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/raid1/www/Hosts/bankrupt/TCR_Public/090608.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 8, 2009, Vol. 13, No. 157 Headlines ADARE HOMES: Gets Initial OK for Kutner Miller as Bankr. Counsel ALLIANT HOLDINGS: S&P Assigns 'B' Senior Secured Debt Rating AMERICAN CAPITAL: In Talks With Unsec. Lenders to Resolve Default ANTHRACITE CAPITAL: Restructures Unsecured Debt ASAT HOLDINGS: Noteholders & Lenders Extend Forbearance to July 1 BANK OF AMERICA: SEC Accuses Former Countrywide Officials of Fraud BANK OF AMERICA: Elects Four New Directors BANK OF LINCOLNWOOD: Republic Bank Assumes Deposits After Closure BLACK GAMING: Increases COO's Annual Base Salary to $450,000 BLAIR FARMS: Can Hire David C. McLaughlin as Bankruptcy Counsel BROADWAY 3012: Case Summary & 18 Largest Unsecured Creditors BRUNO'S SUPERMARKETS: Plan Filing Period Extended to June 19 CENTERSTONE DIAMONDS: Case Summary & 20 Largest Unsec. Creditors CHAD A. BURGUENO: Voluntary Chapter 11 Case Summary CHAPMAN LUMBER: Keith Chapman Charged With Bankruptcy Fraud CHARTER COMMUNICATIONS: Moody's Assigns 'Ba3' Corp. Family Rating CHESAPEAKE ENERGY: Glass Lewis Tells Shareholders to Hold Votes CHRYSLER LLC: Second Circuit Puts on Hold June 5 Fiat Sale Closing CHRYSLER LLC: Gets Final Order for Adequate Assurance of Utilities CHRYSLER LLC: Bussain Seeks to Disqualify Capstone as Advisor CHRYSLER LLC: Closing Arguments on Dealer Rejections Set June 9 CITIGROUP INC: Hires James Von Moltke to Help Sell Business Units CITIGROUP INC: Names Peter Charrington as Citi Private Bank's CEO CK TRANSPORTATION: Case Summary & 6 Largest Unsecured Creditors CLEAR CHANNEL: Has Two Options to Restructure $2.5BB Debt CLEAR CHANNEL: $2.5BB Loan Refinancing May Avert Liquidity Woes CLIFFS MORTGAGE: Voluntary Chapter 11 Case Summary CLOVERLEAF ENTERPRISES: Files for Chapter 11 Bankruptcy Protection COEUR D'ALENE: Swaps Convertible Senior Notes for Shares CONSOLIDATED BEDDING: Files for Chapter 7 Bankruptcy Protection CONSTAR INTERNATIONAL: Discloses Post-Emergence Transactions CSC HOLDINGS: Extends Maturity Date of Term Loan to 2016 DAVECO FARMS: Case Summary & 20 Largest Unsecured Creditors DAYTON SUPERIOR: Court OKs Amendment to $165MM DIP Credit Facility DBSD NORTH: Can Hire Garden City as Notice and Claims Agent DBSD NORTH: U.S. Trustee Appoints Three-Member Creditors Committee DBSI INC: Lack of Adequate Assurance Blocks Sublease Assignment DELTA PETROLEUM: Pays Roger Parker $4MM Cash & 1MM Shares of Stock ECOVENTURE WIGGINS: Condo Agreements Can't Be Splintered EDGE PETROLEUM: Defers $25 Million Payment for Advances to June 30 EINSTEIN NOAH: Noteholders Refrain From Redemption of Pref. Stock ELIEZER ALCARAZ: Case Summary & 20 Largest Unsecured Creditors ENOS LANE: Court Approves Walter & Wilhelm as Bankruptcy Counsel ENVIRONMENTAL TECTONICS: Begins Trading on Pink Sheets EVERGREEN INTERNATIONAL: S&P Puts 'B-' Rating on Negative Watch EXTERRAN HOLDINGS: S&P Assigns 'BB' Rating on $250 Mil. Notes FLEETWOOD ENTERPRISES: Files AIP Asset Purchase Agreement With SEC FLORIDA TRUCKING: Voluntary Chapter 11 Case Summary FLYING J: Wants Plan Filing Period Extended Until October 28 FORD MOTOR: Will Provide $125 Million of DIP Financing to Visteon FREMONT GENERAL: Files Chapter 11 Plan and Disclosure Statement FRIENDS HEATING: Case Summary & 20 Largest Unsecured Creditors GAMBLIN ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors GENERAL MOTORS: Has Paid $24MM to Financial Adviser Evercore GENERAL MOTORS: Seeks to Pay Prepetition Supplier Claims GENERAL MOTORS: Seeks to Pay $120MM Foreign Vendor Claims GENERAL MOTORS: Court Allows Payment of Customer Obligations GENERAL MOTORS: Has Until July 30 to File Schedules & Statements GENESCO INC: Q1 Results Won't Affect Moody's 'B1' Corp. Rating GENMAR HOLDINGS: Wells Fargo & Fifth Third Pledge DIP Financing GEORGIA GULF: Extends Senior Notes Exchange Offers Until June 15 GIL MEJIA: Case Summary & 20 Largest Unsecured Creditors GTC BIOTHERAPEUTICS: Shareholders OK Amendment to 2002 Equity Plan HARBOR DREAM LLC: Case Summary & 13 Largest Unsecured Creditors HARRIS INTERACTIVE: Names Robert J. Cox as Chief Financial Officer HARTFORD FINANCIAL: Ramani Ayer Will Retire as Chairperson & CEO HAWAIIAN TELCOM: Files Reorganization Plan & Disclosure Statement HOLLYWOOD THEATERS: Moody's Assigns 'B3' Rating on Senior Notes HOVNANIAN ENT: Reports $118.62MM Net Loss in Qtr. Ended April 30 HUNTGAIN LLC: Case Summary & 20 Largest Unsecured Creditors JAMES FALL: Losses Constitute Cause to Convert to Chapter 7 JEFFERSON COUNTY: Asks SEC for Help Escaping Bond Deals JETBLUE AIRWAYS: Fitch Affirms Issuer Default Rating at 'B-' LEHMAN BROTHERS: Court Approves Pension Settlement With PBGC LEXINGTON PRECISION: Posts $3.4MM Net Loss in Qtr. Ended March 31 LEHMAN BROTHERS: Section 341(a) Meeting Adjourned to July 8 MARINER ENERGY: S&P Changes Outlook on 'B+' Rating to Stable MASTEC INC: S&P Assigns 'B+' Rating on $100 Mil. Senior Notes MATEH EPRAIM: Alter Ego Claims Require a Jury Trial MERUELO MADDUX: Stephen Taylor Believes Firm Is Undervalued MICHIGAN HIGHER: Moody's Cuts Ratings on Senior Bonds to 'Ba3' MILACRON INC: June 15 Bar Date Set for Filing of Proofs of Claim MOMENTIVE PERFORMANCE: Moody's Puts 'B3' Rating on $200 Mil. Notes NEW VINE: Will Get Investment From Inertia Beverage NICHOLAS RAYMOND: Case Summary & 9 Largest Unsecured Creditors NIELSEN COMPANY: Fitch Reports Liquidity, Risks & Bond Summaries NUKOTE INT'L: Files for Chapter 11 Bankruptcy Protection PACKAGING DYNAMICS: S&P Downgrades Corporate Credit Rating to 'B-' PENN VIRGINIA: Moody's Assigns 'B1' Corporate Family Rating PENN VIRGINIA: S&P Assigns 'BB-' Long-Term Corporate Credit Rating QUANTUM CORPORATION: Moody's Changes Default Rating to 'Ca/LD' R. CHRISTOPHER WELBORNE: Case Summary & 4 Largest Unsec. Creditors RADIATION THERAPY: Moody's Gives Neg. Outlook & Holds 'B2' Rating REAL MEX: Pays President $500,000 as Initial Annual Base Salary REVE SPC: S&P Withdraws 'CCC-' Rating on 2007-42 Senior Notes REXNORD LLC: Posts $7.8 Million Net Loss in Quarter Ended March 31 RONNIE EARL WRENN: Case Summary & 20 Largest Unsecured Creditors RZ REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors SAN MARINO NAPLES: Case Summary & 8 Largest Unsecured Creditors SCOTTISH RE: S&P Withdraws 'CC' Counterparty Credit Rating SIMTROL INC: Completes Sale of $562,250 of Participation Interests SMITH MINING: Court Says Fuel Supplier Payments Were Preferences SPANSION INC: Court Denies Patent Settlement Deal With Samsung SYNAGRO TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'CCC+' TARRAGON CORP: Regions Borrowers Have Until Aug. 10 to File Plan THURSTON HIGHLAND: Case Summary & 20 Largest Unsecured Creditors TRAVELPORT HOLDINGS: Moody's Withdraws Ratings on $1.1 Bil. Loan TROPICANA ENTERTAINMENT: NJ Debtors Get Final OK to Use Collateral TROPICANA ENTERTAINMENT: July 17 Set as NJ Debtors' Bar Date TXCO RESOURCES: U.S. Trustee Forms 11-Member Creditors' Committee UAL CORP: To Hold Annual Stockholders Meeting on June 11 UAL CORP: UMB Bank Lawsuit Status Hearing Continued to June 24 UAL CORP: Court Approves Settlement With HSBC Bank UNI-MARTS, LLC: To Sell 210 Convenience Stores & Dealer Locations US ONCOLOGY: Moody's Assigns 'Ba3' Rating on $465 Mil. Notes US ONCOLOGY: S&P Assigns 'B' Rating on $465 Mil. Senior Notes URIBE INC: Case Summary & 9 Largest Unsecured Creditors VISTEON CORP: Ford Motor to Provide $125 Million of DIP Financing VISTEON CORP: Pardus Disposes of 30 Million Shares of Common Stock WCI COMMUNITIES: Wants to Sell 226 Undeveloped Lots for $35.6MM WHITE ENERGY: Creditors Panel Objects to Use of Cash Collateral WHITNEY LAKE: R. Geoffrey Levy Appointed Chapter 11 Trustee YRC WORLDWIDE: Names Six Senior Leaders to New Org. Structure * Melissa Glynn Joins Alvarez & Marsal as Managing Director * BOND PRICING -- For the Week From June 1 to 5, 2009 ********* ADARE HOMES: Gets Initial OK for Kutner Miller as Bankr. Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized, on an interim basis, Adare Homes Potomac Farms 2, LLC, to employ Kutner Miller Brinen, P.C., as its counsel. Kutner Miller is expected to, among other things: -- provide the Debtor with legal advice with respect to its powers and duties; -- aid the Debtor in the development of a Plan of Reorganization under Chapter 11; and -- file necessary petitions, pleadings, reports and actions which may be required in the continued administration of the Debtor's property under Chapter 11. Lee M. Kutner, Esq., a shareholder of Kutner Miller, told the Court that the firm received a $19,862 prepetition retainer. The retainer funds were obtained through loan provided for the purpose of Chapter 11 filing. The Debtor also paid prepetition fees and costs of $1,176 including the Chapter 11 filing fee of $1,039. The hourly rates of Kutner Miller personnel are: Lee M. Kutner $390 Jeffrey S, Brinen $320 David M. Miller $290 Aaron A. Garber $270 Jenny M.F. Fujii $250 Benjamin H. Shloss $150 Heather E. Schell $200 To the best of the Debtor's knowledge, Kutner Miller is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kutner Miller Brinen, P.C. 303 East 17th Avenue, Suite 500 Denver, CO 80203-1258 Tel: (303) 832-2400 About Adare Homes Potomac Farms Greenwood Village, Colorado-based Adare Homes Potomac Farms 2, LLC, filed for Chapter 11 on May 11, 2009 (Bankr. D. Colo. Case No. 09-18864). Benjamin H. Shloss, Esq., at Kutner Miller Brinen, P.C., represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10,000,001 to $50,000,000. ALLIANT HOLDINGS: S&P Assigns 'B' Senior Secured Debt Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'B' senior secured debt rating to Alliant Holdings I Inc.'s pending $60 million senior secured term loan due in 2014. At the same time, Standard & Poor's assigned this issue a recovery rating of '2', which signifies substantial (70%-90%) recovery in the event of a default. S&P anticipates the term loan's pricing to be LIBOR plus 625 basis points, with a 350-bp LIBOR floor. S&P expects that the new term loan will stand pari passu with the company's existing senior secured credit facility and will be subject to financial covenant maintenance performance. The company has said it will use the bank loan proceeds to pay down its $40 million revolver outstanding. It will likely use the remaining $20 million for general corporate purposes. "We believe Alliant's financial flexibility is constrained because of its leveraged balance sheet," noted Standard & Poor's credit analyst Tracy Dolin. The ratings, however, are also based on the company's experienced management team, competitive position as a leading regional insurance broker, diversified revenue base, and peer-leading organic revenue growth rates. If the company's interest-coverage and lending multiple metrics fall short of S&P's expectations, S&P could take a negative rating action. This will become more likely if the company's margins compress or if it does not meet projected growth targets, resulting in unsatisfactory coverage and leverage metrics. S&P believes Alliant will be challenged to sustain the same level of organic revenue growth during a soft property/casualty market in 2009. If the company improves its financial profile materially, S&P could consider revising the outlook to positive. AMERICAN CAPITAL: In Talks With Unsec. Lenders to Resolve Default ----------------------------------------------------------------- Shasha Dai at The Wall Street Journal reports that American Capital Ltd. is negotiating with its unsecured lenders to resolve its debt default. WSJ relates that American Capital remains in default on $2.3 billion of unsecured debt. American Capital CEO Malon Wilkus said that the unsecured lenders are demanding their loan be secured, which the Company isn't ready to make, WSJ states. According to WSJ, American Capital said that it is confident that a resolution will be reached. WSJ quoted Mr. Wilkus as saying, "There are very good odds of reaching a satisfactory resolution, a universal and global agreement with all three creditors." American Capital Ltd. is a publicly traded mezzanine and buyout shop based in Maryland. As reported in the Troubled Company Reporter on March 6, 2009, Moody's Investors Service downgraded American Capital Ltd.'s senior unsecured rating to B2, or five notches into junk, from the previous rating of Baa3. The outlook is negative. Standard & Poor's Ratings made a three notch downgrade, cutting the Company's long-term counterparty credit rating to 'BB-' from 'BBB-'. S&P's ratings is still two notches higher to Moody's. According to the TCR on March 5, 2009, Standard & Poor's Ratings Services said that it lowered its ratings on Bethesda, Maryland- based American Capital Ltd., including lowering the long-term counterparty credit rating to 'BB-' from 'BBB-'. At the same time S&P removed the ratings from CreditWatch Negative where they had been placed November 10, 2008. The outlook is negative. ANTHRACITE CAPITAL: Restructures Unsecured Debt ----------------------------------------------- Anthracite Capital, Inc., said it has restructured a significant portion of its trust preferred securities and junior subordinated notes. Pursuant to an exchange agreement with certain holders of $135 million in trust preferred securities and the Company's EUR50 million junior subordinated notes, the Company issued $168.75 million and EUR62.5 million principal amount of new junior subordinated notes in exchange for those securities. The exchanges closed on May 29, 2009. The new notes bear a fixed interest rate of 0.75% per year until the earlier of May 29, 2013 and the date on which the Company's senior secured credit facilities with Bank of America, Deutsche Bank and Morgan Stanley have all been paid in full. The interest rate during the Modification Period is significantly lower than the interest rates on the securities for which the new notes were exchanged. The interest rates on those securities were, as of the date of the exchanges, 7.50%, 7.73% and 7.77% per year on the trust preferred securities and EURIBOR plus 2.60% per year on the junior subordinated notes. After the Modification Period, the new notes bear interest at the same rates as the securities for which they were exchanged. The new notes are contractually senior to the Company's remaining junior subordinated notes. The new notes otherwise generally have the same terms, including maturity dates and capital structure priority, as the securities for which they were exchanged. The coupons that were due on April 30, 2009, on certain of the securities being exchanged were satisfied by payments at the new lower rate of 0.75% per year on the increased principal amounts. Anthracite also paid $2.0 million to cover third-party fees and costs incurred in connection with the exchanges. The Company estimates that these exchanges will result in cash savings of over $10 million and EUR2.5 million per year during the period that the lower coupons are in effect. The Company intends to use cash from these savings for general corporate purposes and to reduce indebtedness under its senior secured credit facilities. Convertible Senior Notes Exchange On May 27, 2009, in a privately negotiated exchange transaction with a holder of Anthracite's 11.75% Convertible Senior Notes due 2027, the Company issued 850,000 shares of common stock in exchange for $4 million principal amount of the notes. Interest Payments Anthracite also announced that on May 29, 2009, it made certain interest payments due April 30, 2009, under certain of its unsecured debt that had previously been withheld, which debt was not part of the above described exchanges. Anthracite Capital, Inc., is a specialty finance company focused on investments in high yield commercial real estate loans and related securities. Anthracite is externally managed by BlackRock Financial Management, Inc., which is a subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States with roughly $1.307 trillion in global assets under management at December 31, 2008. BlackRock Realty Advisors, Inc., another subsidiary of BlackRock, provides real estate equity and other real estate-related products and services in a variety of strategies to meet the needs of institutional investors. Going Concern Doubt The Company's independent registered public accounting firm has issued an opinion on the Company's consolidated financial statements that states the consolidated financial statements have been prepared assuming the Company will continue as a going concern and further states that the Company's liquidity position, current market conditions and the uncertainty relating to the outcome of the Company's ongoing negotiations with its lenders have raised substantial doubt about the Company's ability to continue as a going concern. The Company obtained agreements from its secured credit facility lenders on March 17, 2009, that the going concern reference in the independent registered public accounting firm's opinion to the consolidated financial statements is waived. ASAT HOLDINGS: Noteholders & Lenders Extend Forbearance to July 1 ----------------------------------------------------------------- ASAT Holdings Limited received an Extension of Forbearance Period under the Forbearance Agreement with its Noteholders and lenders under the Purchase Money Loan Facility dated as of March 2, 2009. The extended duration of the forbearance agreement is for an additional period of 30 consecutive days, commencing on June 1, 2009, and expiring on July 1, 2009. The same terms and conditions of the original Forbearance Period will stay in effect for the Additional Forbearance Period. Under terms of the forbearance agreements, the lenders agree to forbear from exercising their rights and remedies against the Company with respect to certain designated defaults until after July 1, 2009, subject to certain early termination events. A full-text copy of the forbearance agreement is available for free at http://ResearchArchives.com/t/s?3d9e The Company requested the additional time as it continues discussions with its Noteholders and the lenders under the Purchase Money Loan Facility to finalize an appropriate capital structure to support ASAT's long-term business objectives. Skadden, Arps, Slate, Meagher & Flom LLP is advising ASAT. The Noteholders are being advised by O'Melveny & Myers LLP. About ASAT Holdings Limited ASAT Holdings Limited (ASTTY) -- http://www.asat.com/-- is a global provider of semiconductor package design, assembly and test services. With 20 years of experience, the Company offers a definitive selection of semiconductor packages and world-class manufacturing lines. The Company has operations in the United States, Asia and Europe. Affiliate ASAT Inc. is based in Milpitas, California. BANK OF AMERICA: SEC Accuses Former Countrywide Officials of Fraud ------------------------------------------------------------------ Kara Scannell and John R. Emshwiller at The Wall Street Journal report that the U.S. Securities and Exchange Commission has accused former Countrywide Financial Corp. CEO Angelo Mozilo and two former lieutenants of fraud. According to WSJ, the SEC unveiled e-mails in which Mr. Mozilo warned of Countrywide's "toxic" subprime mortgages. WSJ quoted Robert Khuzami, director of the SEC's enforcement division, as saying, "The defendants' own words revealed that they saw the warning signs, the trends, the uncertainties and the challenges to their business model and decided not to disclose that information to investors." WSJ relates that the SEC is seeking financial penalties which include repayment from Mr. Mozilo of $139 million in stock-trading profits and a ban on the three men serving as an officer or director of a company. The SEC alleged in court documents filed in a Los Angeles federal court that Mr. Mozilo dumped almost $140 million in Countrywide stock using inside information about increased risk Countrywide was facing by underwriting high-risk loans. Messrs. Mozilo, David Sambol, and Eric Sieracki falsely assured investors about Countrywide's mortgage business by stating that they underwrote low-risk mortgages, WSJ relates, citing the SEC. The SEC, says WSJ, claimed that Countrywide had lowered its lending standards dramatically. The SEC, according to court documents, alleged that Mr. Mozilo said that a certain kind of subprime loan "is the most dangerous product in existence and there can be nothing more toxic." Citing an attorney for Mr. Sambol, WSJ states that during presentations to Countrywide investors, Mr. Sambol "provided the detailed, accurate information the SEC now falsely asserts was absent from Countrywide's public filings." According to the report, Mr. Sambol's lawyer said that the SEC brought the case in response to political pressure to repair its reputation, which has taken hits from the agency's failure to detect the Bernard Madoff fraud. Mr. Sieracki's lawyer, WSJ relates, said that his client bought shares of Countrywide when the SEC alleges he was withholding information from investors. WSJ quoted David Siegel, Mr. Mozilo's attorney, as saying that the SEC complaint "does not tell the whole story of either internal communications or the public disclosures. The mix and risks of Countrywide's loan portfolio and its underwriting standards were well disclosed to and understood by the marketplace." About Countrywide Financial Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- is a diversified financial services provider and a member of the S&P 500, Forbes 2000 and Fortune 500. Through its family of companies, Countrywide originates, purchases, securitizes, sells, and services residential and commercial loans; provides loan closing services such as credit reports, appraisals and flood determinations; offers banking services which include depository and home loan products; conducts fixed income securities underwriting and trading activities; provides property, life and casualty insurance; and manages a captive mortgage reinsurance company. As reported by the Troubled Company Reporter, Bank of America closed its purchase of Countrywide Financial for $2.5 billion on July 1, 2008. The mortgage lender was originally priced at $4 billion, but the purchase price eventually was whittled down to $2.5 billion based on BofA's stock prices that fell over 40% since the time it agreed to buy the ailing lender. About Bank of America 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. BANK OF AMERICA: Elects Four New Directors ------------------------------------------ The Bank of America Corporation Board of Directors has elected four new directors. The new directors are: -- Susan S. Bies, a former member of the Board of Governors of the Federal Reserve System and former chief financial officer of First Tennessee National Corporation; -- William P. Boardman, retired executive of Bank One Corporation and Visa International, Inc.; -- D. Paul Jones, former chairman and chief executive officer of Compass Bancshares, Inc.; -- Donald E. Powell, former chairman of the Federal Deposit Insurance Corporation (FDIC) and former president and chief executive officer of The First National Bank of Amarillo. "These new directors bring a wealth of experience in financial services from a variety of perspectives," said Walter E. Massey, Bank of America chairperson. "Their participation will make our board even stronger as we move our company toward achieving its true potential." "I look forward to working with our new board members and taking advantage of their counsel," said Ken D. Lewis, Bank of America chief executive officer and president. Ms. Bies served as a Governor of the Federal Reserve from 2001 to 2007. During that time she represented the Federal Reserve in the Financial Stability Forum and led the Fed's efforts to modernize the Basel capital accord. Previously, she was chief financial officer, chairman of the asset-liability management committee and executive vice president of risk management at First Tennessee National Corporation where she was employed from 1979 through 2001. She is currently on the board of Zurich Financial Services. From 2007 through 2008, she was a member of Securities and Exchange Commission's advisory committee on improving financial reporting and chairman of its substantive complexity subcommittee. Mr. Boardman was chairman of Visa International, Inc., from 1996 until his retirement in 2005 and also formerly served as a director of both that company and Visa U.S.A. A native of Columbus, Ohio, he was an executive at Bank One Corporation from 1984 through 2001, serving at various times as chairman and chief executive officer of its credit card subsidiary First USA and as vice chairman of Bank One. He was a director of Bank One Corporation. From 2001 through 2003, he served as a senior advisor on acquisitions and structural matters primarily related to financial institutions for Goldman Sachs & Co. Previously, he practiced law in Columbus. Mr. Jones was an executive with Compass Bancshares, Inc., from 1978 through its acquisition by Spanish bank BBVA in 2007. He served as chairman and chief executive officer of that Alabama- based banking company from 1991 through 2007. Mr. Jones began his career in 1967 with the Birmingham law firm Balch & Bingham. He is currently Of Counsel to that firm and a member of its Financial Institutions Group. Mr. Powell served as chairman of the FDIC from 2001 through 2005. A lifelong Texan, he started his banking career in 1971 with The First National Bank of Amarillo and rose to president and chief executive officer. He served as the federal coordinator of Gulf Coast Rebuilding from 2005 into 2008. He has served on a number of boards and was previously chairman of the Board of Regents of the Texas A&M University System. He is currently a director of Stone Energy Corporation. About Bank of America 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. BANK OF LINCOLNWOOD: Republic Bank Assumes Deposits After Closure ----------------------------------------------------------------- The Illinois Department of Financial and Professional Regulation, Division of Banking closed Bank of Lincolnwood in Lincolnwood, Illinois, on June 5, 2009, and appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Republic Bank of Chicago, Oak Brook, Illinois, to assume all of the deposits of Bank of Lincolnwood. Bank of Lincolnwood's two offices reopened on Saturday as branches of Republic Bank of Chicago. Depositors of Bank of Lincolnwood will automatically become depositors of Republic Bank of Chicago. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers of both banks should continue to use their existing branches until Republic Bank of Chicago can fully integrate the deposit records of Bank of Lincolnwood. Over the weekend, depositors of Bank of Lincolnwood can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of May 26, 2009, Bank of Lincolnwood had total assets of approximately $214 million and total deposits of $202 million. Republic Bank of Chicago agreed to purchase $162 million in assets. The FDIC will retain the remaining assets for later disposition. The FDIC estimates that the cost to the Deposit Insurance Fund will be $83 million. Republic Bank of Chicago's acquisition of all the deposits was the "least costly" resolution for the DIF compared to alternatives. Bank of Lincolnwood is the 37th FDIC- insured institution to fail in the nation this year and the sixth in Illinois. The last bank to fail in the state was Citizens National Bank, Macomb, on May 22, 2009. Congress created the Federal Deposit Insurance Corporation in 1933 to restore public confidence in the nation's banking system. The FDIC insures deposits at the nation's 8,246 banks and savings associations and it promotes the safety and soundness of these institutions by identifying, monitoring and addressing risks to which they are exposed. The FDIC receives no federal tax dollars -- insured financial institutions fund its operations. BLACK GAMING: Increases COO's Annual Base Salary to $450,000 ------------------------------------------------------------ Black Gaming, LLC, and Anthony Toti, the Company's chief operating officer, amended the Executive Employment Agreement dated January 8, 2009, to increase Mr. Toti's annual base salary from $250,000 to $450,000, retroactive to January 1, 2009. On December 23, 2008, the Company appointed Mr. Toti as its COO to oversee the operations of all of its properties. Prior to that time, Mr. Toti served as the Company's vice president of Gaming Operations. Upon his appointment as COO, Mr. Toti's annual base salary was not increased. This amendment was made to conform Mr. Toti's annual base salary to the increase in duties and responsibilities as COO. No other provisions of the Agreement were amended and the Agreement remains in full force and effect. Headquartered in Las Vegas, Nevada, Black Gaming, LLC -- http://www.blackgaming.com/-- through its subsidiaries, engages in the ownership and operation of casino hotels. Its casino properties include CasaBlanca Hotel & Casino, Oasis Hotel & Casino, and Virgin River Hotel & Casino, which are located in Mesquite, Nevada. The company also owns the Virgin River Convention Center in Mesquite, Nevada, which is used as a special events facility and for overflow hotel traffic from its other properties. Black Gaming's properties also offer amenities, including championship golf courses, spas, a bowling center, a movie theater, both gourmet and casual restaurants, and banquet and conference facilities. Founded in 1988, the company has 2,300 employees. * * * As reported in the Troubled Company Reporter on February 24, 2009, Moody's Investors Service affirmed these ratings on Black Gaming LLC: -- corporate family rating at Ca -- 9% senior secured notes rating at Caa3 (LGD 3, 38%) -- 12.75% senior subordinated notes rating at C (LGD5, 87%) -- SGL-4 speculative grade liquidity rating BLAIR FARMS: Can Hire David C. McLaughlin as Bankruptcy Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Blair Farms, Inc., to employ David C. McLaughlin, Esq., as its counsel. Mr. McLaughlin is expected to, among other things: a. give legal advice with respect to the powers and duties of the Debtor in the continued operation of this business and the management of the property of the estate; b. take any necessary actions to avoid liens against the property of the estate, to set aside preferences which may qualify to be avoided or set aside under the Bankruptcy Code; and c. take other necessary and required action which is deemed by the counsel as ordinary and necessary in the proceedings. Mr. McLaughlin told the Court that his hourly rate is $165. The firm will receive a general retainer for the legal services required in connection with the proceedings. Mr. McLaughlin added that the firm has not received anything as fees before the bankruptcy filing. To the best of the Debtor's knowledge, Mr. McLaughlin is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. McLaughlin can be reached at: Fluegel Helseth McLaughlin Anderson 25 2nd St. SW, Suite 102 Ortonville, MN 56278 Tel: (320) 839-2549 Fax: (320) 839-2540 About Blair Farms, Inc. Glenwood, Minnesota-based Blair Farms, Inc., filed for Chapter 11 on May 11, 2009 (Bankr. D. Minn. Case No. 09-60504). David C. McLaughlin, Esq., at Fluegel Helseth McLaughlin Anderson, represents the Debtor in its restructuring efforts. The Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in debts. BROADWAY 3012: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Broadway 3012, LLC 2506 N. Clark St., Suite 288 Chicago, IL 60614 Bankruptcy Case No.: 09-20446 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Church Street, Ltd. 09-20447 Broadway Creations, LLC 09-20448 Dionysus Enterprises I, LLC 09-20454 JFJ Broadway, LLC 09-20456 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Bruce W. Black Debtor's Counsel: Paul M. Bauch, Esq. Bauch & Michaels LLC 53 West Jackson Boulevard, Ste 1115 Chicago, IL 60604 Tel: (312) 588-5000 Fax: (312) 427-5709 Email: pbauch@bauch-michaels.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 18 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb09-20446.pdf The petition was signed by Michael P. O'Connor and Jonathan H. Zitman, managers of the Company. BRUNO'S SUPERMARKETS: Plan Filing Period Extended to June 19 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Alabama has extended Bruno's Supermarkets, LLC's exclusive period to file a plan until June 19, 2009, provided that on or before June 5, 2009, Debtor will provide a draft of a Chapter 11 disclosure statement and plan to both the counsel for the unsecured creditor's committee and the Bankruptcy Administrator. The exclusive period within which Debtor may obtain acceptances of a plan or plans of reorganization is extended to and until August 28, 2009. As reported in the Troubled Company Reporter on May 25, 2009, Bruno's Supermarkets told the Bankruptcy Court that the extension of its exclusive periods will increase the likelihood that the plan that is ultimately proposed will maximize distributions to all creditors. Bruno's Supermarkets, LLC, is a privately held company headquartered in Birmingham, Alabama. Bruno's is the parent company of the Bruno's, Food World, and FoodMax grocery store chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax locations in Alabama and the Florida panhandle. Founded in 1933, Bruno's has operated as an independent company since 2007 after undergoing several transitions and changes in ownership starting in 1995. Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr. N.D. Ala. Case No. 09-00634). Burr & Forman LLP is the Debtor's lead counsel. Najjar Denaburg, P.C., is the Debtor's conflicts counsel. Greenberg Traurig, LLP, is the official committee of unsecured creditors' counsel. Alvarez & Marsal is the Debtor's restructuring advisor. When Bruno's filed for Chapter 11 protection from its creditors, it listed assets and debts of between $100 million and $500 million each. CENTERSTONE DIAMONDS: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Centerstone Diamonds, Inc. 323 W. 8th Street Los Angeles, CA 90014 Bankruptcy Case No.: 09-23944 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Michael Beaudry, Inc. 09-23945 Type of Business: The Debtors sell jewelry, watches, precious stones, and precious metals. Chapter 11 Petition Date: June 4, 2009 Court: Central District of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: Michael S. Kogan, Esq. mkogan@ecjlaw.com Ervin Cohen & Jessup LLP 9401 Wilshire Blvd 9th Flr. Beverly Hills, CA 90212-2974 Tel: (310) 273-6333 Fax: (310) 859-2325 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 ------ --------------- ------------ Olympic Diamonds Corp. Trade Claim $253,137 580 Fifth Avenue, Suite 1200 New York, NY 10036 Tel: (800) 842-3666 Espeka Israel Trade Claim $170,452 52 Bezalel Street Noam Bldg. Room 501 52521 Ramat-Gan Israel Tel: 011 972-3-5752116 Inter Gems-CLAES 2 Trade Claim $158,513 Hoveniersstraat BUS 248 B-2018 Claim Antwerpen -Belgium +32(0)32034567 American Express Trade Claim $129,825 Elite Traveler Magazine Trade Claim $110,500 Diamond Investment Partners Trade Claim $110,202 LLC Dell Financial Services Col Trade Claim $108,692 Bank of America Kothari Trading Co., Ltd. Trade Claim $107,260 Lili Diamonds Trade Claim $105,549 Curtco Robb Media, LLC Trade Claim $104,670 American Express Publishing Trade Claim $99,753 Corp. Modern Luxury, Inc. Trade Claim $93,480 Novel Collection Trade Claim $76,310 Fancy Colors USA, Inc. Trade Claim $76,105 Los Angeles Magazine Trade Claim $69,188 Inga Moubaiajian Trade Claim $62,720 Rosy Blue Trading, Inc. Trade Claim $59,983 C Publishing, LLC Trade Claim $54,000 Superb Jewelstar Trade Claim $51,429 Eurostar Belgium, Inc. Trade Claim $48,165 The petition was signed by Michael Beaudry, president. CHAD A. BURGUENO: Voluntary Chapter 11 Case Summary --------------------------------------------------- Joint Debtors: Chad A. Burgueno Cathrine Burgueno 1202 E. Seldon Phoenix, AZ 85020 Bankruptcy Case No.: 09-12389 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtors' Counsel: D. Lamar Hawkins, Esq. Aiken Schenk Hawkins & Ricciardi PC 4742 North 24th Street, Suite 100 Phoenix, AZ 85016 Tel: (602) 248-8203 Fax: (602) 248-8840 Email: dlh@ashrlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. CHAPMAN LUMBER: Keith Chapman Charged With Bankruptcy Fraud ----------------------------------------------------------- Keith Chapman of the Chapman Lumber Co. was charged on June 4, 2009, with five counts of bankruptcy fraud and one count of filing a false tax return, the U.S. Attorney's Office in Cedar Rapids said in a statement. Thonline.com states that Mr. Chapman allegedly diverted Chapman Lumber's accounts receivable funds into a personal account during the Company's bankruptcy. Citing authorities, Thonline.com relates that Mr. Chapman used the money on a $454,000 spending spree. Chapman Lumber Co. Inc. -- http://www.chapmanlumber.net/-- and -- http://www.chapmanlumber.net/-- sought Chapter 11 protection on February 8, 2005 (Bankr. D. Iowa Case No. 05-00408). It hired Joseph A. Peiffer, Esq., at Day Rettig Peiffer, P.C., to assist the Company in its restructuring efforts. CHARTER COMMUNICATIONS: Moody's Assigns 'Ba3' Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned a (P)Ba3 Corporate Family Rating and a (P)Ba3 Probability of Default Rating to Charter Communications, Inc.'s indirect intermediate holding company CCH II, LLC (CCH II; together with related entities, Charter or the company). In addition, Moody's assigned a (P)Ba2 rating to Charter Communications Operating, LLC's existing pre-petition first lien bank debt and a (P)B1 rating to its existing pre- petition second lien notes. The existing pre-petition debt instruments of CCO Holdings, LLC, including a $350 million term loan and $800 million of existing senior unsecured notes, along with a projected $1.7 billion of new 13.5% senior unsecured notes due 2016 being issued by CCH II (mostly in exchange for similarly ranking and existing pre-petition debt), were assigned ratings of (P)B2. The rating outlook is stable. The ratings are prospective and are based on Moody's expectation that more than $8 billion of the company's nearly $22 billion of pre-petition debt claims will be eliminated upon its emergence from Chapter 11 bankruptcy restructuring proceedings, currently assumed to occur by the end of the third quarter of 2009. According to Moody's lead analyst and Senior Vice President Russell Solomon, "the dramatic reduction in debt and effective right-sizing of the company's balance sheet bodes well for an otherwise performing group of assets in an industry sector for which Moody's outlook notably remains positive." Moody's expects proforma financial leverage (debt-to-EBITDA, in accordance with Moody's standard adjustments) to approximate 6.0x (5.6x after netting out excess cash balances from debt) based on March 31, 2009 data, a material improvement from pre-petition levels which regularly exceeded 9x on an equivalently calculated basis. Most notably, ensuing annual interest expense (assuming reinstatement of existing bank loans) is expected to be reduced by more than $800 million, enabling the company to generate positive free cash flow in its first full year of post-emergence operations. The ratings broadly reflect a still high (albeit more moderate) level of financial risk and a steadily increasing level of operational risk given the heightened competitive environment. Moody's will remain particularly watchful of ongoing encroachment by the RBOCs as they continue to roll out triple-play products of their own, either individually or in partnership with DBS companies, and more aggressively compete for customers. These key credit risks are partially mitigated, however, by the company's large size and improving operating performance, along with the prospect of further gains given comparatively modest advanced service penetration rates to date. This is augmented by the relative stability of the company's business model, a good liquidity profile with large pre-petition cash balances and the noted transition to positive free cash flow, and meaningful perceived underlying asset value in support of the aforementioned reduced debt burden. Under the proposed plan of reorganization, all debt of CCO and CCOH is scheduled to be reinstated at current rates, and access to CCO's $1.5 billion revolving credit facility will be capped at the $1.3 billion level of current outstandings and will no longer revolve through maturity. At CCH II, the company intends to exchange its $1.2 billion of existing notes for a portion of newly issued 13.5% notes due 2016, with the unexchanged notes being paid in cash from a rights offering. The company expects to issue approximately $1.7 billion of new notes at CCH II. All debt of legal entities above CCH II (CCH I through CCI) is scheduled to be eliminated, with all CCH I holders slated to retain equity in the reorganized company and certain CCH I holders having the option to participate in a rights offering (net proceeds of $1.5 billion are expected from the rights offering, excluding a $400 million over- allotment option). A portion of the proceeds received from the rights offering will be applied to cover the company's swap liability. Additionally, CCI will issue $72 million of 15% PIK preferred stock due 2016 (whose coupon will increase over the life of the security, to 21% by the seventh year). Moody's has assigned these ratings: CCH II, LLC * Corporate Family Rating -- (P)Ba3 * Probability of Default Rating -- (P)Ba3 * Senior unsecured Notes -- (P)B2 (LGD 6, 94%) CCO Holdings, LLC * Senior unsecured Notes -- (P)B2 (LGD 5, 88%) * Senior secured (1st lien -- stock only) Term Loan -- (P)B2 (LGD 5, 84%) Charter Communications Operating, LLC (CCO) * Senior secured (2nd lien -- all assets) Notes -- (P)B1 (LGD 5, 74%) * Senior secured (1st lien -- all assets) Credit Facility -- (P)Ba2 (LGD 2, 29%) The rating outlook is Stable in all respects. The last rating action for Charter was on March 27, 2009, when Moody's revised the company's PDR to D following its Chapter 11 Bankruptcy filing announcement. CCH II is an indirect intermediate holding company subsidiary of Charter Communications, Inc., one of the largest domestic cable multiple system operators serving approximately 5.0 million basic subscribers (5.4 million customers) and generating annual revenues approximating $6.6 billion. The company maintains its headquarters in St. Louis, Missouri. Charter owns a majority common equity interest and a 100% voting interest in Charter Communications Holding Company, LLC, which through several intermediate holding companies indirectly owns, among others, CCH II, CCOH and CCO, the latter being the parent company of Charter's operating subsidiaries. The company is currently involved in reorganization proceedings under provisions of Chapter 11 of the U.S. Bankruptcy Code. CHESAPEAKE ENERGY: Glass Lewis Tells Shareholders to Hold Votes --------------------------------------------------------------- Ben Casselman at The Wall Street Journal reports that proxy- advisory firm Glass, Lewis & Co. is recommending that Chesapeake Energy Corp. shareholders withhold their votes for members of the Company's board during an annual meeting on June 12. According to WSJ, Glass Lewis said that it gave Chesapeake's compensation structure a grade of "F". WSJ relates that Chesapeake Energy gave its CEO, Aubrey McClendon, a $112.5 million pay package. WSJ notes that Chesapeake Energy has in the past argued that Mr. McClendon's pay, by some measures the highest of any U.S. executive in 2008, was justified. WSJ states that Glass Lewis also criticized the Company for: -- having too few independent directors, -- eliminating shareholders' right to call special meetings, and -- purchasing a map collection from Chesapeake Energy CEO Aubrey McClendon for $12.1 million. WSJ notes that Glass Lewis' recommendation is unlikely to have any direct effect. According to the report, three Chesapeake Energy directors facing re-election next week are unopposed. About Chesapeake Energy Corporation Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation (NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas in the U.S. The company's operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United States. * * * As reported by the Troubled Company Reporter on January 30, 2009, Moody's Investors Service assigned a Ba3 (LGD 4; 69%) rating to Chesapeake Energy's pending $1 billion offering of senior unsecured notes due 2015. The TCR reported on January 30, 2009, that Fitch Ratings assigned 'BB' issuer default and senior unsecured debt ratings. Fitch also placed a 'B+' convertible preferred stock rating on the company. Fitch said that the rating outlook remains negative. According to the TCR on January 30, 2009, Standard & Poor's Ratings Services assigned its 'BB' issue rating and '4' recovery rating to oil and gas exploration and production company Chesapeake Energy Corp.'s proposed $500 million senior unsecured notes due 2016. Proceeds will repay outstanding bank debt. CHRYSLER LLC: Second Circuit Puts on Hold June 5 Fiat Sale Closing ------------------------------------------------------------------ Second Circuit U.S. Court of Appeals Judge Dennis Jacobs has approved the Chrysler LLC-Fiat SpA deal on Friday, upholding the Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the Southern District of New York's ruling, but said that a stay of the sale order would remain in place until 4:00 p.m. EDT on Monday, or until the U.S. Supreme Court issues its own stay, Chad Bray and Alex P. Kellogg at The Wall Street Journal report. The sale of Chrysler's assets to New CarCo Acquisition LLC, the new company formed by Fiat S.p.A., was put on hold by the Second Circuit. Chrysler was previously authorized by Judge Gonzalez to complete the sale of its assets by noon of June 5, moving the date up from June 15. The Second Circuit Court agreed to hear legal arguments of the Indiana State Police Pension Fund, the Indiana Teacher's Retirement Fund, and the Major Moves Construction Fund. Legal briefs were due noon of June 4, and oral arguments began Friday. WSJ relates that the Indiana pension funds asked the Supreme Court on Saturday to put the deal on hold while they continue their attempts to block it. They are seeking for the extension of the temporary hold on the sale put in place by the appeals court, Mark H. Anderson and Jeff Bennett at WSJ states. "We won't be able to get an appeal filed and heard by Monday. We need to get the Supreme Court to give us more time," WSJ quoted Thomas Lauria, a lawyer for the Indiana funds, as saying. The Indiana pensioners' appeal will raise a number of issues including the illegal use of the funds from the Troubled Asset Relief Program (TARP) to leverage the sale. Mr. Mourdock pointed out that Chrysler is not a financial institution and that the TARP funds are intended to be used solely to aid financial institutions. "Chrysler's receipt of federal TARP funds has compromised its independence, and Chrysler has become a puppet of the federal government. The proposed sale is an insider transaction that gives 20% ownership to Fiat, an Italian company, which is not investing a single dollar in exchange for their ownership interest," Indiana State Treasurer Richard Mourdock said. He said that the Indiana pensioners will also argue why the secured creditors have been made secondary to unsecured creditors in contravention of longstanding bankruptcy law. "The proposed sale gives majority ownership of the company to the government's preferred unsecured creditors, while secured creditors receive only 29 cents on the dollar," Mr. Mourdock said. "Hoosier retirees and taxpayers are being deprived of millions of dollars in their funds while a foreign corporation receives a windfall at no cost, this is not equitable," Mr. Mourdock said. "I look forward to Indiana's day in court, and I will continue to pursue my fiduciary responsibilities and my oath of office." Legal Briefs Filed In their legal briefs submitted in preparation for oral arguments, the Indiana Pensioners said that the U.S. Treasury exceeded its authority in the Chrysler deal, is misusing the Troubled Assets Relief Program (TARP) for automaker loans and is breaking bankruptcy law by favoring workers over creditors, reports Bloomberg News. "This attack on the most fundamental of creditor rights has been funded, orchestrated and controlled by [U.S.] Treasury, despite its complete lack of statutory and constitutional authority to do so. The executive branch cannot spend funds, take over corporations or control bankruptcy proceedings without Congressional authority," the Indiana Pensioners said in their briefs. The Indiana pensioners used the same arguments before the bankruptcy court prior to the approval of the sale. Their objection, however, was overruled by Judge Gonzalez, who dismissed allegations that the sale is a sub rosa plan of reorganization and that Chrysler breached its fiduciary duties. Chrysler, which was also granted leave to appeal by the Second Circuit Court of Appeals, expressed confidence that the Indiana Pensioners cannot win and said that the sale of the assets is better than liquidating the automaker, Bloomberg further reported, citing court papers Chrysler filed in the Second Circuit Court of Appeals. Legal Machinations The June 5 hearing was held before a three-judge panel of the U.S. Second Circuit Court of Appeals in New York. Had the panel decided to reverse Judge Gonzalez's decision, Chrysler and the U.S. Treasury could appeal. As the panel already sided with Judge Gonzalez, the Indiana pension attorneys could then ask for a broader "en banc" hearing before the entire group of judges in the U.S. Second Circuit Court of Appeals. "If I'm a betting man, I am certain it will at least go to the en banc hearing," the Detroit Free Press quoted Anthony Sabino, a St. John's University law professor specializing in bankruptcy law, as saying. The Indiana pensioners could ask for a review by one member of the U.S. Supreme Court. Each justice is assigned to one of the appeals circuits, and the U.S. Second Circuit Court of Appeals' justice is Ruth Bader Ginsburg, Mr. Sabino said. She could review the case, or decide the entire Supreme Court should hear it. If she decides the case will be heard, she would issue a stay until they hear arguments or the Supreme Court could simply decide not to hear the case, paving the way for a Fiat deal, Mr. Sabino said. The Detroit Free Press quoted Fiat spokesman Tom Johnson saying, "We're not going to comment on hypotheticals here. We will have a comment at the appropriate time, but until then, let's let the court process run its course." People close to the case say that taking the matter to the Supreme Court could cause a significant delay on Chrysler's reorganization, reports The Wall Street Journal. In the meantime, Fiat is preparing to move dozens of executives, engineers and others employees to Michigan to help run Chrysler and align its operations with those of Fiat. Fiat has hired a real estate firm to help those people relocate but the efforts are on hold until the deal with Chrysler closes, the Journal further noted, citing people familiar with the matter. 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 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 says that as of December 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 Final Order for Adequate Assurance of Utilities ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York granted Chrysler LLC and its debtor-affiliates' request to deem Utility Companies as adequately assured. The Court also approved the procedures proposed by the Debtors in connection with the request. Objections that were not resolved prior to the request's final hearing were overruled. Resolved objections are deemed withdrawn. The Court directed the Debtors to increase the Adequate Assurance Deposit by $13,781 for the sole benefit of Nicor Gas. The Debtors have proposed to deposit $5,991,487 into a newly created, segregated, interest bearing escrow account as the Adequate Assurance Deposit for the Utility Companies. The Adequate Assurance Deposit, in conjunction with the Debtors' ability to pay for future utility services in the ordinary course of business, constitutes sufficient adequate assurance of future payment to the Utility Companies that are not subject to the Daimler Guarantee to satisfy the requirements of Section 366 of the Bankruptcy Code, Judge Gonzalez maintained. No money may be withdrawn from the Adequate Assurance Deposit account except by mutual agreement of the Debtors, after consultation with the Official Committee of Unsecured Creditors, and the applicable Utility Company or by further Court order. If the Debtors fail to pay for postpetition utility services when due, a Utility Company may access only that portion of the Adequate Assurance Deposit that is allotted to it in the Utility Service List. Any Adequate Assurance Deposit provided for a Utility Company will be released from the Adequate Assurance Deposit account and returned to the Debtors upon the earlier of (i) the date that the Debtors are no longer responsible for payment of utility services at the relevant location, and (ii) the conclusion of the Chapter 11 cases, if not returned or applied earlier. A full-text copy of the list of Utility Companies is available for free at: http://bankrupt.com/misc/Chrysler_UtilityCompanies_052809.pdf About Chrysler 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 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 says that as of December 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: Bussain Seeks to Disqualify Capstone as Advisor ------------------------------------------------------------- Bussian, intervenors, and the members of a certified class of similarly situated individuals asked the U.S. Bankruptcy Court for the Southern District of New York to: * disqualify Capstone Advisory Group, LLC as the Debtors' financial advisor; and * strike all opinion testimony of Robert Manzo given in the May 27, 2009, hearing relating to the proposed Section 363 sale. John F. Bloss, Esq., at Robertson Medlin & Blocker, PLLC, Greensboro, North Carolina, argued that Mr. Manzo has actual or potential conflicts of interest in testifying as to the liquidation value of the Debtors. Mr. Bloss relates that Mr. Manzo testified that Capstone would be paid approximately $17 million if a sales transaction to Fiat S.p.A is approved, of which approximately $10 million would be retained directly by him. Thus, Mr. Manzo has an enormous incentive to provide an artificially low liquidation valuation for the Debtors in order to cause the proposed Section 363 sale to be approved, even though various "classes of creditors" would be injured, Mr. Bloss asserts. Mr. Bloss argues that it is "plausible" that Mr. Manzo's potential $10 million payday would cause him "to act any differently" than he would otherwise would. Indeed, Mr. Bloss says, Mr. Manzo's ever-decreasing valuation of the Debtors' assets, which according to his testimony presume (a) that Chrysler's future sales will remain at 2008 levels, which were the lowest in many decades; (b) a value of zero for numerous Chrysler lines, as well as (c) unheard-of 1-1.5 multipliers for OEMs, leave little doubt about where his loyalties lie. As reported by the Troubled Company Reporter on May 26, 2009, the U.S. Bankruptcy Court for the Southern District of New York authorized Chrysler LLC and its debtor-affiliates to employ Capstone Advisory Group, LLC, nunc pro tunc to the petition date, as their financial advisor. The Engagement Letter between the parties, among others, provide that Capstone will continue to render professional services to the Debtors' estates after the consummation of the Fiat Transaction, including services relating to the winddown of the Debtors' estates and the development of an orderly liquidation plan or other alternative liquidation scenario. Capstone will be compensated for the Post-Sale Services on an hourly basis at rates indicated in the Amended Engagement Letter, plus reimbursement of Capstone's actual, necessary expenses incurred. 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 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 says that as of December 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 Arguments on Dealer Rejections Set June 9 --------------------------------------------------------------- Dealers affected by Chrysler LLC's move to reduce its local dealer network testified at a court hearing Thursday before the U.S. Bankruptcy Court for the Southern District of New York. Judge Arthur Gonzalez heard testimonies from 18 dealers objecting to Chrysler's bid to terminate 789 dealership agreements as part of the automaker's deal with Italy-based automaker Fiat S.p.A., according to Bloomberg News. The dealers testified about money spent on unfinished projects, coercion to buy more inventory and personal grief, the report said. Judge Gonzalez reportedly had to ask several dealers to stay calm even as they discussed emotional topics. James Tarbox, who owns a dealership in Rhode Island and one in Massachusetts, choked back tears on the witness stand as he recounted receiving news last month that Chrysler would terminate their dealership agreement, according to a report by The Wall Street Journal. "I was completely flabbergasted to say the least. I said there must be a mistake because I'm the top, the top guy. I've won all sorts awards," the Journal quoted Mr. Tarbox as saying. Mr. Tarbox complained that he was pushed out because he protested about Chrysler's plan to move a competing Jeep dealership into his market. Chrysler lawyers repeatedly challenged the dealers during cross examination, saying they weren't meeting certain minimum standards for sales, customer service or capitalization. They also pointed out that many were single-brand dealers or had franchises with other manufacturers that would survive, the Journal reported. According to the report, Judge Gonzalez said at the start of the hearing that the auto maker has a "very strong argument" for cutting ties to the dealerships. He said, however, that it was important to continue with Thursday's hearing and that arguments from the dealers could sway him to deny Chrysler's request to close the dealerships. Closing arguments about the dealer rejections are set for June 9. Chrysler Exec Grilled on Dealerships Termination Chrysler LLC President Jim Press defended the automaker's move to reduce its local dealer network at the congressional hearing held Wednesday, reports Josh Mitchell of The Wall Street Journal. Mr. Press called the dealer cuts the "most difficult business decision" of his career and that "there's not enough business for the number of dealers Chrysler has today given that we have less than two-thirds of our former sales volume." The executive also said that the automaker needs to terminate the agreements to cut cost and boost sales. Affected dealers, however, told the Senate Commerce Committee that the termination will not produce the cost savings claimed by Chrysler and that it was being made hastily and without regard to state franchise laws that require manufacturers to compensate dealers slated to be shut, the report said. Committee Chairman John Rockefeller IV of West Virginia said he does not believe that companies should be allowed to take taxpayer funds for a bailout. "I honestly don't believe that companies should be allowed to take taxpayer funds for a bailout and then leave it to local dealers and their customers to fend for themselves with no real plan, with no real notice, with no real help," the Journal quoted Mr. Rockefeller as saying. Sen. Mike Johanns of Nebraska said he soon would introduce legislation requiring the administration to obtain congressional approval any time it used funds from the Troubled Asset Relief Program (TARP) to take equity stakes in a company, the report further said. Senate Proposals Would Force Chrysler on Dealers A proposal introduced Thursday in the U.S. Senate would compel Chrysler LLC and General Motors Corp. to fully reimburse terminated dealerships and give them 180 days to wind down their operations, reports Reuters. "We filed this amendment to apply pressure on the automakers to keep their word to rejected dealerships and fully reimburse them for their inventories of vehicles and parts," Reuters quoted Senator Bob Corker of Tennessee as saying. Sen. Corker's amendment would not permit judges overseeing the automakers' bankruptcies to approve government-funded debtor financing unless his terms are met. Sponsors hope to attach the proposal to a tobacco regulation bill that is now under consideration but has uncertain prospects for passage, the Reuters reported. 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 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 says that as of December 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) CITIGROUP INC: Hires James Von Moltke to Help Sell Business Units ----------------------------------------------------------------- Bloomberg News reports that Citigroup Inc. has hired Morgan Stanley's investment banker, James von Moltke, to supervise the sale of businesses that the Company plans to exit. Mr. Von Moltke, says Bloomberg, will be the chief of corporate mergers and acquisitions for Citigroup. Bloomberg quoted Sandler O'Neill & Partners LP investment strategy chief Robert Albertson as saying, "M&A in financials right now is difficult, based on the economic times we've gone through and the uncertainty that remains. But some of the businesses they're selling are high-quality, and there probably are some interested buyers. It comes down usually to price." Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com/-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. Citigroup had $2.0 trillion in total assets on $1.9 trillion in total liabilities as of September 30, 2008. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. As part of the agreement, the U.S. Treasury and the Federal Deposit Insurance Corporation will provide protection against the possibility of unusually large losses on an asset pool of approximately $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITIGROUP INC: Names Peter Charrington as Citi Private Bank's CEO ----------------------------------------------------------------- Kathy Shwiff and John Kell at The Wall Street Journal report that Citigroup Inc. has appointed Peter Charrington as Citi Private Bank's North American CEO. According to WSJ, Mr. Charrington will be responsible for private banking activities in the U.S. and Canada. WSJ relates that Mr. Charrington is chief of Citi Private's operations in the U.K., Israel and Monaco. The report says that he is based in London. Mr. Charrington first joined Citigroup as a management associate in 1994 and became a private banker in 1997. Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com/-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. Citigroup had $2.0 trillion in total assets on $1.9 trillion in total liabilities as of September 30, 2008. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. As part of the agreement, the U.S. Treasury and the Federal Deposit Insurance Corporation will provide protection against the possibility of unusually large losses on an asset pool of approximately $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CK TRANSPORTATION: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Ck Transportation Group, Inc. 4222 East Thomas Rd, Suite 220 Phoenix, AZ 85018 Bankruptcy Case No.: 09-12394 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Gary V. Ringler, Esq. 7303 West Boston St. Chandler, AZ 85226 Tel: (480) 705-7550 Fax: (480) 705-7503 Email: garyvringler@earthlink.net 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 a list of its 6 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/azb09-12394.pdf The petition was signed by Richard L. Barrett, president of the Company. CLEAR CHANNEL: Has Two Options to Restructure $2.5BB Debt --------------------------------------------------------- Sarah McBride at The Wall Street Journal reports that Clear Channel Communications Inc. and its subsidiary, Clear Channel Outdoor, has two options to restructure $2.5 billion in debt. According to WSJ, Wachovia debt analyst Bishop Cheen said that Clear Channel's owners are "desperate not to trip covenants. If you trip covenants, you have to redo what has been a cheap and friendly debt package." Clear Channel's debtholders are considering rejecting any proposed offer, says WSJ. Getting paid early, WSJ notes, would help Clear Channel stay ahead of its covenants, because cash counts favorably in its leverage calculations. WSJ relates that bank lenders and bondholders, under a scenario floated by Clear Channel's owners -- Bain Capital Partners LLC and Thomas H. Lee Partners LP -- would exchange some of their debt in the parent company for debt in Clear Channel Outdoor, a billboard company. According to WSJ, Clear Channel is being saddled with $21 billion in debt in the wake of its buyout in 2008. Clear Channel's private-equity owners hope to use the exchange to help lessen the amount of secured debt the Company holds, which would help it to comply with debt-to-earnings ratio covenants with lenders. Citing analysts, WSJ says that without changes, Clear Channel won't be able to stay in compliance beyond the end of 2009 or early in 2010. Clear Channel Outdoor, according to WSJ, could also repay early a loan of $2.5 billion it owes its parent by refinancing it. WSJ relates that the loan is due in 2010. Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings Inc. As reported by the Troubled Company Reporter on January 19, 2009, Clear Channel planned to lay off about 1,500 workers, or 7% of its staff in the U.S. Clear Channel has 20,000 workers in the U.S. The layoffs will mostly affect employees in ad sales. Clear Channel will implement other cuts to save almost $400 million. * * * As reported by the Troubled Company Reporter on March 11, 2009, Moody's Investors Service downgraded Clear Channel Communications, Inc.'s Corporate Family Rating and Probability-of-Default Rating to Caa3 from B2. Moody's also downgraded the Company's senior secured credit facilities to Caa2 from B1 and all senior unsecured notes to Ca from Caa1. In addition, Moody's downgraded Clear Channel's speculative grade liquidity rating to SGL-4 from SGL-2. The ratings downgrade reflects Moody's belief that there is a high probability that the company will violate its secured 9.5x leverage covenant this year, and that when this occurs, a debt restructuring will be likely. The outlook has been revised to negative. This rating action concludes the review initiated on February 6, 2009. CLEAR CHANNEL: $2.5BB Loan Refinancing May Avert Liquidity Woes --------------------------------------------------------------- Moody's Investors Service said that Clear Channel Outdoor Inc.'s potential plan to refinance its $2.5 billion intercompany loan to its parent CC Media (Clear Channel) (89% owned by Clear Channel and 11% owned by the public), could avert moderate liquidity concerns within CCO as the loan matures in 2010, but more importantly, if the market refinancing is completed and repayment of the intercompany debt occurs, it would essentially remove the possibility of a near term bank facility covenant breach at Clear Channel. Clear Channel would only need to hold the cash proceeds to avert such a breach as the covenant is a net secured debt (secured debt minus cash on hand) covenant. Alternatively if the company were to exchange intercompany debt for parent secured debt that would also alleviate covenant breach pressure. Under the refinancing scenario, if the cash is used to repay debt below par, credit metrics and room under the covenant could gain even more headroom, though there is a strong likelihood that such transactions would still be tantamount to a default or distressed exchange given Moody's view that the company's capital structure is unsustainable. "Even if the company can clear its bank covenant hurdle through next year, as maturities mount in 2011 and beyond, repayment or refinancing given the company's leverage levels, even with an economic recovery, is unlikely," stated Neil Begley, a Senior Vice President at Moody's Investors Service. The last rating action was on March 9, 2009, when Moody's downgraded Clear Channel's CFR and PDR each to Caa3. Clear Channel Communications, Inc., headquartered in San Antonio, Texas, is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premiere opportunities for advertisers. For the LTM period ended March 31, 2009, the company reported revenues of approximately $6.3 billion. CLIFFS MORTGAGE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Cliffs Mortgage, L.L.C. 4518 N. 32nd Street Phoenix, AZ 85018 Bankruptcy Case No.: 09-12371 Chapter 11 Petition Date: June 4, 2009 Court: District of Arizona (Phoenix) Debtor's Counsel: Jerry L. Cochran, Esq. jcochran@cochranlawfirmpc.com 2929 E. Camelback Rd., Suite 118 Phoenix, AZ 85016 Tel: (602) 952-5300 Fax: (602) 952-7010 Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Kyle P. Bingham, principal. CLOVERLEAF ENTERPRISES: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------------ Cloverleaf Enterprises Inc. has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Maryland, Standardbredcanada.ca reports. Court documents say that Cloverleaf listed $10 million and $50 million in assets and $1 million and $10 million in debts, with Maryland Jockey Club as its largest unsecured creditor. Cloverleaf, Standardbredcanada.ca relates, said that it is disputing the $1.24 million it owes under a 2006 memorandum of understanding. Fort Washington, Maryland-based Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness track. COEUR D'ALENE: Swaps Convertible Senior Notes for Shares -------------------------------------------------------- Coeur d'Alene Mines Corporation exchanged $21,518,000 aggregate principal amount of its 1.25% convertible senior notes due 2024 and $25,000,000 of its 3.25% convertible senior notes due 2028 for an aggregate of 2,721,400 shares of its common stock, par value $0.01, pursuant to privately-negotiated agreements dated May 27, 2009. The shares were issued on or about June 2. The company also exchanged $2,300,000 aggregate principal amount of its 3.25% convertible senior notes due 2028 for an aggregate of 127,320 shares -- on a post-split basis -- of its common stock , pursuant to a privately-negotiated agreements entered into on April 7 and April 16, 2009, said Mitchell J. Krebs, chief financial officer of the company. Those shares were issued on April 8, 2009 and April 17, 2009, said Mr. Krebs. All of these shares are being issued pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended, he noted. About Coeur d'Alene Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) -- http://www.coeur.com/-- is the world's largest primary silver producer, as well as a significant, low-cost producer of gold. The Company has mining interests in Nevada, Idaho, Alaska, Argentina, Chile, Bolivia and Australia. * * * As the Troubled Company Reporter reported on May 20, 2009, Standard & Poor's Ratings Services placed its ratings, including its 'CCC' corporate credit rating, on Coeur d'Alene Mines Corp. on CreditWatch with positive implications. The CreditWatch listing reflects S&P's assessment that near term operating cash flow generation will likely increase due to the combination of higher metal volumes and continued favorable gold and silver prices. Idaho-based Coeur d'Alene completed construction of its Palmarejo mine and successfully started operating it in the first quarter of 2009, which is increasing volumes. CONSOLIDATED BEDDING: Files for Chapter 7 Bankruptcy Protection --------------------------------------------------------------- David Perry and Larry Thomas at Furniture Today report that Consolidated Bedding and its affiliates have filed for Chapter 7 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware. The Debtors said in court documents that they have sold their assets and stopped their business operations. Citing industry observers, Furniture Today relates that the Debtors' bankruptcy filing wouldn't affect the plans of a new company, Spring Air International LLC, to relaunch the Spring Air brand. Consolidated Bedding and its affiliated entities operated as Spring Air. Spring Air closed its nine corporate-owned plants in May 2009. Since then, Spring Air's three domestic licensees have continued to operate, as have two licensees, in Canada. CONSTAR INTERNATIONAL: Discloses Post-Emergence Transactions ------------------------------------------------------------ Constar International Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that since its emergence from bankruptcy protection on May 29, 2009, the company and its affiliates consummated the transactions contemplated by their Second Amended Joint Plan of Reorganization, as Further Modified, Pursuant to Chapter 11 of the Bankruptcy Code, as confirmed by the United States Bankruptcy Court for the District of Delaware on May 14, 2009. In connection with the consummation of the Plan, on the Effective Date, the Company's existing Senior Secured Super-Priority Debtor in Possession and Exit Credit Agreement, dated as of December 31, 2008, was converted into exit financing in accordance with its terms. The Company and its lenders entered into Amendment No. 2 to the Credit Agreement, primarily for the purposes of updating certain schedules to the Credit Agreement and permitting the Company's Dutch subsidiary, Constar International Holland (Plastics) B.V., which is neither a party to nor a guarantor of the Credit Agreement, to enter into separate financing arrangements. All existing shares of the Company's capital stock were canceled pursuant to the Plan. In addition, in the same connection, all of the Company's Senior Subordinated 11% Notes Due 2012 were canceled and the related indenture was terminated -- except for purposes of allowing the noteholders to receive distributions under the Plan. The holders of the Class 4 Senior Subordinated Note Claims received 10 shares of new Common Stock per $1,000 face amount of the Senior Subordinated Notes pursuant to the Plan. These incentive plans were terminated: (1) the 2007 Non-Employee Directors' Equity Incentive Plan; (2) the 2007 Stock-Based Incentive Compensation Plan; (3) Constar International Inc. Non-Employee Directors' Equity Incentive Plan; (4) Constar International Inc. 2002 Stock-Based Incentive Compensation Plan; (5) the Amended and Restated Constar International Inc. Supplemental Executive Retirement Plan; and (6) the Amended and Restated Constar International Inc. Annual Incentive and Management Stock Purchase Plan. The 2007 Incentive Plan was replaced by the Constar International Inc. Annual Incentive Plan, adopted May 26, 2009. Also upon the Effective Date, the Company rejected under Section 365 of the Bankruptcy Code its current employment agreement with Walter Sobon, its chief financial officer. Mr. Sobon had previously announced his intention to resign following the Company's emergence from chapter 11 proceedings. Under the Plan, a total of 1,750,000 shares of the Company's Common Stock are to be distributed to the holders of Class 4 Senior Subordinated Note Claims pro rata based on the face amount of the notes owned. The Common Stock replaces the Company's prior common stock registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Upon the Effective Date, these individuals have become members of the Company's Board of Directors by operation of the Plan: -- Eric A. Balzer, -- Lawrence V. Jackson, -- Ruth J. Mack, -- L. White Matthews III, -- Jason Pratt, and -- Michael J. Balduino Michael Hoffman, the company's president and chief executive officer was and remains the seventh member of the Board of Directors. The members of the New Board were selected by the Company with the approval of certain noteholders and the official committee of unsecured creditors in the bankruptcy case in accordance with the Plan, and those new members were elected by the Board of Directors that existed prior to such election. Mr. Pratt is a general partner of Peritus Asset Management, LLC. Peritus was among the noteholders that approved the composition of the New Board and also was a member of the Committee. Although the committees of the New Board have not been formally approved, the Company expects that the committee composition will be: -- Compensation Committee (Ms. Mack (chair) and Messrs. Balduino, Balzer and Jackson); -- Audit Committee (Messrs. Balzer (chair), Jackson, Mathews and Pratt); and -- Governance Committee (Ms. Mack and Messrs. Balduino, Mathews (chair) and Pratt). After the election of the new directors, these members of the Old Board resigned in connection with the Company's emergence from bankruptcy: -- James A. Lewis, -- Michael D. McDaniel, -- Frank J. Mechura, -- John P. Neafsey, -- Angus F. Smith, and -- A. Alexander Taylor. Upon the Effective Date, the Company's second amended and restated employment agreements with Michael Hoffman, the company's president and chief executive officer; James Bolton, the company's senior vice president of administration and strategic planning; and David Waksman, the company's senior vice president, human resources, general counsel and secretary, became effective. The termination of the Supplemental Executive Retirement Plan also applies to Mr. Sobon. In connection with the termination, lump sum payments will be made of approximately $265,000 to Mr. Hoffman, $36,000 to Mr. Bolton, $12,000 to Mr. Sobon and $4,000 to Mr. Waksman. The Company's Restated Certificate of Incorporation was filed with the State of Delaware and became effective on June 1, 2009. The Company's Amended and Restated Bylaws became effective on May 29, 2009. About Constar International Headquartered in Philadelphia, Pennsylvania, Constar International Inc. (NASDAQ: CNST) -- http://www.constar.net/-- produces polyethylene terephthalate plastic containers for food, soft drinks and water. The Company provides full-service packaging services. The Company and five of its affiliates filed for Chapter 11 protection on December 30, 2008 (Bankr. D. Del. Lead Case No. 08-13432). Attorneys at Bayard, P.A., are the Debtors' counsel in the Chapter 11 cases, and attorneys at Wilmer Cutler Pickering Hale and Dorr LLP are co-counsel. Goodwin Procter LLP, and Young, Conaway, Stargatt & Taylor, LLP, are the Official Committee of Unsecured Creditors' bankruptcy counsel. The Debtors completed their financial restructuring and successfully emerged from Chapter 11 on May 29, 2009. CSC HOLDINGS: Extends Maturity Date of Term Loan to 2016 -------------------------------------------------------- CSC Holdings Inc., a subsidiary of Cablevision Systems Corporation, has finalized an amendment to its credit facility to extend the maturity of approximately $1.2 billion of its existing $3.4 billion Term Loan B from March 29, 2013 to March 29, 2016. The company stated that the transaction is consistent with its desire to lengthen its debt maturity profile, and to reduce the volume of maturities in the 2012-2013 time frame. Banc of America Securities LLC and J.P. Morgan Securities Inc. served as Joint Lead Arrangers on the transaction. Headquartered in New York, CSC Holdings Inc. is a subsidiary of Cablevision Systems Corporation is a domestic cable multiple system operator serving more than 3 million subscribers in and around the metropolitan New York area. * * * According to the Troubled Company Reporter on February 12, 2009, Fitch Ratings assigned a 'BB-/RR3' to CSC Holdings, Inc.'s $500 million issuance of senior unsecured notes due 2019. The notes were sold under Rule 144a. CSC is a wholly owned subsidiary of Cablevision Systems Corporation. Proceeds from the offering are expected to be used for general corporate purposes including refinancing 2009 scheduled maturities. DAVECO FARMS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: DaveCo Farms LLC 13649 W 256 Deputy, IN 47230 Bankruptcy Case No.: 09-91948 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Southern District of Indiana (New Albany) Judge: Basil H. Lorch III Debtor's Counsel: David M. Cantor, Esq. Seiller Waterman LLC 462 4th Street, Ste 2200 Louisville, KY 40202 Tel: (502) 584-7400 Email: cantor@derbycitylaw.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 a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/insb09-91948.pdf The petition was signed by David Ferguson, a member of the Company. DAYTON SUPERIOR: Court OKs Amendment to $165MM DIP Credit Facility ------------------------------------------------------------------ Dayton Superior Corporation disclosed that the U.S. Bankruptcy Court for the District of Delaware in Wilmington has approved an amendment to its $165 million debtor-in-possession credit facility provided by GE Capital. The amendment to the DIP credit facility reduces the interest rate at which the company can borrow money, provides the company additional time to reach key milestones in the chapter 11 process, reduces the required EBITDA milestones and contemplates that holders of the company's senior subordinated notes will be entitled to participate in a rights offering as part of the company's reorganization. In connection with this amendment, the holders of the company's senior subordinated notes and the lenders under the company's term loan credit facility have withdrawn their objections to the DIP credit facility and have reached an understanding in principle with GE Capital on a plan for the company's emergence from chapter 11. The company is working quickly to resolve the open issues and hopes to emerge from chapter 11 as soon as possible. "This amendment to our DIP credit facility and the bondholders' withdrawal of their objections are critical steps towards smoothly and quickly exiting from chapter 11," said Rick Zimmerman, Dayton Superior's President and Chief Executive Officer. "We are encouraged that the parties have resolved their material differences and look forward to efficiently finalizing our capital restructuring process." Specifically, the first amendment to Dayton Superior's Senior Secured Priming and Superpriority Debtor-in-Possession Revolving Credit Agreement, dated April 22, 2009 with General Electric Capital Corporation, as letter of credit issuer, swingline lender and lender and as collateral agent and administrative agent has five primary effects: * To decrease the applicable margin on the interest rate for Eurodollar Rate Loans from 12.00% to 7.50% per annum and for Base Rate Loans from 11.00% to 6.50% per annum. * To contemplate that holders of the Company's senior subordinated notes will be entitled to participate in a rights offering as part of the Company's reorganization. * To provide additional time for the Company to reach certain key milestones without triggering a Termination Event. * To reduce the minimum levels of EBITDA that the Company is required to satisfy. * To reduce the funding fees payable by the Company pursuant to the DIP Credit Agreement. About Dayton Superior Headquartered in Dayton, Ohio, Dayton Superior Corporation -- http://www.daytonsuperior.com/-- makes and distributes construction products. Aztec Concrete Accessories Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern Construction Products Inc., Symons Corporation and Trevecca Holdings Inc. were merged with the Company on December 31, 2004. The Company filed for Chapter 11 protection on April 19, 2009 (Bankr. D. Del. Case No. 09-11351). Keith A. Simon, Esq., Jude M. Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP also represent the Debtor as counsel. Russell C. Silberglied, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., represent the Debtor as Delaware counsel. The Debtor posted $288,709,000 in total assets and $405,867,000 in total debt as of February 27, 2009. DBSD NORTH: Can Hire Garden City as Notice and Claims Agent ----------------------------------------------------------- The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York authorized DBSD North America Inc. and its debtor-affiliates to employ The Garden City Group, Inc. as their notice and claims agent. GCG is expected to, among other things: -- prepare and serve a variety of documents on behalf of the Debtors in the Chapter 11 cases; -- act as claims administrator; and -- provide additional services in conjunction with noticing, claims processing, and balloting administration. Jeffrey S. Stein, vice president of Business Reorganization of GCG, told the Court that the firm will receive a $50,000 retainer for its services and costs. The Debtors are authorized to pay GCG's fees and expenses, and GCG is not required to file fee applications with the Court. Mr. Stein assured the Court that GCG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About DBSD North America Inc. Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. The company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-13061). The Debtors selected The Garden City Group Inc. as their claims agent. When the Debtors sought for protection from their creditors, they listed both assets and debts between $500 million and $1 billion. DBSD NORTH: U.S. Trustee Appoints Three-Member Creditors Committee ------------------------------------------------------------------ The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors in DBSD North America Inc. and its debtor-affiliates' Chapter 11 cases: The Committee members are: 1. Space Systems/Loral, Inc. Attn: Richard P. Mastoloni c/o Loral Space & Communications, Inc. 600 Third Avenue New York, NY 10016 Tel: (212) 338-5605 2. Wildcat Systems LLC Attn: Jeff Jones 13295 Illinois St., Suite 303 Carmel, IN 46032 Tel: (317) 607-6385 3. Wireless Strategy, LLC Attn: Tom Peters P.O. Box 169 McLean, VA 22101 703-506-0041 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About DBSD North America Inc. Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. The company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-13061). The Debtors selected The Garden City Group Inc. as their claims agent. When the Debtors sought for protection from their creditors, they listed both assets and debts between $500 million and $1 billion. DBSI INC: Lack of Adequate Assurance Blocks Sublease Assignment --------------------------------------------------------------- WestLaw reports that the requisite adequate assurance of future performance did not exist, and a Chapter 11 debtor could not assume and assign its previously defaulted sublease with a sublessee that was leasing the property for use as part of its corporate campus. The proposed assignee, after payment of expenses associated with the assumption and assignment, including the $893,355.91 in pecuniary losses that the sublessee had sustained as a result of the debtor's prior default, would have less than $500,000 to fund future expenses. Moreover, given the seven-month period that the sublessee was entitled to occupy the premises rent free, this sum would be insufficient to cover even the interest expense on the loan that it had obtained to acquire the debtor's interest in the leased premises. In re DBSI, Inc., - -- B.R. ----, 2009 WL 1505151 (Bankr. D. Del.). About DBSI Inc. Headquartered in Meridian, Idaho, DBSI Inc. -- <http://www.dbsi.com>http://www.dbsi.com -- operates a real estate company. On November 10, 2008, and other subsequent dates, DBSI and 167 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687). Lawyers at Young Conaway Stargatt & Taylor LLP represent the Debtors as counsel. The Official Committee of Unsecured Creditors tapped Greenberg Traurig, LLP as its bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' notice claims and balloting agent. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million and $500 million each. DELTA PETROLEUM: Pays Roger Parker $4MM Cash & 1MM Shares of Stock ------------------------------------------------------------------ Delta Petroleum Corporation entered into a Severance Agreement with Roger Parker, the company's former chief executive officer and chairman of its board of directors. Pursuant to the Severance Agreement, effective as of the close of business on May 26, 2009, Mr. Parker resigned from his positions as chairman of the board, chief executive officer and as a director of Delta, as well as his positions as a director, officer and employee of Delta's subsidiaries. In consideration for Mr. Parker's resignation and his agreement to (a) relinquish all his rights under his employment agreement, his change-in-control agreement, certain stock agreements, bonuses relating to past and pending transactions benefiting Delta, and any other interests he might claim arising from his efforts as chairman of its board of directors and/or chief executive officer, and (b) stay on as a consultant to facilitate an orderly transition and to assist in certain pending transactions, Delta agreed to: -- pay Mr. Parker $4,700,000 in cash; -- issue to him 1,000,000 shares of Delta common stock; -- pay him the aggregate of any accrued unpaid salary, vacation days and reimbursement of his reasonable business expenses incurred through the effective date of the agreement; and -- provide to him insurance benefits similar to his pre- resignation benefits for a 36-month period. Mr. Parker will receive a portion of the cash consideration in immediately available funds, and the remaining Cash consideration and the shares will be deposited in a rabbi trust and distributed to Mr. Parker on or about Nov. 27, 2009. Delta also agreed to file a registration statement with the Securities and Exchange Commission that registers the resale of the Shares. The Severance Agreement also contains mutual releases and non-disparagement provisions, as well as other customary terms. New Members of the Board On May 27, 2009, Jean-Michel Fonck and Anthony Mandekic were elected to the board of directors of Delta to serve until the 2010 annual meeting of stockholders. Mr. Fonck filled the vacancy left by the resignation of former director Neal Stanley, and Mr. Mandekic was designated as a nominee for election by Tracinda Corporation pursuant to the terms of the Company Stock Purchase Agreement, dated December 29, 2007, between the Company and Tracinda. Under the terms of the Tracinda Agreement, Tracinda is entitled, at all times that it beneficially owns not less than 10% of its outstanding common stock, to designate a number of nominees for election to serve on its board of directors and each of its committees that is equal to Tracinda's pro rata share of stock ownership in Delta multiplied by the number of directors on its board of directors or committee, as the case may be, with any fractional number being rounded to the nearest whole number. As a current holder of approximately 34% of its common stock, Tracinda is entitled to designate an additional two nominees for election to serve on its board of directors, but Tracinda has not designated further nominees at this time. Mr. Fonck is president of Geopartners SAS, a service company for petroleum studies located in France, and is consulting with the firm of JMF-Conseil SARL to various oil companies since 2001. Mr. Fonck was employed by TOTAL SA, serving in various capacities there from 1968 until 2001. During his tenure at TOTAL, he worked in Paris in mathematical applications to geology and exploration venture appraisals, in Indonesia as chief geologist, in Argentina and Egypt as exploration manager and in Paris again as division manager for Exploration New Ventures and International Exploration Coordination. In 1991, Mr. Fonck became president and CEO of the TOTAL exploration and production branch in Houston, and then returned to Paris in 1994 to serve as vice president of Exploration and Reservoir Evaluation for the TOTAL group. Mr. Fonck graduated from Ecole des Mines (Nancy) in 1963. Mr. Mandekic serves as the secretary and treasurer of Tracinda Corporation and has held the position since Tracinda Corporation's inception in 1976. Mr. Mandekic also currently serves as chairman of the Lincy Foundation, a charitable organization founded by Kirk Kerkorian, and has served as its chief financial officer and a director since 1989. Since May of 2006 he has served as a member of the board of directors of MGM Mirage and as a member of its executive committee, diversity committee and compensation committee. In May of 2007 Mr. Mandekic became chairman of the MGM Mirage Compensation Committee. Mr. Mandekic is a graduate of the University of Southern California with a bachelor's degree in Science-Accounting and is a Certified Public Accountant. Neither Mr. Fonck nor Mr. Mandekic has been appointed to any of the board committees. About Delta Petroleum Corporation Headquartered in Denver, Colorado, Delta Petroleum Corporation (NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas exploration and development company. The company's core areas of operations are the Gulf Coast and Rocky Mountain Regions, which comprise the majority of its proved reserves, production and long- term growth prospects. * * * As reported by the Troubled Company Reporter on March 3, 2009, KPMG LLP in Denver, Colorado, raised substantial doubt about Delta Petroleum Corporation's ability to continue as a going concern after auditing the Company's financial statements for the periods ended December 31, 2008, and 2007. The auditors related that the Company has suffered recurring losses from operations, has a working capital deficiency, and was not in compliance with its debt covenants at December 31, 2008. At December 31, 2008, the Company's balance sheet showed total assets of $1.8 billion, total liabilities of $1.1 billion and stockholders' equity of $747.4 million. According to the TCR on March 9, 2009, Moody's Investors Service downgraded Delta Petroleum Corporation's (Delta) $150 million 7% senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD 5, 76%). Moody's also downgraded Delta's Corporate Family Rating to Caa3 from Caa2 and its Probability of Default Rating to Caa3 from Caa2. Delta's Speculative Grade Liquidity rating remains at SGL-4. Moody's said that the outlook is negative. The TCR reported on March 6, 2009, Standard & Poor's Ratings Services said that it lowered the corporate credit rating on exploration and production company Delta Petroleum Corp. to 'CCC' from 'B-'. S&P removed all ratings from CreditWatch with negative implications where they were placed on January 16, 2009, because of concerns about near-term liquidity and covenant compliance. S&P said that the outlook is developing. ECOVENTURE WIGGINS: Condo Agreements Can't Be Splintered -------------------------------------------------------- WestLaw reports that prepetition purchase and sales agreements for the transfer of condominium units which debtor had constructed and accommodation agreements that (i) the debtor and unit purchasers executed either on same date or within one month of execution of the purchase and sales agreements, and (ii) referred to purchasers' acquisition of specific units and indicated that, as an accommodation for proceeding with the purchase, the debtor would grant the purchasers certain rights, including the right to have the debtor use its diligent efforts to market the purchasers' units for sale to third parties -- were in the nature of single indivisible contracts that the debtor had to assume or reject together. In re Ecoventure Wiggins Pass, Ltd., --- B.R. ----, 2009 WL 1491465 (Bankr. M.D. Fla.). Ecoventure Wiggins Pass Ltd. owns a luxury condominium project in Naples, Florida, known as the Aqua at Pelican Isle Yacht Club. The Company and two of its affiliates, Aqua at Pelican Isle Yacht Club Marina Inc. and Pelican Isle Yacht Club Partners, Ltd., filed for Chapter 11 protection on June 24, 2008 (Bankr. M.D. Fla. Case No. 08-09197). Harley E. Riedel, Esq., and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Prosser, represent the Debtors in their restructuring efforts. When the Debtors filed for protection against their creditors, they listed assets of $134,000,000 and debts of $101,000,000. EDGE PETROLEUM: Defers $25 Million Payment for Advances to June 30 ------------------------------------------------------------------ Edge Petroleum Corporation entered into Amendment No. 6 to its Revolving Facility, which amendment eliminates the May 31, 2009, payment obligation and provides that the related $25 million payment for outstanding advances as well as any unpaid interest thereon and all remaining principal, fees and interests amounts under the Revolving Facility are due on June 30, 2009. Parties to Amendment No. 6 are: * Borrower: EDGE PETROLEUM CORPORATION * GUARANTORS: -- EDGE PETROLEUM EXPLORATION COMPANY -- EDGE PETROLEUM OPERATING COMPANY, INC. -- EDGE PETROLEUM PRODUCTION COMPANY -- MILLER EXPLORATION COMPANY -- MILLER OIL CORPORATION * ADMINISTRATIVE AGENT/ISSUING LENDER: -- UNION BANK OF CALIFORNIA, N.A., * LENDERS: -- JPMORGAN CHASE BANK, N.A. -- SUNTRUST BANK -- MIZUHO CORPORATE BANK, LTD. -- BNP PARIBAS -- FORTIS CAPITAL CORP. -- THE FROST NATIONAL BANK -- COMPASS BANK -- U.S. BANK NATIONAL ASSOCIATION -- BANK OF SCOTLAND plc On March 16, 2009, the Company entered into the Consent and Amendment No. 4 to its Fourth Amended and Restated Credit Agreement, as amended which provided for, among other things, that that the Company would make a $25 million payment on May 31, 2009, with all remaining principal, fees and interest amounts under the Revolving Facility to be due and payable on June 30, 2009. A full-text copy of Amendment No. 6 is available for free at http://ResearchArchives.com/t/s?3d93 Edge Petroleum Corp. (NASDAQ: EPEX)is a Houston-based is an independent oil and natural gas company engaged in the exploration, development, acquisition and production of crude oil and natural gas properties in the United States. At December 31, 2007, the Company's net proved reserves were 163.5 billion cubic feet equivalent (Bcfe), comprising 116.6 billion cubic feet of natural gas, 4.8 million barrels of natural gas liquids and 3 million barrels of crude oil and condensate. Natural gas and natural gas liquids accounted for approximately 89% of those proved reserves. Approximately 77% of total proved reserves were developed, as of December 31, 2007, and they were all located onshore, in the United States. On January 31, 2007, the Company completed the purchase of certain oil and natural gas properties located in 13 counties in south and southeast Texas, and other associated assets from Smith Production Inc. (Smith) As reported by the Troubled Company Reporter on February 4, 2009, Edge Petroleum Corp., said that it may be required to seek protection under Chapter 11 of the U.S. Bankruptcy Code if it is unable to address its debt obligations. The Company engaged Akin Gump Strauss Hauer & Feld LLP to act as the company's legal advisor in connection with its evaluation of various financial and strategic alternatives and to represent the Company generally in its ongoing corporate and securities matters as its primary outside counsel. EINSTEIN NOAH: Noteholders Refrain From Redemption of Pref. Stock ----------------------------------------------------------------- Einstein Noah Restaurant Group, Inc., and the holder of the Series Z Preferred Stock, Halpern Denny III, L.P., agreed that, in exchange for the Holder's agreement to refrain from taking actions to enforce the mandatory redemption provisions of the Series Z Preferred Stock, the Company will pay: 1) $20 million to redeem 20,000 shares of Series Z Preferred Stock on June 30, 2009; 2) $3 million to redeem shares of Series Z Preferred Stock on December 31, 2009; 3) $5 million to redeem shares of Series Z Preferred Stock on March 31, 2010; and 4) an additional redemption amount as of the dates of redemption of shares of the Series Z Preferred Stock redeemed after June 30, 2009, as provided in the Certificate of Designations for the Series Z Preferred Stock. In addition, the Company has agreed to redeem all remaining outstanding shares of Series Z Preferred Stock on June 30, 2010. The Company may also increase the amount and frequency of the redemption payments at any time. Shares will be redeemed subject to the legal availability of funds. The parties have also agreed that, if the Company completes an equity offering, the Company will pay any proceeds of the offering, in excess of amounts payable under the credit facility, to the Holder to redeem any outstanding Series Z Preferred Stock. In addition, in the event of a merger or change of control, the outstanding Series Z Preferred Stock will be mandatorily redeemable and the provisions of the Certificate will control. In the event of bankruptcy, the provisions of the Certificate will control. Amendment to Credit Agreement In order to increase flexibility for raising funds to redeem the Series Z Preferred Stock, the Company amended its existing credit facility on May 28, 2009, to permit: i) the incurrence of subordinated debt and replacement equity in the form of another issue of mandatorily redeemable preferred stock, provided that the replacement subordinated debt and preferred stock is not payable or redeemable prior to December 31, 2012, and December 28, 2012; and ii) payment of an increased additional redemption amount at a rate up to 450 bps higher than the highest rate on the Company's funded indebtedness for any unredeemed shares of Series Z Preferred Stock after June 30, 2010. In addition, the amendment to the credit agreement permits commodity forward purchasing contracts in the ordinary course of business. A full-text copy of the AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT is available for free at: http://ResearchArchives.com/t/s?3da0 About Einstein Noah Restaurant Group Inc. Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc. (Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a a retail chain of quick casual restaurants in the United States, specializing in foods for breakfast and lunch. The Company operates locations primarily under the Einstein Bros.(R) Bagels and Noah's New York Bagels(R) brands and primarily franchises locations under the Manhattan Bage(R) brand. The Company's retail system consists of more than 600 restaurants, including more than 100 license locations, in 35 states plus the District of Columbia. At December 30, 2008, the Company's balance sheet showed total assets of $172.9 million, total liabilities of $186.5 million, resulting in a stockholders' deficit of $13.6 million. ELIEZER ALCARAZ: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Eliezer Alcaraz dba Del Pueblo Jewelers 12106 Bedfordshire Dr Bakersfield, CA 93311 Bankruptcy Case No.: 09-15171 Chapter 11 Petition Date: June 3, 2009 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: Whitney Rimel Debtor's Counsel: Lisa Holder, Esq. 4550 California Ave, 2nd Fl Bakersfield, CA 93309 Tel: (661) 395-1000 Total Assets: $1,712,834 Total Debts: $1,527,784 A full-text copy of Mr. Alcaraz's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb09-15171.pdf The petition was signed by Mr. Alcaraz. ENOS LANE: Court Approves Walter & Wilhelm as Bankruptcy Counsel ---------------------------------------------------------------- The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the Eastern District of California authorized Enos Lane Farm Properties, LLC, to employ Walter & Wilhelm Law Group as its counsel. Walter & Wilhelm is expected to, among other things: -- take all necessary actions to protect and preserve the estate; -- prepare on behalf of the estate, all necessary applications, motions, answers, orders, briefs, reports and other papers in connection with the administration of the estate; and -- develop, negotiate and promulgate a Plan of Reorganization. Riley C. Walter, Esq., a member of Walter & Wilhelm, told the Court that the firm received a retainer. The court document did not disclose the amount of the retainer and the hourly rates of the firm's personnel. Mr. Walter assured the Court that Walter & Wilhelm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Walter can be reached at: Walter & Wilhelm Law Group 7110 N. Fresno St., No. 400 Fresno, CA 93720 Tel: (559) 435-9800 About Enos Lane Farm Properties, LLC Bakersfield, California-based Enos Lane Farm Properties, LLC, dba Kern River Raceway, filed for Chapter 11 protection on May 8, 2009 (Bankr. E. D. Calif. Case No. 09-14229). Riley C. Walter, Esq., at Walter & Wilhelm Law Group, represents the Debtor in its restructuring efforts. The Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. ENVIRONMENTAL TECTONICS: Begins Trading on Pink Sheets ------------------------------------------------------ Environmental Tectonics Corporation reported that, effective June 1, 2009, the Company's common stock began trading on the Pink Sheets on the Over-the-Counter Market under the symbol "ETCC". On May 30, 2009, the Company's common stock was delisted from trading on the NYSE AMEX LLC. On May 20, 2009, the Company had filed a Form 25 with the Securities and Exchange Commission and AMEX requesting the delisting of its common stock from AMEX. The board of directors' decision to voluntarily delist its common stock from AMEX resulted from a compliance issue related to certain terms and conditions as contained in the proposed issuance of Series E Preferred Stock to H.F. Lenfest, a significant shareholder and member of the Company's board of directors. ETC was not able to secure the Lenfest financing transaction on terms that would allow ETC to comply with the AMEX listing rules. The Company has applied to have its common stock traded on the Over-the-Counter Bulletin Board. Given the light trading volume of its common stock, the Company believes that investors will be adequately served by trading on the OTC-BB. Additionally, to function as a market maker in the Company's stock, an independent broker-dealer has filed a Form 211 with the Financial Industry Regulatory Authority which is under review. The Company has also applied for listing in Mergent Investor Relations Services fka Moody's. Listing in Merchant will allow its investors to access current information about the Company. The Company intends to continue to comply with its reporting obligations under the Securities Exchange Act of 1934. About Environmental Tectonics Southampton, Pennsylvania-based Environmental Tectonics Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs, develops, installs and maintains aircrew training systems (aeromedical, tactical combat and general), disaster management training systems and services, entertainment products, sterilizers (steam and gas), environmental testing products, hyperbaric chambers and related products for domestic and international customers. * * * At November 28, 2008, the Company's balance sheet showed total assets of $30.4 million, and total liabilities of $43.1 million, resulting in a stockholders' deficit of about $12.7 million. EVERGREEN INTERNATIONAL: S&P Puts 'B-' Rating on Negative Watch --------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings, including its 'B-' corporate credit rating, on Evergreen International Aviation Inc. on CreditWatch with negative implications. The rating action reflects S&P's increased concerns over the company's vulnerability to profit pressures, given its constrained liquidity, limited covenant cushion, and high debt service obligations. The ratings on Evergreen reflect the company's participation in a cyclical, competitive, and capital-intensive industry and its highly leveraged capital structure. The company's established position in certain narrow market segments and its long-standing relationship with many key customers somewhat offset these risks. Evergreen derives the majority of its revenues and operating profits from Evergreen International Airlines, its heavy airfreight transportation subsidiary. The company also provides ground logistics services, aircraft maintenance and repair services, helicopter and small aircraft services, and aviation sales and leasing. Military demand, which significantly contributes to Evergreen's revenues and earnings, is an important driver of revenues and earnings in the airline business. Military demand remains relatively healthy. However, the commercial sector, which Evergreen also serves, has experienced a decline in demand as a result of the global economic downturn, which is likely putting some pressure on operating results in this segment. The ground logistics business is also experiencing profit pressures, largely due to the decline in postal volumes. "In resolving the CreditWatch listing, Standard & Poor's will assess Evergreen's current and projected liquidity position and operating outlook," said Standard & Poor's credit analyst Lisa Jenkins. "If it appears that liquidity will become more constrained, either as a result of covenant issues or operating pressures, S&P is likely to lower the ratings," she continued. EXTERRAN HOLDINGS: S&P Assigns 'BB' Rating on $250 Mil. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating to Exterran Holdings Inc.'s (BB/Stable/--) $250 million convertible senior unsecured notes due 2014, the same as the corporate credit rating on the company. The recovery rating on this debt is '4', indicating that lenders can expect average (30% to 50%) recovery in the event of default. In addition, the issue- level ratings will not be affected if the underwriters exercise the option granted by the company to purchase up to $37.5 million of additional notes to cover overallotments. In connection to the offering, S&P expects the company to enter into convertible note hedge transactions to reduce potential dilution of the company's common stock. The compression company will use the proceeds to repay borrowings under its revolving credit facility and asset-backed securitization facility, and for the associated convertible note hedge transaction. "Following the notes offering, S&P expects Exterran's financial measures to remain in line for the ratings and its liquidity to improve as availability under the credit facilities increases," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. Houston, Texas-based Exterran provides natural gas compression products and services to companies that produce, process, gather, and store natural gas. The company is the largest domestic provider of gas compression services. Exterran also has a growing international contract compression services business as well as operations for production and processing, fabrication, and after- market sales. Ratings List Exterran Holdings Inc. Corporate Credit Rating BB/Stable/-- Ratings Assigned Exterran Holdings Inc. $250 Mil. Conv. Sr Unsec. Notes Due 2014 BB Recovery Rating 4 FLEETWOOD ENTERPRISES: Files AIP Asset Purchase Agreement With SEC ------------------------------------------------------------------ Fleetwood Enterprises, Inc., delivered to the Securities and Exchange Commission an Asset Purchase Agreement it entered into with AIP RV Acquisition Company LLC on May 29, 2009. As reported by the Troubled Company Reporter on June 5, 2009, under the terms of the Purchase Agreement, the Purchaser agreed to purchase substantially all of the motorized recreational vehicle business assets of the Sellers -- other than the Sellers' real properties located in Riverside, California and Paxinos, Pennsylvania -- for $53,000,000 in cash, less the value of certain liabilities to be assumed by the Purchaser that is not to exceed $18,000,000 and subject to certain adjustments. The closing of the proposed transaction is subject to certain closing conditions and completion of the bankruptcy court approval process, each as specified in the Purchase Agreement. The net proceeds of the transaction, after paying costs associated with the transaction, will be used to satisfy the obligations of the Company and its subsidiaries to their creditors. The Company does not anticipate that there will be proceeds ultimately available to the Company from this transaction and other potential asset sales sufficient, after payments to creditors, to result in any distribution to the stockholders of the Company. A full-text copy of the Asset Purchase Agreement is available for free at: http://researcharchives.com/t/s?3da9 About Fleetwood Headquartered Riverside, California, Fleetwood Enterprises -- http://www.fleetwood.com/-- produces recreational vehicles and manufactured homes. Fleetwood motor home products are distributed through a nationwide network of approximately 150 dealers. The Company and 19 of its affiliates filed for Chapter 11 protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., at Gibson, Dunn & Crutcher LLP, represents the Debtors in their restructuring efforts. The Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant, and Greenhill & Co. LLC as financial advisor. FLORIDA TRUCKING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Florida Trucking Co., Inc. 5115 Joanne Kearney Blvd. Tampa, FL 33619 Bankruptcy Case No.: 09-11791 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Florida Equipment Company, LLC 09-11792 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Caryl E. Delano Debtor's Counsel: Stephen R. Leslie, Esq. Stichter, Riedel, Blain & Prosser 110 East Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Email: sleslie.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Alan G. Payne, president of the Company. FLYING J: Wants Plan Filing Period Extended Until October 28 ------------------------------------------------------------ Flying J Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a plan until October 28, 2009, and their exclusive period to solicit acceptances of that plan until December 19, 2009. The Debtors relate that an extension of the exclusive periods will provide them adequate time to assess and pursue all alternative options with respect their Chapter 11 cases. If approved, this will be the second extension of the Debtor's exclusive periods. As first extended, the Debtors' exclusive periods to file a plan and solicit acceptances will expire on June 24, 2009, and August 21, 2009, respectively. Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is engaged in the exploration and refining of petroleum products. It also operates about 200 travel plazas in 41 states and six Canadian provinces. The Company and six of its affiliates filed for Chapter 11 protection on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. FORD MOTOR: Will Provide $125 Million of DIP Financing to Visteon ----------------------------------------------------------------- Visteon Corporation has entered into a commitment letter with Ford Motor Company on May 28, 2009. Under the agreement, Ford agreed, among other things, to provide no less than $125 million of financing under the terms of a senior, super-priority debtor-in- possession revolving credit facility to the Company and each of its domestic subsidiaries as debtors and debtors in possession under Chapter 11 of the United States Bankruptcy Code. The terms of the DIP Facility, including the aggregate size and permitted uses, remain subject to contingencies, including receipt of commitments from customers of the Debtors other than FMC to participate in the DIP Facility. The DIP Commitment is subject to significant conditions, including, among other things, the execution and delivery of definitive documents acceptable to FMC, agreement on a budget acceptable to FMC as to permitted uses of the DIP Facility and other customary lending conditions that will be set forth in such definitive agreements. Prior to entering into any definitive agreements relating to the facility, the Debtors will be required to obtain the approval of the United States Bankruptcy Court for the District of Delaware. The DIP Commitment expires on June 30, 2009. Visteon's bankruptcy filing created an event of default under each of the company's debt instruments. Term Loan Credit Facilities Visteon's Amended and Restated Credit Agreement dated April 10, 2007, provides for (1) a $1.0 billion term loan due June 13, 2013 and (2) a $500 million term loan due December 13, 2013. The Term Loan Credit Facilities are secured by first priority liens on certain assets of the Company and certain of its foreign subsidiaries, intellectual property, foreign intercompany debt, capital stock of foreign stock holding companies and 65% of the capital stock of certain of its foreign subsidiaries, as well as a second priority lien on substantially all other assets of the company and its domestic subsidiaries. Upon Visteon's bankruptcy filing, the outstanding principal of all loans, accrued interest thereon and other obligations of the Company under the Term Loan Credit Facilities became immediately due and payable without any action on the part of the administrative agent or the lenders. ABL Credit Facility Visteon's Credit Agreement dated August 14, 2006, provides for available borrowings of up to $350 million, depending on various factors including outstanding letters of credit, the amount of eligible receivables, inventory and property and equipment. The ABL Credit Facility is secured by a first priority lien on certain assets of the company and its domestic subsidiaries and their equity interests, domestic intercompany debt, aircrafts, certain cash accounts and any real property owned or leased by the company and its domestic subsidiaries as well as a second priority lien on the Term Loan Priority Collateral. Upon the filing of the Cases, the lenders' obligation to loan additional money to the Company terminated and the outstanding principal of all loans, accrued interest thereon and other obligations of the Company under the ABL Credit Facility became immediately due and payable without any action on the part of the administrative agent or the lenders. The current principal amount outstanding under the ABL Credit Facility (including letters of credit issued thereunder) is approximately $147 million. 8.25% Notes due August 1, 2010 Under the terms of the 8.25% Notes, the trustee or the holders of not less than 25% in aggregate principal amount of all of the securities outstanding under the indenture governing the 8.25% Notes (voting as a single class) may declare the entire principal amount of such securities immediately due and payable upon written notice to the company as a result of the bankruptcy filing. The current principal amount outstanding under the 8.25% Notes is approximately $206 million. 7.00% Notes due March 10, 2014 Under the terms of the 7.00% Notes, the trustee or the holders of not less than 25% in aggregate principal amount of all of the securities outstanding under the indenture governing the 7.00% Notes (voting as a single class) may declare the entire principal amount of such securities immediately due and payable upon written notice to the company as a result of the bankruptcy filing. The current principal amount outstanding under the 7.00% Notes is approximately $450 million. 12.25% Notes due December 31, 2016 Under the terms of the 12.25% Notes, the entire principal amount of the 12.25% Notes outstanding became immediately due and payable without any action on the part of the trustee or the note holders as a result of the bankruptcy filing. The current principal amount outstanding under the 12.25% Notes is approximately $206 million. The ability of the Debtors' creditors to seek remedies to enforce their rights under the credit facilities is stayed as a result of the bankruptcy filing, and the creditors' rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) 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. FREMONT GENERAL: Files Chapter 11 Plan and Disclosure Statement --------------------------------------------------------------- On June 1, 2009, Fremont General Corporation filed a Chapter 11 Plan of Reorganization and disclosure statement with the U.S. Bankruptcy Court for the Central District of California. Plan Terms Pursuant to the Plan, General Unsecured Claims, estimated to range from $222,171,214 to $241,003,550, will receive a [semi-annual] pro rata distribution of Distributable Cash, until the claim has been satisfied, including payment of post-petition interest, as applicable. Fremont estimates a 100% recovery for this class. Allowed TOPrS Claims, estimated at $107,467,913, will also receive a [semi-annual] pro rata distribution of the Distributable Cash until the claim has been satisfied, including payment of post- petition interest, as applicable. Estimated recovery is 100%. Holders of Equity Interests will receive Series A Equity Trust Interests under the Plan in an amount equal to the number of shares of the Debtor's common stock owned by said holder. As of the petition date, approximately 82,116,179 shares of the Debtor's common stock had been issued. Means of Implementation As of April 30, 2009, the Debtor had $26,525,397 in Unrestricted Cash, which the Debtor admits is insufficient to pay in full all General Unsecured Claims and claims of Fremont General Financing I under the 9% Junior Subordinated Debenture due March 31, 2026 -- the TOPrS Claims. Fremont says that the satisfaction of these claims will be entirely contingent upon the Reorganized Debtor's ability to successfully realize upon its substantial investment in its non-debtor subsidiary, Fremont Reorganizing Corporation, f/k/a Fremont Investment & Loan. FRC, at one time one of the nation's largest originators of subprime loans, discontinued its subprime lending activities in 2007. In its amended schedules, Fremont General assigned a $278,481,263 value to its indirect interest in FRC, subject to certain qualifications. The Debtor cautions that projected recoveries will necessarily be affected by the outcome of the anticipated objections to allowance of disputed claims. The Debtor says that 900 proofs of claim aggregating approximately $1,100,000,000 have been filed in its bankruptcy case. The Debtor believes that many of these asserted claims are invalid or inflated. Classifications of Claims and Interests The Plan groups claims against and interests in the Debtor into 5 classes and subclasses: Impaired/ Class Description Unimpaired Voting Status ----- ------------------------ ---------- ------------- 1 Priority Non-Tax Claims Unimpaired Deemed to Accept 2A General Unsecured Claims Impaired Entitled to Vote 2B TOPrS Claims Impaired Entitled to Vote 3A Equity Interests Impaired Entitled to Vote 3B Section 510(b) Claims Impaired Entitled to Vote The Debtor intends to seek confirmation of its Plan notwithstanding the rejection or deemed rejection the Plan by any impaired class of claims or equity interest under the "cramdown provisions" of the Bankruptcy Code. Section 1129(b) provides that a Plan may be confirmed if the Plan "does not discriminate unfairly: and is "fair and equitable" with respect to any dissenting impaired class. A full-text copy of Fremont's Chapter 11 Plan is available for free at: http://bankrupt.com/misc/Fremont.Ch11Plan.pdf A full-text copy of the disclosure statement with respect to Fremont's Chapter 11 Plan is available for free at: http://bankrupt.com/misc/Fremont.DS.pdf About Fremont General Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at September 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's Noticing Agent and Claims Processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. The Debtor filed with the Court an amended schedule of its assets and liabilities on October 30, 2008, disclosing $330,036,435 in total assets and $326,560,878 in total debts. FRIENDS HEATING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Friends Heating & Cooling, Inc. dba One Hour Heating & Air Conditioning P.O. Box 6727 Charleston, WV 25362 Bankruptcy Case No.: 09-20602 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Southern District of West Virginia (Charleston) Judge: Ronald G. Pearson Debtor's Counsel: Joseph W. Caldwell, Esq. Caldwell & Riffee P.O. Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Fax: (304) 925-2193 Email: joecaldwell@verizon.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 a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wvsb09-20602.pdf The petition was signed by Timothy B. Simmons, secretary of the Company. GAMBLIN ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Gamblin Enterprises, Inc. dba All American Metal Finishing 926 5th Avenue South Kent, WA 98032 Bankruptcy Case No.: 09-15484 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Western District of Washington (Seattle) Debtor's Counsel: Matthew R. King, Esq. Wershow & Ritter Inc PS 710 2nd Ave., Ste 700 Seattle, WA 98104 Tel: (206) 223-0868 Email: matking@verizon.net Total Assets: $1,567,181 Total Debts: $1,336,521 A full-text copy of the Debtor's petition, including a list of its 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wawb09-15484.pdf GENERAL MOTORS: Has Paid $24MM to Financial Adviser Evercore ------------------------------------------------------------ Bloomberg reports that General Motors Corp. has paid financial adviser Evercore Partners Inc. some $24.1 million in fees before it filed for Chapter 11 bankruptcy protection. Evercore Managing Director J. Stephen Worth said in court documents that GM will owe the company another $13 million if it closes the planned sale of most of its assets to an entity controlled by the U.S. Treasury. Mr. Worth said in a statement that Evercore will also receive a fee of $2.5 million for advising GM on the $33.3 billion bankruptcy loan from the Treasury, subject to approval by the bankruptcy court. Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Seeks to Pay Prepetition Supplier Claims -------------------------------------------------------- General Motors Corporation and its debtor-affiliates sought and obtained authority on an interim basis from the U.S. Bankruptcy Court for the Southern District of New York to pay prepetition claims of certain vendors, suppliers, service providers, and similar entities that are essential to maintaining the going concern value of the Debtors' business enterprise. These vendors, according to their Debtors' proposed counsel, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, are essential to maximizing value because either they are the only source for a particular part, supply, or service, or obtaining a replacement source would entail substantial delay or significantly increased costs. Mr. Karotkin said during the June 1, 2009, first day hearing that it would take weeks, even months, for the Debtors to find replacement suppliers. Support for the Essential Vendors is further justified because many of these companies will not be able to sustain their own operations unless their outstanding prepetition obligations are paid, Mr. Karotkin asserted. The failure of the Essential Vendors would result in the Debtors losing the ability to obtain parts and supplies in a manner necessary to operate their facilities or to effectuate the proposed 363 Transaction in an orderly and efficient manner. Examples of the Essential Vendors are companies that provide the Debtors with (i) product parts; (ii) machinery, equipment, and tooling; and (iii) maintenance, repair, logistics, and other service items. Essential Vendors Claims To minimize the amount of payments required, the Debtors will identify Essential Vendors in their business judgment and as circumstances warrant. The Debtors will condition the payment of Essential Vendor Claims on an agreement of that Essential Vendor to continue supplying goods and services on Customary Trade Terms. If an Essential Vendor refuses to furnish goods or services to the Debtors on Customary Trade Terms following receipt of payment of its Essential Vendor Claim or fails to comply with its Trade Agreement, then the Debtors will declare that any Trade Agreement between the Debtors and that Essential Vendor is terminated, and all payments made to that Essential Vendor with respect to its Essential Vendor Claim be deemed to have been made in payment of the Essential Vendor's then-outstanding postpetition claims. The Debtors reserve the right to seek an order of the Court requiring that the Essential Vendor immediately repay the Debtors the amount of any payment made to it in excess of the postpetition claim of that Essential Vendor without giving effect to any rights of setoff or reclamation. Any Trade Agreement terminated as a result of an Essential Vendor's refusal to comply with its terms may be reinstated if: (a) that determination is subsequently reversed by the Court, for good cause shown that the determination was materially incorrect; (b) the default under any Trade Agreement was fully cured by the Essential Vendor not later than five business days following the Debtors' notification to the Essential Vendor that a default had occurred; or (c) the Debtors reach a favorable alternative resolution with the Essential Vendor. Financially Distressed Suppliers With respect to certain of the Debtors' suppliers and service providers, many of which are sole-source suppliers which generate a substantial portion of their revenues from the Debtors, the timely payment of prepetition invoices may not be enough to sustain their operations and thereby assure an ongoing source of supply of critical goods and services for the Debtors' assembly facilities, asserted. Accordingly, the Debtors said they have provided certain financial and operational assistance to their most distressed suppliers and vendors -- including Delphi Corporation -- to help assure the continuation of their businesses. The Debtors related that this assistance can take several forms including, but not limited to: (a) purchasing the raw material or finished goods inventory used in the manufacturing process for the Debtors' goods, which raw material inventory is subject to a bailment agreement in favor of the Debtors; (b) providing lump sum subsidies or surcharge payments in order to address near term liquidity; (c) lending moneys to a supplier either through purchasing a participation in an existing credit facility of the supplier or by lending funds directly to the supplier or reimbursing certain operational expenses, in each case, pursuant to appropriate documentation; (d) accelerating the payment of the invoices of a troubled supplier or vendor, again in order to address a near term liquidity need; and (e) limiting rights of setoff and recoupment. Mr. Karotkin asserted that the Troubled Supplier Assistance is critical to their operations and ability to assure the continued operation of their assembly plants and resumption of production at plants which have temporarily shutdown. To minimize the amount of payments required, Mr. Karotkin told the Court they will identify suppliers requiring this assistance as circumstances warrant. In view of the importance of Troubled Supplier Assistance to the ongoing operations of the GM enterprise, the Debtors sought and obtained the Court's authority to continue providing Troubled Supplier Assistance and to make all payments and extend all accommodations whether related to the period prior to or after the Petition Date. The Debtors ask the Court for authority to continue providing financial and operational assistance to their most financially and operationally distressed suppliers and vendors and to make all payments and extend all accommodations pursuant thereto, whether related to the period prior to or after the Petition Date, in the ordinary course of the Debtors' businesses. Treasury Auto Supplier Support Program The Debtors also seek Court's authority to continue their participation in the United States Treasury Auto Supplier Support Program, which gives necessary support to suppliers during this unprecedented period of economic upheaval. The Debtors maintained that the UST Supplier Program is designed to stabilize the auto supply base and restore credit flows to this critical sector of the American economy. "By participating in the UST Supplier Program[,] the Debtors will enable certain of their suppliers to sell goods to the Debtors, and in turn sell the receivables for those goods sold into the UST Supplier Program at a discount," Mr. Karotkin said. "This will provide suppliers with desperately needed funding to continue operating their businesses and help unlock credit more broadly in the supplier industry." Moreover, the Debtors noted, through the UST Supplier Program, suppliers are assured timely payments for sold goods, and the Debtors are assured that their supplier base will remain financed and able to produce the essential parts and supplies necessary to manufacture automobiles. * * * Judge Gerber will convene a hearing on June 25, 2009, to consider final approval of the request, including the requests by the Debtors to continue providing financial assistance to financially troubled suppliers, like Delphi Corp., and their request to continue their participation in the UST Supplier Program. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Seeks to Pay $120MM Foreign Vendor Claims --------------------------------------------------------- General Motors Corporation and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to pay, in the ordinary course of business, about $120 million of prepetition obligations to vendors, service providers, regulatory agencies, and governments located in foreign jurisdictions. The Debtors also ask the Court to direct their banks and other financial institutions to receive, process, honor, and pay, checks or electronic transfers used to pay the prepetition debts to the Foreign Creditors without further Court order. Given the difficulty of enforcing the automatic stay in foreign jurisdictions if the creditor as to which enforcement is sought has no presence in the United States, there is the real risk that Foreign Creditors may attach or seize the Debtors' foreign assets even prior to obtaining a judgment, thereby potentially disrupting operations, the Debtors' proposed counsel, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, points out. As a result, despite the commencement of these cases and the imposition of the automatic stay, the Foreign Creditors likely would be able to immediately pursue remedies and seek to collect prepetition amounts owed to them, he says. Mr. Karotkin asserts that paying the Foreign Creditors is necessary because the Debtors are using the "just-in-time" supply method for manufacturing their vehicles. The Debtors do not keep in stock a significant inventory of the components supplied by many of the Foreign Creditors, making them rely on frequent shipments from the Foreign Creditors to assure continued operation of their facilities. To maximize the value of paying the prepetition Foreign Claims, the Debtors propose that: (a) In exchange for payment of their prepetition claims, the Foreign Creditors continue to provide goods and services to the Debtors on the most favorable terms in effect between that Foreign Creditor and the Debtors in the 12-month period before the Petition Date, or on other favorable terms as the Debtors and the Foreign Creditor may otherwise agree. (b) The Customary Trade Terms apply for the balance of the term of the Foreign Creditor's agreement with the Debtors, provided that the Debtors pay for the goods and services pursuant to the payment terms in the agreement. (c) If any Foreign Creditor is paid with respect to its prepetition claim and thereafter does not continue to provide goods, services, or other items to the Debtors on Customary Trade Terms, any payments made will be deemed an avoidable postpetition transfer under Section 549 of the Bankruptcy Code and will be recoverable by the Debtors in cash upon written request. The Foreign Creditors' claim will be reinstated as a prepetition claim for the amount recovered. (d) They obtain written verification, before paying a Foreign Creditor, that the Foreign Creditor will continue to provide them goods and services on proposed Customary Trade Terms, provided that the absence of a written verification will not limit the Debtors' rights. Mr. Karotkin asserts that payment of the Foreign Claims will assure the orderly operation of the Debtors' businesses and will avoid costly disruptions and irreparable harm to the Debtors. The Debtors disclose that they are concurrently filing a separate motion to authorize payment of the prepetition claims of certain essential suppliers, vendors and service providers, who, in some instances, are Foreign Creditors. The amount sought to be expended in the Foreign Creditor Payment Motion does not take into account the overlap, the Debtors note. * * * Judge Gerber authorized the Debtors, in the interim, to pay their prepetition Foreign Creditor obligations, pending final hearing on the motion on June 25, 2009. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Court Allows Payment of Customer Obligations ------------------------------------------------------------ Before their bankruptcy and in the ordinary course of their business, General Motors Corporation and its debtor-affiliates, offered certain customer programs and engaged in certain customer practices to develop and sustain a positive reputation in the marketplace for their services and to engender customer loyalty: (1) Warranty and Service Programs GM provides a written warranty of various parts, systems, and accessories in connection with the retail sale of its parts and motor vehicles. Dealers, in turn, agree to perform repairs on qualified vehicles upon the owner's request and in some very limited circumstances, arrange for the repurchase of the vehicle. During 2008, the Debtors accrued about $273 million per month in obligations in connection with the Warranty and Service Programs for Consumers and Fleet Customers. At times, the Debtors also reimburse customers for out-of-pocket expenses or inconvenience in connection with informal claims for alleged individual problems with the quality or performance of the GM vehicles purchased or leased, or with the purchased automotive parts and accessories that arise from, but are not covered by the written warranties, that are nevertheless considered part of the Debtors' Warranty and Service Programs for Consumers and Fleet Customers. In 2008, the Debtors accrued $3 million monthly for obligations in connection with these customer satisfaction efforts. (2) Recall Programs The Debtors sometimes are required by federal law to institute recall campaigns to correct suspected defects in vehicles to comply with applicable law and maintain public confidence in the quality of the Debtors' brands and the safety of their vehicles. As of the Petition Date, the Debtors owe Dealers $173.2 million under the Recall Programs. (3) GM Card Program The Debtors maintain several credit card affinity programs maintained by third party financial institutions whereby GM provides reward points redeemable for discounts on GM-branded automotive products in exchange for fees and a share of revenues generated by use of the credit cards. Continuation of the GM Card Program allows the redemption of points by potential customers who might otherwise not purchase a GM product. Prohibiting the further redemption of points would send the wrong message to customers about the viability of GM. (4) Sales Incentive Programs The Debtors in the ordinary course of business provide certain rebates, sales allowances, and other incentives to support the development, promotion, and marketing of GM-branded vehicles. They incur liabilities for the Sales Incentive Programs based upon the terms of their agreements with the relevant customers. As of the Petition Date, $412 million was due and owing to Dealers under the Sales Incentive Programs. (5) Dealer Support Programs To ensure the success and financial stability of GM's Dealer network, GM has implemented a variety of Dealer support programs that facilitate (i) cash flows between GM and its Dealers, (ii) Dealers' ability to finance their inventory, and (iii) shared advertising by regionally affiliated Dealer associations. Pursuant to four Dealer Support Programs: (a) Dealers are entitled to a refund equal to 3% of each vehicle Manufacturer's Suggested Retail Price. These payments, called "holdbacks" accumulate over time and provide GM with a steady cash reserve to ensure that GM will have positive cash flow with each of its dealerships. Dealers receive refunds of "holdbacks" on either a monthly or quarterly basis. (b) Dealers are entitled to a refund of 2% to 2.5% of MSRP as part of GM's wholesale floor-plan support program. Like the holdback, Dealers receive refunds for floor-plan support on either a monthly or quarterly basis. (c) The Debtors also participate in programs with their Dealers that obligate the Debtors to support future regional-marketing efforts. Dealers benefit from this program because the Debtors are able to coordinate marketing campaigns on a regional basis for multiple Dealers. Moreover, Dealers obtain cost efficiencies by receiving marketing support from the Debtors and from combining their marketing efforts with other Dealers. (d) Dealers are entitled, from time to time, to reimbursement for certain costs associated with product marketing, vehicle delivery and handling. As of Petition Date, the Debtors owe $677 million for accrued and unpaid liabilities with respect to Dealer Support Programs. (5) Vehicle Repurchase Programs The Debtors entered into agreements relating to certain fleet transactions, particularly with daily rental-car customers, which require that the Debtors guarantee the repurchase of customers' fleet vehicles at contractually agreed upon depreciation values. The vehicles are then made available for sale in the used vehicle market. As of the Petition Date, outstanding liabilities under the Vehicle Repurchase Programs total $2.7 billion. This amount, however, does not take into account the $1.7 billion in revenue generated by the Debtors from the resale of the repurchased vehicles, which provides a substantial offset to these payments. This expenditure, although significant in amount, is a necessary element to maintain existing Fleet Customers and secure new Fleet Customers, the Debtors. (6) Trade Customer Programs The Debtors offer rebates for pre-approved marketing initiatives, rebates for success in satisfying certain specified strategic sales targets, credits for certain inventory returns, and credits based on purchase volume that can be redeemed for merchandise. As of the Petition Date, the Debtors owed $63 million to Trade Customers for Trade Customer Programs. Accordingly, the Debtors sought and obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to pay and honor obligations incurred before the Petition Date under their Customer Programs. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Has Until July 30 to File Schedules & Statements ---------------------------------------------------------------- Section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of the Bankruptcy Procedure require General Motors Corporation and its debtor-affiliates to file their (i) schedules of assets and liabilities, (ii) schedules of executory contracts and unexpired leases, and (iii) statements of financial affairs within 15 days after their bankruptcy filing. The size and complexity of the Debtors' operations have not given them and their professionals the opportunity to gather the necessary information to prepare and file their schedules of assets and liabilities and statements of financial affairs, their proposed counsel, Stephen Karotkin, Esq., at Weil Gotshal & Manges, LLP in New York, tells the U.S. Bankruptcy Court for the Southern District of New York. To prepare their Schedules and Statements, the Debtors must compile information from books, records, and documents relating to hundreds of thousands of claims, assets, and contracts. This information is voluminous and is located in numerous places throughout the Debtors' organization, Mr. Karotkin says. Collecting the necessary information requires the Debtors and their employees to expend an enormous amount of time and effort. In this regard, at the Debtors' behest, the Court extended until July 30, 2009, the deadline by which they have to file their Schedules and Statements. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENESCO INC: Q1 Results Won't Affect Moody's 'B1' Corp. Rating -------------------------------------------------------------- Moody's Investors Service stated that Genesco Inc.'s debt ratings and stable outlook are unchanged following the announcement of favorable Q1 results. Moody's last rating action for Genesco occurred on March 20, 2008, when its B1 corporate family rating was confirmed with a stable outlook. Genesco Inc., headquartered in Nashville, Tennessee, operates 2,236 footwear and headwear stores under the Journeys, Journeys Kidz, Shi by Journeys, Underground Station, Hat World, Lids, Hat Zone, Hat Shack, Cap Connection, Head Quarters and Johnston & Murphy nameplates. The company's wholesale brand names consist of Johnston & Murphy and Dockers. Revenue for the twelve months ended May 2, 2009, exceeded $1.5 billion. GENMAR HOLDINGS: Wells Fargo & Fifth Third Pledge DIP Financing --------------------------------------------------------------- Minneapolis Star Tribune reports that Genmar Holdings Inc. said that it has received commitment for a debtor-in-possession financing proposal from its secured creditors, Wells Fargo & Co. and Fifth Third Bank Daniel McCoy at Wichita Business Journal relates that Wichita Marine general manager Tracy Carrell said that she received a letter guaranteeing the warranties on Genmar boats, after Genmar Holdings filed for Chapter 11 bankruptcy. According to Business Journal, Genmar Holdings owns 15 different brands of boats, which means that dealers everywhere are impacted. Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates, including Genmar Holdings, Inc. -- http://www.genmar.com/-- make recreational boats. The Debtors filed for Chapter 11 bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537). James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson & Byron, PA, assist the Debtors in their restructuring efforts. The Debtors listed $10 million to $50 million in assets and $100 million to $500 million in debts. GEORGIA GULF: Extends Senior Notes Exchange Offers Until June 15 ---------------------------------------------------------------- Georgia Gulf Corporation extended the early participation deadline and the expiration date for its private exchange offers to exchange its outstanding 7.125% Senior Notes due 2013, 9.5% Senior Notes due 2014 and 10.75% Senior Subordinated Notes due 2016 until 12:00 midnight, New York City time June 15, 2009. The exchange offers provide for the exchange of the three issues of outstanding notes for $250,000,000 aggregate principal amount of 15% Senior Secured Second Lien Notes due 2014 and 6,922,255 shares of Georgia Gulf common stock. Each exchange offer will expire at 12:00 midnight, New York City time, on June 15, 2009, unless extended. As of May 29, 2009, approximately $18.8 million, $14.6 million and $150 thousand of the outstanding $100 million, $500 million and $200 million in principal amount outstanding of the 2013, 2014 and 2016 notes had been tendered in the exchange offers. Full details of the exchange offers and related consent solicitations are included in the offering memorandum for these exchange offers, copies of which are available to Eligible Holders from Global Bondholder Services Corporation, the information agent, by calling (212) 430-3774 or toll free at (866) 873-7700. About Georgia Gulf Georgia Gulf Corporation is a manufacturer and international marketer of two integrated chemical product lines, chlorovinyls and aromatics. The Company's primary chlorovinyls products are chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins and vinyl compounds. Its aromatics products are cumene, phenol and acetone. The Company has four business segments: chlorovinyls; window and door profiles, and moldings products; outdoor building products, and aromatics. As of December 31, 2008, the Company's balance sheet showed total assets of $1.61 billion and total liabilities of $1.75 billion resulting in total stockholders' deficit of $139.92 million. As of December 31, 2008, the Company had $90 million of cash on hand as well as $143 million of borrowing capacity available under its revolving credit facility. The Company reduced net debt by $83 million during 2008 and was in compliance with its debt covenants for the quarter ended December 31, 2008. At March 31, 2009, the Company had $1.56 billion in total assets and $1.66 billion in total liabilities, resulting in $97.3 million stockholders' deficit. * * * As reported in the Troubled Company Reporter on May 26, 2009, Moody's Investors Service lowered Georgia Gulf Corporation's Probability of Default Rating from Caa3 to Caa3/LD reflecting the deemed limited default due to the non-payment of interest on its 9.5% Guaranteed Sr. Unsecured Notes due 2014 and the 10.75% Sr. Subordinated Notes due 2016. Georgia Gulf is currently operating under a forbearance agreement with these noteholders and this debt is subject to an exchange offer. GIL MEJIA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Joint Debtors: Gil Emmanuel A. Mejia Rebecca Danielle Mejia 13715 Springer Lane Tampa, FL 33625 Bankruptcy Case No.: 09-11798 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Sheila D. Norman, Esq. Norman and Bullington, P.A. 1905 West Kennedy Blvd Tampa, FL 33606 Tel: (813) 251-6666 Fax: (813) 254-0800 Email: sheila@normanandbullington.com Total Assets: $2,502,161 Total Debts: $2,614,224 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-11798.pdf The petition was signed by the Joint Debtors. GTC BIOTHERAPEUTICS: Shareholders OK Amendment to 2002 Equity Plan ------------------------------------------------------------------ GTC Biotherapeutics, Inc., disclosed in a filing with the Securities and Exchange Commission that at its annual meeting of shareholders held on May 27, 2009, the Company's shareholders approved an amendment to its amended and restated 2002 Equity Incentive Plan. The amendment in the 2002 Plan is intended to increase the number of shares of its common stock available for issuance under the 2002 Plan. After giving effect to the 1-for-10 reverse split of its common stock that the Company effected on May 26, 2009, the amendment increased the aggregate number of post-split shares of its common stock immediately available for issuance by 200,000 shares to an aggregate of 1,050,000 shares, subject to further adjustment for stock-splits and similar changes. The amendment of the 2002 Plan was adopted by its board of directors, subject to stockholder approval, and became effective upon the receipt of stockholder approval on May 27, 2009. About GTC Biotherapeutics Headquartered in Framingham, Massachusetts, GTC Biotherapeutics, Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops, supplies, and commercializes therapeutic proteins produced through transgenic animal technology. The Company is also developing a portfolio of recombinant human plasma proteins with known therapeutic properties. The company also has a monoclonal antibody portfolio focused on follow-on biologics, including a CD20 monoclonal antibody. The intellectual property of the company includes a patent in the United States through 2021 for the production of any therapeutic protein in the milk of any transgenic mammal. Its transgenic production platform is particularly well suited to enabling cost effective development of proteins that are difficult to express in traditional recombinant production systems as well as proteins that are required in large volumes. At March 29, 2009, the Company's balance sheet showed total assets of $34.7 million, total liabilities $48.2 million, resulting in a stockholders' deficit of about $13.5 million. HARBOR DREAM LLC: Case Summary & 13 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Harbor Dream LLC 26 Summer Street Hingham, MA 02043 Bankruptcy Case No.: 09-15248 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Christopher M. Condon, Esq. Hanify & King, P.C. One Beacon Street Boston, MA 02108 Tel: (617) 423-0400 (ext. 441) Email: cmc@hanify.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 13 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mab09-15248.pdf The petition was signed by Thomas J. Hastings, manager of the Company. HARRIS INTERACTIVE: Names Robert J. Cox as Chief Financial Officer ------------------------------------------------------------------ Harris Interactive appointed Robert J. Cox as executive vice president, chief financial officer and treasurer. The Company related that Mr. Cox will bring strong financial, operational, and broad based business skills, well as corporate transactional experience. He will report to Kimberly Till, president and chief executive officer of Harris Interactive, and will oversee the company's worldwide accounting, financial planning and analysis, corporate development, treasury, legal, and investor relations functions. Mr. Cox assumed the role from Deborah Rieger-Paganis, a consultant with Alix Partners LLP, who has held the position of Interim Chief Financial Officer at the company since December 2008. Ms. Rieger- Paganis will remain as a consultant for a brief transition period. Mr. Cox served as senior vice president, chief financial officer and treasurer at DealerTrack Holdings, Inc., a publicly traded provider of on-demand software and data solutions for the automotive retail industry. Mr. Cox will bring a track record of having served in the top finance role at DealerTrack for nearly eight years. During his tenure, revenue at the company grew from $1 million to over $240 million through a combination of organic growth and acquisitions. "Mr. Cox has exceptional expertise and executional skills as a financial executive of a publicly traded company," Ms. Till said. "With Mr. Cox's proven track record of managing high growth with profitability, we are confident that he will contribute significantly to the company's global growth strategies." "This is an exciting time of growth potential for Harris Interactive," Mr. Cox said. "Couple that with technological innovation and strong brand recognition and you have a very powerful combination for returning the company to sustainable profitability. I am very pleased to be joining the company at this particular time." Prior to joining DealerTrack, Mr. Cox held senior financial positions at Triton International, Inc. and Green Stamp America, Inc. He began his career in the audit practice at KPMG LLP. Mr. Cox holds a Master of Business Administration, Finance from Columbia University Graduate School of Business and a Bachelor of Business Administration, Accounting from St. Bonaventure University, and is a New York State Certified Public Accountant. A full-text copy of the employment agreement is available for free at http://ResearchArchives.com/t/s?3da1 About Harris Interactive Harris Interactive Inc. -- http://www.harrisinteractive.com/-- (NASDAQ:HPOL) provides custom market research. Harris Interactive serves clients globally through our North American, European and Asian offices and a network of independent market research firms. HARTFORD FINANCIAL: Ramani Ayer Will Retire as Chairperson & CEO ---------------------------------------------------------------- Ramani Ayer has informed The Hartford Financial Services Group, Inc. Board of Directors of his plans to retire as chairman and chief executive officer of the company by the end of 2009. The Board will begin an immediate, external search for Mr. Ayer's replacement. "We have recently made a series of important decisions about The Hartford's path forward, setting the company on a new strategic course to build value for our shareholders," said Mr. Ayer. "We will continue to leverage the venerable Hartford brand, moving ahead with our strong property and casualty and life franchises. With this clarity in place, it is the right time for me to make my plans for retirement and for the Board to begin the search for my successor. In the meantime, I am fully committed to leading this organization during this period and to ensuring a smooth leadership transition as the company enters its third century. For nearly 36 years, I have been honored to call The Hartford my home and I am proud of the culture of integrity, trust and customer service that is woven into the fabric of this outstanding organization." "Under Ramani's 12 years of leadership as CEO, The Hartford has been regarded as one of the most well-respected insurance and financial institutions in the United States, with leading positions in property-casualty and life insurance, as well as group benefits, mutual funds and retirement plans," said Paul G. Kirk Jr., the Company's longest serving independent director. "Working closely with the Board, Ramani was instrumental in helping the company navigate the extraordinarily challenging financial environment of the past two years, and we are confident that the company is well positioned to compete in the future. We are grateful for Ramani's contributions to The Hartford over his 36 year career and for his continuing dedication to the company as we search for his successor." Michael G. Morris, the Company's lead independent director, said, "Ramani has provided strong leadership through these tumultuous times and worked closely with the Board to develop a strategy that has put The Hartford on the right path for the future. He is recognized throughout the industry for his deep knowledge and experience, and for his high integrity." Mr. Ayer has served as chairman and chief executive officer of The Hartford since February 1997 and spent his entire career serving the Company. He joined the company after graduating from Drexel University in 1973 and within six years was named staff assistant to the chief executive officer. He served in a variety of senior executive level positions within the property and casualty organization before being named president and chief operating officer of The Hartford's property and casualty operations in 1991. About The Hartford Celebrating nearly 200 years as a trusted partner, The Hartford (NYSE: HIG) -- http://www.thehartford.com-- is an insurance-based financial services company that serves households and businesses by protecting their assets and income from risks. The Company is a Fortune 500 company that is recognized widely for its service expertise and as one of the world's most ethical companies. As reported by the Troubled Company Reporter on May 20, 2009, Moody's Investors Service affirmed the credit ratings of The Hartford Financial Services Group, Inc. and its key operating subsidiaries, and changed the outlook for the ratings to developing, from negative. The rating action follows The Hartford's announcement that the US Treasury Department has provided preliminary approval for the company to participate in the Treasury's Capital Purchase Program -- a component of the Troubled Asset Relief Program -- in the amount of $3.4 billion. These ratings were affirmed and their outlook changed to developing from negative: * Hartford Financial Services Group, Inc. -- senior long-term unsecured debt at Baa3; junior subordinated notes at Ba1: provisional senior unsecured debt shelf at (P)Baa3; provisional subordinated debt shelf at (P)Ba1; provisional preferred shelf at (P)Ba2; short-term rating for commercial paper at Prime-3; HAWAIIAN TELCOM: Files Reorganization Plan & Disclosure Statement ----------------------------------------------------------------- Hawaiian Telcom Communications, Inc., and its debtor-affiliates have filed their Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court for the District of Hawaii. A hearing to consider approval of the Disclosure Statement has been tentatively scheduled for July 23, 2009. The Company said that the Plan filed is supported by the steering committee for holders of claims under the Company's secured credit agreement. "The filing of the Plan and Disclosure Statement is an important achievement in our restructuring efforts," said Eric K. Yeaman, Hawaiian Telcom's president and chief executive officer. "The Plan provides for a significantly deleveraged capital structure, and the terms of the new debt give us greater financial flexibility to execute our business plan and invest in new products, better positioning the Company for future success." Key provisions of the Company's Plan include: * Conversion of approximately $590 million of the Company's senior secured credit facility and swap liabilities into the new equity of the reorganized Company and a new $300 million senior secured term loan maturing in five years. * Holders of Senior Notes of approximately $350 million will receive warrants to acquire 12.75 percent of the new equity of the reorganized Company and subscription rights to purchase new equity in the amount up to $50 million. * Existing 12.5% Senior Subordinated Notes of approximately $150 million and existing common shares will be cancelled. * The Company anticipates at emergence it will have a $30 million undrawn revolving credit facility and, after distributions pursuant to the Plan, at least $45 million of cash on hand. * Cash distributions to holders of allowed general unsecured claims. "The restructuring process has been challenging, but our employees have remained dedicated to providing our customers with the highest quality service as we worked diligently through negotiations to present this Plan to the Court today," Mr. Yeaman said. "I am proud of our employees for their efforts, but there still remains work to be done to ensure our customers continue to receive uninterrupted service and the restructuring is a success. I would also like to thank the local community for their continued support, which is important to our Company's success." The Plan will become effective only upon approval of the Bankruptcy Court and obtaining requisite regulatory approvals. The Disclosure Statement includes a historical profile of the Company, an overview of the restructuring events and other information about the Company, a description of distributions to creditors and an analysis of the Plan's feasibility, as well as many of the technical matters required prior to exiting from Chapter 11, such as descriptions of who will be eligible to vote on the Plan and the voting process. Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc. -- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products and services including local and long distance service, high-speed Internet, wireless services, and print directory and Internet directory services. The Company and seven of its affiliates filed for Chapter 11 protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-13086). As reported by the TCR on December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the transfer of the Chapter 11 cases to the U.S. Bankruptcy Court for the District of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005). Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard Freres & Co. LLC as investment banker; Zolfo Cooper Management LLC as business advisor; Deloitte & Touche LLP as independent auditors; and Kurztman Carson Consultants LLC as notice and claims agent. An official committee of unsecured creditors has been appointed and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii. When the Debtors filed for protection from their creditors, they listed total assets of $1,352,000,000 and total debts of $1,269,000,000 as of September 30, 2008. Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Hawaiian Telcom Communications, Inc., and seven of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) HOLLYWOOD THEATERS: Moody's Assigns 'B3' Rating on Senior Notes --------------------------------------------------------------- Moody's Investors Service assigned a (P)B3 rating to the proposed senior secured note issuance of Hollywood Theaters, Inc. The company intends to apply proceeds from the $150 million issuance primarily to repay existing bank debt. Assuming the transaction occurs as proposed, Moody's expects to upgrade Hollywood's corporate family and probability of default ratings to B3 each (from Caa2 and Caa3, respectively) based on the ensuing significant reduction in perceived default risk. Hollywood's first lien credit facility matures July 31, 2009, and the company lacks the internal sources to repay this approximately $138 million obligation. Default risk would thus diminish materially should Hollywood execute on the issuance, but given the uncertainty regarding this execution and the imminence of the refinancing need, the Caa2 CFR and Caa3 PDR remain under review for possible downgrade. The prospective rating assumes the transaction occurs largely as proposed, with proceeds of approximately $150 million and proforma annual interest expense of approximately $20 million. The rating further assumes a proforma cash balance of approximately $15 million and that the company secures a $10 to $15 million revolving credit facility, which would provide adequate liquidity to manage expected theater expansion during 2009. Any deviation from these parameters could impact the assigned rating, particularly given expectations that Hollywood's B3 corporate family rating would be weakly positioned in the assigned rating category. The potential B3 corporate family rating would incorporate the company's ongoing significant financial risk. Hollywood's attendance lagged the industry in 2008, which elevated leverage to the mid 6 times debt-to-EBITDA from below 6 times in 2007. High capital expenditures contributed to negative free cash flow and weak fixed charge coverage in 2008, and Moody's anticipates continued cash consumption in 2009, exacerbated by increased interest expense. Lack of scale also constrains the rating, although Hollywood benefits somewhat from reasonable geographic diversification. The company's modern theater circuit, which contributes to its strong EBITDA margin and allows for fairly modest maintenance capital requirements, as well as expectations that a reduction in expansionary capital expenditures after 2009 will yield improving free cash flow, lend support to the prospective ratings. A summary of the action follows. Hollywood Theaters, Inc. -- Senior Secured Bonds, Assigned (P)B3, LGD4, 50% Hollywood Theaters, Inc.'s ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Hollywood's core industry and Hollywood's ratings are believed to be comparable to those of other issuers of similar credit risk. The most recent rating action for Hollywood Theaters, Inc. was on April 23, 2009, when Moody's downgraded the corporate family rating to Caa2 from B3 and the probability of default rating to Caa3 from Caa1. Hollywood Theaters, Inc., headquartered in Portland, Oregon, operates approximately 50 theaters and 536 screens primarily located in the Southwest and West Coast. Revenue for the last twelve months ending March 31, 2009, was approximately $131 million. HOVNANIAN ENT: Reports $118.62MM Net Loss in Qtr. Ended April 30 ---------------------------------------------------------------- Hovnanian Enterprises Inc. reported a $118.62 million net loss on $397.99 million total revenues in the three months ended April 30, 2009, compared with a $340.71 million net loss on $776.43 million total revenues for the same quarter a year ago. The company's consolidated balance sheets showed $2.69 billion in total assets and $2.60 million in total liabilities resulting in a stockholders' equity of $6.0 million. "Although the home sales environment remains challenging amid increasingly high levels of unemployment and uncertainty about the overall US economy, our monthly net contracts per community have increased in each of the past two quarters and in six of the past seven months," commented Ara K. Hovnanian, President and Chief Executive Officer. "Our contract cancellation rate of 24% for the second quarter is at a more normalized level, the likes of which we have not reported since the third quarter of 2005," continued Mr. Hovnanian. "The combination of historically low mortgage rates and steep corrections in home prices have pushed affordability close to an all time high across the country. Although we lowered our sales prices further which resulted in the land impairments we took during the second quarter, we have seen more stability in home prices over the most recent six weeks. In spite of these encouraging signs, we remain concerned that the combination of the expiration of the $8,000 federal tax credit in November of this year, the depletion of the state funds allocated for the $10,000 California state tax credit for new home buyers and the potential increase in existing home listings due to another wave of foreclosures as the recent moratoriums on foreclosures have ended could have a dampening effect on our future contract pace. We are hopeful that our government will realize the importance of taking action to both increase the amount of the tax credit and extend its term." "Notwithstanding the presence of a small number of positive trends, we remain extremely focused on maximizing liquidity and reducing our debt levels," stated J. Larry Sorsby, Chief Financial Officer. "Through a debt exchange and the repurchases of debt in the open market this fiscal year, we reduced both our future principal payments and annual interest payments by $620 million and $41 million, respectively. Our near-term maturities consist of only $29 million in face value that comes due in 2010 and another $159 million that matures in 2012. Going forward, we have debt covenants that limit the amount of additional debt we may repurchase. While we are pleased with the reduction in debt we have achieved to date, we are cognizant of our deteriorating stockholders' equity and the resulting increase to our already highly leveraged position." "We will continue to make every operational decision with cash flow implications in mind. A laser focus on generating and preserving cash, coupled with a modestly improving macro homebuilding environment will enable us to weather the remainder of the downturn and position ourselves to take advantage of opportunities that will abound in the eventual housing market recovery," concluded Mr. Hovnanian. A full-text copy of the company's second quarter results is available for free at http://ResearchArchives.com/t/s?3da7 About Hovnanian Enterprises Hovnanian Enterprises Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, chairman, is headquartered in Red Bank, New Jersey. The Company is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. Hovnanian Enterprises, Inc. is a member of the Public Home Builders Council of America (PHBCA) -- http://www.phbca.org/-- a nonprofit group devoted to improving understanding of the business practices of America's largest publicly-traded home building companies, the competitive advantages they bring to the home building market, and their commitment to creating value for their home buyers and stockholders. The PHBCA's 14 member companies build one out of every five homes in the United States. At April 30, 2008, the Company's consolidated balance sheet showed $3.96 billion in total assets, $3.07 billion in total liabilities, $38.6 million in minority interest from inventory not owned, $1.4 million in minority interest from consolidated joint ventures, and $850.2 million in total stockholders' equity. * * * According to the Troubled Company Reporter on April 3, 2009, Moody's Investors Service assigned a Caa1/LD probability of default rating to Hovnanian Enterprises, Inc., following the company's disclosure in its most recent 10-Q filing that between October 31, 2008, and March 11, 2009, it repurchased approximately $368 million face value of senior unsecured and senior subordinated notes at substantial discounts to par. The open market transactions, considered together, constitute a distressed exchange and a limited default by Moody's definition. The LD designation signifies a limited default and also incorporates Moody's expectations of open market transactions at substantial discounts to par over the next twelve months. HUNTGAIN LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Huntgain, LLC 15 W. Aylesbury Road, Suite 700 Timonium, MD 21093 Bankruptcy Case No.: 09-20152 Chapter 11 Petition Date: June 4, 2009 Court: District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Lawrence Coppel, Esq. lcoppel@gfrlaw.com Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC 233 E. Redwood St. Baltimore, MD 21202 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Carole Sibel $100,000 100 Painters Mill Road, Ste. 404 Owing Mills, MD 2117 David I. Cohn $100,000 5424 Brookside Drive Chevy Chase, MD 20815 Hanan Y. Sibel $100,000 100 Painters Mill Road, Ste. 404 Owing Mills, MD 2117 Ira & Linda Greenbalt, TBE $100,000 Myra L. Gold $100,000 Stephen & Janice Asheroff $50,000 Schaefer Construction Mgt. Inc. $27,579 Hord Coplan Macht $25,363 Richard D. Braver $11,400 Continental Pools $7,500 Washington Post.com $7,384 M&J Construction $5,550 Sun Ventures $5,370 Walsh, Colucci, Lubeley, Emrich $4,700 & Terpak Reznick Group $4,410 Gemini $3,612 Andrew Braver $1,800 Rachel Braver $1,800 Maryland Web Designers $1,525 Marjorie Kolesar $1,500 The petition was signed by Lawrence P. Burman, general manager. JAMES FALL: Losses Constitute Cause to Convert to Chapter 7 ----------------------------------------------------------- Vague promises by Chapter 11 debtors to relet spaces at a commercial plaza that were not producing optimal rent for debtors, WestLaw reports, or speculation that one underperforming tenant's business might improve once patrons formerly lost to a state-wide smoking ban returned, were insufficient, seven months into the debtors' small business case, to establish that there was any reasonable likelihood that income from this commercial plaza, which was the debtors' principal asset, would improve to the extent that it not only serviced the underlying debt secured by the plaza, but permitted the debtors' "rehabilitation." This was especially true where two of the three underperforming spaces at the plaza were leased to insiders, whom the debtors had demonstrated an unwillingness to pursue. Thus, "cause" existed to dismiss or convert the case based on continuing loss to or diminution of the estate. In re Fall, --- B.R. ----, 2008 WL 6154184 (Bankr. N.D. Ohio). James Edward Fall and Rose R. Fall, dba Harold Fall & Sons, filed for Chapter 11 protection (Bankr. N.D. Ohio Case No. 08-33018) on June 10, 2008. The couple is represented by Deborah K. Spychalski, Esq., in Toledo, Ohio. At the time of their bankruptcy filing, Mr. and Mrs. Rose estimated their assets and debts at $1 million to $10 million. A copy of the Debtors' petition is available for free at http://bankrupt.com/misc/ohnb08- 33018-pet.pdf and a list of the Debtors' unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb08-33018-cred.pdf JEFFERSON COUNTY: Asks SEC for Help Escaping Bond Deals ------------------------------------------------------- Jefferson County has asked the U.S. Securities and Exchange Commission's help in escaping bond deals that are pushing the county towards bankruptcy, Bloomberg News reports. Jefferson County, says Bloomberg, has failed to secure backing from creditors or state lawmakers for plans to restructure the debts. According to Bloomberg, County Commission President Bettye Fine Collins sent a letter to SEC Chairman Mary Schapiro asking that creditors be pressed to accept a deal if they committed wrongdoing. "In light of the enormous harm and damage to Jefferson County and its citizens from any violation of the securities laws determined by the SEC, a simple monetary settlement is not likely to fix the underlying problem," Bloomberg quoted Ms. Collins as saying. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. It ended its 2006 fiscal year with a $42.6 million general fund balance, according to Standard & Poor's. The Birmingham firm of Bradley Arant Rose & White, represents Jefferson County. Porter, White & Co. in Birmingham is the county's financial adviser. A bankruptcy by Jefferson County stands to be the largest municipal bankruptcy in U.S. history. It could beat the record of $1.7 billion, set by Orange County, California in 1994. * * * As reported by the Troubled Company Reporter on April 30, 2009, Moody's Investors Service downgraded to Caa1 from B3 the rating on Jefferson County's (Alabama) $270 million in outstanding general obligation debt and to Caa2 from Caa1 the rating on $86.7 million in outstanding lease revenue warrants issued through the Jefferson County Public Building Authority; both ratings have been removed from Watchlist and the outlooks have been revised to negative. At this time, Moody's confirmed the Caa3 rating on the county's approximately $3.2 billion in outstanding sewer revenue debt, removed the rating from Watchlist and revised the outlook to negative. Moody's confirmed the B3 rating on the county's $996.8 million in limited obligation school warrants secured by sales tax revenues and the B3 rating on $40.86 million in debt issued by the Birmingham-Jefferson Civic Center Authority secured by special revenues including a beverage tax and lodging tax; both ratings have been removed from Watchlist and the outlooks revised to negative. According to the TCR on April 17, 2009, Standard & Poor's Ratings Services maintained its CreditWatch with negative implications on the rating on Jefferson County, Alabama's general obligation warrants outstanding, except for the rating on the series 2001B warrants, which was recently lowered to 'D'. Also remaining on CreditWatch negative is the rating on Jefferson County Public Building Authority's series 2006 lease-revenue warrants. Revenues available for payment of debt service on the general obligation warrants include ad valorem, sales, business license and occupational taxes; however, none of these legally available revenues is specifically pledged for payment of debt service. Also, in the event of a bankruptcy filing by the county, the entire balance of the 2001B warrants could become due immediately at the request of at least 25% of holders of the warrants, all of which are being held as bank warrants at this time. JETBLUE AIRWAYS: Fitch Affirms Issuer Default Rating at 'B-' ------------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Rating for JetBlue Airways Corp. at 'B-'. Fitch has also revised the issue rating for JBLU's $301 million of outstanding convertible debentures to 'CC/RR6' from 'CCC-/RR6'. The revision of the convertible debt rating follows recent changes in Fitch's notching criteria for issuers with IDRs of 'B-' or below. Fitch has also assigned a rating of 'CC/RR6' to JBLU's newly issued $175 million two-part convertible debenture offering. The new notes carry a coupon of 6.75% with a final maturity in 2039. The Rating Outlook for JBLU remains Negative. The rating affirmation reflects Fitch's expectations that JBLU is in a position to deliver improved, but still negative, free cash flow in 2009, creating a stronger foundation for stable liquidity as the recession continues to pressure the airline industry revenue outlook while jet fuel prices remain volatile. Factoring in further weakness in passenger unit revenue comparisons stretching into the second half of the year, forecasted year-over- year fuel cost savings of over $400 million this year put JBLU in a position to report better free cash flow based on recent reductions in the airline's 2009 capital spending plan. The convertible debt and equity offering now being finalized, which could generate total cash proceeds of approximately $300 million, provides JBLU with additional liquidity to comfortably fund the anticipated repurchase of $177 million in outstanding 3.75% convertible debentures which holders can put back to the company next March. The 'B-' IDR also captures the fact that the airline's risk profile has been altered significantly over the last two years as capacity rationalization and fleet plan adjustments have lowered capex to a level more consistent with the carrier's long-term cash generation and margin potential. In addition, the aircraft financing burden has been cut significantly following a number of aircraft delivery deferrals, sales, and lease deals completed over the past three years. Fitch views the carrier's more manageable fleet plan as an important credit positive as JBLU and its competitors struggle to balance capacity with demand during a period of continuing economic weakness. The deterioration of the demand and fare environment that appeared to accelerate in the first quarter, before moderating somewhat in April, remains a major source of concern for JBLU and the entire industry. Given the need to generate improved free cash flow this year, and in light of recent increases in crude oil and jet fuel prices to six-month highs, a return to neutral or positive revenue per available seat mile comparisons by the end of the year is critical. Importantly for JBLU, the carrier's route network is somewhat insulated from the collapse in passenger unit revenue seen in premium business markets. As a result, JBLU's RASM performance has exceeded that of its U.S. competitors during the last two difficult quarters, and Fitch expects this trend to continue through the remainder of the year. JBLU's international network, while growing quickly in the Caribbean and Latin America, is still small relative to the U.S. legacy carriers. This has helped JBLU weather the downturn better, given its heavy exposure to leisure-oriented domestic markets, which have generally seen less intense RASM pressure following significant capacity reduction carried out during 2008. Improved ancillary revenue streams, tied to the roll-out of new fees and services over the last year, should help mute the passenger RASM effect this year, driving a larger gap between passenger RASM and total RASM performance. Taking into account a weak demand picture and continuing fare sale activity, management indicated on May 21 that it expected second quarter-passenger RASM to decline by 6% to 9% (four points worse than previous guidance). The H1N1 flu outbreak has pressured demand further in affected areas of Mexico. While JBLU's direct revenue exposure to Mexico is very small (Cancun is the only market served), broader flu-related demand effects were seen in May unit revenue results, as some other U.S. carriers have recently noted. In addition, competitive fare pressure in trans- continental markets seems to be affecting RASM comparisons in those markets particularly hard. JBLU reported that May passenger RASM declined by 10% year over year. This result was significantly better than that seen elsewhere in the industry (Continental and US Airways). However, the declines seem to suggest that a stabilization of deteriorating passenger yield trends is not yet occurring. As a result, a continuation of downside revenue risks remains the primary factor leading Fitch to keep the Rating Outlook at Negative. With few signs of a rapid improvement in macroeconomic fundamentals, Fitch expects the period of negative RASM comparisons to continue through the peak summer demand period, raising the risk of material declines in full-year passenger RASM of 5% or more. In this scenario, JBLU could deliver a full-year operating profit absent a further spike in energy costs, but full- year positive free cash flow will be difficult to deliver if soft revenue trends continue. The collapse in crude oil and jet fuel prices since last summer's peak has given JBLU a large cost savings opportunity this year, despite the recent jump in crude oil prices to above $65 per barrel. Based on the mid-April energy futures curve, management guided to full-year cash savings of over $600 million. This factors in the reduction of cash collateral tied to out-of-the- money fuel derivatives. Collateral held by hedging counterparties stood at $63 million as of March 31, and the balance is expected to approach zero in the second half of the year. JBLU unwound most energy swap contracts last fall. As of mid-April, 8% of remaining 2009 fuel exposure had been hedged. At that time, management expected jet fuel prices to average about $1.90 per gallon for the full year. In early June, JBLU indicated that it had added 5% to fuel hedge coverage beginning in the fourth quarter of 2009 and extending through 2010. Rising non-fuel unit costs this year will offset some of the fuel- related savings. Much of the expected 9% increase in non-fuel cost per available seat mile is linked to capacity cuts and reduced average stage lengths driven by route network changes. However, significant pressure on unit maintenance costs will continue as the JBLU fleet ages and more Airbus A320 aircraft undergo heavy maintenance checks. During the first quarter, unit maintenance costs rose by 19%. Liquidity conservation remains one of management's top financial objectives in light of the stressed industry operating environment and the tightness of global credit markets. As of March 31, JBLU reported unrestricted cash and investments of $634 million, up from $561 million at year-end 2008. The airline has no long-term bank credit facility in place, but has tapped two short-term credit lines (UBS and Citigroup as lenders), collateralized by the company's largely-illiquid auction-rate securities. JBLU also has access to a borrowing facility that is used to finance aircraft pre-delivery deposits. Fitch views management's target of an unrestricted cash and investments balance in the range of 20% of trailing 12-months revenue (approximately $650 million) as an important level in light of JBLU's need to meet a heavier debt maturity schedule next year. The effective pre-funding of the $177 million balance of the 375% convertible debentures with total cash proceeds of over $250 million establishes an improved cash cushion for JBLU in the event that free cash flow trends fail to improve meaningfully as a result of weak operating conditions continuing into 2010. Monetization of ARS will remain a liquidity priority following the lock-up of ARS markets in 2008. As of March 31, JBLU reported $207 million of ARS on its balance sheet (classified as long-term assets). JBLU has two credit lines collateralized by its ARS holdings - a Citigroup facility ($74 million drawn of $84 million available at March 31) maturing in April 2010 and a $53 million loan from UBS maturing in June 2010. The 'RR6' Recovery Rating for JBLU's convertible debentures reflects expected recoveries of less than 10% for holders in a default scenario. The carrier's debt structure is primarily secured, and virtually no unencumbered assets are available to support future secured borrowings. In light of reduced aircraft capital commitments and more limited financing requirements in 2010, JBLU's total debt and leverage profile will likely remain relatively unchanged even in the absence of a sharp recovery in operating cash flow over the next year. A downgrade to 'CCC' could follow if JBLU's unrestricted liquidity, adjusting for the expected repurchase of the 3.75% convertible notes next March, approaches $500 million at year-end with no evidence of a recovery in demand, yields, or RASM late in the year. Alternatively, a revision of the Rating Outlook to Stable could result if passenger demand and RASM trends begin to improve materially, increasing the likelihood of a swing to positive free cash flow in 2010. LEHMAN BROTHERS: Court Approves Pension Settlement With PBGC ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York has approved Lehman Brothers Holdings Inc.'s settlement agreement with the Pension Benefit Guaranty Corporation regarding the termination of Lehman's retirement plan. As reported in the Troubled Company Reporter June 4, 2009, the official committee of unsecured creditors expressed support for the settlement deal between Lehman Brothers Holdings Inc. and Pension Benefit Guaranty Corporation. The settlement agreement, dated May 4, 2009, authorizes the termination of a retirement plan sponsored by LBHI in return for its payment of $127.6 million to PBGC on account of claims against unfunded benefit liabilities and additional premiums. The amount represents a discount from the total amount of $212.7 million potentially owed to the federal agency. As reported in the Troubled Company Reporter on May 11, 2009, the Debtors related that the Settlement Agreement: -- will allow the Debtors to move forward unimpeded in the administration of their Chapter 11 cases, including, most importantly, their ability to dispose of "controlled group" assets to maximize value for their stakeholders; -- relieves the Debtors from the distractions posed by the complex and time-consuming district court action commenced by the PBGC to terminate the Plan and requires, upon consummation of the Settlement Agreement, that the PBGC release its claims regarding the Plan against the Debtors' estates and the members of the LBHI Controlled Group, including its claims for the unfunded benefit liabilities of the Plan and premiums payable to the PBGC. Lehman Brothers' Collapse Founded in 1850, Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States, offering a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D. N.Y. Case No. 08-13555) after Barclays PLC and Bank of America Corp. backed out of a deal to acquire the company, and the U.S. Treasury refused to provide financial support that would have eased out a sale. Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several affiliates filed bankruptcy petitions thereafter. On September 19, 2008, Lehman Brothers, Inc., was placed in liquidation pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119). James W. Giddens was appointed trustee for the SIPA liquidation of the business of LBI. Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code on February 10, 2009. Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc., estimated both its assets and liabilities at more than $1 billion. LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, has been placed into administration, together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to wind down the business of LBI (Europe) on September 15, 2008. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. The two units have combined liabilities of JPY4 trillion -- US$38 billion. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited suspended operations upon the bankruptcy filing of their U.S. counterparts. Asset Sales Barclays Bank Plc has acquired Lehman's North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on September 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only US$2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEXINGTON PRECISION: Posts $3.4MM Net Loss in Qtr. Ended March 31 ----------------------------------------------------------------- Lexington Precision Corporation filed its Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission on June 3, 2009, reporting that Consolidated Statement of Operations for the three months ended March 31, 2009, showed a net loss of $3,427,000, on net sales of $14,165,000. Lexington Precision also reported that as of March 31, 2009, it had a negative working capital with $24,162,000 in total current assets available to pay $45,469,000 in liabilities coming due in the next 12 months. The company has $49,799,000 total stockholders' deficit from total assets of $51,447,000 and total liabilities of $101,246,000. Michael A. Lubin, chairman of the board of Lexington Precision, said Chrysler LLC's and General Motors Corporation's bankruptcies may have a negative impact on the overall level of manufacturing of domestic automobiles and light trucks, which would negatively affect Lexington Precision's net sales and revenues. "Sales of Chrysler and GM vehicles may decrease, and thus the number of Chrysler and GM vehicles manufactured that incorporate our products may decrease. Furthermore, there is uncertainty as to when or if Chrysler or GM may emerge from bankruptcy. While we do not sell any components directly to Chrysler or GM, many of our customers incorporate our components into the components they supply to Chrysler and GM. Prolonged bankruptcy proceedings or failure by Chrysler or GM to emerge from bankruptcy may have a material adverse impact on our results of operations and cash flows." A full-text copy of the company's Form 10-Q is available for free at: http://researcharchives.com/t/s?3dac About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an Official Committee of Unsecured Creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LEHMAN BROTHERS: Section 341(a) Meeting Adjourned to July 8 ----------------------------------------------------------- The meeting of creditors of Lehman Brothers Holdings Inc. and its debtor-affiliates under Section 341(a) of the Bankruptcy Code is adjourned to July 8, 2009, at 10:00 a.m. (New York Time). The meeting will take place at the Hilton New York, Trianon Ballroom, 1335 Avenue of the Americas, New York. Attendance by creditors at the meeting is welcomed, but not required. The meeting, which is required under Section 341(a), offers the creditors a one-time opportunity to examine the bankrupt companies' representative under oath about their financial affairs and operations that would be of interest to the general body of creditors. Founded in 1850, Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States, offering a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555) after Barclays PLC and Bank of America Corp. backed out of a deal to acquire the company, and the U.S. Treasury refused to provide financial support that would have eased out a sale. Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several affiliates filed bankruptcy petitions thereafter. On September 19, 2008, Lehman Brothers, Inc., was placed in liquidation pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119). James W. Giddens was appointed trustee for the SIPA liquidation of the business of LBI. Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code on February 10, 2009. Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc., estimated both its assets and liabilities at more than $1 billion. LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, has been placed into administration, together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to wind down the business of LBI (Europe) on September 15, 2008. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. The two units have combined liabilities of JPY4 trillion -- US$38 billion. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited suspended operations upon the bankruptcy filing of their U.S. counterparts. Asset Sales Barclays Bank Plc has acquired Lehman's North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on September 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only US$2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MARINER ENERGY: S&P Changes Outlook on 'B+' Rating to Stable ------------------------------------------------------------ Standard & Poor's Ratings Services revised the outlook on Mariner Energy Inc. (B+/Stable/--) to stable from negative and affirmed all its ratings. At the same time S&P assigned a 'B+' rating, the same as the corporate rating on the company, to Mariner's proposed $250 million senior unsecured notes. S&P assigned a '4' recovery rating to this debt, indicating the expectation of an average recovery (30% to 50%) in the event of a default. "The outlook revision reflects Mariner's improved liquidity and lower debt levels following the announced debt and equity offerings of the $250 million senior notes and proposed issuance of 10 million shares of common stock," said Standard & Poor's credit analyst Paul Harvey. The company will use total estimated proceeds of up to $400 million to repay borrowings on its $1 billion credit facility, which will have an $800 million borrowing base at the close of the notes offering. Total availability on the credit facility could exceed $500 million. Additionally, thanks to its solid hedge position in 2009 and good production growth, Mariner's near-term financial measures should remain healthy. Under $3.50 per thousand cubic feet equivalent (mcfe) natural gas assumptions, Standard & Poor's expects Mariner's adjusted debt to EBITDA to be around 2x and EBITDA coverage of interest expense about a healthy 6x. The ratings on Mariner reflect its modest reserve base, an aggressive growth and exploration strategy, and elevated costs relative to Standard & Poor's Ratings Services' near-term pricing assumption of $4.50 per mcfe of natural gas. In addition, its dependence on the Gulf of Mexico for production, currently around 85%, leads to a short reserve life and a capital-intensive drilling program. Support for the ratings is provided by Mariner's above-average financial measures and, good operational performance as reflected in a 2008 success rate of about 80% in the Gulf. The stable outlook reflects S&P's expectations that Mariner will maintain solid liquidity and financial measures, such as debt leverage around 2x or less. S&P could revise the outlook to negative if the company's debt leverage exceeds 2x and it fails to obtain any near-term remedy to its financial covenant of 2.5x, or if the company pursues a more aggressive financial policy such that liquidity falls below $200 million. Additionally, S&P could lower ratings if Mariner fails to maintain high success rates in its deep water program. Given the uncertain outlook for natural gas prices, particularly for the remainder of 2009, combined with the company's lack of hedges in 2010, S&P does not expect to take a positive rating action in the near term. MASTEC INC: S&P Assigns 'B+' Rating on $100 Mil. Senior Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'B+' issue-level rating to Coral Gables, Florida-based MasTec Inc.'s proposed new $100 million senior unsecured convertible notes due 2014, one notch below MasTec's corporate credit rating. The recovery rating is '5', indicating S&P's expectation of modest (10%-30%) recovery in the event of a default scenario. The new notes will rank pari passu with MasTec's existing $150 million 7.625% senior notes. Standard & Poor's expects the company to use the proceeds from the new notes to redeem the existing $55 million in 8% convertible notes, for working capital, small acquisitions, and general corporate purposes. The company has no significant debt maturities until 2013. "The ratings on MasTec reflect its weak business profile characterized by exposure to the cyclicality of the company's primary end markets (the telecom and utilities industries) and its significant customer concentration, as well as an aggressive financial risk profile," said Standard & Poor's credit analyst Sarah Wyeth. MasTec is one of the 10 largest specialty engineering and construction contractors in the U.S., with annual revenues of more than $1 billion. The company's core activities include the building, installation, maintenance, and upgrade of communications and utility infrastructures. Ratings List MasTec Inc. Corp. credit rating BB-/Stable/-- New Ratings Assigned Proposed new $100 mil. sr unsecured convertible notes B+ Recovery rating 5 MATEH EPRAIM: Alter Ego Claims Require a Jury Trial --------------------------------------------------- WestLaw reports that an action for a declaratory judgment that a religious corporation was the alter ego of the debtor-limited liability company and liable for the debtor's debts was legal in nature and thus triable by a jury. The issue of the religious corporation's alter ego liability would have arisen in a damages action brought by the Chapter 7 trustee against the religious corporation, presumably to recover the balance needed to satisfy the claims against the debtor's bankruptcy estate, had the declaratory judgment action not been brought. The declaratory judgment action essentially bifurcated the issues of liability and damages that would have been raised in the damages action. If the trustee prevailed, the religious corporation would generally be limited to contesting the amount of the deficiency in the estate's assets, or, in other words, the amount of the money judgment. In re Kollel Mateh Efraim, LLC, --- B.R. ----, 2009 WL 1492095 (Bankr. S.D.N.Y.). Mateh Epraim LLC, dba Kollel Mateh Epraim LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 04-17525) on November 24, 2004. Represented by Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, the debtor reported $740,000 in assets and $2,852,700 in liabilities at the time of the filing. Within the past four years, the case converted to a Chapter 7 liquidation. MERUELO MADDUX: Stephen Taylor Believes Firm Is Undervalued ----------------------------------------------------------- Stephen S. Taylor, in a regulatory filing with the Securities and Exchange Commission, disclosed that he acquired 799,540 shares of Meruelo Maddux Properties, Inc., for total consideration of $58,740.31. The source of the funds was his personal resources. Taylor Asset Management, Inc., acquired for Taylor International Fund, Ltd. 2,387,131 shares of Meruelo Maddux for total consideration of $219,815. The source of the funds was from Mr. Taylor and certain other investors. Mr. Taylor and TAM may, from time to time, purchase additional shares of Meruelo Maddux or sell shares depending on various factors including market price and availability of shares. Mr. Taylor and TAM state that they purchased shares of Meruelo Maddux for investment. Mr. Taylor and TAM respect the efforts of the current management team during this period of unprecedented crisis in the credit markets and believe that the Common Stock of Meruelo Maddux is substantially undervalued. Mr. Taylor and TAM believe Meruelo Maddux's recent bankruptcy filing has been misinterpreted by the financial community. Mr. Taylor and TAM believe the value of Meruelo Maddux's real estate holdings far exceeds its liabilities. This belief remains, even assuming substantial further declines in commercial real estate prices. From time to time, Mr. Taylor and TAM may have discussions with members of management, other shareholders, and may present various proposals and concepts to them regarding corporate strategy, financing alternatives, and efforts to increase shareholder value. Mr. Taylor and TAM continue to strongly support the current management team. Mr. Taylor and TAM will continue to have discussions with management, other shareholders, and interested parties Mr. Taylor has direct beneficial ownership of 1,904,498 shares of Meruelo Maddux, of which 824,538 shares are held in an individual retirement account for his benefit. TIF has direct beneficial ownership of 8,238,731 shares of Meruelo Maddux. Accordingly, Mr. Taylor may be deemed to own beneficially a total of 10,143,229 shares of Meruelo Maddux constituting 12% of Meruelo Maddux's shares of common stock outstanding as of March 31, 2009. Mr. Taylor has the sole power to vote and to dispose or direct the disposition of 10,143,229 shares of Meruelo Maddux's common stock. About Meruelo Maddux Based in Los Angeles, California, Meruelo Maddux Properties, Inc., -- http://www.meruelomaddux.com/-- together with its affiliates, engage in residential, commercial and industrial development. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Peter C. Anderson, the United States Trustee for Region 16, appointed five creditors to serve on the Creditors Committee. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Professional Corporation, represent the Creditors Committee as counsel. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. MICHIGAN HIGHER: Moody's Cuts Ratings on Senior Bonds to 'Ba3' -------------------------------------------------------------- Moody's Investors Service has downgraded one class of senior bonds issued by Michigan Higher Education Student Loan Authority. The trust is funded by auction rate securities; the underlying collateral pool consists of government guaranteed (FFELP) student loans. The rating action was prompted by the increase of funding costs due to the continuing and prolonged dislocation of the auction rate securities market. Since most student loan collateral is indexed to the Financial Commercial Paper rate, securitization trusts that are funded primarily by auction rate securities have suffered significant excess spread compression, as the yield on the assets has not increased in tandem with the cost of the liabilities. As of December 31, 2008, the total parity of the Michigan trust at the subordinate bonds level (i.e. the ratio of total assets to total liabilities) was 98.07%. The senior parity, or the ratio of total assets to the sum of senior bonds and accrued liabilities, was 101.06%. At the failed auction rate, the trust is currently expected to experience negative 10-20bps excess spread per annum. Under Moody's current stress scenarios, the trust is expected to generate even more significant negative excess spread. The current total credit enhancement available for senior bonds, including overcollateralization, reserve fund and other cash accounts, and excess spread generated under the stress scenario, is not sufficient to support the previous "Baa1" rating on the senior bonds. The complete rating actions are: Issuer: Michigan Higher Education Student Loan Authority (2007 Indenture) -- Senior Lien Series 20-A Bonds, Downgraded to B3; previously on February 12, 2009, Downgraded to Baa1 from Aaa and Placed Under Review for Possible Downgrade MILACRON INC: June 15 Bar Date Set for Filing of Proofs of Claim ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio has established June 15, 2009, at 4:00 p.m. prevailing Eastern Time as the bar date for filing of proofs of claim in Milacron Inc., et al.'s bankruptcy cases. All proofs of claim must be served so as to be received by the Clerk of Court before the bar date, at: Milacron Claims Processing Clerk of Court United States Bankruptcy Court 221 East Fourth Street Atrium Two, Suite 800 Cincinnati, Ohio 45202 Proofs of claim may be filed with the Court via ordinary U.S. Mail, overnight courier, messenger or hand delivery. Proofs of claim may also be filed electronicaly with the Court using CM/ECF. Limited user passwords are available from the Court for this purpose. For more information, please visit the Court's Web site at http://www.ohsb.uscourts.gov 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 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. MOMENTIVE PERFORMANCE: Moody's Puts 'B3' Rating on $200 Mil. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to the proposed $200 million 12.5% second lien notes of Momentive Performance Materials Inc. that will be issued as part of a debt exchange offer announced on May 12, 2009 for all senior unsecured and subordinated notes validly tendered by June 9, 2009. As of May 26, 2009, $515 million in aggregate principal amount of outstanding unsecured and subordinated notes had been tendered. The outlook is negative. Moody's also affirmed Momentive's other outstanding debt ratings (CFR at Caa1) but downgraded its Probability of Default Rating to Caa3 from Caa1 as the offering of second lien notes is deemed to be a distressed exchange. Moody's also noted that on June 9, 2009, certain of Momentive's ratings will be changed to reflect the occurrence of a distressed exchange: the Probability of Default Rating will go to Caa3/LD, the ratings on the senior unsecured notes will go to Caa2/LD and the rating on the subordinated notes will go to Caa3/LD. These ratings will remain at this level for three days before returning to their current ratings. In addition, the point estimates for the LGD assessments for all of Momentive's debt may change as a result of the total amount of debt tendered in the exchange offer. The B3 rating on the proposed second lien notes reflects the subordination to a significant amount of first lien notes and weaker collateral coverage. Unlike the first lien notes, the second lien notes do not have access to the assets of, or a guarantee from, Momentive's German and Japanese subsidiaries. In addition, the second lien notes are subject to the terms of an inter-creditor agreement which limited ability to access collateral, or take any other action not approved by the first lien holders, as long as any first lien debt remains outstanding. Moody's views the debt exchange offer as a modest credit positive for the first lien holders and will incrementally improve credit metrics going forward. However, the improvement is not sufficient to warrant a change in the rating or outlook (i.e., balance sheet debt is being reduced by less than 10%). In addition, this exchange will not impact the calculation of the financial covenant in Momentive's first lien credit facility. The negative outlook reflects a substantially weaker operating environment and uncertainty over the ability of management to fully offset volume declines with announced cost reductions. Despite the negative outlook, Momentive has relatively good liquidity with over $381 million of cash on its balance sheet, but only $30 million of availability under is $300 million revolving credit facility. Additionally, Momentive remains below the sole financial covenant in its first lien facility, a 4.25 times first lien secured leverage ratio. The ratings could come under addition pressure if cash and availability falls below $200 million for a sustained period. Ratings assigned: Momentive Performance Materials Inc. * 12.5% Second Lien Notes at B3 (LGD3, 36%) Ratings affirmed: Momentive Performance Materials Inc. * Corporate Family Rating -- Caa1 * Senior Secured (First Lien) Revolving Credit Facility due Dec 2012 at B1 (LGD2, 14%) * Senior Secured (First Lien) Term Loan due Dec 2013 at B1 (LGD2, 14%) * Senior Unsecured Notes (combination of US$, Euro and Toggle notes) due 2014 at Caa2 (LGD4, 64%) * Senior Subordinated Notes due 2016 at Caa3 (LGD5, 89%) * Speculative Grade Liquidity Rating -- SGL-3 Ratings downgraded: Momentive Performance Materials Inc. * Probability of Default Rating to Caa3 from Caa1 Moody's last rating action for Momentive was on March 24, 2009, when Moody's lowered Momentive's ratings (CFR to Caa1 from B3). Momentive Performance Materials Inc., headquartered in Albany, New York, is the second largest producer of silicones and silicone derivatives worldwide. The company has two divisions: silicones (which accounted for 90% of revenues in 2008) and quartz. Revenues were $2.4 billion for LTM period ended March 31, 2009. An affiliate of Apollo Management is the company's majority owner. NEW VINE: Will Get Investment From Inertia Beverage --------------------------------------------------- David Kesmodel at The Wall Street Journal reports that New Vine, which closed two weeks ago due to financial problems, will get an investment from Inertia Beverage Group to restart its operations. According to WSJ, Inertia Beverage said that it agreed in principle to acquire Silicon Valley Bank's debt position in New Vine and that it would provide interim financing. WSJ says that terms of the deal weren't disclosed. WSJ relates that two weeks ago, New Vine stopped receiving and processing orders for wine shipments that are made directly to consumers. New Vine is a wine-shipping firm in Napa, California. NICHOLAS RAYMOND: Case Summary & 9 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Nicholas Raymond Innerbichler P.O. Box 125 Magdalena, NM 87825 Bankruptcy Case No.: 09-12437 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court New Mexico (Albuquerque) Judge: Mark B. McFeeley 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 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Innerbichler's petition, including a list of his 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nmb09-12437.pdf The petition was signed by Mr. Innerbichler. NIELSEN COMPANY: Fitch Reports Liquidity, Risks & Bond Summaries ---------------------------------------------------------------- Fitch Ratings has published a 20-page report on The Nielsen Company B.V. The report details liquidity, the key drivers of risk, various EBITDA calculations and reconciliations, recovery expectations, the organizational debt structure diagrams, and indenture/facility summaries. Fitch affirmed Nielsen's Issuer Default Ratings at 'B' and Stable Outlook on May 19, 2009. NUKOTE INT'L: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- The Tennessean reports that Nukote International, Inc., and four of its subsidiaries have filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Tennessee. Nukote said in court documents that as of March 31, 2009, it had 1,100 employees, $86 million in assets, and $79 million in debts. Franklin, Tennessee-based Nukote International, Inc., is a printer cartridge maker. It had operations around the world, including a plant in Mexico and a distribution center in Franklin that employs 29 people. Nukote is a privately owned part of Richmont Holdings. PACKAGING DYNAMICS: S&P Downgrades Corporate Credit Rating to 'B-' ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on Packaging Dynamics Corp. S&P lowered the long-term corporate credit rating to 'B-' from 'B'. S&P removed all ratings from CreditWatch, where they were placed with negative implications on April 22, 2009. The outlook is negative. At the same time, S&P lowered the issue rating on the company's senior secured term loan to 'B-' from 'B+', the same as the corporate credit rating on the company. S&P revised the recovery rating on this debt to '3' from '2', indicating expectation for meaningful (50%-70%) recovery in the event of a payment default. This action resulted from the decline in enterprise value in S&P's simulated default analysis because EBITDA is lower then previously thought due to the deterioration in market conditions. "The downgrade reflects our expectation that the lingering recession in the U.S. and continued soft demand will have a much more significant effect on Packaging Dynamics' revenues and profitability than S&P previously anticipated," said Standard & Poor's credit analyst Andy Sookram. S&P expects total adjusted debt to EBITDA of around 9x, a level that S&P would consider to be not consistent with the previous 'B' rating. However, S&P thinks that the company's liquidity profile will remain adequate for the 'B-' rating in the near term, with availability under the asset- based revolving credit of around $50 million, lack of maintenance financial covenants governing its credit facility, no meaningful debt maturities until mid-2011, and EBITDA coverage of interest expense around 1.5x. S&P also expects the company to use funds received under alternative-fuel-mix tax credits for debt reduction. The negative outlook reflects the continued operating challenges that the company will likely face in the near term, including significant cyclical pressures in its specialty paper segment because of continued weak demand and some price pressures due to the combination of aggressive inventory destocking and weak economic conditions. During 2009, S&P expects revenues to decline by over 10% and EBITDA to drop by over 30%, year-over-year, leading to a significant deterioration in total adjusted debt to EBITDA of around 9x, a level S&P would consider somewhat weak for the 'B-' rating. In addition, while S&P has incorporated into the rating and outlook S&P's expectations that the U.S. economy will begin to recover by the end of 2009, S&P expects total debt to EBITDA to remain above 7x. S&P could lower ratings further if market conditions deteriorate more than S&P expects, resulting in a further drop in demand and a significant deterioration in selling prices, causing a meaningful underperformance relative to S&P's expectations. If this scenario were to unfold, S&P estimates EBITDA could decline by more than 50%, resulting in a meaningful depletion of liquidity to fund operating requirements, including interest expense and capital expenditures. PENN VIRGINIA: Moody's Assigns 'B1' Corporate Family Rating ----------------------------------------------------------- Moody's assigned a first time B1 Corporate Family Rating to Penn Virginia Corporation. Simultaneously, Moody's assigned a B2 (LGD 4, 58%) rating to the company's proposed senior unsecured notes offering, a B1 probability of default Rating, and Speculative Grade Liquidity Rating of SGL-3. The outlook is stable. Moody's assigned a B1 CFR based on the assessment of PVA's E&P business and its ownership stake in Penn Virginia GP Holdings, L.P., a publicly traded Master Limited Partnership. Moody's view the E&P business as having an overall profile that is comparable to similarly rated E&P companies. Although the scale of company's reserves and production are on the lower end of the B1 peer group, the company has demonstrated solid growth of both its reserves and production over the past four years through both organic performance and acquisitions while maintaining competitive operating metrics and leverage. The property portfolio also contains good diversification across five core areas in the U.S. and possesses a durable core of production in the company's legacy Appalachian basin as well as the Mid-Continent region. While the East Texas reserves represent approximately 45% of total reserves, the production profile is well balanced among all of the assets, with no area currently accounting for more than 26%. The B1 CFR also considers the company's ownership interest in Penn Virginia GP Holdings, L.P. PVG's primary asset is its ownership interest in Penn Virginia Resource Partners, L.P., also a publicly traded MLP. As a result of its ownership interest, PVA received $44 million in distributions for 2008, and is currently on a $46 million run-rate basis based on Q1 '09 distributions. This steady stream of cash flows helps augment the cash flow generating capabilities of the oil and gas operations. Though also small in terms of assets, PVR on a stand alone basis is comparable to a B1/Ba3 rated MLP, given its manageable leverage and long established coal related business in addition to the natural gas midstream business. The B1 is restrained by PVA's higher than historical leverage levels, though still considered acceptable at the B1 rating. Pro forma for the company's recent equity offering, debt to proven developed reserves is just over $8.00/boe, which is slightly above the average for the B1 peer group. On a debt/average daily production basis, PVA compares favorably to the peer group; however, if natural gas prices remain at their currently weak levels, the company could outspend cash flow which may keep this metric from staying comparatively lower. The B1 also considers Moody's expectation that PVA's production trends will plateau, if not decline, by year-end 2009 based on the company's drastically reduced capital spending program. While the company has taken steps to preserve and enhance its overall liquidity position by cutting capital spending by approximately 75% compared to 2008, Moody's estimate that this level of spending will not be sufficient to maintain existing production and possibly reserves. While this production decline is to be expected, it should still be in-line with the B1 rating. The B1 is further restrained by Moody's expectation that the company's cost structure is likely to increase. The company's very favorable finding and development benefits from a surge in proven undeveloped reserves in 2008, which increased from about 41% of total proved reserves to 49%. However, as the company develops the PUDs, its F&D costs are likely to increase and put pressure on the company's leverage full cycle ratio over the near- term, barring any benefit from higher commodity prices. Moody's views PVA's liquidity position as adequate to cover its cash needs over the next 12 months. On a consolidated basis, PVA may outspend operating cash flow due to its capital spending program and distributions for 2009. However, the company's recent equity issuance has improved liquidity and PVA currently has ample availability under its credit facility (approximately $300 million pro forma for the notes offering) in the event commodity prices (particularly natural gas) remain weak and result in a funding shortfall for the remainder of the year at the E&P operations. At the PVG level, the company's outspending of cash flows to fund capital spending and distributions should be covered by the current $200 million of availability under the PVR credit facility. While Moody's expects that maintenance covenants at both the PVA and PVR levels will be met, covenants for the PVA credit facility could get tight over the next four quarters if commodity prices remain at current low levels for the remainder of 2009. Penn Virginia Corporation, headquartered in Radnor, Pennsylvania, is an independent oil and gas company primarily engaged in the development, exploration, and production of natural gas and oil in the East Texas, the Mid-Continent, Appalachian, Mississippi, and Gulf Coast regions. PVA also indirectly owns partner interests in Penn Virginia Resource Partners, L.P. a publicly traded Master Limited Partnership. PVA's ownership interests in PVR are held principally thorough its general partner interest and a 77% limited partner interest in Penn Virginia GP Holdings, L.P., another publicly traded Master Limited Partnership. PENN VIRGINIA: S&P Assigns 'BB-' Long-Term Corporate Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to oil and gas exploration and production company Penn Virginia Corp. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating, the same as the corporate credit rating on the company, to PVA's proposed $250 million senior unsecured notes due 2016. The recovery rating on this debt is '3', indicating expectations for meaningful (50% to 70%) recovery of payment in a default. S&P also assigned a 'B' rating, two notches lower than the corporate credit rating, to PVA's existing $230 million 4.5% convertible senior subordinated notes due 2012. The recovery rating is '6', indicating expectations of negligible recovery in a payment default. Pro forma for its recent equity offering as of March 31, 2009, PVA has $534 million in debt, excluding the debt at its partially owned master limited partnership, Penn Virginia Resources Partners L.P. "The ratings on PVA reflect the E&P industry's highly capital intensive and cyclical nature; PVA's limited scale and product diversity; and S&P's view that U.S. natural gas prices are likely to remain weak in the near term," said Standard & Poor's credit analyst David Lundberg. "The ratings also reflect PVA's competitive cost structure; relatively moderate financial leverage; and the benefit received from the dividends upstreamed from PVR." Radnor, Pennsylvania-based PVA's primary business consists of its E&P operations. As of Dec. 31, 2008, PVA had 916 billion cubic feet equivalent of total proved reserves, of which a low 51% were developed. First-quarter 2009 daily production averaged 152 million cubic feet equivalent, 86% of which was natural gas, 6% natural gas liquids, and 7% crude oil. Relative to peers in the 'BB' rating category, PVA's reserve base and production are small, and the company is among the most levered to natural gas in the peer group. PVA maintains core operations in four geographic areas: the MidContinent, East Texas, Mississippi, and Appalachia. In addition, it maintains a small presence in the Gulf Coast. While production is fairly evenly split between the four areas, PVA is concentrating its 2009 drilling activities in its two most profitable areas: the MidContinent and East Texas. The outlook is stable. Given the weak industry fundamentals and the company's limited scale, any positive ratings action is unlikely. S&P would consider a negative ratings action if credit measures worsen materially relative to S&P's current expectations, whether due to the company incurring debt to finance capital expenditures or acquisitions or due to S&P's lowering its natural gas pricing assumptions. Specifically, S&P would consider a negative ratings action if debt to EBITDAX approaches 3.25x (unless the debt to EBITDAX covenant is waived or amended, in which case S&P's tolerance would increase somewhat), or if liquidity materially worsens. QUANTUM CORPORATION: Moody's Changes Default Rating to 'Ca/LD' -------------------------------------------------------------- Moody's Investors Service revised the probability of default rating for Quantum Corporation to Ca/LD, reflecting the limited default which has occurred following completion of the previously announced tender offer for its 4.375% Convertible Subordinated Notes due 2010. The PDR will revert back to Ca (still under review) and the /LD designation will be removed in approximately 3 business days, consistent with Moody's practice for such deemed distressed exchange transactions. In addition, Moody's notes that it is continuing its review of all ratings, with direction uncertain, pending the outcome of additional actions required to eliminate the potential accelerated maturity of the remaining $208 million senior secured term loan in February 2010. Upon closing of the tender process on June 3, 2009, approximately $87 million of the original $160 million in aggregate principal amount of the Subordinated Notes were validly tendered. However, the amount tendered falls short of the required $135 million that is necessary to eliminate the accelerated maturity of the remaining senior secured term loan. Accordingly, Moody's expect the company to take additional actions as needed to pay down the remaining $48 million of principal amount necessary to reach the $135 million threshold. Successful completion of the required refinancing, combined with the company's improving performance (e.g., cash flow from operations and covenanted EBITDA of $88 million and $105 million, respectively, during the fiscal year ended March 31, 2009, and increased gross margins due to a favorable shift in sales mix, traction from its new DXi7500 products and EMC partnership, and cost reduction initiatives) and Moody's expectation of free cash flow generation in 2009 should provide a positive ratings bias for the company going forward. The review will focus on the company's capital structure after completion of the refinancing of the Subordinated Notes, its prospective ability to further improve the liquidity profile by increasing free cash flow in the midst of the current economic downturn, and/or potentially selling certain assets, business lines or the company as a whole, if necessary. The review will also continue to assess the company's ability to implement any additional restructuring programs, manage working capital needs, and maintain compliance with financial maintenance covenants under the bank credit facility, which notably tightened beginning March 30, 2009. Ratings changed: -- Probability-of-default rating -- to Ca/LD from Ca Ratings remaining under review direction uncertain: -- Corporate Family Rating of Caa1; -- Probability-of-default rating of Ca/LD; -- $160 million subordinated convertible notes due 2010 (remaining balance of $73 million) of Caa3 (LGD 5, 75%); -- $50 million senior secured revolver expiring 2012 of B1 (LGD 2, 17%); -- $400 million senior secured first lien facility due 2014 (remaining balance of $208 million) of B1 (LGD 2, 17%); The last rating action for Quantum Corporation was on March 31, 2009, when Moody's downgraded the PDR to Ca from Caa2 following the announcement that the company had commenced a tender offer for up to $142 million of principal amount of its Subordinated Notes. In addition, Moody's revised its open review for possible downgrade to a review with direction uncertain pending the completion of the tender offer process. With about $809 million in revenues for the twelve months ended March 31, 2009, Quantum Corporation, headquartered in San Jose, California, is a leading global data storage company offering a broad portfolio of disk-based deduplication/replication, tape and software products for backup, recovery and archive. R. CHRISTOPHER WELBORNE: Case Summary & 4 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: R. Christopher Welborne 862 Buffalo Nvno. Zionville, NC 28698 Bankruptcy Case No.: 09-50773 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Wilkesboro) Judge: J. Craig Whitley Debtor's Counsel: David G. Gray, Esq. 81 Central Avenue Asheville, NC 28801 Tel: (828) 254-6315 Email: judyhj@bellsouth.net Total Assets: $1,218,350 Total Debts: $1,943,500 A full-text copy of Mr. Welborne's petition, including a list of his 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ncwb09-50773.pdf The petition was signed by Mr. Welborne. RADIATION THERAPY: Moody's Gives Neg. Outlook & Holds 'B2' Rating ----------------------------------------------------------------- Moody's Investors Service revised the outlook of Radiation Therapy Services, Inc., to negative from stable. At the same time Moody's affirmed the B2 Corporate Family Rating, B2 Probability of Default Rating and the B1 rating on the credit facility. The change in the outlook to negative reflects Moody's expectation for reduced same-facility EBITDA over the next year as a result of several factors including: 1) a meaningful decline in Medicare reimbursement starting January 1, 2009; 2) weakness in patient volumes (particularly in Radiation Therapy's Florida markets); 3) increased exposure to bad debt related to the broader economy and 4) slowing benefit from deployment of advanced technologies. The negative outlook also reflects Moody's expectation for a weakening liquidity profile including potential difficulty in obtaining capital lease financing for equipment due to the broader credit crisis. Further, Moody's anticipates Radiation Therapy will continue to pursue an acquisition and de novo strategy which could heighten credit risk during this period of weakened liquidity and operating uncertainty. The B2 Corporate Family Rating primarily reflects Radiation Therapy's considerable financial leverage and deterioration of credit metrics following the February 2008 acquisition by Vestar Capital Partners. The ratings also reflect the limited absolute scale of the company as well as its concentration of revenues by payor (Medicare) and geography (Florida). The ratings are supported by Radiation Therapy's competitive position as the largest pure-play national provider of radiation therapy to cancer patients, as well as the strong underlying industry demand fundamentals. In addition, the ratings reflect the sizeable equity investment contributed by Vestar and management. Ratings affirmed: -- $60 million senior secured revolver due 2013: B1 (LGD3, 33%) -- $347 million senior secured term loan due 2014: B1 (LGD3, 33%) -- Corporate Family Rating, B2 -- Probability of Default Rating, B2 The ratings outlook is negative. The last rating action was January 29, 2008 when Moody's assigned Radiation Therapy's ratings in connection with its LBO. Radiation Therapy's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of Radiation Therapy's core industry and the company's ratings are believed to be comparable to those other issuers of similar credit risk. Radiation Therapy is the largest owner and operator of radiation treatment facilities in the US. At March 31, 2009, the company operated 97 facilities offering radiation therapy alternatives to cancer patients ranging from conventional external beam radiation to newer, technologically advanced options. Moody's estimates that the company's revenues for the twelve months ended March 31, 2009, were approximately $512 million. REAL MEX: Pays President $500,000 as Initial Annual Base Salary --------------------------------------------------------------- Real Mex Restaurants, Inc., entered into an employment agreement with Richard Rivera in connection with Mr. Rivera's appointment as president, chief executive officer and chairman of the board of directors. The agreement provides for a two-year term of employment with an additional one-year evergreen renewal for which either party has the option not to renew upon 90 days prior notice. Mr. Rivera has agreed to an initial annual base salary of $500,000, to be reviewed and adjusted annually, and an annual performance bonus which will be in a range of up to 150% of his base salary then in effect under the Company's senior management bonus plan. In addition, Mr. Rivera will participate in an equity or profit sharing plan based on improvements to equity value during the next three years, the details of which will be set forth in a separate agreement. In the event Mr. Rivera is terminated without cause, resigns within 30 days after a change in control or resigns for good reason, he will be entitled to six months of his base salary in effect at the time of termination, payment of premiums for COBRA coverage for a twelve-month period, and pro rata vesting in the equity/profit sharing plan, on a three-year straight-line monthly basis through the date of termination. Mr. Rivera will be reimbursed up to $50,000 per year, on an after tax basis, for expenses related to renting a home in California and travel between the Company's office and Mr. Rivera's home in Florida. About Real Mex Restaurants, Inc. Headquartered in Cypress, California, Real Mex Restaurants, Inc. - - http://www.realmexrestaurants.com/-- is a full-service Mexican casual dining restaurant chain operator in the United States. As of December 28, 2008, the Company had 190 restaurants, located in California. Its four primary restaurant concepts, El Torito, El Torito Grill, Chevys Fresh Mex and Acapulco Mexican Restaurant, offer a variety of Mexican dishes and a selection of alcoholic beverages, seven days a week for lunch and dinner, as well as Sunday brunch. The Company's three major subsidiaries are El Torito Restaurants, Inc., Acapulco Restaurants, Inc., Chevys Restaurants LLC, and a purchasing, distribution, and manufacturing subsidiary, Real Mex Foods, Inc. At March 29, 2009, the company's balance sheet showed total assets of $287.3 million, total liabilities of $272.9 million and stockholders' equity of about $14.4 million. * * * As reported in the Troubled Company Reporter on November 26, 2008, Moody's Investors Service raised Real Mex Restaurants, Inc.'s probability of default rating and corporate family rating to Caa2 from Caa3, while affirming its $105 million senior secured notes at B2. The rating outlook is negative. Concurrently, its Speculative Grade Liquidity rating was affirmed at SGL-4, indicating expected weak liquidity in the next twelve months. REVE SPC: S&P Withdraws 'CCC-' Rating on 2007-42 Senior Notes ------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its rating on REVE SPC's leveraged super-senior notes series 2007-42. The rating was on CreditWatch negative before the withdrawal. S&P withdrew the rating after receiving notice of the full paydown of the principal balance of the notes. Rating Withdrawn REVE SPC LSS notes series 2007-42 Rating ------ Class To From ----- -- ---- Notes NR CCC-/Watch Neg NR-Not rated. REXNORD LLC: Posts $7.8 Million Net Loss in Quarter Ended March 31 ------------------------------------------------------------------ Rexnord LLC reported summary results for the fourth fiscal quarter and full year ended March 31, 2009. Net loss in the fourth quarter of fiscal 2009 was $7.8 million compared to net income of $11.7 million in the fourth quarter of fiscal 2008. The fourth quarter net loss included a $20.9 million restructuring charge and a $19.5 million intangible asset impairment charge. Net loss in fiscal 2009 was $394.3 million compared to a net income of $40.9 million in fiscal 2008. The net loss in fiscal 2009 includes $422 million of intangible asset and goodwill impairment charges and $24.5 million of restructuring charges. At the end of fiscal 2009, the Company had total debt of $2.1 billion, an increase of $116.0 million from March 31, 2008. Total debt at March 31, 2009, includes $7.3 million of debt assumed through the February 27, 2009, acquisition of Fontaine. The remaining increase in debt is due to: (1) in October 2008, the Company borrowed $47.5 million from its revolving credit facility to increase its cash position and to preserve financial flexibility in light of the uncertainty in the capital and credit markets, and (2) during the fourth quarter of fiscal 2009, the Company borrowed $65.2 million from its revolving credit facility and its accounts receivable securitization program to make dividend payments to its indirect parent, Rexnord Holdings, Inc. and purchase stock of Fontaine-Alliance Inc. and affiliates. The Company had cash of $277.5 million at March 31, 2009, an increase of $135.6 million from March 31, 2008. At March 31, 2009, the company's balance sheet showed total assets of $3.2 billion, total debts of $2.1 billion and stockholders' equity of $157.4 million. A full-text copy of the 10-K filing is available for free at http://ResearchArchives.com/t/s?3d87 About Rexnord LLC Milwaukee, Wisconsin-based Rexnord LLC -- http://www.rexnord.com/ and http://www.zurn.com/-- is a diversified, multi- platform industrial company comprised of two key platforms of power transmission and water management products. * * * As reported in the Troubled Company Reporter on May 5, 2009, Standard & Poor's Ratings Services raised its long-term corporate credit rating on Rexnord LLC to 'B' from 'SD' (selective default). At the same time, S&P affirmed the issue-level ratings on the company's rated debt. The outlook is negative. RONNIE EARL WRENN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Joint Debtors: Ronnie Earl Wrenn Ella Swanson Wrenn 119 Dorsey Rd Louisburg, NC 27549 Bankruptcy Case No.: 09-04623 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtors' Counsel: Trawick H. Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Email: efile@stubbsperdue.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-04623.pdf The petition was signed by the Joint Debtors. RZ REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: RZ Real Estate Investment, LLC 122 W. Capitol Drive Milwaukee, WI 53212 Bankruptcy Case No.: 09-28035 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Real Estate Holding, LLC 09-28036 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Debtor's Counsel: Russell C. Brannen, Esq. Brannen Law Center, S.C. P.O. Box 1527, Suite 101 200 S. Executive Drive Brookfield, WI 53005-1527 Tel: (262) 827-4669 Fax: (414) 789-6699 Email: russ@brannen-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 a list of its 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wieb09-28035.pdf The petition was signed by Chaudhry Asif Rana, managing member of the Company. SAN MARINO NAPLES: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: San Marino Naples, LLC 401 Commercial Court, Suite A Venice, FL 34292 Bankruptcy Case No.: 09-11759 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: R. John Cole, II, Esq. 46 N Washington Blvd, Suite 24 Sarasota, FL 34236 Tel: (941) 365-4055 Fax: (941) 365-4219 Email: rjc@rjcolelaw.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 a list of its 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-11759.pdf The petition was signed by Berry Taylor, manager of the Company. SCOTTISH RE: S&P Withdraws 'CC' Counterparty Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed all of its ratings on Scottish Re Group Ltd. and related entities. Subsequently, S&P withdrew all of the ratings at the company's request. S&P affirmed and then withdrew the 'CC' counterparty credit rating on SRGL, the 'C' rating on SRGL's US$125 million variable rate noncumulative perpetual preferred stock, and the 'CCC-' counterparty credit and financial strength ratings on Scottish Annuity & Life Insurance Co. (Cayman) Ltd. Standard & Poor's also affirmed and then withdrew the 'CCC-' senior secured rating on the Stingray Pass-Through Trust US$325 million 5.902% collateral facility securities due January 2015 secured by funding agreements issued by SALIC. In addition, S&P affirmed and then withdrew the 'R' counterparty credit and financial strength ratings on Scottish Re (U.S.) Inc. and the 'CCC' counterparty credit and financial strength ratings on Scottish Re Life Corp. "We believe there is enough market interest in the $125 million of securities issued by SRGL and the $325 million of debt secured by funding agreements issued by SALIC for maintaining unsolicited ratings on these entities," said Standard & Poor's credit analyst Robert Hafner. "However, S&P believes there will be insufficient public information available to maintain the ratings." SIMTROL INC: Completes Sale of $562,250 of Participation Interests ------------------------------------------------------------------ Simtrol, Inc., disclosed on a filing with the Securities and Exchange Commission that on May 29, 2009, the Company completed the sale of $562,250 of Participation Interests in a secured master promissory note to accredited private investors. The net proceeds of this offering will be used for working capital and general corporate purposes. Important terms of the Master Note include: -- The Master Note bears interest at the rate of 22% per annum, is payable six months from the issue date and can be pre- paid at any time. Accrued interest is payable in cash on the Maturity Date. -- The Maturity Date of the Master Note may be extended by the Company for two 30-day periods. If the Company elects to extend the Maturity Date, the Company will pay a 5% Extension Fee at the conclusion of each such 30-day Extension Period, payable at the option of the Company in cash or the Company's common stock. By way of example, if the outstanding balance of the Master Note is $22,500, the Company would pay an Extension Fee of $1,125. If the Extension fee is paid in common stock, the common stock will be deemed to have a value per share equal to the greater of $0.375 or the 10-day simple average of closing prices on the Over The Counter Bulletin Board for the 10 trading days preceding the date the payment is due. -- The Master Note is secured by all of the Company's cash and cash equivalents, accounts receivable, prepaid assets, and equipment. The Master Note and Participation Interests will be convertible into equity securities on these terms: -- If the Company closes a Qualifying Next Equity Financing before the Maturity Date, the then-outstanding balance of principal and accrued interest on the Master Note will automatically convert into shares of the Next Equity Financing Securities the Company issues. Next Equity Financing Securities means the type and class of equity securities that the Company sells in a Qualifying Next Equity Financing or a Non-Qualifying Next Equity Financing. If the Company sells a unit comprising a combination of equity securities, then the Next Equity Financing Securities will be deemed to constitute that unit. Upon conversion, the Company would issue that number of shares of Next Equity Financing Securities equal the quotient obtained by dividing the then-outstanding balance of principal and accrued interest on the Master Note by the price per share of the Next Equity Financing Securities. -- If the Company closes a "Non-Qualifying Next Equity Financing" before the Maturity Date, the then-outstanding balance of principal and accrued interest represented by a Participation Interest can be converted, at the option and election of the investor, into shares of the Next Equity Financing Securities the Company issues. -- A Qualifying Next Equity Financing means the first bona fide equity financing occurring subsequent to the date of issue of the Master Note in which the Company sells and issues any securities for total consideration totaling not less than $2.0 million in the aggregate, including the principal balance and accrued but unpaid interest to be converted on all its outstanding Participation Interests in the Master Note, at a price per share for equivalent shares of common stock that is not greater than $0.375 per share. -- A Non-Qualifying Next Equity Financing means that the Company completes a bona fide equity financing but fails to raise total consideration of at least $2.0 million, or the price per share for equivalent shares of common stock is greater than $0.375 per share. -- At any time prior to payment in full of this Note, an Investor may convert all, but not less than all, of such Investors interest in this Note into that number of Series C Preferred Stock Units equal to (A) the principal balance plus accrued but unpaid interest hereunder due and payable to the investor in accordance with such Investor's Participation Interest, divided by (B) $750. Each Series C Preferred Stock Unit comprises one share of its Series C Convertible Preferred Stock and detachable five-year warrants to acquire 2,000 shares of its common stock at an exercise price of $0.375 per share. The Investor Warrants have a term ending on the earlier to occur of (i) the fifth anniversary of the Investor Warrant issue date; or (ii) the closing of a change of control event. The Investor Warrants will have a cashless exercise feature and anti-dilution provisions that adjust both the exercise price and quantity if subsequent equity offerings are completed where Simtrol issues common stock at a lower effective price per share than the exercise price. About Simtrol Inc. Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL) -- http://www.simtrol.com/-- is a developer of software that manages controllable devices such as display monitors, video cameras, and medical equipment for diverse markets such as digital signage, security and surveillance, and healthcare. Going Concern Doubt On March 27, 2009, Marcum & Kliegman LLP in New York City raised substantial doubt about Simtrol Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended December 31, 2008, and 2007. As of March 31, 2009, the Company had cash and cash equivalents totaling $389,003 and working capital of $258,961. Since inception, the Company has not achieved a sufficient level of revenue to support its business and incurred a net loss of $882,733 and used net cash of $595,501 in operating activities during the three months ended March 31, 2009. The Company will require additional funding to fund its development and operating activities during the second quarter of 2009. If no source of additional cash is available to the Company, then the Company would be forced to significantly reduce the scope of its operations or possibly seek court protection from creditors or cease business operations altogether. SMITH MINING: Court Says Fuel Supplier Payments Were Preferences ---------------------------------------------------------------- WestLaw reports that the payments made by a Chapter 11 debtor to its fuel supplier during the preference period were not made in the ordinary course of business between the debtor and the supplier or according to ordinary business terms. The payments thus were not protected from avoidance under the ordinary course of business defense to the trustee's preferential transfer claims. The average 67-day period for the payment of the debtor's invoices after receipt increased to 76 days, and the debtor's regular practice of paying outstanding invoices first changed once the debtor began experiencing cash flow problems and the supplier threatened to suspend fuel deliveries unless the debtor made payment for the current fuel deliveries immediately. In re Smith Min. and Material, LLC, --- B.R. ----, 2009 WL 1401507 (Bankr. W.D. Ky.). Based in Louisville, Kentucky, Smith Mining and Materials, LLC, is a limited liability company formed on December 16, 2004, whose main business activity is the mining and crushing of limestone rock. In 2005 it mined and sold over 800,000 tons of limestone and crushed rock. Its operations is located at a 226-acre rock quarry which it owns and employed approximately 25 individuals. The Debtor filed for Chapter 11 protection on February 9, 2006. (Bankr. W.D. Ky. Case No. 06-30260). Dean A. Langdon, Esq., Laura Day DelCotto, Esq., and M. Tyler Powell, Esq., at Wise DelCotto PLLC, represent the Debtor. On April 24, 2006, the Bankruptcy Court confirmed J. Bruce Miller, Esq., as Smith Mining's Chapter 11 Trustee. Kenneth C. Henry of RTL Recovery Group, Inc., gives financial advice to the Chapter 11 Trustee. When the Debtors filed for protection from their creditors, they listed estimated total assets at $10 million to $50 million and $10 million to $50 million in total debts. SPANSION INC: Court Denies Patent Settlement Deal With Samsung -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has denied Spansion, Inc.'s motion for authorization to enter into a settlement of litigation with, and license of intellectual property to, Samsung Electronics Co., Inc. As reported in the Troubled Company Reporter on May 27, 2009, the Ad Hoc Consortium of Floating Rate Noteholders balked at a $70 million settlement agreement between Spansion Inc. and Samsung Electronics Co., Ltd. The group related that while it continues to review the adequacy of the proposed agreement between the Debtors and Samsung, the group firmly believes that the structural problems with the Agreement render it not in the paramount interest of creditors, as required by law, and thus should not be approved by the Court. Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware, counsel to the Ad Hoc Consortium, said the Settlement Agreement involves some very difficult issues for the Court to resolve, which may be categorized as structural issues and evaluation of the settlement quantum. Mr. Horan asserted there are three primary structural problems with the Settlement Agreement: (i) The forms of "mutual release" ending the litigation are entirely unbalanced. The Debtors, on the one hand, provide Samsung an all-encompassing, royalty free world- wide license in perpetuity, covering all intellectual property now owned or created or acquired in the future. Samsung, on the other hand, furnishes the Debtors only a "Covenant Not to Assert" that is limited only to intellectual property held by Samsung's "Semi-Conductor" business unit; (ii) While Samsung agrees not to sue Spansion "personally," the Settlement Agreement does not preclude Samsung from suing any distributor, reseller, retailer or customer of a Spansion product employing an element that allegedly infringes on a Samsumg patent; and (iii) Samsung's Covenant Not to Assert evaporates by its terms upon a "Change of Control," which is defined to include a broad-spectrum of Merger & Acquisition transactions. In November 2008, Spansion filed a patent infringement complaint against Samsung with the International Trade Commission. The complaint seeks the exclusion form the United States market of more than 100 million mp3 players, cell phones, digital cameras and other consumer electronic devices containing Samsung's flash memory components. The Debtors had alleged in the ITC Action that those components infringe on four of their patents relating to "floating gate" technology. Simultaneously with the ITC Action, the Debtors filed a patent infringement lawsuit against Samsung in the Bankruptcy Court, seeking both an injunction and damages for alleged violations relating to Samsung Flash Memory. Samsung filed counter-claims in the Delaware Action, alleging that the Debtors are infringing five Samsung patents and seeking injunction and damages for the alleged violations. In addition, Samsung filed a patent infringement action against the Debtors' Japanese subsidiary, Spansion Japan Limited, seeking an injunction against Spansion Japan from manufacturing and selling certain products that allegedly infringe on Samsung's intellectual property as well as the destruction of all those products. The Debtors said they have spent millions of dollars preparing for and litigating the ITC Action and the Delaware Action. The Debtors estimate that the litigation costs to them of the Actions will be approximately $15,000,000 per year for the next three to five years. The Debtors and Samsung had a series of discussions about settling the ITC Action, the Delaware Action and the Japanese Action and entering into licenses for, and covenants not to sue with respect to, each other's semiconductor-related intellectual property. Under the Agreement, the parties agree to dismiss the ITC Action, the Delaware Action and the Japanese Action. The Debtors will grant Samsung a non-exclusive, worldwide, fully paid-up, royalty- free, perpetual and irrevocable license to all of their existing and future patent and patent applications. The Debtors also covenant not to sue Samsung or its subsidiaries, distributors, resellers, retailers and customers in connection with the use of any products or sevices of Samusng or its subsidiaries under the licensed patents. In exchange, Samsung will pay the Debtors $70,000,000. Of this amount, $40,000,000 will be paid within 10 days after the order approving the motion has become final, non-appealable and the ITC Action, the Delaware Action and the Japanese Action have been dismissed. The remaining $30,000,000 will be paid over six months in monthly $5,000,000 increments commencing 30 days after the initial payment is made. In addition, Samsung covenants not to assert the patent and patent applications owned by it and controlled by its Semiconductor Division against the Debtors and their subsidiaries personally with respect to any product they make and sell exclusively under a brand they own or control. A full-text copy of the Settlement Agreement is available for free at http://bankrupt.com/misc/Spansion&SamsungAgreement.pdf About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of $3,840,000,000, and total debts of $2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had $10 million to $50 million in assets and $50 million to $100 million in debts. SYNAGRO TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'CCC+' ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Synagro Technologies Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. At the same time, Standard & Poor's raised the issue rating on the company's $115 million second-lien term loan to 'CCC-' (two notches below the corporate credit rating) from 'D'. The recovery rating on the second-lien loan is '6' indicating S&P's expectation of negligible recovery (0% to 10%) in the event of a payment default. S&P also raised the issue rating on the company's $390 million senior secured first-lien facilities to 'CCC+' (same as the corporate credit rating) from 'CC', and removed the rating from CreditWatch, where it was placed with developing implications on March 27, 2009. The recovery rating on the first-lien loan is '3', indicating S&P's expectation of meaningful recovery (50% to 70%) in the event of a payment default. "The rating actions reflect our reassessment of default risk and recovery prospects under the new capital structure after Synagro's purchase and retirement of about $35 million in face value of second-lien debt for a cash consideration of approximately $14 million. The 'SD' corporate credit rating reflected S&P's view that the exchange was distressed with the debtholders receiving a value significantly less than par," said Standard & Poor's credit analyst Ket Gondha. The rating action recognizes that the transaction results in additional headroom to the covenants and reduces interest expense by trimming debt levels; however, the changes are relatively minor given the company's large debt levels. TARRAGON CORP: Regions Borrowers Have Until Aug. 10 to File Plan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has extended One Las Olas, Ltd., and Central Square Tarragon LLC's -- the Regions' Borrowers -- exclusive period to propose a plan to August 10, 2009, and their exclusive period to solicit acceptances of that plan to October 9, 2009. Regions Bank's request for dismissal or conversion of the Regions Borrowers' Chapter 11 cases was denied by the Court. As reported in the Troubled Company Reporter on May 14, 2009, the Bankruptcy Court extended Tarragon Corp. and its debtor- affiliates' exclusive periods to propose and solicit acceptances of a plan, with the exception of the Regions Borrowers, to August 10, 2009, and October 9, 2009, respectively. The motion as it related to the Regions Borrowers was adjourned to May 14, 2009, due to the objection of Regions Bank with respect to the Regions Borrowers. About Tarragon Corporation Based in New York City, Tarragon Corporation (NasdaqGS:TARR) -- http://www.tarragoncorp.com/-- is a leading developer of multifamily housing for rent and for sale. Tarragon's operations are concentrated in the Northeast, Florida, Texas, and Tennessee. Tarragon and its affiliates filed for Chapter 11 protection on January 12, 2009 (Bankr. D. N.J. Case No. 09-10555). The Hon. Donald H. Steckroth presides over the case. Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R. Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A., represent the Debtor as bankruptcy counsel. Kurztman Carson Consultants LLC serves as notice and claims agent. Daniel A. Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New York, represents the Official Committee of Unsecured Creditors appointed in the case. Tarragon has said equity holders are out of the money with regard to its bankruptcy case. As of September 30, 2008, the Debtors had $840,688,000 in total assets and $1,035,582,000 in total debts. THURSTON HIGHLAND: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Thurston Highland Associates LLC 4200 6th Ave SE, Suite 301 Lacey, WA 98503 Bankruptcy Case No.: 09-44002 Chapter 11 Petition Date: June 4, 2009 Court: Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: Timothy W. Dore, Esq. dore@ryanlaw.com Ryan Swanson & Cleveland PLLC 1201 3rd Ave., Ste. 3400 Seattle, WA 98101-3034 Tel: (206) 464-4224 Estimated Assets: $50 million to $100 million Estimated Debts: $10 million to $50 million The Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ KPFF Consulting Engineers services $137,936 4200 - 6th Ave SE #309 Lacey, WA 98503 Tel: (360) 292-7230 City of Yelm services $121,500 PO Box 479 Yelm, WA 98597 Tel: (360) 458-3835 Thurston County Treasurer taxes $65,942 2000 Lakerridge Dr SW Olympia, WA 98502 Tel: (360) 786-5550 Brown & Caldwell services $54,921 Schwabe Williamson & Wyatt services $42,744 Pacific Groundwater Group services $18,630 Vicki Morris Consulting Svcs services $13,287 Arcadia Drilling Inc. $11,195 Insight Geologic Inc. $7,317 Robinson Noble services $6,746 Transportation Engineering planning $4,887 Property Counselors services $4,375 Anthony Burgess Consulting Inc $4,050 Environ services $3,583 Mutual of Enumclaw Insurance $3,285 Robert W Droll Landscape Arch $2,135 The Williams Group services $1,807 Gordon Thomas Honeywell services $1,375 Herrera Environmental services $1,320 RJD Construction Consultants $810 The petition was signed by Steven L. Chamberlain, manager. TRAVELPORT HOLDINGS: Moody's Withdraws Ratings on $1.1 Bil. Loan ---------------------------------------------------------------- Moody's Investors Service has withdrawn the rating for Travelport Holdings Limited's $1.1 billion PIK loan due 2012. The rating has been withdrawn because Moody's believes it lacks adequate information to maintain a rating. The last rating action was on November 18, 2008, when Moody's revised the rating outlook of Travelport Holdings Ltd. and its primary debt issuing subsidiary, Travelport LLC, to negative from stable while affirming the corporate family rating at B2. Headquartered in Parsippany, New Jersey, Travelport provides travel services, including those through its global distribution system and GTA, its group travel and wholesale hotel business. TROPICANA ENTERTAINMENT: NJ Debtors Get Final OK to Use Collateral ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey permitted Adamar of New Jersey, Inc. and Manchester Mall, Inc., dba Tropicana Casino and Resort - Atlantic City, to use the cash collateral of their Prepetition Lenders, on a final basis. Any objections that have not been previously resolved or withdrawn are overruled on their merits. The Prepetition Lenders are granted, pursuant to Section 363(e) of the Bankruptcy Code, adequate protection of their interest in the Prepetition Collateral to the extent of diminution in value, including for the use of Cash Collateral, the use, sale, lease, depreciation or other diminution in value of the Prepetition Collateral other than the Cash Collateral, and the imposition of the automatic stay. The New Jersey Debtors are authorized to use all Cash Collateral of the Prepetition Lenders from the Petition Date through and including the Termination Date for general corporate purposes and costs and expenses related to their Chapter 11 cases in accordance with the terms and conditions of the prepared Budget and the Final Order. The New Jersey Debtors will use any cash that is not Cash Collateral before the use of the Cash Collateral, and that cash will be also used with the terms and conditions of the Budget and the Final Order. The Prepetition Lenders are also granted, subject to payment of the Carve Out, a superpriority claim as provided for in Section 507(b) of the Bankruptcy Code with priority in payment over any and all administrative expenses of the kinds specified or ordered under any provision of the Bankruptcy Code. Except in the event of a sale of all or substantially all of the New Jersey Debtors' assets to the Prepetition Lenders pursuant to Section 363(k) of the Bankruptcy Code, the New Jersey Debtors are authorized and directed to pay to the Prepetition Agent, for the benefit of the Prepetition Lenders, 100% of the Net Cash Proceeds and any other consideration received in connection with any sale of the business of or the assets of the New Jersey Debtors. A full-text copy of the Final Order, including the Budget, is available at no charge at: http://bankrupt.com/misc/TropiA_FinalOrdCashColl.pdf About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC 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) TROPICANA ENTERTAINMENT: July 17 Set as NJ Debtors' Bar Date ------------------------------------------------------------ Adamar of New Jersey, Inc. and Manchester Mall, Inc., dba Tropicana Casino and Resort - Atlantic City, sought and obtained an order from the U.S. Bankruptcy Court for the District of New Jersey setting: (i) July 17, 2009, as the General Bar Date for persons and entities holding a claim against the New Jersey Debtors that arose before the Petition Date; (ii) September 18, 2009, as the Governmental Unit Bar Date for filing proofs of claim by a governmental unit; and (iii) July 17, 2009, as the Section 503(b)(9) Claims Bar Date for holders of claim against the New Jersey Debtors entitled to an administrative expense priority under Section 503(b)(9) of the Bankruptcy Code for goods received by the New Jersey Debtors in the ordinary course of business within 20 days before the Petition Date. About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC 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) TXCO RESOURCES: U.S. Trustee Forms 11-Member Creditors' Committee ----------------------------------------------------------------- Charles F. McVay, the United States Trustee for Region 7, appointed 11 creditors to serve on the Official Committee of Unsecured Creditors in TXCO Resources Inc. and its debtor- affiliates' Chapter 11 cases. The members of the Committee are: 1) MTZ Vacuum Services P.O. Box 155 Uvalde, TX 78802 Tel: (830) 486-9722 Fax: (830) 278-4647 2) Halliburton Energy Services, Inc. 10200 Bellaire Blvd., Suite 3NE-17E Houston, TX 77072-5206 Tel: (281) 575-4653 Fax: (281) 575-4754 3) WTG Gas Marketing, Inc. 211 N. Colorado Midland, TX 79707 Tel: (432) 682-6311 Fax: (432) 682-4024 4) Baker Hughes Oilfield Operations, Inc. 2929 Allen Parkway, Suite 2100 Houston, TX 77019 Tel: (713) 439-8774 Fax: (281) 582-4031 5) McGuire Industries, Inc. 2416 W. 42nd Street Odessa, TX 79764 Tel: (432) 550-4141 Fax: (432) 362-2379 6) Standard Tube Company 10307 Windfern Rd. Houston, TX 77064 Tel: (210) 832-9030 Fax: (210) 824-1151 7) Precision Gas Well Testing L.P. 2029 FM 1301 Wharton, TX 77488 Tel: (979) 531-8141 Fax: (979) 531-8121 8) Patterson-UTI Drilling Company, LLC 450 Gears Road, Suite 500 Houston, TX 77067 Tel: (281) 765-7152 Fax: (281) 765-7175 9) Smith International, Inc., Thomas Energy and Wireline Control Systems 16740 E. Hardy Street Houston, TX 77032 Tel: (832) 601-3059 Fax: (281) 233-9515 10) Strata Directional Tech & Allis Chalmers Tubular Services 911 Regional Park Dr. Houston, TX 77060 Tel: (281) 951-2459 Fax: (281) 951-2113 11) Innovative Energy Services, Inc. 5250 FM 2855 Katy, TX 77493 Tel: (281) 994-5428 Fax: (281) 994-5410 Fax Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About TXCO Resources TXCO Resources is an independent oil and gas enterprise with interests in the Maverick Basin, the onshore Gulf Coast region and the Marfa Basin of Texas, and the Midcontinent region of western Oklahoma. TXCO's business strategy is to acquire undeveloped mineral interests and internally developing a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. It accounts for its oil and gas operations under the successful efforts method of accounting and trades its common stock on Nasdaq's Global Select Market under the symbol "TXCO." The Company and its affiliates filed for Chapter 11 protection on May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807). The Debtors propose to hire Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at Cox Smith Matthews Incorporated as general restructuring counsel; Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts counsel; Albert S. Conly as chief restructuring officer and FTI Consulting Inc. as financial advisor; Goldman, Sachs & Co. as financial advisor for assets sale; Global Hunter Securities, LLC, as financial advisors and investment bankers; and Administar Services Group LLC as claims agent. As of March 31, 2009, the Debtors listed total assets: $431,898,000 and total debts of $323,833,000. UAL CORP: To Hold Annual Stockholders Meeting on June 11 -------------------------------------------------------- In a regulatory filing with the United States Securities and Exchange Commission, UAL Corporation disclosed that its 2008 annual meeting of stockholders will be held on June 11, 2009, at 9:00 a.m., at 1200 E. Algonquin Road, in Elk Grove Village, Illinois. At the meeting, shareholders will be asked to: (a) elect members of the board of directors, including: * 10 directors, to be elected by holders of Common Stock; * an Air Line Pilots Association, International director, to be elected by the holder of Class Pilot MEC Junior Preferred Stock; and * an International Association of Machinists and Aerospace Workers director, to be elected by the holder of Class IAM Junior Preferred Stock. (b) ratify the appointment of independent registered public accountants for 2009; and (c) vote on any other matters that may be properly brought before the meeting. Individuals who hold UAL shares at the close of business on April 13, 2009, are entitled to vote. Board of Directors Nominees Paul R. Lovejoy, senior vice president, general counsel and secretary of UAL, disclosed that each board of directors nominee was previously elected or appointed by the holders of the applicable class of stock and has served continuously as a director since the date of his or her first election or appointment: (1) Richard J. Almeida (2) Mary K. Bush (3) W. James Farrell (4) Walter Isaacson (5) Robert D. Krebs (6) Robert S. Miller (7) James J. O'Connor (8) Glenn F. Tilton (9) David J. Vitale (10) John H. Walker If a nominee unexpectedly becomes unavailable before election, or the company is notified that a substitute nominee has been selected, votes will be cast pursuant to the authority granted by the proxies from the holders for the person who may be designated as a substitute nominee. One ALPA director is to be elected by the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International, the holder of Class Pilot MEC Junior Preferred Stock. The ALPA-MEC has nominated and intends to re-elect Stephen A. Wallach as the ALPA director. One IAM director is to be elected by the International Association of Machinists and Aerospace Workers, the holder of Class IAM Junior Preferred Stock. The IAM has nominated and intends to re-elect Stephen R. Canale as the IAM director. Ratification of Deloitte & Touche Mr. Lovejoy stated that subject to ratification by the stockholders, the Audit Committee has appointed Deloitte & Touche LLP as the company's independent registered public accounting firm to audit the company's consolidated financial statements for fiscal year 2009. Deloitte & Touche LLP has served as the Company's independent auditors since 2002. It is anticipated that representatives of Deloitte & Touche will be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from those attending the Annual Meeting. Stockholder Proposal Mr. Lovejoy said that if a stockholder of record wishes to submit a proposal for inclusion in next year's proxy statement, the proposal must be received by the company no later than December 25, 2009, and comply with SEC rules. Failure to otherwise comply with SEC rules will cause the proposal to be excluded from the proxy materials. All notices must be submitted to Mr. Lovejoy. Additionally, the company must receive notice of any stockholder proposal to be submitted at next year's annual meeting of stockholders by February 11, 2010, or the proposal will be considered untimely and the persons named in the proxies solicited by management may exercise discretionary voting authority with respect to the proposal. To propose business or nominate a director at the 2010 annual meeting, proper notice must be submitted by a stockholder of record no later than February 11, 2010 in accordance with the company's bylaws. The notice must contain the information required by the Bylaws. No business proposed by a stockholder can be transacted at the annual meeting, and no nomination by a stockholder will be considered, unless the notice satisfies the requirements of the Bylaws. If the company does not receive notice of any other matter wish to be raised at the annual meeting in 2009 on or before February 11, 2010, the Bylaws provide that the matter will not be transacted and the nomination will not be considered. A full-text copy of UAL's Proxy Statement is available for free at the SEC: http://ResearchArchives.com/t/s?3d3d About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter on July 29, 2008, Standard & Poor's Ratings Services lowered its ratings on UAL Corp. and subsidiary United Air Lines Inc. (both rated B- /Negative/--), including lowering the long-term corporate credit ratings on both entities to 'B-' from 'B', and removed the ratings from CreditWatch, where they had been placed with negative implications May 22, 2008, as part of an industrywide review. The outlook is negative. UAL CORP: UMB Bank Lawsuit Status Hearing Continued to June 24 -------------------------------------------------------------- Judge Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois directed parties in: (i) United Air Lines vs. UMB Bank, NA, as successor indenture trustee, and (ii) City of Los Angeles against United and UMB, to file with the Court a specification of those counts of the adversary proceedings, if any, that the party believes remain subject to adjudication on the merits. Judge Wedoff noted that the United States Court of Appeals for the Seventh Circuit issued its decision in United Air Lines, Inc., v. Regional Airports Improvement Corp. et al., Nos. 08- 2736, 08-2752, 08-2824 & 08-2905 on May 5, 2009; and the Seventh Circuit's decision may have the effect of rendering moot some or all of the issues involved in the adversary proceedings. The Seventh Court's May 5, 2009 Order reversed the Bankruptcy Court's judgment regarding the value of UMB's collateral and held that UMB was fully secured. United: Court Should Defer Adjudication Representing United, Micah E. Marcus, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, reminds the Court that United's Amended Complaint against UMB asserts two causes of action in connection with an Escrow Agreement and Lien, which purport to grant the holders of the RAIC Bonds a security interest in $20 million of "rent credits" owed to United by the City of Los Angeles. Under the Amended Complaint, United alleges that the Escrow Agreement and Lien are avoidable as fraudulent transfers pursuant to Section 548 of the Bankruptcy Code or preferential transfers pursuant to Section 547 of the Bankruptcy Code. Mr. Marcus says that at first glance, the Seventh Circuit's Opinion appears to render United's fraudulent transfer and preferential transfer claims moot. Upon closer examination, it becomes clear that even in light of the Seventh Circuit's Decision, the Bankruptcy Court's resolution of United's Sections 548 and 547 claims is still necessary and relevant, he points out. He relates that United believes that the Seventh Circuit overlooked several outcome determinative facts and thus filed a petition for rehearing in the Seventh Circuit. He notes that whether or not the Seventh Circuit rejects the Petition, the Bankruptcy Court's resolution of the Section 548 and 547 claims is necessary to determine (i) the extent to which UMB is oversecured, or (ii) whether UMB's collateral includes the $20 million subject to the Escrow Agreement and Lien in addition to the value of United's leasehold in the RAIC Facilities. Without an answer to that question, the Bankruptcy Court cannot determine the extent to which UMB is entitled to postpetition interest, and the amount of the interest, he says. Mr. Marcus also asserts that the Seventh Circuit's conclusion that UMB is fully secured does not affect United's ability to prove that the Escrow Agreement and Lien constitute a fraudulent transfer under Section 548. He contends that the undisputable facts established at trial prove that the Escrow Agreement and Lien are fraudulent transfers. Although it had no obligation to do so, United entered into the Agreement, which granted the bondholders a lien on $20 million in "rent credit" payments owed to United by the City, he says. In exchange for United's agreement to hold those funds in escrow, United received no value in return, he argues. Similarly, the Seventh Circuit's conclusion that UMB is fully secured does not render United's Section 547 claim moot, Mr. Marcus contends. The Seventh Circuit opines that the value of UMB's collateral based on the value of United's lease of the RAIC Facilities is "at least $60 million." Collateral worth $60 million would not entitle UMB to postpetition interest, which can only be paid out of a creditor's security cushion, he explains. The transfers at issue, however, increased UMB's secured claim by $20 million, providing a $20 million security cushion, which would allow UMB to collect all of the postpetition interest to which it would be entitled pursuant to Section 506(b) of the Bankruptcy Code, he stresses. Thus, the transfers at issue enabled UMB to receive more than it would have if (i) the transfer had not been made and (ii) United's estate was liquidated under Chapter 7, he says. For these reasons, United believes that the Section 548 and 547 claims remain subject to adjudication on the merits by the Bankruptcy Court. Accordingly, United asks the Bankruptcy Court to defer consideration of whether any of the claims asserted in the Amended Complaint are moot until the Seventh Circuit rules on the Petition. UMB: Amended Complaint's Counts Deemed Moot On behalf of UMB Bank, Jeffrey S. Trachtman, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, says that assuming the Seventh Circuit denies the Petition, UMB Bank believes that the Seventh Circuit's decision renders the adversary proceedings moot because UMB is entitled to a full recovery regardless of the disposition of the escrowed funds. As a result, UMB Bank believes that none of the counts of the adversary proceedings remain subject to adjudication on the merits, he says. Accordingly, UMB suggests that the Bankruptcy Court hold in abeyance any further movement in the adversary proceedings, pending resolution of United's Petition and appropriate implementation of the ultimate judgment of the Seventh Circuit, with the anticipation that these proceedings may thereafter be dismissed as moot. Mr. Trachtman further says that the City of Los Angeles has authorized UMB to inform the Court that the City agrees with UMB's position. The status hearing on the adversary proceedings have been continued to June 24, 2009. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter on July 29, 2008, Standard & Poor's Ratings Services lowered its ratings on UAL Corp. and subsidiary United Air Lines Inc. (both rated B- /Negative/--), including lowering the long-term corporate credit ratings on both entities to 'B-' from 'B', and removed the ratings from CreditWatch, where they had been placed with negative implications May 22, 2008, as part of an industrywide review. The outlook is negative. UAL CORP: Court Approves Settlement With HSBC Bank -------------------------------------------------- Judge Eugener R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois approved the global settlement between United Air Lines, Inc. and HSBC Bank USA, Inc., as successor indenture trustee. HBSC will distribute cash and New UAL common stock received under the Settlement Agreement, and all remaining cash reserves to bondholders, net of (a) cash sufficient to pay all outstanding of HSBC's fees and expenses that have not been previously been reimbursed by United, and (b) a $75,000 reserve to be held by HSBC and used to pay any remaining HSBC's fees and expenses incurred through the date of the reserve distribution. Any unused portion of the Post-Settlement Reserve will be distributed to holders of Special Facilities Lease Revenue Bonds as soon as possible, but not later than six months after entry of approval of the Settlement Agreement. As reported by the Troubled Company Reporter on April 21, 2009, Michael B. Slade, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, related that California Statewide Communities Development Authority issued Special Facilities Lease Revenue Bonds for $154,845,000, the proceeds from which were paid to United. United had obligations to repay those bonds to the Indenture Trustee. United and CSCDA entered into a sublease and a facilities lease involving portions of the lease for United's Maintenance Operations Center at San Francisco International Airport. The Indenture Trustee was given a security interest in the portion of the MOC Lease covered by the Site Sublease and Facilities Lease. The salient terms of the Settlement Agreement are: A. United will provide to the Indenture Trustee, in full and final satisfaction of United's obligations to the Indenture Trustee on account of the Bond Claims, and in exchange for a full release of all of United's obligations to the Indenture Trustee and the holders of the Bonds, a consideration comprised of: -- a cash payment for $27,247,632 by United to the Indenture Trustee for the benefit of the holders of the Bonds. -- upon entry of an order approving the Settlement Agreement, allowance of Claim No. 36142 as a general unsecured claim for the Indenture Trustee, for the benefit of the Bondholders for $133,091,071. The Allowed Claim will not be entitled to any accumulated dividends that may have paid to United shareholders since February 1, 2006, but will be treated as general, unsecured prepetition claim in Class 2E-6 under the Plan. However, United will distribute 642,948 shares of New UAL Common Stock on account of the Allowed Claim immediately upon approval of the Settlement Agreement. -- upon approval of the Settlement Agreement, an additional unsecured claim in the name of the Indenture Trustee for the benefit of the Bondholders, will be deemed allowed in an amount sufficient to generate $1,122,678 in cash. United will liquidate the stock distributed on account of the Claim into cash. United will allow the Converted Unsecured Claim and will pay the cash amount generated from the Converted Unsecured Claim as directed by the Indenture Trustee immediately upon allowance of the Converted Unsecured Claim. B. United has made a conditional payment of $27,247,632 into an interest-bearing escrow account. If the Settlement Agreement is approved, the conditional payment and all interest accrued in the Escrow Account will promptly be disbursed to the Bondholders. If the Settlement Agreement is not approved, the conditional payment and any accrued interest will be promptly returned to United. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter on July 29, 2008, Standard & Poor's Ratings Services lowered its ratings on UAL Corp. and subsidiary United Air Lines Inc. (both rated B- /Negative/--), including lowering the long-term corporate credit ratings on both entities to 'B-' from 'B', and removed the ratings from CreditWatch, where they had been placed with negative implications May 22, 2008, as part of an industrywide review. The outlook is negative. UNI-MARTS, LLC: To Sell 210 Convenience Stores & Dealer Locations ----------------------------------------------------------------- Csnews.com reports that Uni-Marts, LLC, et al., will sell 210 convenience stores and dealer locations in Pennsylvania, New York, and Ohio. The sale process will be managed by the Debtors' investment banker, Matrix Capital Markets Group Inc. On May 29, 2009, the Debtors filed a motion for entry of an order establishing auction procedures related to the potential sale of their assets. Objections on the motion must be filed by June 8, 2009, at 4:00 p.m. Eastern Time. A hearing on the motion will be held on June 15, 2009, at 2:00 p.m. Eastern Time. After filing for bankruptcy, the Debtors tried marketing and pursuing a sale of substantially all of their assets. The Debtors conducted a court-approved auction process last year that resulted in Atlantis Petroleum, LLC, submitting the only bid for the Debtors' assets. On September 19, 2008, the Court approved the proposed sale of the Debtors' assets to Atlantis, a sale that was scheduled to have closed on September 30, 2008. Before the closing date, Atlantis told the Debtors that it failed to secure the financing necessary to close the sale and would be unable to fulfill its obligations under the purchase agreement. After consulting with the Committee and negotiating with Atlantis, the Debtors and Atlantis entered into an Extension Agreement, the principal purpose of which was to give Atlantis additional time to seek the necessary financing and to require Atlantis to further invest in the closing of the potential sale. When Atlantis still failed to satisfy its obligations under the purchase agreement, the Debtors terminated in December 2008 the Extension Agreement and the purchase agreement. Since then, the Debtors have been evaluating various alternative transactions or a stand-alone restructuring of their business. The Debtors have decided to pursue a potential sale of the Sale Assets, or a sale of the equity of the reorganized Debtors, to maximize the value available for the benefit of their creditors. The Debtors, with the assistance of Matrix Capital, have re- engaged a number of parties who previously expressed an interest in the Debtors' assets to gauge their continuing interest in the Sale Assets. The Debtors have already received expressions of interest for the purchase of significant portions of the Sale Assets and for the purchase of the equity of the reorganized Debtors after the reorganization plan is confirmed. Bids for the assets must be submitted by 4:00 p.m. Eastern Time on August 13, 2009. The sale is expected to close on September 30, 2009. The stalking horse bid deadline is June 30, 2009. When qualified bids are received, an auction will be held on August 18, 2009, at the offices of Morris, Nichols, Arsht & Tunnell, 1201 N. Market Street, 18th Floor, Wilmington, Delaware, at 10:00 a.m. Details on the bid process are available at: http://ResearchArchives.com/t/s?3da8 About Uni-Marts Headquartered in State College, Pennsylvania, Uni-Marts LLC sells consumer goods. The company and six of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case No.08-11037). Michael Gregory Wilson, Esq., at Hunton & Williams LLP represents the Debtors in their restructuring efforts. The Debtor selected Epiq Bankruptcy Solutions LLC as its claims, notice and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Blank Rome LLP as its counsel. Uni-Marts' debt includes $21.5 million owing to trade suppliers and $14.2 million for mortgages on stores in Ohio. The State College, Pennsylvania-based company at one time had 485 stores in five states. It was taken private in 2004 by the Sahakian family and private equity investors. A deal to sell Uni-Mart's assets to Atlantis Petroleum LLC for $17.7 million fell apart in April 2009. US ONCOLOGY: Moody's Assigns 'Ba3' Rating on $465 Mil. Notes ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 (LGD2, 27%) rating to US Oncology's proposed offering of approximately $465 million second lien secured notes. Concurrently, Moody's upgraded the rating on the company's existing senior notes to Ba3 (LGD2, 27%) from B2 (LGD4, 52%) as the notes will become secured pari passu with the proposed notes. The remaining existing ratings of the company, including the B2 Corporate Family and Probability of Default Ratings are unchanged. The ratings outlook remains negative. Moody's understands that the proceeds of the proposed note offering will be used to repay the company's term loan, which matures in August 2011. "While the refinancing of the term loan addresses the risk associated with the upcoming maturity, the transaction will not lower the company's considerable financial leverage and will result in incremental interest cost," stated Dean Diaz, a Senior Credit Officer at Moody's. Therefore, the B2 Corporate Family Rating and negative rating outlook continues to reflect the expectation that the company will operate with significant financial leverage and weak interest coverage. Additionally, adjusted debt is expected to increase through the election of the PIK option on the company's PIK toggle notes. Supporting the ratings is the company's ability to grow other business lines to offset earnings declines from changes in ESA utilization and US Oncology's scale and market strength as the largest player in the sector. Rating assigned: US Oncology, Inc. (US Oncology): -- Approximately $465 million second lien secured notes due 2017, Ba3 (LGD2, 27%) Rating upgraded: US Oncology, Inc. (US Oncology): -- 9.0% senior notes due 2012, to Ba3 (LGD2, 27%) from B2 (LGD4, 52%) Ratings affirmed/LGD assessments revised: US Oncology Holdings, Inc. (Holdings): -- Corporate Family Rating, B2 -- Probability of Default Rating, B2 -- Senior unsecured PIK toggle notes due 2012, to Caa1 (LGD6, 90%) from Caa1 (LGD6, 91%) US Oncology, Inc. (US Oncology): -- Senior secured revolving credit facility due 2010, to Ba2 (LGD1, 4%) from Ba2 (LGD2, 17%) -- Senior secured term loan due 2011, Ba2 (LGD2, 17%) (rating expected to be withdrawn upon repayment of the loan with proposed note proceeds) -- Senior subordinated notes due 2014, to B3 (LGD5, 74%) from B3 (LGD5, 76%) Moody's last rating action was on September 12, 2007, when Moody's downgraded US Oncology's Corporate Family and Probability of Default Ratings to B2 from B1. US Oncology, headquartered in The Woodlands, Texas, provides services to physicians, manufacturers and payers that expand patient access to advanced cancer care in the United States. US Oncology supports a cancer treatment and research network that promotes the availability and use of evidence-based medicine and shared best practices. US Oncology's experience throughout most aspects of the cancer care delivery system, from drug development to distribution and outcomes measurement, improves the efficiency and safety of cancer care. US Oncology, Inc., is a wholly owned subsidiary of US Oncology Holdings, Inc., a holding company. US Oncology recognized revenue of approximately $3.3 billion in the twelve months ended March 31, 2009. US ONCOLOGY: S&P Assigns 'B' Rating on $465 Mil. Senior Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' rating to US Oncology Inc.'s $465 million senior secured notes. In addition, S&P assigned a '3' recovery rating, indicting the prospects for meaningful recovery (50%-70%) in the event of a default. At the same time, the debt rating on the company's $300 million 9% senior notes due 2012 is raised to 'B' from 'B-'; the recovery rating is now '3'. Per an amendment to US Oncology's senior secured credit facility, these notes will become equally and ratably secured with the new senior secured notes, upon issuance of the new senior secured notes. "The speculative-grade ratings on Houston, Texas-based US Oncology Inc. reflect its significant debt burden, vulnerability to adverse changes in third-party reimbursement policies, narrow disease focus, and competitive threats," said Standard & Poor's credit analyst Cheryl Richer. Growth somewhat depends on the company's ability to recruit and retain oncologists. Since a March 2007 sponsor dividend, debt leverage (based on the consolidated borrowings of the company and its parent, US Oncology Holdings Inc.) has remained elevated; debt to EBITDA (when adjusted for operating leases and accrued interest, a $341 million debt equivalent is added) was a high 7.6x at March 31, 2009. Financial performance has been exacerbated by negative trends in reimbursement, particularly by the Centers for Medicare and Medicaid Services; about 38% of the affiliated practices' revenues under comprehensive service agreements are from Medicare. In July 2007, CMS issued a national coverage decision that ended reimbursement for the use of erythropoiesis-stimulating agents to treat cancer-induced anemia, and restricted the use of ESAs for chemotherapy-induced anemia treatment; CMS said it would only cover patients with more severe anemia and also for shorter durations. Effective Aug. 14, 2008, the U.S. Food and Drug Administration revised labeling for key ESA drugs that reduced dosing levels, and restricted the use of ESAs where the expected outcome is cure. URIBE INC: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------- Debtor: URIBE, Inc. P.O. Box 2701 Pasco, WA 99302 Bankruptcy Case No.: 09-03171 Chapter 11 Petition Date: June 4, 2009 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Debtor's Counsel: William L. Hames, Esq. Hames Anderson & Whitlows PS PO Box 5498 Kennewick, WA 99336-0498 Tel: (509) 586-7797 Fax: (509) 586-3674 Email: billh@hawlaw.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 a list of its 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/waeb09-03171.pdf The petition was signed by Michael C. Uribe, president of the Company. VISTEON CORP: Ford Motor to Provide $125 Million of DIP Financing ----------------------------------------------------------------- Visteon Corporation has entered into a commitment letter with Ford Motor Company on May 28, 2009. Under the agreement, Ford agreed, among other things, to provide no less than $125 million of financing under the terms of a senior, super-priority debtor-in- possession revolving credit facility to the Company and each of its domestic subsidiaries as debtors and debtors in possession under Chapter 11 of the United States Bankruptcy Code. The terms of the DIP Facility, including the aggregate size and permitted uses, remain subject to contingencies, including receipt of commitments from customers of the Debtors other than FMC to participate in the DIP Facility. The DIP Commitment is subject to significant conditions, including, among other things, the execution and delivery of definitive documents acceptable to FMC, agreement on a budget acceptable to FMC as to permitted uses of the DIP Facility and other customary lending conditions that will be set forth in the definitive agreements. Prior to entering into any definitive agreements relating to the facility, the Debtors will be required to obtain the approval of the United States Bankruptcy Court for the District of Delaware. The DIP Commitment expires on June 30, 2009. Visteon's bankruptcy filing created an event of default under each of the company's debt instruments. Term Loan Credit Facilities Visteon's Amended and Restated Credit Agreement dated April 10, 2007, provides for (1) a $1.0 billion term loan due June 13, 2013 and (2) a $500 million term loan due December 13, 2013. The Term Loan Credit Facilities are secured by first priority liens on certain assets of the Company and certain of its foreign subsidiaries, intellectual property, foreign intercompany debt, capital stock of foreign stock holding companies and 65% of the capital stock of certain of its foreign subsidiaries, as well as a second priority lien on substantially all other assets of the company and its domestic subsidiaries. Upon Visteon's bankruptcy filing, the outstanding principal of all loans, accrued interest thereon and other obligations of the Company under the Term Loan Credit Facilities became immediately due and payable without any action on the part of the administrative agent or the lenders. ABL Credit Facility Visteon's Credit Agreement dated August 14, 2006, provides for available borrowings of up to $350 million, depending on various factors including outstanding letters of credit, the amount of eligible receivables, inventory and property and equipment. The ABL Credit Facility is secured by a first priority lien on certain assets of the company and its domestic subsidiaries and their equity interests, domestic intercompany debt, aircrafts, certain cash accounts and any real property owned or leased by the company and its domestic subsidiaries as well as a second priority lien on the Term Loan Priority Collateral. Upon the filing of the Cases, the lenders' obligation to loan additional money to the Company terminated and the outstanding principal of all loans, accrued interest thereon and other obligations of the Company under the ABL Credit Facility became immediately due and payable without any action on the part of the administrative agent or the lenders. The current principal amount outstanding under the ABL Credit Facility (including letters of credit issued thereunder) is approximately $147 million. 8.25% Notes due August 1, 2010 Under the terms of the 8.25% Notes, the trustee or the holders of not less than 25% in aggregate principal amount of all of the securities outstanding under the indenture governing the 8.25% Notes (voting as a single class) may declare the entire principal amount of such securities immediately due and payable upon written notice to the company as a result of the bankruptcy filing. The current principal amount outstanding under the 8.25% Notes is approximately $206 million. 7.00% Notes due March 10, 2014 Under the terms of the 7.00% Notes, the trustee or the holders of not less than 25% in aggregate principal amount of all of the securities outstanding under the indenture governing the 7.00% Notes (voting as a single class) may declare the entire principal amount of such securities immediately due and payable upon written notice to the company as a result of the bankruptcy filing. The current principal amount outstanding under the 7.00% Notes is approximately $450 million. 12.25% Notes due December 31, 2016 Under the terms of the 12.25% Notes, the entire principal amount of the 12.25% Notes outstanding became immediately due and payable without any action on the part of the trustee or the note holders as a result of the bankruptcy filing. The current principal amount outstanding under the 12.25% Notes is approximately $206 million. The ability of the creditors of the Debtors to seek remedies to enforce their rights under the credit facilities is stayed as a result of the bankruptcy filing, and the creditors' rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. About Visteon Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company had assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. VISTEON CORP: Pardus Disposes of 30 Million Shares of Common Stock ------------------------------------------------------------------ In a Form 4 filing with the U.S. Securities and Exchange Commission, Pardus Capital Management L.P., disclosed that on May 28, 2009, it disposed 30,100,000 shares of Visteon Corp. common stock. The securities beneficially owned by Pardus Capital Management L.P., for which Pardus Capital Management LLC serves as general partner, are owned directly by Pardus Special Opportunities Master Fund L.P. PCM LP is deemed to be the indirect beneficial owner of the securities by reason of its position as investment manager of the Fund and it possesses sole power to vote and direct the disposition of all securities held by the Fund. In a separate 13D filing dated May 29, 2009, Pardus Capital disclosed that it does not beneficially own any share of Visteon Corp. As a result of the recent disposition of shares, Pardus Capital has ceased to be the beneficial owner of more than 5% of shares of Visteon common stock. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) WCI COMMUNITIES: Wants to Sell 226 Undeveloped Lots for $35.6MM --------------------------------------------------------------- WCI Communities, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve bid procedures for the sale of certain real property and personal property located in Fairfax and Loudoun Counties, Virginia, and Princes Georges County, Maryland to NVR, Inc., and NVR Mid- Atlantic Asset Acquisition L.L.C., free and clear of all liens and encumbrances, subject to higher and better offers. The Debtors propose this timetable for the sale of the assets: Bid Procedures Objection Deadline: June 11, 2009 Bid Procedures Hearing Date : June 18, 2009 Sale Approval Objection Deadline : June 20, 2009 Bid Deadline : June 28, 2009 Auction Date : June 30, 2009 Sale Hearing Date : July 1, 2009 The real property is comprised of 226 undeveloped lots, 3 developed lots, and 3 homes built on those developed lots. The purchasers have agreed to pay $35,564,500 for the property. The Debtors also ask the Court for authority to pay a break-up fee of up to 3% of the purchase price out of the proceeds of the consummated sale of the property if the property is sold to another buyer other than the purchasers. About WCI Communities Headquartered in Bonita Springs, Florida, WCI Communities, Inc. (Pink Sheets:WCIMQ) -- http://www.wcicommunities.com/-- is a fully integrated homebuilding and real estate services company. It has operations in Florida, New York, New Jersey, Connecticut, Massachusetts, Virginia and Maryland. The company directly employs roughly 1,800 people, as well as roughly 1,800 sales representatives as independent contract employees. The Company and 126 of its affiliates filed for Chapter 11 protection on August 4, 2008 (Bankr. D. Del. Lead Case No. 08- 11643 through 08-11770). Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida, represents the Debtors as counsel. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as Delaware counsel. Lazard Freres & Co. LLC is the Debtors' financial advisor. Epiq Bankruptcy Solutions LLC is the claims and notice agent for the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an official committee of unsecured creditors. Daniel H. Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the committee in these cases. When the Debtors filed for protection from their creditors, they listed total assets of $2,178,179,000 and total debts of $1,915,034,000. WHITE ENERGY: Creditors Panel Objects to Use of Cash Collateral --------------------------------------------------------------- The official committee of unsecured creditors in White Energy Inc. and its debtor-affiliates' Chapter 11 cases has protested the Debtors' intended use of cash collateral, arguing that the Debtors are unfairly placing some lenders' interests above all others, Bankruptcy Law360 reports. As reported on May 25, 2009, the U.S. Bankruptcy Court for the District of Delaware authorized, on an interim basis, White Energy, Inc., and its debtor-affiliates to use cash securing repayment of loan from West LB AG until July 3, 2009. The Court also granted adequate protection to the Debtors' prepetition secured parties. As of White Energy's petition date, the Debtors owed $300 million to West LB AG, New York Branch, as administrative agent, and the prepetition lenders under the amended and restated credit agreement dated as of July 31, 2006, as amended, in respect to loans made and letters of credit issued and other financial accommodations made. The Debtors pledged security interests in their assets to the prepetition lenders. The Debtors are authorized to grant: -- adequate protection liens on any and all presently owned and hereafter acquired personal property, real property and all other assets of the Debtors; -- superpriority claims; and -- adequate protection payments. About White Energy, Inc. Headquartered in Dallas, Texas, White Energy, Inc. -- http://www.white-energy.com/-- builds and acquires ethanol production projects. The company and its debtor-affiliates filed for Chapter 11 on May 7, 2009 (Bankr. D, Del. Lead Case No. 09-11601). Michael R. Lastowski, Esq. at Duane Morris LLP represents the Debtors in their restructuring efforts. The Debtor proposes to employ The Garden City Group Inc. as claims agent. The Debtors' assets and debts both range from $100 million to $500 million. WHITNEY LAKE: R. Geoffrey Levy Appointed Chapter 11 Trustee ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina has approved the application of W. Clarkson McDow, Jr., the United States Trustee for Region 4, for the appointment of R. Geoffrey Levy, as Chapter 11 trustee in Whitney Lake, LLC's bankruptcy case. The Court said that the appointment of a Chapter 11 trustee will improve the prospects for realizing value for the benefit of both secured and unsecured creditors of the Debtor. Whitney Lake is the owner and developer of the "Gardens at Whitney Lake" located off of Murraywood Road on John's Island. The Debtor is majority owned by SEVA Properties, LLC, which is owned by John D. Lisi. Mr. Lisi also owns The Lisi Company, which is the manager, management company, and general contractor for the Debtor. Based in Johns Island, South Carolina, Whitney Lake, LLC -- http://www.whitneylake.com/-- is a townhouse subdivision developer. The Company filed for Chapter 11 relief on September 18, 2008 (Bankr. D. S.C. Case No. 08-05729). Kevin Campbell, Esq., and Michael Conrady, Esq., at Campbell Law Firm, P.A., represent the Debtor as counsel. When the Company filed for protection from its creditors, it listed total assets of $22,807,654, and total debts of $21,197,259. YRC WORLDWIDE: Names Six Senior Leaders to New Org. Structure ------------------------------------------------------------- YRC Worldwide Inc. appointed senior leaders to new functional organization structure. The changes will further strengthen the company's focus on critical areas to streamline decision making while eliminating redundant efforts and costs. Bill Zollars, chairman, president and CEO of YRC Worldwide said: "A functional organization structure allows us to dedicate an even broader team of seasoned experts to the support of our customers along all lines of our business -- clearly a competitive advantage." The Company's appointments are effective immediately, reporting directly to Mr. Zollars: a) John Garcia as Executive Vice President and Chief Sales Officer. In this new role, Mr. Garcia will be responsible for sales strategy and results across YRC and the regional operating companies. His consolidated sales organization will coordinate sales activities with YRC Logistics to leverage YRC Worldwide global capabilities. Prior to joining YRC Worldwide, Mr. Garcia was the President of Sprint's largest wireless business unit and Chief Marketing Officer for the corporation, where he was responsible for all strategic sales and marketing initiatives. Before that, Mr. Garcia held sales and marketing leadership roles at Sprint, GTE Mobilnet, AT&T Consumer Products and Southwestern Bell. b) Mike Smid, President-YRC Inc. and Chief Operations Officer, will assume responsibility for the operations of all YRC Worldwide regional and national networks including his current leadership role as President of YRC Inc. In that role, Mr. Smid recently led the successful integration of the Yellow and Roadway national networks. c) Tim Wicks, currently Executive Vice President and Chief Financial Officer, will lead a newly consolidated organization comprised of all strategic and operational finance activities across YRC Worldwide companies. In addition, Sheila Taylor, currently Vice President, Finance and Investor Relations, will also assume the role of Treasurer reporting to Wicks. d) Greg Reid, Executive Vice President and Chief Marketing Officer, will lead a consolidated marketing effort, including brand and business development initiatives, supporting all YRC Worldwide companies. In addition to Chief Marketing Officer, Reid most recently served as Executive Vice President, Enterprise Solutions Group. e) Mike Naatz, Executive Vice President and Chief Information and Service Officer, assumes responsibility for YRC Worldwide Information Technology, YRC Customer Service as well as the strategic direction for the regional customer service functions. Mr. Naatz previously led and will continue to lead the enterprise-wide program management efforts initially designed to support the successful integration of Yellow and Roadway. f) John Carr assumes the role of President for YRC Logistics, leading the YRC Worldwide global logistics management company focused on transportation, distribution and global services for clients. Previously, Mr. Carr was Chief Operating Officer for YRC Logistics and President for the Americas and Europe. Dan Churay, executive vice president, general counsel and secretary, and Jim Kissinger, executive vice president of human resources, remain in their current roles, reporting to Mr. Zollars. As a part of the organizational changes, Keith Lovetro, former president, YRC Regional Transportation; Michael Rapken, former executive vice president and chief information officer; Jim Ritchie, former president of YRC Logistics; and Christina Wise, former vice president and treasurer will be leaving the Company. Any remaining transitional activities necessary as a result of these leadership and organizational changes will be completed by the end of June. About YRC Worldwide Inc. Headquartered in Overland Park, Kansas, YRC Worldwide Inc. -- http://www.yrcw.com/-- a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of brands including Yellow Transportation, Roadway, Reimer Express, YRC Logistics, New Penn, USF Holland, USF Reddaway, and USF Glen Moore. The enterprise provides global transportation services, transportation management solutions and logistics management. The portfolio of brands represents a comprehensive array of services for the shipment of industrial, commercial and retail goods domestically and internationally. YRC Worldwide employs roughly 58,000 people. * * * The Troubled Company Reporter reported on May 20, 2009, Standard & Poor's Ratings Services said that it is maintaining its 'CCC' long-term corporate credit rating on YRC Worldwide Inc. on CreditWatch with negative implications. S&P had revised the CreditWatch implications to negative from positive on April 24, 2009, reflecting concerns that the company may not be able to meet its amended bank covenants. As reported in the Troubled Company Reporter on April 28, 2009, Standard & Poor's Ratings Services revised the implications of its CreditWatch review on YRC Worldwide Inc. (CCC/Watch Neg/--) to negative from positive. The CreditWatch revision reflects weak conditions in the less-than-truckload sector. "Despite YRC's ongoing integration of the Yellow Transportation and Roadway networks and cost-saving initiatives, its first-quarter financial results were weaker than expected. Further, S&P expects declining tonnage and industry overcapacity to continue to put pressure on earnings for the duration of 2009," said Standard & Poor's credit analyst Anita Ogbara. This raises concerns that the company may not be able to meet its recently amended bank covenants. The company's success in securing the amendments was the basis for S&P's revising the CreditWatch implications on the ratings to positive from developing on February 17, 2009. * Melissa Glynn Joins Alvarez & Marsal as Managing Director ----------------------------------------------------------- Melissa Glynn, a former partner in PricewaterhouseCoopers' Washington Federal practice, has joined the Public Sector Group of Alvarez & Marsal, one of the leading independent professional services firms specializing in performance improvement, turnaround management and business advisory services, as a managing director. Based in the firm's Washington, D.C. office, she is spearheading the group's Federal Advisory practice. "As taxpayers demand more accountability for government spending, federal agencies are in need of better ways to reduce costs and improve operations," said Bill Roberti, a managing director and co-head of A&M Public Sector Group. "Melissa brings extensive client experience, having worked with top federal agencies as well as major universities, healthcare and financial organizations. Her knowledge and network throughout the D.C. community and nationally -- combined with A&M's deep operational heritage and broad experience within the public sector -- are great assets as we continue to broaden our services for federal agencies." While with PricewaterhouseCoopers, Dr. Glynn was key to the development of the federal advisory practice and served as the national engagement partner for services to the Department of Veterans Affairs. In that capacity, she led efforts related to financial management and internal controls, healthcare strategic planning and real estate, healthcare revenue cycle, acquisitions and logistics, and personnel training and development. She has a broad technical background in providing a range of services to clients on compliance and regulatory issues in healthcare, higher education, energy operations and energy management. Prior to joining Coopers and Lybrand, she served as associate director for the Center for the Management of Information (CMI) at the University of Arizona concurrent to completion of her dissertation work. At CMI, Dr. Glynn directed day-to-day operations and led research initiatives on behalf of several defense research organizations. Dr. Glynn earned a bachelor's degree from Rutgers University. She also holds a master's degree and Ph.D. from the University of Arizona. She is a member of the Junior League of Washington, D.C., and serves on the Women's Leadership Council for the United Way of the National Capital Area. About Alvarez & Marsal Public Sector Group For 25 years, Alvarez & Marsal -- http://www.alvarezandmarsal.com -- a leading global professional services firm, has set the standard for working with organizations to solve complex problems, improve performance, drive critical change and maximize value for stakeholders. Alvarez & Marsal Public Sector Services helps public sector entities to identify new ways to overcome challenges and implement sustainable change -- pioneering an approach based on operational and financial improvement principles that have proved powerful in the private sector. As the first professional services firm specializing in corporate restructuring to be hired by a public school district to implement reform, Alvarez & Marsal has amassed an unparalleled track record of delivering results for federal and state and local government agencies, as well as for education and non-profit systems. A founder of the modern day restructuring industry, Alvarez & Marsal has been honored numerous times by the Turnaround Management Association and has been recognized as one of the top ten best firms to work for by Consulting Magazine. * BOND PRICING -- For the Week From June 1 to 5, 2009 ----------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- ACCURIDE CORP 8.5 2/1/2015 35.00 ADVANTA CAP TR 8.99 12/17/2026 19.40 AFFINITY GROUP 9 2/15/2012 56.13 AHERN RENTALS 9.25 8/15/2013 40.00 ALERIS INTL INC 9 12/15/2014 1.20 ALERIS INTL INC 10 12/15/2016 1.41 ALION SCIENCE 10.25 2/1/2015 40.25 ALLIED CAP CORP 6.625 7/15/2011 55.50 AMBASSADORS INTL 3.75 4/15/2027 31.63 AMER GENL FIN 3 7/15/2009 79.00 AMER GENL FIN 3.3 11/15/2009 84.02 AMER GENL FIN 3.3 6/15/2010 67.00 AMER GENL FIN 3.875 11/15/2009 81.60 AMER GENL FIN 4 11/15/2009 64.00 AMER GENL FIN 4.05 5/15/2010 58.00 AMER GENL FIN 4.1 5/15/2010 55.48 AMER GENL FIN 4.15 12/15/2010 38.40 AMER GENL FIN 4.2 10/15/2010 45.00 AMER GENL FIN 4.25 10/15/2010 39.85 AMER GENL FIN 4.3 6/15/2009 88.00 AMER GENL FIN 4.3 9/15/2009 80.00 AMER GENL FIN 4.3 6/15/2010 18.50 AMER GENL FIN 4.35 6/15/2009 90.00 AMER GENL FIN 4.35 3/15/2010 45.00 AMER GENL FIN 4.4 12/15/2010 35.50 AMER GENL FIN 4.4 4/15/2012 38.00 AMER GENL FIN 4.5 3/15/2010 60.00 AMER GENL FIN 4.5 8/15/2010 66.90 AMER GENL FIN 4.6 9/15/2010 58.00 AMER GENL FIN 4.75 11/15/2012 30.00 AMER GENL FIN 4.8 9/15/2011 44.29 AMER GENL FIN 4.875 5/15/2010 85.00 AMER GENL FIN 4.875 6/15/2010 59.07 AMER GENL FIN 4.95 11/15/2010 62.00 AMER GENL FIN 5 9/15/2009 91.00 AMER GENL FIN 5 6/15/2010 60.50 AMER GENL FIN 5 9/15/2010 59.00 AMER GENL FIN 5 10/15/2010 62.36 AMER GENL FIN 5 11/15/2010 50.44 AMER GENL FIN 5 12/15/2010 63.00 AMER GENL FIN 5 1/15/2011 45.10 AMER GENL FIN 5 1/15/2011 41.88 AMER GENL FIN 5 8/15/2013 29.00 AMER GENL FIN 5.1 9/15/2009 85.25 AMER GENL FIN 5.1 3/15/2011 52.50 AMER GENL FIN 5.1 1/15/2012 40.00 AMER GENL FIN 5.2 6/15/2010 70.15 AMER GENL FIN 5.25 6/15/2009 95.00 AMER GENL FIN 5.25 7/15/2010 55.00 AMER GENL FIN 5.25 4/15/2011 66.00 AMER GENL FIN 5.25 12/15/2012 25.00 AMER GENL FIN 5.25 5/15/2013 25.00 AMER GENL FIN 5.35 6/15/2010 48.63 AMER GENL FIN 5.35 7/15/2010 50.00 AMER GENL FIN 5.35 9/15/2011 33.25 AMER GENL FIN 5.4 6/15/2011 53.79 AMER GENL FIN 5.5 4/15/2011 55.25 AMER GENL FIN 5.5 6/15/2012 31.00 AMER GENL FIN 5.75 6/15/2013 30.75 AMER GENL FIN 5.75 9/15/2014 27.00 AMER GENL FIN 5.85 9/15/2012 40.00 AMER GENL FIN 6.25 7/15/2011 62.63 AMER GENL FIN 6.5 6/15/2015 15.00 AMER GENL FIN 7.75 9/15/2010 47.89 AMER GENL FIN 7.85 8/15/2010 50.00 AMER GENL FIN 8.15 8/15/2011 52.78 AMER INTL GROUP 4.7 10/1/2010 82.00 AMER MEDIA OPER 8.875 1/15/2011 44.38 AMR CORP 9.2 1/30/2012 48.00 AMR CORP 10.4 3/15/2011 46.00 ANTHRACITE CAP 11.75 9/1/2027 20.50 ANTIGENICS 5.25 2/1/2025 25.50 APPLETON PAPERS 9.75 6/15/2014 35.50 ARCO CHEMICAL CO 10.25 11/1/2010 33.50 ARVINMERITOR 8.75 3/1/2012 50.00 AVENTINE RENEW 10 4/1/2017 21.50 BANK NEW ENGLAND 8.75 4/1/1999 9.00 BANK NEW ENGLAND 9.875 9/15/1999 4.50 BANKUNITED FINL 3.125 3/1/2034 6.38 BARRINGTON BROAD 10.5 8/15/2014 20.00 BELL MICROPRODUC 3.75 3/5/2024 23.00 BORDEN INC 8.375 4/15/2016 20.00 BORDEN INC 9.2 3/15/2021 22.30 BOWATER INC 6.5 6/15/2013 20.25 BOWATER INC 9.375 12/15/2021 20.38 BOWATER INC 9.5 10/15/2012 15.25 BRODER BROS CO 11.25 10/15/2010 30.13 BROOKSTONE CO 12 10/15/2012 47.00 C&D TECHNOLOGIES 5.5 11/15/2026 44.66 CALLON PETROLEUM 9.75 12/8/2010 45.00 CAPMARK FINL GRP 7.875 5/10/2012 27.25 CARAUSTAR INDS 7.25 5/1/2010 56.88 CCH I LLC 9.92 4/1/2014 1.25 CCH I LLC 10 5/15/2014 0.75 CCH I LLC 11.125 1/15/2014 0.75 CCH I LLC 11.75 5/15/2014 0.75 CCH I LLC 12.125 1/15/2015 1.06 CCH I LLC 13.5 1/15/2014 1.00 CCH I/CCH I CP 11 10/1/2015 13.50 CCH I/CCH I CP 11 10/1/2015 12.00 CHAMPION ENTERPR 2.75 11/1/2037 12.00 CHARTER COMM HLD 9.92 4/1/2011 0.56 CHARTER COMM HLD 10 5/15/2011 1.00 CHARTER COMM HLD 11.75 5/15/2011 1.50 CHARTER COMM HLD 12.125 1/15/2012 1.50 CHARTER COMM INC 6.5 10/1/2027 23.00 CIT GROUP INC 4.5 7/15/2009 91.00 CIT GROUP INC 4.85 12/15/2011 40.00 CIT GROUP INC 4.875 6/15/2013 34.00 CIT GROUP INC 5.05 7/15/2013 33.60 CIT GROUP INC 5.25 6/15/2009 99.00 CIT GROUP INC 6 7/15/2009 96.48 CIT GROUP INC 6.125 6/15/2009 97.45 CIT GROUP INC 6.25 2/15/2010 81.79 CLEAR CHANNEL 4.4 5/15/2011 32.03 CLEAR CHANNEL 4.5 1/15/2010 75.00 CLEAR CHANNEL 4.9 5/15/2015 23.75 CLEAR CHANNEL 5 3/15/2012 33.50 CLEAR CHANNEL 5.5 9/15/2014 25.50 CLEAR CHANNEL 5.75 1/15/2013 26.00 CLEAR CHANNEL 6.25 3/15/2011 42.00 CLEAR CHANNEL 6.875 6/15/2018 27.50 CLEAR CHANNEL 7.25 10/15/2027 17.00 CLEAR CHANNEL 7.65 9/15/2010 65.00 CLEAR CHANNEL 10.75 8/1/2016 36.00 CLEAR CHANNEL 10.75 8/1/2016 23.25 COMPREHENS CARE 7.5 4/15/2010 75.13 COMPUCREDIT 3.625 5/30/2025 34.50 CONEXANT SYSTEMS 4 3/1/2026 39.50 CONSTAR INTL 11 12/1/2012 8.00 COOPER-STANDARD 7 12/15/2012 19.75 COOPER-STANDARD 8.375 12/15/2014 12.00 CREDENCE SYSTEM 3.5 5/15/2010 30.10 DAYTON SUPERIOR 10 9/30/2029 17.00 DECODE GENETICS 3.5 4/15/2011 5.00 DECODE GENETICS 3.5 4/15/2011 5.25 DELPHI CORP 6.5 8/15/2013 1.50 DELPHI CORP 8.25 10/15/2033 1.00 DEX MEDIA INC 8 11/15/2013 12.50 DEX MEDIA INC 9 11/15/2013 16.00 DEX MEDIA INC 9 11/15/2013 16.75 DEX MEDIA WEST 9.875 8/15/2013 15.00 DUNE ENERGY INC 10.5 6/1/2012 45.00 EDDIE BAUER HLDG 5.25 4/1/2014 19.50 ENCOMPASS SERVIC 10.5 5/1/2009 5.00 ENERGY PARTNERS 8.75 8/1/2010 35.00 EPIX MEDICAL INC 3 6/15/2024 19.13 FIBERTOWER CORP 9 11/15/2012 42.38 FINISAR CORP 2.5 10/15/2010 62.25 FINLAY FINE JWLY 8.375 6/1/2012 7.00 FIRST AMER CAP I 8.5 4/15/2012 41.80 FIRST DATA CORP 5.625 11/1/2011 40.00 FLEETWOOD ENTERP 14 12/15/2011 29.00 FLOTEK INDS 5.25 2/15/2028 28.55 FORD MOTOR CRED 5 8/20/2009 94.00 FORD MOTOR CRED 5.1 7/20/2009 96.00 FORD MOTOR CRED 5.15 11/20/2009 86.50 FORD MOTOR CRED 5.2 7/20/2009 96.00 FORD MOTOR CRED 5.4 6/22/2009 98.25 FORD MOTOR CRED 5.5 6/22/2009 95.00 FORD MOTOR CRED 5.5 2/22/2010 79.32 FRANKLIN BANK 4 5/1/2027 0.01 FRONTIER AIRLINE 5 12/15/2025 8.00 GENCORP INC 2.25 11/15/2024 41.13 GENCORP INC 4 1/16/2024 78.50 GENERAL MOTORS 7.125 7/15/2013 9.75 GENERAL MOTORS 7.4 9/1/2025 10.00 GENERAL MOTORS 7.7 4/15/2016 10.50 GENERAL MOTORS 0 3/15/2036 10.88 GENERAL MOTORS 8.1 6/15/2024 10.25 GENERAL MOTORS 8.25 7/15/2023 11.13 GENERAL MOTORS 8.375 7/15/2033 11.06 GENERAL MOTORS 8.8 3/1/2021 10.20 GENERAL MOTORS 9.4 7/15/2021 10.50 GENERAL MOTORS 9.45 11/1/2011 6.00 GENWORTH GLOBAL 6.1 4/15/2033 15.25 GEORGIA GULF CRP 7.125 12/15/2013 26.00 GMAC LLC 5 9/15/2009 99.00 GMAC LLC 5.05 7/15/2009 98.36 GMAC LLC 5.35 6/15/2009 99.00 GMAC LLC 5.4 6/15/2009 99.51 GMAC LLC 5.5 6/15/2009 90.56 GMAC LLC 5.5 6/15/2009 99.13 GMAC LLC 6.25 6/15/2009 99.00 GMAC LLC 6.25 6/15/2009 98.00 GMAC LLC 6.25 7/15/2013 31.00 GMAC LLC 6.3 6/15/2009 97.50 GMAC LLC 6.3 6/15/2009 98.10 GMAC LLC 6.3 7/15/2009 84.50 GMAC LLC 6.5 6/15/2009 99.50 GMAC LLC 6.5 10/15/2009 90.00 GMAC LLC 6.65 7/15/2009 92.76 GMAC LLC 6.7 6/15/2009 99.09 GMAC LLC 6.7 7/15/2009 94.50 GMAC LLC 6.85 7/15/2009 97.50 GMAC LLC 6.9 6/15/2009 97.50 GMAC LLC 8.5 5/15/2010 75.50 GREAT LAKES CHEM 7 7/15/2009 54.50 HAIGHTS CROSS OP 11.75 8/15/2011 42.88 HANNA (MA) CO 6.52 2/23/2010 70.06 HARRY & DAVID OP 9 3/1/2013 30.00 HAWAIIAN TELCOM 9.75 5/1/2013 3.00 HEADWATERS INC 2.875 6/1/2016 42.50 HERTZ CORP 9 11/1/2009 89.13 HILTON HOTELS 7.5 12/15/2017 23.50 HINES NURSERIES 10.25 10/1/2011 14.00 IDEARC INC 8 11/15/2016 2.88 INN OF THE MOUNT 12 11/15/2010 23.30 INTCOMEX INC 11.75 1/15/2011 38.50 INTERDENT SVC 10.75 12/15/2011 52.40 INTL LEASE FIN 3.25 2/15/2010 65.00 INTL LEASE FIN 4.25 8/15/2009 93.11 INTL LEASE FIN 4.25 10/15/2010 60.50 INTL LEASE FIN 4.375 8/15/2009 91.75 INTL LEASE FIN 4.85 8/15/2009 94.01 INTL LEASE FIN 4.85 9/15/2010 67.00 INTL LEASE FIN 5 6/15/2012 43.25 INTL LEASE FIN 7.25 2/15/2010 78.00 ISTAR FINANCIAL 5.125 4/1/2011 55.88 ISTAR FINANCIAL 5.125 4/1/2011 56.00 ISTAR FINANCIAL 5.8 3/15/2011 57.25 ITRI-CALL07/09 7.75 5/15/2012 95.00 JAZZ TECHNOLOGIE 8 12/31/2011 29.50 JEFFERSON SMURFI 7.5 6/1/2013 36.00 JEFFERSON SMURFI 8.25 10/1/2012 36.75 JOHN HANCOCK LIF 4.15 6/15/2009 99.00 K HOVNANIAN ENTR 8.875 4/1/2012 55.00 KAISER ALUM&CHEM 12.75 2/1/2003 4.00 KELLWOOD CO 7.625 10/15/2017 20.00 KEMET CORP 2.25 11/15/2026 31.00 KEMET CORP 2.25 11/15/2026 31.00 KEYSTONE AUTO OP 9.75 11/1/2013 33.38 KKR FINANCIAL 7 7/15/2012 45.00 KNIGHT RIDDER 4.625 11/1/2014 24.25 KNIGHT RIDDER 7.125 6/1/2011 31.79 LANDAMERICA 3.125 11/15/2033 11.52 LANDAMERICA 3.25 5/15/2034 12.25 LEAR CORP 5.75 8/1/2014 30.00 LEAR CORP 8.5 12/1/2013 25.06 LEAR CORP 8.75 12/1/2016 25.50 LEHMAN BROS HLDG 1.5 3/23/2012 12.50 LEHMAN BROS HLDG 4.25 1/27/2010 15.00 LEHMAN BROS HLDG 4.375 11/30/2010 13.55 LEHMAN BROS HLDG 4.5 7/26/2010 15.00 LEHMAN BROS HLDG 4.5 8/3/2011 8.50 LEHMAN BROS HLDG 4.8 2/27/2013 7.00 LEHMAN BROS HLDG 4.8 3/13/2014 13.65 LEHMAN BROS HLDG 4.8 6/24/2023 7.25 LEHMAN BROS HLDG 5 1/14/2011 10.00 LEHMAN BROS HLDG 5 2/11/2013 6.33 LEHMAN BROS HLDG 5 3/27/2013 7.00 LEHMAN BROS HLDG 5 8/3/2014 7.25 LEHMAN BROS HLDG 5 12/18/2015 9.63 LEHMAN BROS HLDG 5 5/28/2023 7.75 LEHMAN BROS HLDG 5 5/30/2023 8.28 LEHMAN BROS HLDG 5 6/10/2023 7.76 LEHMAN BROS HLDG 5 6/17/2023 8.50 LEHMAN BROS HLDG 5.1 1/28/2013 6.00 LEHMAN BROS HLDG 5.1 2/15/2020 7.00 LEHMAN BROS HLDG 5.15 2/4/2015 9.50 LEHMAN BROS HLDG 5.2 5/13/2020 8.01 LEHMAN BROS HLDG 5.25 2/6/2012 12.50 LEHMAN BROS HLDG 5.25 1/30/2014 8.75 LEHMAN BROS HLDG 5.25 2/11/2015 9.55 LEHMAN BROS HLDG 5.25 3/5/2018 7.45 LEHMAN BROS HLDG 5.25 3/8/2020 10.00 LEHMAN BROS HLDG 5.25 5/20/2023 7.75 LEHMAN BROS HLDG 5.35 2/25/2018 6.00 LEHMAN BROS HLDG 5.35 3/13/2020 7.50 LEHMAN BROS HLDG 5.35 6/14/2030 7.70 LEHMAN BROS HLDG 5.375 5/6/2023 7.25 LEHMAN BROS HLDG 5.4 3/6/2020 9.23 LEHMAN BROS HLDG 5.4 3/20/2020 9.25 LEHMAN BROS HLDG 5.4 3/30/2029 7.25 LEHMAN BROS HLDG 5.4 6/21/2030 8.01 LEHMAN BROS HLDG 5.45 3/15/2025 6.39 LEHMAN BROS HLDG 5.45 4/6/2029 7.00 LEHMAN BROS HLDG 5.45 2/22/2030 7.50 LEHMAN BROS HLDG 5.45 7/19/2030 7.00 LEHMAN BROS HLDG 5.45 9/20/2030 7.66 LEHMAN BROS HLDG 5.5 4/4/2016 15.06 LEHMAN BROS HLDG 5.5 2/4/2018 9.25 LEHMAN BROS HLDG 5.5 2/19/2018 9.50 LEHMAN BROS HLDG 5.5 11/4/2018 6.00 LEHMAN BROS HLDG 5.5 2/27/2020 7.75 LEHMAN BROS HLDG 5.5 8/19/2020 7.25 LEHMAN BROS HLDG 5.5 3/14/2023 7.00 LEHMAN BROS HLDG 5.5 4/8/2023 7.00 LEHMAN BROS HLDG 5.5 4/15/2023 8.50 LEHMAN BROS HLDG 5.5 4/23/2023 8.50 LEHMAN BROS HLDG 5.5 10/7/2023 7.50 LEHMAN BROS HLDG 5.5 1/27/2029 7.50 LEHMAN BROS HLDG 5.5 2/3/2029 7.00 LEHMAN BROS HLDG 5.5 8/2/2030 7.50 LEHMAN BROS HLDG 5.55 2/11/2018 8.50 LEHMAN BROS HLDG 5.55 3/9/2029 8.26 LEHMAN BROS HLDG 5.55 1/25/2030 8.56 LEHMAN BROS HLDG 5.55 9/27/2030 7.50 LEHMAN BROS HLDG 5.55 12/31/2034 8.01 LEHMAN BROS HLDG 5.6 1/22/2018 7.75 LEHMAN BROS HLDG 5.6 2/17/2029 7.55 LEHMAN BROS HLDG 5.6 2/24/2029 6.00 LEHMAN BROS HLDG 5.6 3/2/2029 7.70 LEHMAN BROS HLDG 5.6 2/25/2030 6.00 LEHMAN BROS HLDG 5.6 5/3/2030 7.61 LEHMAN BROS HLDG 5.625 1/24/2013 14.00 LEHMAN BROS HLDG 5.625 3/15/2030 7.66 LEHMAN BROS HLDG 5.65 11/23/2029 7.00 LEHMAN BROS HLDG 5.65 8/16/2030 7.00 LEHMAN BROS HLDG 5.65 12/31/2034 8.00 LEHMAN BROS HLDG 5.7 1/28/2018 6.50 LEHMAN BROS HLDG 5.7 2/10/2029 8.50 LEHMAN BROS HLDG 5.7 4/13/2029 6.93 LEHMAN BROS HLDG 5.7 9/7/2029 8.01 LEHMAN BROS HLDG 5.7 12/14/2029 6.88 LEHMAN BROS HLDG 5.75 4/25/2011 13.00 LEHMAN BROS HLDG 5.75 7/18/2011 13.51 LEHMAN BROS HLDG 5.75 5/17/2013 13.50 LEHMAN BROS HLDG 5.75 3/27/2023 8.13 LEHMAN BROS HLDG 5.75 10/15/2023 8.50 LEHMAN BROS HLDG 5.75 10/21/2023 7.25 LEHMAN BROS HLDG 5.75 11/12/2023 8.70 LEHMAN BROS HLDG 5.75 11/25/2023 7.75 LEHMAN BROS HLDG 5.75 12/16/2028 7.00 LEHMAN BROS HLDG 5.75 12/23/2028 7.50 LEHMAN BROS HLDG 5.75 8/24/2029 8.00 LEHMAN BROS HLDG 5.75 9/14/2029 5.66 LEHMAN BROS HLDG 5.75 10/12/2029 8.07 LEHMAN BROS HLDG 5.75 3/29/2030 8.00 LEHMAN BROS HLDG 5.8 9/3/2020 7.90 LEHMAN BROS HLDG 5.8 10/25/2030 7.75 LEHMAN BROS HLDG 5.85 11/8/2030 9.00 LEHMAN BROS HLDG 5.875 11/15/2017 12.75 LEHMAN BROS HLDG 5.9 5/4/2029 7.00 LEHMAN BROS HLDG 5.9 2/7/2031 7.00 LEHMAN BROS HLDG 5.95 12/20/2030 7.50 LEHMAN BROS HLDG 6 7/19/2012 15.00 LEHMAN BROS HLDG 6 1/22/2020 9.00 LEHMAN BROS HLDG 6 2/12/2020 8.00 LEHMAN BROS HLDG 6 1/29/2021 8.00 LEHMAN BROS HLDG 6 10/23/2028 5.00 LEHMAN BROS HLDG 6 11/18/2028 7.50 LEHMAN BROS HLDG 6 5/11/2029 8.00 LEHMAN BROS HLDG 6 7/20/2029 8.00 LEHMAN BROS HLDG 6 4/30/2034 7.00 LEHMAN BROS HLDG 6 7/30/2034 9.25 LEHMAN BROS HLDG 6 2/21/2036 7.76 LEHMAN BROS HLDG 6 2/24/2036 7.25 LEHMAN BROS HLDG 6 2/12/2037 7.50 LEHMAN BROS HLDG 6.05 6/29/2029 7.45 LEHMAN BROS HLDG 6.1 8/12/2023 5.55 LEHMAN BROS HLDG 6.15 4/11/2031 8.00 LEHMAN BROS HLDG 6.2 9/26/2014 15.00 LEHMAN BROS HLDG 6.2 6/15/2027 7.00 LEHMAN BROS HLDG 6.2 5/25/2029 6.84 LEHMAN BROS HLDG 6.25 2/5/2021 6.73 LEHMAN BROS HLDG 6.25 2/22/2023 9.25 LEHMAN BROS HLDG 6.4 10/11/2022 7.03 LEHMAN BROS HLDG 6.4 12/19/2036 12.50 LEHMAN BROS HLDG 6.5 2/28/2023 9.63 LEHMAN BROS HLDG 6.5 3/6/2023 7.35 LEHMAN BROS HLDG 6.5 10/18/2027 5.93 LEHMAN BROS HLDG 6.5 10/25/2027 8.00 LEHMAN BROS HLDG 6.5 11/15/2032 7.35 LEHMAN BROS HLDG 6.5 1/17/2033 8.35 LEHMAN BROS HLDG 6.5 12/22/2036 9.75 LEHMAN BROS HLDG 6.5 6/21/2037 6.77 LEHMAN BROS HLDG 6.5 7/13/2037 5.02 LEHMAN BROS HLDG 6.6 10/3/2022 6.11 LEHMAN BROS HLDG 6.625 1/18/2012 12.94 LEHMAN BROS HLDG 6.625 7/27/2027 4.00 LEHMAN BROS HLDG 6.75 7/1/2022 5.50 LEHMAN BROS HLDG 6.75 3/11/2033 7.63 LEHMAN BROS HLDG 6.75 10/26/2037 5.02 LEHMAN BROS HLDG 6.8 9/7/2032 7.00 LEHMAN BROS HLDG 6.85 8/16/2032 9.50 LEHMAN BROS HLDG 6.875 5/2/2018 16.56 LEHMAN BROS HLDG 6.875 7/17/2037 0.01 LEHMAN BROS HLDG 6.9 9/1/2032 7.52 LEHMAN BROS HLDG 7 4/16/2019 9.63 LEHMAN BROS HLDG 7 5/12/2023 7.09 LEHMAN BROS HLDG 7 9/27/2027 15.00 LEHMAN BROS HLDG 7 10/4/2032 9.63 LEHMAN BROS HLDG 7 7/27/2037 6.75 LEHMAN BROS HLDG 7 9/28/2037 4.50 LEHMAN BROS HLDG 7 11/16/2037 9.63 LEHMAN BROS HLDG 7 12/28/2037 8.60 LEHMAN BROS HLDG 7 2/1/2038 8.15 LEHMAN BROS HLDG 7 2/7/2038 8.88 LEHMAN BROS HLDG 7 2/8/2038 5.89 LEHMAN BROS HLDG 7.1 3/25/2038 7.25 LEHMAN BROS HLDG 7.25 4/29/2038 8.75 LEHMAN BROS HLDG 7.35 5/6/2038 9.75 LEHMAN BROS HLDG 7.73 10/15/2023 5.83 LEHMAN BROS HLDG 7.875 8/15/2010 15.00 LEHMAN BROS HLDG 8 3/5/2022 7.00 LEHMAN BROS HLDG 8.05 1/15/2019 5.06 LEHMAN BROS HLDG 8.5 8/1/2015 14.75 LEHMAN BROS HLDG 8.8 3/1/2015 13.50 LEHMAN BROS HLDG 8.92 2/16/2017 11.50 LEHMAN BROS HLDG 9.5 12/28/2022 8.75 LEHMAN BROS HLDG 9.5 2/27/2023 5.26 LEHMAN BROS HLDG 10.375 5/24/2024 7.80 LEHMAN BROS HLDG 11 10/25/2017 9.63 LEHMAN BROS HLDG 11 6/22/2022 7.50 LIFETIME BRANDS 4.75 7/15/2011 43.00 LOCAL INSIGHT 11 12/1/2017 24.75 LTX-CREDENCE 3.5 5/15/2011 30.00 MAJESTIC STAR 9.5 10/15/2010 60.00 MAJESTIC STAR 9.75 1/15/2011 9.00 MERCER INTL INC 9.25 2/15/2013 38.00 MERISANT CO 9.5 7/15/2013 10.88 MERRILL LYNCH #N/A N. 3/9/2011 85.02 METALDYNE CORP 11 6/15/2012 10.00 MILLENNIUM AMER 7.625 11/15/2026 7.00 MOMENTIVE PERFOR 11.5 12/1/2016 26.00 MORRIS PUBLISH 7 8/1/2013 5.00 NEFF CORP 10 6/1/2015 22.00 NETWORK COMMUNIC 10.75 12/1/2013 20.50 NEW PLAN EXCEL 4.5 2/1/2011 55.25 NEW PLAN EXCEL 7.4 9/15/2009 85.50 NEW PLAN EXCEL 7.5 7/30/2029 12.00 NEW PLAN REALTY 6.9 2/15/2028 16.26 NEW PLAN REALTY 6.9 2/15/2028 15.00 NEW PLAN REALTY 7.65 11/2/2026 18.18 NEW PLAN REALTY 7.68 11/2/2026 13.01 NEW PLAN REALTY 7.97 8/14/2026 13.35 NEWPAGE CORP 12 5/1/2013 36.00 NEXSTAR BROADC 7 1/15/2014 44.00 NORTEK INC 8.5 9/1/2014 30.00 NORTH ATL TRADNG 9.25 3/1/2012 20.53 NTK HOLDINGS INC 0 3/1/2014 10.00 OUTBOARD MARINE 9.125 4/15/2017 3.50 PALM HARBOR 3.25 5/15/2024 33.25 PANOLAM INDUSTRI 10.75 10/1/2013 5.00 PARK PLACE ENT 7.5 9/1/2009 71.31 PENHALL INTL 12 8/1/2014 35.88 PLY GEM INDS 9 2/15/2012 25.12 PRIMUS TELECOM 3.75 9/15/2010 1.25 PRIMUS TELECOM 8 1/15/2014 10.25 PRIMUS TELECOMM 14.25 5/20/2011 52.25 QUALITY DISTRIBU 9 11/15/2010 45.00 RADIO ONE INC 6.375 2/15/2013 18.00 RADIO ONE INC 8.875 7/1/2011 39.50 RAFAELLA APPAREL 11.25 6/15/2011 19.00 RAIT FINANCIAL 6.875 4/15/2027 28.87 RATHGIBSON INC 11.25 2/15/2014 39.50 RAYOVAC CORP 8.5 10/1/2013 11.11 READER'S DIGEST 9 2/15/2017 3.00 REAL MEX RESTAUR 10 4/1/2010 78.00 REALOGY CORP 10.5 4/15/2014 39.50 REALOGY CORP 12.375 4/15/2015 25.38 REALOGY CORP 12.375 4/15/2015 28.00 REEBOK INTL LTD 2 5/1/2024 84.13 RENTECH INC 4 4/15/2013 29.13 RH DONNELLEY 6.875 1/15/2013 4.94 RH DONNELLEY 6.875 1/15/2013 5.06 RH DONNELLEY 6.875 1/15/2013 4.94 RH DONNELLEY 8.875 1/15/2016 5.63 RH DONNELLEY 8.875 10/15/2017 6.08 RITE AID CORP 8.125 5/1/2010 74.00 RJ TOWER CORP 12 6/1/2013 1.00 ROTECH HEALTHCA 9.5 4/1/2012 19.00 SALEM COMM HLDG 7.75 12/15/2010 30.00 SINCLAIR BROAD 6 9/15/2012 34.00 SIX FLAGS INC 4.5 5/15/2015 13.25 SIX FLAGS INC 8.875 2/1/2010 18.00 SIX FLAGS INC 9.625 6/1/2014 13.50 SIX FLAGS INC 9.75 4/15/2013 15.95 SPACEHAB INC 5.5 10/15/2010 45.00 SPHERIS INC 11 12/15/2012 39.50 STALLION OILFIEL 9.75 2/1/2015 26.00 STANDARD MTR 6.75 7/15/2009 92.00 STATION CASINOS 6 4/1/2012 33.00 STATION CASINOS 6.5 2/1/2014 5.25 STATION CASINOS 6.625 3/15/2018 3.00 STATION CASINOS 6.875 3/1/2016 2.25 STONE CONTAINER 8.375 7/1/2012 34.00 TEKNI-PLEX INC 12.75 6/15/2010 75.00 TEXAS UTILITIES 7.46 1/1/2015 31.02 THORNBURG MTG 8 5/15/2013 6.50 TIMES MIRROR CO 6.61 9/15/2027 2.88 TIMES MIRROR CO 7.25 3/1/2013 3.96 TIMES MIRROR CO 7.25 11/15/2096 4.25 TIMES MIRROR CO 7.5 7/1/2023 4.25 TOYOTA-CALL06/09 4.5 12/20/2013 95.68 TOYOTA-CALL06/09 5.1 12/20/2018 97.04 TOYOTA-CALL06/09 5.25 6/20/2017 99.00 TOYOTA-CALL06/09 5.5 6/20/2017 98.75 TRANS-LUX CORP 8.25 3/1/2012 40.00 TRIBUNE CO 4.875 8/15/2010 6.50 TRIBUNE CO 5.25 8/15/2015 6.40 TRIBUNE CO 5.67 12/8/2008 4.40 TRICO MARINE 3 1/15/2027 25.50 TRICO MARINE SER 6.5 5/15/2028 30.75 TRONOX WORLDWIDE 9.5 12/1/2012 18.00 TRUMP ENTERTNMNT 8.5 6/1/2015 14.75 UAL CORP 4.5 6/30/2021 41.75 UAL CORP 5 2/1/2021 50.41 USFREIGHTWAYS 8.5 4/15/2010 44.11 VERASUN ENERGY 9.375 6/1/2017 8.50 VERENIUM CORP 5.5 4/1/2027 17.00 VERSO PAPER 11.375 8/1/2016 32.75 VICORP RESTAURNT 10.5 4/15/2011 0.13 VION PHARM INC 7.75 2/15/2012 33.38 VISTEON CORP 7 3/10/2014 7.33 VISTEON CORP 12.25 12/31/2016 6.49 WASH MUT BANK NV 5.5 1/15/2013 0.13 WASH MUT BANK NV 5.55 6/16/2010 17.50 WASH MUT BANK NV 5.95 5/20/2013 0.10 WASH MUTUAL INC 8.25 4/1/2010 60.00 WCI COMMUNITIES 4 8/5/2023 1.00 WCI COMMUNITIES 7.875 10/1/2013 1.00 WCI COMMUNITIES 9.125 5/1/2012 0.25 WII COMPONENTS 10 2/15/2012 40.25 WILLIAM LYON 7.625 12/15/2012 28.00 WILLIAM LYONS 7.5 2/15/2014 32.25 WILLIAM LYONS 7.625 12/15/2012 29.90 WILLIAM LYONS 10.75 4/1/2013 30.10 XM SATELLITE 10 12/1/2009 95.75 XM SATELLITE 13 8/1/2013 46.75 ********* 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 ***