's Bill Rochelle, the purchase price is designed to pay $115 million of secured claims in full, leaving $97.5 million for unsecured creditors. The first-lien lender is owed $79.6 million. From the purchase price offered by PSE, $190 million cash will go for the assets while Wayne Gretzky is line for $22.5 million, Bill Rochelle said. Mr. Gretzky, an NHL hall of fame player, is the team's manager, minority owner, coach and managing partner. The sale must be completed by the end of June to know where the team will be located for the upcoming hockey season, Mr. Rochelle added, citing court filings. The team moved to Phoenix in 1995 and had a new arena built in 2003. Meeting of Creditors on June 9 A meeting of creditors of Coyotes Hockey and its affiliates is scheduled for June 9, 2009, at 03:00 PM at US Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, AZ (341-PHX). The team's current owner, Jerry Moyes, chief executive officer of Swift Transportation Co., is the largest unsecured creditor with a claim of $104 million, Bloomberg relates. Mr. Moyes provided the team with more than $300 million until the announcement in November that he would supply no more funds. The NHL is also creditor for $37 million. COYOTES HOCKEY: Case Summary & 40 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Dewey Ranch Hockey LLC 6751 N. Sunset Blvd., #200 Glendale, AZ 85305 Bankruptcy Case No.: 09-09488 Debtor affiliates filing separate Chapter 11 petitions: Company Case No. ------- -------- Arena Management Group, LLC 09-_____ Coyotes Holdings, LLC 09-09500 Coyotes Hockey, LLC 09-09491 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtors' Counsel: Thomas J. Salerno, Esq. Squire, Sanders & Dempsey, LLP 40 N. Central, #2700 Phoenix, AZ 85004 Tel: (602) 528-4043 Fax : (602) 253-8129 Email: tsalerno@ssd.com Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtors' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Jerry Moyes $103,837,562.59 P.O. Box 1397 Tolleson, AZ 85353 BWD Group, LLC $1,340,640.04 P.O. Box 9050 Jericho, NY 11753 City of Glendale $507,325.73 5850 W. Glendale Ave. Glendale, AZ 85301 Bingham McCutchen, LLP $423,446.45 City of Glendale $286,553.00 National Hockey League $271,474.92 FCN Arizona $261,438.75 Entertainment Ctr Development $137,274.85 Aramark Corporation $132,862.58 Intra Continental Ensurers $126,085.73 Coyotes Ice, LLC $120,837.72 Transjet Inc. $112,969.01 Heritage Graphics $80,880.33 KAZT Television $72,750.00 Aramark Sports & Entertainment $69,130.00 NRG Southwest $47,006.28 Aramark At Jobing.Com Arena $4,200.13 Clear Channel Broadcast, KGME $40,612.06 CAA Sports $40,000.00 KPNX-TV $36,171.20 AEG Facilities $36,000.00 LandCorp. Property Maintenance $35,316.32 NHLPA $32,850.00 Cox Media, LLC $32,411.52 Lease Group Resources, Inc. $31,857.00 Climatic Builing $28,986.54 Maintenance Mart $27,928.24 KUPD-FM $27,661.60 Cox Media, LLC $20,747.40 KMLE-FM $20,561.80 Arizona Catering, Inc. $20,460.63 Univision/KTVW Phoenix $17,657.35 Kone, Inc. $13,353.99 City of Glendale - Water $12,893.31 General Mechanical Systems Inc. $11,004.73 Clear Channel Broadcast KNIX $10,169.85 Emcor Services Arizona $9,632.91 KDKB-FM $8,966.88 Voss Lighting $7,817.09 Aramark Corporation $5,889.74 The petition was signed by Jerry Moyes, managing member. CROWN AMERICAS LLC: S&P Assigns 'BB-' Rating on $250 Mil. Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned issue- level and recovery ratings to Crown Americas LLC and Crown Americas Capital Corp. II proposed joint offering of $250 million of senior unsecured notes due 2017. The issue rating on the notes is 'BB-' (one notch lower than the 'BB' corporate credit rating on the parent, Crown Holdings Inc.). The recovery rating is '5', which indicates S&P's expectation for modest (10%-30%) recovery in the event of a payment default. The corporate credit rating on Crown Holdings Inc. (BB/Stable/--) and all other issue-level and recovery ratings remain unchanged. Crown intends to use the proceeds of the proposed offering for general corporate purposes including the permanent repayment of debt under its senior secured credit facilities, to repurchase of a portion of Crown European Holdings SA's first priority notes, and/or the funding of one or more acquisitions. Pending such application, Crown intends to use the proceeds to temporarily repay existing debt under its senior secured revolving credit facilities and accounts receivable securitization facilities. For the purposes of S&P's recovery analysis, S&P has conservatively assumed that the proceeds are not used to permanently reduce debt. Rating List Crown Americas LLC Crown Americas Capital Corp. II Senior Unsecured Notes due 2017 'BB-' Recovery Rating '5' CROWN AMERICAS CAPITAL: S&P Puts 'BB-' Rating on $250 Mil. Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned issue- level and recovery ratings to Crown Americas LLC and Crown Americas Capital Corp. II proposed joint offering of $250 million of senior unsecured notes due 2017. The issue rating on the notes is 'BB-' (one notch lower than the 'BB' corporate credit rating on the parent, Crown Holdings Inc.). The recovery rating is '5', which indicates S&P's expectation for modest (10%-30%) recovery in the event of a payment default. The corporate credit rating on Crown Holdings Inc. (BB/Stable/--) and all other issue-level and recovery ratings remain unchanged. Crown intends to use the proceeds of the proposed offering for general corporate purposes including the permanent repayment of debt under its senior secured credit facilities, to repurchase of a portion of Crown European Holdings SA's first priority notes, and/or the funding of one or more acquisitions. Pending such application, Crown intends to use the proceeds to temporarily repay existing debt under its senior secured revolving credit facilities and accounts receivable securitization facilities. For the purposes of S&P's recovery analysis, S&P has conservatively assumed that the proceeds are not used to permanently reduce debt. Rating List Crown Americas LLC Crown Americas Capital Corp. II Senior Unsecured Notes due 2017 'BB-' Recovery Rating '5' CRUCIBLE MATERIALS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Crucible Materials Corporation aka Crucible Specialty Metals aka Crucible Service Centers aka Crucible Compaction Metals aka Crucible Research aka Trent Tube 575 State Fair Blvd. P.O. Box 977 Syracuse, NY 13209 Tel: (302) 421-6840 Bankruptcy Case No.: 09-11582 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Crucible Development Corporation 09-11583 Type of Business: Crucible Materials makes stainless and alloy steel for use in the aircraft, automotive, petrochemical, and other industries. The Company sold its trent tubes unit to Plymouth Tube in 2007. See http://www.crucible.com/ Chapter 11 Petition Date: May 6, 2009 Court: District of Delaware (Delaware) Judge: Mary F. Walrath Debtor's Counsel: Mark Minuti, Esq. mminuti@saul.com Saul Ewing LLP 222 Delaware Ave, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6840 Fax: (302) 421-5873 Investment Banker: Duff & Phelps Securities LLP Business Advisor: RAS Management Advisors LLC Claims Agent: Epiq Bankruptcy Solutions LLC Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sentry Insurance a Mutual compensation $3,584,509 Company 1800 North Point Drive P.O. Box 8020 Stevens Point, WI 54481-8020 Attn: Tim Bucheger Tel: (715) 346-6065 Fax: (715) 346-7560 Tiangong International trade $3,531,054 Company LTD 235 Zhonghan Dong Rd. Zhenjian Jiangsu, China Attn: Rainbow YH Wang Tel: (630) 584-4122 Fax: (630) 584-4722 Bank of America Leasing & loans $3,295,518 Capital P.O Box 371992 Pittsburgh, PA 15250-7992 Attn: Linda Watson Tel: (312) 974-7162 Fax: (312) 453-5799 Hartford Financial Services compensation $3,281,940 Inc. Hartford Plaza Hartford, CT 06115 Attn: Agnes Dolega-Moryl Tel: (860) 547-2766 Fax: (860) 547-6674 Bank of New York Mellon bonds $3,150,000 Trust Company, NA 525 William Penn Place - 7th Floor Pittsburgh, PA 15259 Attn: Kerry S. Zombeck Tel: (412) 236-5720 Fax: (412) 236-0870 BNY Mellon funding $2,046,402 Management 500 Grant Street, Suite 4131 Pittsburgh, PA 15258-0001 Attn: Michael D. Skirtich Tel: (412) 234-6527 Fax: (412) 234-8468 Villares Metals S/A trade $2,030,955 Rua Alfredo Dumont Village 155 Jardim Santa Carolina Sumare SP Brazil Attn: Arnaldo Zangueri Tel: 55-19-33038160 Fax: 55-19-33038696 Universal Stainless & Alloy trade $1,891,067 PO. Box 640595 Pittsburgh, PA 15264-0595 Attn: Chris Zimmer Tel: (412) 257-7604 Fax: (412) 257-7540 Kopo International trade $1,620,305 100 Village Court, Suite #202 Hazlet, NJ 07730 Attn: Steve Cucich Tel: (732) 203-1505 Fax: (732) 203-1506 Northern Equities LLC lease $1,557,983 5060 River Road Schiller Park, IL 60176 Attn: Mathew J. Grusecki Tel: (847) 678-5060 Fax: (847) 678-7670 Metal Management Inc. trade $1,544,261 6768 Paysphere Circle Chicago, IL 60674 Attn: Jim Nathan Tel: (312) 645-0700 Fax: (312) 645-0932 AFCO Premium Credit LLC insurance $1,131,928 110 William St., 29th Floor New York, NY 10038 Attn: Rick Cessar Tel: (412) 552-5038 Fax: (412) 552-5999 Stemcor USA Inc. trade $1,118,002 PO. Box 13391 goods Newark, NJ 07101-3391 Attn: Howard Stern Tel: (212) 563-0262 Fax: (212) 563-0403 Purther Recycling Inc. trade $939,701 31000 Northwestern Hwy., Suite #250 Farmington Hills, MI 48334 Attn: Don Purther Tel: (248) 865-6700 Fax: (248) 865-6702 Climax Molybdenum trade $900,516 Marketing Corp. 5862 Collections Center Drive Chicago, IL 60693 Attn: Georgeann Weinhandl Tel: (602) 366-8557 Fax: (602) 366-7322 DSS America, Inc. trade $886,973 233 S Wacker Drive Suite 9430 Chicago, IL 60606 Attn: Brad Ufheil Tel: (312) 575-0101 Fax: (312) 575-9691 ELG Utica Alloys Inc. trade $778,599 P.O. Box 53 Utica, NY 13503 Attn: Kevin Nealis Tel: (800) 525-5878 Fax: (773) 374-1884 Trailbachar Industrias AG trade $621,674 Erasteel Inc. trade $604,820 Marsh USA Inc. insurance $566,702 The petition was signed by David W. Robbins, chairman & chief executive officer. DAVID DEFRANCO: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: David M. DeFranco 1181 N. 4th St., #10 San Jose, CA 95112 Bankruptcy Case No.: 09-53405 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Northern District of California (San Jose) Debtor's Counsel: Charles B. Greene, Esq. Law Offices of Charles B. Greene 84 W Santa Clara St. #770 San Jose, CA 95113 Tel: (408) 279-3518 Email: cbgattyecf@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 14 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb09-53405.pdf DESERT HIGHLANDS: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Desert Highlands, LLC. P.O. Box 751241 Petaluma, CA 94975 Bankruptcy Case No.: 09-11931 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court New Mexico (Albuquerque) Debtor's Counsel: Bonnie Bassan Gandarilla, Esq. Moore, Berkson & Gandarilla, P.C. PO Box 7459 Albuquerque, NM 87194 Tel: (505) 242-1218 Fax: (505) 242-2836 Email: mbglaw@swcp.com George M. Moore, Esq. Moore, Berkson & Gandarilla, P.C. PO Box 216 Albuquerque, NM 87103 Tel: (505) 242-1218 Fax: (505) 242-2836 Estimated Assets: Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its list of 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nmb09-11931.pdf The petition was signed by Mitchell Brown. DHP HOLDINGS: Court OKs Sale Process for Trademarks & Int'l Units ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has approved procedures for the sale of trademarks and certain international business assets of DHP Holdings II Corporation and its affiliates. Atlantis Capital Special Situations S.p.A. has offered to pay EUR4,500,000 for the purchase of the Trademark Assets from DESA IP, LLC, and EUR3,819,000 for the purchase of 100% of the shares of stock of non-debtor indirect subsidiaries of DESA LLC, subject to adjustment pursuant to the sale and purchase agreement. In addition to the purchase price, Atlantis will pay EUR680,744 irrevocably to DESA Poland, and DESA Poland will use said sum to pay at the closing of the sale its residual net debit balance owed to its affiliate, DESA, UK Ltd. The Debtors have selected Atlantis Capital as stalking horse bidder at the auction for the Trademark Assets and DESA units. The Debtors will pay a EUR166,380 break-up fee to Atlantis in the event the sale is awarded to another bidder at the auction. The deadline for the submission of bids will be May 11, 2009, at 4:00 p.m. (Eastern Time). Bids for the Trademark Assets and the Non-Estate Shares must be for an amount equal to or in excess of the sum of EUR200,000 plus the purchase price and the EUR680,744 required to be paid to DESA Poland, or if for the Trademark Assets alone, equal to the sum of EUR200,000 plus EUR4,500,000. Objections, if any, to the sale must be filed with the Court on or before May 11, 2009, at 4:00 p.m. (Eastern Daylight Time). If necessary, an auction will be held on May 14, 2009, at 10:00 a.m. (Eastern Time) at the offices of Pachulski Stang Ziehl & Jones LLP, 929 North Market Street, 17th Floor, Wilmington, DE 19899. The sale hearing will be held on May 15, 2009, at 10:30 a.m. (Eastern Time). A full-text copy of the approved bid procedures is available for free at http://bankrupt.com/misc/DHP.BP.pdf About DHP Holdings Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million to $500 million each. According to Reuters, as of November 29, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DESA Holdings Corporation and DESA International LLC filed voluntary petitions on June 8, 2002. HIG-DESA Acquisition, nka DESA LLC, acquired on December 13, 2002, substantially all assets of the DESA Entities for $198 million comprised of $185 million in cash plus unsecured subordinated notes in the original aggregate amount of $13 million priced at 10% per annum due payable on December 24, 2007. The sale closed on December 24, 2002. Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones & Weintraub, P.C., represented the DESA entities. The Hon. Walter Shapero of the U.S. Bankruptcy Court for the District of Delaware confirmed the Chapter 11 plan of DESA Holdings and DESA Int'l on April 1, 2005, and Plan took effect the same day. The Chapter 11 cases of the former DESA Entities is still active; However, activity occurring in those cases consists of limited claims resolution, and required filing of necessary post-confirmation reports and payment of post-confirmation fees. No issues remain open between the Debtors and the former DESA Entities. DHP HOLDINGS: Wants Plan Filing Period Extended to August 26 ------------------------------------------------------------ DHP Holdings II Corporation and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to propose a plan until August 26, 2009, and their exclusive period to solicit acceptances of that plan until October 26, 2009. This is the Debtors' first request for the extension of their exclusive periods. The Debtors relate that they only recently obtained approval of the bid procedures for the sale of their international trademark assets, and have not had sufficient time to negotiate and prepare adequate information for a viable plan and disclosure statement. About DHP Holdings Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million to $500 million each. According to Reuters, as of November 29, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DESA Holdings Corporation and DESA International LLC filed voluntary petitions on June 8, 2002. HIG-DESA Acquisition, nka DESA LLC, acquired on December 13, 2002, substantially all assets of the DESA Entities for $198 million comprised of $185 million in cash plus unsecured subordinated notes in the original aggregate amount of $13 million priced at 10% per annum due payable on December 24, 2007. The sale closed on December 24, 2002. Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones & Weintraub, P.C., represented the DESA entities. The Hon. Walter Shapero of the U.S. Bankruptcy Court for the District of Delaware confirmed the Chapter 11 plan of DESA Holdings and DESA Int'l on April 1, 2005, and Plan took effect the same day. The Chapter 11 cases of the former DESA Entities is still active; However, activity occurring in those cases consists of limited claims resolution, and required filing of necessary post-confirmation reports and payment of post-confirmation fees. No issues remain open between the Debtors and the former DESA Entities. DONALD JOE GIBSON: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Joint Debtors: Donald Joe Gibson Rhonda Lynn Gibson 2408 South County Road 900 East Plainfield, IN 46168 Bankruptcy Case No.: 09-06241 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: James K. Coachys Debtors' Counsel: David R. Krebs, Esq. Hostetler & Kowalik P.C. 101 W. Ohio St. Suite 2100 Indianapolis, IN 46204 Tel: (317) 262-1001 Fax: (317) 262-1010 Email: drk@hostetler-kowalik.com Total Assets: $1,085,550 Total Debts: $1,951,976 According to its schedules of assets and liabilities, $1,722,090 of the debt is owing to secured creditors and the remaining debt to creditors holding unsecured nonpriority claims. A full-text copy of the Debtors' petition, including their list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/insb09-06241.pdf The petition was signed by the Joint Debtors. DOUGLAS P. KUDELKA: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Douglas P. Kudelka 5830 Picasso Houston, TX 77096 Bankruptcy Case No.: 09-33055 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Larry A. Vick, Esq. Attorney at Law 1143 Heights Blvd. Houston, TX 77008 Tel: (713) 333-6440 Fax: (713) 343-4757 Email: lv@larryvick.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 Mr. Kudelka's petition, including his list of 14 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txsb09-33055.pdf The petition was signed by Mr. Kudelka. ENDEAVOUR HIGHRISE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Endeavour Highrise, L.P. 3901 NASA Parkway Seabrook, TX 77586 Tel: (281) 326-2800 Bankruptcy Case No.: 09-33151 Type of Business: The Debtor is a single-asset, real estate company. Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Matthew Hoffman, Esq. Law Offices of Matthew Hoffman, p.c. 2777 Allen Parkway Suite 1000 Houston, TX 77019 Tel: (713) 654-9990 Fax : 713-654-0038 Email: mhecf@aol.com 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 ------ --------------- ------------ Mario Valenzuela Goods and/or $249,087.45 4722 Hawthorne St. Services Seabrook, TX 77586 DE Flooring Goods and/or $209,449.48 2220 Gulf Freeway Services League City, TX 77573 Marine Inc. Goods and/or $172,400.00 402 Bay Ave. Services Kemah, TX 77565 Frank, Elmore, Goods and/or $160,000.00 Lievens, Chesney & Service Turet, L.L.P. Custom Components Goods and/or $114,078.95 Services Templar Star Protective Goods and/or $99,907.08 Services Services Kelley Technologies Goods and/or $88,953.36 Services Schindler Elevator Goods and/or $79,361.92 Services Universal Sprinkler Goods and/or $69,261.75 Corporation Services Astro Fence Goods and/or $49,766.34 Services Quality Built Goods and/or $46,188.64 Services Marton Roofing Goods and/or $44,011.88 Services Chico/Alliance One Goods and/or $25,899.18 Services Waste Management Goods and/or $25,783.28 Services New Birth Cleaning Goods and/or $20,767.00 Service services Alltex Glass Goods and/or $16,207.58 Services MEI-McCrory Goods and/or $12,600.00 Services WW Advertising Goods and/or $10,506.68 Services Randle Law Office Goods and/for $9,414.74 Ltd., L.L.P. Services The petition was signed by Carlo Marzano, general partner. General Growth Properties, Inc. Reports Results of Operations for First Quarter 2009 FORD MOTOR: Three Firms Bid for Volvo Unit ------------------------------------------ Geely Holding Group Co. and at least three more bidders are reviewing the books of Ford Motor Co.'s Volvo, Cathy Chan, Keith Naughton, and Ambereen Choudhury at Bloomberg News report, citing people familiar with the matter. According to Bloomberg, the sources said that Geely sent a team to Volvo's factory in Gothenburg, Sweden, in April to scrutinize the company's financial records. Bloomberg, citing people familiar with the matter, relates that Ford is seeking $2 billion for Volvo, less than a third of what it paid for the unit a decade ago. Ford put Volvo up for sale in December 2008 after the unit's U.S. sales dropped 31%, says Bloomberg. Ford Tries Controlling Absenteeism to Cut Costs Jeff Bennett at Dow Jones Newswires relates that Ford may cut a few more millions in costs from its annual operations by controlling absenteeism. Dow Jones states that Ford CEO Alan Mulally credited much of the Focus's future profitability to the new round of concessions it forged with the United Auto Workers. The report says that the concessions are allowing Ford to close some of its attendance loopholes by changing the rules on overtime and ending the practice of paying cash for unused vacation. Four years ago, Ford's absenteeism rate was 7.6%, Dow Jones says, citing Ford manufacturing chief Joe Hinrichs. The report quoted Mr. Hinrichs as saying, "We can save up to $60 million with every one% improvement in absenteeism. In the past there were opportunities for abuse by those that wanted to work the system. That has changed." According to Dow Jones, hourly employees are now paid overtime after 40 hours of work instead of at the end of eight hour shifts, and a worker can no longer cash in his unused vacation time for pay at year-end. Dow Jones states that UAW Vice President Bob King said that the union had no problem supporting the changes. According to the report, Mr. King said, "Someone else has to pick up the load when a person isn't there. There is a definite negative impact on the product when people aren't there." "Absenteeism is a serious problem because of the costs associated with keeping extra people to fill those slots and the impact on efficiency. If you have a team leader and he is busy covering for the absent employee then he spends all his time on the line rather than working to improve the operations," Dow Jones quoted Ron Harbour, who produces an annual report on auto manufacturing for consultant Oliver Wyman, as saying. Matthew Dolan and Stephen Power at The Wall Street Journal relates that Ford Motor isn't planning to match the temporary shutdown of auto manufacturing plants and widespread closure of car dealerships outlined in recent days by General Motors Corp. and Chrysler LLC. Citing Mr. Hinrich, WSJ states that GM won't mimic the scaled-back production at its rivals, who have been hit by cars and trucks piling up unsold on dealers' lots. "We have our inventory under control," the report quoted Mr. Hinrichs as saying. The precarious state of auto parts suppliers remains Ford's greatest concern after Chrysler filed for bankruptcy protection, WSJ says, citing Ford executive chairperson Bill Ford. Mr. Ford, according to WSJ, said that he was confident that the auto task force fully understood the need to support the industry's shared supplier base. According to WSJ, Ford CEO Alan Mulally said that the Company wouldn't accelerate or alter its plans to cut the number of its dealerships in the U.S., as the Company was already making good progress in reducing the number of its dealers, largely in metropolitan areas where Ford has too many. Mr. Ford, WSJ reports, has agreed with those who have cautioned that a significant increase in government fuel-economy standards may not be prudent while gas prices remain low. WSJ notes that Mr. Mr. Ford has long been a vocal advocate inside the Company of pursuing more environmentally friendly policies including the electrification of vehicles. According to WSJ, Mr. Ford said that he favors a gas tax to help stabilize gas prices, which then could help Ford and other automakers who are investing in small cars and electrified vehicles. Ford Invests $550MM to Build New Global Small Cars Ford is investing $550 million to transform its Michigan Assembly Plant into a lean, green and flexible manufacturing complex that will build Ford's next-generation Focus global small car along with a new battery-electric version of the Focus for the North American market. The plant, formerly the production site for Ford Expedition and Lincoln Navigators SUVs, is one of three North American light truck plants Ford is retooling to build fuel-efficient global small cars in the coming years. The new Focus will begin rolling off the line next year and the battery-electric version of the Focus -- Ford's first all-electric passenger car -- debuts in 2011. As part of the retooling, Ford will consolidate its operations from Wayne Assembly Plant. When production launches in 2010, approximately 3,200 employees will be building the new Focus at Michigan Assembly Plant. At the plant, Ford and United Auto Workers are developing modern new operating practices to ensure high quality and even greater efficiency. "The transformation of Michigan Assembly Plant embodies the larger transformation under way at Ford," said Mr. Alan Mulally. "This is about investing in modern, efficient and flexible American manufacturing. It is about fuel economy and the electrification of vehicles. It is about leveraging our expertise and vehicle platforms around the world and partnering with the UAW to deliver best-in-class global small cars. It is about skilled and motivated teams working together in new ways to create the future of automobile manufacturing in the United States." The reinvention of Michigan Assembly, once one of the world's most profitable auto plants during the SUV boom of the late 1990s, is rooted in the fundamental strategic shift by Ford to leverage its global assets to bring six world-class small cars to the American market by the end of 2012. To produce the vehicles, Ford is converting three truck and SUV plants to car plants -- Michigan Assembly, Cuautitlan Assembly in Mexico, which begins building the new Fiesta subcompact early next year; and Louisville Assembly, which will be converted to produce small vehicles from Ford's global Focus platform beginning in 2011. The new Focus is being developed in Europe -- where Ford is a leader in small cars -- off a new global C-car platform. Over time, the new platform will be the basis for more than 2 million units annually around the world, including Focus and other derivatives, allowing Ford to leverage economies of scale to improve investment efficiency. The zero-emission Focus battery-electric vehicle, which is being developed in partnership with Magna International, features a high-voltage electric motor powered by a high capacity Lithium Ion battery pack and charged by plugging in to a 110-volt or 220-volt outlet. The vehicle is one part of a larger strategy Ford announced in January to develop electric vehicles for North America quickly and affordably by leveraging its global platform capability. In addition to the Focus battery electric vehicle, Ford is collaborating with Smith Electric to sell a Transit Connect battery electric commercial vehicle for North America in 2010. Ford's product plans also include a next-generation hybrid vehicle in 2012 and a plug-in hybrid vehicle in 2012. "We're changing from a company focused mainly on trucks and SUVs to a company with a balanced product lineup that includes even more high-quality, fuel-efficient small cars, hybrids and all- electric vehicles," said Mark Fields, Ford's president of The Americas. "As customers move to more fuel-efficient vehicles, we'll be there with more of the products they really want." Investing in American manufacturing The $550 million investment in Michigan Assembly includes more than $430 million in manufacturing investment at the site, as well as $120 million for launch and engineering costs. In addition, Ford will be making significant investment in supplier tooling to support the plant. The state of Michigan, Wayne County and the city of Wayne contributed more than $160 million in tax credits and grants to support Ford's expansion opportunities. Key elements include: -- tax incentives based on job retention at the site; -- a Brownfield tax incentive for economic rehabilitation of the site; -- tax incentives to support integration of advanced batteries into new product development programs; and -- local property tax incentives for new investments at the site. Michigan Assembly Plant will be designated as the state's first automotive technology anchor site. This designation will support Ford's efforts by providing additional tax incentives to locate advanced technology suppliers in Michigan, related to future automotive technology applications. Michigan Assembly Transformation At the heart of the plant's manufacturing transformation is a flexible body shop operation, which uses reprogrammable tooling in the body shop, standardized equipment in the paint shop and a common-build sequence in final assembly, enabling production of multiple models in the same plant. Aiding in the implementation of flexible manufacturing is Ford's industry-leading virtual manufacturing technology. In the virtual world, engineers and plant operators evaluate tooling and product interfaces before costly installations are made on the plant floor. This method of collaboration improves launch quality and enables speed of execution. In a flexible body shop, at least 80% of the robotic equipment can be programmed to weld various sized vehicles. This "non-product specific" equipment gives the body shop its flexibility and provides more efficient use of the facility. The plant also will employ an efficient, synchronous material flow, where the material will move in kits to each operator, providing employees with the tools they need in the sequence they will need them. The plant features an integrated stamping facility, which allows the stamping and welding of all large sheet-metal parts on-site, ensuring maximum quality and minimum overhead. Modern Work Rules Along with the physical transformation at Michigan Assembly Plant, the UAW and Ford are working on a framework of new and class- leading operating practices that will enable the plant to operate at a high level of productivity while producing best-in-class quality products in a safe work environment. As part of this framework, Ford and the UAW are committed to establishing a strong, progressive culture at Michigan Assembly Plant that is based on teamwork, joint problem solving and continuous improvement. "The UAW is a key partner in enabling us to build these world- class vehicles competitively in the United States," said Joe Hinrichs, group vice president, Global Manufacturing and Labor Affairs. "This agreement will allow the work force to build on their quality commitment while improving productivity at the plant." About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 200 markets across six continents. With about 260,000 employees and about 100 plants worldwide, the company's core and affiliated automotive brands include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda. The Company provides financial services through Ford Motor Credit Company. The Company has operations in Japan in the Asia Pacific region. In Europe, the Company maintains a presence in Sweden, and the United Kingdom. The Company also distributes its brands in various Latin-American regions, including Argentina and Brazil. * * * As reported by the Troubled Company Reporter on April 15, 2009, Standard & Poor's Ratings Services said it raised its ratings on Ford Motor Co. and related entities, including the corporate credit rating, to 'CCC+' from 'SD-'. The ratings on Ford Motor Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank PLC, Ford Credit's European bank, are also unchanged, at 'B-', maintaining the one-notch rating differential between FCE and its parent Ford Credit. S&P said that the outlook on all entities is negative. Moody's Investors Service in December 2008 lowered the Corporate Family Rating and Probability of Default Rating of Ford Motor Company to Caa3 from Caa1 and lowered the company's Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade reflects the increased risk that Ford will have to undertake some form of balance sheet restructuring to achieve the same UAW concessions that General Motors and Chrysler are likely to achieve as a result of the recently-approved government bailout loans. Such a balance sheet restructuring would likely entail a loss for bond holders and would be viewed by Moody's as a distressed exchange and consequently treated as a default for analytic purposes. GARDNER APARTMENTS: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Gardner Apartments LLC 6902 Ford Dr NW Gig Harbor, WA 98335 Bankruptcy Case No.: 09-14313 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Samuel J. Steiner Debtor's Counsel: James L. Day, Esq. Bush Strout & Kornfeld 601 Union St Ste 5000 Seattle, WA 98101 Tel: (206) 292-2110 Fax: (206) 292-2104 Email: jday@bskd.com Total Assets: $3,012,118 Total Debts: $4,925,831 According to its schedules of assets and liabilities, $2,462,578 of the debt is owing to secured creditors, $197,329 for taxes owed to governmental units, and the remaining debt to creditors holding unsecured nonpriority claims. A full-text copy of the Debtor's petition, including its list of 6 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wawb09-14313.pdf The petition was signed by Donald L. Gardner, manager of the Company. GENERAL GROWTH: Releases 1st Quarter 2009 Results ------------------------------------------------- General Growth Properties, Inc. released on May 6 its first quarter 2009 operating results. For the first quarter of 2009, Core Funds From Operations (Core FFO) per fully diluted share were a loss of $0.38, Funds From Operations (FFO) per fully diluted share were a loss of $0.52 and Earnings per share - diluted (EPS) were a loss of $1.27. In the comparable 2008 period, Core FFO per fully diluted share were $0.74, FFO per fully diluted share were $0.73 and EPS were $0.01. The declines in Core FFO and FFO are primarily attributable to provisions for impairment, termination income and restructuring costs related to the development of alternatives to address our current liquidity and financing situations. A Supplemental Schedule of Significant FFO Items that Impact Comparability is provided with this release. In addition, the 2008 results have been restated to reflect the adoption of two accounting pronouncements as of January 1, 2009 that required retrospective application. General Growth previously filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the Southern District of New York. "Although approximately 166 of our regional malls and certain other subsidiaries have also sought voluntary protection in related Chapter 11 filings, our property management subsidiary, certain of our wholly-owned subsidiaries, and our joint ventures, either consolidated or unconsolidated, have not sought such protection," the Company said. The Bankruptcy Court has ruled to allow joint administration of these cases and has approved, on an interim basis, certain "first day" motions generally designed to permit continued normal operations and covering, among other things, employee obligations, critical service providers, tax matters, insurance matters, tenant obligations, cash management and cash collateral. These motions are subject to a final hearing before the Bankruptcy Court on May 8, 2009. The Company intends to pursue a plan of reorganization that extends mortgage maturities and reduces its corporate debt and overall leverage. "We intend to work with our various lenders and other constituencies to emerge from bankruptcy as quickly as possible while executing on a plan of reorganization that preserves GGP's integrated, national business operations," the Company stated. FINANCIAL AND OPERATIONAL HIGHLIGHTS * Core FFO is defined as Funds From Operations excluding the Real Estate Property Net Operating Income (NOI) from the Master Planned Communities segment and the benefit from (provision for) income taxes. Core FFO for the first quarter of 2009 was a loss of $122.9 million or $0.38 per fully diluted share as compared to a positive $220.3 million or $0.74 per fully diluted share for the first quarter of 2008. The primary reason for the Core FFO decline is the approximately $279.8 million of Core FFO impairments recognized in the first quarter of 2009, as detailed in our Supplemental Schedule of Significant FFO Items that Impact Comparability included with this release. No significant impairments were recognized in the first quarter of 2008. In addition, approximately $38.3 million of restructuring costs were incurred in 2009 whereas no such restructuring costs were incurred in the first quarter of 2008. With respect to minimum rents, approximately $11.7 million more of termination income was recognized in 2008 than in 2009. * FFO per fully diluted share was a loss of $0.52 in the first quarter of 2009. FFO for the quarter was a loss of $165.9 million as compared to $216.9 million in the first quarter of 2008. In addition to the items detailed in the Supplemental Schedule of Significant FFO Items that Impact Comparability, we experienced land sales declines in the Master Planned Community segment discussed below. * EPS for the first quarter of 2009 were a loss of $1.27 per share versus earnings of $0.01 in the first quarter of 2008. Our first quarter 2009 EPS were significantly impacted by the FFO items discussed above as well as increased depreciation due to the scheduled acquisition of The Shoppes at The Palazzo in 2008. SEGMENT RESULTS Retail and Other Segment * NOI for the first quarter of 2009 was $608.6 million, a decrease of approximately 4.1% from the $634.5 million reported in the first quarter of 2008. Minimum rents in the first quarter of 2009 declined approximately $2.7 million as compared to the same period of 2008 due to the 2008 sale of three office buildings and two office parks. Temporary tenant revenues, other revenues (including sponsorship, vending, parking and advertising) and overage rents declined in 2009 due to decreases in occupancy and the overall weakness of the retail economy. Weaknesses in certain of our tenants' businesses also led to an $8.6 million increase in our provision for doubtful accounts in 2009 as compared to 2008. In addition, other revenues declined in 2009 due to a loss on sale of outparcel land of $3.9 million whereas 2008 had outparcel sales gains of approximately $4.3 million. * Revenues from consolidated properties were $ 757.6 million for the first quarter of 2009, a decline of 5.1% compared to $798.3 million for the same period in 2008. The majority of this decline is due to the items impacting FFO. * Revenues from unconsolidated properties, at the Company's ownership share, increased to $152.1 million or 3.8% compared to $146.6 million in the first quarter of 2008. This increase was primarily due to the completion and commencement of operations at the Natick Collection in 2008. * Total tenant sales declined 6.1% and comparable tenant sales declined 6.7% in 2009, both on a trailing 12 month basis, compared to the same period last year. * Comparable NOI from consolidated properties in the first quarter of 2009 declined by 4.4% compared to the first quarter of 2008. Comparable NOI from unconsolidated properties at the Company's ownership share in the first quarter of 2009 increased by approximately 3.7% compared to the first quarter of 2008. In the aggregate, comparable segment NOI decreased 3.3% as compared to the first quarter of 2008. * Retail Center occupancy decreased to 90.9% at March 31, 2009, compared to 92.5% at December 31, 2008 and 92.7% at March 31, 2008. * Sales per square foot for first quarter 2009 (on a trailing twelve month basis) were $427 versus $438 for the fourth quarter 2008 and $460 in the first quarter of 2008. Master Planned Communities Segment * NOI in the first quarter of 2009for the Master Planned Communities segment was a loss of $54.4 million for consolidated properties and income of $0.3 million for unconsolidated properties as compared to a loss of $0.9 million and income of $7.7 million, respectively, in the first quarter of 2008. As detailed in the Supplemental Schedule of FFO Items that Impact Comparability, the NOI loss in the first quarter of 2009 is due primarily to the $52.8 million provision for impairment related to the agreement to sell substantially all of our remaining acreage at the Fairwood Community in a single bulk sale, a transaction which is expected to be completed in the third quarter of 2009. NOI remains negative for certain other communities as operating expenses cannot be completely eliminated despite the significant reduction in current sales revenues. * Land sale revenues in the first quarter of 2009were approximately $9.0 million for consolidated properties and approximately $5.1 million for unconsolidated properties, compared to $9.1 million and $23.1 million, respectively, in the first quarter of 2008. 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: Renault Eyeing Saturn; Geely Bids for Saab Unit --------------------------------------------------------------- John D. Stoll and Norihiko Shirouzu at The Wall Street Journal report that General Motors Corp.'s Saturn and Saab units have attracted two potential buyers. WSJ says that GM is considering several options for Saturn, including the closure of the unit. Citing people familiar with the matter, WSJ states that Renault SA, which controls Nissan Motor Corp. and Samsung Motors, has joined the list of Saturn's suitors and is in talks with GM about potentially acquiring the brand. People familiar with the matter said that Saturn would be Renault's launching pad for growth in North America, WSJ relates. According to WSJ, the sources said that under a deal being negotiated, Renault could eventually use the Saturn network of 400-plus dealers to sell its own cars, including vehicles made by Renault or Samsung and sold as Saturns. WSJ, citing one of the sources, states that Renault could eventually build Saturn vehicles in the U.S. if the brand supports solid sales volumes. WSJ says that any move with Saturn will require the approval of the U.S. Treasury Department. WSJ states that any buyer of the Saturn division likely wouldn't put direct cash in the deal, but would need to take on liabilities and the costs of running the business. GM, says the report, currently aims to stop building Saturn's five models by year-end. Some of these dealers have been working to save Saturn by forming investor groups or helping GM find a buyer for the brand. GM may be open to building Saturn products on a contract basis under the right circumstances. Geely Wants Saab According to WSJ, people familiar with the matter said that Geely Automobile Holdings Ltd. has submitted a bid to acquire GM's Saab unit. Citing people familiar with the matter, WSJ states that a team of Geely executives traveled to Sweden during the past few weeks to tour Saab's production and research-and-development facilities, and to meet with members of the Swedish auto maker's management team, before submitting a bid for Saab. WSJ relates that Geely, which is one of "three to four" serious bidders for Saab, submitted a bid earlier for Ford Motor Co.'s Volvo unit in Sweden. WSJ notes that the Saab bid could be designed to pressure Ford to respond to Geely's bid for Volvo, or to raise Geely's chances of acquiring a foreign car maker in case the Volvo effort fails. If an automaker or an investor is bidding for Saab to shift its production out of Sweden, that might not bode well with the Swedish government, which is moving to provide loan guarantees to bail Saab out of its financial trouble, WSJ says citing Saab spokesperson Eric Geers. Analyst Doubt U.S. Govt Could Recover Money Lent to GM Josh Mitchell and Eric Morath at Dow Jones Newswires report that financial analysts doubt on GM's ability to repay the U.S. government loans, given the Company's debt load and sales outlook. According to Dow Jones, GM has admitted that it can't repay the U.S. loans in the original time frame and is proposing that the U.S. Treasury Department accept majority ownership -- a 51% stake -- of the Company in exchange for wiping out about $10 billion in debt. Talks on this proposal are ongoing, says Dow Jones. Citing analysts, Dow Jones relates that the government still may lose at least some of the $15.4 billion it has lent GM since January 2009. Dow Jones states that the analysts said that it would likely take years of profits and a significant appreciation of GM's value for the government to get back all of its money, a time frame which, according to Dow Jones, would appear to conflict with the Obama administration's insistence that any government takeover of the Company be short-lived. Dow Jones quoted Moody's Economy.com director Joe Brusuelas as saying, "Should a GM bankruptcy not proceed as the government wishes, or demand for GM automobiles doesn't rebound, there is an outsized risk that the government could sustain substantial losses." With a stake in GM, the U.S. government "will be left to wait, and hope that GM can pull out of this nosedive and be a successful company when this is done," Dow Jones states, citing IHS Global Insight automotive analyst Aaron Bragman. About General Motors Corp. 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. 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. 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. Going Concern Doubt 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. 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. GLOBAL GROUP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Global Group, Inc. 4901 North Beach Fort Worth, TX 76137 Bankruptcy Case No.: 09-42719 Chapter 11 Petition Date: May 4, 2009. Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Jeff P. Prostok, Esq. Forshey & Prostok, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: (817) 877-8855 Email: jpp@forsheyprostok.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor did not file list of creditors together with its petition. The petition was signed by James S. Wolf, chairman and director. GOLDEN CROSSING: Moody's Downgrades Senior Secured Rating to 'B1' ----------------------------------------------------------------- Moody's Investors Service downgraded Golden Crossing Finance Inc. underlying rating for the backed senior secured bank facilities to B1 from Ba1. The outlook is developing. This concludes the review for possible downgrade that was initiated on April 16, 2009. The downgrade reflects the lack of final resolution with respect to a cross default provision in GCFI's loan agreement which could be triggered under certain circumstances related to one of the monoline insurers, i.e. XL Capital Assurance (UK) Ltd (a.k.a. Syncora, rated Ca, developing outlook). As indicated when GCFI's senior secured rating was put under review for downgrade on April 16, 2009, the cross default trigger is now a key immediate risk for the project company. Syncora has announced that it was suspending claims payments as of April 26, 2009 (which did not trigger the cross default provision under the GCFI loan agreement) and the deadline of May 29 for completing a successful restructuring is approaching rapidly. Moody's is also aware that the regulators could seek Syncora's liquidation or rehabilitation earlier than May 29. As a result, the risk that a cross default could be triggered before any final resolution is reached is increasing. The risk is heightened by the fact that the loan documents are very complex and involve multiple parties. From a construction point of view, the project remains on time and budget with substantial completion expected by the end of the month. The outlook is developing reflecting the possibility of two opposite outcomes. If the cross default provision is dealt with permanently before it can be triggered, the rating of GCFI could be upgraded. The extent of the upgrade would be dictated by the conditions, if any, associated with the resolution of the cross default provisions. If however, there is no final satisfactory solution, the rating of GCFI is more likely to converge with that of Syncora. The last rating action was on April 16, 2009 when GCFI was put under review for possible downgrade. Debt list: -- Insured Senior Secured Bank Credit Facilities: C$963.4 million. Golden Crossing Finance and Golden Crossing General Partnership are special purpose vehicles indirectly owned by Bilfinger Berger AG (not rated). Both GCFI and GCGP are headquartered in Vancouver, British Columbia. GCFI is the financial conduit created to provide funding to GCGP for the development of the Golden Ears Bridge project, which consists of a new six-lane bridge across the Fraser River east of Vancouver, British Columbia, and approximately 13 kilometres of new and existing roads. The project is a Public Private Partnership with the South Coast British Columbia Transportation Authority. GSCP LP: Failure to Pay Principal Loan Cues S&P's 'D' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its counterparty credit rating on GSCP (NJ) L.P. to 'D' from 'B'. "The rating action follows the management company's failure in April 2009 to pay a scheduled principal payment on its term loan due in February 2012," explained Standard & Poor's credit analyst Chris C. Cary. GSCP is currently negotiating a restructured loan agreement with its lender. S&P does not foresee GSCP raising adequate new fee-generating funds under management. In S&P's view, it is also unlikely that GSCP could viably reduce operating costs further to improve its cash position. In addition, in S&P's opinion, it is likely that the management company could experience significant further write- downs in its investment portfolio. If GSCP and its lender agree on a loan restructuring, S&P could review the rating. GUROSA CORPORATION: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Gurosa Corporation P.O. Box 1911 Brownsville, TX 78522 Tel: (956) 546-5573 Bankruptcy Case No.: 09-10261 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Southern District of Texas (Brownsville) Judge: Richard S. Schmidt Debtor's Counsel: Joseph G. Soliz, Esq. Soliz Law Firm PLLC 2500 City West Blvd., Ste. 300 Houston, TX 77042 Tel: (713) 228-8922 Fax: (713) 228-8959 Email: jsoliz@aol.com Estimated Assets: $100 million to $500 million Estimated Debts: $100 thousand to $500 thousand The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cameron County Tax Prop. Tax Claim $16,000 Assessor-Collector 964 East Harrison St. Fist Floor Administration Bldg. Brownsville, TX 78520 Port Isabel ISD Prop. Tax Claim $2,008 101 Port Road Port Isabel, TX 78578 Texas Southmost College Dist. Prop. Tax Claim $1,l00 80 Fort Brown Brownsville, TX 78520 Brownsville ISD Prop. Tax Claim $900 Lago Viejo Homeowners' Prop. Tax Claim $350 Association, Inc. Brownsville Navigation Prop. Tax Claim $100 District The petition was signed by Guillermo Vega, Jr., president of the Company. HEALTH NET: S&P Affirms Counterparty Credit Rating at 'BB' ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' counterparty credit rating on Health Net Inc. At the same time, Standard & Poor's affirmed its 'BBB-' counterparty credit and financial strength ratings on Health Net's core operating subsidiaries, Health Net of California Inc. and Health Net Life Insurance Co. S&P also affirmed the 'BB+' counterparty credit and financial strength ratings on the company's strategically important subsidiary, Health Net Health Plan of Oregon Inc. Finally, S&P affirmed the 'BB+' counterparty credit and financial strength ratings on the nonstrategic subsidiaries, which are Health Net of Arizona Inc. and Health Net of the Northeast Inc.'s operating subsidiaries, Health Net of Connecticut Inc., Health Net of New Jersey Inc., Health Net of New York Inc., and Health Net Insurance of New York Inc. The outlook on all of the ratings remains negative. "The ratings reflect the consolidated group's well-established competitive position in its core California marketplace, meaningful earnings and cash flow diversity from subsidiaries' government contracts (Health Net Federal Services LLC and Managed Health Network Inc.), and conservative parent company debt leverage," said Standard & Poor's credit analyst Neal Freedman. "Offsetting these positive factors are concerns regarding Health Net's operating performance deterioration and the company's limited product scope." Standard & Poor's also revised its group status of some of Health Net Inc.'s operating subsidiaries following the company's announcement that it is looking at strategic alternatives for these subsidiaries. S&P revised the group status of Health Net of Arizona Inc. and the operating subsidiaries of Health Net of the Northeast Inc. to nonstrategic from strategically important. Health Net operates one of the largest HMOs in California, which is characterized by a relatively concentrated population. The company's insured membership in California (excluding Medicare Part D Prescription Drug Plan enrollment) totaled about 2.3 million as of year-end 2008, which constituted 72% of consolidated insured membership as of Dec. 31, 2008. The California operations have contributed significantly to the company's ability to provide liquidity to the parent and to fund growth internally. HILL COUNTRY GALLERIA: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------------- Austin Business Journal reports that Hill Country Galleria, L.P., has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Western District of Texas, three weeks after it was posted for foreclosure. Bankruptcy will let Hill Country Galleria to restructure its construction loan, Business Journal states, citing Opus West Corp., the Company's parent. According to Business Journal, Hill Country Galleria failed to refinance the project's short-term loan, which resulted in the foreclosure posting in April 2009. Court documents say that Hill Country Galleria listed $100 million to $500 million in assets and $100 million to $500 million in liabilities. Business Journal says that Hill Country Galleria has 200 to 999 in creditors. Opus South, an Atlanta-based division of Opus West, also filed for bankruptcy protection, Business Journal states. Hill Country Galleria, L.P., is a mall in Bee Cave, Texas. Hill Country Galleria opened in 2007 and is anchored by Dillard's, Barnes & Noble and Dick's Sporting Goods. HENDRIX RECYCLING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Hendrix Recycling Inc. 940 E Broadway Rd Phoenix, AZ 85040 Bankruptcy Case No.: 09-09384 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Ronald J. Ellett, Esq. Ellett Law Offices, P.C. 2999 North 44th Street Suite 550 Phoenix, AZ 85018 Tel: (602) 235-9510 Fax: (602) 235-9098 Email: rjellett@ellettlaw.phxcoxmail.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 when it filed its petition. The petition was signed by Steven Hendrix, president of the Company. HERSCHEL GLENN BURGESS: Case Summary & 17 Largest Unsec. Creditors ------------------------------------------------------------------ Joint Debtors: Herschel Glenn Burgess, Jr. aka Bud Burgess dba Burgess Ranches mem Burgess LLC mem Burgess II LLC Isabelle Hollister Burgess aka Busy Burgess 23970 North Road Eckert, CO 81418 Bankruptcy Case No.: 09-18410 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Michael E. Romero Debtors' Counsel: Guy B. Humphries, Esq. 1801 Broadway Ste. 1100 Denver, CO 80202 Tel: (303) 832-0029 Fax: (303) 382-4165 Email: guyhumphries@msn.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 Debtors' petition, including their list of 17 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cob09-18410.pdf The petition was signed by the Joint Debtors. HILL COUNTRY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Hill Country Galleria, L.P. 12912 Hill Country Blvd., Suite T-100 Bee Cave, TX 78738 Bankruptcy Case No.: 09-11175 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Western District of Texas (Austin) Debtor's Counsel: Bryan L. Elwood, Esq. Greenberg Traurig, LLP 2200 Ross Avenue, Suite 5200 Dallas, TX 75201 Tel: (214) 665-3641 Fax: (214) 665-5941 Email: elwoodb@gtlaw.com Type of Business: The company is a single asset real estate debtor. Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Tony C's 71, LP Tenant Improvements $108,709 Attn: Dan Ciola 1310 Highway 620 South Austin, TX 78734 Art Attack, Inc. Tenant Improvements $85,920 Attn: Linda Racino 303 Jack Nicklaus Drive Austin, TX 78738-1714 Land-Bishop Realthy, Inc. Tenant Improvements $78,446 13420 Galleria Circle, Suite A105 Austin, TX 78738-5373 Twin Liquors Security Deposit $35,000 Hill Country Fitness, LLC Tenant Improvements $26,086 Tokyo Steak/Shiro Security Deposit $17,250 Angels Nail & Tan Security Deposit $14,000 Sideline Ventures, LLC Security Deposit $13,635 Ambrust & Brown LLP Legal Fees $12,973 STG Design Inc. Space Planning $11,327 Galleria Toys, LLC Security Deposit $9,828 Morehead Brokerage, LLC Lease Commission $8,350 Apricot Lanes Security Deposit $7,026 Delta Survey Group Inc. Survey $6,802 Dogadillo Inc. Security Deposit $6,000 Zoltan David Security Deposit $5,908 RTG Business Enterprises, LP Security Deposit $5,159 Birgitte, Inc. Security Deposit $4,910 Sunglass Hut Trading Corp. Tenant Improvement $4,137 Falcon Realty Advisors Leasing Commission $2,542 The petition was signed by John Greer, Vice President of OWC Hill Country, Inc., the general partner of the Debtor. HOST HOTELS: S&P Assigns 'BB+' Rating on $350 Mil. Notes -------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB+' senior rating (two notches above the 'BB-' corporate credit rating) and its '1' recovery rating to Host Hotels & Resorts L.P.'s proposed $350 million senior notes due 2017, reflecting S&P's expectation that lenders would achieve significant (90% to 100%) recovery in a simulated payment default scenario. Proceeds from the proposed notes issue will be used primarily to repay about $200 million in revolver balances (as of March 2009) and to repay the company's $135 million Westin Kierland mortgage due 2009. In addition, S&P affirmed all ratings and the rating outlook is negative. "The rating reflects Host's highly leveraged financial risk profile and, as a real estate investment trust, its reliance on external sources of capital for growth," said Standard & Poor's credit analyst Emile Courtney. The company's high-quality and geographically diversified hotel portfolio within the U.S. of 116 owned hotels and approximately 63,000 rooms, high barriers to entry for new competitors because of its hotels' locations (primarily in urban and resort markets or close to airports), its strong brand relationships, and experienced management team temper these factors. In addition to the proposed debt issuance, Host issued $500 million in common equity in April, which the company said it will use for debt repayment. Following the equity issuance (and not including the proposed debt issuance), Host has more than $1.1 billion in cash and is well positioned to meet near-term maturities. These include, if needed, the company's $175 million San Diego Marriott Hotel & Marina mortgage due 2009 (which Host has stated it plans to refinance by July 2009), and the remaining $325 million in 3.25% exchangeable senior debentures that holders can put to Host in April 2010. In addition, Host released its first-quarter 2009 earnings in April 2009 and lowered its view of 2009 revenue per available room to a decline of 18% to 20% (from a decline of 12% to 16%) and its 2009 adjusted EBITDA expectation to $800 million to $850 million (from $850 million to $930 million). The company's lowered 2009 adjusted EBITDA guidance translates into a year-over-year decline of about 40%, from a previously expected decline of about 35%. This primarily is the result of the negative impact of the current lodging cycle because the pace of business and leisure travel demand has worsened and Host's operating leverage as a hotel owner and its concentration in upscale and luxury price segments. HOUSTON REAL ESTATE: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Houston Real Estate Properties, LLC 2500 West Loop South, Suite 255 Houston, TX 77027 Bankruptcy Case No.: 09-33215 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Debtor's Counsel: Leonard H. Simon, Esq. Pendergraft & Simon L.L.P. 2777 Allen Parkway Ste 800 Houston, TX 77019 Tel: (713) 528-8555 Fax: (832) 202-2810 Email: lsimon@pendergraftsimon.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 when it filed its petition. The petition was signed by Naeem Choudhri, manager of the Company. JENNIFER NGUYEN: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Jennifer Nguyen 8263 Lily Ave Westminster, CA 92683 Bankruptcy Case No.: 09-14110 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Bryan L. Ngo, Esq. Blue Capital Law Firm, P.C. 14441 Brookhurst St Ste 8 Garden Grove, CA 92843 Tel: (714) 839-3800 Fax: (714) 839-1887 Email: bngo@bluecapitallaw.com Total Assets: $2,158,954 Total Debts: $2,231,736 According to its schedules of assets and liabilities, $2,087,745 of the debt is owing to secured creditors, $25,626 for taxes owed to governmental units, and the remaining debt to creditors holding unsecured nonpriority claims. A full-text copy of the Ms. Nguyen's petition, including her list of 11 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-14110.pdf The petition was signed by Ms. Nguyen. JOHN LAWRENCE JONES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: John Lawrence Jones aka Johnny L. Jones PO Box 12657 Dallas, TX 75225 Bankruptcy Case No.: 09-32845 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Gregory Alan Whittmore, Esq. 5910 N. Central Expwy., Suite 1010 Dallas, TX 75206 Tel: (214) 891-6277 Email: kearsage@msn.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 Mr. Jones' petition, including his list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txnb09-32845.pdf The petition was signed by Mr. Jones. JUDY ANN JENSEN: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Judy Ann Jensen aka Judith Ann Jensen aka J. Selch Sensen 32101 E Nine Dr Laguna Niguel, CA 92677 Bankruptcy Case No.: 09-14106 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Robert N. Kwan Debtor's Counsel: Jerome Edelman, Esq. 17671 Irvine Blvd Ste 220 Tustin, CA 92780 Tel: (714) 505-2700 Fax: (714) 505-9424 Email: Edelman@fea.net Total Assets: $4,367,755 Total Debts: $3,555,484 According to its schedules of assets and liabilities, $3,456,497 of the debt is owing to secured creditors, $43,686 for taxes owed to governmental units, and the remaining debt to creditors holding unsecured nonpriority claims. A full-text copy of the Ms. Jensen's petition, including her list of 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cab09-14106.pdf The petition was signed by Ms. Jensen. LISBON VALLEY: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: Lisbon Valley Mining Co., LLC P.O. Box 248 La Sal, UT 84530 Case Number: 09-24486 Involuntary Petition Date: May 4, 2009 Court: District of Utah (Salt Lake City) Judge: Judith A. Boulden Petitioner's Counsel: Scott S. Bridge, Esq. sbridge@keslerrust.com Kesler & Rust 68 South Main Street, 2nd Floor Salt Lake City, UT 84101 Tel: (801) 532-8000 Fax: (801) 531-7965 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Wheeler Machinery rental $25,911 4901 W. 2100 S. Salt Lake City, UT 84120 Fenner Dunlop fuel $113,261 1715-B E. Broadway Farmington, NM 87401 Fraley & Co. services $14,014 PO Box Drawer W Cortez, CO 81321 MANDRA FORESTRY: Moody's Cuts Corporate Family Rating to 'Ca' ------------------------------------------------------------- Moody's Investors Service has downgraded to Ca from Caa1 the corporate family rating of Mandra Forestry Holdings Ltd and senior unsecured rating of notes issued by Mandra Forestry Finance Ltd and guaranteed by Mandra. The outlook for the ratings is negative. "The rating downgrade follows Mandra's letter to note holders indicating that the company does not currently intend to make its May 15, 2009 interest payment on the notes until its liquidity situation improves," says Wonnie Chu, a Moody's Analyst. "This could be a result of the draw-down of the working capital facility in China, or the completion of the proposed acquisition and related restructuring," says Chu, also Moody's lead analyst for the company. "Moody's believes that the possibility of missing the interest payment is high; the downgrade to Ca therefore reflects the low expected recovery rate for note holders," she adds. The negative outlook reflects the uncertainty over the outcome of Mandra's debt restructuring process. Mandra's ratings were assigned by evaluating factors Moody's believes are relevant to its credit profile, such as its i) business risk and competitive position versus others within its industry; ii) capital structure and level of financial risk; iii) projected performance 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 Mandra's core industry; the company's ratings are believed to be comparable to those of other issuers of similar credit risk. The last rating action with respect to Mandra was on December 15, 2008, when its ratings were downgraded to Caa1 from B3 with a negative outlook. Mandra Forestry Holdings Ltd is a holding company in which Mandra Capital holds 75%, Sino-Forest 15% and Morgan Stanley 10%. It is engaged in forestry plantation activities in China's Anhui and surrounding provinces. MARGAUX ROCKPORT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Margaux Rockport Partners, Ltd. 14900 Landmark Blvd. Suite 610 Dallas, TX 75254 Bankruptcy Case No.: 09-32850 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Vickie L. Driver, Esq. Pronske & Patel, P.C. 1700 Pacific Avenue Suite 2260 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 Email: vdriver@pronskepatel.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 when it filed its petition. The petition was signed by Donald L. Silverman. MARSHALL W. CRISS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Marshall W. Criss 3315 Windemere Lane Memphis, TN 38125 Bankruptcy Case No.: 09-24873 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: Toni Campbell Parker, Esq. P.O. Box 240666 Memphis, TN 38124-0666 Tel: (901) 483-1020 Email: tparker001@bellsouth.net Total Assets: $1,146,330 Total Debts: $882,678 According to its schedules of assets and liabilities, $333,890 of the debt is owing to secured creditors, $26,953 for taxes owed to governmental units, and the remaining debt to creditors holding unsecured nonpriority claims. 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/tnwb09-24873.pdf The petition was signed by Mr. Criss. MARY SCHOOLER: Involuntary Chapter 7 Case Summary ------------------------------------------------- Alleged Debtor: Mary Catherine Schooler 12 Edgewater Drive Amarillo, Tx 79106 Case Number: 09-20261 Debtor-affiliates filing subject to Chapter 7 petitions: Entity Case No. ------ -------- Maurice Schooler Jones 09-20263 Louise Conley Jones 09-20264 Catherine D. Koehler Jones 09-20265 Involuntary Petition Date: May 1, 2009 Court: Northern District of Texas (Amarillo) Judge: Robert L. Jones Petitioner's 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 ----------- --------------- ------------ Herring Bank guaranty $1,505,000 1001 S. Harrison Amarillo, Tx 79101 Attebury Family guaranty $3,000,000 Partnership, L.P. c/o Ray Sharp secretary/treasurer 5744 Canyon Drive Amarillo, Tx 79109 Robert L. Templeton investment $3,500,000 P.O. Box 15010 Amarillo, TX 79105 Storseth Family Trust $2,100,000 209 S. Arthur Amarillo, TX 79102 MAXUM PETROLEUM: S&P Raises Corporate Credit Rating to 'B+' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Maxum Petroleum Operating Co. to 'B+' from 'B'. "The upgrade reflects the company's significant reduction in leverage as a result of a recapitalization that resulted in repayment of its entire term loan," said Standard & Poor's credit analyst Amy Eddy. Annualized pro forma leverage for the first quarter ended March 31, 2009, is less than 1x. The considerably improved capital structure, as well as adequate liquidity gives us increased comfort that Maxum's credit metrics will be in line with expectations for the rating, despite lower volumes in their core diesel and gasoline delivery business. The ratings on Maxum also reflect thin margins, significant working-capital needs, and integration risks associated with its acquisitive growth strategy. Maxum's business risk profile is vulnerable. The company participates in the very fragmented distribution market for diesel fuel (84% of 2008 revenues), gasoline (7%), lubricants (7%), and services (2%). The diesel and gasoline markets are characterized by high sales volume and slim margins. Although Maxum is a leading competitor, it represents only about 1% of the total market, with smaller companies and mom-and-pop operations serving much of the remainder of the market. To leverage its market position, Maxum has developed a proprietary pricing and procurement system -- a centralized computer system that allows customers to place orders for delivery, typically within 24 hours. The resulting rapid inventory turnover of two days greatly limits Maxum's exposure to commodity price swings, which Standard & Poor's Ratings Services views as favorable. However, the company's acquisitive roll-up strategy also weighs on its business risk profile. Historically, most of Maxum's growth has come from acquiring smaller competitors. Although this strategy has allowed Maxum to diversify its product line into more lucrative products such as lubricants and services, it also results in integration risk and complicates operating-performance comparisons. Given the very fragmented and commodity-driven nature of the industry, customers would have ready access to alternate distributors if integration problems affected product deliveries. The outlook is stable. An upgrade is unlikely given the considerable working capital requirements associated with the business model. S&P could consider negative rating actions if liquidity declines to less than $60 million either due to poor operating performance or a more aggressive use of derivatives. MCD PROPERTIES: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: MCD Properties, LTD 7 Papaya Brownsville, TX 78521 Bankruptcy Case No.: 09-10259 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Southern District of Texas (Brownsville) Judge: Richard S. Schmidt Debtor's Counsel: Abelardo Limon, Jr., Esq. Limon Law Office PC 890 W Price Rd Brownsville, TX 78520 Tel: (956) 544-7770 Fax: (956) 544-4949 Email: alimon@limonlaw.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 6 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txsb09-10259.pdf The petition was signed by Carlos Huerta, manager of the Company. MDC ROCKPORT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: MDC Rockport, Inc. 14900 Landmark Blvd. Suite 610 Dallas, TX 75254 Bankruptcy Case No.: 09-32851 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Vickie L. Driver, Esq. Pronske & Patel, P.C. 1700 Pacific Avenue Suite 2260 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 Email: vdriver@pronskepatel.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 when it filed its petition. The petition was signed by Donald L. Silverman, president of the Company. METOKOTE'S CORPORATION: Weak Liquidity Cues Moody's Junk Rating --------------------------------------------------------------- Moody's Investors Service downgraded MetoKote's Corporation Corporate Family Rating and first lien senior secured credit facilities to Caa1 from B3. The Probability of Default rating was also lowered to Caa2 from Caa1. The company's rating outlook remained negative. The downgrade reflects the company's weakened liquidity position and heightened probability of default as the company is approaching a potential covenant violation under its credit agreement. The company's operating performance continued to trend well below Moody's expectation, as its revenues and operating profit dropped sharply since Moody's last rating action in January 2009. The resultant lower EBITDA generation which is likely to persist over the medium term has significantly reduced the cushion under its covenant compliance. "Absent a hockey-stick type of improvement in operating performance, which Moody's view is unlikely at this time, MetoKote would likely need to seek an amendment or covenant relief in the near term to avoid a covenant default," commented Moody's analyst John Zhao. MetoKote's weak performance is attributed to the plummeting automobile production level in North America since the second half of 2008 with the pace accelerated since January 2009, and is not likely to recover significantly in the near term per Moody's expectation. Although in recent years the company has diversified its industry concentration away from the auto sector, it still generates roughly 49% of sales from automotive end markets (approximately 19% of total revenues from Detroit-3 auto makers). As a result, MetoKote's most recent quarterly revenues fell approximately 38% compared to the prior year, while the decline of its operating profit was more significant (it become negative) due to the high operating leverage. The company's pricing protection mechanism, built into some of its contracts, is unlikely to fully offset this severe volume reduction per Moody's estimate. Therefore, the company will likely experience considerable strain to profitability, liquidity, and covenant compliance in the intermediate term. Tempering the above credit risks are the company's modest fixed charge requirement and its leading position in the niche outsourced industrial coating market. While the rating action is not directly related to the recent bankruptcy filing by Chrysler, Moodys's does consider the adverse effect of the additional idling of the Chrysler plants during the bankruptcy period and potential liquidity pressure arising from receivable collection. That said, Moody's believes that MetoKote's direct account receivables exposure with Chrysler should be fairly limited, considering its revenues with Chrysler is the least of all its businesses with the Detroit-3. Moody's also notes, as a Tier-2 supplier to Chrysler and other Detroit-3 auto OEMs, MetoKote is not directly participating in the government backed auto supplier receivable program at this time. These ratings are affected: * Corporate Family Rating -- downgraded to Caa1 from B3 * Probability of Default Rating -- downgraded to Caa2 from Caa1 * First-lien Senior Secured Credit Facility -- downgraded to Caa1 (LGD-3, 35%) from B3 (LGD-3, 35%) The rating outlook is negative. The last rating action was on January 29, 2009 when the company's CFR was lowered to B3 from B2 and outlook revised to negative from stable. MetoKote provides a full suite of outsourced industrial coating services to manufacturers in North America, Europe, and Brazil. The company offers solutions either within a customer's facility or at one of MetoKote's regional facilities. End markets served include automotive, heavy truck, agriculture, construction, metal furniture, appliances, and consumer products. For the trailing twelve month period ended January 31, 2009, the company's global operations generated approximately $190 million in revenue. MGM MIRAGE: Contributes $12,931,000 to IKM Joint Venture -------------------------------------------------------- MGM MIRAGE through its wholly owned subsidiary, IKM MGM, LLC -- MGM JV -- entered into Amendment No. 2 to an operating agreement dated September 10, 2007, of IKM JV, LLC, as amended, with Kerzner Istithmar Las Vegas LLC, as members, and IKM MGM Management, LLC, and Kerzner Concepts Limited, as managers. Pursuant to Amendment No. 2, MGM MIRAGE contributed $12,931,000 to the joint venture, which amount represents one-half of the total pre-development costs incurred to date. All further business operations contemplated by the Amended Operating Agreement have been suspended, and either party has the right to dissolve the joint venture at any time. Additionally, the Kerzner JV Members waived and relinquished all rights to the property set forth in the Amended Operating Agreement and the Company has no further obligation to contribute such property to the joint venture. The Parties acknowledge and agree that, as of the Second Amendment Effective Date, the Company has incurred Pre-Development Expenses totaling $25,862,000, including aggregate Pre-Development Expenses incurred but not yet paid by the Company of $1,803,000. Notwithstanding the Parties' respective obligations to make contributions pursuant to the Agreement, MGM JV will, simultaneously with the mutual execution of the Amendment, contribute to $12,931,000 -- MGM JV's Pre-Development Contribution. Notwithstanding anything to the contrary in the Agreement, upon IKM JV's receipt of MGM JV's Pre-Development Contribution, the Managers will cause IKM JV to immediately distribute to Kerzner JV, as a partial return of Kerzner JV's Capital Contributions to IKM JV, $12,069,000. After IKM JV distributes the Kerzner JV Distribution, all remaining cash on hand will (i) first, be used to pay the Current Expenses, and (ii) thereafter, to the extent any funds remain, be distributed to the Parties in equal one-half shares. MGM JV acknowledges that a substantial portion of the Current Expenses relates to employee severance obligations incurred by Kerzner JV (but not yet paid) on behalf of IKM JV. To the extent that Kerzner JV actually pays the Current Expenses on behalf of IKM JV from time to time, the Managers will cause IKM JV to immediately reimburse Kerzner JV for the amount so paid. Kerzner JV hereby (i) consents to the immediate granting, creation or allowance of Encumbrances upon the Property, and (ii) waives and relinquishes any and all rights that it may have in and to the Property and the MGM Property Owners. MGM JV will have no further obligation under the Agreement to contribute to IKM JV the Property or any interest in the MGM Property Owners. Consequently, MGM MIRAGE and its subsidiaries, including without limitation the MGM Property Owners, will have the right to sell, transfer or encumber the Property, in whole or in part, at any time and from time to time without the consent and approval of Kerzner JV. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- is a hotel and gaming company. It owns and operates 17 properties located in Nevada, Mississippi and Michigan, and has investments in three other properties in Nevada, New Jersey and Illinois. MGM MIRAGE reported a net loss of $1.14 billion on revenues of $1.62 billion for the three months ended December 31, 2008. MGM MIRAGE reported a net loss of $855.2 million on revenues of $7.20 billion for year 2008. MGM MIRAGE had $23.2 billion in total assets, including $1.53 billion in total current assets; $3.0 billion in total current liabilities; and $12.4 billion in long-term debt. A full-text copy of the Annual Report on Form 10-K is available at no charge at: http://researcharchives.com/t/s?3ae0 The Company does not expect to be in compliance with the financial covenants under its senior credit facility at March 31, 2009. On March 17, Company obtained an amendment to the senior credit facility, which included a waiver of the requirement to comply with the financial covenants through May 15, 2009. Following expiration of the waiver on May 15, 2009, the Company will be subject to an event of default related to the expected noncompliance with financial covenants under the senior credit facility at March 31, 2009. The report of Deloitte & Touche, LLP, MGM MIRAGE's independent registered public accounting firm on the Company's consolidated financial statements for the year ended December 31, 2008, contains an explanatory paragraph with respect to the Company's ability to continue as a going concern. * * * As reported by the Troubled Company Reporter on March 23, 2009, Moody's Investors Service downgraded MGM MIRAGE's Probability of Default Rating to Caa3 from Caa2 and its Corporate Family Rating to Caa2 from Caa1. According to the TCR on March 23, 2009, Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Las Vegas-based MGM MIRAGE and its subsidiaries by two notches; the corporate credit rating was lowered to 'CCC' from 'B-'. These ratings were removed from CreditWatch, where they were initially placed with negative implications on January 30, 2009. S&P said that the rating outlook is negative. The TCR reported on March 25, 2009, that Fitch Ratings took these rating actions for MGM MIRAGE following the lawsuit filed against MGM by City Center JV partner Dubai World, and the two-month covenant waiver obtained from its bank lenders: -- Issuer Default Rating downgraded to 'C' from 'CCC'; -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2'; -- Senior unsecured credit facility downgraded to 'CC/RR3' from 'B-/RR3'; -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3'; -- Senior subordinated notes affirmed at 'C/RR6'. MIDWAY GAMES: Proposes July 15 Bar Date for Proofs of Claim ----------------------------------------------------------- Midway Games Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to establish July 15, 2009, as the general bar date for the filing of proofs of claim against the Debtors, and August 11, 2009, as the bar date by which all proofs of claim must be filed by governmental units. The Debtors filed their schedules of assets and liabilities and statement of financial affairs on April 23, 2009. As reported in the Troubled Company Reporter on April 28, 2009, Time Warner Inc.'s Warner Bros. is preparing a bid for Midway Games Inc., according to Bloomberg News, citing people familiar with the matter. Bloomberg related that Time Warner would add Midway Games' "Mortal Kombat" franchise, which has inspired two movies from Time Warner. According to Bloomberg, a source said that fewer than five bids for Midway Games were expected. Bloomberg stated that Vivendi SA, Viacom Inc., and Walt Disney Co. were also considering acquiring Midway Games. 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. In its schedules, Midway Games Inc. listed assets of $705,630,959 and debts $412,071,866. MILACRON INC: Pens Definitive Deal to Sell Assets for $175 Mil. --------------------------------------------------------------- Milacron Inc. has signed a definitive agreement to sell substantially all of its assets to a company formed by certain affiliates of Avenue Capital Group, certain funds or accounts managed by DDJ Capital Management LLC and certain other entities that together hold approximately 93% of the company's 11-1/2% Senior Secured Notes for total consideration estimated at approximately $175 million. The definitive agreement is on substantially the same terms as the agreement in principle for such a sale announced on March 10, the same day Milacron filed for Chapter 11 protection in Federal Bankruptcy Court in the Southern District of Ohio in Cincinnati. In return for Milacron's assets, the purchasers will, among other things, repay or assume Milacron's debtor-in-possession loan facilities, assume certain of the company's other liabilities, including ordinary course liabilities and other debt, credit bid $6.1 million of pre-petition secured notes and provide additional consideration to noteholders who are not part of the purchasing syndicate. The acquisition is part of a comprehensive financial restructuring, intended to permit Milacron to continue as a going concern with substantially less debt. "This is a significant milestone in our restructuring process," said Dave Lawrence, Milacron president and chief executive officer. "Since we began this reorganization process on March 10th, we have experienced a great outpouring of support from across the industry. This, coupled with the faith our investors have in Milacron's brands, products and people, positions us well for sustained long-term success moving forward." The definitive sale agreement is subject to Bankruptcy Court approval and potential competing bids from other parties, as well as certain other conditions. Milacron has requested the Bankruptcy Court to approve procedures to solicit submission of other qualified bids for Milacron's assets. Under the proposed procedures, if no other qualified bids are received by June 24, 2009, Milacron will request Bankruptcy Court approval of the sale on June 26, 2009. If at least one other qualified bid is received, an auction will be held on July 17, 2009 and Milacron's assets will be sold to the qualified bidder submitting the highest and best offer, subject to Bankruptcy Court approval. About Milacron Inc. Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ) 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. MONT BELVIEU: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: MONT BELVIEU, LLC 31805 Temecula Pkwy, #114 Temecula, CA 92592 Bankruptcy Case No.: 09-33131 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Barbara Mincey Rogers, Esq. Rogers, Anderson & Bensey, PLLC 1415 North Loop West Ste 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 Email: b.m.rogers@att.net Total Assets: $1,437,839 Total Debts: $1,621,240 According to its schedules of assets and liabilities, $897,956 of the debt is owing to secured creditors and the remaining debt to creditors holding unsecured nonpriority claims. A full-text copy of the Debtor's petition, including its list of 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txsb09-33131.pdf The petition was signed by Richard Johns, managing member of the Company. NALCO CO: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes --------------------------------------------------------- Moody's Investors Service assigned a rating of Ba1 to Nalco Company's new $250 million revolver due 2014 and $500 million term loan B due 2016 and assigned a Ba2 to the proposed $300 million senior unsecured notes offering due 2017 (see list below) Nalco's Corporate Family Rating is affirmed at Ba3. Proceeds from the offerings will be used for general corporate purposes, which Moody's assumes will likely include repayment and refinancing of all or a portion of existing bank facilities and other debt. The outlook for the ratings remains stable. In April 2009 Moody's upgraded the Corporate Family Rating of Nalco Finance Holdings LLC to Ba3 from B1 following over four years of strong performance since an initial public offering, by Nalco Holding Company, in November 2004 (see Moody's press release of April 7, 2009. Ratings were also upgraded on debt located at Nalco Company, an operating subsidiary. Nalco Company is a wholly-owned subsidiary of Nalco Holdings LLC. Nalco Finance Holdings LLC (issuer of the senior discount notes) is a direct parent of Nalco Holdings LLC. Nalco Finance Holdings Inc. (co- issuer of the senior discount notes) is a financing subsidiary of Nalco Finance Holdings LLC. "The Ba3 rating incorporates Moody's view that margin increases will aid in offsetting the impact of probable weakness in volume in 2009 and that this timely refinancing is a credit positive and improves liquidity." said Moody's analyst Bill Reed. Nalco's Ba3 CFR reflects continued strong cash flow growth over the last four years that has resulted in modestly improved credit metrics, even as debt levels have stayed elevated. The ratings are further supported by Nalco's entrenched competitive position as a global supplier of water treatment and process chemicals for industrial and institutional applications that generates strong EBITDA margins (roughly 18.5% excluding extraordinary items for the LTM ended December 31, 2008), the diversity of its end- markets, raw materials and customer base, modest capital expenditure requirements, and the improvement in its operating performance over the past two years despite a weak economic environment. The ratings incorporate the strength of the management team and significant barriers to entry, including high customer switching costs, patents, significant R&D spending, and long-term customer relationships. Nalco's ratings are further supported by strong market shares in certain business segments, favorable cost positions, and demonstrated stability in a highly leveraged environment. The Ba3 CFR rating is restrained nevertheless by the elevated debt levels that constrain the company's ability to handle any exogenous event that would have a negative impact on its financial performance. Even with the improved credit metrics debt to EBITDA remains high at 4.9 times at the end of 2008 down from 6.3 times at the end of 2005. In light of the high level of debt, Moody's reiterates that it is critical that Nalco generate at least $150 million of annual free cash flow (cash from operations less capital expenditures) to support its substantial debt load that on an adjusted basis approaches $3.8 billion. New Proposed Ratings Nalco Company * Guaranteed senior secured revolver, $250 million due 2014 -- Ba1 LGD2 26% * Guaranteed senior secured term loan B, $500 million due 2016 -- Ba1 LGD2 26% * Guaranteed senior unsecured notes, $300 million due 2017 -- Ba2 LGD3 39% Ratings Affirmed: Nalco Finance Holdings LLC / Nalco Finance Holdings Inc. -- Corporate Family Rating Ba3 -- Probability of Default Rating Ba3 -- Senior discount notes, $462 million due 2014 -- B2 LGD6 94% Nalco Company * Guaranteed senior secured revolver, $250 million due 2009 -- Ba1 LGD2 26%* * Guaranteed senior secured term loan A, $31 million due 2009 -- Ba1 LGD2 26%* * Guaranteed senior secured term loan B, $167 million due 2010 -- Ba1 LGD2 26% * Guaranteed senior unsecured notes, $932 million of US dollar and Euro denominated notes due 2011 -- Ba2 LGD3 39% * Guaranteed senior subordinated notes, $732 million of US dollar and Euro denominated notes due 2013 -- B2 LGD5 83% *Ratings to be withdrawn upon completion of refinancing Nalco's liquidity profile is good, reflecting strong operating cash flows, cash balances at the end of March 2009 of $163 million and a $160 million receivables facility due June 2010 (with $103 million in borrowings). The refinancing of Nalco's bank facilities, some of which were maturing in October 2009 and 2010, with extended multi-year maturities is viewed as a positive for the credit profile and liquidity. Moody's do believe that one of three new covenants, the total leverage ratio, that steps down beginning in the fourth quarter of 2009 to 4.75 to 1 (from 5.00 to 1) may be at a tighter level than anticipated. While this tightness can be offset by the stability of cash flows and the prospects for debt reduction Moody's will monitor Nalco's covenant compliance. The B2 rating of the senior discount notes reflects their structural subordination to a substantial level of debt at Nalco Company, the principal operating subsidiary. The notes are not guaranteed and interest has become cash pay with the first payment in August 2009. Nalco Finance Holdings LLC has no operating assets and is solely reliant on cash distributions from Nalco Holdings LLC to make cash interest payments beginning in August 2009. The bonds issued by Nalco Company contain covenants that will limit distributions from Nalco Holdings LLC to Nalco Finance Holdings LLC. These covenants include a standard restricted payments test and a minimum of two times interest coverage. Moody's most recent announcement concerning the ratings for Nalco was on April 7, 2009, when the CFR was raised to Ba3 along with other ratings. Nalco Company, headquartered in Naperville, Illinois, is a global producer of water treatment and process chemicals for industrial and institutional applications. Revenues were $4.2 billion for year ended December 31, 2008. NALCO CO: S&P Assigns 'BB-' Rating on Proposed $300 Mil. Notes -------------------------------------------------------------- Standard & Poor's Rating Agency assigned its 'BB-' issue rating and '3' recovery rating to Nalco Co.'s proposed $300 million senior unsecured notes due 2017. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. At the same time, Standard & Poor's also assigned its 'BB+' issue rating and '1' recovery rating to the company's proposed $250 million revolving credit facility due 2014 and its proposed $500 million senior secured term loan due 2016. The '1' recovery rating indicates S&P's expectation for very high recovery (90% to 100%) in the event of a payment default. Net proceeds from the proposed notes offering, along with proceeds from the new term loan facility, will be used to repay term loans outstanding under the company's existing senior secured credit facilities. S&P revised the issue-level rating on the outstanding $932 million in unsecured senior notes issued by Nalco Co. and guaranteed by its domestic subsidiaries and the parent Nalco Holdings LLC to 'BB-' (same as the corporate credit rating) from 'BB' and revised the recovery rating to '3' from '2'. The '3' recovery rating indicates S&P's expectation for a meaningful (50% to 70%) recovery in the event of a payment default. S&P also affirmed all other ratings, including the 'BB-' corporate credit rating on the company. The outlook is stable. "The rating on Nalco, a subsidiary of Nalco Holding Co., reflects high debt leverage and challenging industry conditions in the mature paper chemicals business, especially in Western Europe," credit analyst Liley Mehta said. "Partially offsetting these weaknesses are Nalco's strong competitive position in water treatment and process chemicals, respectable operating margins, and its ability to generate meaningful discretionary cash flows, which have been used in a balanced fashion to support growth and shareholder distributions," she said. The rating incorporates Nalco's position as a global leader in providing raw water and wastewater treatment, process improvement services, and chemicals and equipment programs for offerings that are technology- and service-intensive. The company also benefits from good customer diversity, with the largest customer representing 3% of sales. Nalco's well-established, defensible business position underpins a solid track record of operating profitability. Even when key end markets experience cyclical downturns, results exhibit a meaningful degree of stability, indicating the resilience of the specialty chemicals and service business. Nalco's industrial and institutional business is solid, and its energy services customers are experiencing ongoing growth industry conditions. However, the weak economic environment, plant closings (particularly in the manufacturing and mining sectors), and difficult operating conditions in the paper services segment, especially in Europe, temper overall revenue and earnings prospects. The outlook is stable. Ongoing cost-saving projects and decent growth prospects in emerging markets and the energy services business should support Nalco's proven cash-generating capability. NORWOOD PROMOTIONAL: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Norwood Promotional Products Holdings, Inc. aka CPTM, Inc. aka Norwood.com, Inc. aka NPPI GP, LLC aka Gerber Industries, Ltd. aka Norwood LCP, Inc. aka Advertising Unlimited, Inc. AUI aka Norwood Executive Management, L.P. aka NPPI Holdings, Inc. aka Norwood Canada, Ltd. aka Norwood Acquisition Corp. aka Chicago Price Tag Manufacturing Co., Inc. aka NPPI Intermediate, Inc. aka Norwood Intermediate, Inc. aka NPPI LP, LLC aka Duratec Corp. aka Janesville Group, Limited aka Letts of London, Ltd. aka The McCleery-Cumming Company, Inc. aka Key Industries, Inc. aka Air-Tex Corp. aka Artmold Products Corp. aka Renaissance Publishing Company, Inc. aka Radio Cap Company, Inc. aka Barlow Promotional Products, Inc. aka Souvenir, Inc. aka Norwood Collection, L.P. aka Barlow Acquisition, Inc. aka AUI Acquisition Corp. 10 West Market Street, Suite 1400 Indianapolis, IN 46204 Bankruptcy Case No.: 09-11547 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Norwood Promotional Products Holdings, Inc. 09-11547 Norwood Promotional Products, Inc. 09-11548 Norwood Operating Company, LLC 09-11549 Advertising Unlimited, LLC 09-11550 The McCleery-Cumming Company, LLC 09-11551 Renaissance Publishing Company, LLC 09-11552 Type of Business: The Debtors make and prints promotional items with corporate logos and messages. See http://www.norwood.com/ Chapter 11 Petition Date: May 5, 2009 Court: District of Delaware (Delaware) Judge: Peter J. Walsh Debtor's Counsel: Margaret Whiteman Greecher, Esq. bankfilings@ycst.com Pauline K. Morgan, Esq. bankfilings@ycst.com Young, Conaway, Stargatt & Taylor 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-1253 General Counsel: Kirkland & Ellis LLP Restructuring Consultant: Mackinax Partners LLC Claims Agent: Epiq Bankruptcy Solutions, LLC Investment and Financial Advisor: Houlihan Lokey Howard & Zukin Capital, Inc. Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Unisource Worldwide, Inc. Trade $931,038.08 6600 Governors Lake Parkway Norcross, GA 30071 Tel: (770) 447-9000 (800) 592-9525 Fax: (770) 734-2000 (763) 488-7241 UPS Mike Martin Trade $807,342 UPS Corporate Headquarters 55 GJenlake Parkway, NE Atlanta, GA 30328 Tel: (317) 753-7807 Fax: (708) 387-4365 TitIeist Mark Storey Trade $667,925 333 Bridge Street Fairhaven, MA 02719 Tel: (800) 225-8500 (800) 823-0773 Fax: (800) 246-3607 GPE Trade $358,943 Callaway Golf Company Trade $259,240 Victory Packaging Trade $259,061 Expeditors Int'l Trade $231,256 Hollco International (H.K.) Trade $210,497 Limited 3M Promotional Markets Trade $190,026 Nike David Pangraze Trade $188,323 In Zone Products, Inc. Trade $171,079 Thermo-Steel Trade $164,881 Ningbo Syloon International Trade $164,359 Xerox Corporation Trade $153,623 Merit Corporation Trade $144,358 Rogers Whitley Trade $136,521 IBM Corporation Trade $128,963 Langer Construction Company Trade $127,888 Williams Industries, Inc. Trade $124,381 Dave Shepard Enterprises Inc Trade $100,554 AMG Holdings, Inc. Trade $99,926 Index Industrial Corporation Trade $97,270 RIS Paper Company, Inc. Trade $92,902 Chinagama Industrial Corp. Trade $85,647 Beifa Group Co LTD Trade $83,487 Davro Products, Inc. Trade $81,305 La Crosse Litho Supply LLC Trade $80,102 Pride Manufacturing Trade $74,013 Goodhue County Tax $72,179 Auditor/Treasurer Cigna Healthcare Trade Undetermined The petition was signed by Keith A. Maib, chief financial officer. OBERLIN PLAZA ONE: Case Summary & 14 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Oberlin Plaza One, LLC 702 Oberlin Road Suite 400 Raleigh, NC 27605 Bankruptcy Case No.: 09-03686 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: N. Hunter Wyche, Jr., Esq. Wilson & Ratledge PLLC 4600 Marriott Drive Ste. 400 Raleigh, NC 27612 Tel: (919) 787-7711 Fax: (919) 787-7710 Email: hwyche@wilsonandratledge.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 14 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb09-03686.pdf The petition was signed by Jim Anthony, manager of the Company. OWENS ILLINOIS: Moody's Affirms 'Ba3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 Corporate Family Rating of Owens Illinois, Inc. and revised the ratings outlook to stable from positive. Additional instrument ratings are detailed below. Moody's took these rating actions for Owens Illinois, Inc.: -- Affirmed Corporate Family Rating at Ba3 -- Affirmed Probability of Default Rating at Ba3 -- Affirmed $500.0 million senior unsecured notes and debentures due in 2010 and 2018 at B2 (LGD 6, 92% from LGD 6, 90%) -- Affirmed Speculative Grade Liquidity Rating SGL - 2 Moody's took these rating actions for Owens -Brockway Glass Container, Inc.: -- Affirmed $900 million senior secured first lien revolving credit facility maturing June 15, 2012 at Baa3 (LGD 2, 11% from LGD 2, 12%) -- Affirmed $200 million senior secured first lien term loan B due June 12, 2013 at Baa3 (LGD 2, 11% from LGD 2, 12%) -- Affirmed EUR 225 million senior unsecured notes due December 1, 2014 at Ba3 (LGD 4, 57% from LGD 4, 54%) -- Affirmed $850.0 million senior unsecured notes due 2013-2014 at Ba3 (LGD 4, 57% from LGD 4, 54%) Moody's took these rating actions for OI European Group BV (Netherlands): -- Affirmed EUR 200 million senior secured first lien term loan D due June 12, 2013 at Baa3 (LGD 2, 11% from LGD 2, 12%) -- Affirmed EUR 300 million senior unsecured notes due March 31, 2017 at Ba3 (LGD 4, 57% from LGD 4, 54%) Moody's took these rating actions for ACI Operations Pty. Ltd. and O - I Canada Corp: -- Affirmed AUD 300 million senior secured first lien term loan A due June 12, 2013 at Baa3 (LGD 2, 11% from LGD 2, 12%) -- Affirmed CAD 138 million senior secured first lien term loan C due June 12, 2013 to Baa3 (LGD 2, 11% from LGD 2, 12%) The Ba3 Corporate Family Rating reflects O-I's leading position in the industry, commitment to debt reduction, and strategic focus on pricing and cost cutting. The rating also reflects the company's wide geographic foot print and strong liquidity. The ratings are constrained by the decline in volumes resulting from the current economic climate, concentration of sales and the uncertainty surrounding the asbestos liabilities. The ratings are also constrained by the near term limits to debt reduction stemming from the cash charges for asbestos, restructuring and pensions and the mature state of the industry. The revision of the outlook to stable from positive reflects financial results that have been below expectations contemplated at the time the outlook was assigned. Moody's believes that the company may be challenged to improve credit metrics sufficiently to warrant an upgrade within the rating horizon. Volumes have declined significantly due to the economic downturn. While the company has instituted cost cutting initiatives, the cost savings may not outweigh the decline in demand. Additionally, cash charges for asbestos, restructuring and the pension contribution will likely limit O-I's ability to pay down debt and improve its free cash flow to debt ratio over the near term. Moody's last rating action on O-I occurred on April 2, 2008 when Moody's upgraded the company's corporate family rating to Ba3 and the ratings outlook to positive from stable. Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. is one of the leading global manufacturers of glass containers, operating 80 plants in 22 countries. The company services the beverage and food industry and counts major global beer and soft drink producers among its clients. For the twelve months ended December 31, 2008, O-I had revenues of approximately $7.9 billion. PACIFIC ENERGY: Court Sets June 23 General Claims Bar Date ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has established June 23, 2009, at 4:00 p.m. prevailing Eastern time as the general bar date for the filing of proofs of claim in Pacific Energy Resources Ltd., et al.'s bankruptcy cases. Governmental units have until September 8, 2009, at 4:00 p.m. prevailing Eastern time to file proofs of claim. Proofs of claim must be filed so as to be actually received on or before the applicable bar date by: Omni Management Group, LLC 16161 Ventura Blvd., Suite C PMB 428, Encino CA 91436 Proofs of claim sent by facsimile, telecopy, or e-mail will not be accepted. Headquartered in Long Beach, California, Pacific Energy Resources Ltd. -- http://www.pacenergy.com/-- engages in the acquisition and development of oil and gas properties, primarily in the United States. The Company and seven of its affiliates filed for Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-10785). Attorneys at Pachulski Stang Ziehl & Jones LLP, represent the Debtors as counsel. The Debtors proposed Rutan & Tucker LLP as special corporation and litigation counsel; Schully, Roberts, Slattery & Marino, PLC, as special oil and gas and transactional counsel; Devlin Jensen as special Canadian counsel; Scott W. Winn, at Zolfo Cooper Management, LLC as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; and Albrecht & Associates, Inc., as agent for the Debtors in the sale of their oil and gas properties. Omni Management Group, LLC, is the claims, balloting, notice and administrative agent for the Debtors. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million and $500 million each. PACIFIC ENERGY: Files Schedules of Assets and Liabilities --------------------------------------------------------- Pacific Energy Resources Ltd., et al., filed with the U.S. Bankruptcy Court for the District of Delaware, their schedules of assets and liabilities, disclosing: Name of Debtor Assets Liabilities -------------- ------------ ------------ Pacific Energy Resources $202,870,798 $456,801,640 Pacific Energy Alaska Operating, Inc. $40,478,160 $642,025,512 Petrocal Acquisition Corp. $14,762,848 $392,446,864 Carneros Acquisition Corp. $14,728,066 $397,646,298 Carneros Energy, Inc. $14,728,066 $394,432,573 San Pedro Bay Pipeline $4,710,182 $393,918,235 Gotland Oil, Inc. $400 $392,843,511 Pacific Energy Alaska Holdings, Inc. $0 $521,663,471 Copies of Pacific Energy Resources Ltd., et al's SALs are available at: http://bankrupt.com/misc/PacificEnergy.SAL.pdf http://bankrupt.com/misc/PEAOI.SAL.pdf http://bankrupt.com/misc/PetrocalAcquisition.SAL.pdf http://bankrupt.com/misc/CarnerosAcquisition.SAL.pdf http://bankrupt.com/misc/CarnerosEnergy.SAL.pdf http://bankrupt.com/misc/SPBPC.SAL.pdf http://bankrupt.com/misc/GotlandOil.SAL.pdf http://bankrupt.com/misc/PEAHI.SAL.pdf The schedules have been prepared by Debtors' management and are unaudited. Headquartered in Long Beach, California, Pacific Energy Resources Ltd. -- http://www.pacenergy.com/-- engages in the acquisition and development of oil and gas properties, primarily in the United States. The Company and seven of its affiliates filed for Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-10785). Attorneys at Pachulski Stang Ziehl & Jones LLP, represent the Debtors as counsel. The Debtors proposed Rutan & Tucker LLP as special corporation and litigation counsel; Schully, Roberts, Slattery & Marino, PLC, as special oil and gas and transactional counsel; Devlin Jensen as special Canadian counsel; Scott W. Winn, at Zolfo Cooper Management, LLC as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; and Albrecht & Associates, Inc., as agent for the Debtors in the sale of their oil and gas properties. Omni Management Group, LLC, is the claims, balloting, notice and administrative agent for the Debtors. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million and $500 million each. PAUL NORMAN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Paul Norman Tina Marie Lewis 2090 First Ave. Napa, CA 94558 Bankruptcy Case No.: 09-11266 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: David N. Chandler, Esq. Law Offices of David N. Chandler 1747 4th St. Santa Rosa, CA 95404 Tel: (707) 528-4331 Email: DChandler1747@yahoo.com 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 ------ --------------- ------------ Home Depot $36,842 P.O. Box 653002 Dallas, TX 75265-3002 Rich Sire 30,000 1700 Soscol Ave. Ste. 28 Napa, CA 94559 Chase 10,929 P.O. Box 94014 Wilmington, DE 19850-5298 City of Vallejo Code 7,131 Pamela Jackson, Inc. 6,785 American Express 6,701 David Ramos 5,700 Home Depot 4,464 Sue Payne 3,500 Rental Solutions 3,391 Card Service Center 3,225 Capital One 1,815 Mervyn's 1,579 Capital One 1,525 Vallejo Sanitation and Flood 1,178 Care Credit GE Money Bank 600 Shell Card Center 530 Capital One 492 Erica S. Conway, DDS 370 Target 280 The petition was signed by the Joint Debtors. PEARLAND WESTSIDE: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Pearland Westside Associates Limited 7373 East Doubletree Ranch Road Suite 225 Scottsdale, AZ 85258 Bankruptcy Case No.: 09-09407 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Housten Promenade Associates I, Ltd. 09-32395 NE 40 Partners, LP 09-30478 Old Hillcroft II Associates, Ltd. 09-32402 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Shelton L. Freeman, Esq. Deconcini Mcdonald Yetwin & Lacy PC 7310 North 16th Street #330 Phoenix, AZ 85020 Tel: (602) 282-0500 Fax: (602) 282-0520 Email: tfreeman@dmylphx.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 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb09-09407.pdf The petition was signed by Raymond G. Tiedje. PHILLIP DOUGLAS YOUNG: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Phillip Douglas Young 2728 Barrington Dr. Plano, TX 75093 Bankruptcy Case No.: 09-41390 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Mark A. Castillo, Esq. The Curtis Law Firm, PC 901 Main St. Suite 6515 Dallas, TX 75202 Tel: (214) 752-2222 Fax: (214) 752-0709 Email: mcastillo@curtislaw.net 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 when it filed its petition. The petition was signed by Mr. Young. PIKE PLACE OFFICE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Pike Place Office Park, LLC 2832 South Arbor Drive Gainesville, GA 30507 Bankruptcy Case No.: 09-21905 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Herbert C. Broadfoot, II, Esq. Ragsdale, Beals, Seigler, et al. 2400 International Tower 229 Peachtree Street, N.E. Atlanta, GA 30303 Tel: (404) 588-0500 Fax: (404) 523-6714 Email: broadfoot@rbspg.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 Douglas C. Tanner, managing member of the Company. PILGRIM'S PRIDE: Court Approves June 1 Claims Bar Date ------------------------------------------------------ Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern District of Texas (Fort Worth) fixed June 1, 2009, as the deadline for individuals and entities to file their claims against Pilgrim's Pride Corporation arising with respect to prepetition transactions. Judge Lynn also approved the form of Proof of Claim and the procedures for filing and reviewing proofs of claim. Prior to the entry of the order, the Fair Labor Standards Act MultiDistrict Litigation Plaintiffs objected to the Bar Date Motion complaining that the motion would bar the Plaintiffs from filing of single proof of claim. The FLSA Plaintiffs asserted that the filing of a single proof of claim with respect to all FLSA Plaintiffs is warranted citing Section 216(b) of the U.S. Labor Code, which authorizes employees to bring collective actions "in behalf of . . . themselves and other employees similarly situated." 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) PILGRIM'S PRIDE: May Be Solvent, Court Says; Equity Panel Okayed ---------------------------------------------------------------- Pilgrim's Pride Corp. is solvent or nearly solvent. Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern District of Texas (Fort Worth) made that finding at the hearing on an ad hoc group of shareholders' request for appointment of an official equity security holders' committee in the Debtors' cases. Judge Lynn accordingly authorized the appointment of an equity committee in Pilgrim's Pride's case, saying the benefits of the having the committee will outweigh the cost, Bloomberg's Bill Rochelle reports. Still, the Court held that the equity committee may spend no more than $425,000 a month, including the cost of a financial adviser, Mr. Rochelle says. Judge Lynn also warned the equity committee's professionals they could expect to see their fees reduced "or even eliminated" if they duplicate the work of the official creditors' committee, the report says. Judge Lynn concluded that the company's board of directors could not adequately represent shareholders given "fiduciary duties to creditors," the report adds. The United States Securities and Exchange Commission supported the Ad Hoc Group's request pointing out that the Debtors' case meets the applicable statutory and case law criteria for the appointment of an equity committee. This is a large and complex Chapter 11 case; the common stock is widely held by numerous non-insider public investors; and, no other entity can be expected to protect the common interests of the class of shareholders, Sonia Chae, Esq., Senior Bankruptcy Attorney for the Commission, in Chicago, Illinois, argued. In addition, Ms. Chae points out that it appears that the Debtors are not hopelessly insolvent and shareholders may participate under a plan of reorganization. The most recent financial and market information regarding Pilgrim's Pride Corporation reflects book equity of approximately $123 million as of December 27, 2008, and a market capitalization of approximately $199.2 million as of April 21, 2009. Moreover, Ms. Chae says the Debtors are in the process of formulating their three to five year business plan. That restructuring, along with the eventual formulation of a plan of reorganization, will likely materially affect shareholders' interests. This, she asserts, is the very type of Chapter 11 case where public investors should receive the important protections afforded by an official equity committee. Debtors, et. al.'s Responses The Debtors tried to block the request. At the hearing, they informed the Court they are currently working on their three- to five-year business plan, which they expect to finalize in the coming months. The results of the plan would better inform all stakeholders, but at this juncture there has not been a determination as to whether, upon the Debtors' exit from Chapter 11, value will remain for the benefit of the Debtors' existing equity holders, Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas, said. Nevertheless, it is possible that having the views of equity holders would facilitate this process, Mr. Sosland said. Accordingly, the Debtors do not oppose the Ad Hoc Committee's appointment request noting, however, that at this time it has not been determined whether there will or will not be value for equity holders under a plan. The interests of equity security holders, as well as creditor constituencies, are represented by the Debtors' officers and directors, Mr. Sosland pointed out. If the Court determines that appointment of an Equity Committee is appropriate, the Debtors suggested that, to preserve estate resources, it may be appropriate for the Court to limit the scope of services to be performed by the Equity Committee's professionals to those that are necessary to protect equity holders' interests and to require those professionals to provide, and adhere to, budgets outlining the proposed services and costs to be incurred. The Official Committee of Unsecured Creditors argued that the Ad Hoc Group has not demonstrated, and cannot demonstrate, that the Debtors' stockholders are not adequately represented in the Debtors' bankruptcy cases. Rather, the Ad Hoc Group relies on conclusory and self-serving statements that equity holders are not adequately represented and that "conflicts" exist so that the Board and Management cannot adequately represent stockholders. All of the Ad Hoc Group's allegations are contradicted by the evidence -- members of the Board and Management indisputably testified that they are eminently aware of their fiduciary duties to stockholders and presently are, and believe that they will continue to, adequately represent stockholders throughout the Debtors' reorganization, the Creditors' Committee further said. Further, the Committee asserted that there exist no conflicts whatsoever which would in any way disable the Board and Management from adequately representing the Debtors' stockholders. The Bank of Montreal, as DIP Agent, in a separate filing, asked the Court to deny the Ad Hoc Group's appointment request. BMO pointed out that: (1) the 13-week budget for the use of the cash collateral securing the Debtors' prepetition indebtedness does not contemplate the payment of the fees and expenses of an equity committee's professionals; (2) the Official Committee of Unsecured Creditors and the Debtors will more than adequately represent the position of the shareholders and the formation of an equity committee will add nothing to further that point; (3) the appointment of an equity committee could diminish recoveries for all stake holders by unnecessary expense and delay; and (4) as the Debtors' bankruptcy cases evolve, the official committee status can be revisited. 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) PILGRIM'S PRIDE: Seeks Appointment of Fee Review Committee ---------------------------------------------------------- Pilgrim's Pride Corporation and its affiliates ask Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern District of Texas (Fort Worth) to appoint a fee review committee. In light of the number of professionals hired in the Debtors' bankruptcy cases that will be submitting fee statements and applications in the Debtors' Chapter 11 cases, the Court suggested that the Debtors consider appointing a Fee Review Committee to review fee applications filed by the Covered Professionals. Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas, tells the Court the Debtors propose the Fee Review Committee to be comprised of: (a) a representative of the Office of the United States Trustee for the Northern District of Texas or his designee, if the U.S. Trustee so desires; (b) a representative of the Debtors; (c) a representative of the Prepetition BMO Lending Group; (d) a representative of the Prepetition CoBank Lending Group; (e) a designated member of the Official Committee of Unsecured Creditors; (f) a designated member of any other committee that may be appointed in the Debtors' bankruptcy cases pursuant to Section 1102 of the Bankruptcy Code; and (g) Professor Nancy Rapoport of the William S. Boyd School of Law at the University of Nevada, Las Vegas. Other than Professor Rapoport, no member of the Fee Review Committee may be a professional retained in the Debtors' Chapter 11 cases or a professional whose fees are being paid by the Debtors' estates. The Debtors propose that Professor Rapoport be appointed the chairperson of the Fee Review Committee. The Debtors propose to pay the Fee Review Committee: * $15,000 per month, plus expenses, for Professor Rapoport with the first payment incurred as of the date of Professor Rapoport's appointment by the Court; * $800 per hour for any testimony given by Professor Rapoport in depositions or at the final fee hearing; * $20 per hour for UNLV law students or recent graduates to review fee statements; * $40 per hour for Professor Rapoport's assistant, Annette Mann to review fee statements; and * $1,000 per month, plus quantifiable expenses, for UNLV during the term of Professor Rapoport's service for unquantifiable use of UNLV staff and equipment with the first payment incurred as of the date of Professor Rapoport's appointment by the Court. The task of the Fee Review Committee is to review all billing statements served by Covered Professionals, CRG Restructuring Group, and the DIP Professionals. The Fee Review Committee may establish its own procedures provided that the procedures may supplement but not conflict with the terms of the Amended Compensation Procedures Order, the Final Cash Collateral and DIP Order or the CRG Retention Order. The Fee Review Committee will review the fee statements and fee applications submitted by each of the Covered Professionals within the time periods set forth in the Amended Compensation Procedures Order, the Final Cash Collateral and DIP Order or the CRG Retention Order. If the Fee Review Committee concludes that any billing statement submitted or application filed by a Covered Professional, DIP Professional or CRG fails to comply with any of the Compensation Requirements, the Fee Review Committee will contact that party to resolve any potential objection. If the Fee Review Committee and that party are not able to resolve any potential objection on a consensual basis, the Fee Review Committee will file an objection setting forth why the statement or application filed by the party fails to comply with the Compensation Requirements. The Debtors propose that Covered Professionals no longer file interim fee applications with the Court but rather that they serve quarterly fee statements on the Notice Parties. Upon completion of duties related to the Chapter 11 cases, the professionals seeking compensation will file with the court and provide to the members of the Fee Review Committee a final fee application. The Fee Review Committee will be dissolved upon an order of this Court upon a motion or sua sponte after notice and a hearing. 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) PILGRIM'S PRIDE: To Sell Douglas, El Dorado Units; Bids Due May 15 ------------------------------------------------------------------ Pilgrim's Pride Corporation and its affiliates filed documents asking Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern District of Texas (Fort Worth) for permission to sell their chicken processing plants in Douglas, Georgia; El Dorado, Arkansas; and Farmerville, Louisiana. The Debtors have implemented various restructuring initiatives to streamline their operations and right-size production. In light of this, the Debtors decided to idle their chicken processing plants in Douglas, Georgia; El Dorado, Arkansas; and Farmerville, Louisiana by mid-May 2009. The affected chicken growers objected arguing that idling will put them out of business, causing bankruptcies and foreclosures to Growers with millions of dollars of current debt obligations. The Growers, however, informed the Court that these effects would be avoided if the Plants were sold rather than "idled" allowing the Growers to transfer their growing operations to Pilgrim's Pride Corporation's purchaser and repay their debts. The Debtors seek to sell the El Dorado and Douglas complexes, free and clear of all liens and encumbrances and subject to better and higher bids. The El Dorado complex, located at 1902 South West Ave., in El Dorado, Arkansas, has an associated feed mill and a hatchery with a capacity of approximately 1,512,000 eggs per week. The complex would employ 1,650 workers when operating at full capacity, is a union facility, and is served by 172 growers with 598 houses. The Douglas complex, located at 113 McNeal Drive, in Douglas, Georgia, also has an associated feed mill and a hatchery with a capacity of 2,042,000 eggs per week. The complex would employ 1,300 workers when operating at full capacity, is a non-union facility, and is served by 160 growers with 668 houses. To facilitate the submission of bids and maximize the value of the assets, the Debtors sought and obtained the Court's approval of uniform bidding procedures pursuant to which: (a) any person or entity wanting to participate in the Auction must submit a Qualified Bid on or before May 15, 2009, at 12:00 noon prevailing Central Time; (b) bidders will be required to submit good faith deposits, which is equal to 10% of the cash purchase price of the bid, with the Debtors on or before the Bid Deadline; (c) if more than one bid is timely received, the Debtors will conduct an auction on June 13, 2009, at 10:00 a.m., Central Time, at the offices of Weil, Gotshal & Manges LLP, at Suite 300 at 200 Crescent Court, in Dallas, Texas; (d) a status conference with the Court will be held on May 26, 2009, in the event either the senior lender groups or the Debtors determine that no acceptable Qualified Bids for either of the Facilities has been received by the Bid Deadline; and (e) a hearing for the approval of a sale with respect to any bid accepted by the Debtors will be held on June 16, 2009. If a Qualified Bid to purchase the Facilities, in whole or in part, is received, the Debtors, after consultation with the Official Committee of Unsecured Creditors and Steven A. Felsenthal, the Court-appointed mediator, may determine that the Qualified Bid justifies entering into a "stalking horse" agreement for a particular Facility, and pursue the sale either in connection with the Auction or pursuant to another sale process. Good Faith Deposits of all bidders will be held in a separate interest-bearing account for the Debtors' benefit until 11 days following the Sale Approval Hearing after which the Deposits will be released to the bidders. If a Successful Bidder fails to consummate an approved sale because of a breach or failure to perform on its part, the Debtors will not have any obligation to return the Good Faith Deposit deposited by the Successful Bidder, and the Good Faith Deposit will irrevocably become property of the Debtors. A full-text copy of the Bidding Procedures is available for free at http://bankrupt.com/misc/PPC_ElDo_Douglas_BidProcedures.pdf Amended Bidding Procedures Order Upon oral motion of the Debtors to correct a clerical error in the Bidding Procedures Order, the Court modified the Order to provide that on or before May 26, 2009, the Debtors will serve notice of the Auction and the Sale Hearing by first class mail on (i) the U.S. Trustee, (ii) the parties included in the Master Service List, (iii) all parties identified by the Debtors as prospective purchasers, and (iv) all affected federal and local regulatory and taxing authorities, including the Internal Revenue Service. Objections Prior to the entry of the Bidding Procedures Order, these parties responded to the Debtors' motion expressing their disagreement to the Proposed Bidding Procedure: (i) the Douglas-Coffee County Industrial Authority, (ii) the City of El Dorado and Union County, Arkansas, (iii) the El Dorado Investor Group, and (iv) the Fifth Third Leasing Company. The Douglas-Coffee County Industrial Authority commented that, as a party-in interest, it needs time to review the proposed bidding procedures and prepare its needed input into what was a crucial part of the consideration for its dropping their objection to the Idling Motion. The Industrial Authority is hopeful that the filing of its comment will result in the Debtor being willing to discuss and negotiate any issues of concern to the Douglas-Coffee Parties after they have a chance to review the documents the Debtors have submitted to the Court. The Douglas-Coffee Parties, in a separate filing, told the Court that it wanted the April 7, 2009, hearing continued until the bid procedures could be worked out by the parties-in-interest and then reduced to writing for presentation to the Court. The City of El Dorado and Union County, Arkansas expressed their frustration at the Debtors' handling of the Bidding Procedures. El Dorado and Union County are concerned that a similar unilateral process to the one applied by the Debtors in proceeding with idling their plants prior to the filing of their idling motions is going forward to facilitate the idling as opposed to the sale of the El Dorado Plant. The El Dorado Investor Group, composed of local El Dorado investors who are interested in purchasing the Debtors' El Dorado Facility, argued that the proposed bidding procedures ran counter to the term sheet agreed by parties-in-interest during the mediation with respect to the proposed plant idling and controvert the purpose and spirit of the mediation and the directions of the Court. The El Dorado Investor Group related that during the mediation, the Debtors agreed to put the El Dorado Facility up for sale and implicitly agreed to proceed in good faith to sell the plant if a fair offer is received. However, the El Dorado Investor Group complained that the bid procedures give unlimited discretion to the Debtors to, essentially, back out of their deal for any reason. The Fifth Third Leasing Company, an equipment lessor and party-in- interest in the Debtors' Chapter 11 cases, complained that either the Debtors have simply overlooked the problematic issues created in the bidding procedures or the Debtors have proposed the Bidding Procedures in a veiled attempt to make the sale of the Facilities difficult, if not impossible. Fifth Third asked the Court to approve bidding procedures designed to ensure a sale process that will realize the maximum value possible for the Facilities. Amendment to DIP Facility Meanwhile, Judge Lynn authorized the Debtors to amend the $450 million DIP Financing Agreement to allow the Debtors to facilitate the idling of the underperforming plants located in Douglas, Georgia; El Dorado, Arkansas; and Farmerville, Louisiana. Judge Lynn approved the terms of the parties' Mediation Term Sheet together with its Addendum which was agreed to by the parties on April 13, 2009. The Mediation Term Sheet authorizes the Debtors to resume their plant idling activities beginning April 8, 2009. The Addendum provides that the Debtors will fund on or before April 30, 2009, a pool of $2,240,000 to compensate the approximately 140 Objecting El Dorado Growers, and a separate pool of up to $60,000 to compensate the non-objecting El Dorado growers. A full-text copy of the Mediation Term Sheet is available for free at http://bankrupt.com/misc/PPC_termsheet_addendum.pdf Status Conference Held At the Debtors' behest, the Court conducted a status conference on April 14, 2009, to with respect to discovery disputes involving the Debtors' request to amend their DIP Credit Agreement in connection with their intent to idle the Douglas, El Dorado, and Farmerville Plants. As earlier reported, the Debtors' determination to idle the underperforming plants has prompted them to ask the Court to amend the DIP Credit Agreement to reflect that an amended definition of "EBITDAR" and permit them to incur certain costs and charges not to exceed $35,000,000. This move by the Debtors drew the objection of Farmerville, El Dorado and Douglas County growers, who sought the Court's intervention to direct the Debtors to continue operation pending the Adjudication of the DIP Amendment Motion. The Growers have conducted discovery relating to the plant idling. Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York, told the Court that the discovery sought for by the Growers is unduly burdensome, duplicative, and cumulative. Thus, the Debtors asked the Court to schedule a status conference to provide guidance on the breadth and scope of discovery at issue. 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) PILGRIM'S PRIDE: To Set Off Debts with Tyson Foods, Twin River -------------------------------------------------------------- Pilgrim's Pride Corporation and its affiliates filed motions to offset obligations with Tyson Foods, Inc., and Twin River Foods, Inc., and Anderson and Fryar Exports, Inc. In the ordinary course of business, Tyson Foods, a supplier of various goods to the Debtors and a customer of various goods produced by the Debtors, entered into a prepetition agreement with the Debtors to purchase offal from the Debtors that the Debtors normally process at their Mount Pleasant, Texas rendering plant. Prior to the Petition Date, the Mount Pleasant rendering plant was destroyed by fire. As a result, there is a significant shortfall of rendering capacity in the industry. The Debtors' records show that they owe $303,272 to Tyson in connection with prepetition transportation expenses. The Debtors' records also show that Tyson owes them $648,103 arising from purchases of corn and offal from the Debtors. At the Debtors' behest, Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern District of Texas (Fort Worth) lifted the automatic stay to effectuate a setoff of the Tyson Trucking Cost Payable against the Debtors' Receivable. Further, the Court directed Tyson to remit to the Debtors $344,831 for the balance of the PPC Farm products Receivable within 10 business days from the entry of the Court's Order. The Debtors believe that effectuating a setoff of the PPC Farm Products Receivable against the Tyson Trucking Cost Payable will facilitate their efforts to maintain their relationship with Tyson as a supplier and a customer, to retain the benefits of the Rendering Agreement, and to facilitate payment to PPC of the remaining net amount of the PPC Farm Products Receivable. Meanwhile, the Debtors ask the Court to lift the stay to allow them to effectuate setoff of payables against receivables between Pilgrim's Pride Corp. and each of Twin River Foods; and Anderson and Fryar Exports, doing business as A&F Exports, Inc. PPC and Twin Rivers entered into an agreement, in June 2007, pursuant to which Twin Rivers purchased chicken meat from PPC, to process, package, and label, and resell the products back to PPC. The Debtors' records show an obligation to Twin Rivers in the amount of $838,995 for processed meat purchased prepetition by PPC under the Co-Pack Agreement. The Debtors' records also show that Twin Rivers owes PPC an amount equal to $665,504 for unprocessed meat purchased prepetition by Twin Rivers under the Co-Pack Agreement. A&F, prepetition, supplied meat to the Debtors and purchased excess meat from the Debtors. The Debtors' records show an obligation to A&F in the amount of $118,264 for meat purchased prepetition by PPC from A&F. The Debtors' records also show that A&F owes PPC $120,225 for excess meat purchased prepetition. The Debtors believe that effectuating a set off with Twin Rivers and A&F will facilitate their efforts to maintain their relationship with their suppliers and customers. 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) PIZZA JUNCTION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pizza Junction, Inc. 1263-1269 Erie Avenue North Tonawanda, NY 14120 Bankruptcy Case No.: 09-12017 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Western District of New York (Buffalo) Debtor's Counsel: Robert J. Feldman, Esq. 600 Lafayette Court 465 Main Street Buffalo, NY 14203 Tel: (716) 854-4300 Email: rfeldman@gross-shuman.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 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/nywb09-12017.pdf The petition was signed by Thomas J. Fleckendstein, president of the Company. PRIME GROUP REALTY: Amends Citicorp Loan, Inks Forbearance Pact --------------------------------------------------------------- Prime Group Realty Trust said, effective as of April 30, 2009, its wholly owned qualified REIT subsidiary PGRT ESH, Inc., entered into a Fifth Amendment to Loan Agreement and a separate forbearance letter agreement which, among other things, modifies certain terms of a loan from Citicorp USA, Inc., in the original principal amount of $120.0 million and modifies and adds various other covenants to the loan documents. The loan currently has an outstanding principal amount of $80.0 million. The loan is completely non-recourse to the Borrower, the Company and its subsidiaries, none of whom have any personal liability for the loan. The loan is secured by, among other things, a pledge of Borrower's membership interest in BHAC Capital IV, L.L.C., an entity that owns 100% of Extended Stay Hotels, Inc. The book value of the Company's interest in Borrower is currently carried at zero dollars on its balance sheet. Pursuant to the Amendment, the date for making any further required principal repayments on the loan was extended from April 30, 2009, until the maturity date of the loan on June 15, 2009. In addition, the Lender further agreed not to exercise any of its rights and remedies under the loan documents relating to the repayment of the loan and certain specified covenant defaults through July 15, 2009. The loan is guaranteed by affiliates of Prime Group's parent companies, who have also pledged certain additional collateral as security for the loan. It is currently anticipated that all or a portion of the required repayments of the loan will be funded by affiliates of the Guarantors, although there can be no assurances that this will be the case. As reported by the Troubled Company Reporter on May 5, 2009, the Citicorp loan has been amended four times to adjust the principal repayment schedule. The First Amendment entered into in October 2008 raised the interest rate to LIBOR plus 10%. The Second Amendment in December 2008 adjusted the principal repayment schedule: (i) $41.0 million was due by January 30, 2009, (ii) $20.0 million was due on March 31, 2009, (iii) the balance of the loan was due on June 15, 2009 or earlier in the event of the occurrence of certain asset sales of PGRT ESH or the Guarantors or its affiliates; and (iv) a $1.0 million fee is due upon the loan repayment or maturity. In addition, certain minimum payments were required which will be applied to the repayment schedule if certain asset sales of Guarantor's and PGRT ESH's affiliates are consummated or certain other events occur. The Third Amendment entered into on January 30 moved the date for making the $41.0 million payment until March 2. The Fourth Amendment entered into on March 4 moved the $41.0 million payment deadline until April 30. In addition, the remaining $1.0 million restructuring fee due at September 30, 2008, was included with the $1.0 million fee originally due upon maturity. About Prime Group Realty Trust Owned by one of the largest private real estate owners in the country, The Lightstone Group, Prime Group Realty Trust -- http://www.pgrt.com/-- is a fully-integrated, self-administered, and self-managed real estate investment trust which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company currently owns 9 office properties containing an aggregate of 3.5 million net rentable square feet, a joint venture interest in one office property comprised of approximately 101,000 net rentable square feet and a membership interest in an unconsolidated entity which owns mid-priced extended-stay hotels with approximately 76,000 rooms located in 44 states and Canada. The Company leases and manages approximately 3.5 million square feet comprising all of its wholly-owned properties. In addition, the Company is also the managing agent for the approximately 1.5 million square foot Citadel Center office building located at 131 South Dearborn Street in Chicago, Illinois. About the Lightstone Group The Lightstone Group -- http://www.lightstonegroup.com/-- is one of the country's largest privately held real estate companies with interests in residential, office, retail, hospitality, and industrial real estate assets. The company, principally through its related operating entities, Beacon Management, Prime Retail, Extended Stay Hotels, and Prime Group Realty Trust, owns a diversified portfolio of over 680 hotels, 22,000 multifamily units and approximately 20 million square feet of office, industrial and retail properties in 46 states, the District of Columbia, Canada and Puerto Rico. Employing approximately 14,000 staff and professionals, The Lightstone Group maintains its corporate headquarters in New York with regional offices in New Jersey, Maryland, Illinois and South Carolina. Going Concern Doubt on BHAC Capital Prime Group held a membership interest in BHAC Capital IV LLC joint venture. During the second quarter of 2008, Prime Group recorded an asset impairment of $5.6 million related to the write- down of the remaining balance of its investment in the joint venture. Ernst & Young LLP, in Greenville, South Carolina, in March 2009 expressed substantial doubt about BHAC Capital IV LLC's ability to continue as a going concern. The auditor cited the joint venture's recurring losses from operations, net working capital deficiency, members' deficit, and inability to generate sufficient cash flow to meet its obligations and sustain its operations. The auditor said the joint venture may not be in compliance with certain covenants of loan agreements with banks. QUEBECOR WORLD: Files Amended Plan and Disclosure Statement ----------------------------------------------------------- Quebecor World Inc., has filed an Amended Plan of Reorganization and Disclosure Statement for its U.S. subsidiaries currently subject to Chapter 11 proceedings in the United States providing further details on the Company's Plan of Reorganization. The U.S. Court hearing on the approval of the Disclosure Statement, which will form the basis on which creditors will vote on the U.S. Plan of Reorganization, is currently scheduled to be held before the U.S. Bankruptcy Court on May 15, 2009. In furtherance of its reorganization efforts, Quebecor World intends to file shortly with the Quebec Superior Court a motion to authorize the convening of a creditors' meeting relating to the proceedings currently pending in Canada under the Companies' Creditors Arrangement Act (Canada) as well as to establish certain procedures and rules that will apply to the Canadian creditors' meeting. The motion relating to the Canadian creditors' meeting is currently scheduled to be heard by the Quebec Superior Court on May 14, 2009. In the event the U.S. Court and the Quebec Superior Court grant the requested orders, Quebecor World expects to distribute to: (1) affected creditors under the U.S. Chapter 11 Proceedings the Amended Disclosure Statement, to which will be attached a Plan of Reorganization and Compromise, to provide such creditors certain information relating to the creditors' anticipated distributions under the Chapter 11 Proceedings and (2) affected creditors under the CCAA Proceedings an information circular, to which will be attached a Plan of Reorganization and Compromise, in order to provide such creditors certain information relating to the creditors' meeting and their anticipated distributions under the CCAA Proceedings. If approved by the required majorities of votes and subsequently confirmed or sanctioned by the U.S. Court and the Quebec Superior Court, the U.S. and Canadian Plans of Reorganization would implement the recapitalization and deleveraging of the Company contemplated in the previously announced agreement in principle reached with the Company's major creditor constituencies. Although there can be no assurance as to the ultimate confirmation of the Plans of Reorganization, this plan formulation and confirmation process is anticipated to allow the Company to emerge from creditor protection with a strong balance sheet by mid-July. The plans do not anticipate any recovery for the holders of the Company's existing Multiple Voting Shares, Subordinate Voting Shares and Redeemable First Preferred Shares. About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. The company has operations in Mexico, Brazil, Colombia, Chile, Peru, Argentina, and the British Virgin Islands. Ernst & Young, Inc., the monitor of Quebecor World Inc., and its affiliates' reorganization proceedings under the Canadian Companies' Creditors Arrangement Act, filed a petition under Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court for the Southern District of New York on September 30, 2008, on behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814). The Chapter 15 case is before Judge James M. Peck. Kenneth P. Coleman, Esq., at Allen & Overy LLP, in New York, serves as counsel to the Chapter 15 petitioner. QWI and certain of its subsidiaries commenced the CCAA proceedings before the Quebec Superior Court (Commercial Division) on January 20, 2008. The following day, 53 of QWI's U.S. subsidiaries, including Quebecor World (USA), Inc., filed petitions under Chapter 11 of the U.S. Bankruptcy Code. The Honorable Justice Robert Mongeon oversees the CCAA case. Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the CCAA case. Ernst & Young Inc. was appointed as Monitor. Quebecor World (USA) Inc., its U.S. subsidiary, along with other U.S. affiliates, filed for chapter 11 bankruptcy before the U.S. Bankruptcy Court for the Southern District of New York (Lead Case No. 08-10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP, represents the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors is represented by Akin Gump Strauss Hauer & Feld LLP. Based in Corby, Northamptonshire, Quebecor World PLC -- http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines, catalogues and specialty print products for marketing and advertising campaigns. The company employs around 290 people. Quebecor PLC was placed into administration with Ian Best and David Duggins of Ernst & Young LLP appointed as joint administrators effective January 28, 2008. QWI is the only entity involved in the CCAA proceedings that is not a Debtor in the Chapter 11 Cases. As of June 30, 2008, Quebecor World's unaudited consolidated balance sheet showed total assets of US$3,412,100,000 total liabilities of US$4,326,500,000 preferred shares of US$62,000,000 and total shareholders' deficit of US$976,400,000. RATHGIBSON INC: Delay in Filing Report Cues S&P's Junk Rating ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on RathGibson Inc., including the long-term corporate credit rating to 'CCC+' from 'B'. At the same time, S&P placed the ratings on CreditWatch with negative implications. "The downgrade is based on the company's announcement on May 4, 2009, that it was unable to file its annual report on time," said Standard & Poor's credit analyst Sarah Wyeth. Additionally, the company announced that it has entered an amendment to waive solvency requirements as defined by its credit agreement prior to May 4, 2009. "Despite the amendment, S&P is concerned that the company's auditors may raise a going-concern issue which would constitute an event of default under its credit agreement and could pressure the company's liquidity." RathGibson's debt (adjusted for operating leases) to EBITDA was about 9x at Oct. 31, 2009. Janesville, Wisconsin-based RathGibson manufactures a diverse line of straight and coiled welded tubing products serving a variety of end markets. In resolving the CreditWatch S&P will monitor how future developments affect the company's liquidity going forward. REAL COMET: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: The Real Comet Inc. PO Box 868 Mercer Island, WA 98040 Bankruptcy Case No.: 09-14331 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Christien L. Drakeley. Esq. Drakeley PLLC 6 W Howe St Ste 1 Seattle, WA 98119 Tel: (206) 262-1040 Email: drakeley@affinity-tax.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $50,001 to $100,000 A full-text copy of the Debtor's petition, including its list of 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wawb09-14331.pdf The petition was signed by Harold Burton, president of the Company. RECOVAR GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: The RecovAR Group, LLC PO Box 2267 Rockville, MD 20847 Bankruptcy Case No.: 09-18022 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Merrill Cohen, Esq. Cohen, Baldinger & Greenfeld, LLC 7910 Woodmont Avenue Suite 1103 Bethesda, MD 20814 Tel: (301) 881-8300 Email: merrillc@cohenbaldinger.com Total Assets: $8,900,659 Total Debts: $3,437,044 According to its schedules of assets and liabilities, $13,300 of the debt is owing to governmental units and the remaining debt to creditors holding unsecured nonpriority claims. A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb09-18022.pdf The petition was signed by William L. Toten, managing member of the Company. RICHARD A. DEMONBREUN: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Richard A. Demonbreun dba The Timothy Demonbreun House 746 Benton Avenue Nashville, TN 37204 Bankruptcy Case No.: 09-05058 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: George C. Paine II Debtor's Counsel: Paul E. Jennings, Esq. Paul E. Jennings Law Offices, P.C. 805 South Church Street Suite 3 Murfreesboro, TN 37130 Tel: (615) 895-7200 Fax: (615) 895-7294 Email: paulejennings@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Mr. Demonbreun's petition, including his list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnmb09-05058.pdf The petition was signed by Mr. Demonbreun. RIVER VALLEY RANCH: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: River Valley Ranch, LP 111 West Grizzly Dr. DeKalb, TX 75559 Bankruptcy Case No.: 09-50102 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Eastern District of Texas (Texarkana) Debtor's Counsel: George B. Flint, Esq Flint - Lambert, P.C. 101 East Park Blvd., Suite 900 Plano, TX 75074 Tel: (972) 424-4004 Fax: (972) 509-4805 Email: george@flint-lambert.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First National Bank Bank Loan $750,000 c/o Bruce K. Packard, Esq. 5949 Sherry Lane, Suite 1616 Dallas, TX 75225 USDA FSA 2006 LCP $21,401 Western Regional Office Application 755 Parfet St. Lakewood, CO 80215 USDA FSA 2006 LCP $21,401 Red River County Svc. Application 900 E. Main St. Clarksville, TX 75426 Larry Paul Farm anagement $10,769 Consulting Citi Credit Card $10,000 American Reliable Insurance Insurance Premium $7,527 J.V. Bastible Labor $3,769 Winstead Attorney's Fees $1 James R. Rodgers Attorney's Fees $1 The petition was signed by James Wade, manager of the company. ROBBINS BROS: Court Okays Sale of All Assets to RB Jewelry ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved at a hearing on May 5, 2009, the sale of substantially all of the assets of Robbins Bros. Corporation other than certain assets related to the Debtor's Chicago and Houston area stores, to Robbins Bros. Jewelry, Inc., the stalking horse bidder, free and clear of all encumbrances and interests. Other than Robbins Bros. Jewelry's, there were no qualified bids received for the Debtor's assets pursuant to the approved bid procedures. As reported in the Troubled Company Reporter on April 13, 2009, buyer agreed to pay a purchase price that is the sum of (a) (i) all outstanding obligations under the Wells Fargo Facility as of the closing date minus (ii) all Net Cash as of the closing date and (b) $100,000, and (c) the assumption by buyer of the assumed liabilities, for the assets. A full-text copy of the Asset Purchase Agreement, dated as of March 3, 2009, and as amended on May 4, 2009, is available for free at http://bankrupt.com/misc/Robbins.amendedAPA.pdf About Robbins Bros. Corporation Headquartered in Azusa, California, Robbins Bros. Corporation -- http://www.robbinsbros.com/-- aka William Pitt, Inc. sells jewelries. The Debtors filed for Chapter 11 protection on March 3, 2009 (Bankr. D. Del. Case No. 09-10708). Bruce Grohsgal, Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young & Jones represent the Debtor as counsel. Omni Management Group LLC is the Debtor's Claims, Noticing and Balloting Agent. Deloitte Financial Advisory Services LLP serves as Bankruptcy Reporting Advisor. Deloitte Tax LLP is the Debtor's Tax Advisor. William Blair & Company, L.L.C. serves as Investment Banker. Carl N. Kunz, III, Esq., and Ericka Fredricks Johnson, Esq., at Morris James LLP, represent the Official Committee of Unsecured Creditors as counsel. In its schedules, the Company listed total assets of $56,916,534 and total debts of $59,221,129. SAN MATEO COUNTY: Will Ask for Federal Aid to Cover Losses ---------------------------------------------------------- The Associated Press reports that San Mateo County Supervisor Rich Gordon and other county officials will appear before the House Financial Services Committee to ask for a portion of the $700-billion bailout package from the government, to help cover financial losses that Lehman Brothers' collapse brought. According to The AP, the government set aside the bailout package after Lehman filed for bankruptcy. The report says that most of the government bailout money has gone to financial institutions. The AP relates that dozens of government agencies in San Mateo County, California, invest in the county's $2.6 billion investment pool. The AP states that when Lehman filed for bankruptcy in September 2008, the pool lost about $155 million. SCOTTISH RE: Ernst & Young Raises Going Concern Doubt ----------------------------------------------------- Ernst & Young LLP in Charlotte, North Carolina, in its audit report dated April 28, 2009, raised substantial doubt about the ability of Scottish Re Group Limited to continue as a going concern. The auditor explained that Scottish Re Group Limited's primary operating subsidiary -- Scottish Re (U.S.), Inc. -- is operating its business in run-off under an Order of Supervision with the Delaware Department of Insurance and Scottish Re has reported a net loss for the year ended December 31, 2008, and has a shareholders' deficit at December 31, 2008. For the year ended December 31, 2008, Scottish Re reported a net loss attributable to ordinary shareholders of $2.7 billion as compared to a net loss attributable to ordinary shareholders of $1.02 billion for the prior year period. The net loss attributable to ordinary shareholders was driven by $1.89 billion in net realized and unrealized losses on investments and a $216.0 million net change in the value of embedded derivatives. The majority of these investment losses were contained in the Company's non-recourse securitization structures. For the year ended 2008, the Company posted $1.65 billion in revenues, lower compared to the $1.73 billion in 2007. As of December 31, 2008, the Company's balance sheet showed total assets of $8.02 billion, total liabilities of $9.84 billion,to resulting to a shareholder's deficit of $2.41 billion. In February 2008, Scottish Re announced the pursuit of these key strategies: * Dispose of non-core assets or lines of business, including the Life Reinsurance International Segment and the Wealth Management business; * Develop, through strategic alliances or other means, opportunities to maximize the value of core competitive capabilities within the Life Reinsurance North America Segment, including mortality assessment and treaty administration; and * Rationalize cost structure to preserve capital and liquidity. The strategies materially impacted the conduct of Scottish Re's business going forward. In particular, Scottish Re ceased writing new business, notified existing clients that it would not be accepting any new reinsurance risks under existing treaties and placed remaining treaties into run-off. SRUS consented to the issuance by the Delaware Department of Insurance on January 5, 2009, of an Order of Supervision against SRUS. The Order of Supervision requires, among other things, the Department's consent to any transaction by SRUS outside the ordinary course of business or with its affiliates, and in large part formalizes certain reporting and processes already informally implemented between SRUS and the Department during 2008. The Order of Supervision, which was set to lapse on April 5, 2009 -- and every 90 days thereafter pursuant to Delaware regulation -- subsequently was amended and replaced with a Continued and Amended Order of Supervision, dated April 3, 2009, which amends and clarifies certain matters contained within the original Order of Supervision. to further preserve liquidity, Scottish Re began deferring interest payments as of March 4, 2009, on floating rate capital securities and trust preferred securities issued and sold through certain statutory trusts that Scottish Re previously established. Under the terms of the securities, Scottish Re is entitled to defer interest payments for up to 20 consecutive quarterly periods. Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a global life reinsurance specialist. Scottish Re has operating businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the United Kingdom, United States, and Singapore. Its flagship operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd. and Scottish Re (US), Inc. Scottish Re Capital Markets, Inc., a member of Scottish Re Group Ltd., is a registered broker dealer that specializes in securitization of life insurance assets and liabilities. As reported in the Troubled Company Reporter-Latin America on February 13, 2009, A.M. Best Co. downgraded the financial strength rating to D from C- and issuer credit ratings to "c" from "cc" of the primary operating insurance subsidiaries of Scottish Re Group Limited (Scottish Re) (Cayman Islands). Concurrently, A.M. Best downgraded the FSR to E (Under Regulatory Supervision) from C- and ICR to "rs" from "cc" of Scottish Re, Inc. A.M. Best also affirmed the ICR of "c" and all debt ratings of Scottish Re. The outlook for all ratings is negative, with exception of the FSR and ICR of Scottish Re (U.S.), Inc and the US$125 million non-cumulative preferred shares of Scottish Re. According to a TCRLA report on June 17, Moody's Investors Service placed on review with direction uncertain Scottish Re Group Ltd.'s senior unsecured shelf of (P)Caa1, subordinate shelf of (P)Caa2, junior subordinate shelf of (P)Caa2, preferred stock of Caa3, and preferred stock shelf of (P)Caa3. Moody's had previously placed the ratings on review for possible downgrade. SHAWSHANK LTD: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Shawshank, LTD. 750 Towergate Place Atlanta, GA 30350-2989 Bankruptcy Case No.: 09-71201 Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. ------ -------- Old FourthWard Redevopment, Inc. 09-71202 Chapter 11 Petition Date: May 1, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Marilyn S. Bright, Esq. Suite 702 41 Marietta Street Atlanta, GA 30303 Tel: (404) 523-3776 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 when it filed its petition. The petition was signed by Carl E. Jones, president of the Company. SILGAN HOLDINGS: S&P Assigns 'BB+' Rating on $200 Mil. Notes ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned an issue- level rating of 'BB+' and a '4' recovery rating to Silgan Holdings Inc.'s proposed $200 million senior unsecured notes due 2016. The '4' recovery rating indicates the expectation for average (30% to 50%) recovery in the event of a payment default. Expected proceeds are to be used to pay down the company's outstanding term loans. "The ratings on Silgan reflect its satisfactory business position as a major North American producer of rigid consumer goods packaging, its fairly steady earnings and free cash flow generation, and its demonstrated ability to maintain (or quickly return to) a capital structure consisting with the rating," said Standard & Poor's credit analyst Liley Mehta. Ratings List Silgan Holdings Inc. Corporate Credit Rating BB+/Positive/-- New Rating Silgan Holdings Inc. US$200 mil senior unsecd notes due 2016 BB+ Recovery Rating 4 SITHE/INDEPENDENCE FUNDING: Moody's Confirms 'Ba2' Senior Rating ---------------------------------------------------------------- Moody's Investors Service has confirmed the Ba2 rating on Sithe/Independence Funding Corporation's senior secured debt and revised the outlook to stable. This concludes the review for possible downgrade that was initiated on February 27, 2009 in conjunction with the review of Dynegy Holdings Inc., Sithe Funding's parent. Dynegy's corporate family rating was downgraded to B2 from B1 on April 8. Sithe's ownership by Dynegy (as well as other aspects of the companies' close relationship) coupled with the absence of certain ring-fencing measures characteristic of many other project financings are important factors in Sithe's rating. However, Sithe is not simply secured debt of Dynegy and as such Sithe's rating is not directly linked to Dynegy's. The confirmation reflects the fact that Sithe is ultimately structured as a stand- alone project financing with various fundamental credit strengths. A default by Dynegy would not necessarily entail a default by the project as well. The absence of an independent director at the project could make it easier for Dynegy to file Sithe for voluntary bankruptcy and seek its substantive consolidation should Dynegy have to file itself. However, the costs and risks associated with such a move could exceed any benefits it provides. Furthermore, Moody's notes that Dynegy's ratings incorporate the possibility of defaults other than bankruptcy, such as a distressed exchange, which would not affect the project directly. The project has demonstrated a strong historical operating track record and has an average heat rate of just 7,300. While its capacity factor declined to just 12% in 2008 due to transmission congestion, it rebounded to approximately 47% in the first quarter of 2009. Senior debt is manageable at $325/kw in Moody's opinion given the competitive heat rate and the project's long-term capacity contract with Consolidated Edison Company of New York, Inc. (A1 sr unsec. under review for possible downgrade), which generates the majority of Sithe's cash flows. The ConEd contract, which extends through 2014 and covers 740 MW of Unforced Capacity, has historically provided for a majority of Sithe's fixed obligations. The balance of the project's cash flows are primarily derived from a tolling arrangement and financial hedge with Dynegy Power Marketing (another affiliate of Dynegy), also through 2014. Together, the DPM contracts cover approximately 90% of the project's energy output. While the contracts are both somewhat above market, on a net basis Moody's believes the project has very strong economics from Dynegy's perspective. The project retains the rights to the remaining 10% of its energy output and 30% of its reliable capacity that is not under contract. This energy and capacity is sold into the NY ISO's wholesale energy and capacity markets. The revenues from these sales help to offset a discount to ConEd based upon the market price of energy and a guarantee to Novelis reflecting its purchased power costs, covering a total of approximately 100 MWs. The project remains exposed to a degree of basis and gas price risk under these arrangements. In 2008, this resulted in a drop in its debt service coverage to approximately 1.5x from 1.8x the previous year. In the second half of the year, coverage was just 1.4x, which is below the project's restricted payments test of 1.5x. As a result, it did not make any distributions in this March. However, Moody's understands that this was largely due to a one-time market distortion involving artificial transmission congestion, which greatly exacerbated the basis differential, coupled with last year's very high gas and power prices. This is not expected to be a recurring event and the company projects that coverage will rebound to 1.85x in 2009, notwithstanding a significant increase in scheduled debt service. Financial performance will benefit from pricing escalation clauses in the ConEd PPA and the DPM contracts. The stable outlook reflects Moody's expectation that financial performance will return to historical levels in 2009 following the one-time dip in 2008. The rating could face downward pressure if financial performance does not improve as expected, or if Dynegy's rating comes under further pressure. The project is unlikely to be upgraded unless Dynegy is upgraded, which is unlikely in the near to medium term given its recent downgrade. The last rating action on Sithe Funding occurred on February 27, 2009 when the Project's senior secured rating was placed under review for possible downgrade. Sithe/Independence Funding Corporation is a wholly owned subsidiary of Sithe/Independence Power Partners, L.P., which is a 1,040 MW natural gas fired cogeneration facility located in Oswego County, New York. Sithe Funding's debt is guaranteed by Sithe/Independence Power Partners (the Project) and secured by all the assets of Sithe/Independence. The Project is owned by Dynegy Holdings Inc. and is capitalized with approximately $344 million of outstanding senior secured notes and approximately $419 million of subordinated debt held by Dynegy. SKY INN HOTELS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Sky Inn Hotels & Suites, Inc. 1611 Airport Commerce Drive Austin, TX 78741 Bankruptcy Case No.: 09-11184 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: C. Daniel Roberts, Esq. C. Daniel Roberts & Associates, P.C. 1602 East Cesar Chavez Austin, TX 78702 Tel: (512) 494-8448 Fax: (512) 494-8712 Email: droberts@cdrlaw.net 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 ------ --------------- ------------ United States Treasury $90,000 PO Box 9941, Stop 5300 Ogden, UT 84409-0941 Kiester Lockwood & Babb LLP $50,319 611 West 14th Street, Ste 100 Austin, TX 78701 Leonardo Corona $47,514 4410 Dovehill Drive Austin, TX 78744 Commercializadora DUME $40,990 Seton $24,290 Onity, Inc. $22,939 Otis Elevadores $18,203 Card Services $16,801 Edgar Martinez $15,571 Hugh Lozano $12,580 Palmer Steel Supplies, Inc. $9,739 Builders Plus of C. Texas $9,100 Pinncacle Communications Corp. $8,290 Sentry Security & Investigations LP $7,697 Mitchel and Colmanero $7,160 First Equity Card $5,772 Wasted $5,385 Pacific Coast $3,975 Springfield Corporations $3,373 SMITTY'S BUILDING: Files 2nd Amended Plan and Disclosure Statement ------------------------------------------------------------------ Smitty's Building Supply, Inc., et al., has filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Second Amended Chapter 11 Plan of Reorganization and a disclosure statement explaining the Plan. The Plan contemplates the sale of the Alexandria Property, valued at $9.53 million, and the distribution of net proceeds of the sale and funds generated through the sale of new common stock and bankruptcy causes of action to creditors in accordance with the priorities of the Bankruptcy Code. The Debtor anticipates that distribution will be completed within 60 months following the Plan's Effective Date. The Debtors propose that the Plan be funded through (i) Exit Financing provided by the Exit Financing Lender; (ii) proceeds of the sale of the Alexandria Property; (iii) the proceeds of a contribution to include $125,000 cash and a $250,000 promissory note made by the Smith Family for the benefit of the Reorganized Debtor in exchange for New Common Stock; (iv) the Equipment Sale Proceeds; (v) the proceeds of any Sale of De Minimis Assets; and (vi) the proceeds of Bankruptcy Causes of Action and Contingent Assets. Proposed Exit Facility Under the proposed terms, BofA will provide: a) Revolving Credit Facility in the maximum available committed amount of $5.0 million. b) Term Loan of: -- $9.5 million, until such time as the Alexandria Property is sold or refinanced; and -- $2.0 million or delta between the net proceeds of the Alexandria Property and Refinanceable Revolver thereafter (assuming $7.5 million net proceeds from sale of Alexandria Property). The Closing Date of the Exit Facility will be the Plan's Effective Date, provided Effective Date occurs before September 30, 2009. The Final Maturity of both the Revolver and the Term Loan is December 31, 2010. Classification of Claims and Interests The Plan segregates the various claims against and interests in the Debtors into 7 classes: Class 1 Other Priority Claims. Class 2 Pre-Effective Date Lender Secured Claim. Class 3 Other Pre-Petition Secured Claims. Class 4 Other Pre-Petition Secured Deficiency Claims. Class 5 Landlord Unsecured Claims. Class 6 General Unsecured Claims. Class 7 Equity Interests The Debtor has one primary secured creditor, Bank of America, with a claim in the approximate amount of $12.44 million dollars, secured by the Alexandria Property, as well as a first priority lien on and security interest in all of Smitty's assets. BofA's secured claim will be amended and restated pursuant to the terms and conditions of the Exit Financing and shall be paid according to the terms set forth in the Exit Financing Lender's Term Sheet for Exit Financing. On the Plan's Effective Date, each holder of an Allowed Class 6 General Unsecured Claim shall receive a Class 6 interest representing the right to receive the distributions contemplated in Section 8.4 of the Plan. The Debtors estimate the amount of unsecured claims at $15 million. Equity Interests in Smitty's Building Supply, Inc., and its affiliated debtors will be cancelled as of the Plan's Effective Date. Holders of Class 7 Equity Interests will receive no distributions under the Plan in respect of its Equity Interest. Class 7 is impaired by the Plan and deemed to reject the Plan and, consequently, is not entitled to vote to accept or reject the Plan. With the exception of Other Priority Claims under Class 1, which will be paid in full, all claims are impaired under the Plan. In the event that Net Realized Proceeds do not exceed $7.5 million, all Net Realized Proceeds from the sale of the Alexandria Property shall be distributed to the Exit Financing Lender, which, in its sole discretion and authority, may elect not to share the proceeds with any other party. If Net Realized Proceeds exceed $7.5 million, all Net Realized Proceeds from the sale of the Alexandria Property shall be distributed by Reorganized Smitty's as follows: -- First, to the Exit Financing Lender in an amount up to and including $7,500,000 in partial satisfaction of Reorganized Smitty's Exit Financing obligations; -- Second, in an amount not to exceed $300,000 to the Distribution Trust; and third, to the Exit Financing Lender any Net Realized Proceeds in excess of $7,800,000 for application as a permanent reduction to the Reorganized Debtors' revolving line of credit as provided in the Final DIP Order. A full-text copy of the Debtors' 2nd Amended Plan of Reorganization is available at: http://bankrupt.com/misc/SMITTY'S.2ndAmendedPlan.pdf A full-text copy of the disclosure statement explaining the Debtors' Second Amended Plan of Reorganization is available at: http://bankrupt.com/misc/SMITTY'S.DS2ndAmendedPlan.pdf About Smitty's Building Headquartered in Alexandria, Virginia, Smitty's Building Supply Inc. supplies building materials in Washington, D.C. The company and three of its affiliates filed for Chapter 11 protection on Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040). Andrew J. Currie, Esq., Lawrence A. Katz, Esq., Kristen Burgers, Esq., and Abby W. Clifton, Esq., at Venable LLP, represent the Debtors in their restructuring efforts. Epiq Bankruptcy Solutions LLC serves as the Debtors' claims agent. The U.S. Trustee has appointed an official committee of unsecured creditors in the case. LeClairRyan represents the Creditors Committee as counsel. When the company filed for protection from their creditors, they listed assets and debts between $10 million and $50 million each. SOLUTIA INC: Posts $4 Million Consolidated 1st Quarter Loss ----------------------------------------------------------- Solutia Inc. reported a consolidated loss from continuing operations of $4 million for the first quarter of 2009, compared to income of $1,234 million for the same period in 2008. These results were impacted by certain events affecting comparability totaling a net gain of $1 million in 2009 and a net gain of $1,210 million in 2008. After adjusting for these items in both periods, continuing operations loss of $5 million in the first quarter of 2009 decreased from income of $24 million in the first quarter of last year. This decline was primarily due to the weakened demand profile, higher depreciation and amortization due to fresh-start accounting, and higher stock compensation expense partially offset by income tax benefits. For the quarter, Solutia posted a diluted loss per share from continuing operations of $.04 and as adjusted a loss per share of $.05. Consolidated EBITDA from continuing operations for the first quarter decreased to $51 million from $73 million in the first quarter of 2008 on net sales of $339 million and $517 million, respectively. After taking into consideration adjustments (as detailed below in the consolidated and segment sales, EBITDA and Adjusted EBITDA table), Adjusted EBITDA decreased to $56 million from $95 million. "Demand in the first quarter was negatively impacted by the difficult macro-economic conditions affecting the global markets. However, we were able to greatly offset the impact of these conditions through the decisive actions we began to implement in the fourth quarter of last year to reduce our operating costs, working capital levels and capital expenditures. In total, our efforts resulted in an improvement in our liquidity over the course of the first quarter," said Jeffry N. Quinn, chairman, president and chief executive officer of Solutia Inc. "While we expect continued softness in demand throughout 2009, we do expect modest volume improvement in comparison to our first quarter levels. Further, we have taken actions to further reduce costs over the remainder of the year." Mr. Quinn added, "We also are pleased to have closed the $74 million term loan facility at one of our German subsidiaries and we continue to work toward the closure of the sale of our nylon business within the second quarter. These actions will improve our strategic positioning and bolster liquidity." Jefferies Finance LLC acted as sole lead arranger and sole bookrunner for the German term loan. Segment Data In order to aid understanding of Solutia's business performance, the results of Solutia's business segments are presented on an adjusted basis and reconciled to the comparable GAAP measures in the below tables. Saflex Segment Saflex's first quarter 2009 net sales were $133 million, down $60 million or 31% from the same period in 2008. Adjusted EBITDA decreased to $24 million for the first quarter of 2009 compared to $31 million in the prior year period primarily due to sales volume declines in all world markets, partially offset by lower raw material and SG&A costs, and higher selling prices. Adjusted EBITDA margins expanded to 18% in the first quarter in comparison to 16% in the same period in 2008. CPFilms Segment CPFilms' first quarter 2009 net sales were $34 million, down $28 million or 45% from the same period in 2008. Adjusted EBITDA decreased to $2 million for the first quarter of 2009 compared to $16 million in the same period in 2008, primarily due to lower window films revenue, partially offset by reduced SG&A costs. Technical Specialties Segment Technical Specialties' first quarter 2009 net sales were $167 million, down $85 million or 34% compared to the same period in 2008. Adjusted EBITDA decreased to $46 million for the first quarter of 2009 compared to $59 million in the prior year period, primarily due to lower volumes partially offset by improved selling prices and lower SG&A costs. Adjusted EBITDA margins expanded to 28% in the first quarter in comparison to 23% in the prior year period. Unallocated and Other Unallocated and other losses increased $5 million to $16 million compared to the first quarter 2008, primarily attributable to year over year changes with currency transaction gains and losses and lower interest income. Discontinued Operations -- Integrated Nylon Segment As announced previously, Solutia has entered into a definitive agreement to sell its nylon business and results for this business are reported as Discontinued Operations. In the first quarter, income from discontinued operations decreased $345 million to a net loss of $155 million, in comparison to the same period in 2008. The first quarter results for 2009 were negatively impacted by non-cash charges of $101 million, net of tax to adjust the book value of the Nylon business to its estimated fair value as of the March 31, 2009. The first quarter results for 2008 were impacted by reorganization items and certain gains and losses totaling a net gain of $210 million. Despite continued demand pressure in this business, discontinued operations provided cash of $35 million in the first quarter, as a reduction in working capital more than offset the operating losses of the business. "The nylon sale will complete Solutia's transformation into a pure-play performance materials and specialty chemicals company. Our going-forward portfolio of high-margin businesses with world- leading positions sets the stage for long-term growth and success once economic conditions improve," added Mr. Quinn. Leverage and Liquidity For the first quarter of 2009, the Company reduced net debt by $50 million to $1,314 million and had liquidity of $163 million. Cash provided by continuing operations before reorganization activities for the quarter was $30 million compared to a use of $36 million for the same period for 2008. The improvement in cash from continuing operations was primarily attributed to improvements in working capital, lower incentive payments and lower funding of pension and other postretirement benefit plans. "As we stated during our fourth quarter conference call, we are focused on preserving and enhancing our liquidity position in light of the current economic environment," said James M. Sullivan, executive vice president and chief financial officer. "To this end, we have obtained a $74 million unsecured term loan with one of our German subsidiaries. We have used the net proceeds to reduce the outstanding balance on our revolving credit facility, which has increased Solutia's liquidity." Outlook As the Company expected, the sharp decline in demand that commenced during the fourth quarter of 2008 continued through much of the first quarter of this year. During this period year over year volume declines were magnified by inventory destocking actions. Inventory levels for the most part now appear to be better aligned with the weaker downstream demand environment. The Company expects a relatively soft demand environment with some seasonal growth in the coming quarters and has taken additional actions to right-size the business to reflect these expectations. Based on these actions, and the results of the first quarter which were consistent with management expectations, the Company is reiterating its Adjusted EBITDA target for 2009 in the range of $325 million to $350 million. On account of the strong cash generation in the first quarter, the Company is increasing its 2009 target range for cash from continuing operations less capital spending to $50 million to $100 million, from $25 million to $75 million. The Company's financial statements are available for free at: http://ResearchArchives.com/t/s?3c8a About Solutia Inc. Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) -- http://www.solutia.com/-- and its subsidiaries, manufactures and sells chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03- 17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. Solutia emerged from chapter 11 protection Feb. 28, 2008. Solutia was represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC was the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represented the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provided the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. Solutia's $2.05 billion exit financing facility was funded by Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P., and Deutsche Bank Securities Inc. The exit financing is being used to pay certain creditors, and for ongoing operations. Bankruptcy Creditors' Service, Inc., publishes Solutia Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Solutia Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on March 5, 2009, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Solutia Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with negative implications. At the same time, Standard & Poor's lowered its rating on the company's $1.2 billion senior secured term loan facility to 'B' from 'B+', and revised its recovery rating on the term loan to '4', indicating average recovery (30%- 50%) of principal in the event of a default, from '3'. According to the TCR on April 6, S&P said its ratings and outlook on Solutia (B/Watch Neg/--) remain unchanged following Solutia's announcement that it has entered into a definitive agreement to sell its nylon business to an affiliate of SK Capital Partners II L.P., a New York-based private equity firm. The transaction is expected to close in the second quarter of 2009. SOTHEBY'S INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB-' ------------------------------------------------------------------ Standard & Poor's Rating Services said it lowered its corporate credit rating on Sotheby's to 'BB-' from 'BBB-'. The three-notch downgrade follows what in S&P's view has been a severe decline in company performance due to the greatly reduced art auction market, S&P's expectation that business will remain depressed throughout 2009, a substantial increase in debt leverage, and S&P's projection that, absent an amendment or other relief, Sotheby's is likely to breach a financial covenant in the near term. At the same time, S&P removed the ratings from CreditWatch with negative implications, where they were placed on Feb. 9, 2009. The outlook is negative. At the same time, S&P lowered the rating on the company's senior unsecured notes to 'B' from 'BBB-' and assigned a recovery rating of '6' to the notes, indicating S&P's expectation of negligible (0%-10%) recovery in the event of default. S&P also lowered the rating on the company's convertible notes to 'B' from 'BBB-' and assigned a recovery rating of '6' to the notes, indicating S&P's expectation of negligible (0%-10%) recovery in the event of default. "The speculative-grade ratings on Sotheby's reflect S&P's view of the volatile worldwide demand for art, seasonal operations due to timing of auctions, and historical use of guarantees which has led to wide margin movement," said Standard & Poor's credit analyst David Kuntz. Other factors include a highly leveraged capital structure and weak credit protection metrics. SOURCE INTERLINK: Plan Confirmation Hearing Slated for May 28 ------------------------------------------------------------- Source Interlink Companies, Inc., provided an update concerning its structured reorganization and said its common stock will cease trading on the The Nasdaq Stock Market at opening of business on May 14, 2009. On April 28, 2009, the Company reached a restructuring agreement to take the Company private and eliminate nearly $1 billion of its existing debt. To facilitate the restructuring, the Company filed a lender-approved pre-packaged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code. During first day motions, held Wednesday, the Court entered various orders to enable the Company to continue operations in the ordinary course, including authorization to pay all vendors in full and on time if they agree to maintain current credit and payment terms and approval of a $385 million debtor-in-possession financing arrangement. The financing arrangement was consummated on Thursday and vendors began receiving payment of pre-filing charges immediately. Recognizing the unique nature of the case and the parties' desire for a prompt conclusion of the proceedings, the Court set a hearing for May 28, 2009 to confirm the Company's Plan of Reorganization. The Plan proposes to pay holders of term loan claims 66.4% of their allowed claims. General unsecured claimants will get 100% of the amount they're owed. Holders of Senior Notes and equity securities won't get a dime. A full-text copy of Source Interlink's plan summary is available at no charge at: http://bankrupt.com/misc/SourceInterlinkPlanSummary.PDF In accordance with the Company's plan to go private, The Nasdaq Stock Market informed the Company by letter dated May 5, 2009 that the Company's common shares would be delisted and all trading suspended at the opening of business on May 14, 2009 pursuant to NASDAQ Marketplace Rules 5100, 5110(b), IM-5100-1 and 5250(c)(1). The action followed the filing of the Company's Plan of Reorganization and decision to devote its resources to the restructuring process rather than the filing of its Annual Report on Form 10-K for the fiscal year ended January 31, 2009. Because the delisting is a necessary step in the Company's plan to go private, the Company does not intend to request a hearing before the Nasdaq Listing Qualifications Panel to appeal the decision. In a filing with the Securities and Exchange Commission, Source Interlink said it is not able to file its Form 10-K within the prescribed time period without unreasonable effort or expense because the Company has been devoting substantial resources in addressing its plan of reorganization. Prior to the filing, the Company was negotiating with and soliciting the consents of certain of its lenders for the plan of reorganization. This diversion of resources and the event of filing the Chapter 11 Case has caused a delay in the Company's closing process such that it is unable to finalize its books and records and prepare its Form 10-K by the required filing date of May 1, 2009. The Company will not be in a position to file by the 15th calendar day following the required filing date of May 1, 2009. Based on information currently available, the Company anticipates that its results of operations for the year ended January 31, 2009 will be significantly different from the results of operations for the year ended January 31, 2008, due to significant developments in the business over the past year. Source Interlink Chairman and Chief Executive Officer Greg Mays said, "We continue to be very pleased with the progress made this week in our plan to go private and eliminate a substantial portion of our existing debt. We are also pleased with the response of our trading partners, all of which have enthusiastically supported our plan. Our restructuring is progressing better than expected. We are on schedule to emerge shortly with significantly less debt, materially reduced interest expense and substantially improved free cash flow allowing us to capitalize on several operational opportunities to further improve and grow our business. Our restructuring also will permit our employees to continue to do what they do best -- provide exceptional service to our customers." About Source Interlink Bonita Springs, Florida-based Source Interlink Companies, Inc., -- http://www.sourceinterlink.com/-- is a U.S. distributor of home entertainment products and services and one of the largest publishers of magazines and online content for enthusiast audiences. Source Interlink Media, LLC publishes more than 75 magazines and 90 related Web sites. Source Interlink Distribution services tens of thousands of retail store locations throughout North America distributing DVDs, music CDs, magazines, video games, books, and related items. In addition to distributing more than 6,000 distinct magazine titles annually, the Company maintains the largest in-stock catalog of CDs and DVDs in the US -- a combined total of more than 260,000 titles. Supply chain relationships include consumer goods advertisers, subscribers, movie studios, record labels, magazine, book, and newspaper publishers, confectionary companies and manufacturers of general merchandise. Source Interlink Companies, Inc. and 17 affiliates filed for bankruptcy on April 27, 2009 (Bankr. D. Del. Case No. 09-11424). Judge Kevin Gross presides over the case. David Eaton, Esq., and David Agay, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Mark M. Billion, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl Young Jones in Wilmington, Delaware, serve as bankruptcy counsel. Meolis & Company LLC serves as the Debtors' financial advisors, while Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. As of April 24, 2009, the Debtors had $2,436,005,000 in total assets and $1,995,504,000 in total debts. SPECTRUM BRANDS: 8 Remaining Debtors File Schedules & Statements ---------------------------------------------------------------- The remaining eight debtor affiliates of Spectrum Jungle Labs Corporation disclose these assets and liabilities: Company Assets Liabilities ------- ------- ----------- Rovcal, Inc. $142,434,166 $2,618,976,394 Rov Holding, Inc. 143,661,229 2,882,322,188 Tetra Holding (US), Inc. 86,740,467 2,637,345,597 Spectrum Neptune US HoldCo. 58,566,387 2,618,976,394 Perfecto Manufacturing, Inc. 20,670,151 2,635,073,987 DB Online, LLC 108,758 2,618,976,394 Southern California Foam, Inc. 8,212 2,618,976,394 Schultz Company 1,650 2,618,976,394 Debtor Rovcal Inc. discloses that during two years immediately preceding the Petition Date, the company received income from the operation of its business: Amount Source Year ------ ------ ---- $125,910,000 Total gross revenue 2006-2007 240,061,000 Total gross revenue 2007-2008 72,725,000 Total gross revenue 2008-2009 Debtor Tetra Holding (US), Inc., discloses that during two years immediately preceding the Petition Date, it received income from the operation of its business: Amount Source Year ------ ------ ---- $95,237,000 Total gross revenue 2006-2007 99,924,000 Total gross revenue 2007-2008 30,227,000 Total gross revenue 2008-2009 Tetra Holding also discloses that it received $2,705,115 of income from the OPEB Plan Curtailment Gain during the years 2006 to 2007. Debtor Perfecto Manufacturing, Inc., discloses that during two years immediately preceding the Petition Date, the company has received income from the operation of its business: Amount Source Year ------ ------ ---- $43,122,000 Total gross revenue 2006-2007 39,439,000 Total gross revenue 2007-2008 13,745,000 Total gross revenue 2008-2009 Debtors Spectrum Neptune US HoldCo, Schultz Company, and Southern California Foam, Inc., disclose that they did not earn any income from the operation of their business within two years before the Petition Date. Debtor ROV Holding, Inc., reports that it transferred, during the 90 days immediately preceding the Petition Date, to creditors for which the value of the property affected is not less than $5,475. Tetra Holding made payments totaling $7,161,415 to more than 100 creditors during the 90 days before the Petition Date. A list of the 90-Day Payments is available for free at: http://bankrupt.com/misc/TetraUS_90day_creditors.pdf Within 90 days immediately preceding the Petition Date, Perfecto has made payments to more than 80 creditors totaling $9,766,094 on loans, installment purchases of goods or services, and other debt. A list of the 90-Day Payments is available for free at http://bankrupt.com/misc/Perfecto_90day_creditors.pdf Due to privacy concerns, the list of the 90-Day Transfers made to employees will be provided on a confidential basis to the Office of the United States Trustee and key interested parties who have executed a confidentiality agreement. Within one year immediately preceding the Petition Date, ROV Holdings paid $35,213,350 to Cayman Islands Finance Co. Within one year immediately preceding the Petition Date, Tetra Holdings paid $1,425,759 to five creditors who are insiders: Name Amount ---- ------ Kevin B. Brenner $544,719 Aquaria, Inc. 2,385 Aquarium Systems 568,132 Jungle Laboratories Corp 119,755 Perfecto Manufacturing 190,766 Within one year immediately preceding the Petition Date, Perfecto paid a total of $2,801,190 to these creditors who are insiders: Creditor Amount -------- ------ Aquaria, Inc. $40,469 Aquarium Systems 27,899 Tetra Holding (US), Inc. 2,732,822 Within one year immediately preceding the Petition Date, Tetra Holding was or is party to four lawsuits and administrative proceedings: Caption of Suit Location Status --------------- -------- ------ Aquarium Alimantos Para Peizes Ltda. v Brazil Settled Tetra Holding(US), Inc. Elissa F. Tucker v EEOC and Virginia Open Tetra-United Pet Group, Council of Human Inc. Rights Mercury Insurance Superior Court Open Company of Georgia of Fulton Fulton v United Pet Group County et al Theresa Urekew v Superior Court of Tetra Holding(US), California County Closed Inc., et al El Dorado One year immediately preceding the Petition Date, Perfecto was or is party to these lawsuits and administrative proceedings: Caption of Suit Location Status --------------- -------- ------ Amica LLoyds of Texas Judicial Dist Court v Petsmart Inc. et al of Harris County Open Texas Daniel Walters v United Court of Common Industries, et al Pleas of Closed Philadelphia County Farmers' Insurance Co. Superior Court of of Arizona v Perfecto State of Arizona Open Mfg., et al Maricopa County Horace Mann Insurance v 24th Judicial Dist. Chubb Indemnity Insurance Court for the Parish Open Company of Jefferson, Louisiana Julie Ruda v Perfecto Hamilton County Mfg., Inc. Superior Court Dismissed Hamilton, Indiana Katherine Graves v Indiana Workers' Open Perfecto Mfg., Inc. Compensation Board Melania McDaniel v Magistrate Court of Settled Spectrum Brands, Inc. Logan County dba Perfecto Mfg., Inc. West Virginia Ramira Cabangal and Circuit Court of the Charley Cabangal v 16th Judicial Dist. Dismissed Sea Escapes II, Ltd. Kane County, IL. dba Perfecto Mfg., Inc. Safeco Insurance Co. Judicial Dist. Court Settled of America v Perfecto of Harris County, Texas Mfg., Inc. Tetra Holding gave gifts or charitable contributions to four persons or organizations within one year immediately preceding the Petition Date: Name Date Value ---- ---- ------ United Way of Montgomery 01/07/09 $5,707 Military Family Support Center 05/28/08 385 New River Land Trust 03/17/08 100 Blacksburg Church Youth Baseball 03/10/08 150 Perfecto further discloses that it has given gifts or charitable contributions within one year immediately preceding the Petition Date: Name Date Value ---- ---- ----- First USA Bank, NA-Visa 12/20/08 $240 White River Christian Church 11/20/08 250 First USA Bank, NA-Visa 10/20/08 201 Madison County Humane Society 10/20/08 200 National Child Safety Council 10/14/08 100 St. Tarcisius School Memorial Fund 10/07/08 100 Noblesville Police Department 09/26/08 200 First USA Bank, NA-Visa 06/19/08 625 Flames 06/17/08 100 Matt Cridge 06/12/08 125 First USA Bank, NA-Visa 05/21/08 100 Boys and Girls Club of Noblesville 04/28/08 400 Michael Treinen Medical Trust Fund 04/01/08 100 First USA Bank, NA-Visa 03/11/08 500 Noblesville High School Prom 02/07/08 100 As of February 1, 2009, Tetra Holding's inventories are valued at $21,819,072. As of February 1, 2009, the amount of Perfecto's inventory was $8,947,691. Within one year immediately preceding the Petition Date, Tetra Holdings has credited the withdrawals of these insiders: Name Amount ---- ------ Kevin B. Brenner $544,719 Aquaria, Inc. 2,385 Aquarium Systems 568,132 Jungle Laboratories Corp 119,755 Perfecto Manufacturing 190,766 Within one year immediately preceding the Petition Date, Perfecto has credited the withdrawals of these insiders: Name Amount -------- ------ Aquaria, Inc. $40,469 Aquarium Systems 27,899 Tetra Holding (US), Inc. 2,732,822 The Remaining Debtors also disclose that they transferred property either absolutely or as security within two years immediately preceding the Petition Date to: (a) Goldman Sachs Credit Partners, L.P., as agent, pursuant to a $1,6000,000,000 Term Credit Agreement, having first priority liens on the Debtors' domestic property and 65% of the equity interests of the Debtors' first tier foreign subsidiaries and second priority liens on the Debtors' domestic accounts receivable and inventory; and (b) Wachovia National Association, as agent for, pursuant to a $225,000,000 Asset-Based Lending Credit Facility, having first priority liens on the Debtors' accounts receivable and inventory. 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) SPECTRUM BRANDS: Court Approves Ernst & Young Engagement -------------------------------------------------------- Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their debtor affiliates sought and obtained authority from the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to employ Ernst & Young LLP to provide accounting, auditing and tax services effective as of March 7, 2009. The Debtors tapped Ernst & Young to ensure that they are able to address the accounting, auditing and tax-related issues that will arise either during their Chapter 11 cases or in connection with their Chapter 11 filings, their proposed plan of reorganization and their anticipated emergence from Chapter 11. Anthony L. Genito, the Debtors' Chief Financial Officer, asserted that the employment of E&Y LLP is critical in the sense that the Debtors lack the internal expertise to address the many accounting, auditing and tax-related issues they will face. E&Y LLP has substantial experience in providing accounting and auditing services and other tax advice to Chapter 11 debtors and is well suited to provide the Services required by the Debtors, he told the Court. Furthermore, none of the Debtors' other professionals has provided or will provide the Services, Mr. Genito said. Perella Weinberg Partners LP is being retained to provide financial advisory and investment banking services, KPMG LLP is being retained to provide certain auditing, accounting services, and tax consulting services, and Deloitte Tax LLP is being retained to provide certain tax consulting and compliance services. E&Y LLP will provide only the Services and neither of Perella Weinberg Partners LP, KPMG LLP nor Deloitte Tax LLP will provide any services outside their described areas, Mr. Genito clarified. The Services for which the Debtors propose to engage E&Y LLP include: (a) Fresh Start Accounting and Valuation Services. E&Y LLP will provide Spectrum Brands, Inc. with "Fresh Start Accounting" advisory services related to the Debtors' emergence from bankruptcy, including assistance related to the fair value allocation, and to provide a valuation of the Debtors' assets and business enterprise; (b) Section 404 Sox Services. E&Y LLP will (i) provide Debtors' management with ongoing advice and assistance related to Debtors' internal control activities to comply with Section 404 of the Sarbanes-Oxley Act of 2002, including assisting Debtors' management prepare its documentation, test and evaluate internal controls over financial reporting for the Debtors' significant accounts, financial risks, processes and locations, as identified by the Debtors' management, and to report any findings and recommendations for improvements in the controls that E&Y LLP may identify as a result of this assistance and (ii) provide services to assist and work in conjunction with the Debtors' internal audit function; (c) Master Tax Services. E&Y LLP will perform tax services as set forth in specific Statements of Work issued under the Master Tax Services Agreement; (d) Income Tax Provision Assistance Services. E&Y LLP will review the annual and quarterly income tax provision computation prepared by Spectrum Brands, Inc. for the year ended September 30, 2009. Details of the services to be provided by E&Y LLC are fully discussed in the Engagement Letter, a full-text copy of which is available for free at: http://bankrupt.com/Spectrum_engagement_ltr.dbf For their professional services, the Debtors will pay E&Y LLP on an hourly basis depending on the category of work provided: (a) For their Fresh Start Accounting and Valuation Services, E&Y's rates are: Professional Hourly Rate ------------ ----------- Partners / Principals $550 Senior Managers $450 Managers $390 Seniors $290 Staff $215 CSA $60 (b) For their general Section 404 Sox Services, the Debtors pay E&Y $175 per hour; and $190 per hour for their IT Section 404 SOX services; (c) For their Internal Audit Services performed by business process professionals, the Debtors pay E&Y LLP $175 per hour and $190 per hour for services performed by IT or data analysis professionals; (d) For their Income Tax Provision Services, the Debtors pay E&Y LLC: Professional Hourly Rate ------------ ----------- National Executive Directors / Principals / Partners $575 Executive Directors Principals / Partners $550 Senior Managers $450 Managers $390 Seniors $290 Staff $215 In the 90 days prior to the Petition Date, the Debtors paid E&Y approximately $183,607 for fees and reimbursement of expenses. E&Y has received no other compensation from the Debtors pursuant to the Engagement Letters, Mr. Genito noted. Les Bethune, a partner of E&Y LLP, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) as modified by Section 1107(b) and Section 327(a) of the Bankruptcy Code, and does not hold or represent any interest adverse to the Debtors estates. In the order, Judge King ruled that with respect to the indemnification claims based on acts occurring after the Petition Date but prior to the effective date of a confirmed plan of reorganization in the Debtors' Chapter 11 cases, all requests for indemnity under the Engagement Letters will be made by means of an application and will be subject to review by the Court to ensure that payment of the indemnity conforms to the terms of the applicable Engagement Letter and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity is sought. In no event will E&Y be indemnified for losses that are determined by a court or other tribunal of competent jurisdiction to have arisen from its own or its subcontractors' bad faith or intentional misconduct. The Debtors will coordinate with their retained professionals to try to ensure that the work performed by E&Y will not be duplicative of work performed by any other professional retained by the Debtors in the bankruptcy cases. About Spectrum Brands Based in Cibolo, Texas, Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- supplies consumer batteries, lawn and garden care products, specialty pet supplies, shaving and grooming products, household insect control products, personal care products, and portable lighting. Spectrum Brands' business is operated in three reportable segments: (a) Global Batteries and Personal Car; (b) Global Pet Supplies; and (c) Home and Garden. Spectrum Brands has roughly 5,960 employees worldwide, with about 2,700 of those employees working within the United States. In addition, Spectrum Brands holds a 50% interest in a domestic entity; minority interests (less than 25% each) in a domestic entity and a foreign entity; a limited partnership interest in a foreign entity; and a 100% interest in a foreign trust. Spectrum Brands, Inc., and 13 subsidiaries filed separate Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No. 09-50455). The Hon. Ronald B. King presides over the cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman, Esq., in San Antonio, serve as the Debtors' counsel. Sutherland Asbill & Brennan LLP acts as special counsel; Perella Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as tax consultant; and Logan & Company Inc. as claims and noticing agent. As of September 30, 2008, Spectrum Brands had $2,247,479,000 in total assets and $3,274,717,000 in total liabilities. 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) SPECTRUM BRANDS: Equity Panel's Bid to Hire Allen & Co. Dismissed ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, dismissed as moot a request by the Official Committee of Equity Security Holders in the bankruptcy cases of Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their debtor affiliates, to retain Allen & Company LLC as its financial advisors. As financial advisor, Allen & Company was to: (a) analyze business plans and forecasts of the Debtors; (b) evaluate the assets and liabilities of the Debtors; (c) evaluate the stand-alone business plan of the Debtors; (d) assess the financial issues and options concerning the Debtors' Chapter 11 Plan(s) of reorganization or any other Chapter 11 plan(s); (e) analyze and review the financial and operating statements of the Debtors; (f) assist in the determination of an appropriate capital structure for the Debtors; (g) analyze strategic alternatives available to the Debtors; (h) evaluate the Debtors' debt capacity in light of its projected cash flows; and (i) provide other financial advisory and investment banking services as may be agreed upon by Allen & Company and the Committee. AS financial advisor, Allen & Company will be paid: (i) a Monthly Fee of $200,000, plus (ii) a Restructuring Fee of $2,000,000 earned and payable upon the confirmation of any restructuring or similar transaction which results in consideration or distribution in any form being paid to any or the equity security holders. Commencing on the fourth month 50% of the subsequent Monthly Fee will be creditable against the Restructuring Fee; (iii) reimbursement for reasonable and necessary expenses incurred in connection with the services performed for the Equity Committee; and (iv) an indemnification of Allen & Company relating to Allen's engagement by the Equity Committee. Enrique Senior, managing director of Allen & Company, said his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and that Allen & Company does not have an interest materially adverse to the interest of the Debtors, the estate or any class of its creditors or security holders. The Debtors, in response, did not agree with the retention application and asked the Court to deny the application by reason of their insolvency. The Debtors are joined in by Harbinger Capital Partners, which contended that the Debtors' estates should not be prospectively compelled to pay for Allen & Company's services to the Committee where the Debtors are insolvent and there is not a significant likelihood that equity holders are entitled to any distribution under a plan of reorganization. Prior to the Debtors' and Harbingers' objections, the Committee's Application to retain Allen & Company was already dismissed by the Court as moot. 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) SPECTRUM BRANDS: Equity Panel Can Hire Jackson Walker as Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, authorized the Official Committee of Equity Security Holders in the bankruptcy cases of Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their debtor affiliates, to retain Jackson Walker L.L.P. as its local counsel during the pendency of the Debtors' bankruptcy cases. Mittleman Brothers' Managing Partner Christopher P. Mittleman said the Committee selected the Jackson Walker because of the firm's knowledge of the local rules and procedures of the Western District of Texas, and its expertise in the field of debtors and creditors' rights and business reorganizations under the Bankruptcy Code. Moreover, the Committee believes that the firm is well qualified and uniquely able to act on the Committee's behalf. For its services, Jackson Walker will be paid on an hourly basis and reimbursed of its actual, necessary and reasonable expenses. Jackson Walkers' rates are: Professional Hourly Rate ------------ ----------- Claiborne B. Gregory, Jr., Esq. $425 Paralegals and employees $105 to $175 Claiborne B. Gregory, Jr., Esq., at Jackson Walker L.L.P., in San Antonio, Texas, assures the Court his firm does not hold or represent interests adverse to the Debtors' bankruptcy cases. Further, Jackson Walker is a disinterested person and is eligible to serve as counsel for the Committee pursuant to Section 328 and 1103 of the Bankruptcy Code, Mr. Gregory asserts. After the Court issued the order approving the Jackson Walker retention application, the Debtors, D.E. Shaw Laminar Portfolios, L.L.C., and Harbinger Capital Partners objected and asked the Court to deny the relief requested by the Committee. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP in New York, stated that although the Court has entered the Jackson Order, the objection deadline with respect to the Application has not yet expired. The Application should be denied because the Debtors' estates should not be prospectively compelled to pay for Jackson's services to the Equity Committee, Mr. Baker asserted. The Debtors' contentions are supported by Laminar and joined in by Harbinger Capital Partners. 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) SPECTRUM BRANDS: Hearing Today on Equity Panel Bid to Hire Alston ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, will convene a hearing May 7, 2009, at 9:30 a.m. to consider the request of the Official Committee of Equity Security Holders appointed in the bankruptcy cases of Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their debtor affiliates, to retain Alston & Bird LLP as its counsel nunc pro tunc March 9, 2009, pursuant to Sections 328 and 1103(a) of the Bankruptcy Code. Christopher P. Mittleman, Managing Partner of Mittleman Brothers LLC and Committee Chair, said the Committee has selected Alston & Bird because of the expertise and experience of the firm's attorneys in complex business reorganizations filed under Chapter 11 of the Bankruptcy Code. Alston & Bird, he said, has expertise and experience practicing before bankruptcy courts throughout the country representing committees, trustees, examiners, debtors, investors and shareholders. Furthermore, Alston & Bird's broad- based practice, which includes expertise in the areas of litigation and tax, as well as bankruptcy, will permit it to represent fully the interests of the Committee in an efficient and effective manner, Mr. Mittleman said. Alston & Bird's services will include, without limitation, assisting, advising and representing the Committee with respect to: (a) the administration of the bankruptcy cases and the exercise of oversight with respect to the Debtors' affairs including all issues arising from or impacting the Debtors or the Committee in these Chapter 11 cases; (b) the preparation on behalf of the Committee of all necessary applications, motions, orders, reports and other legal papers; (c) appearances in the Court to represent the interests of the Committee; (d) the objection by the Committee to the pre-negotiated plan of reorganization filed in the Chapter 11 cases; (e) investigations, if any, as the Committee may desire concerning, among other things, the acts, conduct, assets, liabilities and financial condition of the Debtors, and the operation of the Debtors' businesses that may be relevant to the bankruptcy cases; (f) communications with the Committee's constituents and others as the Committee may consider desirable in furtherance of its responsibilities; and (g) the performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of other services as are in the interests of those represented by the Committee or as may be ordered by the Court. For its services, Alston Bird expects to be paid on an hourly basis: Professional Hourly Rates ------------ ------------ Partner $540 to $860 Counsel $480 to $770 Associate $330 to $575 Paralegal $170 to $315 Martin G. Bunin, Esq., at Alston & Bird LLP, in New York, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Objections The Debtors asked the Court to deny the Committee's Application arguing that they should not be compelled to pay for Alston's representation of the Equity Committee. There is no way to quantify the total proposed cost of Alston's retention to the Debtors' estates, the Debtors further argue. Creditors D. E. Shaw Laminar Portfolios, L.L.C., and Harbinger Capital Partners and certain of its affiliates, in a separate filing, also disagree with the retention application. Laminar supports the Debtors' objection and request for denial of the application. Harbinger joins in the Debtors' assertion, believing that the Debtors' objection is meritorious in its entirety and should be sustained, as the Debtors should not be compelled to pay for Alston's representations of the Equity Committee. 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) SPECTRUM BRANDS: United Industry Files Schedules and Statement -------------------------------------------------------------- United Industry Corporation, an affiliate of Spectrum Jungle Labs Corporation and Spectrum Brands, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, its schedules of assets and liabilities, disclosing: A. Real Property Wonder Mulch Facility - Livingston, TX $574,822 Closed Facility - Gloversville, NY 316,225 Wonder Mulch Facility - Cave City, KY 98,597 B. Personal Property B.1 Cash on Hand 500 B.2 Bank Accounts 471,279 B.3 Security Deposits 791,931 B.13 Stock and interests 771,496 B.15 Governmental & corporate bonds 45,997 B.16 Accounts receivable 29,765,711 B.18 Other liquidated debts 285,204 B.23 Licenses 46,377,168 B.24 Customer lists 55,146,832 B.25 Automobiles 108,391 B.28 Office equipment 7,338,171 B.29 Machinery 13,869,413 B.30 Inventory 83,066,413 B.35 Other personal property 241,613,233 TOTAL ASSETS $480,641,388 ========================================================== C. Property Claimed as Exempt $0 D. Creditors Holding Secured Claims 1,528,594,370 E. Creditors Holding Unsecured Priority Claims 0 F. Creditors Holding Unsecured Non-priority Claims 1,829,946,332 TOTAL LIABILITIES $3,358,540,702 ========================================================== The liability amount noted for Schedule F includes contingent liabilities arising from the Debtor's guarantee of issued notes: Indenture Liability --------- --------- 8-1/2% Senior Subordinated Notes due 2013 $2,955,080 7-3/8% Senior Subordinated Notes due 2015 725,955,902 Variable Rate Toggle Senior Subordinated Notes due 2013 361,471,041 United Industry also filed its statement of financial affairs. United Industry discloses that during two years immediately preceding the Petition Date, the company has received income from the operation of its business: Amount Source Year ------ ------ ---- $0 Total gross revenue 2006 - 2007 647,337,000 Total gross revenue 2007 - 2008 73,911,000 Total gross revenue 2008 - 2009 Within 90 days immediately preceding the Petition Date, United Industries paid to more than 100 creditors totaling $90,145,987 on loans, installment purchases of goods or services, and other debt. A list of the Payments is available for free at: http://bankrupt.com/misc/UnitedIndustry_90day_creditors.pdf Due to privacy concerns, the employee payroll amounts are not included in the list. Upon request, the list of the employee payroll amounts will be provided on a confidential basis to the Office of the US Trustee and key interested parties who have executed a confidential agreement. Within one year immediately preceding the Petition Date, United Industry paid $1,385,941 to two creditors who are insiders: Name Amount ---- ------ Robert A. Prather $414,465 Amy Yoder 971,476 Within one year immediately preceding the company's Petition Date, United Industry was or is party to approximately 77 suits and administrative proceedings, a list of which is available for free at http://bankrupt.com/misc/UnitedIndustry_cases.pdf United Industry gave gifts or charitable contributions to four persons or organizations within one year immediately preceding the Petition Date: Name Date Value ---- ---- ----- Arkansas Comets Soccer 08/11/08 $2,500 Kaboom! 03/06/08 5,000 MV 7 Foundation 05/09/08 1,000 Wills Park Titans 01/06/08 500 United Industry says it incurred a total of $295,000 of losses due to employee theft within one year immediately preceding its Petition Date: Goods Value ----- ----- Checks/Deposits $289,843 Laptop Computers 5,000 The company has transferred property either absolutely or as security within two years immediately preceding the Petition Date to: (a) Goldman Sachs Credit Partners, L.P., as agent, pursuant to a $1,6000,000,000 Term Credit Agreement, having first priority liens on the Debtors' domestic property and 65% of the equity interests of the Debtors' first tier foreign subsidiaries and second priority liens on the Debtors' domestic accounts receivable and inventory; and (b) Wachovia National Association, as agent, pursuant to a $225,000,000 Asset-Based Lending Credit Facility, having first priority liens on the Debtors' accounts receivable and inventory. United Industry holds these properties on behalf of other companies: Name of Owner Property Value ------------- -------- ----- AFA Polytek OPUS SOS Trigger $0 Spray Consigned Inventory ALDC Corporation Cash Deposit $10,000 (Disputed) Coastal Supply Security 10,000 Deposit Hope Agri Products Security Deposit 15,000 As of February 1, 2009, the amount of United Industry's inventory was $83,066,413. Within one year immediately preceding the Petition Date, the company has credited the withdrawals of these insiders: Name Amount ---- ------ Robert A. Prather $414,465 Amy Yoder 971,476 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) SPECTRUM BRANDS: United Pet's Unit Files Schedules and Statement ---------------------------------------------------------------- United Pet Group, an affiliate of Spectrum Jungle Labs Corporation and Spectrum Brands, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, its schedules of assets and liabilities, disclosing: A. Real Property $0 B. Personal Property B.1 Cash on hand 17,500 B.2 Bank Accounts 846,648 B.3 Security Deposits 301,466 B.16 Accounts Receivable Non-Trade EIO 792,000 Reserve Firstrax and Eight-in-One (122,695) Trade Firstrax and Eight-in-One 13,906,673 Intercompany Receivable Aquaria, Inc. 10,980,588 Perfecto Manufacturing, Inc. 13,366,295 Spectrum Brands, Inc. 144,513,409 Spectrum Jungle Labs 11,275,939 Tetra GmbH 9,194 Tetra Holdings (US), Inc. 88,404 Tetra Japan, KK 161,362 US Home and Garden 3,591,503 B.18 Other Liquidated Debts 602,031 B.24 Customer Lists 41,036,349 B.25 Automobiles 4,200 B.28 Office Equipment 1,579,740 B.29 Machinery 7,550,100 B.30 Inventory 45,473,923 B.35 Other Personal Property 60,746,393 TOTAL ASSETS $500,438,922 ========================================================== C. Property Claimed as Exempt $0 D. Creditors Holding Secured Claims 1,528,594,370 E. Creditors Holding Unsecured Priority Claims 0 F. Creditors Holding Unsecured Non-Priority Claims 1,247,631,690 TOTAL LIABILITIES $2,776,226,060 ========================================================== The liability amount noted for Schedule D includes a $1,364,433,802 contingent liability arising from the Debtor's guarantee of the $1.6 billion Credit Agreement dated March 30, 2007, and a $161,160,571 contingent liability arising from the Debtor's guarantee of the $225 million Credit Agreement dated September 28, 2007. The liability amount noted for Schedule F includes these contingent liabilities arising from the Debtor's guarantee of issued notes: Indenture Liability --------- --------- 8-1/2% Senior Subordinated Notes due 2013 $2,955,080 7-3/8% Senior Subordinated Notes due 2015 725,955,902 Variable Rate Toggle Senior Subordinated Notes due 2013 361,471,041 Liability listed in the Schedules do not include amounts associated with (i) claims owing to government units, (ii) employee claims, (iii) certain customer claims, or (iv) contingent, unliquidated, or disputed claims. United Pet Group filed its statements of financial affairs. United Pet Group reports that during two years immediately preceding the Petition Date, it received income from the operation of its business: Amount Source Year ------ ------ ---- $188,108,000 Total Gross Revenue 2006 - 2007 202,040,000 Total Gross Revenue 2007 - 2008 64,626,000 Total Gross Revenue 2008 - 2009 Within 90 days immediately preceding the Petition Date, United Pet Group paid to more than 100 creditors $81,886,927 on loans, installment purchases of goods or services, and other debt. A list of the Payments is available for free at: http://bankrupt.com/misc/UnitedPet_90day_creditors.pdf Due to privacy concerns, the employee payroll amounts are not included in the statement. Upon request, the list of the employee payroll amounts will be provided on a confidential basis to the Office of the US Trustee and key interested parties who have executed a confidential agreement. The list also does not include any bank account sweeps made by Wachovia Bank, National Association, as agent pursuant to the $225,000,000 credit agreement dated September 28, 2007. Within one year immediately preceding the Petition Date, United Pet was or is party to more than 10 suits and administrative proceedings, a list of which is available for free at: http://bankrupt.com/misc/UnitedPet_cases.pdf United Industry gave gifts or charitable contributions to 18 persons or organizations within one year immediately preceding the Petition Date. A list of the recipients is available for free at http://bankrupt.com/misc/UnitedPet_donations.pdf The company has transferred property either absolutely or as security within two years immediately preceding the Petition Date to: (a) Goldman Sachs Credit Partners, L.P., as agent, pursuant to a $1,6000,000,000 Term Credit Agreement, having first priority liens on the Debtors' domestic property and 65% of the equity interests of the Debtors' first tier foreign subsidiaries and second priority liens on the Debtors' domestic accounts receivable and inventory; and (b) Wachovia National Association, as agent, pursuant to a $225,000,000 Asset-Based Lending Credit Facility, having first priority liens on the Debtors' accounts receivable and inventory. As of February 1, 2009, the amount of United Pet's inventory was $45,473,923. 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) STALLION OILFIELD: S&P Junks Ratings; Kirkland Hired ---------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Stallion Oilfield Services Ltd. to 'CCC' from 'B-'. The outlook is developing. Standard & Poor's also lowered its senior secured debt rating on Stallion to 'B-' from 'B+' and kept the recovery rating at '1', indicating S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. Standard & Poor's also lowered the senior unsecured debt rating to 'CCC' from 'B-' and kept the recovery rating at '4', indicating the expectation for average (30% to 50%) recovery in the event of a payment default. "The downgrade primarily reflects the announcement that Stallion is currently seeking strategic alternatives that would alleviate the concern of a potential total leverage covenant violation," said Standard & Poor's credit analyst Kenneth Cox. Stallion's debt to EBITDA was sufficient to meet the 4.25x leverage covenant as of Dec. 31, 2008, but the severity of the reduction in capital spending by exploration and production companies could put the company in jeopardy of violating this covenant in subsequent quarters. Stallion has hired Miller Buckfire & Co. LLC and Alix Partners LLP as financial advisors and Kirkland & Ellis LLP and Vinson & Elkins LLP as legal counsel to aid in this effort. The outlook is developing. S&P could take further negative rating actions if Stallion resolves this issue in a manner that impairs lenders or results in a disruption of debt service timeliness. Alternatively, S&P could take positive rating actions if the company reaches a solution that does not alter debt service timeliness or cause an impairment to lenders. * * * According to Bloomberg's Bill Rochelle, the law firm, Kirkland & Ellis LLP, is known for representing companies in Chapter 11. STAAR SURGICAL: Posts $1.7 Million Net Loss for April 3 Quarter --------------------------------------------------------------- STAAR Surgical Company reported financial results for the first quarter ended April 3, 2009: * Net loss for the first quarter ended April 3, 2009 totaled $1.7 million, or $0.06 per common share. For the same period in 2008, the Company reported a net loss of $8.9 million, or $0.30 per common share. Approximately $5.4 million of the first quarter 2008 net loss was due to purchase accounting charges in the acquisition of STAAR Japan. * At April 3, 2009, the Company had $49.8 million in total assets, $28.6 million in total liabilities and $14.3 million in shareholders' equity. At April 3, the Company had total cash of $3.7 million versus $5.0 million at January 2, 2009. During the quarter, cash used in operations totaled $448,000 compared with $3.4 million in the first quarter of 2008, $2.8 million in the second quarter of 2008, $1.1 million in the third quarter of 2008 and approximately $1.0 million in the fourth quarter of 2008. * Global sales for the first quarter were $18.3 million, a 5% increase over the first quarter of 2008 on a constant currency basis, and a 2% increase on a GAAP reporting basis. * International sales achieved 9% growth year-over-year on a constant currency basis and 5% growth on a GAAP reporting basis. International sales totaled $14.0 million versus $13.4 million reported in the same period for 2008. * U.S. sales declined by 6% to $4.2 million compared with the same period in 2008 due to a 33% decline in other product sales and an 8% decline in IOL sales. These declines were partially offset by a 24% increase in U.S. Visian ICL sales. * Gross profit margin rose to 57%, a 13 percentage point improvement over the 43% gross margin reported for the first quarter of 2008. Excluding the impact of charges for the acquisition of STAAR Japan in 2008, gross margin in the first quarter improved 500 basis points. The U.S. reported a 10% percentage point gross profit improvement, while international operations reported a 200 basis point improvement, led by STAAR Japan with a 700 basis point improvement. * Operating expenses declined by $5.0 million, or 30%, when compared to the $16.5 million reported for the first quarter of 2008. Excluding the impact of the STAAR Japan acquisition in 2008, expenses during the first quarter declined by $1.2 million, or 9% compared to the prior year period. Operating expense as a percentage of total revenue dropped to 63% compared to 92% reported for the prior year quarter, or 70% in the prior year quarter when acquisition charges are excluded. * Operating loss improved by $7.6 million, which is an 87% decrease over the $8.7 million loss reported in 2008. Operating loss improved $2.2 million, or 66%, when acquisition charges in 2008 are excluded. "Results for the first quarter compared to the period one year ago clearly demonstrate our continued execution of announced strategies," said Barry G. Caldwell, President and CEO of STAAR Surgical. "Though I would have liked to have seen higher revenue, we have focused our sales and marketing resources on our highest margin product lines, which negatively impacted revenue growth, but led to the continued improvement in our gross margin. Due to a manufacturing issue, now behind us, our gross margin was temporarily reduced by approximately 130 basis points during the first quarter. At the same time, we have continued to focus on significantly lowering our operating expenses globally. Those efforts have resulted in the reduction of cash used in operations during the quarter to $448,000 from $3.4 million in the prior period. Despite significant legal expenses, we generated adjusted EBITDA of $384,000 during the first quarter. Our net operating loss was $1.1 million for the quarter including non-cash expenses of $1.5 million and legal expenses of $0.7 million. "During the quarter, we believe we made progress on the key regulatory approvals we are seeking in Japan and the U.S. for the Visian ICL and Visian Toric ICL. While we didn't generate cash during the quarter as was our goal, we did significantly reduce cash used in operations by 87% from the first quarter of 2008, and 55% from the fourth quarter of 2008. Given that the first quarter is typically our most challenging quarter from a cash from operations perspective, we continue to believe we will generate cash from operations for the full year, continue to improve overall gross margin, decrease operating expense and move to profitability," added Mr. Caldwell. In the Parallax Medical System, Inc., litigation in the Orange County Superior Court of the State of California, the Company has filed a Motion for Judgment Notwithstanding the Verdict and a Motion for a New Trial. The court has tentatively set a date of May 8 to hear arguments on these motions. After the court has ruled and entered final judgment, the Company will have 30 days to file an appeal, then an additional 10 days to post an appeal bond covering the judgment. In the Scott Moody, Inc. litigation, which is before a different judge in the Orange County Superior Court, STAAR's lead attorney, Mark A. Borenstein, has been appointed to a judgeship in the Los Angeles County Superior Court by Governor Schwarzenegger. The Company has engaged Callahan & Blaine, a prominent Orange County law firm, to assume representation in the Moody case. STAAR will request a continuance so the new firm has adequate time to prepare for trial. About STAAR Surgical Monrovia, California-based STAAR Surgical Company (NASDAQ: STAA) -- http://www.staar.com/-- develops, manufactures and markets minimally invasive ophthalmic products employing proprietary technologies. STAAR's products are used by ophthalmic surgeons and include the Visian ICL, a tiny, flexible lens implanted to correct refractive errors, as well as innovative products designed to improve patient outcomes for cataracts and glaucoma. Manufactured in Switzerland by STAAR, the ICL is approved by the FDA for use in treating myopia, has received CE Marking and is sold in more than 50 countries. Collamer(R) is the brand name for STAAR's proprietary collagen copolymer lens material. STAAR has said it currently lacks the cash to satisfy the final judgment expected to result from the $4.9 million verdict in the Parallax case or to fund the bond necessary to pursue appeal. Execution of judgment is currently stayed until 40 days after entry of final judgment; if STAAR cannot satisfy the Judgment or post an appeal bond before the stay expires, STAAR could be required to petition for protection under federal bankruptcy laws, which could further impair its financial position and liquidity, and would likely result in a default under STAAR's $5 million senior secured promissory note held by Broadwood Partners, L.P. If it becomes likely that STAAR will not be able to satisfy the Judgment or post an appeal bond before the stay expires, STAAR will likely be required to reclassify its indebtedness under the promissory note as current indebtedness, which could adversely affect third-party assessments of STAAR's creditworthiness. STAAR assumes no obligation to update its forward-looking statements to reflect future events or actual outcomes and does not intend to do so. As reported in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2009, the Parallax verdict, along with STAAR's history of recurring losses, negative cash flows and limited access to capital has raised substantial doubt regarding STAAR's ability to continue as a going concern. STOCK BUILDING: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Stock Building Supply Holdings, LLC 8020 Arco Corporate Drive Raleigh, NC 27617 Bankruptcy Case No.: 09-11554 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Stock Building Supply Midwest, LLC 09-11553 Stock Building Supply Holdings, LLC 09-11554 Coleman Floor, LLC 09-11555 Commerical Door Services of Nevada, LLC 09-11556 D.S.I. LLC 09-11557 Efficient Enterprises, LLC 09-11558 General Building Systems, LLC 09-11559 Johnson-Manley-Black Limited Liability Company 09-11560 KB Framers, LLC 09-11561 K&K Door & Trim, LLC 09-11562 K&K Framers, LLC 09-11563 Michael Nicholas Carpentry, LLC 09-11564 Precision Doors & Hardware, LLC 09-11565 SBS Construction Holdings, LLC 09-11566 SBS Construction Services of Arizona, Inc. 09-11567 SBS Construction Services of Colorado, LLC 09-11568 SBS Construction Services of Nevada, LLC 09-11569 SBS Construction Services of New Mexico, LLC 09-11570 SBS Remodeling Services, LLC 09-11571 Stock Building Supply, LLC 09-11572 Stock Building Supply of Florida, LLC 09-11573 Stock Building Supply of Texas, LLC 09-11574 Stock Building Supply West, LLC 09-11575 United Electric, LLC 09-11576 United Plumbing, LLC 09-11577 Universal Supply Company, L.L.C. 09-11578 Type of Business: Stock Building supplies building products to builders, contractors and other customers in the United States. See http://www.stockbuildingsupply.com/ Chapter 11 Petition Date: May 6, 2009 Court: District of Delaware (Delaware) Judge: Mary F. Walrath Debtor's Counsel: Edward J. Kosmowski, Esq. bankfilings@ycst.com Pauline K. Morgan, Esq. bankfilings@ycst.com Young, Conaway, Stargatt & Taylor 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-1253 General Counsel: Shearman & Sterling LLP Restructuring Consultant: FTI Consulting Estimated Assets: $50 million to $100 million Estimated Debts: $10 million to $50 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Certainteed Corp Trade Debt $2,191,781 Roofing Products Group PO Box 536771 Atlanta, GA 30353-6771 TEL: 800-581-1141 X 2230 FAX: 800-345-2641 Jeldwen Windows Trade Debt $2,083,097 21 Atridge Dr Marietta, GA 30068 TEL: 800-228-1260 FAX: 813-221-4188 Moulding & Millwork Rich Trade Debt $1,577,841 9325a Snowdon River Parkway Columbia, MD 21046 TEL: 410-423-2440 FAX: 410-423-2450 Firestone Bldg Products Co. Trade Debt $1,174,730 PO Box 13664 Newark, NJ 07188-0664 (317) 575-7194 FAX: 317-428-5670 Curries Trade Debt $1,124,717 Box 640744 Pittsburgh, PA 15264-0744 (203) 499-6804 FAX: 515-424-8305 Gerdau Ameristeel Trade Debt $1,086,532 PO Box 116660 Atlanta, GA 30368-6660 TEL: 800-237-0230 FAX: 813-207-2319 James Hardie Building Trade Debt $953,673 Products 26300 La Alameda, Suite 400 Mission Viejo, CA 90088-7151 TEL: 949-367-4601 FAX: 949-348-4509 West Fraser Inti Ltd. Trade Debt $921,848 P.O. Box 951646 8. Dallas, TX 75395-1646 TEL: 250-992-0862 FAX: 318-340-6053 Weyerhaeuser Co. Trade Debt $906,063 P.O. Box 75146 Charlotte, NC 28275-5146 TEL: 800-283-9663 FAX: 612-645-9512 City of Hammond Trade Debt $895,483 310 E Charles St. Hammond, LA 70401 TEL: 985-542-3400 FAX: 985-277 5637 Hampton Lumber Sales Co. Trade Debt $846,865 P.O. Box 535035 Atlanta, GA 30353-5035 (503) 203-6512 FAX: 503-203-6611 Parksite Inc. Trade Debt $756,710 6982 Paysphere Circle Chicago, IL 60674 (919) 335-0000 FAX: 443-376-0982 Primesource Building Products Trade Debt $751,849 Primesource Receivables Co. LLC 2517 Paysphere Circle Chicago, IL 60674 TEL: 800-488-2296 FAX: 407-888-9724 Mitek Industries Inc Trade Debt $736,339 4399 Collection Center Dr Chicago,IL 60693 TEL: 800-325-8075 FAX: 314-434-1394 Louisiana Pacific Corp Trade Debt $708,534 P.O. Box 920022 Atlanta, GA 30392 TEL: 208-772-6011 FAX: 208-772-9636 Cox Wood Preserving Co Trade Debt $603,285 P.O. Box 1124 Orangeburg, SC 29116-1124 TEL: 803-534-7467 FAX: 803-534-6328 Juan Reynoso Litigation $600,000 Masterbrand Cabinets Trade Debt $533,168 AIR Warehouse Orders Trade Debt $516,251 New South Companies Trade Debt $505,102 US Lumber Group Inc Trade Debt $488,098 Boise Building Solutions Trade Debt $470,778 Andersen Logistics Trade Debt $470,197 Norcraft Co LLC Trade Debt $466,575 Forest City Trading Group LLC Trade Debt $460,128 Bluelinx Corporation Trade Debt $455,233 Onetree Distribution Trade Debt $454,415 Sargent Mfg. Trade Debt $453,420 Temple Inland Gypsum Products Trade Debt $424,475 Silver Line Bldg Pro Corp Trade Debt $412,968 The petition was signed by James F. Major, Jr., vice president, finance & strategic planning, and treasurer. TEKOIL & GAS: Wants to Borrow $23 Million from AIN Abu Dhabi ------------------------------------------------------------ Tekoil & Gas Corporation asks the U.S. Bankruptcy Court for the Southern District of Texas for authority to secure post-petition financing in the amount of approximately $23 million from AIN Abu Dhabi Real Estate and Industrial Investments. Tekoil will use the proceeds of the New DIP Loan: -- up to $15 million to purchase the Goldman/J. Aron Assets; -- fund approximately $8 million to pay allowed claims under the amended plan, if confirmed; and -- to pay ongoing operating expenses of the Debtors between the closing on the New DIP Loan and the effective date of the confirmed amended plan. Concurrently with the filing of this motion, Tekoil has requested the Bankruptcy Court for authority to purchase the Goldman/J. Aron Assets") for up to $15 million in cash. Terms of Proposed Amended Plan On February 12, 2009, the Debtors filed a Joint Plan of Reorganization with the Bankruptcy Court. The Plan contemplates a pre-confirmation Court-approved auction and sale of all or substantially all of the Debtors' assets, the transfer of the cash proceeds from the sale and all other assets of the Debtors' estates to a creditors' trust, and the payment of allowed claims by the trust in accordance with the priority scheme prescribed by the Bankruptcy Code. The Debtors relate that since filing the Plan, the Debtors have negotiated with the official committee of unsecured creditors the terms of a consensual plan as an alternative to the Plan. If this New DIP Loan is granted and the Court allows the purchase of the Goldman/J. Aron Assets to proceed, the Debtors will file an amended plan that will incorporate the terms negotiated with the Committee. If confirmed, the amended plan will provide, in lieu of the auction and sale contemplated by the Plan, that AIN will receive 75% of the equity in reorganized Tekoil in exchange for the release of all claims and liens against any assets of the Debtors' estates arising from the New DIP Loan and the Aron Notes/Liens. The New DIP Loan will be the primary source of funds for paying all allowed claims under the amended plan. The Debtors and the Committee believe that the amended plan, and the funding thereof from proceeds of the New DIP Loan, will provide a substantially greater recovery to unsecured creditors than they would receive under the Plan. New DIP Loan Terms The principal terms of the New DIP Loan are: Borrower : Tekoil and Gas Corporation Loan Amount : $23,000,000 Term : The period from the closing date on the New DIP Loan to the earliest to occur of: a) the entry of an order confirming the amended plan and the subsequent occurrence of the effective date of the amended plan; b) the entry of a final, non-appealable order denying confirmation of the amended plan; c) the entry of a final, non-appealable order confirming any plan of reorganization of the Debtors other than the amended plan; d) the entry of a final, non-appealable order approving the sale of all or substantially all of the assets of either of the Debtors; e) the dismissal or conversion of either of the Debtors Chapter 11 cases; and f) the date of the occurrence of an Event of Default under the New DIP Loan. Interest Rate : LIBOR + 1000 bps, with a default rate of LIBOR + 1500 bps. Collateral : Security interests in all of the property, assets, or interests in property or assets of Tekoil, now existing or hereafter acquired or created, with superpriority administrative expense status. The loan will also be subject to events of Default and remedies usual and customary for similar facilities, including dismissal of either of the Debtors' Chapter 11 cases or conversion of either of the Debtors' Chapter 11 cases to a Chapter 7 case. About Tekoil & Gas Based in Houston, Tekoil & Gas Corporation and its subsidiaries -- http://www.tekoil.com/-- owns interests in four oil and gas properties, including the Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar fields located in Galveston Bay, Texas. The company was incorporated in Florida in 2004. Edward L. Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the Debtors as counsel. David Ronald Jones, Esq., John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter & Hedges, LLP, represent the Official Committee of Unsecured Creditors of Tekoil & Gas Corp. as counsel. When Tekoil & Gas Corp. filed for protection from its creditors, it listed assets of $10 million to $50 million, and liabilities of $10 million to $50 million. Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an acquisition subsidiary of Tekoil & Gas Corp. Tekoil & Gas Corporation filed for Chapter 11 protection on June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270). Tekoil and Gas Gulf Coast filed a separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No. 08-80405). Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil and Gas Gulf Coast as counsel. On October 1, 2008, the Court ordered the joint administration of the Debtors' bankruptcy cases. THORNBURG MORTGAGE: Taps Epiq Bankruptcy as Notice & Claims Agent ----------------------------------------------------------------- Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Maryland for permission to employ Epiq Bankruptcy Solutions, LLC, as notice, claims, and solicitation agent. Epiq will, among other things: i) perform certain noticing functions; ii) assist the Debtors in analyzing and reconciling proofs of claim filed against the Debtors' estates; and iii) assist the Debtors in balloting in connection with any proposed Chapter 11 plan. Daniel C. McElhinney, a senior vice president, director of operations of Epiq, tells the Court that pre-bankruptcy, Epiq was paid a $152,357 retainer. Mr. McElhinney adds that there are no amounts owed to Epiq as of the petition date. The hourly rates of Epiq personnel are: Title Rate Range Average Rate ---- ---------- ------------ Senior Consultant TBD TBD* Senior Case Manager $225 - $275 $247 Case Manager(Level 2) $185 - $220 $202 IT Programming Consultant $140 - $190 $165 Case Manager(Level 1) $125 - $175 $142 Clerk $40 - $60 $50 * The level of senior consultant activity will vary by engagement. If the services are required, the usual average rate is $295 per hour. Mr. McElhinney assures the Court that Epiq is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Court. About Thornburg Mortgage Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. The Company originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. The Company and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). The Debtors propose to employ David E. Rice, Esq., at Venable LLP as counsel; Houlihan Lokey Howard & Zukin Capital, Inc., as investment banker and financial adviser; Protiviti Inc. as financial advisor; Orrick, Herrington & Sutcliffe LLP as special counsel; and KPMG LLP as accountants and tax consultants. The Debtors' financial condition, consolidated with their affiliates and non-debtor- affiliates, as of January 31, 2009, showed total assets of $24.4 billion and total debts of $24.7 billion. THORNBURG MORTGAGE: Proposes Protiviti as Financial Advisor ----------------------------------------------------------- Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Maryland for permission to employ Protiviti Inc. as financial advisor. Protiviti will: -- provide bankruptcy financial advisory services as needed; -- consult on and support wind-down activity; -- review and revise 13-week cash flow projections and portfolio valuations; -- extend to collateral and adequate protection analysis if required; -- assist with and review items related to the preparation for filing; -- assist with and review items required for the preparation of bankruptcy schedules for each of five debtors; -- assist with and review items required for the preparation of the statement of financial affairs; -- provide accounting department with assistance and guidance re: Chapter 11 protocols and policies; -- assist with creditor communications and negotiations and utility deposits; -- review and assist with management company relationship and agreement; -- interface with creditor groups and prepare any required or agreed upon flash-reporting; -- review staffing and wind-down operational needs; -- assist with and prepare monthly operating reports; -- assist Thornburg Treasury with post-petition cash management; -- assist Thornburg IT in preserving data and accessing data as necessary; -- assist counsel in preparing evidence and rendering testimony as needed; -- assist with Chapter 11 plan formulation and preparation of Disclosure Statement; -- accumulate, reconcile, and adjudicate claims filed; -- assist with disbursement of funds to allowed claim holders; -- provide analytical support and testimony, as required, for recovery actions; -- prepare tax filings, as required; and -- prepare projections with respect to the wind-down activity. Charles Goldstein, managing director of Protiviti, tells the Court that the hourly rates of Protiviti personnel are: Managing Director $530 Director/Associate Director $330 - $440 Senior Manager/Manager $280 - $330 Other Professionals $150 - $280 Administrative $90 Mr. Goldstein adds that pre-bankruptcy, the Debtors paid Protiviti a $250,000 retainer. Mr. Goldstein assures the Court that Protiviti is a disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Thornburg Mortgage Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. The Company originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. The Company and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). The Debtors propose to employ David E. Rice, Esq., at Venable LLP as counsel; Houlihan Lokey Howard & Zukin Capital, Inc., as investment banker and financial adviser; Orrick, Herrington & Sutcliffe LLP as special counsel; KPMG LLP as accountants and tax consultants; and Epiq Systems, Inc., as notice and claims agent. The Debtors' financial condition, consolidated with their affiliates and non-debtor- affiliates, as of January 31, 2009, showed total assets of $24.4 billion and total debts of $24.7 billion. THORNBURG MORTGAGE: Wants Orrick Herrington as Special Counsel -------------------------------------------------------------- Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Maryland for permission to employ Orrick, Herrington & Sutcliffe LLP as special counsel. Orrick will: a. advise the Debtors on corporate governance issues and related board matters; b. advise the Debtors on their disclosure obligations and other Securities and Exchange Commission reporting and compliance issues; c. advise on matters related to Thornburg Mortgage Inc.'s obligations as a publicly traded company; d. advise the Debtors on finance matters related to their reverse repurchase agreements and related security agreements and existing indentures; e. advise the Debtors on the sale of assets; f. advise the Debtors on insurance coverage matters and disputes; and g. other services as may be specifically directed by the Debtors from time to time. Orrick's hourly rates for the principal attorneys and paralegals designated to represent the Debtors are: Karen Dempsey, partner $760 Peter Manbeck, partner $880 Brett Cooper, partner $715 Roger Frankel, partner $945 Edward Joyce, partner $840 Scott Stengel, partner $755 Lisa M. Cirando, of counsel $565 Alyssa Englund, associate $620 Julie Hwang, associate $505 Sirena Roberts, associate $400 Debra Fullem, paralegal $255 Ms. Dempsey tells the Court that Orrick received $2,732,305 in connection with its prepetition representation of the Debtors. Ms. Dempsey assures the Court that Orrick is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Ms. Dempsey can be reached at: Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, NY 10103-0001 Tel: (212) 506-5000 Fax: (212) 506-5151 About Thornburg Mortgage, Inc. Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. The Company originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. The Company and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). The Debtors propose to employ David E. Rice, Esq. at Venable LLP as counsel; Houlihan Lokey Howard & Zukin Capital, Inc., as investment banker and financial adviser; Protiviti Inc. as financial advisor; KPMG LLP as accountants and tax consultants; and Epiq Systems, Inc., as notice and claims agent. The Debtors' financial condition, consolidated with their affiliates and non-debtor-affiliates, as of January 31, 2009, showed total assets of $24.4 billion and total debts of $24.7 billion. THORNBURG MORTGAGE: Wants Venable LLP as Bankruptcy Counsel ----------------------------------------------------------- Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Maryland for permission to employ Venable LLP as counsel. Venable will: a. render assistance and advice and represent the Debtors with respect to the administration of these cases and oversight of the Debtors' affairs, including all issues arising from or impacting the Debtors or these Chapter 11 cases; b. take all necessary action to protect and preserve the Debtors' estates during the administration of the Chapter 11 cases, including prosecuting actions by the Debtors, defending actions commenced against the Debtors, negotiating and objecting, where necessary, to claims filed against the estates; c. assist the Debtors in maximizing the value of their assets for the benefit of all creditors, including, without limitation, in connection with assumption or rejection of executory contracts and unexpired leases; d. prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports and other legal papers; e. appear in Court and representing the interests of the Debtors; f. prepare and pursue confirmation of a Chapter 11 Plan and approval of an associated disclosure statement; and g. perform all other legal services for the Debtors which are appropriate, necessary and proper in these Chapter 11 proceedings. The hourly rates of Venable personnel are: Partners $400 to $680 Associates $275 to $360 Paralegals $190 Venable professionals with primary responsibilities in the Chapter 11 cases are: Gregory A. Cross $530 Richard L. Wasserman $680 David E. Rice $525 Andrew J. Currie $530 Frederick W. H. Carter $400 Abby W. Clifton $290 Kendall A. Camuti $275 Dorothy M. Dierdorff $190 Mr. Cross tells the Court that Venable invoiced $955,292 for prepetition services rendered and expenses incurred since March 1, 2008. In addition, the Debtors paid Venable an advance retainer of $1,124,000 to be applied against postpetition fees and expenses in these cases. Venable has not received any other payment from the Debtors or any other source in connection with these cases. Mr. Cross assures the Court that Venable is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Cross can be reached at: Venable LLP 750 East Pratt Street, Suite 900 Baltimore, MD 21202 Tel: (410) 244-7400 Fax: (410) 244-7742 About Thornburg Mortgage, Inc. Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. The Company originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. The Company and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). The Debtors propose to employ Houlihan Lokey Howard & Zukin Capital, Inc., as investment banker and financial adviser; Protiviti Inc. as financial advisor; Orrick, Herrington & Sutcliffe LLP as special counsel; KPMG LLP as accountants and tax consultants; and Epiq Systems, Inc., as notice and claims agent. The Debtors' financial condition, consolidated with their affiliates and non-debtor-affiliates, as of January 31, 2009, showed total assets of $24.4 billion and total debts of $24.7 billion. TH PROPERTIES: Seeks 30-Day Delay of SALs and SOFAs Deadline ------------------------------------------------------------ Alan J. Heavens at The Philadelphia Inquirer reports that TH Properties, L.P., has asked the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend by 30 days the deadline for the filing of schedules -- lists of assets and liabilities, statements of financial affairs, a schedule of current income, and a list of equity-security holders. According to The Inquirer, the bankruptcy court requires that a debtor produce the documents within 15 days of a company's Chapter 11 bankruptcy filing. Philadelphia-based T.H. Properties, L.P., has 12 working developments in Pennsylvania and New Jersey. Timothy Hendricks and his brother Todd started the firm in 1992. T.H. Properties and its affiliates filed for Chapter 11 bankruptcy protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201). Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads LLP represent the Debtors in their restructuring efforts. T.H. Properties listed $100,000,001 to $500,000,000 in assets and $10,000,001 to $50,000,000 in debts. TROPICANA ENTERTAINMENT: Icahn Lends $150MM for Ch. 11 Exit ----------------------------------------------------------- David Seligman, the attorney for Tropicana Entertainment LLC, said that Icahn Capital LP has agreed to lend the Company some $150 million so it can exit bankruptcy, Steven Church at Bloomberg News reports. According to Bloomberg, the loan has a 15% interest rate. It would increase Icahn's investment in Tropicana Entertainment's bankrupt hotels and casinos. Bloomberg relates that Icahn is among a group of investors will trade their right to collect as much as $2.2 billion owed by Tropicana Entertainment for ownership of most of the Company's properties. Bloomberg quoted Tropicana Entertainment attorney David Seligman as saying, "Although this financing is expensive, it is committed." According to the report, Tropicana Entertainment will continue looking for a cheaper loan as it prepares to emerge from bankruptcy. Both of the new companies that will emerge from Tropicana's bankruptcy will need approval from various state gambling regulators before they can leave court protection, Bloomberg said. The Icahn lenders, court documents say, will need at least three months before Tropicana Entertainment can leave court protection. James O. Johnston, the attorney for the lenders, said that his clients -- who will get Tropicana Entertainment -- should be able to leave by the end of June. If Icahn group succeeds in trading the debt they are owed for the Atlantic City casino as well, it would control all of Tropicana Entertainment's properties, except for the Las Vegas Tropicana, Bloomberg states. Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and its debtor-affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. On April 29, 2009, Adamar of New Jersey, Inc., doing business as Tropicana Casino and Resort, and its affiliate, Manchester Mall, Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711). Judge Judith H. Wizmur presides over the cases. Adamar and Manchester Mall or the New Jersey Debtors are both affiliates of Tropicana Entertainment LLC. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. The New Jersey Debtors own and operate one of the largest, and one of the most established, destination casino resorts in Atlantic City, New Jersey, known as Tropicana Casino and Resort - Atlantic City, which ranks third in gaming positions among Atlantic City's 11 casino properties. The New Jersey Debtors initiated the Chapter 11 cases to effectuate a sale of substantially all their assets in accordance with a mandate issued by the New Jersey Casino Control Commission pursuant to the New Jersey Casino Control Act. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMP ENTERTAINMENT: U.S. Trustee Says Weil May Have Conflict ------------------------------------------------------------- Brian Baxter posted at The AM Law Daily that acting U.S. Trustee Roberta DeAngelis has objected to Trump Entertainment Resorts Inc.'s hiring of Weil, Gotshal & Manges as bankruptcy co-counsel. According to The AM Law, Ms. DeAngelis cited conflict of interest stemming from one of Trump Entertainment's previous Chapter 11 cases. Jeffrey Sponder, the counsel to Ms. DeAngelis, said in court documents that Weil should be precluded from representing Trump Entertainment because the firm counseled an ad hoc committee of note holders when the Company last filed for bankruptcy in November 2004. According to court documents, Trump Entertainment's reorganization plan called for certain secured note holders in the Trump Taj Mahal and Trump Plaza casinos to "receive new second-lien notes and a controlling equity interest in the [d]ebtors." Ms. DeAngelis said that some of those note holders are still Weil clients and could thus present a potential conflict of interest, The AM Law states. Weil said in court documents that it became Trump Entertainment's general corporate counsel in 2005, after the company had emerged from bankruptcy. The AM Law says that Weil started advising Trump Entertainment on its restructuring efforts in October 2008. The court will hear the trustee's objection on May 14, according to The AM Law. Weil, says The AM Law, would argue that the ad hoc committee was disbanded when Trump Entertainment emerged from bankruptcy in 2005 and that although some former creditors may remain clients of the firm, Weil represents them in unrelated matters. According to the report, Weil is also likely to present waivers showing that it has permission from those clients to take on the new Trump Entertainment case. The AM Law relates that talks with Ms. DeAngelis on the matter are ongoing. Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. US SHIPPING: Moody's Withdraws 'Ca' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has withdrawn its ratings of U.S. Shipping Partners, L.P., including the corporate family rating of Ca, the probability of default rating of D, the first lien senior secured rating of Caa3 and the second lien senior secured notes rating of C. The withdrawal follows the company's April 29, 2009 voluntary filing for reorganization under Chapter 11. of the United States Bankruptcy Code. The filing was made pursuant to a pre-arranged restructuring plan which contemplates that holders of the $100 million of second lien notes will receive 50% of the equity of the reorganized entity. The first lien bank debt of $332 million will remain an obligation of the reorganized entity. First lien lenders will receive the other 50% of the equity of the reorganized entity. The previous rating action for USS was on January 6, 2009, when Moody's downgraded the company's ratings; corporate family rating to Ca from Caa3, probability of default to D from Caa3, first lien senior secured to Caa3 from Caa2 and second lien senior secured to C from Ca. Outlook Actions: -- Issuer: U.S. Shipping Partners LP -- Outlook, Changed To Rating Withdrawn From Negative Withdrawals: -- Issuer: U.S. Shipping Partners LP -- Probability of Default Rating, Withdrawn, previously rated D -- Corporate Family Rating, Withdrawn, previously rated Ca -- Senior Secured Bank Credit Facility, Withdrawn, previously rated Caa3,38 - LGD3 -- Senior Secured Regular Bond/Debenture, Withdrawn, previously rated C, 89 - LGD5 U.S. Shipping Partners L.P., based in Edison, New Jersey, is a leading, U.S. Jones Act qualified, provider of marine transportation of petroleum and petroleum based products. VERMEER OF TENNESSEE: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Vermeer of Tennessee Inc. 900 Cpt Joe Fulghum Dr Murfreesboro, TN 37129 Bankruptcy Case No.: 09-05106 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Marian F. Harrison Debtor's Counsel: Samuel K. Crocker, Esq. Crocker & Niarhos 611 Commerce St Ste 2720 Nashville, TN 37203 Tel: (615) 726-3322 Fax: (615) 726-6330 Email: SKCTRUSTEE@aol.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 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/tnmb09-05106.pdf The petition was signed by Wendell DeVries, president of the Company. VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said it kept its ratings, including its 'B' long-term corporate credit rating, on Vancouver- based Versacold International Corp. (formerly Eimskip Holdings Inc.) on CreditWatch with developing implications, where they were placed November 6, 2008. A CreditWatch placement of developing means that S&P could raise, lower, or affirm the ratings. The continued CreditWatch placement reflects the delay in the effort by Hf. Eimskipafelag Islands (not rated), the ultimate parent, to sell its shares in Versacold. Standard & Poor's placed the ratings on CreditWatch to reflect both the financial uncertainty that EI faces and the announcement that EI has started a formal sale process to dispose of at least 51% of its stake in Versacold. S&P understands that EI is a prominent Iceland-based corporation with operations in freight transportation, storage, and logistics. "We are keeping the ratings on CreditWatch as the parent's financial difficulties continue and the Versacold sale process has taken longer than expected," said Standard & Poor's credit analyst Greg Pau. On March 31, 2009, EI announced in its first-quarter results disclosure that the sale process was still ongoing and was expected to conclude before the end of June 2009. "Upon conclusion of the sale, S&P expects more clarity on the identity of the buyer, as well as its preliminary plan on synergy, business directions, and the financing structure of the purchase and will then be in a better position to assess the effect of the transaction on Versacold," Mr. Pau added. Although in S&P's opinion EI remains financially weak and burdened by a high debt level, as of January 15, 2009, the company had reached a standstill agreement with 85% of its bondholders to postpone all due dates of the bonds until June 30, or the sale of Versacold, whichever comes first, and is working with the remaining bondholders toward a similar agreement. S&P views these agreements as an indication that EI's lenders would prefer an orderly sale of Versacold and a restructuring of EI's debts to enhance recovery, rather than an EI bankruptcy. The ratings on Versacold reflect what S&P considers the company's very high debt level relative to its operating cash flow, which S&P believes has resulted in very weak cash flow coverage and leverage measures. The company's existing debt was used to finance its August 2007 acquisition by EI. Under the current financial structure, S&P believes Versacold's credit standing is unlikely to materially improve because its operating cash flow will only allow moderate deleveraging in the medium term. Excluding the one-time fees and charges related to the arrangement of the financing package, S&P estimates adjusted EBITDA interest coverage (adjusted mainly for Versacold's sizable operating leases) to be about 1.6x. EI faces financial uncertainty and heightened default risk caused by the combination of the crisis in Iceland's financial system, sharp economic downturn, and the company's high debt level. The intended Versacold sale is part of the parent's efforts to reduce debt. Standard & Poor's current rating on Versacold reflects the company's stand-alone credit standing with no expectation of any financial support from the parent. However, S&P understands that EI is a guarantor of a substantial number of Versacold's real estate lease contracts, while Versacold's credit facilities are guaranteed by Eimskip Tango ehf (its immediate holding company) and also secured by Versacold's shares. Therefore, S&P views that a default of EI could potentially result in an event of default under the terms of the facilities. In such an event, the lenders could possibly waive their claim to this guarantee, that is, choose not to enforce it, but this could be subject to the agreement of the trustee in bankruptcy at EI. Regardless, S&P believes an overall restructuring consideration comes into play. EI indicated its expectation that the Versacold sale process could be concluded before the end of June 2009, although its success is by no means certain and further delay is possible. Standard & Poor's rating decision at that time will depend on a number of factors. First, there is a change-of-control provision within the credit facilities and a sale could possibly result in Versacold having what S&P sees as a less aggressive capital structure. S&P's rating assessment in this scenario would consider the acquirer's credit standing, as well as Versacold's business operational and financial strategy after the acquisition, and could lead to an upgrade. Second, EI could default and then overall restructuring discussions would begin. S&P believes that the current security and guarantee structure protects Versacold's lenders from consolidation, and it is likely that the sales process would continue. It is also possible that the parties will agree to a sale of EI's ownership interest without affecting Versacold's current capital structure; under this scenario S&P would likely affirm the ratings on the company. Third, EI could default and the lenders could accelerate. Under this scenario, the rating outcome would depend on whether or not all interest payments were maintained. Regardless of the ultimate outcome, under any scenario where EI defaults, S&P would likely lower the corporate credit rating on Versacold to 'CCC' and keep all the ratings on CreditWatch until Standard & Poor's has more certainty about the overall restructuring process. VICTORIA LEIGH SPROUSE: Case Summary & 20 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Victoria Leigh Sprouse aka Victoria L. Sprouse aka Vicki Sprouse 13130 Whisper Creek Drive Charlotte, NC 28277 Bankruptcy Case No.: 09-31054 Chapter 11 Petition Date: April 28, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Rayford K. Adams, III, Esq. Hunter Higgins Miles Elam & Benjamin Post Office Box 20570 Greensboro, NC 27420-0570 Tel: (336) 273-1600 Fax: (336) 274-4650 Email: rkadams@greensborolaw.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. Sprouse's petition, including her list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ncwb09-31054.pdf The petition was signed by Ms. Sprouse. VICTORY PARK BAPTIST: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Victory Park Baptist Church of Plano 702 Business Way Wylie, TX 75098 Bankruptcy Case No.: 09-41391 Chapter 11 Petition Date: May 5, 2009 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Reedy Macque Spigner, Esq. Spigner & Gallerson 555 Republic Drive, Suite 101 Plano, TX 75074 Tel: (972) 881-0581 Fax: (972) 424-1309 Email: spigner@glocktech.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of 20 largest unsecured creditors when it filed its petition. VILLAGES OF GREEN: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Villages of Green Heath, L.P. P.O. Box 12657 Dallas, TX 75225 Bankruptcy Case No.: 09-32844 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Gregory Alan Whittmore, Esq. 5910 N. Central Expwy., Suite 1010 Dallas, TX 75206 Tel: (214) 891-6277 Email: kearsage@msn.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 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txnb09-32844.pdf The petition was signed by John L. Jones. WARD CORP: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------- Marty Schladen at The Journal Gazette reports that Ward Corp. has filed for Chapter 11 bankruptcy protection. According to The Journal Gazette, Ward and its subsidiaries made separate bankruptcy filings, each listing $1 million to $10 million in assets and $1 million to $10 million in liabilities. Ward's major creditor, Cole Taylor Bank of Chicago, is tightening lending terms, The Journal Gazette states, citing Daniel J. Skekloff, an attorney for Ward Corp. According to the report, Ward is negotiating with Cole Taylor about the terms of its debt. Citing Mr. Skekloff, the report says that the Company should emerge quickly from bankruptcy after negotiations are completed. Mr. Skekloff said that Ward won't lay off any of its 111 employees, The Journal Gazette relates. Ward Corp. is a Fort Wayne company that designs and makes aluminum parts. It owns Ward Aluminum Casting and Ward Pattern & Engineering. WESTCARE MASSACHUSETTS: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------------ Jim Kinney at The Republican Newsroom reports that Western Massachusetts Lifecare Corporation, aka Reeds Landing, has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Massachusetts. Reeds Landing hopes to be taken over by The Loomis Communities, says The Republican. According to The Republican, Reeds Landing and Loomis Communities officials said that the Company filed for bankruptcy because its ability to attract new residents has been crippled by poor home sale prices and a bad economy. The Republican relates that Loomis Communities CEO Carol C. Katz said that the company will honor the life-care contracts bought by Reeds Landing residents. Loomis Communities signed a letter of intent with Reeds Landing and hopes to close in August 2009, after the Company has discharged or restructured the $28 million it owes its bondholders, the report states, citing Ms. Katz. Ms. Katz, according to The Republican, said that the Court will decide the sale price and exactly how much debt Loomis Communities will have to assume. Springfield, Massachusetts-based Western Massachusetts Lifecare Corporation, aka Reeds Landing, is a lifecare corporation that provides residential care services. The Company filed for Chapter 11 bankruptcy protection on May 4, 2009 (Bankr. D. Mass. Case No. 09-30737). Sean Monahan, Esq., at Choate Hall & Stewart assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in debts. YOUNG BROADCASTING: Court Sets June 5 General Claims Bar Date ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has established June 5, 2009, at 5:00 p.m. (prevailing Eastern Time) as the bar date for filing of proofs of claim in Young Broadcasting Inc., et al.'s bankruptcy cases. Governmental units have until August 12, 2009, at 5:00 p.m. (prevailing Eastern Time) to file proofs of claim. Proofs of claim must be filed so as to be received on or before the applicable bar date to: i) if by mail: Young Boradcasting, Inc, et al. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O. Box 5112 New York, NY 10150-5112 ii) if by messenger or overnight carrier: Young Broadcasting, Inc. et al. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/-- owns 10 television stations and the national television representation firm, Adam Young Inc. Five stations are affiliated with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV -Green Bay, WI), three are affiliated with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC Television Network (KWQC-TV - Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In addition, KELO- TV-Sioux Falls, SD is also the MyNetwork affiliate in that market through the use of its digital channel capacity. The Company and its affiliates filed for Chapter 11 protection on February 13, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-10645). Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP, represents the Debtors in their restructuring efforts. Andrew N. Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, represents the Official Committtee of Unsecured Creditors as counsel. The Debtors selected UBS Securities LLC as consultant; Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as claims agent; and David Pauker chief restructuring officer. ZION EVANGELICAL: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Zion Evangelical Lutheran Church 356 E. 109th Street Chicago, IL 60628 Bankruptcy Case No.: 09-16215 Chapter 11 Petition Date: May 4, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Robert A. Habib, Esq. Law Office of Robert Habib 77 W. Washington Street Suite 411 Chicago, IL 60602 Tel: (312) 201-1421 Fax: (312) 673-2110 Email: robert_habib@hotmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 6 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb09-16215.pdf The petition was signed by Raymond D. Bolton, chairman of the Company. * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 --------------------------------------------------------------- In Re Theresa Marie Gerstle Bankr. W.D. Ky. Case No. 09-32083 Chapter 11 Petition filed April 27, 2009 See http://bankrupt.com/misc/kywb09-32083.pdf In Re Plaza Pueblo Bonito, LLC Bankr. D. Ariz. Case No. 09-08765 Chapter 11 Petition filed April 28, 2009 See http://bankrupt.com/misc/azb09-08765.pdf In Re Rachel Enterprises, Inc. Bankr. D. Nev. Case No. 09-51279 Chapter 11 Petition filed April 28, 2009 See http://bankrupt.com/misc/nvb09-51279.pdf In Re Western Sealing & Striping Company, Inc. Bankr. D. Nev. Case No. 09-51281 Chapter 11 Petition filed April 28, 2009 See http://bankrupt.com/misc/nvb09-51281.pdf In Re Suniti Shah Bankr. C.D. Calif. Case No. 09-13896 Chapter 11 Petition filed April 29, 2009 Filed as Pro Se In Re California Image Associates aka Cal Image Bankr. E.D. Calif. Case No. 09-28378 Chapter 11 Petition filed April 29, 2009 Filed as Pro Se In Re Beata I. Kurek Christian C. Kurek Bankr. N.D. Calif. Case No. 09-31111 Chapter 11 Petition filed April 29, 2009 Filed as Pro Se In Re Debra L. Lee Tyrone K. Chan Bankr. N.D. Calif. Case No. 09-31096 Chapter 11 Petition filed April 29, 2009 Filed as Pro Se In Re Howard Shane Shafer Bankr. M.D. Fla. Case No. 09-03381 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/flmb09-03381.pdf In Re Artistic Digital Services, Inc. aka Brian Whyers aka Cheryl Whyers Bankr. N.D. Ill. Case No. 09-15409 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/ilnb09-15409.pdf In Re M.T. & Sons Electric, Heating & Cooling Bankr. N.D. Ill. Case No. 09-71725 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/ilnb09-71725.pdf In Re Michael S. Branham Susan Branham Bankr. E.D. Ky. Case No. 09-51339 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/kyeb09-51339.pdf In Re Waterworks Pools & Spas, Inc. dba Waterworks Pools and Spas dba Frederick Pools and Spas Bankr. D. Md. Case No. 09-17577 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/mdb09-17577.pdf In Re Alex Schark aka Alexander Schark Bankr. D. Mass. Case No. 09-13798 Chapter 11 Petition filed April 29, 2009 Filed as Pro Se In Re Jovian, Inc. d/b/a Village Liquor and Deli Market Bankr. E.D. Mich. Case No. 09-53455 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/mieb09-53455.pdf In Re Patrick Dennis Johnson aw BestWay Grocery Linda Kay Johnson Bankr. W.D. Tenn. Case No. 09-24633 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/tnwb09-24633.pdf In Re D'Marc Investments, Inc. Bankr. N.D. Tex. Case No. 09-32580 Chapter 11 Petition filed April 29, 2009 See http://bankrupt.com/misc/txnb09-32580.pdf In Re Devin Enterprises, LLC Bankr. N.D. Ala. Case No. 09-02594 Chapter 11 Petition filed April 30, 2009 Filed as Pro Se In Re Johnson Systems, Inc. Bankr. N.D. Ala. Case No. 09-81758 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/alnb09-81758p.pdf See http://bankrupt.com/misc/alnb09-81758c.pdf In Re Nathan L. Braly, Jr. Bankr. N.D. Ala. Case No. 09-81770 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/alnb09-81770.pdf In Re Avalon Lodge LLC Bankr. C.D. Calif. Case No. 09-13942 Chapter 11 Petition filed April 30, 2009 Filed as Pro Se In Re William R. Barahona Bankr. C.D. Calif. Case No. 09-18909 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/cacb09-18909.pdf In Re John C. Pastor, Sr. Laurie J. Pastor Bankr. D. Conn. Case No. 09-50849 Chapter 11 Petition filed April 30, 2009 Filed as Pro Se In Re Instituto Biblico Pablo VI, Fundacion De Amigos, Inc. dba Instituto Biblico Pablo VI Bankr. M.D. Fla. Case No. 09-06010 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/flmb09-06010.pdf In Re Charles Clifford McGee dba Charles C. McGee, DDS Carrie Marie McGee Bankr. N.D. Ind. Case No. 09-11860 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/innb09-11860.pdf In Re 556 First Street LLC Bankr. D. N.J. Case No. 09-20926 Chapter 11 Petition filed April 30, 2009 Filed as Pro Se In Re Superior Garage Doors, Inc. Bankr. E.D. Mich. Case No. 09-53654 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/mieb09-53654.pdf In Re OfficeMates 5 of Dallas, Inc. aka OM5 Dallas Bankr. N.D. Tex. Case No. 09-32612 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/txnb09-32612.pdf In Re Dyersburg Piano Company dba Vintage Piano Shop Bankr. W.D. Tenn. Case No. 09-24687 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/tnwb09-24687.pdf In Re Charles Choate dba CNCFabrications & Maintenance, Co. Bankr. N.D. Tex. Case No. 09-32590 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/txnb09-32590.pdf In Re Garrett Gerard Hollman Bankr. E.D. Va. Case No. 09-13376 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/vaeb09-13376.pdf In Re James P. Marshall dba Quality Agri-Services, Inc. dba LEM Meats Darlene M. Marshall Bankr. W.D. Wisc. Case No. 09-12856 Chapter 11 Petition filed April 30, 2009 See http://bankrupt.com/misc/wiwb09-12856.pdf In Re Charles Anthony Reeves Bonita G. Reeves aka Bonita Sivley Reeves aka Bonita S. Reeves fka Bonita Gayle Sivley aka Bonita Gayle Reeves fka Bonita G. Sivley Bankr. N.D. Ala. Case No. 09-81803 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/alnb09-81803.pdf In Re Joan Kathleen Green aka Cripple Creek Mountain Ranch LLC Bankr. C.D. Calif. Case No. 09-11614 Chapter 11 Petition filed May 1, 2009 Filed as Pro Se In Re Steven B. Cummins dba Dilana Carpets, Inc. Bankr. N.D. Calif. Case No. 09-43708 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/canb09-43708.pdf In Re Vap Onyx International, Inc. Bankr. N.D. Calif. Case No. 09-43704 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/canb09-43704.pdf In Re Grace L. Garza aka Gigi Garza Bankr. S.D. Calif. Case No. 09-06114 Chapter 11 Petition filed May 1, 2009 Filed as Pro Se In Re Robert C. Miller Bankr. M.D. Fla. Case No. 09-09050 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/flmb09-09050.pdf In Re DH2, Inc. dba The Draft House Bankr. S.D. Fla. Case No. 09-18455 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/flsb09-18455.pdf In Re Phil-Coop, Inc. dba Danny's Septic Service Bankr. S.D. Fla. Case No. 09-18468 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/flsb09-18468.pdf In Re Progressive Child Care and Learning Center, LLC Bankr. S.D. Ga. Case No. 09-60384 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/gasb09-60384.pdf In Re T.D. Bistro, Inc. Bankr. D. Md. Case No. 09-17879 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/mdb09-17879c.pdf In Re Louis R. Terlizzi Bankr. D. Mass. Case No. 09-41704 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/mab09-41704.pdf In Re GLD Inc. Bankr. E.D. Mich. Case No. 09-53881 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/mieb09-53881p.pdf See http://bankrupt.com/misc/mieb09-53881c.pdf In Re Holway Rent-A-Tux, Inc. Bankr. D. Neb. Case No. 09-41239 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/neb09-41239p.pdf See http://bankrupt.com/misc/neb09-41239c.pdf In Re Adam Persky Silva Battaglin Bankr. D. Nev. Case No. 09-17000 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/nvb09-17000.pdf In Re Gregory K. Cahoon Bankr. D. Nev. Case No. 09-17004 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/nvb09-17004.pdf In Re Jesus Martinez Bankr. D. Nev. Case No. 09-17008 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/nvb09-17008.pdf In Re Marco Ciro Flores Bankr. D. Nev. Case No. 09-17010 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/nvb09-17010.pdf In Re MIV Leaseholds, Inc. fka Air Castle International, Inc. Bankr. D. N.J. Case No. 09-21212 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/njb09-21212p.pdf See http://bankrupt.com/misc/njb09-21212c.pdf In Re Solarsmart, Inc. Bankr. S.D. N.Y. Case No. 09-12823 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/nysb09-12823.pdf In Re Colin Saunders Tracy L. Saunders Bankr. S.D. Ohio Case No. 09-54951 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/ohsb09-54951.pdf In Re Andrew D. Jubelt Bankr. E.D. Pa. Case No. 09-13291 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/paeb09-13291.pdf In Re Advanced Communications Agency, Inc. Bankr. M.D. Pa. Case No. 09-03432 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/pamb09-03432p.pdf See http://bankrupt.com/misc/pamb09-03432c.pdf In Re Pheonix, LLC Bankr. N.D. Pa. Case No. 09-53344 Chapter 11 Petition filed May 1, 2009 Filed as Pro se In Re G. Valenzuela & Sons, Inc. Bankr. D. P.R. Case No. 09-03578 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/prb09-03578.pdf In Re Coastal Properties of Hilton Head, LLC Bankr. D. S.C. Case No. 09-03372 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/scb09-03372.pdf In Re Dobbs Enterprises, LLC dba Tippy's Bar & Grill Bankr. E.D. Wisc. Case No. 09-26193 Chapter 11 Petition filed May 1, 2009 See http://bankrupt.com/misc/wieb09-26193.pdf In Re 3 Yorkies Corporation aka Shut Up & Eat Bankr. D. N.J. Case No. 09-21330 Chapter 11 Petition filed May 3, 2009 See http://bankrupt.com/misc/njb09-21330.pdf In Re Siermar Enterprises, Inc. Bankr. D. Ariz. Case No. 09-09312 Chapter 11 Petition filed May 4, 2009 Filed as Pro Se In Re Thomas F. White Insurance Inc. Bankr. D. Ariz. Case No. 09-09303 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/azb09-09303.pdf In Re Mullins Laundry & Linen Service LLC aka Sierra Linen Bankr. C.D. Calif. Case No. 09-20613 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/canb09-20613.pdf In Re Boston Development, Inc. Bankr. N.D. Ga. Case No. 09-71641 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/ganb09-71641.pdf In Re HBCU Properties, LLC. Bankr. N.D. Ga. Case No. 09-71640 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/ganb09-71640p.pdf See http://bankrupt.com/misc/ganb09-71640c.pdf In Re Legere Villages, Inc. Bankr. N.D. Ga. Case No. 09-71659 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/ganb09-71659.pdf In Re Little Learners Academy, LLC Bankr. N.D. Ga. Case No. 09-71527 Chapter 11 Petition filed May 4, 2009 Filed as Pro Se In Re Little Learners Academy of Lake City ,LLC Bankr. N.D. Ga. Case No. 09-71532 Chapter 11 Petition filed May 4, 2009 Filed as Pro Se In Re Little Learners Academy of Mableton, LLC Bankr. N.D. Ga. Case No. 09-71536 Chapter 11 Petition filed May 4, 2009 Filed as Pro Se In Re Open Door Outreach Center, Inc. Bankr. N.D. Ga. Case No. 09-71514 Chapter 11 Petition filed May 4 27, 2009 See http://bankrupt.com/misc/ganb09-71514.pdf In Re Surinder B. Aggarwal Bankr. N.D. Ga. Case No. 09-71508 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/ganb09-71508.pdf In Re TOSA, Inc. Bankr. N.D. Ga. Case No. 09-71635 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/ganb09-71635.pdf In Re Trinity Metropolitan Baptist Church, Inc. Bankr. M.D. Ga. Case No. 09-10822 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/gamb09-10822.pdf In Re Varitalk, Inc. Bankr. N.D. Ill. Case No. 09-16148 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/ilnb09-16148p.pdf See http://bankrupt.com/misc/ilnb09-16148c.pdf In Re Albert Ujueta Bankr. S.D. N.Y. Case No. 09-22726 Chapter 11 Petition filed May 4, 2009 Filed as Pro Se In Re Club Boogie 2, Inc. Bankr. E.D. Pa. Case No. 09-13336 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/paeb09-13336.pdf In Re Billings Construction Inc. dba Billings Construction Inc. Bankr. D. S.C. Case No. 09-03411 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/scb09-03411.pdf In Re Mamone Capria, LLC Bankr. D. S.C. Case No. 09-03432 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/scb09-03432.pdf In Re William Kirkpatrick Reid fdba William K. Reid, M.D. Bankr. M.D. Tenn. Case No. 09-05044 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/tnmb09-05044.pdf In Re Four Bucks, LLC Bankr. N.D. Tex. Case No. 09-42629 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/txnb09-42629.pdf In Re Jeffrey Burkhart dba Lauren Eyewear dba Floateyes Acquisitio Theresa Burkhart Bankr. N.D. Tex. Case No. 09-32820 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/txnb09-32820.pdf In Re Lauren Eyewear, Inc. Bankr. N.D. Tex. Case No. 09-32807 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/txnb09-32807p.pdf See http://bankrupt.com/misc/txnb09-32807c.pdf In Re Mahmood Veerani Bankr. N.D. Tex. Case No. 09-32780 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/txnb09-32780.pdf In Re Howard Kerry Garner dba GARCO Asphalt, LLC dba Garner Contracting Kathleen Marie Garner Bankr. S.D. Tex. Case No. 09-20269 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/txsb09-20269.pdf In Re The New Millennium Traders, LLC Bankr. S.D. Tex. Case No. 09-33124 Chapter 11 Petition filed May 4, 2009 Filed as Pro Se In Re Keith M. Richter Jacqueline W. Richter Bankr. W.D. Tex. Case No. 09-51620 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/txwb09-51620.pdf In Re Grigg Brothers Tree Service Incorporated Bankr. E.D. Va. Case No. 09-71822 Chapter 11 Petition filed May 4, 2009 See http://bankrupt.com/misc/vaeb09-71822.pdf In Re Dewey Ranch Hockey, LLC Bankr. D. Ariz. Case No. 09-09488 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/azb09-09488.pdf In Re Impact Plumbing & Mechanical, Inc. Bankr. D. Ariz. Case No. 09-09505 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/azb09-09505.pdf In Re Steven B. Drotman Bankr. D. Ariz. Case No. 09-09452 Chapter 11 Petition filed May 5, 2009 Filed as Pro Se In Re Zorik Pirijanian aka Rick Telemi Lernik Moradian Bankr. C.D. Calif. Case No. 09-20689 Chapter 11 Petition filed May 5, 2009 Filed as Pro Se In Re Terrance Sanger ods The Reata Petroleum Corp. Kathy J. Sanger Bankr. D. Colo. Case No. 09-18405 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/cob09-18405p.pdf See http://bankrupt.com/misc/cob09-18405c.pdf In Re Columbia Hills Mgmt, Co. Inc. Bankr. N.D. Ga. Case No. 09-71808 Chapter 11 Petition filed May 5, 2009 Filed as Pro Se In Re Hethur RiShea McNeal Charlotte aka RiShea Hethur McNeal Charlotte Bankr. N.D. Ga. Case No. 09-71809 Chapter 11 Petition filed May 5, 2009 Filed as Pro Se In Re Cima Plastics II Corporation Bankr. N.D. Ill. Case No. 09-16319 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/ilnb09-16319.pdf In Re Express Convenience Stores, Inc. Bankr. N.D. Ill. Case No. 09-71862 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/ilnb09-71862.pdf In Re Stanley Steemer of Detroit, Inc. Bankr. E.D. Mich. Case No. 09-54237 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/mieb09-54237p.pdf See http://bankrupt.com/misc/mieb09-54237c.pdf In Re Charles K. McLaughlin fdba Mclaughlin Real Estate, LLC Charletta L. McLaughlin Bankr. D. N.H. Case No. 09-11671 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/nhb09-11671.pdf In Re Shamrock Builders, LLC Bankr. D. N.H. Case No. 09-11672 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/nhb09-11672.pdf In Re The Charles McLaughlin Family, LLC Bankr. D. N.H. Case No. 09-11673 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/nhb09-11673.pdf In Re Rodolfo Quintero Bankr. D. N.M. Case No. 09-11947 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/nmb09-11947p.pdf See http://bankrupt.com/misc/nmb09-11947c.pdf In Re Rose Marie Cooper Bankr. W.D. N.C. Case No. 09-10517 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/ncwb09-10517p.pdf See http://bankrupt.com/misc/ncwb09-10517c.pdf In Re Joseph Karamikian Bankr. S.D. N.Y. Case No. 09-12879 Chapter 11 Petition filed May 5, 2009 Filed as Pro Se In Re Jantje Bosma Van Gosliga dba Vango Dairy Bankr. E.D. Tex. Case No. 09-41405 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/txeb09-41405.pdf In Re Klaas Van Gosliga dba Vango Dairy Bankr. E.D. Tex. Case No. 09-41398 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/txeb09-41398.pdf In Re Properties R Us, Inc. Bankr. E.D. Tex. Case No. 09-50103 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/txeb09-50103.pdf In Re Bayou Bend Court Apartments LLC Bankr. S.D. Tex. Case No. 09-33192 Chapter 11 Petition filed May 5, 2009 Filed as Pro Se In Re Terry J. Charlton Bankr. S.D. Tex. Case No. 09-33221 Chapter 11 Petition filed May 5, 2009 Filed as Pro Se In Re Banson S. Fan and Sabrina N. Fan Revocable Living Trust Bankr. W.D. Tex. Case No. 09-60552 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/txwb09-60552.pdf In Re Banson S. Fan Sabrina N. Fan Bankr. W.D. Tex. Case No. 09-60554 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/txwb09-60554.pdf In Re Future Co., Realtors, Inc. Bankr. W.D. Tex. Case No. 09-30961 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/txwb09-30961.pdf In Re DiscoverNet, Inc. dba DiscoverNet of Wisconsin, LLC Bankr. W.D. Wisc. Case No. 09-12994 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/wiwb09-12994.pdf In Re Randy Paul dba Randy Paul Apartments Bankr. W.D. Wisc. Case No. 09-12984 Chapter 11 Petition filed May 5, 2009 See http://bankrupt.com/misc/wiwb09-12984.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 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 ***