/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090709.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 9, 2009, Vol. 13, No. 188 Headlines A & R LEASING: Voluntary Chapter 11 Case Summary ACCELLENT INC: Moody's Upgrades Corporate Family Rating to 'B3' ALCOA INC: Posts $454 Million in Second Quarter 2009 ALLIS-CHALMERS: Moody's Keeps B3 Corp. Rating After Tender Offer ALUS LIQUIDATION: Okays Initial Liquidating Distribution AMARIN CORPORATION: Reports $21.2-Million Net Loss for 2008 AMERICAN AXLE: Loan Covenants Waived Until July 30 AMERICAN INT'L: Ex-CEO Can Keep $4.3 Billion in Shares Dispute AMERICAN INT'L: In Talks to Sell Alico to MetLife AMR CORP: Unit Signs Agreement for $153.7-Mil. Equipment Notes AMR HOLDCO: To Gain From Expansion, Upgraded to Ba2, Says Moody's ASYST TECHNOLOGIES: Stockholders Would Receive Nothing Under Plan B&G FOODS: S&P Assigns 'BB-' Senior Secured Debt Rating BABUSKI LLC: Proposes Matthew L. Johnson as Bankruptcy Counsel BABUSKI LLC: U.S. Trustee Sets Meeting of Creditors for Aug. 6 BASIC ENERGY: Weak Results Cue Moody's Cut to 'B2' BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B+' BBZ RESOURCE: Beck's to Help Co. Make Good on Gas/Food Promo BERNARD MADOFF: Picard Wants Default Judgement vs. Vizcaya, Harley BOOKER COMMUNITY: Case Summary & 20 Largest Unsecured Creditors BRIAN HECKER: Case Summary & 20 Largest Unsecured Creditors BROADSTRIPE LLC: Has Final DIP Financing Approval After 6 Months BSML INC: March 28 Balance Sheet Upside-Down by $3 Million BUTLER SERVICES: Can Access GECC $30-Mil. Loan on Final Basis CANDIA SAND & GRAVEL: Case Summary & 9 Largest Unsec. Creditors CANWEST GLOBAL: Will Hold Conference Call on Q3 Results Friday CARL REINHART: Case Summary & 20 Largest Unsecured Creditors CFM U.S.: Court Approves Settlement on Dismissal of Case CHESTER DOWNS: Moody's Assigns 'B3' Corporate Family Rating CHESTER DOWNS: S&P Assigns 'CCC+' Corporate Credit Rating CHILI WILLI'S: Case Summary & 15 Largest Unsecured Creditors CHINESEWORLDNET.COM: Posts $950,123 Net Loss for 2008 CHRYSLER LLC: Financial Announces Restructuring of Operations CHRYSLER LLC: Fitch to Rate Financial Unit's Series 2009-A CHRYSLER LLC: Small-Car Chief Engineer Schell Leaves Post CHUCK'S CONSTRUCTION: Case Summ. & 20 Largest Unsec. Creditors COBBLESTONE ESTATES: BNYM Asks Court to Dismiss Case CRYOPORT INC: Posts $16.7MM Net Loss in Year Ended March 31 DRUG FAIR: Lenders Settle With Creditors Committee EUROFRESH INC: Gets 2 New Offers; Secured Creditors Sweeten Bid FLEETWOOD ENTERPRISES: Wants to Sell Garrett Plant for $1.75MM FOAMEX INT'L: Wayzata Secures $1 Million Reimbursement FORD MOTOR: Needs More Equity to Stay Ahead, Breakingviews Says FORTUNOFF HOLDINGS: Court OKs $2-Mil. Sale of Marks to Source IP FRONTIER WORLD GROUP: Case Summ. & 20 Largest Unsec. Creditors G-I HOLDINGS: Chapter 11 Plan Channels Asbestos Claims to Trust GARRY DURALL: Case Summary & 8 Largest Unsecured Creditors GENERAL MOTORS: Court Denies Official Bondholders' Committee GENERAL MOTORS: Settlement With Travelers Reached on Bond Payment GENERAL MOTORS: Court Declines to Appoint Retirees Committee GENOIL INC: Net Loss Lowers to $7.7MM in Year ended December 31 HARZO INC: Voluntary Chapter 11 Case Summary HEGAR LOGISTICS: Voluntary Chapter 11 Case Summary HENRY DUNAY: Up for Sale; Neiman Marcus a Factor in Collapse HERBST GAMING: Court Sets July 27 Disclosure Statement Hearing HERBST GAMING: Committee Needs More Time to Probe Banks HERMANOS PEREZ: Case Summary & 20 Largest Unsecured Creditors INTERNATIONAL METALS: Case Summary & 7 Largest Unsec. Creditors IRON MOUNTAIN: Moody's Gives Positive Outlook, Keeps B1 Rating JAMES HAROLD HARDYMAN: Case Summ. & 19 Largest Unsec. Creditors JOURNAL REGISTER: Court Approves Changes to Labor Contracts JOURNAL REGISTER: Bankruptcy Court Confirms 'Gift Plan' LANDQUEST LLC: Voluntary Chapter 11 Case Summary LANDSOURCE COMMUNITIES: Court Adjourns Plan Hearing to July 20 LANDSOURCE COMMUNITIES: Extends CRO Agreement with HoganWebb LANDSOURCE COMMUNITIES: IRS, et al., Object to Barclays Plan LANDSOURCE COMMUNITIES: Sells Nevada Properties to Vegas Valley LANDSOURCE COMMUNITIES: Sues Contractors to Invalidate Liens LEHMAN BROTHERS: Assumes Lease with Rockefeller Center LEHMAN BROTHERS: LBI Trustee Wants More Time to Remove Actions LEHMAN BROTHERS: Occidental Asks for Set-Off of Mutual Debts MAGNA ENTERTAINMENT: Court Postpones Hearing on Examiner Plea MARC DREIER: Seeks to Cut Imprisonment to Up to 12-1/2 Years METALDYNE CORP: Court Sets Aug. 14 as Creditors' Claim Bar Date METALDYNE CORP: Files Schedules of Assets and Liabilities MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities MORTGAGES LTD: U.S. Trustee Balks $600K Fees Sought by Greenberg M.T. PUSKAR: Case Summary & 20 Largest Unsecured Creditors MARK REDMAN: Case Summary & 18 Largest Unsecured Creditors MASA DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors METALSAMERICA: Case Summary & 20 Largest Unsecured Creditors NORTEL NETWORKS: Lease Decision Extended for Constenting Landlords NORTEL NETWORKS: UK Unit's Chapter 15 Petition Approved NORTEL NETWORKS: Wins Court Nod for $157MM Intercompany Transfer NORTH AMERICAN TECH: March 31 Balance Sheet Upside-Down by $9.7MM NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'B+' NUTRITIONAL SOURCING: PBGC Protests Latest Liquidation Plan PANOLAM INDUSTRIES: Moody's Views Missed Prepayment as Default PCS EDVENTURES: Posts Net Loss of $1.9MM in Year ended March 31 PEANUT CORP: Insurance Litigation Moved to District Court PETRORIG I: Court Establishes August 19 Claims Bar Date PHILADELPHIA NEWSPAPERS: Suits Injunction Extended for 60 Days POLAROID CORP: Can Use Petters Cash Collateral Until July 16 POMARE LTD: Maui Divers Agrees to Concessions, Withdraws Bid PROVIDENT ROYALTIES: SEC Obtains Asset Freeze Against Firm QVC INC: S&P Withdraws 'BB+' Corporate Credit Rating RACING SERVICES: No Criminal Conviction Nixes Subordination RELIANCE INTERMEDIATE: Moody's Assigns 'Ba2' Rating on Debt RENAISSANCE CUSTOM: Files Ch 11 Plan; Creditors to Get Equity RIA LLC: Case Summary & 4 Largest Unsecured Creditors RITZ CAMERA: Court to Consider Proposed Sale Process Tomorrow RH DONNELLEY: Court OKs Application for Grubb as Consultant RH DONNELLEY: Wins Nod to Employ KPMG LLP as Tax Consultants RONALD JACKSON: Case Summary & 18 Largest Unsecured Creditors SEMGROUP LP: Applies to Employ Financial Balloting Group SEMGROUP LP: Court Postpones Ruling on Plan Outline to July 20 SEMGROUP LP: Has Until Oct. 1 to Probe Lenders' Liens SEMGROUP LP: Parties Oppose Examiner's Discharge of Duties SEMGROUP LP: Proposes Sale Process for SemFuel Assets SNTL CORP: 9th Cir. Allows Unsecured Creditors' Legal Fees SOUTHEAST WAFFLES: Waffle House Wants to Buy Firm for $18.6MM STRICKER LP: Case Summary & 17 Largest Unsecured Creditors SYNTAX-BRILLIAN: Court Confirms 2nd Amended Liquidating Plan TECK RESOURCES: Moody's Upgrades Corp. Family Rating to 'Ba2' TMG HOLDINGS: 1st Circuit Tells Owner to Return $77,000 TOP SHIPS: Earns $25.6 Million in Year Ended December 31 TOUSA INC: Court Dismisses Citi & Wells' Third-Party Suits TOUSA INC: Court OKs Sale of Austin Assets for $11.5 Million TOUSA INC: Formal 3rd Quarter 2008 Results Filed TOUSA INC: Presents Protocol for Settling Preference Actions TRUMP ENTERTAINMENT: Court Approves Hiring of Four Firms UNITED SUBCONTRACTORS: S&P Deletes 'D' Rating Following Emergence US MORTGAGE: Files Disclosure Statement; August 18 Hearing Set US AIRWAYS: Files Annual Report on Amwest 401(K) Plan US AIRWAYS: Mainline Capacity to Drop 4% to 6% in 2009 US AIRWAYS: Reports June 2009 Traffic Results US AIRWAYS: Shareholders Ratify KPMG, Re-Elect Directors VISTEON CORP: Committee Objects to Rothschild's Fees as Advisor VISTEON CORP: Gets Court Nod to Hire A&M as Restructuring Advisors VISTEON CORP: Intends to Hire Dickinson As Special Counsel VITRO SAB: Posts US$411 Million Net Loss for 2008 VOUGHT AIRCRAFT: Moody's Mulls Upgrade of 'B2' on Assets Sale WES CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors * Community Banks' Lending Volumes Won't Hike in 2009, Says ABA * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 ********* A & R LEASING: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: A & R Leasing, Inc. 1115 Hwy 80 E. Pooler, GA 31322 Bankruptcy Case No.: 09-41449 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: C. James McCallar Jr., Esq. McCallar Law Firm P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 Email: mccallarlawfirm@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Alton Simmons, president of the Company. ACCELLENT INC: Moody's Upgrades Corporate Family Rating to 'B3' --------------------------------------------------------------- Moody's Investors Service upgraded Accellent Inc.'s Corporate Family Rating and Probability of Default Rating to B3 from Caa1. The company's rating outlook was changed to stable from positive. At the same time, Moody's raised Accellent's Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The B3 Corporate Family Rating and SGL-2 reflect improved operating performance and a better liquidity profile including positive free cash flow generation as well as increased headroom under covenant cushions. The SGL-2 rating further anticipates that Accellent should be able to fund its cash needs without relying on its revolver over the next 12 months. Diana Lee, a Senior Credit Officer at Moody's said, "Accellent's covenant cushions should be sufficient over the near-term despite recent sales slowdowns associated in part with a tough economic environment." The stable outlook reflects Moody's belief that ongoing margin and working capital improvements should enable Accellent to remain in compliance with its covenants when they step down again at the end of December 2009. In addition, the stable outlook assumes the company will focus on organic growth and deleveraging, as financial flexibility remains limited due to the high leverage. Ratings upgraded: Accellent Inc. -- Corporate Family Rating to B3 from Caa1 -- Probability of Default Rating to B3 from Caa1 -- Secured Revolver to B1 LGD2, 29% from B2 LGD 2, 29% -- Secured Term Loan to B1 LGD2, 29% from B2 LGD 2, 29% -- Sr. Subordinated Notes to Caa2 LGD5, 83% from Caa3 LGD5, 83% -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3 The last rating action for Accellent was taken on October 22, 2008, when the company's rating outlook was changed to positive from negative. Accellent Inc., headquartered in Wilmington, MA, is an outsource manufacturer of medical products, primarily serving the cardiology, endoscopy, and orthopedic markets. ALCOA INC: Posts $454 Million in Second Quarter 2009 ---------------------------------------------------- Alcoa Inc. posted a net loss of $454 million in the second quarter of 2009 had, compared with a net loss for the first quarter of 2009 of $497 million. In the second quarter of 2008, the Company posted a net income of $546 million. Alcoa generated cash from operations in the second quarter of 2009 of $328 million, a $599 million improvement from the first quarter. This improvement was driven by the Company's wide- ranging financial and operational initiatives to reduce costs, increase cash, and strengthen its balance sheet. The second quarter of 2009 showed a loss from continuing operations of $312 million, or $0.32 per share. Excluding restructuring charges, the loss was $256 million, or $0.26 per share. The loss from continuing operations showed a $168 million improvement in the second quarter of 2009 compared with the first quarter loss from continuing operations of $480 million, or $0.59 per share. Earnings from continuing operations in the second quarter of 2008 were $553 million, or $0.67 per share. Revenues for the quarter were $4.2 billion, a 2% increase from the first quarter of 2009, but a decrease from the $7.2 billion in the second quarter of 2008, as a result of the impact of lower metal prices and the Company's curtailment of aluminum and alumina production in response to reduced demand. The average price of aluminum on the London Metal Exchange in the second quarter of 2009 was $1,485 per metric ton (mt), a nine% increase from the first quarter of 2009, but a 49% decrease from the second quarter of 2008. The economic downturn has affected most of Alcoa's end markets -- automotive, commercial transportation, building and construction, and aerospace. "Our cash generation initiatives, productivity improvements, and portfolio changes are working. Now Alcoa has the staying power and reduced cost base to withstand the most serious downturn in the history of the aluminum industry," said Klaus Kleinfeld, Alcoa President and Chief Executive Officer. "Our operational and financial initiatives also provide Alcoa with the focus and flexibility to compete and grow in the most profitable segments of the industry as the economy recovers." The Company has achieved approximately $1.0 billion in procurement savings through the first half of the year, or approximately two- thirds of the full year target. Overhead savings year-to-date are approximately $270 million, or 134% of the full year target for 2009. And, rigorous management of working capital has generated $680 million in cash, or 85% of the 2009 target of $800 million. Capital expenditures in the quarter were $418 million and are on target to reach the 2009 goal of a nearly 50% reduction from 2008; the capital plan for 2010 calls for a further 50% reduction to $850 million. The Juruti bauxite mine in Brazil and the Alumar alumina refining upgrade and expansion are both in the process of being commissioned. First shipment of bauxite from Juruti is expected to occur within the next 90 days. The Alumar refinery has already begun to produce its first alumina and is on target for ramp-up to full production during the second half of the year. The upgrade and expansion project will increase the output of the refinery from approximately 1.5 million mt to a total production capacity of 3.5 million mt per year for the Alumar consortium. The Company's debt-to-capital ratio stood at 39.8% at the end of the quarter, an 80 basis point reduction from the first quarter of 2009. Free cash flow in the quarter was a negative $90 million, but was a $652 million improvement from the first quarter of 2009. As the Company continues to implement its cash generation programs, it finished the quarter with $851 million of cash on hand. Discontinued operations for the second quarter of 2009 had a loss of $142 million, or $0.15 per share, primarily reflecting the impact of exiting the electrical and electronics solutions business, which was completed in June. The first quarter of 2009 had a loss of $17 million, or $0.02 per share. Revenues for the first half of 2009 were $8.4 billion, compared to $14.2 billion in the first half of 2008. For the first half of 2009, income from continuing operations showed a loss of $792 million, or $0.89 per share, compared with income of $852 million, or $1.03 per share, in the first half of 2008. The first half of 2009 showed a net loss of $951 million, or $1.06 per share, compared to net income of $849 million, or $1.03 per share, in the first half of 2008. Segment Results Alumina After-tax operating income (ATOI) was a loss of $7 million, a decrease of $42 million from the prior quarter. Production declined 136 thousand mt, or four% sequentially, mainly due to curtailments at Point Comfort and Suriname. Unfavorable currency and lower LME-based pricing was partially offset by productivity gains. Primary Metals ATOI was a loss of $178 million, an improvement of $34 million from the prior quarter, which included a non-cash gain related to the Orkla ASA exchange of $112 million. Realized pricing increased 6%, or $100 per mt sequentially. Benefits from productivity gains more than offset the impact of unfavorable currency. Production increased by 26 thousand mt in the quarter due to record production in Iceland as well as the addition of the Norway smelters, which more than offset the effects of the Tennessee and Massena East curtailments. Flat-Rolled Products ATOI was a loss of $35 million, an improvement of $26 million from the prior quarter. Revenues declined five% sequentially driven by significant volume declines in all end markets except automotive and packaging. Benefits from productivity gains more than offset the impacts of unfavorable currency and volume declines in all other markets. Engineered Products and Solutions ATOI was $88 million, a decrease of $7 million or seven% from the prior quarter. Weakening conditions in the aerospace and building and construction markets were partially offset by productivity gains. Revenues declined six% from the prior quarter due to weak end markets. This segment was expanded to include the hard alloy extrusions business which had previously been included in the Flat-Rolled Products segment. About Alcoa Alcoa Inc. -- http://www.alcoa.com/-- is the world leader in the production and management of primary aluminum, fabricated aluminum and alumina combined. Alcoa serves the aerospace, automotive, packaging, building and construction, commercial transportation and industrial markets, bringing design, engineering, production and other capabilities of Alcoa's businesses to customers. In addition to aluminum products and components including flat-rolled products, hard alloy extrusions, and forgings, Alcoa also markets Alcoa(R) wheels, fastening systems, precision and investment castings, and building systems. The company operates in 34 countries and has been named one of the top most sustainable corporations in the world at the World Economic Forum in Davos, Switzerland. As of September 30, 2008, Alcoa had $39.0 billion in total assets and $21.2 billion in total liabilities. As reported by the Troubled Company Reporter on February 17, 2009, Moody's Investors Service downgraded Alcoa Inc's senior unsecured ratings to Baa3 from Baa1, its short-term rating to Prime-3 from Prime-2, its rating on its shelf registration for senior unsecured debt to (P)Baa3 from (P)Baa1 and its preferred stock rating to Ba2 from Baa3. At the same time Moody's downgraded Alcoa Trust 1's shelf registration rating for preferred stock to (P)Ba1 from (P)Baa2. The rating outlook is stable. ALLIS-CHALMERS: Moody's Keeps B3 Corp. Rating After Tender Offer ---------------------------------------------------------------- Moody's Investors Service affirmed Allis-Chalmers Energy Inc.'s B3 Corporate Family Rating, changed its Probability of Default Rating to B3 from B3/LD, and upgraded its $225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017 to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%). The rating outlook is stable. The rating actions reflect the company's capital structure after the completion of its cash tender offer on its $255 million 9% senior notes due 2014 and $250 million 8.5% senior notes due 2017. Moody's last rating action on ALY dates from July 1, 2009 at which time Moody's confirmed ALY's CFR, changed its PDR to B3/LD and downgraded it senior notes. Allis-Chalmers Energy Inc., headquartered in Houston, Texas, is a provider of oilfield services and products for oil and gas companies. ALUS LIQUIDATION: Okays Initial Liquidating Distribution -------------------------------------------------------- ALUS Liquidation Corp., fka Alsius Corporation, reported that its Board of Directors has approved an initial liquidating distribution in the amount of $0.30 per share of common stock. The initial distribution is expected to be made on or about July 7, 2009, to stockholders of record as of the close of business on May 5, 2009, the date on which Alsius filed a certificate of dissolution with the Delaware Secretary of State. The distribution is being made following the sale of substantially all of Alsius' assets to ZOLL Circulation, Inc., on May 4, 2009, and in accordance with the plan of dissolution approved by Alsius' stockholders. Stockholders who hold their shares through a bank, broker or other entity will have their brokerage account credited with their allocation of the initial distribution with no further action required on the stockholders' behalf. Stockholders who hold their shares in certificated form will receive a letter of transmittal from the transfer agent instructing the holders on how to surrender their stock certificates prior to receiving the distribution. After the one-year anniversary of the asset sale to ZOLL, when the period for ZOLL to make indemnity claims under the purchase agreement expires, ALUS anticipates making a final distribution to stockholders of available cash. ALUS estimates that when all distributions have been made, it will return $0.36 per share to stockholders. However, if liabilities are greater than estimated or if unknown liabilities are incurred, or if collections on accounts receivable are less than expected, then the amount available for distribution will be less than currently anticipated (or could be greater if liabilities are less than expected or collections exceed expectations). About ALUS Liquidation ALUS Liquidation Corp., in Irvine, Calif., was a medical device company known as Alsius that developed, manufactured and sold proprietary products to precisely control patient temperature. On May 4, 2009, ALUS sold the assets constituting this business to ZOLL Circulation, an affiliate of ZOLL Medical (Nasdaq:ZOLL). ALUS filed a certificate of dissolution with the Delaware Secretary of State on May 5, 2009, and is in the process of winding down its affairs. AMARIN CORPORATION: Reports $21.2-Million Net Loss for 2008 ----------------------------------------------------------- Amarin Corporation plc reported preliminary unaudited financial results for the six and twelve months ended December 31, 2008. For the six months ended December 31, 2008, Amarin reported a net loss of $13.3 million compared with a net loss of $13.4 million for the six months ended December 31, 2007. The results for the 2008 period reflect a significant reduction in selling, general and administration costs offset by a substantial increase in research and development costs with the per share results reflecting a substantial increase in the number of shares outstanding as of December 31, 2008. For the year ended December 31, 2008, Amarin reported a net loss of $21.2 million compared with a net loss of $37.8 million for the year ended December 31, 2007. The lower loss for 2008 was attributable to an increase in finance income of $7.3 million in 2008 and an $8.8 million impairment charge on intangible assets in 2007. The net loss per share reflects the one-for-ten reverse stock split which took effect on January 18, 2008, and a substantial increase in the number of shares outstanding as of December 31, 2008. Thomas Lynch, chairman and chief executive officer of Amarin, commented, "I am pleased to report the significant progress we have made over the last twelve months in repositioning the company to leverage our late stage cardiovascular opportunity. We have already experienced the benefits of our new experienced research and development team based in Connecticut, with the progression of the cardiovascular program to the point where we are about to initiate the Phase 3 registration trial in hypertriglyceridemia under an SPA agreement with the FDA. We remain firmly focused on ensuring that we secure the funds required to facilitate the conduct of our Phase 3 trials, with commencement planned for the third quarter." Liquidity The preliminary unaudited financial results were prepared on a going concern basis which assumes the Company has sufficient funds to operate for at least the next 12 months. On June 4, 2009, the Company closed a $2.6 million private placement of convertible bridge loan notes and warrants with certain existing investors in the Company, including a number of current Amarin directors. On June 29, 2009, the company agreed an amendment to the terms with the holders of $2.5 million of the Bridge Financing, including an extension to the maturity date from June 30, 2009, to July 24, 2009. The Bridge Financing provides the Company with sufficient funds to operate through mid July 2009, during which time the Company will continue its discussions with potential investors, in order to secure longer term funding. No assurance can be given regarding whether, or on what terms, the Company will be able to secure such longer term financing. If a satisfactory conclusion cannot be reached regarding the long term funding, there would be substantial doubt about its ability to continue as a going concern, the Company said. At December 31, 2008, the Company's balance sheet total assets of $36.6 million, total liabilities of $7.7 million and total stockholders' equity of $28.8 million. Delay of Filing of 2008 Annual Report on Form-20F Amarin also informed the Securities and Exchange Commission that there will be a delay in the filing of the Company's Annual Report on Form 20-F for the year ended December 31, 2008, which was due to be filed by June 30, 2009. The Company is unable to comply with the filing date of June 30, 2009. without unreasonable effort or expense as a result of the time and attention devoted by Amarin's management to securing bridge financing and conducting ongoing discussions with potential investors for longer term financing. The Company intends to complete these discussions as soon as possible and file the Annual Report on Form 20-F for the year ended December 31, 2008, soon as possible thereafter. The Company's UK statutory accounts for the year ended December 31, 2008, will be finalized upon the filing by the Company of its Form 20-F and upon approval of the accounts by the Company's board of directors, the Company will send shareholders Notice of its 2009 Annual General Meeting to be held in Dublin. About Amarin Corporation plc Amarin Corporation plc -- http://www.amarincorp.com/-- (NASDAQ: AMRN) is a late-stage biopharmaceutical company with a focus on cardiovascular disease. The Company's lead product candidate is AMR101, a prescription grade Omega-3 fatty acid. Amarin established its research and development headquarters in Mystic, Connecticut with an experienced research and development team. Amarin's programs capitalize on its lipid science expertise and the known therapeutic benefits of Omega-3 fatty acids in treating cardiovascular disease. The pipeline also includes proprietary next-generation lipid candidates, at preclinical stages of development. Amarin has a range of clinical and preclinical stage compounds to treat central nervous system disorders, including Huntington's disease, myasthenia gravis, Parkinson's disease and epilepsy, all of which are available for partnering. AMERICAN AXLE: Loan Covenants Waived Until July 30 -------------------------------------------------- American Axle & Manufacturing Holdings, Inc., and American Axle & Manufacturing, Inc., entered on June 30, 2009, into a Waiver and Amendment to the Credit Agreement dated as of January 9, 2004, as amended and restated as of November 7, 2008, among Holdings, AAM, JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders party thereto, and J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, with the Administrative Agent and the Lenders party thereto. The Waiver and Amendment, among other things, provides a waiver through July 30, 2009, of the financial covenants relating to secured indebtedness leverage and interest coverage as well as a waiver of the collateral coverage requirement of the Credit Agreement. During the waiver period, AAM will be required to maintain a daily minimum liquidity of $100 million and will be limited in its ability to incur, refinance or prepay certain debt, make investments, and make restricted payments. As a condition to effectiveness of the Waiver and Amendment, AAM and substantially all of its domestic subsidiaries have provided a security interest to the Lenders over their domestic cash and cash equivalents. The Waiver and Amendment is available at: http://ResearchArchives.com/t/s?3ec6 AAM and its Lenders remain in active discussions regarding further modifications to the Revolving Credit Facility. AAM believes that the Waiver and Amendment is a positive step in this process. As of June 30, 2009, AAM had approximately $280 million of liquidity, consisting of available cash, short-term investments and committed borrowing capacity on its Revolving Credit Facility. AAM was designated an essential supplier by General Motors Corp. and Chrysler LLC and has collected substantially all pre-petition trade receivables due from GM and Chrysler. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for trucks, sport utility vehicles, passenger cars and crossover utility vehicles. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), the Company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. * * * As reported by the Troubled Company Reporter on June 11, 2009, Fitch Ratings said its 'CCC' issuer default ratings on American Axle & remain on Watch Negative. According to the TCR on May 14, 2009, Moody's Investors Service lowered American Axle's Probability of Default Rating to Caa3 from Caa1, and its Corporate Family Rating to Ca from Caa1. In a related action Moody's also lowered the rating on the Company's secured bank credit facilities to Caa2 from B2, lowered the rating on the unsecured guaranteed notes to Ca from Caa2, and lowered the rating on the unsecured convertible notes to Ca from Caa2. The Speculative Grade Liquidity Rating was affirmed at SGL-4. The outlook is negative. Deloitte & Touche LLP, American Axle's auditor, has raised substantial doubt about the ability of the Company to continue as a going concern. Deloitte noted the significant downturn in the domestic automotive industry which has an adverse impact on American Axle's two largest customers. AMERICAN INT'L: Ex-CEO Can Keep $4.3 Billion in Shares Dispute -------------------------------------------------------------- An eight-person jury said that former American International Group CEO Maurice R. Greenberg's current firm, Starr International Co., didn't have to hand over $4.3 billion to the Company, Liam Pleven and Chad Bray at The Wall Street Journal reports. As reported by the Troubled Company Reporter on June 18, 2009, AIG's lawyer, Theodore Wells, said that Mr. Greenberg improperly seized in 2005 control of millions of shares of the Company's stock held by sister company Starr. Mr. Wells said that Mr. Greenberg was angry and vindictive after being forced out as AIG's CEO. Mr. Greenberg, through Starr, breached a trust agreement in which the shares would be used to fund a deferred-compensation plan for select AIG executives, Mr. Wells stated. According to Mr. Wells, Starr International used the stock for 35 years to fund a deferred-compensation plan in which participating AIG executives received compensation from the plan when they retired from the Company, but that changed after Mr. Greenberg was forced out. Mr. Greenberg threw eight AIG executives off Starr's board and took control of the shares, Mr. Wells said. AIG wanted Starr to hand over $4.3 billion it had pocketed from the many shares it sold when AIG's share price was much higher. Starr allegedly used the proceeds for investments. WSJ relates that U.S. District Judge Jed Rakoff could override the jury, part of whose verdict was advisory. The report states that Judge Rakoff would rule on the case by August. Based in New York, American International Group, Inc. (AIG), is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. During the third quarter of 2008, requirements to post collateral in connection with AIG Financial Products Corp.'s credit default swap portfolio and other AIGFP transactions and to fund returns of securities lending collateral placed stress on AIG's liquidity. AIG's stock price declined from $22.76 on September 8, 2008, to $4.76 on September 15, 2008. On that date, AIG's long-term debt ratings were downgraded by Standard & Poor's, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service and Fitch Ratings, which triggered additional requirements for liquidity. These factors and other events severely limited AIG's access to debt and equity markets. On September 22, 2008, AIG entered into an $85 billion revolving credit agreement with the Federal Reserve Bank of New York and pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000 shares of Series C Perpetual, Convertible, Participating Preferred Stock to a trust for the benefit of the United States Treasury. At September 30, 2008, amounts owed under the facility created pursuant to the Fed Credit Agreement totaled $63 billion, including accrued fees and interest. Since September 30, 2008, AIG has borrowed additional amounts under the Fed Facility and has announced plans to sell assets and businesses to repay amounts owed in connection with the Fed Credit Agreement. Certain of AIG's domestic life insurance subsidiaries subsequently entered into an agreement with the NY Fed pursuant to which the NY Fed has borrowed, in return for cash collateral, investment grade fixed maturity securities from the insurance subsidiaries. On November 10, 2008, the U.S. Treasury agreed to purchase, through its Troubled Asset Relief Program, $40 billion of newly issued AIG perpetual preferred shares and warrants to purchase a number of shares of common stock of AIG equal to 2% of the issued and outstanding shares as of the purchase date. All of the proceeds will be used to pay down a portion of the Federal Reserve Bank of New York credit facility. The perpetual preferred shares will carry a 10% coupon with cumulative dividends. AIG and the Fed also agreed to revise the existing FRBNY credit facility. The loan terms were extended from two to five years to give AIG more time to complete its planned asset sales in an orderly manner. The equity interest that taxpayers will hold in AIG, coupled with the warrants, will total 79.9%. At September 30, 2008, AIG had $1.022 trillion in total consolidated assets and $950.9 billion in total debts. Shareholders' equity was $71.18 billion, including the addition of $23 billion of consideration received for preferred stock not yet issued. The Troubled Company Reporter reported on March 4, 2009, that Moody's Investors Service confirmed the A3 senior unsecured debt and Prime-1 short-term debt ratings of American International Group, Inc. AIG's subordinated debt rating has been downgraded to Ba2 from Baa1. The rating outlook for AIG is negative. This rating action follows AIG's announcement of net losses of $62 billion for the fourth quarter and $99 billion for the full year of 2008, along with a revised restructuring plan supported by the U.S. Treasury and the Federal Reserve. This concludes a review for possible downgrade that was initiated on September 15, 2008. AMERICAN INT'L: In Talks to Sell Alico to MetLife ------------------------------------------------- American International Group Inc. is negotiating with MetLife Inc. for the sale of all or part of the Company's American Life Insurance Co., Liam Pleven, Jeffrey McCracken, and Leslie Scism at The Wall Street Journal reports, citing people familiar with the matter. According to WSJ, AIG and MetLife discussed a possible deal involving Alico several months ago, but the talks didn't failed. WSJ notes that market conditions have improved since then. WSJ relates that AIG said in June that it had taken a step toward positioning Alico and another foreign life insurance subsidiary, American International Assurance Co., for initial public offerings. Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received, and continues to seek buyers of its assets. At March 31, 2009, AIG had $819.75 billion in total assets and $765.53 billion in total liabilities. At September 30, 2008, AIG had $1.022 trillion in total assets and $950.9 billion in total debts. The Troubled Company Reporter reported on March 4, 2009, that Moody's Investors Service confirmed the A3 senior unsecured debt and Prime-1 short-term debt ratings of American International Group. AIG's subordinated debt rating has been downgraded to Ba2 from Baa1. The rating outlook for AIG is negative. This rating action follows AIG's announcement of net losses of $62 billion for the fourth quarter and $99 billion for the full year of 2008, along with a revised restructuring plan supported by the U.S. Treasury and the Federal Reserve. This concludes a review for possible downgrade that was initiated on September 15, 2008. AMR CORP: Unit Signs Agreement for $153.7-Mil. Equipment Notes -------------------------------------------------------------- On July 7, 2009, (i) American Airlines, Inc., a wholly owned subsidiary of AMR Corporation, and U.S. Bank Trust National Association, as subordination agent, pass through trustee under the pass through trust newly formed by American and loan trustee entered into four separate but substantially identical participation agreements and (ii) American, the Subordination Agent, the Trustee, U.S. Bank National Association, as escrow agent under the Escrow Agreement, and U.S. Bank Trust National Association as paying agent under the Escrow Agreement, entered into a Note Purchase Agreement. The Participation Agreements provide for the issuance by American of equipment notes -- Owned Aircraft Series A Equipment Notes -- in the aggregate principal amount of $153,678,000, secured by four Boeing 777-223ER aircraft delivered new to American from 1999 to 2000. The Note Purchase Agreement, subject to certain terms and conditions, provides for the future issuance by American of equipment notes in the aggregate principal amount of $366,432,000 to be secured by 16 new Boeing 737-823 aircraft to be selected by American from a pool of 59 new Boeing 737-823 aircraft scheduled for delivery to American from July 2009 to October 2010. Pursuant to the Participation Agreements, upon the financing of each Owned Aircraft on July 7, 2009, the Trustee purchased the related Series A Equipment Notes issued under an Indenture and Security Agreement entered into by American and the Loan Trustee with respect to such Owned Aircraft. Pursuant to the Note Purchase Agreement and the form of Participation Agreement and form of Indenture and Security Agreement, at the financing of each New Aircraft, the Trustee will enter into a Participation Agreement substantially in the form of the Form of Participation Agreement and will purchase the related Series A Equipment Notes to be issued under an Indenture and Security Agreement substantially in the form of the Form of Indenture to be entered into by American and the Loan Trustee with respect to such New Aircraft. Each Indenture contemplates the issuance of the related Series A Equipment Notes bearing interest at the rate of 10.375% per annum, in the aggregate principal amount (once all New Aircraft Series A Equipment Notes have been issued) equal to $520,110,000. The Series A Equipment Notes will be purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2009-1A. Pending the purchase of the New Aircraft Series A Equipment Notes, proceeds in the aggregate amount of $366,432,000 from the sale of the Class A Certificates were placed in escrow by the Trustee pursuant to the Escrow and Paying Agent Agreement, dated as of July 7, 2009, among the Escrow Agent, the Paying Agent, the Underwriters and the Trustee. The escrowed funds were deposited with The Bank of New York Mellon pursuant to the Deposit Agreement, dated July 7, 2009, between the Escrow Agent and the Depositary relating to the Class A Certificates. The interest on the Series A Equipment Notes and the escrowed funds is payable semiannually on each January 2 and July 2, beginning on January 2, 2010. The principal payments on the Series A Equipment Notes are scheduled for payment on January 2 and July 2 in certain years, beginning on January 2, 2010. Final payments will be due on July 2, 2019. Maturity of the Series A Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by American (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving American. The Series A Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and also will be cross-collateralized by the other Aircraft financed pursuant to the offering of the Class A Certificates. The Class A Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended, under American's shelf registration statement on Form S-3 (File Nos. 333-136563 and 333-136563-01). The Class A Certificates were sold pursuant to the Underwriting Agreement, dated June 29, 2009, among American and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named therein. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At March 31, 2009, AMR had $24,518,000,000 in total assets; $8,908,000,000 in current liabilities, $8,314,000,000 in long-term debt, less current maturities, $528,000,000 in obligations under capital leases, less current obligations, $6,739,000,000 in pension and postretirement benefits, and $3,138,000,000 in other liabilities, deferred gains and deferred credits; resulting in $3,109,000,000 in stockholders' deficit. AMR HOLDCO: To Gain From Expansion, Upgraded to Ba2, Says Moody's ----------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of AMR Holdco, Inc., to Ba2 from Ba3. AMR Holdco, Inc., and EmCare Holdco Inc. are co-issuers and operated through a holding company, Emergency Medical Services L.P. which is in turn owned by Emergency Medical Services Corporation. Moody's concurrently upgraded the ratings on the EMSC's debt instruments and affirmed the company's Speculative Grade Liquidity Rating at SGL-2. The outlook for the ratings is stable. The upgrade of the ratings reflects the continued improvement in financial metrics and Moody's expectation that the company should continue to post favorable operating results as it benefits from both organic expansion of operations as well as moderate sized acquisitions. The Ba2 Corporate Family Rating is supported by modest financial leverage and strong interest coverage. EMSC is also expected to continue to generate solid free cash flow as the company maintains a strong market position in both of its segments. However, the rating also considers risks around the potential for reimbursement changes and Moody's belief that the prolonged economic downturn could result in increasing exposure to bad debt. Following is a summary of Moody's actions. Ratings upgraded/LGD assessments revised: -- Corporate Family Rating, to Ba2 from Ba3 -- Probability of Default Rating, to Ba2 from Ba3 -- $100 million Senior Secured Revolving Credit Facility due 2011 to Baa3 (LGD2, 16%) from Ba1 (LGD2, 18%) -- $350 million Senior Secured Term Loan B Facility due 2012 to Baa3 (LGD2, 16%) from Ba1 (LGD2, 18%) -- $250 million, 10%, Senior Subordinated Notes, due 2015 to Ba3 (LGD5, 73%) from B1 (LGD5, 74%) Ratings affirmed: -- Speculative Liquidity Rating, SGL-2 Moody's last rating action was on November 26, 2007, when the Corporate Family and Probability of Default Ratings were upgraded to Ba3 and the outlook was changed to stable. Moody's also upgraded the rating on the $450 million senior secured credit facility to Ba1 and upgraded the rating on the $250 million senior subordinated notes to B1. EMSC operates through two business segments: EmCare Holdings Inc. and American Medical Response, Inc. EmCare is the company's emergency department and hospital-based management services segment. AMR is a provider of ambulance services in the U.S. For the twelve months ended March 31, 2009, EMSC reported revenues of approximately $2.5 billion. ASYST TECHNOLOGIES: Stockholders Would Receive Nothing Under Plan ----------------------------------------------------------------- Asyst Technologies, Inc., disclosed in a filing with the Securities and Exchange Commission that since its bankruptcy filing, management has noticed the continuing high trading volume in the Company's common stock. Asyst management tells investors of its strong belief that there will be no value for the common stockholders in the bankruptcy liquidation process, even under the most optimistic of scenarios. Holders of common stock of a company in Chapter 11 generally receive value only after all claims of the company's secured and unsecured creditors have first been fully satisfied. In this case, Asyst's management strongly believes all creditor claims will not be fully satisfied, leading to its conclusion that Asyst common stock will have no value. Headquartered in Fremont, California, Asyst Technologies, Inc. -- http://www.asyst.com/-- makes, sells and supports integrated hardware and software systems primarily for semiconductor and flat panel display manufacturing industries. The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D. Calif. Case No. 09-43246). Ali M.M. Mojdehi, Esq., Janet D. Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of Baker and McKenzie, serve as the Debtor's bankruptcy counsel. Andrew I. Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the official committee of unsecured creditors. As of December 31, 2008, the Debtor had total assets of $295,782,000 and total debts of $315,364,000. The Company's Japanese subsidiaries, Asyst Technologies Japan Holdings Company, Inc., and Asyst Technologies Japan, Inc., entered into related voluntary proceedings under Japan's Corporate Reorganization Law (Kaisha Kosei Ho) on April 20, 2009. Kosei Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ. B&G FOODS: S&P Assigns 'BB-' Senior Secured Debt Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'BB-' senior secured debt rating, 'B' senior unsecured debt rating, preliminary 'CCC+' subordinated debt rating, and preliminary 'CCC' preferred stock rating to the $600 million shelf filing by B&G. The company may sell a combination of enhanced income securities, common stock, preferred stock, debt securities, warrants, or units. Net proceeds are expected to be used for general corporate purposes, which may include reducing or refinancing S&P's outstanding indebtedness, increasing working capital, or financing acquisitions and capital expenditures. The corporate credit rating on Parsippany, New Jersey-based B&G is 'B' with a stable outlook and remains unchanged. The rating reflects the company's high debt levels after a history of debt- financed acquisitions and an enhanced income securities capital structure. At April 4, 2009, B&G had about $536 million of debt outstanding. The company is a manufacturer, marketer, and distributor of a diversified portfolio of food products, including branded hot cereal, maple syrup, pickles, peppers, fruit spread, Mexican ingredients, and other specialty food products. BABUSKI LLC: Proposes Matthew L. Johnson as Bankruptcy Counsel -------------------------------------------------------------- Babuski LLC asks the U.S. Bankruptcy Court for the District of Nevada for authority to employ Matthew L. Johnson & Associates, P.C. as counsel. The firm will, among other things: -- institute, prosecute, or defend any lawsuits, adversary proceedings, and contested matters arising out of this bankruptcy proceeding; -- assist in the recovery and obtain necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same where necessary; and -- assist in determining the priorities and status of claims and in filing objections thereto. The hourly rates of the firm's personnel are: Partners $300 Associates $285 Paralegals or Law Clerks $135 Pre-bankruptcy, the firm received a $30,000 retainer. The Debtor obtained a loan for the retainer from Ted and Mike Federwitz, who hold a secured interest in the Debtor's property. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matthew L. Johnson & Associates, P.C. 8831 W. Sahara Ave. Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 About Babuski LLC Las Vegas, Nevada-based Babuski LLC filed for Chapter 11 on June 29, 2009 (Bank. D. Nev. Case No. 09-21360). In its petition, the Debtor said it has assets and debts ranging from $10 million to $50 million. BABUSKI LLC: U.S. Trustee Sets Meeting of Creditors for Aug. 6 -------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of creditors in Babuski LLC's Chapter 11 case on August 6, 2009, at 1:00 p.m. The meeting will be held at 300 Las Vegas Blvd., South, Room 1500, Las Vegas, Nevada. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Las Vegas, Nevada-based Babuski LLC filed for Chapter 11 on June 29, 2009 (Bank. D. Nev. Case No. 09-21360). Matthew L. Johnson & Associates, P.C., represents the Debtor in its restructuring efforts. In its petition, the Debtor said it has assets and debts ranging from $10 million to $50 million. BASIC ENERGY: Weak Results Cue Moody's Cut to 'B2' -------------------------------------------------- Moody's Investors Service downgraded Basic Energy Services, Inc.'s Corporate Family Rating to B2 from Ba3, its Probability of Default Rating to B2 from Ba3, and its existing senior unsecured note rating to B3 (LGD 4, 65%) from B1 (LGD 5, 77%). Basic's senior secured revolving credit facility "Tranche A" due 2010 and "Tranche B" due 2012 were also downgraded to Ba2 from Ba1 (with LGD rate changing to LGD 1 9% from LGD 2, 23%). Moody's assigned a B3 (LGD 4, 65%) rating to Basic's proposed $225 million senior unsecured notes offering. The outlook is negative. Note proceeds from the pending offering will be used to repay in full the approximate $180 million outstanding balance on BAS's senior secured revolving credit facility with the remaining balance to be applied toward general corporate purposes. The downgrade reflects BAS's much weaker than expected operating performance, which Moody's believe will continue into 2010. The dramatic drop in upstream spending has severely impacted the demand for BAS' services including a major decline in maintenance services, which typically are more durable even in cyclical downturns. As a result, leverage is expected to substantially increase by year-end due to a declining EBITDA and is expected to increase to levels well beyond the expectation to hold the Ba3 rating. In addition, Moody's anticipates Basic will not be able to meet its covenant requirements under its senior secured revolving credit facility as early as the third quarter and no later than Q4'09. While the bond offering will repay the revolver borrowings and leave the company with at least $160 million of cash on hand, if BAS cannot obtain a waiver from its revolver lenders, its overall liquidity profile will be weakened as it will not have continued access to its revolver. Moody's estimates that currently 25% of BAS rigs are stacked and the utilization rate on the total fleet is running below 50%. BAS dramatic cost cutting measures of downsizing 25% of its labor force and reducing wages across the board since the beginning of the year not been able to offset the dramatic decline in operating Income. With utilization down so much and pricing for its services continue to face pressure, Moody's estimate the company's margins have fallen to near cash break-even levels and that any further margin pressure could lead to negative earnings and cash flows. The negative outlook considers the uncertainty regarding the status of the company's revolving credit facility as well as the expectation of continued weakness in BAS' businesses. Despite BAS' position as the third largest provider of important workover services in North America, there is no clear visible catalyst for near-term improvement in the business. While there are preliminary signs that activity may have started to bottom and well services is still needed to keep existing productive wells producing, it is too early to determine when demand will improve and could result in company's leverage remaining at very high levels into 2010. If business conditions do not improve by year- end and the company's operating performance and leverage profile continue to deteriorate, the ratings could be downgraded further. The note ratings were lowered to B3, one notch below the CFR. While the company is expected to be in violation of the revolving credit facility's covenants, the facility is currently in place with some access, and the possibility remains that the company may either obtain waivers or replace the facility with a new one. However, if the facility is terminated and is either replaced with a smaller one or the company's goes without a credit facility, the notes could be upgraded to the CFR. Basic's liquidity profile is adequate to cover its cash needs over the next four quarters. The company will have approximately $160 million of cash on hand pro forma for the notes offering and revolver borrowings being repaid. Given that BAS can reduce its capital spending needs to very low levels (especially since a large position of its services rigs are new or refurbished), the this cash along with Moody's estimates of EBITDA should be sufficient to cover its planned capex of about $32 million, interest costs of more than $44 million, and lower working capital needs for at least the next 12 months. The last rating action for Basic was on April 28, 2009, when Moody's changed the outlook to negative, assigned a Ba1 rating to the Tranche B of the company's amended secured revolving credit facility, while affirming the existing ratings. Basic Energy Services is headquartered in Midland, Texas. BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Midland, Texas-based Basic Energy Services Inc. to 'B+' from 'BB-' and assigned its 'B+' rating and '4' recovery rating to $225 million in proposed senior notes due 2017. The outlook is negative. At the same time S&P took these actions on Basic's issue-level ratings: S&P lowered its issue-level rating on Basic's existing senior unsecured notes to 'B+' (the same as the corporate credit rating on the company) from 'BB-'. The recovery ratings on Basic's unsecured issues remain unchanged at '4', indicating S&P's expectations for average recovery (30%-50%) of principal in a payment default. S&P lowered its ratings on Basic's senior secured facility to 'BB' (two notches higher than the corporate credit rating) from 'BB+'. The recovery rating on the senior secured facility remains unchanged at '1', indicating S&P's expectations of very high recovery (90%-100%)of principal in a payment default. "The downgrade of the corporate credit rating to 'B+' from 'BB-' primarily reflects S&P's concern that continued weakness in core U.S. oilfield services markets will cause Basic's credit measures to deteriorate to levels outside of S&P's previous expectations for the 'BB-' corporate rating over the near-to- intermediate term," said Standard & Poor's credit analyst Jeffrey Morrison. Basic will use proceeds from its proposed $225 million senior notes to repay amounts outstanding ($180 million as of latest public filings)under its $225 million credit facilities and for general corporate purposes. Pro forma the new $225 million senior notes offering, S&P expects Basic's total book debt (including capital leases) to increase to $530 million from $485 million at the end of the first quarter. The ratings on oilfield service provider Basic reflect its participation in highly cyclical and competitive U.S. oilfield service markets, a substantially weaker near-term industry outlook, and the potential for financial covenant issues to arise later in 2009. In S&P's view, improved near-term liquidity following the new senior notes offering, significant capital spending flexibility during industry downturns, and expectations of some free cash flow in 2009 (due to continued working capital reductions)only partially offset these concerns. The negative outlook reflects S&P's concern that continued weakness in core U.S. oilfield services markets over the near term could continue to pressure Basic's credit quality if industry conditions do not show signs of stabilizing (or improving) over the second half of the year. Stabilization of ratings at the current 'B+' level would necessitate several quarters of strengthening equipment utilization, margins, and cash flow. BBZ RESOURCE: Beck's to Help Co. Make Good on Gas/Food Promo ------------------------------------------------------------ Mark Glover at Sacramento Bee reports that Beck's Furniture is working with My Free Travel to make good on a free gas/groceries promotion overseen by BBZ Resource Management, Inc. According to Sacramento Bee, California residents who shopped Beck's Furniture months ago to qualify for the BBZ Resource gas/grocery cards have complained about weeks-long delays in getting the promised free goods. Beck's Furniture Executive Vice President Tod Paxton said that it has contracted through a broker to turn the gas/grocery program over to My Free Travel, Sacramento Bee relates. Citing Mr. Paxton, the report states that My Free Travel is insured and has taken steps to guarantee local customers the gas/grocery benefits once handled by BBZ. "When we were informed of an increase in calls to customer service . . . we became concerned about the time lag and started looking into it. What's going to happen is that new redemption cards will be issued. Our customers will get what they were promised. It's all in motion," the report quoted Mr. Paxton as saying. Citing Mr. Paxton, Sacramento Bee states that Beck's Furniture is sending out letters to clients who took advantage of the gas/groceries offer to let them know that they will be receiving the promised benefits. Beck's Furniture said that more than 100 clients are affected, Sacramento Bee reports. Mesa, Arizona-based BBZ Resource Management offered a free gas and grocery voucher incentive program tied to purchases of furniture and other products. The Company filed for Chapter 11 bankruptcy protection on June 29, 2009 (Bankr. D. Ariz. Case No. 09-14825). Daniel E. Garrison, Esq., at Law Offices of Daniel E. Garrison PLLC assists the Company in its restructuring efforts. The Company listed $1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000 in debts. BERNARD MADOFF: Picard Wants Default Judgement vs. Vizcaya, Harley ------------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Irving H. Picard, the trustee liquidating Bernard L. Madoff Investment Securities Inc., has filed separate requests before the U.S. Bankruptcy Court for the Southern District of New York for default judgements against Vizcaya Partners Ltd. and Harley International (Cayman) Ltd. for failing to timely answer complaints against them. In April 2009, filed a lawsuit before the U.S. Bankruptcy Court for the Southern District of New York to recover a $150 million payment in October 2008 to Vizcaya Partners Ltd. and a Gibraltar bank, citing that it was a preferential transfer. The lawsuit says Vizcaya invested $327 million with Madoff since January 2002. In May, Mr. Picard sued Harley International (Cayman) Limited to recover $1,072,800,000 the latter received from Madoff from June 23, 2004, until Dec. 11, 2008. Harley, according to Mr. Picard, received avoidable transfers from BLMIS. Harley, the trustee alleged, "knew or should have known that its account statements at BLMIS did not reflect legitimate trading activity and that Madoff was engaged in fraud." The complaint said that from at least 1996 until 2008, Harley received unrealistically high and consistent annual return -- approximating 13.5% -- in contrast to the vastly larger fluctuations in the S&P 100 Index on which Madoff's trading activity was purportedly based during the time period. About Bernard Madoff Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on December 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Mr. Madoff's fraud were allegedly at least $50 billion. Also on December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. As reported by the TCR, Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors. BOOKER COMMUNITY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Booker T. Community Outreach, Inc. 1401 Sherrouse Street Monroe, LA 71203 Bankruptcy Case No.: 09-31426 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Western District of Louisiana (Monroe) Debtor's Counsel: William L. Melancon, Esq. 102 Versailles Blvd., Suite 700 Lafayette, LA 70501 Tel: (337) 233-8600 Fax: (337) 233-8609 Email: william@wmelancon.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/lawb09-31426.pdf The petition was signed by Esther Gallow, president of the Company. BRIAN HECKER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Brian C. Hecker Tammy K. Hecker 11218 Winn Road Riverview, FL 33569 Bankruptcy Case No.: 09-14585 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Buddy D. Ford, Esq. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: Buddy@tampaesq.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-14585.pdf The petition was signed by the Joint Debtors. BROADSTRIPE LLC: Has Final DIP Financing Approval After 6 Months ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted Broadstripe LLC final approval to access $15 million of debtor-in- possession financing. According to Bill Rochelle at Bloomberg News, the official committee of unsecured creditors in Broastripe's case had asked the U.S. Bankruptcy Court for the District of Delaware to deny final approval of the Company's DIP financing from affiliates of Highland Capital Management LP. The Creditors Committee argued that the terms of the financing are intended to stop the committee from suing the lenders by preventing Broadstripe from paying the Committee's expenses in connection with a lawsuit. The Committee pointed to two occasions when Highland unsuccessfully attempted to prevent the payment of its expenses. As reported by the Troubled Company Reporter on January 8, 2009, the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Broadstripe LLC and its debtor-affiliates to obtain, on an interim basis, up to $6 million in postpetition financing under the senior secured superpriority debtor in possession credit agreement dated Jan. 2, 2009, with a syndicate of financial institutions, including The Bank of New York Mellon, as administrative agent. Judge Sontchi also authorized the Debtors to access cash collateral securing repayment of secured loan to The Bank of New York and NexBank SSB. The Debtors are party to (i) a second amended and restated first lien credit agreement dated July 28, 2006, with the Bank of New York, and (ii) a second lien credit agreement dated July 28, 2006, with NexBank. The first lien credit facility consists of a revolving credit facility and a term loan, which bear interest at the Base Rate plus the applicable rate for portions and the Eurodollar rate plus applicable rate. As of Dec. 31, 2008, the amount outstanding under (i) the credit facility was $10.2 million priced at LIBOR plus 7%, and (ii) the term loan was $170.6 million -- excluding incurred but unpaid expenses -- priced at LIBOR plus 7%. On the one hand, the second lien credit facility comprised of two term loans: term loan C and term loan D, which provide for cash interest to be paid on the term loans in an amount equal to LIBOR, and PIK interest accrued on the term loans for the balance. In March 2008, the PIK interest terms of the loans were made consistent and now accrue at 14.5% per annum under the first amended second lien credit facility. As of Dec. 31, 2008, the total aggregate amount under the loans was about $102.1 million -- excluding incurred but unpaid expenses. The first lien credit facility is secured by first liens on and security interest in substantially all of the Debtors' assets while the other facility is secured by second priority liens on and security interest in substantially all of the Debtors' assets. The DIP credit agreement provides as much as $15 million in financing on a final basis. Proceeds of the facility will be used for working capital and other corporate purposes of the Debtors in the ordinary course of its business in accordance with the proposed budget. The credit agreement will mature on the earlier of: a) 180 days after the Debtors' bankruptcy filing otherwise extended by the DIP lenders to a date no later than 270 days after their bankruptcy date; or b) the consummation of an approved plan for any loan party. The DIP facility incurs interest at prime rate plus 9%. The DIP agreement is subject to carve-out to pay (1) statutory fees to the U.S. Trustee; (ii) fees payable to the clerk of the Court; and (iii) accrued and unpaid fees and expenses, in an amount not to exceed $500,000, incurred by professionals retained by the Debtors. The lenders will be granted superpriority administrative claims status to secure the Debtors' DIP Obligations. A full-text copy of the senior secured superpriority debtor in possession credit agreement dated Jan. 2, 2009, is available for free at http://ResearchArchives.com/t/s?376c About Broadstripe LLC Headquartered in Chesterfield, Missouri, Broadstripe LLC -- http://www.broadstripe.com/-- provides videos and telephone services to consumers and business in Maryland, Michigan, Washington and Oregon. The Company and five of its affiliates filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del. Lead Case No. 09-10006). Ashby & Geddes, and Gardere Wynne Sewell LLP represent the Debtors in their restructuring efforts. The Debtors proposed FTI Consulting Inc. as their restructuring consultant, and Epiq Bankruptcy Consultants LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million and $500 million in their petition. BSML INC: March 28 Balance Sheet Upside-Down by $3 Million ---------------------------------------------------------- BSML Inc. disclosed in a filing with the Securities and Exchange Commission its results for quarter ended March 28, 2009. At March 28, 2009, the Company's balance sheet showed total assets of $6.9 million and total liabilities of $9.9 million resulting in a stockholders' deficit of $3.0 million. For 13 weeks ended March 28, 2009, the Company posted net loss of $598,000 compared with net loss of $576,000 for the same period in the previous year. To date, the Company has yet to achieve profitability. The Company had an accumulated deficit of $178,901,000 and working capital deficiency of $6,749,000 as of March 28, 2009. At March 28, 2009, the Company had $25,000 in unrestricted cash and cash equivalents. The Company's principal sources of liquidity historically have been proceeds from issuance of common stock and debt and related financial instruments. The Company is not certain if its cash will be sufficient to maintain operations of the continuing company at least through the next year due to the uncertainty of the Company's ability to generate positive cash flow from the Centers business operations. Additional financing of $2,500,000 to expand the Company's core operations has been completed and revenues from additional spa operations would help the Company to build a positive cash flow. The Company cannot provide assurance that it can become profitable. If it cannot become profitable, and without additional financing, which may be impossible to secure, the Company may not have sufficient liquidity to support its operating requirements through 2009. Accordingly, BSML management relates that these factors raise substantial doubt as to whether the going concern basis of accounting reflected in these financial statements continues to be appropriate. The company's liquidity projections may improve or deteriorate depending on these changing conditions. A full-text copy of the Form 10-Q is available for free at http://ResearchArchives.com/t/s?3ec5 About BSML Inc. Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) -- http://www.britesmile.com/-- markets teeth whitening technology and manages BriteSmile Professional Teeth Whitening Centers. Going Concern Doubt Stonefield Josephson Inc., in Los Angeles, California, expressed substantial doubt about BSML Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 29, 2007. The auditor noted that the Company has yet to achieve profitability. The Company had an accumulated deficit of $177.9 million and working capital deficiency of $5.7 million as of June 28, 2008. The Company's net loss and net cash used by operating activities were $1.3 million and $5.0 million, respectively, for the twenty-six weeks ended June 28, 2008. At June 28, 2008, the company had $243,000 in unrestricted cash and cash equivalents. The Company is not certain if its cash will be sufficient to maintain operations of the continuing company at least through the next year due to the uncertainty of the Company's ability to generate positive cash flow from the Centers business operations. BUTLER SERVICES: Can Access GECC $30-Mil. Loan on Final Basis ------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Butler Services International Inc. and its debtor-affiliates to access $30 million in debtor-in- possession financing from General Electric Capital Corporation, as administrative and collateral agent. The Debtors owe $20,155,000, including $1,970,000 under letters of credit, to first lien lenders, led by GECC. The Debtors also owe $22 million, inclusive of interest, in term loans to second lien lenders, led by Monroe Capital Management Advisors LLC as lender and agent. The Debtors' obligations under the GECC facility are senior to liens on the Debtors' assets securing the Monroe facility. The Debtors, in their request for DIP financing, said they have no unencumbered assets and do not have sufficient cash collateral to pay all postpetition expenses, including payroll obligation to 1,500 employees, thus the financing is necessary to continue operating their business. The Debtors will use the proceeds of the borrowing under the DIP Financing to (i) pay its prepetition debt to First Lien Lenders, (ii) fund ongoing working capital and general corporate needs during the Chapter 11 cases, (iii) pay fees of professionals, (iv) pay other bankruptcy-related costs, and (v) pay fees and expenses owed to GECC. The salient terms of the DIP financing are: Borrowers: Butler Service Group Inc. Guarantors: Butler Services International, Inc., Butler International Inc. and other Affiliates Agent and Bank: General Electric Capital Corporation Commitment: $30 million revolving credit facility Interest: Interest on advances to accrue at a rate per annum equal to: (1) Index Rate plus 7.75%; (2) Libor Rate plus 8%; or (3) Commercial Rate plus 8%, computed on the basis of a 360-day year Security The obligations under the DIP Facility will have priority over any and all administrative expenses, and will be deemed immediately secured by valid, binding, continuing, enforceable, fully perfected and unavoidable first priority senior priming security interests and liens in and on all property and assets of the Debtors. Default Rate: Applicable interest rate plus 2% Commitment Fee: $250,000 payable to Agent About Butler Services Butler Services International Inc. has been in the business of providing outsourcing, project management and technical augmentation services for over 60 years. The Debtors also provide (i) fleet services, primarily to certain key telecommunications services clients, and (ii) ideas, strategies and tactics to executive leaders for building more effective organizations through the publication of Chief Executive Magazine. Its worldwide corporate headquarters are located in Fort Lauderdale, Florida. A non-debtor affiliate maintains an office in Hyderabad, India, from which the Debtors provide offshore service delivery. Butler International Inc. is a publicly owned entity whose common stock is traded on the Pink Sheets. Butler Services, together with publicly traded unit Butler International Inc. and other affiliates, filed for Chapter 11 bankruptcy protection on June 1, 2009 (Bankr. D. Del. Case No. 09-11914). The Debtors have tapped Moses & Singer LLP as bankruptcy attorneys and Bayard, P.A., as co-counsel. The Debtors are also employing RAS Management Advisors, LLC, as chief restructuring advisor, Venturi & Company LLC, as investment banker, J.H. Cohn LLP, as interim accounts, and Donlin Recano & Company Inc. as claims and noticing agent. The Creditors Committee is represented by Potter Anderson & Corroon LLP. CANDIA SAND & GRAVEL: Case Summary & 9 Largest Unsec. Creditors --------------------------------------------------------------- Debtor: Candia Sand & Gravel, LLC 321 Route 27 Raymond, NH 03077 Bankruptcy Case No.: 09-12525 Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. ------ -------- Ann Miles Builders, Inc. 09-12526 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court District of New Hampshire Live Database (Manchester) Debtor's Counsel: Eleanor Wm Dahar, Esq. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 Email: edahar@worldnet.att.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nhb09-12525.pdf The petition was signed by Kevin Cole, manager member of the Company. CANWEST GLOBAL: Will Hold Conference Call on Q3 Results Friday -------------------------------------------------------------- Canwest Global Communications will hold a teleconference call to review its third quarter and first nine months financial results for the 2009 fiscal year on Friday, July 10, 2009, at 10:00 a.m. Eastern Time. Canwest's President and Chief Executive Officer, Leonard Asper will be joined by John Maguire, Chief Financial Officer and other Canwest executives. Formal remarks will be followed by a question and answer session. A news release will also be issued on July 10, 2009. Bondholders of the Limited Partnership are also invited to participate in the teleconference call of Canwest Global Communications Corp., to review third quarter and first nine months financial results for the 2009 fiscal year. Media are reminded they may participate in a listen-only mode. Conference Call-In Number: 416-644-3414 or 800-732-9307 On June 30, Canwest Global said Canwest Media Inc. is continuing discussions with the members of an ad hoc committee of 8% noteholders of CMI regarding a recapitalization transaction. The holders of the new 12% senior secured notes of CMI and Canwest Television Limited Partnership as well as CIT Business Credit Canada Inc., the provider of a senior secured revolving asset- based loan facility to CMI, have agreed to extend to July 17, 2009, the date by which CMI must reach an agreement in principle with members of the Ad Hoc Committee in respect of a recapitalization transaction, as well as certain other milestones that were to be achieved by June 30, 2009. The date by which CMI must enter into a definitive agreement in respect of a recapitalization transaction has been extended to July 31, 2009. CMI and the members of the Ad Hoc Committee have also entered into a further extension agreement and forbearance to July 17, 2009. Also on June 30, Canwest Global said its subsidiary, Canwest Television Limited Partnership has entered into an agreement to sell CHCH-TV in Hamilton and CJNT-TV in Montreal to an affiliated company of television broadcaster Channel Zero Inc. CHCH and CJNT are two of the five conventional television stations that were previously announced to be part of a strategic review of certain Canadian conventional television stations undertaken by the Company. The purchase price was not disclosed. "We believe that this sale, once complete, will represent the best opportunity for these stations, the communities they serve and the employees who work there," Canwest Broadcasting President Peter Viner said. "Despite considering a number of strategic alternatives, we concluded that without new ownership, these stations would have to be closed." The sale is conditional upon, among other things, approval of the Canadian Radio-television and Telecommunications Commission. Channel Zero, an independent Canadian television broadcaster, intends to file applications with the CRTC requesting approval of the transfer of control of the station's licences under terms and conditions similar to those contained in Canwest's current licences, including commitments to air 13.5 hours of local ethnic programming per week at CJNT and 36.5 hours of local programming per week at CHCH. Channel Zero has also agreed to offer employment to all current employees of the stations. The sale is further conditional upon securing a renewal of the CHCH's collective bargaining agreement to provide one year of labor stability for the new owner. The renewal is intended to maintain all current provisions with the exception of certain changes that will impact employees' pensions and benefits. Satisfaction of this condition will require discussions with the Communications, Energy & Paperworkers Union of Canada. In February 2009, Canwest decided to focus its conventional television strategy on its Global Television brand. This decision resulted in a strategic review of CHCH, CJNT, CHCA-TV in Red Deer, CHBC-TV in Kelowna and CHEK-TV in Victoria. The Company continues to consider a sale of the three remaining stations. About Canwest Global Communications Corp. Canwest Global Communications Corp. -- http://www.canwest.com/-- (TSX: CGS and CGS.A,) an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and/or holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey,Indonesia, Singapore, the United Kingdom and the United States. * * * As reported in the Troubled Company Reporter on June 9, 2009, Moody's Investors Service downgraded Canwest Limited Partnership's probability of default rating to Ca/LD and its corporate family to Caa3 on news the company decided to not make payments totalling $10 million due under its senior secured credit facility on May 29, 2009, the end of the company's fiscal quarter. This suggests that CLP has chosen to force the issue with its bank lenders, and is also likely an indication that ongoing negotiations with the bank lenders were not going well, according to Moody's. Given the recent experience of CLP's parent company, Canwest Media Inc., this step was likely unavoidable. Since the payment includes a principal component and there is no cure period, the bank credit facility is now in default. The lenders have not accelerated repayment. The TCR on June 2, 2009, said Standard & Poor's Ratings Services lowered its ratings on Canwest LP, including the corporate credit and senior secured ratings to 'D' (default) from 'CCC' and the rating on the C$75 million senior subordinated credit facility due 2015 to 'D' from 'CC'. S&P also lowered the rating on the company's US$400 million senior subordinated notes due 2015 to 'C' from 'CC'. The recovery ratings on the debt obligations are unchanged. CARL REINHART: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Carl H. Reinhart aka Carl H. Reinhart, Jr. 19312 Fisher Lane Santa Ana, CA 92705 Bankruptcy Case No.: 09-16774 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: R G Pagter, Esq. Pagter and Miller 525 N Cabrillo Pk Dr, Ste 104 Santa Ana, CA 92701 Tel: (714) 541-6072 Fax: (714) 541-6897 Email: gibson@pagterandmiller.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. Reinhart's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-16774.pdf The petition was signed by Mr. Reinhart. CFM U.S.: Court Approves Settlement on Dismissal of Case -------------------------------------------------------- According to Bill Rochelle at Bloomberg News, the settlement that CFM U.S. Corp. reached with Ontario Teachers Pension Plan Board was morphed into an agreement for payment of costs of the Chapter 11 effort so the case can be dismissed in late 2009 without confirming a plan. In April, CFM revised last year's settlement with the OTPPB to carve out some cash for professionals and unsecured creditors. The U.S. Bankruptcy Court of the District of Delaware authorized the dismissal of the case around the end of the year after administrative expense claims are resolved and paid. As reported by the TCR on Feb. 11, 2009, CFM U.S. proposed a liquidating plan. It later opted not to proceed with the plan, and instead mulled on having its estate run by a trustee under Chapter 7. CFM announced in December that a settlement was reached in a lawsuit brought by the creditors' committee against Ontario Teachers Pension Plan Board, the head of a group that took the company private in April 2005. The settlement, according to Mr. Rochelle's report, is to provide the foundation for a liquidating Chapter 11 plan that was scheduled to be filed by the end of January. The settlement and plan would have also provided for wrapping up proceedings begun simultaneously in Canada for protection from creditors in the Ontario Court of Justice under the Companies' Creditors Arrangement Act. CFM, however, said that the plan was blown apart by a $42 million tax claim and a $9.1 million claim by a union pertaining to a pension plan, Mr. Rochelle said. At the behest of the bankruptcy judge, the parties returned to talks and reached the revised settlement submitted to the Bankruptcy Court on April 21. The Company's $20 million in cash is claimed by OTPPB to be collateral for its $300 million secured claim. The new settlement will turn over $3.85 million to pay some of the unsecured claims plus priority claims and fees of professionals. The OTPPB will take the remaining cash. CFM has consummated the sale of substantially all of its assets. According to Bloomberg, CFM was authorized in July to sell most of the assets for $42.5 million after selling other assets in May to two buyers for $4.6 million. It was permitted in August to sell real estate in Huntington, Indiana, for $2 million. Headquartered in Huntington, Indiana, CFM U.S. Corp. -- http://www.majesticproducts.com/-- manufactures two product categories: Hearth and Heating Products and Barbecue and Outdoor Products. The company and its affiliate, CFM Majestic U.S. Holdings, Inc., filed for chapter 11 protection on April 9, 2008 (Bankr. D. Del. Lead Case No. 08-10668). William Pierce Bowden, Esq., at Ashby & Geddes, represents the Debtors. The Debtors selected Administar Services Group LLC as their claims agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Patrick J. Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A., represents the Committee in these cases. As reported in the Troubled Company Reporter on June 18, 2008, the Debtors' summary of schedules showed total assets of $91,316,300 and total debts of $32,7367,890. CHESTER DOWNS: Moody's Assigns 'B3' Corporate Family Rating ----------------------------------------------------------- Moody's assigned a B3 Corporate Family Rating and Probability of Default Rating to Chester Downs and Marina, L.L.C. Moody's also assigned a B3 rating to the company's proposed $230 million first lien term loan. All ratings are subject to receipt and review of final documentation. The rating outlook is stable. Approximately 74% of the term loan proceeds will be used to repay inter-company debt owed to Harrah's Operating Company, Inc., a wholly-owned subsidiary of Harrah's Entertainment, Inc. (Caa3/negative). The remaining proceeds will be used to redeem partnership interests of other partners in Chester. On a pro forma basis, Harrah's Operating Company, Inc. will own approximately 95% of Chester. The ratings consider single property concentration risk, expected further increase in gaming supply in the company's primary market area, and a weak macro-economic environment that is expected to continue to pressure consumers' gaming budgets. Positive ratings consideration is given to the population density and favorable demographics of Chester's primary market area along with the company's moderate leverage. Pro forma debt/EBITDA after management fees and excluding targeted cost savings is about 3.8 times. The ratings also acknowledge that the term loan will be the sole obligation of Chester and will not be subject to cross- default or cross acceleration with liabilities of Harrah's Operating Company, Inc., and Harrah's Entertainment, Inc. The stable rating outlook anticipates that Chester will be able to generate positive free cash flow and maintain debt/EBITDA at or below 4 times despite the negative impact of competitive pressure and challenging economic environment. First time ratings assigned: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3 -- $230 million first lien term loan at B3 (LGD 4, 51%) Chester operates a racetrack casino located in Chester, Pennsylvania, about 15 miles south west of Philadelphia. The Company generates annual net revenue of about $350 million. * * * Standard & Poor's simultaneously assigned ratings to Chester Downs, with a corporate rating of 'CCC+', a notch lower to Moody's 'B3'. CHESTER DOWNS: S&P Assigns 'CCC+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' corporate credit rating to Chester, Pennsylvania-based gaming operator Chester Downs and Marina LLC. The rating outlook is developing. At the same time, S&P assigned Chester Downs and Marina's planned $230 million senior secured term loan maturing in June 2016 S&P's issue-level rating of 'B' (two notches higher than the 'CCC+' corporate credit rating on the company). S&P also assigned the loan a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. (These ratings are based on preliminary terms and conditions.) The company intends to use proceeds from the term loan to refinance existing indebtedness and to fund the purchase of Chester Downs and Marina's partnership interests, which will increase Harrah's Operating Co. Inc.'s ownership in the company to 95% from about 67%. "The 'CCC+' corporate credit rating on Chester Downs and Marina reflects the aggressive financial policy and weak credit quality of Harrah's Entertainment Inc. -- the indirect majority owner and property manager," noted Standard & Poor's credit analyst Ben Bubeck. Pro forma for the proposed transaction, HET's ownership stake, through its wholly owned subsidiary Harrah's Operating Co. Inc., in Chester Downs and Marina will grow to 95% from about 67%. Given this substantial majority controlling position, S&P views the credit quality of Chester Downs and Marina to be linked to the credit quality of HET. S&P is concerned that a bankruptcy at HET could cause a bankruptcy at Chester Downs and Marina, despite its relatively moderate financial burden. S&P believes that HET could determine it to be in its best interest to include Chester Downs and Marina in a broader bankruptcy proceeding, and management could accomplish this by buying out the minority investors for a relatively insignificant sum. While a call right relative to this interest does not currently exist, S&P anticipates such a transaction could occur through negotiation. Still, as a stand-alone entity, despite its limited diversity as an operator of a single gaming property and S&P's expectation for increased competitive pressures over time as the Philadelphia-area gaming market expands, a moderately leveraged capital structure, minimal capital spending needs, and strong market demographics offer credit strength that would otherwise be supportive of a higher rating. In addition, S&P believes the inclusion of this property in Harrah's Total Rewards player network offers some competitive advantages. As a private company, Chester Downs and Marina does not publicly release its financial results. However, the proposed $230 million term loan would result in a moderately leveraged capital structure. Still, despite a business and financial risk profile that would likely support a higher rating, the rating on Chester Downs and Marina is linked to S&P's rating on HET (CCC+/Developing/--), which reflects a highly leveraged financial risk profile and a very aggressive financial policy. * * * Moody's simultaneously assigned ratings to Chester Downs, with a corporate rating of 'B3', a notch higher from S&P's 'CCC+'. CHILI WILLI'S: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Chili Willi's Inc. 1315 4th Ave. Huntington, WV 25701 Bankruptcy Case No.: 09-30526 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Southern District of West Virginia (Huntington) Debtor's Counsel: Mitchell Lee Klein, Esq. Klein & Hall Attorneys, L.C. 3566 Teays Valley Road Hurricane, WV 25526 Tel: (304) 562-7111 Fax: (304) 562-7115 Email: sydney@kleinhall.com Total Assets: $18,000 Total Debts: $1,371,632 A full-text copy of the Debtor's petition, including a list of its 15 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wvsb09-30526.pdf CHINESEWORLDNET.COM: Posts $950,123 Net Loss for 2008 ----------------------------------------------------- ChineseWorldNet.com Inc. disclosed in a filing with the Securities and Exchange Commission its financial results for the year ended December 31, 2008. At December 31, 2008, the Company's balance sheet showed total assets of $2,104,383, total liabilities of $621,072 and stockholders' equity of $1,483,311. For the year ended December 31, 2008, the Company posted net loss of $950,123 compared with net income of $108,354 for the same period in the previous year. As of December 31, 2008, the Company had cash and cash equivalents of $684,232 and short-term investments in the bank of $1,291,726. As of that date, the Company did not have any outstanding debt or line of credit. The Company believes that its current cash, cash equivalents, and cash flow are sufficient to satisfy our cash requirements to further expand its business and other future development in Asia for the next few years. The Company's primary cash requirements relate to its operational expenses. The Company's principal sources of funding consist of advances from related parties in fiscal 2005 and fiscal 2003, and advances from non-related parties in fiscal 2004. Going Concern Doubt On May 29, 2009, Chang Lee LLP in Vancouver, Canada, raised substantial doubt about Chineseworldnet.com Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended December 31, 2007 and 2008. The auditor pointed that the Company has incurred recurring losses from inception and requires additional financing for its intended business operations. A full-text copy of the Form 20-F is available for free at http://ResearchArchives.com/t/s?3eca About Chineseworldnet.com Based in Vancouver, B.C., ChineseWorldNet.com Inc. (OTCBB: CWNOF) -- http://www.chineseworldnet.com/-- a financial Web-based portal that provides financial information and financial management tools to the Chinese community in North America. The company operates chineseworldnet.com, a portal that provides financial news and information on North American blue chip and large cap S&P 500 public companies listed or quoted on the New York Stock Exchange, the American Exchange, NASDAQ, and Toronto Stock Exchange, as well as Shanghai Stock Exchange and Shenzhen Stock Exchange, and Taiwanese companies; markets news by an in-house editorial team, with Hong Kong company; and markets news provided by its partners. It provides conference, organizing services through exhibition booths and presentation sessions; and operates Rong Zhi Tong Online, a platform that offers search functions, news update, events announcement, and knowledge exchange to private and public companies, investment bankers and research analysts, investor relations and stockbrokers, lawyers, and accountants, as well as professionals from exchanges and other sectors. The Company was founded in 2000. CHRYSLER LLC: Financial Announces Restructuring of Operations ------------------------------------------------------------- In light of declining vehicle sales, tight capital markets and the decision to shift Chrysler Group LLC subvented retail business to GMAC, Chrysler Financial announced today it will restructure its business operations to align operating expenses with current revenue expectations. The impact of the realignments will have the effect of reducing the Company's total workforce by about nine percent. Chrysler Financial said that effective June 30, there will be workforce reductions in each of the Company's eight Business Centers and at the Corporate Headquarters in Farmington Hills, Michigan. Through this restructuring, all U.S. retail credit acquisition activities will be consolidated into the Great Lakes Business Center in Auburn Hills, Michigan. In addition, the Company is also announcing the closure of its Kansas City Customer Contact Center in Overland Park, Kansas, effective August 31, 2009. "While these were difficult decisions to make, they are necessary in light of our declining portfolio," said Tom Gilman, Chairman and CEO - Chrysler Financial. "We have made every effort to limit the number of job losses and to ensure the affected employees are treated fairly." As a standalone financial services organization, the Company continues to offer dealership insurance and consumer retail financing products, and to service and collect on its on-going loan portfolio of about $45 billion. Chrysler Financial will continue to evaluate its business operations to ensure operating expense targets are in proper alignment with revenue opportunities. About Chrysler Financial Chrysler Financial offers automotive financial products and services to both dealers and consumers of Chrysler, Jeep(R) and Dodge vehicles in the U.S., Canada, Mexico and Venezuela. In addition, it offers vehicle retail financing to more than 3,000 Chrysler, Jeep and Dodge dealers. Currently, nearly two million drivers in the United States enjoy the benefits of financing with Chrysler Financial. Chrysler Financial has a total workforce of more than 3,900 and supports a global portfolio of nearly $45 billion. For more information, visit: http://www.corp.chryslerfinancial.com 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. 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). Chrysler 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 has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. 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. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. 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: Fitch to Rate Financial Unit's Series 2009-A ---------------------------------------------------------- Fitch Ratings said June 30 it expects to assign these ratings to Chrysler Financial Auto Securitization Trust, Series 2009-A: -- $412,000,000 class A-1 'F1+'; -- $121,200,000 class A-2 'AAA'; Outlook Stable; and -- $730,200,000 class A-3 'AAA'; Outlook Stable. The presale report is available to all investors on Fitch's corporate site http://www.fitchratings.com. For more information about Fitch's comprehensive subscription service FitchResearch, which includes all presale reports, surveillance, and credit reports on more than 20 asset classes, contact product sales at +1-212-908-0800 or at http://www.webmaster@fitchratings.com. Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, http://www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site. 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. 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). Chrysler 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 has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. 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. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. 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: Small-Car Chief Engineer Schell Leaves Post --------------------------------------------------------- Chrysler Group LLC spokesman Rick Deneau said the executive who was to oversee the development of small cars engineered by Fiat S.p.A. is leaving for another, undisclosed company, The Detroit News reported. Andreas Schell leaves Chrysler's engineering management team weeks after his appointment as head of innovation and concept vehicles as part of a restructuring of the automaker. Mr. Schell was also in charge of Chrysler's important electric vehicle program, the report said. Chrysler has not yet had a chance to make contingency plans, according to the report. 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. 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). Chrysler 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 has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. 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. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. 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) CHUCK'S CONSTRUCTION: Case Summ. & 20 Largest Unsec. Creditors -------------------------------------------------------------- Debtor: Chuck's Construction Co., Inc. PO Box 1380 Little River, SC 29566 Bankruptcy Case No.: 09-05005 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Kevin Campbell, Esq. PO Box 684 890 Jonnie Dodds Blvd Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Email: kcampbell@campbell-law-firm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/scb09-05005.pdf The petition was signed by William C. Bellamy, president of the Company. COBBLESTONE ESTATES: BNYM Asks Court to Dismiss Case ---------------------------------------------------- The Bank of New York Mellon asks the U.S. Bankruptcy Court for the Eastern District of New York to dismiss Cobblestone Estates, Inc., pursuant to section 1112(b) of the Bankruptcy Code. In support of its motion for dismissal, The Bank of New York Mellon presents these arguments: a. The Debtor has a single, undeveloped and non-income producting asset, an approximately 7.02 acre tract of land located in Howard Beach, Queens, New York. The only "improvements" on the property are 37 unfinished basements on Phase 1 of the Project, which have been left unattended and unprotected for over a year. b. The Debtor's sole asset is encumbered by three mortgages held by BNYM. These mortgages secure loans that have an aggregate outstanding principal balance in excess of $14,000,000, which far exceeds the value of the property. c. BNYM and the Debtor are involved in active state court litigation. d. The Debtor has few unsecured creditors that hold an insignificant amount of debt. e. The Debtor has failed to pay real estate taxes which as of the petition date were approximately $290,000. f. The Debtor has no operations of any kind and has no income or expenses, other than its obligations to BNYM and to the City of New York and the holders of tax liens sold by the City. g. Upon BNYM's information and belief, the Debtor has no employees. The Court has set a hearing for July 20, 2009, at 1:30 p.m. to consider BNYM'S motion to dismiss the Debtor's Chapter 11 case. Opposition, if any, to the motion must be filed with the Court so that it is received no later than 4:00 p.m. (prevailing Eastern Time) on July 15, 2009. Based in Huntington Station, New York, Cobblestone Estates, Inc. is a real estate developer. The Company filed for chapter 11 relief on February 9, 2009 (Bankr. E.D.N.Y. Case No. 09-70743). Craig D. Robins, Esq., at the Law Office of Craig D. Robins, serves as bankrupty counsel. When the Debtor filed for protection from its creditors, it listed total assets of $15,050,100 and total debts of $15,203,000. CRYOPORT INC: Posts $16.7MM Net Loss in Year Ended March 31 ----------------------------------------------------------- Cryoport Inc. disclosed with Securities and Exchange Commission its financial results for the year ended March 31, 2009. For the year ended March 31, 2009, the Company's net loss increased by $12,141,097 or 266% to $16,705,151 compared with $4,564,054 for the year ended March 31, 2008. As of March 31, 2009, the Company's current liabilities of $4,747,012 exceeded current assets of $1,053,997 by $3,693,015. Total assets decreased to $1,572,556 at March 31, 2009, from $3,460,889 at March 31, 2008, mainly as a result of cash funds used in operating activities and repayment of notes which were offset by proceeds from the May 2008 Debenture and increases in inventories and intangible assets . The Company's total outstanding indebtedness increased to $6,348,460 at March 31, 2009, from $3,461,070 at March 31, 2008, primarily from the issuance of the May 2008 Debenture and subsequent principal increases as the result of debt restructurings well as from increases in accrued interest on notes payable to related parties and accrued salaries, which were partially offset by decreases in accounts payable, notes payable, notes payable to officer and a decrease in accrued warranty costs. A full-text copy of the Form 10-K is available for free at http://ResearchArchives.com/t/s?3ec8 About Cryoport Inc. Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX) -- http://www.cryoport.com/-- develops proprietary, technology- driven shipping and storage products for use in the rapidly growing global biotechnology and biopharmaceutical cold chain. The products developed by CryoPort are essential components of the infrastructure required for the testing, research and end user delivery of temperature-sensitive medicines and biomaterials in an increasingly complex logistical environment. Going Concern Doubt KMJ Corbin & Company LLP raised substantial doubt about CryoPort, Inc.'s ability to continue as a going concern after it audited the company's financial statements for the year ended March 31, 2009, and 2008. The auditor pointed to the company's recurring losses and negative cash flows from operations since inception. DRUG FAIR: Lenders Settle With Creditors Committee -------------------------------------------------- The official committee of unsecured creditors in Drug Fair Group Inc.'s Chapter 11 cases has reached a settlement with the Debtors' lenders. The Creditors Committee has agreed to withdraw its complaint asserting that the Debtors' prepetition lenders did not have valid security interests in leases to stores sold to Walgreen Co. in exchange for distributions under a liquidating plan for Drug Fair. The settlement provides that from the $14.9 million sale proceeds held in escrow, the lenders will receive $12.4 million, $1.26 million will be reserved to pay administrative expenses and $1.24 million will be held for unsecured creditors under a plan. The U.S. Bankruptcy Court for the District of Delaware will consider approval of the settlement at a hearing on July 27. After commencing the Chapter 11 cases, the Debtors began going out of business sales at approximately 24 locations. On April 27, 2009, the Court approved the sale of 31 remaining stores to Walgreen Co. for about $54 million. The Debtors are winding down assets not included in the transactions. Drug Fair has filed a request for a Nov. 18 extension of its exclusive period to file a Chapter 11 liquidating plan. About Drug Fair Group Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc., operates pharmacies and general merchandise stores in northern and central New Jersey. The Company, with stores in central and northern New Jersey, is indirectly owned by Sun Capital Partners Inc., a private-equity investor based in Boca Raton, Florida. Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897). Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, represent the Debtors in their restructuring efforts. Warren J. Martin, Jr., Esq., and Brett S. Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the official committee of unsecured creditors as counsel. Norman L. Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent the creditors committee as Delaware counsel. J.H. Cohn LLP is the creditors committee's financial advisors and forensic accountants. Epiq Bankruptcy Solutions, LLC, is the Debtors' notice and claims agent. The Debtors listed assets of $50 million to $100 million and debts of $100 million to $500 million. EUROFRESH INC: Gets 2 New Offers; Secured Creditors Sweeten Bid --------------------------------------------------------------- Eurofresh Inc.'s bankruptcy counsel, Craig Hansen, said that the Company has received two new offers from a New York-based private investment firm and a competitor of the Company that partnered with an investment firm, David Wichner at Arizona Daily Star reports. According to Arizona Daily, each of the new offers initially included $22.5 million in added cash. The suitors then increased their cash offers to $33 million after negotiations, the report says, citing Mr. Hansen. Mr. Hansen didn't disclose who the new suitors are, the report states. Mr. Hansen said that the investor group -- comprising of Eurofresh's founder and chairperson Johan van den Berg and a group of the Company's secured creditors -- increased the cash part of its offer to $45 million, including $35 million toward paying down the $70 million in bank loans, Arizona Daily relates. Arizona Daily states that Eurofresh said that it had reached an agreement with those investors to reorganize the Company by essentially exchanging $240 million in debt for new stock. According to the report, the group would have infused Eurofresh with $12.5 million in new cash, about $7.5 million of which would go to pay down $70 million in loans that the Company got in 2008 from a group of bank lenders. Citing Mr. Hansen, Arizona Daily relates that Eurofresh, under the agreement with Mr. van den Berg and noteholders, can entertain "higher and better bids," and that the original group has the right to examine competing offers. Eurofresh's lawyers, according to Arizona Daily, said that the Company is in talks with Southwest Gas Corp. -- which claimed that the Company owes about $1.3 million in unpaid bills for natural- gas service -- and other utilities over payment of past utility bills and deposits to assure continued service. A hearing on the utility matters is for July 17, Arizona Daily reports. A hearing on Eurofresh's disclosure statement is tentatively set for July 28, Arizona Daily states. About Eurofresh, Inc. Headquartered in Snowflake, Arizona, Eurofresh, Inc. -- http://www.eurofresh.com/-- produces and sells tomatoes. The Company and Eurofresh Produce Ltd., its affiliate, filed for Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No. 09-07970). Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P. represents the Debtors in their restructuring effort. Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five creditors to serve on the official committee of unsecured creditors in the Debtors' Chapter 11 cases. the Committee retained Stutman, Treister & Glatt P.C. as counsel, and Lewis & Roca L.L.P. as co-counsel. The Eurofresh Inc., in its bankruptcy petition, said it has assets worth $50 million to $100 million and debts of $100 million to $500 million. FLEETWOOD ENTERPRISES: Wants to Sell Garrett Plant for $1.75MM -------------------------------------------------------------- Fleetwood Enterprises Inc. asks the U.S. Bankruptcy Court for the Central District of California authority to sell its manufactured housing plant in Garrett, Indiana, for at least $1.75 million, BankruptcyData.com reports. Adventure Homes LLC is under contract to buy the plan for $1.75 million, absent higher and better offers. BankruptcyData.com says that competing bids must be at least $102,500 more than the Adventure Homes bid and if Adventure Homes is not the high bidder, Fleetwood will pay it a $52,500 break-up fee, which includes expense reimbursement. The deadline for bids is August 10, 2009, a hearing on the bid procedures is scheduled for July 8, 2009, and the sale hearing is scheduled for August 12, 2009, the report relates. Founded in 1950, Fleetwood Enterprises, Inc., and its various subsidiaries produce, distribute, and service recreational vehicles and manufactured housing. Fleetwood continues to employ approximately 2,100 people in 14 plants located in 10 states. Fleetwood's products are primarily marketed through extensive dealer networks throughout the United States and Canada. The Company is headquartered in Riverside, Calif. 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 also tapped Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant, and Greenhill & Co. LLC as financial advisor. FOAMEX INT'L: Wayzata Secures $1 Million Reimbursement ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware in Wilmington has directed Foamex International Inc. to reimburse Wayzata Investment Partners LLC as much as $1 million, Bloomberg News' Bill Rochelle reported. As reported by the TCR on June 25, 2009, Wayzata dropped its appeal from an order approving the sale of Foamex International Inc. to MatlinPatterson Global Advisers LLC and Black Diamond Capital Management LLC but Wayzata wanted reimbursement of $1 million in expenses in connection with its efforts to purchase the Company. The U.S. Trustee opposed the request, saying the official court-authorized auction rules forbade paying anyone a breakup fee or expense reimbursement. MaitlinPatterson and Black Diamond won the bidding for Foamex with a $155 million offer, along with the assumption of some liabilities. Wayzata won the first auction for the assets. However, the auction was reopened, and MatlinPatterson and Black Diamond emerged as the winning bidder. Foamex is seeking an August 18 extension of its exclusive period to propose a Chapter 11 plan. The Court will consider approval of the Debtors' first request for an extension on July 16. Foamex International Inc. -- http://www.foamex.com/-- headquartered in Media, Pennsylvania, produces polyurethane foam- based solutions and specialty comfort products. The Company services the bedding, furniture, carpet cushion and automotive markets and also manufactures high-performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. Foamex and eight affiliates first filed for Chapter 11 protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693). On February 2, 2007, the U.S. Bankruptcy Court for the District of Delaware confirmed the Debtors' reorganization plan. The Plan became effective and the Company emerged from Chapter 11 bankruptcy on February 12, 2007. Foamex missed $7.3 million in interest payments due at the end of the January 21 grace periods on the Company's $325 million first- lien term loan and the $47 million second-lien term loan. On February 18, 2009, Foamex International Inc. and seven affiliates filed separate voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 09-10560). The Hon. Kevin J. Carey presides over the cases. Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq., and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New York, represent the Debtors as counsel. Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington, Delaware, represent the Debtors as Delaware counsel. Investment banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP; and claims and noticing agent is Epiq Bankruptcy Solutions LLC. Sharon L. Levine, Esq., at Lowenstein Sandler, is counsel to the Official Committee of Unsecured Creditors. David M. Fournier, Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport, Esq., at Pepper Hamilton LLP, is the Committee's Delaware counsel. As of September 28, 2008, the Debtors had $363,821,000 in assets, and $379,710,000 in debts. FORD MOTOR: Needs More Equity to Stay Ahead, Breakingviews Says --------------------------------------------------------------- Ford Motor Co. needs to raise more equity to help it stay ahead, as General Motors Corp. and Chrysler LLC are quickly emerging from bankruptcy, The New York Time blog, DealBook, reports, citing Breakingviews. Breakingviews said that Ford needs to sell more stock, DealBook states. Analysts said that up to $7 billion would be needed, DealBook relates. According to DealBook, Breakingviews said that GM and Chrysler are emerging from Chapter 11 protection with light debt loads. Citing JPMorgan, DealBook relates that GM will have debt at 1.5 times cash flow, or even less after accounting for the cash on its books. DealBook states that Ford has about $26 billion of debt. Ford, says DealBook, will soon have $6 billion more in loans from the Department of Energy to develop fuel-efficient cars. According to the blog, Breakingviews said that Ford's debts may reach $40 billion in 2009, which JPMorgan said is almost four times earnings before interest, tax, depreciation and amortization. The blog, citing Breakingviews, states that the liabilities could limit Ford's flexibility and its investment in research and development compared with its cleaned-up peers. Breakingviews said that about $10.5 billion in bank loans are due for repayment in over two years, the blog says. Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 20 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. FORTUNOFF HOLDINGS: Court OKs $2-Mil. Sale of Marks to Source IP ---------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Fortunoff Holdings LLC to sell substantially all of its remaining assets, including its domain names, customer database and trademark portfolio, to Source IP Holdco LLP for nearly $2 million, according to Law360. New York-based Fortunoff Fine Jewelry and Silverware LLC -- http://www.fortunoff.com/-- started out as a family-owned business founded by Max and Clara Fortunoff in 1922, until it merged with M. Fortunoff of Westbury, L.L.C., and Source Financing Corporation in 2004. Fortunoff offers customers fine jewelry and watches, antique jewelry and silver, everything for the table, fine gifts, home furnishings including bedroom and bath, fireplace furnishings, housewares, and seasonal shops including outdoor furniture shop in summer and enchanting Christmas Store in the winter. Fortunoff and its two affiliates filed for chapter 11 petition on February 4, 2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08- 10355) to effectuate a sale to NRDC Equity Partners LLC -- http://www.nrdcequity.com/-- a private equity firm that bought Lord & Taylor from Federated Department Stores. In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total assets and $136,626,948 total liabilities; Source Financing Corp. listed $154,680,100 total assets and $176,961,631 total liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955 total assets and $119,985,788 total liabilities. Fortunoff sold substantially all of their assets, including their "Fortunoff" and "The Source" trademarks, on March 7, 2008, to NRDC Equity Partners LLC's H Acquisition LLC, now known as Fortunoff Holdings LLC. One year later, Fortunoff Holdings and its affiliate, Fortunoff Card Company LLC, filed for Chapter 11 protection on Feb. 5, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10497). Lee Stein Attanasio, Esq., at Sidley Austin LLP, represents the Debtors in their restructuring efforts. The Debtors proposed Zolfo Cooper LLC as their special financial advisor and The Garden City Group Inc. as their claims agent. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million to $500 million each. FRONTIER WORLD GROUP: Case Summ. & 20 Largest Unsec. Creditors -------------------------------------------------------------- Debtor: Frontier World Group Inc. dba Any Glass 2130 Peachtree Parkway Cumming, GA 30041 Bankruptcy Case No.: 09-22783 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- REES 436, LLC 09-22786 Trinity II, LLC 09-22787 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Stephen H. Block, Esq. Levine, Block & Strickland, LLP 2270 Resurgens Plaza 945 East Paces Ferry Road Atlanta, GA 30326 Tel: (404) 231-4567 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/ganb09-22783.pdf The petition was signed by Hae Sung Lee, vice president of the Company. G-I HOLDINGS: Chapter 11 Plan Channels Asbestos Claims to Trust --------------------------------------------------------------- G-I Holdings Inc. and ACI Inc. delivered the Hon. Rosemary Gambardella of the U.S. Bankruptcy Court on behalf of G-I Holdings Inc. a third amended joint Chapter 11 plan of reorganization. The Plan, as amended, provides for the issuance of a channeling injunction under Section 524(g) of the Bankruptcy Code that permanently enjoins all person holding asbestos claims and future asbestos related demands from pursuing a remedy against the Company and other protected parties, and channels such claims and demands to the asbestos trust for resolution and payment. The plan classifies interests in and liens against the Debtors in 12 groups. A full-text copy of the third amended joint Chapter 11 plan of reorganization is available for free at: http://ResearchArchives.com/t/s?3ec4 Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding company that indirectly owns Building Materials Corporation of America, a manufacturer of premium residential and commercial roofing products. The Company filed for Chapter 11 protection on January 5, 2001 (Bankr. D. N.J. Case No. 01-30135). An affiliate, ACI, Inc., filed its own voluntary Chapter 11 petition on August 3, 2001. The cases were consolidated on October 10, 2001. Martin J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q. Karcher, Esq., at Dewey & Leboeuf LLP, represent the Debtors as counsel. Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at Riker, Danzig, Scherer, Hyland, represent the Debtors as co- counsel. Lowenstein Sandler PC represents the Official Committee of Unsecured Creditors. Judson Hamlin was appointed by the Court as the Legal Representative for Present and Future Holders of Asbestos Related Demands. Keating, Muething & Klekamp, P.L.L., is the principal counsel to the Legal Representative of Present and Future Asbestos-Related Demands. GARRY DURALL: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Garry L. Durall 56636 Buddy Talley Road Bogalusa, LA 70427 Arlene F. Schwegmann 417 Virgil Street Gretna, LA 70053 Bankruptcy Case No.: 09-12026 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Ronie D. Durall 09-12027 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Elizabeth W. Magner Debtors' Counsel: Paul Douglas Stewart Jr., Esq. Stewart Robbins LLC P.O. Box 66498 Baton Rouge, LA 70896-6498 Tel: (225) 343-7288 Fax: (225) 709-9467 Email: dstewart@stewartrobbins.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/laeb09-12026.pdf The petition was signed by the Joint Debtors. GENERAL MOTORS: Court Denies Official Bondholders' Committee ------------------------------------------------------------ General Motors Corporation, its Official Committee of Unsecured Creditors and Diana G. Adams, United States Trustee for Region 2, asked the U.S. Bankruptcy Court for the Southern District of New York to deny an ad hoc committee of family and dissident GM bondholders' request for the appointment of an official bondholders' committee. The Debtors assert that the Creditors' Committee adequately represents all unsecured creditors including the bondholders. The Debtors complain that there is no credible proof or evidence that the interest of F&D Bondholders are not and cannot be adequately represented by the Official Committee. The request of the F&D Bondholders is aimed simply to attain statutory sanction to cause the Debtors to pay their fees and expenses in connection with the Chapter 11 cases, the Debtors tell the Court. The U.S. Trustee asserts that the F&D Bondholders failed to demonstrate that the appointment of an official family and dissident bondholder committee is necessary to adequately represent the unsecured bondholders' interests. For one, the U.S. Trustee points out that the F&D Bondholders have not alleged that the Creditors' Committee has not been able to function effectively. The U.S. Trustee also notes that the Creditors' Committee's broad spectrum of types of unsecured creditors, which include two bondholders, has not created a deadlock, or an impediment to the effective functioning of the Committee. The U.S. Trustee also discloses that the F&D Bondholders have not complied with the disclosure requirements of Rule 2019 of the Federal Rules of Bankruptcy Procedure. More importantly, the U.S. Trustee stresses that the cost of a separate committee will be an additional burden upon the Debtors' estates and is not justified under the present circumstances. The Creditors' Committee asserts that the contention of the F&D Bondholders that their constituency of creditors is different from the institutional bondholders that are in the Creditors' Committee does not establish the lack of adequate representation required by Section 1102(a)(2) of the Bankruptcy Code. The Creditors' Committee maintains that even without the appointment of an F&D official committee, the F&D Bondholders can continue to monitor and participate in the Debtors' Chapter 11 cases. The Creditors' Committee emphasizes that the delay and confusion brought by an appointment of a separate committee could threaten the sale and ultimately impair the Debtors' going concern value. * * * The U.S. Trustee and the Debtors filed separate proposed orders denying approval of the Ad Hoc Committee's request for appointment. Judge Gerber, during the June 25, 2009, hearing, denied the Ad Hoc Committee's request holding, among others, that the 15-member Creditors' Committee adequately represents all stakeholders of the bankruptcy cases, including the bondholders. Judge Gerber noted that the Creditors' Committee includes Wilmington Trust Company and Law Debenture Trust Company of New York, as indenture trustees representing bondholders holding more than $27 billion of bond debt. Judge Gerber stated that the Ad Hoc Committee is free to appear and be heard in the Debtors' bankruptcy case without being formally appointed as an official committee. "There's been no showing the Creditors' Committee can't function," Judge Gerber said during the hearing, noting it was common for individual creditors to disagree with the actions of the committees that represent them, Bloomberg News related. GENERAL MOTORS: Settlement With Travelers Reached on Bond Payment ----------------------------------------------------------------- The Debtors and Travelers Casualty and Surety Company of America sought and obtained the Court's approval of a stipulation modifying the automatic stay solely to allow Travelers to apply the funds in pledged account to pay the pending bond claims submitted by the States of Georgia, New Jersey and Oklahoma. The Debtors relate that as of the Petition Date, they had $197,290,558 with accrued interest of $245,430 in pledged accounts at SmithBarney. Travelers provides prepetition surety bond program to the Debtors. The Debtors clarify that nothing in the Stipulation constitute an assumption of any executory contract pursuant to Section 365 of the Bankruptcy Code. Prior to Judge Gerber's order, the Debtors had submitted with the Court a certification of no objection as to the Stipulation. 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 US$6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of US$3.3 billion in the year-ago quarter. As of March 31, 2009, GM had US$82.2 billion in total assets and US$US$172.8 billion in total liabilities, resulting in US$90.5 billion in stockholders' deficit. 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 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Court Declines to Appoint Retirees Committee ------------------------------------------------------------ Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern District of New York has denied, without prejudice, a request for an appointment of an official committee of retirees in General Motors Corp.'s Chapter 11 cases. The General Motors Retirees Association -- the organization representing the interest of the Debtors' more than 122,000 salaried retirees, their spouses and survivors -- asked the Bankruptcy Court to direct the appointment of an official committee, pursuant to Section 1114(d) of the Bankruptcy Code, to represent the retirees, their spouses, and survivors in regard to their benefits. On behalf of General Motors Corp. Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York, argued that the Debtors have not sought to modify or avoid paying the salaried retiree benefits under the Salaried Other Post-Employment Benefit Plans. Thus, he asserted, the appointment of a Retirees Committee at this juncture is inappropriate and would be an unnecessary expense imposed on the Debtors and their economic stakeholders. In a supplemental objection, the Debtors maintain that in the exercise of their contractual right, they have unilaterally amended and changed the salaried OPEB plains in the regular course of the business since the decision in Sprague vs. General Motors Corp. Mr. Miller asserts that the Debtors' salaried retirees do not possess vested benefits under the plans. The Sprague decision and the subsequent uncontested conduct of GM in amending and modifying the Salaried OPEB Plans establish clearly and unambiguously that GM reserved and retained the right to amend, modify or terminate Salaried OPEB Plans, he emphasizes. Other than the statements made in the GMRA Motion, Mr. Miller points out that over the past decade, not a single salaried retiree filed an action against GM to challenge those changes and cost increases as a violation of the Employee Retirement Income Security Act or an unlawful amendment of purported vested benefits. Accordingly, the salaried retirees are collaterally estopped and have waived any right to challenge GM's contractual right to amend or terminate the Salaried OPEB Plans. The exhibits attached to the declaration of GMRA's counsel, Neil A. Gotenier, Esq., as part of the GMRA reply are excerpts of plan summaries, etc., all of which antedate the Sprague decision, Mr. Miller notes. The reply exhibits do not in any way diminish or dilute the decision in Sprague, he asserts. 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 US$6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of US$3.3 billion in the year-ago quarter. As of March 31, 2009, GM had US$82.2 billion in total assets and US$US$172.8 billion in total liabilities, resulting in US$90.5 billion in stockholders' deficit. 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 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENOIL INC: Net Loss Lowers to $7.7MM in Year ended December 31 --------------------------------------------------------------- Genoil Inc. disclosed in a filing with the Securities and Exchange Commission its financial results for the year ended December 31, 2008. The Company's selected consolidated financial information showed total assets of C$4,933,724. For the year ended December 31, 2008, the Company posted net loss of C$7,767,173 compared with net loss C$11,342,560 for the same period in the previous year. Going Concern Doubt To date, Genoil has not attained commercially viable operations from its various patents and technology rights. Genoil's future is dependent upon its ability to obtain adequate additional financing to fund the development of commercial operations from its various patents and technology rights. The consolidated financial statements are prepared on the basis that Genoil will continue to operate throughout the next fiscal period to December 31, 2009, as a going concern. A failure to continue as a going concern would require that stated amounts of assets and liabilities be reflected on a liquidation basis, which would differ from the going concern basis. A full-text copy of the FORM 20-F is available for free at http://ResearchArchives.com/t/s?3ecb About Genoil Inc. Headquartered in Alberta, Canada, Genoil Inc. (OTC BB: GNOLF.OB) (CDNX: GNO.V) -- http://www.genoil.net/-- is an international engineering technology development company. The Company specializes in heavy oil upgrading, process system optimization, development, engineering, design and equipment supply, installation, start up and commissioning of services to specific oil production, refining and related markets. Genoil has designed and developed the Genoil Hydroconversion Upgrader, an improved hydrogenation process that upgrades and increases the yields from high sulphur, acidic, heavy crude oils and heavy refinery feed stocks, bitumen and refinery residues into light, clean transportation fuels; and the Crystal Sea separator, a bilge water treatment system which has met the guidelines and standards of the United States Coast Guard and the International Maritime Organization's MEPC Resolution 107 (49) MEP for pollution prevention equipment for ship bilges. HARZO INC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Harzo, Inc. 6900 State Highway 180 Gulf Shores, AL 36542 Bankruptcy Case No.: 09-13054 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Debtor's Counsel: Allyson C. Pearce, Esq. P.O. Box 609 Foley, AL 36536-0609 Tel: (251) 971-2676 Email: bkrdocs@pearcelawfirm.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by John Harper, president of the Company. HEGAR LOGISTICS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Hegar Logistics, SA de CV, A Mexican Corporation 5226 Commercial Drive Brownsville, TX 78520 Bankruptcy Case No.: 09-10376 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Southern District of Texas (Brownsville) Debtor's Counsel: Christopher Lee Phillippe, Esq. Phillippe Law Firm PC 1906 E Tyler, Ste F-2 Harlingen, TX 78550 Tel: (956) 440-0061 Fax: (956) 440-0884 Email: clphillippe@cameroncountylawyer.com Total Assets: $4,280,000 Total Debts: $3,131,771 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Heriberto Garza Solis, president of the Company. HENRY DUNAY: Up for Sale; Neiman Marcus a Factor in Collapse ------------------------------------------------------------ Rob Bates at JCK Online reports that Henry Dunay Designs, Inc., said that it "believes that the protections afforded by Chapter 11 will enable it to solicit offers for the sales of the business as a going concern or to obtain an equity investment in the company which will enable the Debtor to effectively reorganize and restructure the business." JCK Online relates that Henry Dunay's Chapter 11 filing was precipitated by: -- the economic downturn; -- the decision of the Neiman Marcus Group to take setoffs and not remit $3 million in funds owed for goods; and -- bank termination of credit lines to fund ongoing operations. Court documents say that the majority of Henry Dunay's assets are held "on consignment with Neiman Marcus Group" as well as with Capital One Bank. According to JCK Online, Henry Dunay's top trade creditors are: -- Elian Gem, owed about $382,246; -- Jaguar Jewelry Castings, owed about $343,769; -- Pac Team, owed about $126, 665 (disputed); -- Schweizer Mustermesse, owed about $103,566 (disputed); -- Royal Diamond Cutters, owed about $74,144; -- Fancy Creations, owed about $72,483; -- Luxury by JCK, owed about $65,900; and -- Wild & Petcsch Lapidaries, owed about $60,324. Henry Dunay Designs, Inc., is based in New York. The Company filed for Chapter 11 bankruptcy protection on June 22, 2009 (Bankr. S.D. N.Y. Case No. 09-13969). Jay L. Silverberg, Esq., at Sills Cummis & Gross assisted the Company in its restructuring efforts. The Company listed $1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000 in debts. HERBST GAMING: Court Sets July 27 Disclosure Statement Hearing -------------------------------------------------------------- The hearing to approve the amended disclosure statement to accompany Herbst Gaming, Inc., et al.'s joint plan of reorganization, dated as of June 15, 2009, will be held on July 27, 2009, at 10:00 a.m. (PDT). The Debtors and the official committee of unsecured creditors have also stipulated and agreed to extend the deadline for filing a response to the motion seeking approval of the disclosure statement to July 15, 2009, for the Committee and each member of the Committee, and to extend the deadline for filing a reply to any response filed by the Committee or any member of the Committee to the disclosure statement motion to July 22, 2009. A full-text copy of the Debtor's proposed amended disclosure statement is available at: http://bankrupt.com/misc/herbst.amendedDS.pdf As reported in the Troubled Company Reporter on June 18, 2009, Herbst Gaming and its affiliates delivered to the U.S. Bankruptcy Court for the District of Nevada their Plan of Reorganization and accompanying Disclosure Statement. NetDockets reported that pursuant to the Plan documents, the enterprise value of Herbst's assets, which are primarily a casino business and a slot route business, has been determined to be between $469 million and $557 million. As of the Petition Date, Herbst's obligations under its senior secured credit facility totalled $876.5 million. Under the proposed Plan of Reorganization, Herbst's senior secured creditors would receive 100% of the equity in the reorganized Herbst Gaming and the senior secured credit facility would be restructured with the reorganized company being obligated for $350 million in debt. According to NetDockets, because Herbst's senior secured creditors (the lenders under the credit facility) will not be recovering the full value of their claims (according to the Debtors), holders of Herbst's senior subordinated notes (whose claims are contractually subordinated to the credit facility claims) will not receive any recovery on account of their claims. Existing equity holders would also have their interests expunged without receiving any recovery. However, holders of allowed general unsecured claims would be paid in full under the proposed Plan and all contracts relating to Herbst's slot route business would be assumed (thereby requiring cure of pre-bankruptcy payment defaults). Headquartered in Reno, Nevada, Herbst Gaming Inc. -- http://www.herbstgaming.com/-- is an established casino and slot route operator that operates casinos located in Nevada, Missouri and Iowa. The Debtors own and operate approximately 6,800 slot machines in its slot route business and is a slot machine operator in Nevada. The Company and 17 of its affiliates filed for Chapter 11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09- 50752). Thomas H. Fell, Esq., at Gordon Silver, represents the Debtors in their restructuring efforts. Herbst Gaming had $919.1 million in total assets; and $33.5 million in total liabilities not subject to compromise and $1.24 billion in liabilities subject to compromise, resulting in $361.0 million in stockholders' deficiency as of March 31, 2009. HERBST GAMING: Committee Needs More Time to Probe Banks ------------------------------------------------------- According to Bill Rochelle at Bloomberg News, the official committee of unsecured creditors appointed in Herbst Gaming Inc.'s Chapter 11 case is complaining that the Debtor has failed to cooperate in its probe as to the validity of liens granted to lenders who financed acquisitions by Herbst prepetition. The Committee is probing whether any of the banks' liens can be set aside on the theory that operating subsidiaries participated in a fraudulent transfer when they granted security interests in their properties. Due to the delays in obtaining adequate information, the Committee wants its deadline to seek authority to pursue claims against the lenders extended to August 31. Headquartered in Reno, Nevada, Herbst Gaming Inc. -- http://www.herbstgaming.com/-- is an established casino and slot route operator, with casinos located in Nevada, Missouri and Iowa. Herbst owns and operates 6,800 slot machines in its slot route business and is a slot machine operator in Nevada. The Company and 17 of its affiliates filed for Chapter 11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-50752). Thomas H. Fell, Esq., Gordon Silver, represents the Debtors in their restructuring efforts. Herbst Gaming had $919.1 million in total assets; and $33.5 million in total liabilities not subject to compromise and $1.24 billion in liabilities subject to compromise, resulting in $361.0 million in stockholders' deficiency as of March 31, 2009. HERMANOS PEREZ: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hermanos Torres Perez, Inc. Street No 1 Km 116.2 Bo. Capitanejo Sector Aruz Juana Diaz, PR 00795 Bankruptcy Case No.: 09-05585 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Debtor's Counsel: Carmen D. Conde Torres, Esq. 254 San Jose Street, 5th Floor San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 Email: notices@condelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 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/prb09-05585.pdf The petition was signed by Maria De Los Angeles Torres Perez, general manager of the Company. INTERNATIONAL METALS: Case Summary & 7 Largest Unsec. Creditors --------------------------------------------------------------- Debtor: International Metals & Chemicals Group A Pennsylvania Limited Partnership 165 Township Line Road, Suite 1200 Jenkintown, PA 19046 Bankruptcy Case No.: 09-14981 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Debtor's Counsel: Steven D. Usdin, Esq. Cohen Seglias Pallas Greenhall & Furman, PC United Plaza, 30 South 17th Street, 19th Flr. Philadelphia, PA 19103 Tel: (215) 564-1700 Fax: (267) 238-4408 Email: susdin@cohenseglias.com Estimated Assets: $0 to $50,000 Estimated Debts: $0 to $50,000 A list of the Company's 7 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb09-14981.pdf The petition was signed by Peter Schorsch. IRON MOUNTAIN: Moody's Gives Positive Outlook, Keeps B1 Rating -------------------------------------------------------------- Moody's Investors Service changed the outlook of Iron Mountain Incorporated to positive from stable and affirmed the B1 Corporate Family Rating. Ratings on outstanding debt instruments were also affirmed. The change in outlook recognizes continued resilience in operating performance in the face of weak economic conditions and further demonstration that the primary focus of the company has shifted from growth through acquisitions, to a focus on internal growth and operational efficiencies. Moody's does expect that selective acquisition activity in emerging markets and digital records management will continue. Moody's also upgraded Iron Mountain's liquidity rating to SGL-1 from SGL-2, reflecting improved, sustainable, cash flow generation and revolver availability. The Corporate Family Rating of B1 is supported by the company's prominent position as a global leader in information storage and data protection, including its strategic expansion in the digital market in recent years. The ratings benefit from the company's historical revenue stability, geographical diversification and low customer concentration. The ratings continue to be constrained by high financial leverage, the significant amount of goodwill and intangibles in relation to total assets and the relatively low level of free cash flow (defined as cash from operations less capital expenditures less dividends) relative to debt. Although improved, interest coverage with adjusted EBITDA less capital expenditures to interest expense of 1.6 times remains weak for the B1 rating category. The ratings also reflect a capital intensive business with most revenues deriving from paper document storage and related services which require significant customized physical space. Moody's took these rating actions: -- Upgraded the Speculative Grade Liquidity to SGL-1 from SGL-2; -- Affirmed the Corporate Family Rating of B1; -- Affirmed the Probability of Default Rating of B1; -- Affirmed the Ba1 (LGD2, 13%) rating on $765 million global revolving credit facility due 2012; -- Affirmed the Ba1 (LGD2, 13%) rating on $410 million IMI term loan facility due 2014; -- Affirmed the B2 (LGD4, 69%) rating on $300 million 8.25% senior subordinated notes due 2011; -- Affirmed the B2 (LGD4, 69%) rating on C$175 million 7.5% senior subordinated notes due 2017; -- Affirmed the B2 (LGD4, 69%) rating on EUR 225 million 6.75% Euro senior subordinated notes due 2018; -- Affirmed the B2 (LGD4, 69%) rating on $200 million 8.75% senior subordinated notes due 2018; -- Affirmed the B2 (LGD4, 69%) rating on $448 million 8.625% senior subordinated notes due 2013; -- Affirmed the B2 (LGD4, 69%) rating on GBP150 million 7.25% senior subordinated notes due 2014; -- Affirmed the B2 (LGD4, 69%) rating on $438 million 7.75% senior subordinated notes due 2015; and -- Affirmed the B2 (LGD4, 69%) rating on $316 million 6.625% senior subordinated notes due 2016. The outlook for the ratings was changed to positive from stable. The last rating action on Iron Mountain was taken on June 2, 2008, when the company's ratings were affirmed. Headquartered in Boston, Massachusetts, Iron Mountain Incorporated is an international provider of information storage and protection related services. The company offers comprehensive records management and data protection solutions, along with the expertise to address complex information challenges such as rising storage costs, litigation, regulatory compliance and disaster recovery. Founded in 1951, Iron Mountain has more than 120,000 corporate clients throughout North America, Europe, Latin America, and Asia Pacific. Revenue for fiscal 2008 was approximately $3.1 billion. JAMES HAROLD HARDYMAN: Case Summ. & 19 Largest Unsec. Creditors --------------------------------------------------------------- Debtor: James Harold Hardyman, Jr. aka Jim Hardyman aka Jimmy Hardyman dba Hardyman Real Estate Investment dba Jim Hardyman Enterprises 1884 Brandon Dr. SW Los Lunas, NM 87031 Bankruptcy Case No.: 09-12940 Chapter 11 Petition Date: July 7, 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 George M. Moore, Esq. Moore, Berkson & Gandarilla, P.C. PO Box 7459 Albuquerque, NM 87194 Tel: (505) 242-1218 Fax: (505) 242-2836 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 19 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nmb09-12940.pdf The petition was signed by James Harold Hardyman, Jr. JOURNAL REGISTER: Court Approves Changes to Labor Contracts ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has granted Journal Register Company, et al., (a) authorization to enter into amendments to certain collective bargaining agreements; (b) approval of agreements concerning participation in the CWA/ITU Negotiated Pension Plan, and (c) authorization to reject certain pension plan participation agreements. A full-text copy of the Court's order is available for free at: http://bankrupt.com/misc/journalregister.cbaamendmentsorder.pdf A full-text copy of the Debtors' motion is available for free at: http://bankrupt.com/misc/journalregister.CBAamendments.pdf About Journal Register Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS: JRCO) -- http://www.JournalRegister.com/-- owns 20 daily newspapers, more than 180 non-daily publications and operates over 200 individual Web sites that are affiliated with the Company's daily newspapers, non-daily publications and its network of employment Web sites. All of the Company's operations are strategically clustered in six geographic areas: Greater Philadelphia; Michigan; Connecticut; Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New York. The Company also owns JobsInTheUS, a network of 20 employment Web sites. The Company, along with its affiliates, filed for Chapter 11 bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case No. 09-10769). Marc Abrams, Esq., Rachel C. Strickland, Esq., Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors as counsel. William M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow- Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the official committee of unsecured creditors as counsel. Conway, Del Genio, Gries & Co., LLC, provides restructuring management services to the Debtors. Robert P. Conway is the Company's chief restructuring officer. The Company listed $100 million to $500 million in total assets and $500 million to $1 billion in total debts. JOURNAL REGISTER: Bankruptcy Court Confirms 'Gift Plan' ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York confirmed on July 7, 2009, the amended joint plan of reorganization for Journal Register Company and its affiliated debtors, pursuant to the Section 1129 of the Bankruptcy Code. The Plan exchanges the Debtors' current obligations (allowed in the aggregate amount of $692.3 million) for new term loans and all of the new stock in Reorganized JRC. Existing stock would be cancelled. The disclosure statement says the Plan represents a 42% recovery for the lenders. Other secured creditors will receive cash, their collateral or retain their liens, as applicable, in satisfaction of their claims. Unsecured creditors will receive their pro rata share of the unsecured claim distribution on account of their allowed claims. The Plan offers unsecured creditors with some $27.1 million in claims a recovery of 9.2% of their claims. However, trade suppliers, which have unsecured claims totaling $5.4 million, will receive payment for the balance of their claims from secured lenders, raising their total return to 100%. The Teamsters union has argued against confirmation, asserting that the Plan is not confirmable as it unfairly treats similarly situated unsecured creditors. The Plan provides for full payment to trade suppliers, but other unsecured creditors, including the pension fund, are to recover just 9.2%. JRC countered that the extra payments for trade supplier is a "gift" from secured lenders who are giving up part of what they otherwise are entitled to receive. JRC noted that since the payment doesn't come from the Debtors' assets, it does not violate bankruptcy law. A full-text copy of the Debtors' amended joint Chapter 11 plan or reorganization, dated June 23, 2009, is available for free at: http://bankrupt.com/misc/journalregister.amendedplan.pdf About Journal Register Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS: JRCO) -- http://www.JournalRegister.com/-- owns 20 daily newspapers, more than 180 non-daily publications and operates over 200 individual Web sites that are affiliated with the Company's daily newspapers, non-daily publications and its network of employment Web sites. All of the Company's operations are strategically clustered in six geographic areas: Greater Philadelphia; Michigan; Connecticut; Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New York. The Company also owns JobsInTheUS, a network of 20 employment Web sites. The Company, along with its affiliates, filed for Chapter 11 bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case No. 09-10769). Marc Abrams, Esq., Rachel C. Strickland, Esq., Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors as counsel. William M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow- Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the official committee of unsecured creditors as counsel. Conway, Del Genio, Gries & Co., LLC, provides restructuring management services to the Debtors. Robert P. Conway is the Company's chief restructuring officer. The Company listed $100 million to $500 million in total assets and $500 million to $1 billion in total debts. LANDQUEST LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Landquest, LLC aka Riverview RV Park 10516 FM 1431 East Marble Falls, TX 78654 Case No.: 09-11907 Type of Business: The Debtor operates a real estate business. Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Western District of Texas (Austin) Debtor's Counsel: Frank B. Lyon, Esq. 6836 Austin Center Blvd., Suite 150 Austin, TX 78731 Tel: (512) 345-8964 Fax: (512) 345-4393 Email: frank@franklyon.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Wayne Ausmus, the company's manager. LANDSOURCE COMMUNITIES: Court Adjourns Plan Hearing to July 20 -------------------------------------------------------------- Barclays Bank PLC, as plan proponent and administrative agent under LandSource Communities Development LLC and its affiliates' First Lien Credit Agreement, sought and obtained the Court's permission to file a "Resolicitation Motion" on an expedited basis to ensure that the confirmation process of the Second Amended Plan of Reorganization for LandSource Communities Development LLC and its debtor affiliates may proceed with little delay. The Plan Proponent says it has also agreed to make certain modifications to the Second Amended Plan. Accordingly, the Plan Proponent filed a motion in Court on July 6, 2009, seeking approval of: (a) a supplemental disclosure to the Second Amended Disclosure Statement; (b) the supplement as containing "adequate information" as that term is defined under Section 1125(a)(1) of the Bankruptcy Code; and (c) various materials for distribution by mail to certain Holders of Claims in the Voting Classes. The Plan Proponent has made a number of modifications to the Second Amended Plan, after engaging in substantial negotiations, to resolve objections expected to be raised by the Official Committee of Unsecured Creditors and the administrative agent under the Debtors' Second Lien Credit Agreement. Those modifications are contained in the Modified Second Amended Plan and described in the Supplemental Disclosure. A full-text copy of the Modified Second Amended Plan blacklined against the Plan dated June 4, 2009, is available for free at: http://bankrupt.com/misc/LandS_Modified2ndAmendedPlan.pdf According to the Plan Proponent, it informed the Court of these developments at a June 30, 2009, telephonic hearing, whereby it outlined a process for resoliciting votes among the creditor classes affected by the modifications. The Plan Proponent says it worked closely with the Committee, the Debtors, the Second Lien Administrative Agent, the Office of the U.S. Trustee for Region 3 and Lennar Corporation to develop supplemental disclosure materials that fairly and completely reflect modifications to the Plan. The Supplement contains additional information with respect to: * the modified treatment of Holders of Claims in Classes 4 and 5; * the waiver of unsecured claims asserted by Lennar Corp. and LNR CPI Cross Valley Plaza LLC, LNR CPI Entrada Office LLC, LNR CPI Plaza West Hills LLC, LNR CPI Valencia Town Center Office LLC, LNR CPI West Creek Apartments LLC, LNR CPI West Creek Retail LLC, LNR Gateway V LLC, LNR Land Partners Sub LLC, LNR NWHL Holdings Inc., LNR Property Corporation and each of their affiliates -- the LNR Entities -- and release of avoidance actions against Lennar and LNR; * the LNR Equity Investment; * the revised equity ownership in the Reorganized Debtors resulting from the increase in utilization of the Rights Offering, the sale of equity interests to LNR, and the settlements with Class 4 and Class 5; * an updated Valuation Analysis, which pertains to a recovery analysis that identifies the effects of the modifications on plan recoveries; and * an updated "Sources and Uses" chart to take into account the modifications to the Second Amended Plan. A full-text copy of the Disclosure Statement Supplement is available for free at http://bankrupt.com/misc/LandS_Supp_DS.pdf The Supplement will allow holders of Claims in Classes 3, 4 and 5 time to review and analyze the revised treatment of those Classes of Claims under the Modified Second Amended Plan and vote to accept or reject the Modified Second Amended Plan accordingly, if a Ballot was not previously cast by the July 6, 2009 deadline, or change a prior cast vote. The Revised Solicitation Package will consist of (i) a written notice of the new confirmation hearing date and the deadline for voting on the Modified Second Amended Plan; (ii) the supplemental disclosure to the Second Amended Disclosure Statement; (iii) a blacklined version of the Modified Second Amended Plan; (iv) solely for those Holders of Claims in Classes 3, 4 and 5, an appropriate Ballot to be used for voting on the Modified Second Amended Plan; (v) solely for Holders of Claims in Class 4, an amended letter from the Second Lien Administrative Agent in support of the Modified Second Amended Plan; (vi) solely for Holders of Claims in Class 5, an amended letter from the Committee in support of the Modified Second Amended Plan; (vii) an amended letter from the Debtors in support of the Modified Second Amended Plan; (viii) a letter from the Plan Proponent in support of the Modified Second Amended Plan; and (ix) solely for those Holders of claims in Classes 3 and 4, a form to rescind any prior subscription agreement submitted to the Subscription Agent, at the Holder's option based upon the Modified Second Amended Plan. The Plan Proponent proposes to use these ballots in connection with the solicitation process for: * Holders of Claims in Classes 4(a)-(u), http://bankrupt.com/misc/LandS_Class4Ballot.pdf * Holders of Claims in Classes 5(a)-(u) that are not eligible to opt-in to the Convenience Class, and http://bankrupt.com/misc/LandS_Class5Ballot.pdf * Holders of Claims in Classes 5(a)-(u) that are eligible to opt-in to the Convenience Class. http://bankrupt.com/misc/LandS_Class5Ballot_WithOptIn.pdf The proposed form of the ballot is based on Official Form No. 14 modified to meet the particular requirements of the Debtors' cases and the changes reflected in the Modified Second Amended Plan. Ballots mailed to Holders of Class 4 Claims will no longer contain "Item 3: Rights Offering Participation" and the Ballots mailed to Holders of Class 5 Claims will no longer contain "Item 3: Rights Offering Acknowledgement." The Plan Proponent also proposes to provide the Holders of Claims in Classes 3 with an opportunity to rescind any commitment to purchase their respective allocable Rights Offering Units, to the extent that the Holders of Claims have already submitted a Subscription Form and delivered the Subscription Purchase Price and now desire to opt-out of the Rights Offering. To facilitate this process, the Plan Proponent will caused to be distributed by mail to Holders of Claims in Class 3 a form by which the Holders can complete and return to Kurtzman Carson Consultants LLC on or before July 16, 2009, 5:00 p.m. (Pacific Time) in order to opt out of the Rights Offering. Any Holder of a Claim in Class 3 that timely returns the Notice of Withdrawal of Rights Offering Commitment will be promptly refunded the Subscription Purchase Price by wire transfer or certified or cashier's check. In light of the changes to the Modified Second Amended Plan, parties who previously opted into the Convenience Class may now choose to opt out. Court to Review Adequacy of Supplement, Adjourns Confirmation Hearing In connection with its ruling permitting Barclays' filing of a Resolicitation Motion, Judge Carey also ordered that: -- Objections to the Resolicitation Motion, the adequacy of the Supplement or the materials contained in the Revised Solicitation Package must be filed on or before July 14, 2009, at 4:00 p.m. Eastern Time; -- The Voting Deadline, originally set at July 6, 2009, is extended solely for the Holders of Claims in Classes 3, 4 and 5 through July 16, 2009 at 5:00 p.m., Pacific Time, and the Proponent may accept ballots by facsimile; and -- The hearing to consider approval of the Resolicitation Motion will be held on July 20, 2009, at 10:00 a.m. Eastern Time. Prior to the entry of the Court's ruling, Roberta A. DeAngelis, the Acting United States Trustee for Region 3, asserted that Barclays has placed the cart before the horse. The U.S. Trustee contended that the Plan Proponent should file its amended documents first and seek their approval, on shortened time if necessary, and then re-solicit votes. Barclays' request appears to eliminate any meaningful opportunity for review and response, the U.S. Trustee noted. The time for any party supporting the Second Amended Plan to file a reply to any objection to confirmation of the Plan or any objection to assumption of an executory contract is extended to July 17, 2009, at 7:00 p.m. Eastern Time. Moreover, the Confirmation Hearing, originally scheduled to begin on July 13, 2009, is adjourned to July 20, 2009, at 10:00 a.m. Eastern Time. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. Bankruptcy Creditors' Service, Inc., publishes LandSource Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandSource Communities Development LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) LANDSOURCE COMMUNITIES: Extends CRO Agreement with HoganWebb ------------------------------------------------------------ LandSource Communities Development LLC and its affiliates inform the U.S. Bankruptcy Court for the District of Delaware that they need the continued services of Timothy P. Hogan and H. Lawrence Webb of the firm HoganWebb LLC as their restructuring officers. Accordingly, the Debtors sought and obtained a supplemental order from the Court, extending their retention of HoganWebb through the earlier of (i) September 1, 2009, or (ii) the effective date of a confirmed plan of reorganization in their Chapter 11 cases. The Debtors' original employment term of HoganWebb expired on July 1, 2009. Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, The Debtors will continue to retain HoganWebb on the same terms as set forth in the parties' original, except that HoganWebb's monthly fee for services provided during the second phase will be reduced from $220,000 to $110,000 per month for services provided from and after July 1, 2009. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. Bankruptcy Creditors' Service, Inc., publishes LandSource Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandSource Communities Development LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) LANDSOURCE COMMUNITIES: IRS, et al., Object to Barclays Plan ------------------------------------------------------------ Several parties ask the U.S. Bankruptcy Court for the District of Delaware to deny confirmation of the Second Amended Joint Plan of Reorganization for LandSource Communities Development LLC and its debtor affiliates. They are: * The United States, on behalf of Internal Revenue Service, * Willdan, * URS Corporation, * West Valley, LLC, * Berco Oil Company, * Jonathan Lee Riches, * Psomas & Associates, * Sam Hill & Sons, Inc., * Q&D Construction, Inc., * Maricopa County Treasurer, * GE Capital Commercial Inc., * CH2M Hill Constructors Inc., * Steadfast Insurance Company, * Poe Investment Company, LLC, * Precision Construction Company, * David George + Associates, Inc., * American Heritage Landscape, LP, * Lennar Homes of California, Inc., * Independent Construction Company, * Hunsaker & Associates, Los Angeles, Inc., * Caterpillar Financial Services Corporation, * SprintCom, Inc., and Nextel of California, Inc., * Los Angeles County Treasurer and Tax Collector, * Dolce View (Los Angeles), LLC and CIM Fund III, L.P., * Damonte Ranch Landscape Maintenance Association, * Damonte Ranch Drainage District, * Chaudhary & Associates, Inc., * Ghilotti Construction Company, Inc., * MSR Holding Company, LLC, * MS Rialto Residential Holdings, LLC, * Cypress-Fairbanks Independent School District, * Harris County, * Katy Independent School District, * Montgomery County, * National City Golf Finance, a division of National City Commercial Capital Company, LLC, successor by Merger with National City Commercial Capital Corporation, * The California Department of Toxic Substances Control, * The California State Water Resources Control Board, * The California Regional Water Quality Control Board, San Francisco Bay Region. The United States, on behalf of the Internal Revenue Service, opposes the Plan to the extent that the Debtors seek any prospective tax relief, including in connection with the creation of the Liquidating Trust contemplated under the Plan. Maricopa County Treasurer asks the Court to deny confirmation of the Plan until it is amended to clearly identify Maricopa County's classification and treatment of its claim, and specifically provide that its secured claims will be paid in full along with the appropriate interest rate of 16% per annum over the appropriate time period. Dolce View (Los Angeles), LLC, and CIM Fund III, L.P., assert that the Plan is not feasible because it does not adequately provide a mechanism for the payment of Administrative Expense Claims that are not allowed as of the Effective Date of the Plan. National City also asserts that the Second Plan Supplement should be amended to correctly identify its contract as Contract No. 74431000 and provide that such Contract is deemed assumed. The California State Entities, which include the California Department of Toxic Substances Control, the California State Water Resources Control Board, and the California Regional Water Quality Control Board, ask the Court deny confirmation of the Plan as it is currently drafted, and request further that the proposed environmental obligations "pass-through" language be inserted in the Second Amended Plan. Caterpillar asserts that the Plan should not be confirmed unless it is modified to accurately reflect Caterpillar's status as a secured creditor and provide for the appropriate treatment of its secured claim. American Heritage asserts that Plan is contrary to the Final DIP Order and that it improperly modifies the Final DIP Order. The Texas Taxing Authorities, which include Cypress-Fairbanks Independent School District, Harris County, Katy Independent School District and Montgomery County, object to the Plan for the reason that the Plan is silent as to the treatment of their claims. The Texas Taxing Authorities assert that they are fully secured tax creditors of Debtors and thus, their claims must be properly classified and treated under the Plan. Poe Investment asks the Court to set a cure amount for a certain sale agreement at the amount determined in an arbitration and order that Poe Investment's claim is to be treated under the Plan as a Senior Permitted Lien Claim. Lennar Homes of California objects to the $0 cure amount stated in the Second Plan Supplement for certain executory contracts between Debtor The Newhall Land and Farming Company. LHC asserts that Newhall has not yet completed a post-closing work estimated to cost approximately $24.7 million under certain Purchase and Sale Agreements. L.A. County, Independent, Damonte, and Q&D ask the Court to deny confirmation of the Plan until it is amended to clearly identify their classification and treatment of their Claims and specifically provide that their Claims will be paid in full. Precision asks the Court to deny confirmation of the Plan, ruled that its Mechanic's Lien Claim to be an Administrative Claim, and should be entitled to treatment as a Senior Permitted Lien Claim pursuant to the Plan. Sprint says that the Plan cannot be confirmed because it seeks to impermissibly extinguish an easement, and Sprint's rights flowing from that easement, and Sprint's right to possession as lessee under a site lease. Steadfast asks the Court to deny confirmation of the Plan to the extent it continues to seek assumption of certain Mare Island Contracts absent the provision of adequate assurances of future performance by LMI. These Objectors assert that the Debtors provided incorrect proposed cure amounts to the executory contracts to be assumed under the Plan: Proposed Correct Objector Cure Amt. Cure Amt. -------- --------- --------- Berco $0 $800,000 Willdan 0 453,649 Psomas & Associates 198,146 224,830 Hunsaker & Associates 121,270 159,721 URS Corporation 0 137,005 GE Capital Commercial Inc. 16,689 18,130 David George + Associates, Inc. 13,880 17,317 About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. Bankruptcy Creditors' Service, Inc., publishes LandSource Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandSource Communities Development LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) LANDSOURCE COMMUNITIES: Sells Nevada Properties to Vegas Valley --------------------------------------------------------------- Debtor Southwest Communities Development LLC and Vegas Valley Land Holdings LLC have entered into a Purchase and Sale Agreement dated June 11, 2009, the terms of which are: Assets to be Sold: Certain real property and associated assets located in the Las Vegas State of Nevada. Stalking Horse Bidder: Vegas Valley Land Holdings LLC Stalking Horse Purchase Price: $8,500,000 Break-Up Fee: $212,700, which is approximately 2.50% of the purchase price Expense Reimbursement: Up to $100,000 Minimum Deposit 5% of the purchase price in the Required Upon Bid submitted bid. Submission: Deposit Required by 20% of the purchase price Successful Bidder: of the Successful Bid The Debtor assures the Court that Vegas Valley, as the Stalking Horse bidder, is not an insider or its affiliate within the meaning of the Bankruptcy Code. A full-text copy of Vegas Valley's Purchase and Sale Agreement is available for free at: http://bankrupt.com/misc/LandS_SouthwestPSA.pdf The Debtors and Vegas Valley agree that the sale of the Nevada Property will be subject to competing offers from any prospective bidder. The minimum bid amount for qualified bids is not less than $8,850,000. The Debtor also agrees to entitle Vegas Valley to a break up fee and expense reimbursement if the sale is consummated with another successful bidder. Any party-in-interest had until June 18, 2009, to file any objection to the proposed break up fee. The Debtors informed the Court on June 23, 2009, that no parties-in-interest filed an objection to the proposed fee. All interested parties have until July 9, 2009, at 5:00 p.m. New York Time to file a competing bid. If more than one qualified bid is received, the Debtor intends to conduct an auction on July 14, 2009, at 9:00 a.m. New York Time, at the offices of Weil, Gotshal & Manges LLP, at 767 Fifth Avenue, in New York. The Debtors ask the Court to conduct the sale hearing on July 22, 2009, at 3:00 p.m. (New York Time). About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. Bankruptcy Creditors' Service, Inc., publishes LandSource Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandSource Communities Development LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) LANDSOURCE COMMUNITIES: Sues Contractors to Invalidate Liens ------------------------------------------------------------ Debtors The Newhall Land and Farming Company, a California Limited Partnership, and LandSource Holding Company, LLC, initiated separate adversary complaints against these contractors who asserted mechanic's liens on their properties: * Sam Hill & Sons, Inc., * Hunsaker & Associates Los Angeles, Inc., * American Heritage Landscape, LP, * C.A. Rasmussen, Inc., * Granite Construction Company, * R&R Pipeline, Inc. * Brothers Nursery, Inc., * Eschrich General Engineering, Inc, * Famcon Pipe & Supply, Inc., * John Burgeson Contractors, Inc., * Nature-Gro Corporation, * Q&D Construction, Inc, * R&R Palacios Construction, Inc., * Southwest V-Ditch, Inc., * T&D Electric, Inc., * Fenceworks, Inc. d/b/a Golden State Fence Company, Inc., and * D.A. McCosker Construction Company, d/b/a Independent Construction Company In general, the Debtors seek a Court judgment declaring that: (i) the liens asserted by the Contractor Defendants against the Debtors' property were not properly perfected and therefore, the Contractor Defendants do not hold valid secured claims against property of the Debtors' estates; (ii) the liens asserted by the Contractor Defendants against the Debtors' properties were junior to the liens held by Debtors' prepetition first lien lenders and second lien lenders; (iii) the liens asserted by the Contractor Defendants against the Debtors' properties were primed by the liens securing the Debtors' obligations under their postpetition First Lien Credit Agreement; and (iv) the Debtors' obligations under the DIP Credit Agreement substantially exceed the value of the collateral securing the DIP Liens. The Debtors state that the liens of their First Lien Lenders and the Second Lien Lenders were recorded in February 2007, and secure more than $1 billion of indebtedness. Moreover, the Final DIP Order granted the Postpetition Lenders perfected first priority liens on (i) all of the Debtors' property that was not subject to valid liens as of the Petition Date, and (ii) all collateral securing the Debtors' obligations under their prepetition credit agreements with certain limited exceptions. The Debtors aver that collateral to their DIP Credit Agreement includes the property encumbered by the American Heritage Liens, R&R Pipeline Liens, Granite Construction Liens, and Rasmussen Liens. The American Heritage Liens, R&R Pipeline Liens, Granite Construction Liens, and Rasmussen Liens were therefore primed by the DIP Liens pursuant to the Final DIP Order. Newhall also tells the Court that it does not own nor have any interest in certain of the properties cited by certain of Contractor Defendants as encumbered properties with respect to the Liens they asserted. The Debtors also note that the Contractors were required to commence an action to foreclose on the property allegedly securing their Liens within 90 days after the recording the Liens. Although the Contractors were prevented by the automatic stay from commencing an action, they could have sought to maintain perfection of their Liens by filing a notice under Section 546(b) of the Bankruptcy Code, the Debtors contend. Thus, because the Contractors did not timely give notices of perfection, they failed to perfect the Liens, the Debtors maintain. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. Bankruptcy Creditors' Service, Inc., publishes LandSource Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandSource Communities Development LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) LEHMAN BROTHERS: Assumes Lease with Rockefeller Center ------------------------------------------------------ Lehman Brothers Holdings Inc. and its affiliated debtors sought and obtained the U.S. Bankruptcy Court for the Southern District of New York's approval to assume a lease with Rockefeller Center North Inc. LBHI entered into the contract to lease an office space in a New York building owned by Rockefeller. The term of the lease is set to expire on December 31, 2022. Assumption of the Lease would permit LBHI and Rockefeller to make amendments to the terms of the lease including the reduction of LBHI's annual rent. Under the amended lease, LBHI's annual rent would be reduced from $1,524,050 to $986,150. The expiration date of the lease would also be moved to December 31, 2010. In return for using the building's conduit and riser space, LBHI would be required to pay a license fee of not more than $365,605 per annum. LBHI would also have to pay $363,011 to Rockefeller. "The Debtors believe that such payments are fair and reasonable in light of the monthly rent reduction of $537,900 provided for under the amendment," Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York, says. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Through its team of more than 25,000 employees, Lehman Brothers offers 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. The firm, through predecessor entities, was founded in 1850. Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). 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. Subsidiary LB 745 LLC, submitted a Chapter 11 petition on September 16 (Case No. 08-13600). Several other affiliates followed thereafter. The Debtors' 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. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the United States District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act in the case captioned Securities Investor Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV- 8119 (GEL). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI Barclays Bank Plc has agreed, subject to U.S. Court and relevant regulatory approvals, to acquire Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only $2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. These are currently the only UK incorporated companies in administration. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. The two units of Lehman Brothers Holdings, Inc., which has filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York, have combined liabilities of JPY4 trillion -- US$38 billion). Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. 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 have suspended its operations with immediate effect, including ceasing to trade on the Hong Kong Securities Exchange and Hong Kong Futures Exchange, until further notice. The Asian units' asset management company, Lehman Brothers Asset Management Limited, will continue to operate on a business as usual basis. A further notice concerning the retail structured products issued by or arranged by any Lehman Brothers group company will be issued as soon as possible, a press statement said. (Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000). LEHMAN BROTHERS: LBI Trustee Wants More Time to Remove Actions -------------------------------------------------------------- James Giddens, trustee for the liquidation of Lehman Brothers Inc.'s business, sought and obtained a court order giving him until December 13, 2009, to file notices of removal of civil cases involving the company. Attorney for the trustee, Jeffrey Margolin, Esq., at Hughes Hubbard & Reed LLP, in New York, said analysis of the cases involving LBI requires review of the facts and the procedural posture of each case, and involves coordination with the separate counsel who represented the company in connection with those cases. Without an extension of the deadline, Mr. Margolin said, the trustee risks "making premature removal decisions or waiving these rights before he has had an opportunity to complete an evaluation of these issues." About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Through its team of more than 25,000 employees, Lehman Brothers offers 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. The firm, through predecessor entities, was founded in 1850. Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). 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. Subsidiary LB 745 LLC, submitted a Chapter 11 petition on September 16 (Case No. 08-13600). Several other affiliates followed thereafter. The Debtors' 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. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the United States District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act in the case captioned Securities Investor Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV- 8119 (GEL). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI Barclays Bank Plc has agreed, subject to U.S. Court and relevant regulatory approvals, to acquire Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only $2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. These are currently the only UK incorporated companies in administration. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. The two units of Lehman Brothers Holdings, Inc., which has filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York, have combined liabilities of JPY4 trillion -- US$38 billion). Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. 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 have suspended its operations with immediate effect, including ceasing to trade on the Hong Kong Securities Exchange and Hong Kong Futures Exchange, until further notice. The Asian units' asset management company, Lehman Brothers Asset Management Limited, will continue to operate on a business as usual basis. A further notice concerning the retail structured products issued by or arranged by any Lehman Brothers group company will be issued as soon as possible, a press statement said. (Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000). LEHMAN BROTHERS: Occidental Asks for Set-Off of Mutual Debts ------------------------------------------------------------ Occidental Power Services Inc. and Occidental Energy Marketing Inc. seek court authority to set-off amounts owing and due between the companies and Lehman Brothers Commodity Services Inc. under their ISDA master agreements. Occidental Power owes $2,700,581 to LBCS while LBCS owes $1,802,435 to Occidental Energy as a result of the termination of their master agreements last year. The hearing to consider approval of the request is scheduled for July 15, 2009. Creditors and other concerned parties have until July 10, 2009, to file their objections. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Through its team of more than 25,000 employees, Lehman Brothers offers 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. The firm, through predecessor entities, was founded in 1850. Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). 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. Subsidiary LB 745 LLC, submitted a Chapter 11 petition on September 16 (Case No. 08-13600). Several other affiliates followed thereafter. The Debtors' 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. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the United States District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act in the case captioned Securities Investor Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV- 8119 (GEL). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI Barclays Bank Plc has agreed, subject to U.S. Court and relevant regulatory approvals, to acquire Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only $2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. These are currently the only UK incorporated companies in administration. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. The two units of Lehman Brothers Holdings, Inc., which has filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York, have combined liabilities of JPY4 trillion -- US$38 billion). Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. 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 have suspended its operations with immediate effect, including ceasing to trade on the Hong Kong Securities Exchange and Hong Kong Futures Exchange, until further notice. The Asian units' asset management company, Lehman Brothers Asset Management Limited, will continue to operate on a business as usual basis. A further notice concerning the retail structured products issued by or arranged by any Lehman Brothers group company will be issued as soon as possible, a press statement said. (Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000). MAGNA ENTERTAINMENT: Court Postpones Hearing on Examiner Plea ------------------------------------------------------------- Randall Chase at The Associated Press reports that the Hon. Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware has agreed to postpone a July 7 hearing on Greenlight Capital Offshore Partners' request to appoint an examiner in Magna Entertainment Corp.'s Chapter 11 bankruptcy case. The AP relates that the hearing has been moved to August 18. Greenlight Capital is a hedge fund and is an unsecured creditor of Magna Entertainment and a large shareholder in the Debtor's parent company, MID. The AP states that Greenlight Capital asked for the appointment of an examiner or Chapter 11 trustee to investigate ties between Magna Entertainment and MID, which is a potential bidder for the Company's assets and one of its primary lenders. Greenlight Capital is worried on the fairness of any asset sale, The AP says. According to The AP, Magna Entertainment argued that it has taken several steps to address potential conflicts of interest involving MID and Frank Stronach -- chairman of Magna Entertainment and MID -- by replacing him as CEO with Greg Rayburn. Mr. Rayburn testified that Mr. Stronach would have to abstain from any decision or deliberations by the board regarding the sale of any assets, The AP relates. MID, which withdrew in April a motion seeking approval of its stalking-horse bid for certain Magna Entertainment assets that include Gulfstream Park and Golden Gate Fields, won't present an offer in the upcoming asset sale, except to prevent a "fire sale" resulting from a low-ball bid, The AP states, citing Magna Entertainment's lawyers. The bid deadline for the initial asset sale is July 31, followed by the selection of a "stalking horse bidder" in early August, The AP reports, citing Greenlight Capital's lawyer, Gregg Galardi. The AP relates that Magna Entertainment -- which already secured the Court's approval to sell assets, including Santa Anita Park, Remington Park, Thistledown, Portland Meadows, and an interest in Lone Star Park, said that it may ask the Court to allow it to sell other assets, including Pimlico, which previously was pulled from the list of assets to be sold. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. As of December 31, 2008, the Company had total assets of $1,049,387,000 and total debts of $958,591,000. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC, has been tapped as financial advisor and Kurtzman Carson Consultants LLC, as claims agent. MARC DREIER: Seeks to Cut Imprisonment to Up to 12-1/2 Years ------------------------------------------------------------ Nathan Koppel at The Wall Street Journal reports that Marc Dreier has asked the court to sentence him to no more than 12-1/2 years in prison. WSJ relates that Mr. Dreier -- who pleaded guilty in May to eight felony charges, including fraud and money laundering related to a scheme to sell bogus promissory notes to investors -- is due to be sentenced Monday. Mr. Dreier faces a possible sentence of 145 years, or until the age of 204, court documents say. According to court documents, Mr. Dreier acknowledged that "victims of [Mr. Dreier's] crimes have suffered tremendous financial losses," and states that the New York attorney has "had to witness the shame and suffering that his actions have brought upon his family." The maximum sentence places an unfair emphasis on the amount of losses caused by Mr. Dreier's fraud, which are estimated to be in excess of $400 million, and so "a sentence of 121-151 months is "a sentencing range with a rational basis," Mr. Dreier's lawyer, Gerald Shargel, said in court documents. Mr. Dreier, court documents state, has provided assistance in recovering assets for the victims of the fraud. Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On December 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier has been charged by the U.S. government for conspiracy, securities fraud and wire fraud before the U.S. District Court for the Southern District of New York (Manhattan) (Case No. 09-cr-00085-JSR). Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr. S. D. N.Y., Case No. 08-15051). Judge Robert E. Gerber handles the case. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been retained as counsel. The Debtor listed assets between $100 million to $500 million, and debts between $10 million to $50 million in its filing. Wachovia Bank National Association, Sheila M. Gowan as trustee for Chapter 11 estate of Dreier LLP, and Steven J. Reisman as postconfirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that sent Mr. Dreier to bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y., Case No. 09-10371). The petitioners assert claims totaling $88.5 million. Diamond McCarthy LLP represents Ms. Gowan; Curtis, Mallet Prevost, Colt & Mosle LLP, Mr. Reisman; and McCarter & English LLP, Wachovia Bank. METALDYNE CORP: Court Sets Aug. 14 as Creditors' Claim Bar Date --------------------------------------------------------------- The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern District of Delaware set August 14, 2009, as deadline for creditors of Metaldyne Corporation and its debtor-affiliates to file proofs of claim. Governmental units have until Nov. 23, 2009, to file a proof of claim. All proofs of claim must be filed either: i) by mailing the original proof of claim to: Metaldyne Corporation c/o BMC Group, Claims Processing P.O. Box 3020 Chanhassen, MN 55317-3020 ii) by delivering the original proof of claim by hand or overnight courier to: Metaldyne Corporation c/o BMC Group, Claims Processing 18750 Lake Drive East Chanhassen, MN 55317 About Metaldyne Corporation Headquartered in Plymouth, Michigan, Metaldyne Corporation -- http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange. Metaldyne is a global designer and supplier of metal based components, assemblies and modules for transportation related powertrain and chassis applications including engine, transmission/transfer case, wheel end, and suspension, axle and driveline, and noise and vibration control products to the motor vehicle industry. On January 11, 2007, in connection with a plan of merger, Asahi Tee Corporation in Japan acquired the shares of Metaldyne. On the same date, Asahi Tee contributed those shares to Metaldyne Holdings, and Asahi Tee thereby became the indirect parent of Metaldyne and its other units. RHJ International S.A. of Belgium now holds approximately 60.1% of the outstanding capital stock of Asahi Tec. The Company owns 23 different properties, including 14 domestic manufacturing facilities in six states, and more than 10 manufacturing facilities North America, Europe, South America and Asia. Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor, Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary Inc. and its affiliates filed for Chapter 11 on May 27, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13412). The filing did not include the company's non-U.S. entities or operations. Richard H. Engman, Esq., at Jones Day represents the Debtors in their restructuring efforts. Judy A. O'Neill, Esq., at Foley & Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. For the fiscal year ended March 29, 2009, the Company recorded annual revenues of approximately US$1.32 billion. As of March 29, 2009, utilizing book values, the Company had assets of approximately US$977 million and liabilities of US$927 million. METALDYNE CORP: Files Schedules of Assets and Liabilities --------------------------------------------------------- Metaldyne Corporation and its debtor-affiliates delivered their schedules of assets and liabilities to the Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern District of Delaware, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property B. Personal Property $19,695,145 C. Property Claimed as Exempt D. Creditors Holding Secured Claims -- E. Creditors Holding Unsecured Priority Claims -- F. Creditors Holding Unsecured Non-priority Claims $103,528,949 ------------ ------------ TOTAL $19,695,145 $103,528,949 A full-text copy of the Debtors' schedules of assets and liabilities is available at: http://ResearchArchives.com/t/s?3ec9 Headquartered in Plymouth, Michigan, Metaldyne Corporation -- http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange. Metaldyne is a global designer and supplier of metal based components, assemblies and modules for transportation related powertrain and chassis applications including engine, transmission/transfer case, wheel end, and suspension, axle and driveline, and noise and vibration control products to the motor vehicle industry. On January 11, 2007, in connection with a plan of merger, Asahi Tee Corporation in Japan acquired the shares of Metaldyne. On the same date, Asahi Tee contributed those shares to Metaldyne Holdings, and Asahi Tee thereby became the indirect parent of Metaldyne and its other units. RHJ International S.A. of Belgium now holds approximately 60.1% of the outstanding capital stock of Asahi Tec. The Company owns 23 different properties, including 14 domestic manufacturing facilities in six states, and more than 10 manufacturing facilities North America, Europe, South America and Asia. Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor, Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary Inc. and its affiliates filed for Chapter 11 on May 27, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13412). The filing did not include the company's non-U.S. entities or operations. Richard H. Engman, Esq., at Jones Day represents the Debtors in their restructuring efforts. Judy A. O'Neill, Esq., at Foley & Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. For the fiscal year ended March 29, 2009, the Company recorded annual revenues of approximately US$1.32 billion. As of March 29, 2009, utilizing book values, the Company had assets of approximately US$977 million and liabilities of US$927 million. MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities --------------------------------------------------------------- Midway Games Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware, amended schedules of assets and liabilities, disclosing: Name of Debtor Assets Liabilities -------------- ------------ ------------ Midway Games Inc. $705,630,959 $411,678,696 Midway Amusement Games $301,444,318 $595,427,234 Midway Home Entertainment $292,771,341 $337,723,829 Midway Games West $31,984,152 $77,326,538 Midway Interactive $29,695,000 $52,271,909 Midway Studios - Austin $2,661,058 $94,119,938 Surreal Software $1,068,936 $78,945,662 Midway Studios - Los Angeles $312,812 $59,851,058 Midway Homes Studios, Inc. and Midway Sales Company, LLC's schedules were unchanged: Midway Home Studios $0 $29,314,909 Midway Sales Company $0 $29,314,909 Copies of Midway Games Inc., et. al.'s SALs are available for free at: http://bankrupt.com/misc/midwaygamesinc.SAL.pdf http://bankrupt.com/misc/midwayamusementgames.pdf http://bankrupt.com/misc/midwayhomeentertainment.pdf http://bankrupt.com/misc/midwaygameswest.SAL.pdf http://bankrupt.com/misc/midwayinteractive.SAL.pdf http://bankrupt.com/misc/midwaystudios-austin.pdf http://bankrupt.com/misc/surrealsoftware.SAL.pdf http://bankrupt.com/misc/midwaystudios-losangelesinc.pdf http://bankrupt.com/misc/midwayhomestudios.SAL.pdf http://bankrupt.com/misc/midwaysalescompany.SAL.pdf About Midway Games Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in Chicago, Illinois, with offices throughout the world, is a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. More information about Midway and its products can be found at http://www.midway.com/ The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as special counsel, and Epiq Bankruptcy Solutions LLC as claims agent. MORTGAGES LTD: U.S. Trustee Balks $600K Fees Sought by Greenberg ---------------------------------------------------------------- Ilene Lashinsky, the U.S. trustee overseeing Mortgage Ltd.'s Chapter 11 case, has joined creditors in their fight to block Greenberg Traurig LLP's final bid for almost $600,000 in fees and expenses as special counsel to the subprime lender, Law360 reports. The U.S. Trustee said in its objection filed with the U.S. Bankruptcy Court for the District of Arizona that the firm had "insurmountable conflicts" of interest, the report says. Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/ -- acted as a full service private lender prior to filing for bankruptcy. Through its licensed broker dealer, Mortgages Ltd. Securities, ML received money raised from approximately 2,700 investors for placement into loans secured by real estate located solely in Arizona. These accredited investors financed the lending operations of ML and received as collateral for their funding direct fractional interests in "pass through" loans and deeds of trust or membership interests in "Opportunity Funds" which held fractionalized interests in loans and deeds of trust. Mortgages Ltd. was the subject of an involuntary Chapter 7 petition dated June 20, 2008, filed by KGM Builders Inc. -- a contractor for Grace Communities, a borrower of the company -- in the U.S. Bankruptcy Court for the District of Arizona. Central & Monroe LLC and Osborn III Partners LLC, divisions of Grace Communities, sought the appointment of an interim trustee for Mortgages Ltd. in the Chapter 7 proceeding. Mortgages Ltd. is also facing lawsuits filed by Grace Communities and Rightpath Limited Development Group for its alleged failure to fully fund loans. Mortgages Ltd. denied the charges. It has filed a motion to dismiss the Rightpath suit. The Debtor's case was converted to a chapter 11 proceeding on June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465). Judge Sarah Sharer Curley presides over the case. Carolyn Johnsen, Esq., and Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C., replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as counsel to the Debtor. As of December 31, 2007, the Debtor had total assets of $358,416,681 and total debts of $350,169,423. M.T. PUSKAR: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: M.T. Puskar Construction Company, Inc. 113 Aileen Road Flint Hill, VA 22627 Bankruptcy Case No.: 09-51066 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Western District of Virginia (Harrisonburg) Judge: Chief Judge Ross W. Krumm Debtor's Counsel: Timothy J. McGary, Esq. 10500 Sager Ave., Suite G Fairfax, VA 22030 Tel: (703) 352-4985 Email: tjm@mcgary.com Total Assets: $335,000 Total Debts: $1,120,620 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/vawb09-51066.pdf The petition was signed by Michael Puskar, president of the Company. MARK REDMAN: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Mark Redman 2383 Hagen Oaks Drive Alamo, CA 94507 Bankruptcy Case No.: 09-46014 Chapter 11 Petition Date: July 6, 2009 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Leslie J. Tchaikovsky Debtor's Counsel: Marc Voisenat, Esq. Law Offices of Marc Voisenat 1330 Broadway #1035 Oakland, CA 94612 Tel: (510) 272-9710 Email: voisenat@gmail.com Total Assets: $1,156,075 Total Debts: $2,417,584 A full-text copy of Mr. Redman's petition, including a list of his 18 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb09-46014.pdf The petition was signed by Mr. Redman. MASA DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Masa Development LLC 15 Sauk Ct. Huntington, WV 25705 Bankruptcy Case No.: 09-30527 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Southern District of West Virginia (Huntington) Debtor's Counsel: Mitchell Lee Klein, Esq. Klein & Hall Attorneys, L.C. 3566 Teays Valley Road Hurricane, WV 25526 Tel: (304) 562-7111 Fax: (304) 562-7115 Email: sydney@kleinhall.com Total Assets: $505,500 Total Debts: $1,286,985 A full-text copy of the Debtor's petition, including a list of its 7 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wvsb09-30527.pdf The petition was signed by Ron Smith. METALSAMERICA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: metalsAmerica, Inc. 165 Township Line Road, #1 Jenkintown, PA 19046-3531 Bankruptcy Case No.: 09-14985 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Debtor's Counsel: Steven D. Usdin, Esq. Cohen Seglias Pallas Greenhall & Furman, PC United Plaza, 30 South 17th Street, 19th Flr. Philadelphia, PA 19103 Tel: (215) 564-1700 Fax: (267) 238-4408 Email: susdin@cohenseglias.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 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb09-14985.pdf The petition was signed by Peter Schorsch, president of the Company. NORTEL NETWORKS: Lease Decision Extended for Constenting Landlords ------------------------------------------------------------------ At the request of Nortel Networks Inc. and its debtor-affiliates, the Court extended until March 31, 2010, the Debtors' deadline to assume or reject their unexpired nonresidential real property leases with landlords who consent to the extension. Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware, said the Debtors have not yet reached a final decision regarding the assumption or rejection of their leases due to the complexity of their bankruptcy cases and the large number of their leases. Mr. Remming said to avoid making hasty decision on the assumption or rejection of the remaining leases, the Debtors sent letters on June 4, 2009, to some of their landlords, requesting that they consent in writing to extend the deadline to March 31, 2010. Mr. Remming clarified that the extension is only for the period of time that has been agreed to by a landlord. The Debtors, he pointed out, still intend to assume or reject the majority of their leases prior to August 12, 2009, the current deadline for the Debtors to assume or reject their leases. In return for the landlord's consent, the Debtors will provide the landlord with advance notice of any final decision to reject their lease. The Debtors will provide the notice at least 30 days but not more than 60 days before the date set for the rejection of the lease, Mr. Remming said. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: UK Unit's Chapter 15 Petition Approved ------------------------------------------------------- Alan Robert Bloom and three other court-appointed administrators of Nortel Networks UK Limited filed a Chapter 15 petition June 8, 2009, in the U.S. Bankruptcy Court for the District of Delaware, and sought entry of an order: (1) recognizing Nortel Networks UK's proceeding as "foreign main proceeding; and (2) enforcing the initial order dated January 14, 2009, of the High Court of Justice of England and Wales, in the United States. Daniel Connolly, Esq., at Bracewell & Giuliani LLP, in New York, said the petition will promote full cooperation among the Nortel companies and the various courts overseeing the insolvency proceedings. He said it will also protect Nortel Networks UK's assets and interests in the U.S. and ensure that the cross-border restructuring of the Nortel companies progresses in an orderly and efficient way. "Due to the highly interdependent nature of the Nortel companies, an orderly reorganization is crucial to avoid the threat of disrupted operations and inter-company trading and the resulting loss in value for all interested parties that could result if there are chaotic, piecemeal or competing insolvency proceedings," Mr. Connolly pointed out. Nortel Networks UK 's Chapter 15 case is assigned Case No. 09-11972. The company's administrators are represented by Bracewell & Giuliani, and Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. Nortel Networks UK reported over $1 billion in assets and more than $1 billion in liabilities. * * * Judge Kevin Gross of the Bankruptcy Court issued an order on June 26, 2009, recognizing Nortel Networks UK 's case as a foreign main proceeding. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Wins Court Nod for $157MM Intercompany Transfer ---------------------------------------------------------------- Nortel Networks Corporation and its Canadian affiliates sought and obtained a court order approving an interim funding agreement, which provides for payment of US$157 million by U.S.- based Nortel Networks Inc. to Nortel Networks Limited. The interim funding agreement was reached by the Nortel companies, Ernst & Young LLP and Ernst & Young Chartered Accountants to provide NNL with sufficient liquidity for at least through September 30, 2009. A motion to enforce the Canadian Court's order has already been filed in the Chapter 15 cases of NNC and its Canadian affiliates. The companies are still awaiting court approval of their request. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTH AMERICAN TECH: March 31 Balance Sheet Upside-Down by $9.7MM ----------------------------------------------------------------- North American Technologies Group Inc. disclosed in a filing with the Securities and Exchange Commission its financial results for three and six months ended March 29, 2009. At March 29, 2009, the Company's balance sheet showed total assets of $15,163,882 and total liabilities of $24,953,909, resulting in a stockholders' deficit of $9,790,027. For three months ended March 29, 2009, the Company posted a net loss of $1,359,937 compared with a net income of $173,481 for the same period in the previous year. For six months ended March 29, 2009, the Company posted a net loss of $2,833,373 compared with a net loss of $766,072 for the same period in the previous year. In addition, the Company relates that it is likely that the Company will incur losses for the foreseeable future. Liquidity and Capital Resources As of March 29, 2009, the Company had a cash balance of $352,251 and a negative working capital balance of $3,683,997. During the six months ended March 29, 2009, investing activities used cash of $417,808. Of this amount, $415,957 was used to purchase property and equipment, and $1,851 was used to purchase patents and other assets. During the six months ended March 29, 2009, financing activities provided cash of $118,028. Of this amount, $134,498 was provided by a net increase in a note payable for insurance premiums, offset by a decrease in capital lease obligations arising from the payments thereon. A full-text copy of the 10-Q filing is available for free at: http://ResearchArchives.com/t/s?3ec2 About North American Technologies North American Technologies Group Inc. (OTC BB: NATK) -- http://www.natk.com/-- is engaged in the manufacturing and marketing of engineered composite railroad crossties through its 100% owned subsidiary TieTek LLC. The Company's composite railroad crosstie is a direct substitute for wood crossties, but with a longer expected life and with several environmental advantages. Going Concern Doubt As reported in the Troubled Company Reporter on June 29, 2009, KBA Group LLP in Dallas, Texas, the Company's independent auditor, raised substantial doubt about the Company's ability to continue as a going concern after its audit report dated June 12, 2009. The uncertainty of achieving profitability or obtaining additional financing raises substantial doubt about the Company's ability to continue as a going concern. NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'B+' ------------------------------------------------------------ Fitch Ratings has taken these rating actions on the Issuer Default Rating and outstanding debt ratings of NOVA Chemicals Corporation after the closing of its acquisition by the International Petroleum Investment Company, the investment arm of the Emirate of Abu Dhabi. The company's Rating Outlook is Stable. Fitch took these actions: -- IDR upgraded to 'B+' from 'B-'; -- Secured revolver upgraded to 'BB+/RR1' from 'BB-/RR1'; -- Series 'A' preferred notes upgraded to 'BB+/RR1' from 'BB- /RR1'; -- Senior unsecured revolver revised to 'B+/RR4' from 'BB- /RR1'. -- Senior unsecured notes revised to 'B+/RR4' from 'BB-/RR1'. The rating action reflects the improvements to NOVA's credit profile following the closing of its acquisition by IPIC (IDR 'AA/F1+' by Fitch). To date, NOVA has received tangible credit support from IPIC of $350 million, comprising a $150 million backstop facility (used to repay a portion of NOVA's $250 million 7.4% notes due earlier this year) and a $200 million equity injection at closing. In addition, the company has secured covenant relief from lenders for all of its facilities until 2010. Previous covenants, including the restrictive net-debt-to-cash-flow covenant, have now been replaced by a minimum EBITDA test. Fitch notes that IPIC has a track record of supporting its investments -- including a shareholder loan and dividend forbearance for its investment in petrochemical company Borealis, and the extension of working capital credits for Hyundai Oilbank in Korea. While Fitch believes it likely that IPIC would offer additional credit support to NOVA in the case of further downside in the chemicals markets, several features of the deal suggest that the parent-subsidiary linkage in this case is weak, which limits the ratings uplift associated with the link to the parent. In terms of legal ties, there are no explicit credit guarantees from IPIC to NOVA, and the company anticipates that any refinancing of current debt will take place at the subsidiary rather than parent level. In addition, feedstock integration does not appear to be a key driver of the deal, as feedstock supplies at NOVA's main Joffre, Alberta olefins/polyolefins plant will continue to be sourced locally (i.e. AECO natural gas). Post-closing, NOVA is expected to have $1.7 billion in debt on its balance sheet, comprising approximately $610 million in bank debt and $1.1 billion in senior notes. Refinancing requirements are expected to remain steep, with maturities of $814 million expected due in the first quarter of 2010 as of the transaction close. At the same time, fundamentals in the North American ethylene and polyethylene markets remain soft. As projected by Fitch, NOVA will be modestly free cash flow positive in 2009 (note that Fitch assumed NOVA's shareholder would not take distributions from its subsidiary in 2009). However, Fitch expects EBITDA will remain depressed in 2009, resulting in debt/EBITDA leverage metrics which are weak for the rating category at over 6.0 times (x). Looking forward, the main catalysts for an upgrade to NOVA's rating continue to center on speed of the recovery in underlying ethylene and polyethylene markets, and how quickly NOVA applies free cash flow to de-lever from current levels. Catalysts for a downgrade include an inability by NOVA to refinance current debt maturities, or an unwillingness by IPIC to support its investment in the event of a further downside scenario in the chemicals market. In the first quarter of 2009, NOVA's polyethylene sales totaled 771 million pounds, up slightly from the 747 million pounds seen in the fourth quarter but well below the 916 million pound level seen in the first quarter of 2008. NOVA's feedstock cost advantage over Gulf Coast oil- based ethylene crackers (the 'Alberta Advantage') averaged $0.04/lb in the first quarter versus $0.02/lb in the fourth quarter of last year. Looking forward, the recent widening of the crude oil/natural gas ratio well above historical averages will likely further boost the Alberta Advantage this year. Countering this somewhat has been the appreciation of the Canadian dollar, which has put pressure on the company's fixed costs (largely incurred in Canadian dollars). At March 31, 2009, NOVA's liquidity was $323 million, down significantly from the $573 million reported at the end of last year. The company had five separate revolvers totaling $765 million in notional capacity ($740 million available based on covenant restrictions). Total availability was $182 million after borrowings of $513 million and letter of credit usage of $45 million. Cash balances were $141 million. NOVA's largest secured revolver ($350 million) matures in June 2010. Maturities across other revolvers vary but generally range from 2010-2013. Management anticipates that all existing liquidity facilities will remain in place at closing. Fitch's Recovery Rating (RR) of '1' on NOVA's secured revolving credit facility and preferred notes issuance indicates outstanding recovery prospects (91%-100%) for holders of these debt issues. These issuances are secured by the net book value of petrochemical plants in Canada, including NOVA's interest in the E1, E2 and E3 crackers in Joffre, Alberta. Note that the preferred notes share in this security on a pari passu basis. The Recovery Rating for NOVA's senior unsecured notes and revolver of '4' indicates average recovery prospects (31%-50%) for holders of these debt issues. Fitch applied a liquidation value analysis for these RRs. NOVA's Asset Retirement Obligation (ARO) was $20 million at year- end 2008 and consisted of expected remediation costs for facility closures. The company's pension plans had a funding deficit of $181 million at the end of 2008, versus a deficit of $166 million the year prior. In 2009, contributions to NOVA's defined benefit plan are expected to be $40 million to $50 million. Nova Chemicals is a multinational producer of commodity chemicals including styrene, polystyrene, ethylene and polyethylene with approximately 2,700 full-time employees. A majority of its assets are located in Canada and the U.S. In North America, Nova is the leading producer of styrene and expandable polystyrene and the fifth largest ethylene producer. The company reports three business segments: olefins/polyolefins, performance styrenics, and the INEOS-NOVA Joint Venture. In 2008, the U.S. accounted for 45% of sales, Canada for 35%, Europe and rest of the world for 19%. Polyethylene and styrenic polymers are used in rigid and flexible packaging, containers, plastic bags, plastic pipe, electronic appliances, housing and automotive components and consumer goods. Exports to Asia are enabled in part by low-cost back-haul shipping economics from Western Canada. NUTRITIONAL SOURCING: PBGC Protests Latest Liquidation Plan ----------------------------------------------------------- The Pension Benefit Guaranty Corp. objected to Nutritional Sourcing Corp.'s latest proposed plan of liquidation and disclosure statement, claiming the debtor has failed to justify proposed releases of liability in connection with unfunded employee pension plans, according to Law360. Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and operates supermarkets and video rental shops in Puerto Rico and the US Virgin Islands. The company and two affiliates, Pueblo International, L.L.C., and F.L.B.N., L.L.C., filed for Chapter 11 protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038 through 07-11040). Kay Scholer LLC represents the Debtors in their restructuring efforts. Pepper Hamilton LLP serves as their Delaware counsel. The U.S. Trustee for Region 3 appointed eight creditors to serve on an Official Committee of Unsecured Creditors. Skadden, Arps, Slate, Meagher & Flom LLP represent the Official Committee of Unsecured Creditors. The Company has disclosed $130.8 million in assets and debt totalling $266.5 million with the Court. PANOLAM INDUSTRIES: Moody's Views Missed Prepayment as Default -------------------------------------------------------------- Moody's Investors Service changed the probability of default rating of Panolam Industries International, Inc., to 'D' from 'Ca/LD' following the company's announcement that it has failed to make an excess cash flow payment to lenders of its first lien bank credit facility on June 30, 2009. All other ratings have been affirmed. The rating outlook is negative. The rating action follows the Company's announcement that the previously announced forbearance agreement, dated March 31, 2009, expired on June 30, 2009, and that Panolam would not fund the interest and excess cash flow prepayments due to first lien lenders on this date. Moody's views the missed mandatory principal prepayment as a default under its definition of defaults. The credit agreement provides a five business day grace period for missed interest payments, which is expected to elapse without payment. In addition, Panolam announced that it has reached an agreement in principle with noteholders, holding two-thirds of the outstanding senior subordinated notes, to pursue a restructuring which will substantially reduce Panolam's outstanding debt and prospective interest requirements. Moody's will likely withdraw the ratings on the senior subordinated notes upon execution of the planned restructuring agreement. Panolam continues to discuss possible restructuring alternatives with first lien lenders. These ratings were downgraded: -- Probability of default, downgraded to D from Ca/LD; These ratings were affirmed: -- Corporate Family Rating, affirmed at Ca; -- $168 million Sr. Sec. 1st Lien Term Loan, due 2012, at Caa3 (LGD2, 27%); -- $30 million Sr. Sec. 1st Lien Revolver, due 2010, at Caa3 (LGD2, 27%); -- $150 million 10.75% Sr. Sub. Notes, due 2013, at C (LGD5, 82%); and -- Speculative grade liquidity rating at SGL-4 The previous rating action on Panolam was the May 7, 2009, change in probability of default rating to Ca/LD as a result of its failure to make the interest payment on the 10-3/4 senior subordinated notes within the 30 day grace period. Headquartered in Shelton, Connecticut, Panolam is an integrated manufacturer of thermally fused melamine panels and high pressure laminates. Revenues during 2008 were $366 million. PCS EDVENTURES: Posts Net Loss of $1.9MM in Year ended March 31 --------------------------------------------------------------- PCS Edventures!.com, Inc. disclosed in a filing with the Securities and Exchange Commission it financial results for the year ended March 31, 2009. At March 31, 2009, the Company's balance sheet showed total assets of $1,728,247, total liabilities of $483,510 and stockholders' equity of $1,244,737. For the year ended March 31, 2009, the Company posted a net loss of $1,957,753 compared with a net loss of $723,224 for the same period in the previous year. As of the fiscal year ended March 31, 2009, the Company had $548,443 in cash, with total current assets of $1,177,282 and total current liabilities of $483,510. The Company has working capital of $693,772 at March 31, 2009. The working capital indicates that its ability to pay current debt obligations through its current assets is favorable. The working capital for the fiscal year ended March 31, 2008, was $1,477,307. This decrease was due primarily to the fiscal year 2009 decrease in sales. Going Concern Doubt On June 28, 2009, M&K CPAS, PLLC in Houston, Texas, raised substantial doubt about PCS Edventures!.com, Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended March 31, 2009. The auditor pointed to the company's recurring losses and negative cash flows from operations. A full-text copy of the Form 10-K is available for free at: http://ResearchArchives.com/t/s?3ec7 About PCS Edventures!.com Based in Boise, Idaho, PCS Edventures.com, Inc. (OTC BB: PCSV.OB) -- http://www.edventures.com/-- designs, develops, and markets educational learning labs bundled with related technologies and programs to the K-12 market worldwide. The company's products include Academy of Engineering, Academy of Electric Engineering, Academy of Science, Academy of Robotics, Edventures! Lab, and Discover! Lab, which are site-license installations for classrooms and learning programs; PCS BrickLab and Young Learner Building Box for classrooms and learning programs; and Edventures! Online, which is an Internet delivered educational experience that supports its Edventures! Labs; and Discover! Labs site licenses, as well as serves as a stand-alone home usage program. The company markets its products and technologies to the public and private school classrooms for pre-kindergarten through college, after school market, and home school market. It has strategic alliances with K'Nex Corporation, Science Demo, and GibsonTechEd. PCS Edventures!.com, formerly known as PCS Education Systems, Inc., was incorporated in 1994 and changed its name to PCS Edventures!.com, Inc., in 2000. PEANUT CORP: Insurance Litigation Moved to District Court --------------------------------------------------------- Westlaw reports that a stakeholder's interpleader adversary proceeding, filed as an insurer of a Chapter 7 debtor to determine allocation of proceeds of a directors' and officers' policy in anticipation that demands for payment would exceed the aggregate liability limit, warranted a discretionary withdrawal of reference to the bankruptcy court for cause shown. The interpleader action was a non-core bankruptcy proceeding that neither invoked a substantive right provided by the Bankruptcy Code nor arose, by nature, only in the context of a bankruptcy case. Withdrawal would more efficiently use the parties' resources, promote judicial economy, and preserve the right to jury trial on state- law counterclaims by insured debtor's former director and officer. In re Peanut Corp. of America, --- F.Supp.2d ----, 2009 WL 1584609 (W.D. Va.). Following a nationwide outbreak of Salmonella poisoning that reports say sickened more than 700 people and killed nine, Peanut Corporation of America -- http://www.peanutcorp.com/-- filed a Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va. Case No. 09-60452). The Company estimated its assets and liabilities in the range of $1 million to $10 million at the time of the filing. As reported in the Troubled Company Reporter on March 31, 2009, Federal Insurance Co. provides Peanut Corp. of America with $1 million of insurance coverage and initiated the interpleader action in the Bankruptcy Court to help figure out how to divide the insurance proceeds as claims exceed the amount of coverage. PETRORIG I: Court Establishes August 19 Claims Bar Date ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has established August 19, 2009, at 5:00 p.m. (prevailing Eastern Time) as the last date and time of the filing of proofs of claim in PetroRig I Pte Ltd's bankruptcy case. The Governmental Bar Date is November 13, 2009. While PetroRig I's case is jointly administered with the cases of PetroRig II Pte Ltd and PetroRig III Pte Ltd, the Bar Date and Governmental Bar Date apply only to claims against PetroRig I. As of the date of the legal notice, a deadline has not be set for creditors of PetroRig II and PetroRig III to file proofs of claim. Attorneys (with full access accounts) and employees of institutional creditors (with limited access accounts) should file proofs of claim electronically on the Court's Case Management/Electronic Case File system. Those without accounts to the CM/ECF system must file their proofs of claim by mailing or delivering the original proof of claim by hand or overnight courier to the Court at: United States Bankruptcy Court Southern District of New York PetroRig I Pte Ltd, et al. Claims One Bowling Green, Room 3 New York, NY 10004-1408 with a copy to: Tracy Southwell Akin Gump Strauss Hauer & Feld LLP 2029 Century Park East, Suite 2400 Loss Angeles, CA 90067 Proofs of claim will be deemed timely filed only if actually received on or before the Bar Date. Headquartered in Singapore, PetroRig I Pte Ltd, PetroRig II Pte Ltd, and PetroRig III Pte Ltd are rig-owning Singapore subsidiaries of Norwegian oilfield driller PetroMENA ASA. PetroRig I Pte. Ltd. and its affiliates filed for Chapter 11 on May 17, 2009 (Bankr. S. D. N.Y. Lead Case No. 09-13083). Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP represents the Debtors in their restructuring efforts. The Debtors listed between $100 million and $500 million each in assets and debts. PHILADELPHIA NEWSPAPERS: Suits Injunction Extended for 60 Days -------------------------------------------------------------- The Hon. Eduardo C. Robreno of the U.S. District Court for the Eastern District of Pennsylvania affirmed an injunction barring suits against the Philadelphia Inquirer and other local papers, holding that Philadelphia Newspapers LLC's reorganization and its obligations to its employees recommend halting actions against non-debtor affiliates for an additional 60 days. Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and operate numerous print and online publications in the Philadelphia market, including the Philadelphia Inquirer, the Philadelphia Daily News, several community newspapers, the region's number one local Web site, philly.com, and a number of related online products. The Company's flagship publications are the Inquirer, the third oldest newspaper in the country and the winner of numerous Pulitzer Prizes and other journalistic recognitions, and the Daily News. Philadelphia Newspapers and its affiliates filed for Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead Case No. 09-11204). Proskauer Rose LLP is the Debtors' bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP is the local counsel. The Debtors' financial advisor is Jefferies & Company Inc. The Debtors listed assets and debts of $100 million to $500 million. POLAROID CORP: Can Use Petters Cash Collateral Until July 16 ------------------------------------------------------------ The U.S. Bankrupty Court for the District of Minnesota has granted PBE Corporation, formerly known as Polaroid Corporation, and its affiliated debtors, authority to use cash, including cash collateral, on an interim basis, through and including July 16, 2009, in which potentially Petters Company, Inc., Petters Capital LLC, Petters Company, LLC (collectively, Petters Creditors) each claim an interest, in material compliance with the projections attached to the motion. In papers filed with the Court, the Debtors said it will use the cash collateral to further wind-down operations, sell remaining assets, preserve corporate records and documents and administer these estates. Additionally, the Debtors are authorized to utilize LC Deposit Refunds and Miscellaneous Cash, as defined in the motion, in the amount of $1.4 million, and in material compliance with the projections attached to the motion. As adequate protection, and solely to the extent of the Debtors' use of cash collateral in which Petters Creditors, as well as Acorn Capital Group, LLC, PAC Funding, LLC, RWB Services, LLC and Ritchie Capital Management, L.L.C., Ritchie Special Credit Investments, Ltd., Rhone Holdings II, Ltd., Yorkville Investments I, L.L.C., and Ritchie Capital Structure Arbitrage Trading, Ltd., claim or may claim an interest, including the Debtors' previous use of Settlement Proceeds in the amount of approximately $700,000 in which Acorn was previously granted a postpetition replacement lien as adequate protection of its interests, said parties are granted replacement liens in all assets of the Debtors, including but not limited to avoidance causes of action under chapter 5 of the Bankruptcy Code, About Polaroid Corporation Polaroid Corporation -- http://www.polaroid.com/-- makes and sells films, cameras, and other imaging products. The Company and 20 of its affiliates first filed for bankruptcy protection on October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864). Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors in their previous restructuring efforts. At that time, the Company blamed steep decline in its revenue and the resulting impact on its liquidity. On June 28, 2002, the U.S. Bankruptcy Court for the District of Delaware approved the purchase of substantially all of Polaroid's business by One Equity Partners. The bid provides for cash consideration of $255 million plus a 35% interest in the new company for unsecured creditors. Polaroid Corp., together with 11 affiliates, filed its second voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D. Minn., Lead Case No. 08-46617). Judge Gregory F. Kishel handles the Chapter 22 case. George H. Singer, Esq., James A. Lodoen, Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum P.L.L.P, are counsel to the Debtors. Cass Weil, Esq., James A. Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett, have been tapped as special counsel. The law firms of Baker & McKenzie and C&A Law represent the Debtors as special foreign legal counsel. Paul Hastings, Janofsky & Walker LLP, and Faegre & Benson LLP represent the Committee. According to the Company, the financial structuring process and the second bankruptcy filing are the result of events at Petters Group Worldwide, which has owned Polaroid since 2005. About Petters Group Worldwide Based in Minnetonka, Minn., Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the Company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc., Petters Group Worldwide, LLC, and eight other debtor-affiliates filed separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr. D. Minn. Lead Case No. 08-45257). James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel. In its petition, Petters Company, Inc. listed debts of between $500 million and $1 billion, while its parent, Petters Group Worldwide, LLC, listed debts of not more than $50,000. As reported in the Troubled Company Reporter on October 7, 2008, Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court for the District of Minnesota on Oct. 6, 2008 (Case Nos. 08-45136, 08-35197 and 08- 35198). Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. POMARE LTD: Maui Divers Agrees to Concessions, Withdraws Bid ------------------------------------------------------------ Randi Petrello at Pacific Business News at Pomare Ltd. reports that Maui Divers Jewelry said that it has withdrawn its bid to acquire Hilo Hattie after it reached an agreement with the Debtor. According to Bill Rochelle at Bloomberg News, Maui dropped its bid instead agreed to accept a $1.25 million unsecured claim plus a new concession agreement to be the sole jewelry retailer in the seven Hilo Hattie stores. Maui will also pay a $750,000 renewal fees. Maui Divers CEO Bob Taylor said in a statement that it was in the best interest of the creditors for his company to withdraw its bid. Bloomberg notes that the withdrawal of the Maui offer leaves the field open for the reorganization plan sponsored by Bum Sik Kang, the owner of Royal Hawaiian Creations and the largest unsecured creditor. Mr. Kang acquired control in June. He is providing $1 million in financing for the Chapter 11 effort while infusing $2 million of working capital on emergence from reorganization. As reported by the Troubled Company Reporter on July 1, 2009, the Hon. Robert Faris of the U.S. Bankruptcy Court for the District of Hawaii put off his decision on the sale of Hilo Hattie to Maui Divers Jewelry. TOC Inc. transferred its outstanding stock to Royal Hawaiian Creations owner Donald Kang, who submitted an amended Chapter 11 bankruptcy reorganization plan for Hilo Hattie, wherein unsecured creditors will be paid 1% of what they are owed per year for five years, but not before the fall of 2010. The plan originally would cancel the concession agreement that Maui Divers Jewelry has with Hilo Hattie at its seven stores. Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a tourist-destination retailer with operations chiefly in Hawaii. It has seven stores in Hawaii and two in California. The Company filed for Chapter 11 relief on October 2, 2008 (Bankr. D. Hawaii Case No. 08-01448). Chuck C. Choi, Esq., and James A. Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as counsel. Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at Case Lombardi & Pettit, represent the official committee of unsecured creditors. In its schedules, the Debtor listed total assets of $15,825,657, and total debts of $13,767,047. PROVIDENT ROYALTIES: SEC Obtains Asset Freeze Against Firm ---------------------------------------------------------- Sarah N. Lynch at Dow Jones Newswires reports that the U.S. Securities and Exchange Commission said that it has obtained an emergency asset freeze against Provident Royalties LLC for allegedly running a $485 million Ponzi scheme. The SEC said in court documents that Provident Royalties made fraudulent securities offerings involving oil and gas assets between June 2006 and January 2009 to more than 7,700 investors. According to court documents, Provident Royalties also sued Provident Royalties' founding members: -- Paul Melbye, -- Brendan Coughlin, and -- Henry Harrison. Dow Jones relates that Provident Royalties' brokerage arm -- Provident Asset Management LLC -- and 21 entities that offered and sold securities were also sued. Court documents say that the SEC accused Provident Royalties of falsely promising yearly returns of up to 18% and misrepresenting that 85% of the funds raised in offerings would be used to buy oil and gas real estate, among other things. Dow Jones quoted Ken Israel, the director of the SEC's Salt Lake Regional Office, as saying, "Provident sold ostensibly safe securities such as preferred stock to thousands of investors. But it was actually operating a Ponzi-like shell game in which assets were shuttled from one entity to another and investors were paid returns from whatever money was available, usually that of the most recent investors." The SEC filed for the emergency asset freeze partly due to Provident Royalties' bankruptcy, Dow Jones says, citing Thomas Melton, a senior regional trial counsel for the SEC. Provident Royalties LLC owns working interests in oil and gas properties primarily in Oklahoma. Provident and its affiliates filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No. 09-33886). Judge Harlin DeWayne Hale presides over the case. Patton Boggs LLP represents the Debtors as their bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Company estimated assets and debts of $100 million to $500 million. QVC INC: S&P Withdraws 'BB+' Corporate Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on television shopping network QVC Inc., as the company's proposed loan facility has been withdrawn. Ratings List Withdrawn QVC Inc. To From -- ---- Corporate Credit Rating NR BB+/Watch Neg/-- Proposed Term Loan B NR BBB/Watch Neg Recovery Rating NR 1 NR -- Not rated. RACING SERVICES: No Criminal Conviction Nixes Subordination ----------------------------------------------------------- The United States Court of Appeals for the Eighth Circuit has upheld lower court decisions saying that following the reversal of a claimant's criminal conviction, her claim against a debtor's estate should not be equitably subordinated. As previously reported in the Troubled Company Reporter, Racing Services, Inc., provided simulcast (simultaneous broadcast) services to licensed off-track betting operators in North Dakota. RSI and Susan Bala, its president and sole shareholder, were indicted for federal gambling and money laundering violations. RSI filed for bankruptcy protection (Bankr. D. Del. Case No. 04- 10349, transferred to Bankr. D. N.D. Case No. 04-_____) on February 3, 2004, and Kip M. Kaler was subsequently appointed as Chapter 7 bankruptcy Trustee. A jury convicted RSI and Ms. Bala in the criminal case. The district court sentenced Ms. Bala and entered forfeiture judgments against her and RSI. With their appeal in the criminal case pending, Ms. Bala filed a Chapter 7 administrative expense claim seeking $110,218.54 in post-petition rent for Fargo office space owned by her and leased to RSI. After a hearing, the bankruptcy court allowed the claim but subordinated it to "all other allowed claims pursuant to 11 U.S.C. Sec. 510(c)(1)." The Eighth Circuit Bankruptcy Appellate Panel affirmed. In re Racing Servs., Inc., 340 B.R. 73 (B.A.P. 8th Cir. 2006). In March 2007, the Eighth Circuit reversed the criminal convictions and forfeiture judgments. United States v. Bala, 489 F.3d 334 (8th Cir. 2007). Ms. Bala then filed and the bankruptcy court granted a motion to vacate the Subordination Order under Rule 60(b)(5) of the Federal Rules of Civil Procedure, made applicable to bankruptcy cases by Bankruptcy Rule 9024. The Trustee and the State of North Dakota, a substantial RSI creditor, appealed. Again the BAP affirmed. In re Racing Servs., Inc., 386 B.R. 751 (B.A.P. 8th Cir. 2008). The Trustee appealed again, and the Eight Circuit agrees there is no basis for subordination of Ms. Bala's claim. RELIANCE INTERMEDIATE: Moody's Assigns 'Ba2' Rating on Debt ----------------------------------------------------------- Moody's Investors Service has assigned a (P)Ba2 rating to US$250 million of debt to be issued by Reliance Intermediate Holdings LP. The outlook is stable. Approximately C$103 million will be invested in RIH's wholly-owned subsidiary, Reliance LP, in the form of additional equity, with the balance used to fund transaction costs and a distribution to RIH's owners. Reliance LP will use the proceeds of the RIH equity to pay down the C$103 million outstanding on the Tranche A Senior Credit Facility. There is no change to the Baa3 rating and stable outlook assigned to the debt of Reliance LP. The (P)Ba2 rating reflects the subordinated nature of the debt issued by Reliance Intermediate Holdings LP since the servicing of that debt relies on distributions made by Reliance LP (senior secured debt rated Baa3). In addition, the (P)Ba2 rating reflects the high consolidated leverage of the Reliance group (RIH and its 100% interest in Reliance LP) and the expectation that Reliance LP will incur additional debt to finance its growth capital expenditures. That high leverage is only partially mitigated by Reliance's strong market position in a duopoly market in Ontario for water heater products and services. Moody's notes that Reliance LP continues to perform as expected in spite of the recessionary trends in central Canada. The rating also reflects concerns regarding the unhedged US Dollar exposure arising from the debt issuance, as Reliance estimates that it will only be able to raise a portion of the debt in Canadian Dollar-denominated notes, and it does not have any US Dollar-denominated revenues which might act as a natural hedge. RIH has indicated that it may hedge its exposure on an opportunistic basis although its current projections do not take into account any hedging costs. Reliance Intermediate Holdings LP's rating was assigned by evaluating factors believed to be relevant to the credit profile of Reliance such as i) the business risk and competitive position of the issuer versus others within its industry or sector, ii) the capital structure and financial risk of the issuer, iii) the projected performance of the issuer over the near to intermediate term, and iv) the issuer's history of achieving consistent operating performance and meeting budget or financial goal. These attributes were compared against other issuers both within and outside of Reliance's core peer group and Reliance's ratings are believed to be comparable to ratings assigned to other issuers of similar credit risk. The last rating action was on April 8, 2009, when the Ba2 rating for Reliance Intermediate Holdings LP was withdrawn. At that time, the Baa3 rating and stable outlook on the debt of Reliance LP were affirmed. Headquartered in Toronto, Reliance Intermediate Holdings LP is a partnership which was formed to acquire the business owned by UE Waterheater Income Fund in 2007. RENAISSANCE CUSTOM: Files Ch 11 Plan; Creditors to Get Equity ------------------------------------------------------------- Portland Business Journal reports that Renaissance Customs Homes LLC has filed its reorganization plan. Business Journal relates that under the Plan, Renaissance Customs CEO Randy Sebastian will surrender some of the equity in the Company to creditors. According to the report, the reorganization will consolidate Renaissance Customs with its two debtor- affiliates into a single entity called Renaissance Development Corp. The report says that Renaissance Development will be less than half the size of the $163.5 million Company. Business Journal reports that under the plan, secured creditors will be repaid in full and partially repay eight banks and other creditors that provided funds to purchase and develop land and buy vehicles. Business Journal relates that unsecured creditors will also get stock. Mr. Sebastian, says Business Journal, will remain the majority shareholder, president, and CEO of post-bankruptcy Renaissance Customs. He held 100 percent of the equity in the Debtors before they field for bankruptcy, Business Journal says. According to the report, Mr. Sebastian will get shares in exchange for a $2.18 million loan he and his wife made Renaissance Customs to help it survive bankruptcy. The report states that the Sebastians could lend Renaissance Customs $5.77 million by the time the Company emerges from bankruptcy. The report says that Mr. Sebastian and his chief lieutenant, Tim Breedlove, will serve on the new company's board, along with two members selected by the creditors committee, while a fifth member will be selected by the board. A hearing on the reorganization plan will be held on August 18, according to Business Journal. Renaissance Development, under the Plan, will return to profitability in 2010 with anticipated revenue of $42.64 million, increasing to $68.44 million by 2014, Business Journal states. Headquartered in Lake Oswego and West Linn, Oregon, Renaissance Customs Homes LLC -- http://www.renaissance-homes.com/-- engages in residential real estate and home-building business. The Company has about 34 full-time employees. The Company and its affiliates filed for Chapter 11 bankruptcy protection on September 25, 2008 (Bankr. D. Ore. Case No. 08- 35023). Albert N. Kennedy, Esq., Ava L. Schoen, Esq., and Timothy J. Conway, Esq., at Tonkon Torp LLP assists the Debtors in their restructuring efforts. Renaissance Customs listed $50 million to $100 million in assets and $50 million to $100 million in debts. RIA LLC: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------- Debtor: Ria, LLC PO Box 1738 Washington, DC 20013-1738 Bankruptcy Case No.: 09-00588 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court United States Bankruptcy Court for the District of Columbia (Washington, D.C.) Debtor's Counsel: Jeffrey M. Sherman, Esq. Semmes, Bowen & Semmes 1001 Connecticut Avenue, Suite 1100 Washington, DC 20036 Tel: (202) 822-8250 Fax: (202) 293-2649 Email: jsherman@semmes.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A full-text copy of the Debtor's petition, including a list of its 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/dcb09-00588.pdf The petition was signed by Jason Saunders. RITZ CAMERA: Court to Consider Proposed Sale Process Tomorrow ------------------------------------------------------------- Alan Wolf at TWICE reports that Ritz Camera Centers, Inc., is putting itself on the auction block. TWICE states that a hearing on the bidding procedures will be held on July 10, while a sale hearing has been set for July 23. According to TWICE, Ritz Camera is looking to sell all or part of the business as a going concern, or liquidate all or part of its assets in an open auction. TWICE relates that Ritz Camera has shut half of its 800 camera stores and closed its 130-unit Boater's World chain of water sports stores in a recently concluded going-out-of-business sale that started in March 2009. According to court documents, Ritz Camera said that despite the action, which lowered its expenses and cost structure and "significantly increased its liquidity," the Company is unable to fund operations through the summer or buy inventory. Ritz Camera, says TWICE, has held talks with two potential bidders. TWICE states that Ritz Camera hopes to solicit an initial bid from one of the two parties, and conduct an auction in which its assets that would be sold to the highest bidder. Ritz Camera, according to TWICE, said that it will accept bids for all of its assets, including inventory, leases, and intellectual property. Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. - - http://www.ritzcamera.com/-- sells digital cameras and accessories, and electronic products. The Company filed for Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case No. 09-10617). Irving E. Walker, Esq., Gary H. Leibowitz, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are bankruptcy counsel to the Debtor. Norman L. Pernick, Esq., and Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, serve as local counsel. Thomas & Libowitz, P.A. is Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc, acts as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and noticing agent. Attorneys at Cooley Godward Kronish LLP represent the official committee of unsecured creditors as lead counsel. The Committee selected Bifferato LLC as Delaware counsel. In its schedules, the Debtor listed total assets of $277 million and total debts of $172.1 million. RH DONNELLEY: Court OKs Application for Grubb as Consultant ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized R.H. Donnelley Corp. and its affiliates to employ Grubb & Ellis Company as real estate consultant nunc pro tunc to the Petition Date. The Debtors engaged Grubb & Ellis in April 2009 as their agent for real property transactions. Since that time, Grubb & Ellis' professionals have worked closely with the Debtors' management team and the Debtors' other professionals and have become acquainted with the Debtors' business operations. The Debtors believe that Grubb & Ellis' services are necessary for them to effectively manage their real estate assets. As the Debtors' real estate consultant, Grubb & Ellis will: a. negotiate with landlords and their agents with respect to lease modifications and present proposed transactions for the Debtors' approval; b. assist the Debtors in implementing and negotiating lease restructures; c. provide general lease restructuring advice, including forming Broker Opinions of value, writing Recommendation Reports and landlord letters; d. assist in communication and negotiation with the Debtors' constituents, including creditors, employees, vendors, shareholders, and interested parties in connection with the Chapter 11 cases relative to the Debtors' leases; and e. negotiate with and solicit offers from prospective relocation alternatives. The Debtors will pay Grubb & Ellis if it negotiates a lease modification that results in a rent reduction: -- 10% of the total cash savings to be realized by the Debtors during the then-remaining base term if the Total Cash Savings are between zero and $249,999; -- nine percent if the Total Cash Savings are between $250,000 and $749,999; and -- eight percent if the Total Cash Savings are over $750,000. In addition to the Incentive Fee, the Debtors will reimburse Grubb & Ellis for any reasonable and necessary fees up with a cap at $1,400 for any individual site. The Debtors will also indemnify Grubb & Ellis in connection with its services. Steven Monroe, senior vice president of Grubb & Ellis, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Court. About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc. and Local Launch, Inc. are the company's only direct wholly owned subsidiaries. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC and Dex Media West LLC, filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) RH DONNELLEY: Wins Nod to Employ KPMG LLP as Tax Consultants ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized R.H. Donnelley Corp. and its affiliates to employ KPMG LLP as their tax consultants nunc pro tunc to the Petition Date. The Debtors require the services of a seasoned and experienced auditor and tax consultant that are familiar with their businesses and operations and the Chapter 11 process. In the course of performing services for the Debtors over the past years, KPMG has developed significant institutional knowledge related to, and an intimate understanding of, the Debtors' businesses, finances, operations, systems and capital structure. Accordingly, retaining KPMG is an efficient and cost effective manner in which the Debtors may obtain the requisite services, the Debtors submit. As the Debtors' tax consultants, KPMG will perform audit, tax consulting, and tax compliance services. A. Audit Services a. An integrated audit, consisting of an audit of the consolidated balance sheets of Debtors R.H. Donnelley, Dex Media West, and Dex Media, Inc., as of December 31, 2009 and 2008, the related consolidated statements of operations and comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2008, and an audit of the internal control over financial reporting as of December 31, 2009; b. For the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009, reviews of accounting and financial data of RHD, DMI and DMW in accordance with certain filing requirements under the Securities Exchange Act of 1934; c. Audit of the consolidated balance sheets of RHDI as of December 31, 2009 and 2008, the related consolidated statements of operations and comprehensive income, changes in shareholder's equity, and cash flows for each of the years in the two-year period ended December 31, 2009; d. Audit of the consolidated balance sheets of DME as of December 31, 2009 and 2008, the related consolidated statements of operations and comprehensive income, changes in owner's equity, and cash flows for each of the years in the two-year period ended December 31, 2009; and e. Provide other reports as requested, including debt compliance letters as required by the Debtors' various credit agreements and indenture. B. Tax Consulting Services a. Review and analysis of tax issues that arise from certain debt restructuring options, including cancellation of debt income projections and tax attribute reduction and utilization calculations; b. Review of any tax analysis included in any financial models prepared by Debtors' advisors; c. Assist Debtors in evaluation of the tax implications of certain changes to Debtors' corporate structure and review the effect of such changes on Debtors' effective tax rate and tax attribute utilization; d. Provide tax advice concerning whether Debtors have experienced one or more ownership changes within the meaning of Section 382 of the Internal Revenue Code of 1986 during the period from January 31,2006 through March 31, 2009; e. Provide assistance with respect to Debtors annual Section 382 limitation, net unrealized built-in gain/loss position and recognition of any built-in gains or losses; and f. Estimate fair market value of the total assets of certain legal entities as of any ownership change date; C. Tax Compliance Services a. Provide federal and state tax compliance and related tax consulting services to Debtors for the 2008 tax year; b. File approximately 967 sales and use tax returns for the 2009 tax year; c. Compute Debtors' state allocation and apportionment factors for the 2008 tax year; d. Amend approximately 14 federal and 162 state returns in various years between 2001 and 2006 as a result of IRS audit and other non-audit adjustments; and e. Prepare federal and state or local estimates for June 2009, September 2009 and December 2009. The Debtors will pay KMPG's professionals according to these hourly rates: A. Audit Services Partners $500 to $700 Senior Managers 400 Managers 325 Senior Associates 250 Associates 200 B. Tax Consulting Services Partners $360 to $720 Senior Managers 330 to 660 Managers 280 to 560 Senior Associates 210 to 420 Associates 130 to 260 C. Tax Compliance Services National Office Partner $700 Partners 290 Senior Managers 250 Managers 190 Senior Associates 140 Associates 110 KPMG's fees for integrated audit services are $1,750,000. In addition, KPMG estimates that procedures over the tax provision and related accounts will be an additional $250,000 billed on an hourly basis. The Debtors will also reimburse KPMG for any necessary out-of-pocket expenses. H. Paul Chapman, a partner at KPMG, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc. and Local Launch, Inc. are the company's only direct wholly owned subsidiaries. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC and Dex Media West LLC, filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) RONALD JACKSON: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Ronald E. Jackson Gail L. Jackson 1810 Old Springfield Road Vandalia, OH 45377 Bankruptcy Case No.: 09-34121 Chapter 11 Petition Date: July 1, 2009 Court: United States Bankruptcy Court Southern District of Ohio (Dayton) Judge: Guy R. Humphrey Debtors' Counsel: Lester R. Thompson, Esq. 1340 Woodman Drive Dayton, OH 45432 Tel: (937) 252-2030 Email: tdbklaw@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A full-text copy of the Debtors' petition, including a list of their 18 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ohsb09-34121.pdf The petition was signed by the Joint Debtors. SEMGROUP LP: Applies to Employ Financial Balloting Group -------------------------------------------------------- SemGroup L.P. and its debtor-affiliates sought and obtained the U.S. Bankruptcy Court for the District of Delaware's authority to employ Financial Balloting Group LLC as their special noticing, balloting, and vote tabulation agent, pursuant to the terms of an engagement letter, in connection with the identification and solicitation of holders of securities of the Debtors. As special noticing, balloting and vote tabulation agent, FBG will, among others: (a) provide the Debtors advice regarding all aspects of the Plan vote, including timing issues and tabulation procedures, and the documents needed for the vote; (b) review the voting portions of the Disclosure Statement explaining the Plan of Reorganization, and ballots; (c) work with the Debtors to request appropriate information from the Depository Trust Company and the indenture trustee(s) with respect to the public securities, and from the agent in connection with the secured debt; (d) mail voting documents to registered record holders of bonds (if any), and to the holders of the secured debt and other individual parties; (e) coordinate the distribution of voting documents to holders of the publicly held bonds by forwarding the appropriate documents to the banks and brokerage firms holding the securities, who in turn will forward it to beneficial owners for voting; (f) establish a Web site for the posting of solicitation documents; and (g) tabulate all ballots and master ballots received prior to voting deadline, and prepare a vote certification for filing with the Court; The Debtors propose to pay FBG based on this fee structure: Professional Hourly Rate ------------ ----------- Executive Director $410 Vice President $360 Senior Case Manager $300 Case Manager $240 Programmer II $195 Programmer I $65 The Debtors also seek to pay FBG these rates, as applicable: -- $15,000 for the distribution of materials to holders in "record" name; -- $1.75 to $2.25 per voting package, for the mailing to any individual voting parties, depending on the complexity of mailing, with a $500 minimum for each file; -- a minimum charge of $2,000 to take up to $250 telephone calls from holders and other parties within a 30-day solicitation period. Additional calls will be charged at $8 per call; -- a hosting fee of $150 per month to post relevant documents to the FBG document Web site, with an appropriate extension for the solicitation. -- a charge of $125 per hour for the tabulation of ballots and master ballots, plus set up charges of $1,000 for each tabulation element; -- $0.50 to $0.65 per holder, for up to two paper notices included in the same envelope, with a $500 minimum, for mailings to holders of secured debt or any registered record holders of bonds; -- $3,500 for mailings to holders of debt securities in Record name. Moreover, the will indemnify FBG for obligations arising in connection with the engagement, excluding those arising from the negligence of the firm or its professionals with respect to the engagement. Jane Sullivan, executive director of Financial Balloting Group, LLC, in New York, assures the Court that her firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Court Postpones Ruling on Plan Outline to July 20 -------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware convened a hearing on June 25, 2009, to consider approval of the Disclosure Statement explaining the Chapter 11 Plan of Reorganization filed by SemGroup L.P. and its debtor affiliates but decided to put off his ruling until July 20 to give parties-in-interest additional time to evaluate the amendments made to the Debtors' Plan. First Amended Plan During the June 25 hearing, the Debtors filed with the Court their first amended plan, which provides, among others, that 95% of the new common stock of the reorganized Debtors will be issued to prepetition lenders while the remaining 5% of the new common stock will be issued to holders of the senior notes claims and general unsecured claims. The Debtors expect their total available distributable value as of the Effective Date to be $2.246 billion consisting of: * $911 million in cash * $300 million in new term notes, and * $1.035 billion in new common stock and warrants. The original plan, filed on May 15, 2009, valued the reorganized company at $2.6 billion. The Reorganized Debtors will retain about $50 million of the $911 million in cash for working capital and general corporate purposes and will distribute remaining cash, and the new term notes, new common stock, warrants, and interest in the litigation trust to holders of allowed claims. The Debtors increased to $295 million, from up to $155 million, the estimate of administrative expense claims arising from goods delivered within 20 days to the Petition Date. The Debtors currently expect the Effective Date to occur on or around October 1, 2009. The First Amended Plan further provides that: (a) Holders of producer secured claims under Classes 53 through 69, which claims are not otherwise an allowed as 20-day claim, will receive its pro-rate share of producer cash and the producer preferred distribution rights. (b) Administrative Expense Claims are unimpaired and not entitled to vote. Those Claims will be paid in full. The Debtors estimate the Administrative Expense Claims to reach $295 million. If the Debtors object to the Administrative Expense Claims and those objections are sustained, the Debtors anticipate the amount of Administrative Expense Claims to reach only $200 million. Total cash for distribution to Producers for allowed 20- day claims will be reduced dollar-for-dollar by the excess of Producer's share of the excess of allowed administrative expense claims of the professionals retained by the Official Producers' Committee over $75,000 per month during the period from the appointment of the OPC through the Effective Date. (c) On the Effective Date, each holder of an allowed lender adjustment, in full satisfaction, settlement, release and discharge of its claim in classes 70 through 95 under the Plan and any secured working capital lender claim under the SemGroup's plans of compromise filed in their insolvency proceedings under the Canadian Companies' Creditors Arrangement Act will receive, subject to the intraprepetition lender adjustment, its pro rata share of (i) lender cash amounting to $445 million, (ii) 61.6%, or $185 million in principal amount, of the new term notes, and (iii) 57.3%, or 23,738,693 shares, of the new common stock, subject to dilution of ownership percentage from the warrants and the management stock. (d) Secured revolver and term lender claims are allowed, and each holder of the claim, on the Effective Date, will receive in full satisfaction of claims in classes 96 through 121 under the Plan and any secured revolver and term lender claim under the Canadian Plans its prorate share of (i) the lender cash of $60 million, (ii) 38.4% or $115 million in principal amount, of the new term notes, and (iii) 35.7%, or 14,779,944 shares of the new common stock, subject to dilution of ownership percentage from the warrants and the management stock. (e) If any of Class 149 through 174 accept the Plan, each holder of a senior notes claim will be entitled to receive in full satisfaction of the claim in Classes 149 through 174 under the Plan and any related claims under the Canadian Plans, its pro rata share of (i) 3.75% or 1,552,500 shares of the new common stock, subject to dilution of ownership from the warrants and the management stock, (ii) warrants to purchase 3.75% or 1,634,211 shares of new common stock, and (iii) 30% of the litigation trust interest. If all classes in Classes 201 through 226, or those general unsecured claims vote to reject the Plan, each allowed senior notes claim will be entitled to receive its pro rate share of the new common stock and warrants that would have been distributed to the holders of claims in Classes 201 and 226 if those classes would have voted to accept the Plan. If all classes 149 through 174 reject the Plan, each holder of a senior notes claims will be entitled to receive its allowed senior notes claim under the Plan and any related claims under the Canadian Plans, its pro rata share of 30% of the litigation trust interest. (f) The vote by each holder of a lender deficiency claim in favor or against the Plan is deemed to be a vote in favor of or against the Canadian Plans. Each holder of a lender deficiency claim will be entitled to receive the allowed lender deficiency claim under the Plan and any secured working capital lender claim in excess of the secured working capital lender claim and secured revolver/term lender claim in excess of the secured revolver/term lender claim, under the Canadian Plans, its pro rata share of: * 0.45%, or 185,687 shares, of the new common stock if the lender deficiency claim is with respect to a secured revolver and term lender claim; * 1.56%, or 646,719 shares, of the new common stock if the lender deficiency is with respect to a secured working capital lender claim; and * 60% of the litigation trust interest. If all of classes 149 through 174, or the senior notes claims, and classes 201 through 226, or the general unsecured claims, vote to reject the Plan, each holder of an allowed lender deficiency claim will be entitled to its pro rata share of the new common stock that would have been distributed to the holders of claims in classes 149 through 174 and classes 201 through 226, if those classes would have voted to accept the Plan. (g) On the Effective Date, each holder of a general unsecured claim against a Debtor will be entitled to receive: (1) if the class in which the general unsecured claim exists accepts the Plan, its pro rata share of: * 517,500 shares of new common stock, constituting 1.25% of new Holdco equity, subject to dilution of ownership percentage from the warrants and the management stock; * warrants to purchase 544,737 shares of new common stock; and * if all of classes 149 through 174, or senior notes claims, vote to reject the Plan, its pro rata share of the new common stock and warrants that would have been distributed to the holders of claims in classes 149 through 174 if those classes would have voted to accept the Plan; and (2) whether or not the class in which the general unsecured claim exists accepts the Plan, its pro rata share of 10% of the litigation trust interests The revised Plan increased the number of warrants New Holdco is authorized to issue from 1,789,474 to 2,178,947 warrants. New Holdco will, on the Effective Date, implement a management incentive plan for certain of its employees and board members, pursuant to which the employees and board members will receive management stock. On the Effective Date, each of the person who votes to accept the Plan and members of the Official Committee of Unsecured Creditors will be deemed to consensually forever release and be permanently enjoined from prosecuting any released actions that that person has or may have against prepetition lenders under the prepetition credit agreement, excluding J.Aron & Company, Goldman Sachs Credit Partners L.P., and their affiliates, the administrative agent and the postpetition lenders under the postpetition financing agreement. It is expected that SemCrude and SemCAMS, rather than New Holdco, as provided in the original Plan and Disclosure Statement, will be borrowers under the Exit Facility. The transfer of the litigation trust claims to the litigation trust will be made for the benefit of the holders of allowed lender deficiency claims, allowed senior notes claims, allowed general unsecured claims and allowed producer secured claims to the extent holders of the claims are entitled to distributions under the Plan. Disclosure Statement Objections John A. Catsimatidis and other members of the management committee of non-debtor SemGroup G.P., L.L.C., the sole general partner of SemGroup LP; the Official Producers' Committee and more than 100 separate oil and gas producers; separate oil and gas vendors including BP Products North America Inc., Samson Resources Company, J.Aron & Company, and ConocoPhillips Company; and Harvest Fund Advisors LLC, as lead plaintiff in a securities class action against the Debtors, objected to the approval of the Disclosure Statement. Mr. Catsimatidis, et al., objected to the approval of the Disclosure Statement on the ground that the Plan and Disclosure Statement are ultra vires and the Disclosure Statement fails to provide adequate and accurate information concerning the ultra vires nature of the Plan and Disclosure Statement, the continuing unauthorized actions by the Debtors' officers and professionals in contravention of Management Committee resolutions, related adversary litigation, the attendant risks to creditors, and the Plan's unconfirmability under Section 1129(a) of the Bankruptcy Code. Mr. Catsimatidis and the Management Committee argued that the Disclosure Statement cannot be approved and the Plan cannot be confirmed without their approval. The OPC asserted, among other things, that the solicitation procedures must be amended to make clear who qualify as "producers" complaining that the Voting Procedures Motion, as well as the Plan and Disclosure Statement, fail to properly identify who counts as "producers" for purposes of voting and receiving distributions under the Plan. The Plan must be amended to allow operators to vote on behalf of owners, where an operator makes distributions directly to owners, the OPC asserted. The OPC further asserted that claims of producers in the Producers Secured Classes must be temporarily allowed in full for voting purposes to make clear that Producers are not disenfranchised en masse. Samson Resources Company, Samson Lone Star, LLC, and Samson Contour Energy E&P, LLC, and certain Oklahoma Producers comprised of Special Energy Corporation, Chesapeake Exploration, LLC, Crawley Petroleum Corporation, Duncan Oil Properties, LP, DC Energy, Inc., Stephens & Johnson Operating Company and Petrohawk Energy Corporation, joined in the OPC's objection. BP Products and its affiliates complained that the Disclosure Statement describes a Plan that is "patently uncomfirmable" noting certain contingencies with respect to the Debtors' ability to limit non-Producer Allowed Administrative Expense Claims to $155 million. There is no basis to expect that non-producer Allowed Administrative Expense Claims will be limited to this amount, BP contended. Certain operators and interest owners, including Murfin Drilling Company, Inc., LD Drilling, Inc., Davis Petroleum, Inc., RAMA Operating Co., Inc., Vess Oil Corporation, Central Crude Corporation, Redwing Gas Systems Inc., Beren Corporation, and Berexco Inc., complained that the Debtors' proposed ballot for Producer Secured Claims is ambiguous as to how Producer Ballots will be treated. It appears that the Debtors may be intending to send a Producer Secured Claim ballot to each operator, as Producers, the Operators argued. The U.S. Term Lender Group reserved a full exposition of its objection pending the filing of the revised Disclosure Statement. According to the Debtors, the First Amended Plan addresses the objections raised by the entities. A black-lined copy of the First Amended Plan is available for free at http://bankrupt.com/misc/semgroup_1stamnddPlan.pdf A black-lined copy of the First Amended Disclosure Statement can be accessed at no charge at: http://bankrupt.com/misc/semgroup_1stAmnddDS.pdf About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Has Until Oct. 1 to Probe Lenders' Liens ----------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware approved the stipulation between the Official Committee of Unsecured Creditors in SemGroup L.P.'s case and Bank of America, N.A., as DIP agent and prepetition administrative agent to the Debtors' secured lenders, extending to October 1, 2009, the deadline by which the Creditors' Committee must address the remaining issues regarding the secured parties' prepetition indebtedness or security interest on the prepetition collateral, on account of which the Creditors' Committee can file an adversary proceeding or assert claims or causes of action against the prepetition secured lenders on behalf of the Debtors' estates. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Parties Oppose Examiner's Discharge of Duties ---------------------------------------------------------- Certain parties oppose the motion filed by Louis J. Freeh, Esq., for discharge of his obligations as Court-appointed examiner in the Debtors' Chapter 11 cases. Westback Purchasing Co. opposes the provision that seeks to preclude "any third party" from issuing or serving discovery on the Examiner, pointing out that many of the cases the Examiner relied upon do not specifically hold that discovery of the Examiner's materials is entirely prohibited. Gregory C. Wallace, Semgroup, L.P.'s former chief financial officer, asserts that the request is overbroad and premature. Thomas L. Kivisto joins in Mr. Wallace's objection. As to the provision seeking to return to the producing parties copies of the documents produced to the Examiner, or for the destruction of those documents, Harvest Fund Advisors, LLC, lead plaintiff in a securities class action against the Debtors, complains that the Examiner fails to identify which documents may be destroyed. The destruction would be completely unilateral and arbitrary, Harvest Fund points out. The objectors ask the Court to deny the Examiner's motion. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Proposes Sale Process for SemFuel Assets ----------------------------------------------------- SemGroup L.P. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to sell the assets of Debtor SemFuel L.P. to various buyers subject to higher and better bids. The Debtors, according to Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, have diligently evaluated restructuring and cost-cutting measures designed to maximize the value of SemFuel's assets, which are grouped into: Group 1 -- assets located in Fort Worth, Texas Group 2 -- assets located in Green Bay, Wisconsin; Bettendorf, Iowa; and Rogers City, Michigan Group 3 -- assets located in El Dorado, Kansas; Des Moines, Iowa; and Glenpool and West Tulsa, Oklahoma Group 4 -- assets located in Bryan, Texas Group 5 -- assets located in Houston, Texas The Debtors, in mid-June 2009, entered into separate asset purchase agreements with: -- QuickTrip Corporation whereby QuickTrip agreed to purchase the Asset Group 1 for $14,125,000; -- U.S. Oil Co., Inc., whereby U.S. Oil agreed to purchase Asset Group 2 for $14,000,000; and -- Magellan Pipeline Company, L.P., whereby Magellan agreed to purchase Asset Group 3 for $23,000,000. QuickTrip APA The QuikTrip APA contains these salient terms: (a) The purchase price will be (i) $14,125,000, plus (ii) an amount equal to Estimated Working Capital, plus (iii) assumption of Assumed Liabilities. The Closing Date payment will be paid (x) an amount equal to Transferred Assets Purchase Price, plus (y) the Estimated Working Capital, minus (z) an amount equal to the Escrow Amount. (b) SemFuel will sell and assign, free and clear of liens (i) owned terminal assets; (ii) assumed contracts; and (iii) inventory of SemFuel as of the closing date. (c) On the closing date, QuikTrip will assume and pay liabilities: -- arising under any Assumed Contracts, other than amounts due as a result of prior defaults or deficiencies; -- related to the transferred assets in all cases, whether relating to period before, on or after the Closing Date, including all environmental liabilities and obligations, other than any liability or obligations of SemFuel arising from litigation between Citgo Petroleum Corporation and Prime Rail Interest, Inc. related to the Voluntary Cleanup Program on Prime Rail's property adjacent to the Fort Worth terminal; and -- arising under the Workers' Adjustment and Retraining Notification Act related to transactions. (d) On the closing date, SemFuel will assume and assign to SemFuel a Software License Agreement entered between SemFuel and Toptech Systems, Inc. (e) At closing, SemFuel will pay cure amounts due under the Assumed Contracts. To the extent that the aggregate cure amount exceeds $100,000, then, prior to the assumption of the Assumed Contracts by QuikTrip, QuikTrip will deposit with SemFuel amounts necessary to pay all cure amounts in excess of the $100,000 Cure Cap. (f) QuikTrip has made a cash deposit for $2,118,750 in connection with the sale of Transferred Assets. (g) QuikTrip APA provides for a break-up fee of $250,000, payable in the event the agreement is terminated, provided that the Break-up Fee will not be due and payable if a Purchaser Material Adverse Effect has occurred or QuikTrip has breached any of its obligations, representations or warranties in the QuickTrip APA. (h) QuickTrip APA will be terminated: -- at any time prior to the closing date by the consent of the parties; -- by either party, if the closing has not occurred on or before September 1, 2009; provided, however, that the terminating party is not in breach of its obligations under the QuickTrip APA; -- by either party, if the Court enters an order approving a Competing Bid and SemFuel executes a definitive agreement of the Competing Bid; or -- by either party, if there is any applicable law that makes consummation of the transactions under the QuikTrip APA illegal. A full-text copy of the QuikTrip APA is available for free at http://bankrupt.com/misc/SemGroup_QuikTripAPA.pdf U.S. Oil APA The U.S. Oil APA contains these salient terms: (a) U.S. Oil's total consideration will be $14 million, plus or minus estimated Working Capital, plus assumption of liabilities. The closing date payment will be paid as an amount equal to the Purchase Price, plus or minus the Estimated Working Capital, less accounts receivable, minus escrow amount, plus the aggregate amount of the Accounts Receivable, plus the deposit with Lakeside Oil Co., Inc. (b) SemFuel will sell and deliver to U.S. Oil, free and clear of liens (i) owned terminal assets; (ii) owned storage facilities; (iii) leased terminal assets; (iv) fuel distribution assets; (v) assumed contracts; (vi) inventory of SemFuel as of closing date; (vii) accounts receivable; and (viii) rights to causes of action. (c) U.S. Oil will assume and pay liabilities arising under any Assumed Contracts; all environmental liabilities and obligations; for taxes relating to the transferred assets for all taxable periods beginning after the closing date; and reflected within Working Capital. (d) U.S. Oil will arrange for the letters of credit, performance bonds, guarantees and similar assurances to be surrendered and cancelled prior to closing, and if required by the applicable counterparty, replaced with other letters of credit, performance bonds, guarantees or assurances, as applicable. (e) SemFuel will pay cure amounts due under the Assumed Contracts on or before the closing date. To the extent that the aggregate cure amount exceeds $100,000, then, prior to the assumption of the Assumed Contracts by U.S. Oil, U.S. Oil will deposit with SemFuel amounts necessary to pay all cure amounts exceeding the Cure Cap. (f) U.S. Oil has made a cash deposit for $2.1 million. (g) The U.S. Oil APA provides for a break-up fee of $280,000, payable in the event the U.S. Oil APA is terminated, provided, however that the Break-Up Fee will not be due and payable if a Purchaser Material Adverse Effect has occurred or U.S. Oil has breached any of its obligations in the U.S. Oil APA. (h) The U.S. Oil APA will be terminated: -- at any time prior to the closing date by consent of both parties; -- by either party, if the closing has not occurred on or before September 1, 2009; provided, however, that the terminating party is not in breach of its obligations under the U.S. Oil APA; -- by either party, if the Court enters an order approving a Competing Bid and SemFuel executes a definite agreement with the Competing Bidder; or -- by either party, if an applicable law makes consummation of the transactions under the U.S. Oil APA illegal. A full-text copy of the U.S. Oil APA is available for free at http://bankrupt.com/misc/SemGroup_USOilAPA.pdf Magellan Pipeline APA The Magellan APA contains these salient terms: (a) Magellan Pipeline will pay this total consideration to SemFuel $23 million, plus assumption of liabilities, minus an amount equal to SemFuel's pro-rated portion of Ad Valorem Taxes for the period from January 1, 2009, through and including the date preceding the closing date. The Closing Date Payment will be paid as an amount equal to the purchase price, minus an amount equal to the escrow amount, minus the pro-rated taxes. (b) At the closing, SemFuel will sell free and clear of all liens to Magellan Pipeline these assets (x) owned storage facilities; and (y) assumed contracts; (c) As of the closing, Magellan Pipeline will assume and pay liabilities arising under any Assumed Contracts, and related to Transferred Assets, whether relating to periods before, on or after the Closing Date, including all Environmental Liabilities and Obligations. (d) The owned inventory of SemFuel will not be transferred to Magellan Pipeline. Within three days of the closing, SemFuel will confirm to Magellan Pipeline that it no longer requires shipper status on Magellan Pipeline's pipeline and Magellan Pipeline will immediately reconsign all of SemFuel's inventory in Magellan Pipeline or its affiliates' pipelines to a central Oklahoma location to be sold by SemFuel. SemFuel's ethanol inventory will remain at its current location and SemFuel will sell all inventory after the closing date. (e) SemFuel will pay the cure amounts due under the Assumed Contracts on or before the closing date. To the extent the aggregate cure amount exceeds $100,000, then, prior to the assumption of the Assumed Contracts by Magellan Pipeline, Magellan Pipeline will deposit with SemFuel amounts necessary to pay all cure amounts exceeding the Cure Cap. (f) Magellan Pipeline has made a cash deposit for $2.3 million in connection with the Magellan APA. (g) The Magellan APA provides for a break-up fee of $230,000, payable in the event the Agreement is terminated. However, the Break-Up Fee will not be due and payable if a Purchaser Material Adverse Effect has occurred or Magellan Pipeline has breached any of its obligations in the Magellan APA. (h) The Magellan APA may be terminated: -- at any time prior to the closing date by consent of both parties; -- by either SemFuel or Magellan Pipeline if the closing has not occurred on or before September 1, 2009; provided, however, that the terminating party is not in breach of its obligations under the Magellan APA; -- by either party, if the Court approves a Competing Bid and SemFuel executes a definitive agreement with the Competing Bidder; -- by either party, if an applicable law makes consummation of the transactions under the Magellan APA illegal; or -- by either party, so long as neither of them is in breach of the Magellan APA. A full-text copy of the Magellan APA is available for free at http://bankrupt.com/misc/SemGroup_MagellanAPA.pdf Bidding Procedures To maximize the value of the Fort Worth Assets, the Debtors seek the Court's authority to implement bidding procedures. The Debtors intend to conduct a single auction covering the sale of SemFuel Asset Groups 1, 2, and 3 to allow Qualified Bidders to submit bids for one or more SemFuel Asset Groups. Any person or entity interested in participating in the Auction must submit a Qualifying Bid on or before July 27, 2009, to (i) counsel of the Debtors, (ii) financial advisor to the Debtors, The Blackstone Group, (iii) counsel and financial advisors to the Official Committee of Unsecured Creditors, and (iv) counsel and financial advisor to Bank of America, N.A., agent for certain of the Debtors' prepetition secured lenders and the DIP Lenders. To be deemed a Qualified Bidder, a Qualified Bid must, among others: * purchase at least one specified SemFuel Asset Group and, if an agreement has been executed with respect to that SemFuel Asset Group, upon the terms and conditions substantially set forth in the Agreement, and if no Agreement has been executed with respect to that SemFuel Asset Group, the Form APA; * state that the bidder will enter into a legally binding purchase and sale agreement or similar agreement; * include a clean and duly executed Asset Purchase and Sale Agreement and a marked Modified APA reflecting the changes from the applicable Agreement executed by the Purchaser; * state that the bidder is financially capable of consummating the transactions contemplated by the Modified APA; * specify each executory contract and unexpired lease that is to be assumed and assigned pursuant to the Modified APA; * not entitle the bidder to any transaction or break-up fee, expense reimbursement, or similar type of payment; and * include a cash deposit in an amount that represents the same percentage of the amount offered to purchase the applicable SemFuel Asset Group as the deposit amount set forth in the applicable Agreement for that SemFuel Asset Group bears to the purchase price, or if there is no agreement for that SemFuel Asset Group, 15% of the amount offered to purchase the applicable SemFuel Asset Group. If a person has a contractual right of first refusal to purchase SemFuel assets in any SemFuel Asset Group, the ROFR Holder will be allowed to participate in the auction, if any, and will be considered a Qualified Bidder if it submits a Modified APA. Each ROFR Holder will be permitted to match each higher bid submitted by a Qualified Bidder at the auction with respect to that SemFuel Asset Group and will not be required to comply with the bidding increment requirements. The Debtors provide these bidding increments for each SemFuel Asset Group: Asset Group 1 $300,000 Asset Group 2 350,000 Asset Group 3 250,000 Asset Group 4 50,000 Asset Group 5 50,000 The Debtors will notify bidders whether their bids have been determined to have qualified by July 31, 2009. If no timely, conforming Qualified Bids, other than the Agreement, are submitted by July 27, 2009, the Debtors may elect not to hold an auction and, instead, will seek approval of the Agreement with applicable Purchaser at a sale hearing scheduled on August 13, 2009. Objections to the sale are due August 6. In the event that the Debtors timely receive one or more Qualified Bids other than the Agreement for any SemFuel Asset Group, the Debtors will conduct an auction on August 3, 2009. The Debtors reserve the right to cancel the Auction at any time by delivering notice of cancellation to all Qualified Bidders. Good Faith Deposits will be returned to each bidder not selected by the Debtors as the Successful Bidder or the Back-Up Bidder. The Good Faith Deposit of the Back-Up Bidder will be held by the Debtors until one day after the closing of the sale transaction with the Successful Bidder. Contract Assumption The Debtors also seek the Court's authority to assume and assign to QuickTrip, U.S. Oil, and Magellan executory contracts related to the Buyers' purchased asset group. A list of the QuickTrip Assumed Contracts is available for free at http://bankrupt.com/misc/SemGroup_AssumedContracts.pdf A list of the U.S. Oil Assumed Contracts is available for free at http://bankrupt.com/misc/SemGroup_USOilAssumedContracts.pdf A list of the Magellan Assumed Contracts is available for free at http://bankrupt.com/misc/SemGroup_MagellanAssumedContracts.pdf Objections to the proposed cure amounts are due July 7, 2009. ExxonMobil Opposes Cure Amount ExxonMobil Pipeline Company and its affiliates object to the $0 cure amount proposed by the Debtors for a Joint Pipe Line Agreement until ExxonMobil has had a full and fair opportunity to determine the status of the Agreement. ExxonMobil complains that a day's notice is insufficient to determine which ExxonMobil entity is party to the Agreement and whether the actual cure amount is $0 or an amount more than $0. Westchester Fire Responds Westchester Fire Insurance Company and ACE USA do not object to the proposed bidding procedures or the sale of SEmFuel's assets. However, they stress that $840,000 tax bond it executed in favor for the Debtors is not subject to assumption to assignment to Magellan based on surety law and the Bankruptcy Code. * * * Judge Shannon will consider approval of the Bidding Procedures on July 14, 2009. Objections to the Bidding Procedures are due July 7. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SNTL CORP: 9th Cir. Allows Unsecured Creditors' Legal Fees ---------------------------------------------------------- WestLaw reports that the Ninth Circuit Court of Appeals has concluded that unsecured creditors may claim attorney fees incurred postpetition based on a prepetition contract with the debtor. The parties' execution of a prepetition agreement containing an attorney fees provision gives rise to a contingent, unliquidated attorney-fee claim. The Court noted that the Bankruptcy Code provision dealing with the determination of a claim's secured or unsecured status and with what may be included in an oversecured claim under 11 U.S.C. Sec. 506 does not provide an additional ground for the allowance or disallowance of unsecured claims, which is governed exclusively by a separate Code provision. In re SNTL Corp., --- F.3d ----, 2009 WL 1758759, 09 Cal. Daily Op. Serv. 7830 (9th Cir.). SNTL Corporation (Pink Sheets: SNLLQ) and its insurance-service affiliates filed for Chapter 11 protection (Bankr. C.D. Calif. Case Nos. 00-14099 through 00-14102, 02-14236 and 02-14239), confirmed a Chapter 11 plan, and were represented by Brad R. Godshall, Esq., at Pachulski, Stang, Ziehl, Young & Jones, P.C., in Los Angeles. SOUTHEAST WAFFLES: Waffle House Wants to Buy Firm for $18.6MM ------------------------------------------------------------- Court documents say that Southeast Waffles LLC's parent company, Waffle House Inc., will purchase the Company out of bankruptcy. Waffle House, under a new corporate entity called Newco, will spend $18.6 million in payments to Southeast Waffles' creditors and take control of its 105 restaurants over four states, according to court documents. Wendy Lee at The Tennessean relates that in return, Southeast Waffles will give Newco $800,000 in cash. According to The Tennessean, SunTrust Bank previously sued SouthEast Waffles owner James L. Shaub II, for allegedly misusing company money for his own gain. Court documents say that SunTrust is seeking $10 million in punitive damages from Mr. Shaub and a former chief financial officer. Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba Waffle House -- http://www.southeastwaffles.com-- operates restaurants. The company filed for Chapter 11 protection on August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552). Barbara Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose, Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert & Manner represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed assets and debt of between $10 million and $50 million each. STRICKER LP: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Stricker LP 2201 E. Lamar Arlington, TX 76006 Case No.: 09-44143 Chapter 11 Petition Date: July 7, 2009 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Gerrit M. Pronske, Esq. Pronske & Patel, P.C. 1700 Pacific Avenue, Suite 2260 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 Email: gpronske@pronskepatel.com Rakhee V. Patel, Esq. Pronske & Patel, P.C. 1700 Pacific Avenue, Suite 2260 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 Email: rpatel@pronskepatel.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Denis Stricker, the company's manager. Debtor's List of 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Transwestern Salary Engineers/ $21,395 Mgmt Admin I.B.S. Nightcrew, Dayporter $8,950 and Supplies City of Arlington Utility $4,321 Precision Landscape Landscaping $2,979 Arlington Disposal Utility $1,280 Trinity Advertising JLL Leasing Signage $942 & Graphics Kone Elevator Maintenance $442 Mild America Metals Metal Cleaning $419 Interiorscape Plant Service $209 Billman Air Conditioning Repair Services $194 Central Alert Monitoring $166 Carlisle's Engraving Co. Management Change $148 Signage Mister Sweeper Parking Lot Sweeping $141 Associated Time & Parking Gate Repair $137 Controls Tidy Aire Air Frescheners $130 AT&T Telephone Service $113 Hocutt Utility $70 SYNTAX-BRILLIAN: Court Confirms 2nd Amended Liquidating Plan ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware confirmed on July 6, 2009, Syntax-Brillian Corporation's second amended Chapter 11 liquidating plan, as modified. Under the Plan, general unsecured claims will receive pro rata distributions from a liquidating trust after payment of the trust's expenses and a "liquidating trust funding reimbursement." Holders of allowed prepetition credit facility claims will receive their pro rata distributions from a lender trust, after payment in full of allowed DIP facility claims. The explanatory disclosure statement did not provide for the estimated recovery by secured and unsecured creditors given the uncertainty about how much will be collected in lawsuits. A full-text copy of the Debtors' 2nd amended Chapter 11 liquidating plan is available at: http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq: BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp. design, develop, and distribute high-definition televisions (HDTVs) utilizing liquid crystal display (LCD) and, formerly, liquid crystal (LCoS) technologies. The Debtors sell their HDTVs under the Olevia brand name. SBC is also the sole shareholder of Vivitar Corp., a supplier of film cameras and a line of digital imaging products, including digital cameras. The Debtors filed separate petitions for Chapter 11 relief on July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407). Nancy A. Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at Greenberg Traurig LLP in New York, represent the Debtors as counsel. Victoria Counihan, Esq., at Greenburg Traurig LLP in Wilmington, Delaware, represents the Debtors as Delaware counsel. Five members compose the official committee of unsecured creditors. Pepper Hamilton, LLP, represents the Committee as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' balloting, notice, and claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $175,714,000 and total debts of $259,389,000. TECK RESOURCES: Moody's Upgrades Corp. Family Rating to 'Ba2' ------------------------------------------------------------- Moody's Investors Service upgraded Teck Resources Limited's Corporate Family Rating and senior secured notes rating to Ba2 from Ba3 and changed Teck's rating outlook to positive from negative. The senior secured notes rank pari passu with Teck's revolver and term loan, which are not rated. Moody's also raised Teck's Speculative Grade Liquidity rating to SGL-2 from SGL-3, representing good liquidity over the next 12 months. The upgrades were prompted by Teck's announcement of the sale of a C$1.74 billion equity stake in Teck's Class B subordinate voting shares to China Investment Corporation, with the net proceeds to be used to reduce bank debt. The upgrade and the positive outlook also reflect a firming of Teck's guidance for metallurgical (met) coal shipments at relatively attractive levels, and a stabilization of base metal prices. The positive outlook also considers the likelihood of further debt reduction later this year from the announced sale of a one-third interest in Teck's interest in the Waneta dam power assets. "Teck has made great strides in reducing its near-term debt maturities and total debt burden since making the top of the market, debt financed acquisition of 60% of Elk Valley Coal almost one year ago," said Terry Marshall, Moody's analyst. "Teck's May 2009 issuance of US$4.225 billion of senior secured notes replaced a like amount of short-term bridge loan and term loans with longer maturity debt. Now, by using the proceeds from CIC's private placement equity investment, in addition to a tax refund, announced gold asset sales proceeds, and cash on hand, Teck will be able to eliminate the bridge loan and reduce its term loan to approximately US$2.4 billion." While CIC is acting as a passive investor, there may be benefits to Teck in having a Chinese stakeholder given the importance of Chinese customers for the company's products. CIC's purchase agreement places limitations on CIC with respect to increasing or selling its stake. The private placement is scheduled to close on July 14, 2009. Teck's Ba2 corporate family rating reflects its still relatively high debt burden, volatile demand and pricing for its commodity products, which will remain unsettled until a global economic recovery is firmly established, and fairly high levels of operating and reinvestment risk inherent to the mining industry. The Ba2 rating favorably considers Teck's diversified operations, solid position across a variety of metals and ore markets, and high-quality assets in primarily politically stable regions. The rating also considers Teck's considerable debt service costs, as its recent US$4.225 billion notes issue was completed at interest rates averaging more than 10%. Teck's SGL-2 Speculative Grade Liquidity rating represents good liquidity over the next 12 months. Moody's estimates that Teck has approximately C$700 million of cash and full availability under its US$800 million revolving credit facility, which matures in 2012. Teck also has about C$275 million in conformed bi- lateral credit facilities of which approximately C$114 million is undrawn, the balance being used for letters of credit. Available liquidity combined with internally generated cash should be sufficient to cover all of the company's principal cash obligations, including interest expense, capital expenditures, working capital requirements and scheduled debt repayments of approximately US$640 million over the next year. Teck also has the ability to sell assets such as the potential sale of a partial interest in Elk Valley or its interest in the Fort Hills oil sands project, but all proceeds from assets sales are required to be used to reduce the company's term loan. Teck's credit agreements include a debt to EBITDA ratio of not greater than 4.75:1 at June 30, 2009, stepping up to 5.25:1 at September 30, 2009, and an EBITDA to interest coverage ratio of not less than 3.5:1 at June 30, 2009, reducing to 2.5:1 at September 30, 2009, and 2:1 at December 31, 2009. With anticipated reductions in debt and debt service costs, Teck should be able to comfortably comply with these covenants. Upgrades: Issuer: Teck Resources Limited -- Probability of Default Rating, Upgraded to Ba2 from Ba3 -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Secured Regular Bond/Debenture, Upgraded to Ba2, LGD3, 46% from Ba3, LGD3, 45% -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2, LGD3, 46% from Ba3, LGD3, 45% Outlook Actions: Issuer: Teck Resources Limited -- Outlook, Changed To Positive From Negative Moody's last rating action on Teck was on May 4, 2009, when Moody's affirmed its Ba3 CFR and assigned a Ba3 rating to its proposed senior secured notes issue. Teck Resources Limited, based in Vancouver, British Columbia, has a diversified business base with operations in metallurgical coal, zinc, copper, gold and other investment holdings. Its revenues in 2008 were C$6.9 billion. TMG HOLDINGS: 1st Circuit Tells Owner to Return $77,000 ------------------------------------------------------- The United States Court of Appeals for the First Circuit directs Edwin McCabe, a former lawyer, and his wife Karren, to pay Joseph Braunstein, the Chapter 7 trustee overseeing the liquidation of TMG Holdings, LLC, $77,573 on account of insurance proceeds he received in settlement of claims arising from wake damage a maritime towing company caused to a luxury houseboat on which the McCabes lived, and which was owned by TMG. The turnover action arose after Mr. McCabe, operating the estate as debtor-in-possession, expended estate funds in a way that actually decreased the value of the estate's primary asset, the houseboat. "Contrary to the district court, we hold that Mr. McCabe did not make these expenditures within the ordinary course of business. We reverse and remand on that issue. We affirm the court's denial of a jury trial on the turnover claim and its dismissal of the claim against the attorney working with the trustee," the Court of Appeals ruled. The McCabes lived on a houseboat, the Esperaunce, berthed in Charlestown, Massachusetts. It was owned by a limited liability company named TMG Holdings, LLC. The Esperaunce was Holdings' sole asset. Holdings was managed and 99% of its shares were owned by The McCabe Group, a professional corporation through which Mr. McCabe and others provided legal services. Mr. McCabe was the sole shareholder in The McCabe Group and held a 1% share in Holdings. Holdings chartered the Esperaunce to The McCabe Group, which in turn subchartered the boat to Mr. and Mrs. McCabe. The McCabe Group and Mr. and Mrs. McCabe each filed for bankruptcy (Bankr. D. Mass. Case No. 03-_____) on September 3, 2003, and Holdings filed (Bankr. D. Mass. Case No. 04-_____) on February 20, 2004. Mr. McCabe functioned as debtor-in-possession in all three cases, which were Chapter 11 filings. After the initial filings, on December 18, 2003, the Esperaunce was damaged by the wake of a tugboat owned by Dann Ocean Towing. The McCabes filed a claim with Dann's insurance company, which was settled for $95,230.95 on December 8, 2004. Under the settlement agreement, $17,658.26 was earmarked for alternate living arrangements for the McCabes while $77,572.69 was for damage to the Esperaunce. The trustee does not dispute that the $17,658.26 belonged to the McCabes. While McCabe was the debtor-in- possession, he did not open a separate account in that capacity. Rather, he commingled the insurance funds with the funds in his and his wife's personal account. The McCabes deposited all of the insurance proceeds into that account, which was held in Karren's name. Without notifying the bankruptcy court or seeking its approval, the McCabes arranged to have work done on the Esperaunce from the insurance proceeds. They spent $47,310 to have the boat towed to a marina in Gloucester, Massachusetts on October 30, 2004, and to have initial repair work conducted. That work consisted of dismantling or demolishing portions of the boat. The record shows that this work was done to repair the wake damage, to enable refurbishment of the houseboat's structure in order to address water damage that predated the wake incident, and to make structural improvements to the boat. Despite the wake damage, the McCabes had continued to live on the houseboat while they settled their claim with the insurer. The work actually done and paid for decreased the value of the boat. On February 16, 2005, the bankruptcy proceedings for Holdings and McCabe were converted to Chapter 7 liquidations and Mr. Braunstein was appointed as the Chapter 7 trustee (he had been appointed interim trustee in The McCabe Group's case on November 5, 2004). Mr. McCabe ordered a halt to the repair work on February 16 and Mr. Braunstein took possession of the Esperaunce. Mr. Braunstein received an offer to purchase the Esperaunce, and sold it in November 2005, with bankruptcy court approval, for $42,000. Mr. Braunstein filed a complaint against the McCabes in bankruptcy court (Bankr. D. Mass. Adv. Pro. No. 05-____) on February 28, 2005 requesting, under 11 U.S.C. Sec. 542, a turnover and accounting of estate property in the McCabes' possession, "including but not limited to certain insurance settlement proceeds obtained by [Edwin] McCabe and Karren McCabe post-petition and without bankruptcy court approval," as well as a restraining order to prevent the McCabes from spending any more estate funds. No claim was made of fraudulent transfer. The McCabes asserted counterclaims alleging Mr. Braunstein initiated the adversary proceeding in bad faith and was in breach of his fiduciary duty as trustee. They also answered the turnover claim and demanded a jury trial on it. On May 23, 2006, Braunstein sued Dann, the owner of the boat that caused the wake damage, for negligence in federal district court in Massachusetts under the court's admiralty jurisdiction. Dann brought a third-party claim for indemnification against the McCabes. The McCabes counterclaimed against Mr. Braunstein, alleging conversion and breach of fiduciary duty, and filed a fourth-party complaint against Craig J. Ziady, Esq., the Trustee's counsel, for negligent misrepresentation based on his failure to give them notice of the sale of the Esperaunce. On motion of the parties, the district court consolidated the negligence claim in admiralty and the turnover claims in bankruptcy on December 12, 2006. Mr. Ziady moved to dismiss the fourth-party complaint against him on December 28, 2006. At the motion hearing, the court stated it would dismiss because Mr. Ziady owed no legal duty to the McCabes, and on February 13, 2007, it entered an electronic order granting the motion. The McCabes moved for reconsideration, arguing that the existence of a legal duty is not an element of a negligent misrepresentation claim. They also sought leave to amend their fourth-party complaint to assert a claim against Mr. Ziady for promissory estoppel. The court denied the motion on February 28, 2007. On January 3, 2008, the court entered an order denying the McCabes' jury trial demand in the turnover case. The negligence case was tried first under the court's admiralty jurisdiction. On January 10, the jury entered a verdict in favor of Dann on Mr. Braunstein's negligence complaint against the company. It concluded that McCabe had acted as Holdings' authorized agent in settling with Dann and that the Holdings estate therefore did not have a claim against Dann that Mr. Braunstein could assert. The court held a bench trial on the turnover claim immediately after the conclusion of the negligence case. At the trial, Mr. McCabe testified that Holdings, the owner of the boat, "was not in business" and that "there were no operations of Holdings." The repairs were meant to "enhance" the value of the houseboat, and there was a significant amount of work to be done not covered by the insurance. The reason for the repair of the houseboat, Mr. McCabe testified, was that he and his wife loved it. He testified that he considered that it was in the best interest of the creditors for him to use the houseboat "as [his] principal residence," and to "pay[ ] all the attendant costs." He did not intend to pay the creditors from the operations of Holdings, since there were no operations, but he hoped to pay the creditors personally. The houseboat had been purchased primarily from funds from The McCabe Group, which McCabe provided to The McCabe Group. As a result, he paid no rent to Holdings, but rather took an offset of $1,600 a month against his contributions to the purchase price. The Court found the McCabes had incurred the repair expenditures in good faith and that they "were reasonable, necessary, and proper expenses." It found the expenditures were made in the ordinary course of business and that Mr. McCabe thus had the authority, as debtor-in-possession, to enter into the expenditures without notice to the court and creditors and a hearing. The Court ordered the McCabes to turn over the remaining portion of the settlement funds -- $30,262.69 -- and, on the basis that the McCabes had commingled the remaining estate funds with their personal funds, considered whether to reduce the amount to be turned over to the lowest intermediate balance of the combined account. It ordered turnover of the full $30,262.69 because it found the balance of the McCabes' account never dropped below that level. Following its review, the First Circuit ruled that the judgment of the district court finding that the McCabes' expenditure of $47,310.00 was made in the ordinary course of business and ordering the McCabes to turn over no more than $30,262.69 is reversed, and the case is remanded for entry of an order that the turnover amount is $77,572.69, with pre-judgment interest in a sum to be determined by the district court. Further, the First Circuit ruled that the orders of the district court denying the McCabes' jury trial demand, dismissing the fourth-party complaint against Mr. Ziady, and denying the McCabes' motion for reconsideration and for leave to amend are affirmed. Additionally, the First Circuit awarded costs to the Chapter 7 Trustee. TOP SHIPS: Earns $25.6 Million in Year Ended December 31 -------------------------------------------------------- Top Ships filed its Annual Report on Form 20-F, on June 29, 2009, for the year ended 2008. At December 31, 2009, the Company's balance sheet showed total assets of $698.3 million, total liabilities of $406.3 million and total stockholders' equity of $292.0 million. The Company reported net income of $25.6 million for the year ended December 31, 2009, compared with net loss of $49.0 million for the same period in the previous year. As of December 31, 2008, the Company was not in compliance with certain covenants. The Company classified all its debt obligations as current at December 31, 2008, as a result of cross default provisions included in guarantees provided by the Company to financing institutions in favor of its subsidiaries. A cross default provision means that if the Company defaults on one loan it immediately defaults on all loans that contain the provision. During 2009, the Company may also be in breach of liquidity and minimum cash covenants as a result of using its restricted cash. The audit opinion of Deloitte, Hadjipavlou, Sofianos and Cambanis S.A. regarding the 2008 financial statements of the Company which were included in the Company's Annual Report on Form 20-F, are unqualified. However, the opinion includes an explanatory going concern paragraph which states: "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company's inability to comply with financial covenants under its current loan agreements as of December 31, 2008 and its negative working capital position raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty." A full-text copy of the Form 20-F is available for free at http://ResearchArchives.com/t/s?3ec1 Top Ships Inc. also disclosed that it redelivered the MT Relentless (DWT 47,081) to its owners and paid a termination fee of $2.5 million. The termination fee and redelivery of the vessel were part of the termination agreement signed in April 2009. This was the last leased vessel in Top Ships' fleet. Evangelos Pistiolis, chief executive officer of Top Ships, commented, "The redelivery of the M/T Relentless marks the completion of our fleet renewal strategy that started almost two years ago. The company is now left with very young tonnage and good charters which is the right mix to have during these difficult market conditions." About TOP Ships Inc. Based in Athens, Greece, TOP Ships Inc.(NasdaqGS:TOPS) fka TOP Tankers Inc., is an international provider of worldwide seaborne crude oil and petroleum products and drybulk transportation services. The Company operates a combined tanker and drybulk fleet. TOUSA INC: Court Dismisses Citi & Wells' Third-Party Suits ---------------------------------------------------------- At the behest of Tousa Inc. and its affiliates, the U.S. Bankruptcy Court for the Southern District of Florida has dismissed the third party complaints brought by Citicorp North America, Inc., as administrative agent for the first lien term loan lenders, and Wells Fargo Bank, N.A., as administrative agent for the second lien term loan lenders against Tousa. The dismissal of the Third-Party Complaint comes as the Bankruptcy Court is set to hold a trial on an adversary proceeding commenced by the the Creditors Committee against the lenders. It claims that Tousa's operating subsidiaries were required to guarantee and pledge their assets for an $800 million loan that gave them no benefit. Under their Third-Party Complaint, Citicorp and Wells Fargo allege that if the Official Committee of Unsecured Creditors establishes its allegations that the Conveying Subsidiaries were insolvent on July 31, 2007, then the Debtors would have materially breached their obligations under the First and Second Lien Term Loan Credit Agreements. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, argues that despite the insolvency allegations, Citicorp and Wells Fargo consistently admitted that the Debtors were solvent on July 31, 2007. Each witness of Citicorp, including David Mode, Marni McManus, and Svetoslav Nikov, testified that the Debtors were solvent on a consolidated basis on July 31, 2007. Mr. Singerman emphasizes that the witness testimonies were important because those people were integral in facilitating or approving the Debtors' term loans. The expert reports produced by Citicorp and Wells Fargo in the Committee Action also show that TOUSA was solvent by at least $170 million as of July 31, 2007. Moreover, Mr. Singerman asserts Citicorp's presumptive arguments that its claims against the Debtors are "pleaded in the alternative," will offer them no respite from their burden at the current stage of the Committee Action. Pursuant to the Committee's complaint against the Debtors' Prepetition Secured Lenders, the Committee alleges only that certain of TOUSA's subsidiaries -- the "Conveying Subsidiaries" -- were insolvent or rendered insolvent by the July 31, 2007 transactions. Notably, he stresses, Citicorp and Wells Fargo did not adopt the contentions of the Committee nor cite any evidence in support of their allegations in their Third-Party Complaints. It is undisputed, however, that the solvency representation in the First and Second Lien Term Loan Credit Agreements is a representation on a consolidated basis. Accordingly, a win for the Committee in the Committee Action would not automatically result in a win for Citicorp and Wells Fargo in their complaints against the Debtors, Mr. Singerman argues. Citicorp's and Wells Fargo's third-party claims are independent breach of contract claims, and thus cannot stand without an independent evidentiary showing from Citicorp and Wells Fargo, he maintains. In addition, Mr. Singerman continues that although a party may plead in the alternative, it cannot proceed to trial on two fundamentally inconsistent theories if it has admitted -- as what Citicorp and Wells Fargo have done -- facts that negate one of those theories. With regard to the Debtors' requests for admission, which asked which of the TOUSA Entities Citicorp and Wells Fargo allege were insolvent, Wells Fargo began each of its responses with an objection that the request was "premature." Citicorp and Wells Fargo are thus trying to use their "alternative pleading" not only as to hold the Debtors liable based on a currently non-existent scenario, but also to avoid discovery on their third-party claims, he contends. In essence, the Debtors have challenged Citicorp and Wells Fargo to present the facts supporting the allegations of insolvency in their Third-Party Complaints, and Citigroup and Wells Fargo have failed to do so. Against this backdrop, the Debtors assert that they are entitled to summary judgment. 13-Page Opinion on Dismissal According to Bill Rochelle at Bloomberg, Judge John K. Olson, in his opinion dismissing the Third-Party Complaint, noted that the Committee never contends that Tousa and all of its subsidiaries together were made insolvent. The Committee only contends that the operating subsidiaries were made insolvent. Judge Olson, according to the report, points out that the solvency guarantee given by Tousa only says that the companies are solvent on a consolidated basis. Because Tousa never promised that the operating subsidiaries are solvent, Judge Olson, Mr. Rochelle relates, concluded there is no basis for the lawsuit. In the course of his 13-page opinion, Judge Olson says the banks "effectively stonewalled" Tousa's efforts to learn the facts underlying the banks' lawsuit. The judge also dismissed the banks' suit against Tousa as a matter of what he called "fundamental fairness." CIT's Third-Party Complaint CIT Group Business Credit, Inc., and the creditors designated as the Senior Transeastern Lenders also filed third-party complaints agianst the Debtors. The Senior Transeastern Lenders assert recoupment rights arising from the Debtors' obligations under the $450 million Credit Agreement and Mutual Release and Consent Agreement, underwhich CIT Group is administrative agent. Both Tousa and the Committee argue that the complaints should be striked as they were filed only 8 days before the close of fact discovery and more than five months after the deadline set by the Court. The Committee, however, disagrees that the Third-Party Claims should be severed and stayed pending resolution of the Committee Action. A staying of the Third-Party Claims will needlessly lead to further delay and costs and the prospect of a second proceeding to address the Third-Party Claims makes little sense, the Committee points out. Counsel Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, asserts that the Senior Transeastern Lenders' recoupment claims should be allowed because they are counterclaims or crosscliams, not third-party claims, and thus are not prohibited by the Court. CIT Group insists that the Claims should be tried together in July with the primary claims in the Committee's Third Amended Complaint. "To sever and stay the Claims would create additional yet unnecessary expense and delay, since the Claims are inescapably tied to the facts and evidence relevant to the fraudulent conveyance counts," CIT Group stresses. CIT Group thus asks the Court to (i) deny the Debtors' Motion to Strike; and (ii) allow the Claims to be tried in July along with the remaining issues in the Committee Action. About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets high-quality detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TOUSA INC: Court OKs Sale of Austin Assets for $11.5 Million ------------------------------------------------------------ At the behest of Tousa Inc., the U.S. Bankruptcy Court for the Southern District of Florida authorizes Debtor Newmark Homes, L.P., to enter into an asset purchase agreement with Scott Felder Homes, LLC, for the certain Newmark Homes assets located in Austin, Texas, for $11.5 million. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, says that under their revised business strategy, the Debtors intend to continue their operations in the state of Texas, including the development of 23 communities in Austin, 32 communities in Houston, and 12 communities in San Antonio. The Debtors market their homes under the brand names, "Newmark Homes," "Trophy Homes," and "Fedrick, Harris Estate Homes." The Debtors relate that their business in the Texas Region has been less affected by challenging market conditions compared to other regions where they operate. Mr. Singerman notes that the Debtors and their financial advisor, Lazard Freres & Co., conducted extensive efforts in marketing the Texas Assets from February 2009 through mid-April 2009. The Debtors subsequently determined that value would be maximized if the Texas Assets were sold by division. Among offers they received, the Debtors determined that the $11.5 million offer from Scott Felder Homes, which intended to buy 16 out of the 23 communities within the Austin Division, is the best offer received for the Austin Assets. The Debtors emphasize that Scott Felder Homes' offer represents fair value not only in light of their extensive marketing efforts, but also because the purchase price reflects appropriate value in the face of the current homebuilding industry conditions. Indeed, the sale of the Austin Division pursuant to Scott Felder Homes APA recognize an immediate and certain infusion of cash proceeds and is the best way for the Debtors to monetize their interest in the Austin Division, Mr. Singerman avers. The salient terms of the Scott Felder Homes Asset Purchase Agreement are: (a) Scott Felder Homes will acquire from Newmark Homes 16 communities of the Debtor's Austin development for $11,508,000. The Assets to be acquired include all unsold lots , all lot purchase agreements, all owned and leased model homes, certain fixed assets, information technology and other assets relevant for the operation of the Austin Division. (b) Newmark Homes will assume and assign, subject to the consent of the applicable landlord, assign to Scott Felder Homes: -- model home leases with certain landlords in the 16 Communities; -- the option contracts identified on the Purchase Agreement and any applicable lot sale contracts; -- the condominium agreement identified on the Purchase Agreement, any and all development rights that Newmark Homes currently has, certain computer software rights identified on the Purchase Agreement and any rights of first option or first refusal held by Newmark Homes; (c) Newmark Homes, subject to the consent of the landlord, will grant Scott Felder Homes a sublease of its lease of the main office and design center in the Austin Division. The lease payments for the main office and design center amount to $30,000 per month. Commencing on January 1, 2010, Scott Felder Homes will make sublease payments of $10,000 per month. Newmark Homes will pay the remaining $20,000. The lease will expire on September 30, 2010. (d) Scott Felder Homes will deposit $1,150,800 with Universal Land Title. About 10% of the Escrow Deposit will apply to the portion of the purchase price required to be paid at each respective closing. At the Final Closing, the remaining balance will be payable to or at the direction of Scott Felder Homes. (e) The Initial Closing will take place 30 days after Court Approves the Debtors' Sale Motion but in no event later than July 15, 2009. (f) Not less than 10 days before each Subsequent Closing, Scott Felder Homes will identify the portion of the Subsequent Lots that it intends to acquire at the Subsequent Closing. In addition, starting 120 days after the Initial Closing and every 90 days thereafter until the 390th day, Scott Felder Homes is obligated to acquire, within each period, Subsequent Lots equal in value to and not less than 1/5 of the total value of the lots existing on the effective date. (g) If Scott Felder Homes defaults under the APA by failing to consummate the Initial Closing or any Subsequent Closing, Newmark Homes will be entitled to retain the Escrow Deposit as liquidated damages. Under certain circumstances, Scott Felder Homes will forfeit the right to use architectural plans for other than lots actually purchased and may be required to reassign model home leases. If Scott Felder Homes is in breach of any other obligation, Newmark Homes at its option may terminate the APA, receive the Escrow Deposit, and seek damages for a default. (h) If Newmark Homes breaches the APA after the Court's approval, Scott Felder may either obtain a return of the Escrow Deposit or enforce the Purchase Agreement by specific performance or seek damages up to one half of the purchase price. If Court approval is not obtained, Scott Felder Homes may terminate the APA and obtain a return of Escrow Deposit. About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets high-quality detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TOUSA INC: Formal 3rd Quarter 2008 Results Filed ------------------------------------------------ TOUSA, Inc., filed its quarter report for the three months ended September 30, 2008, on Form 10-Q with the U.S. Securities and Exchange Commission on May 26, 2009. Tommy L. McAden, executive vice president, director and chief financial officer of TOUSA, disclosed that the Company's total revenues decreased 50% to $251 million for the three months ended September 30, 2008, from $501.2 million for the three months ended September 30, 2007. This decrease is primarily attributable to a 50% decrease in homebuilding revenues. For the three months ended September 30, 2008, the Company reported a loss from continuing operations before reorganization items and the benefit for income taxes of $116.2 million as compared to a loss from continuing operations before benefit for income taxes of $609.8 million for the three months September 30, 2007. Results from continuing operations for the three months ended September 30, 2008, include charges totaling $107 million related to inventory impairments, abandonment costs, joint venture impairments, goodwill impairments and the provision for settlement of loss contingency. During the three months ended September 30, 2008, the Company recognized $18.7 million of reorganization expenses related to its bankruptcy cases. Inventory impairments charges for the third quarter of 2008 totaled $65 million as compared to $63.3 million for the third quarter of 2007. These charges were recognized in discontinued operations. For the third quarter of 2008, the Company also recognized $18.7 million of reorganization expenses related to its bankruptcy proceedings. Mr. McAden related that TOUSA's effective tax rate from continuing operations was 2% for the third quarter of 2008. The effective tax rate for the three months ended September 30, 2008 was primarily impacted by a valuation allowance on the Company's deferred tax asset, he noted. TOUSA reported a loss from continuing operations, net of taxes, of $132.2 million for the third quarter of 2008. For the same period in 2007, the Company had a loss of $615.8 million from continuing operations, net of taxes. A full-text copy of TOUSA's 2008 3rd Quarter Report on Form 10-Q is available at the SEC at http://ResearchArchives.com/t/s?3e29 TOUSA, INC., and Subsidiaries Consolidated Balance Sheet As of September 30, 2008 ASSETS HOMEBUILDING: Cash and cash equivalents: Unrestricted $277,500,000 Restricted 19,900,000 Inventory: Deposits 19,200,000 Homesites and land under development 235,700,000 Residences completed and under construction 282,900,000 Inventory not owned 9,600,000 -------------- 547,400,000 Property and equipment, net 15,200,000 Investments in unconsolidated joint ventures 3,000,000 Receivables from unconsolidated joint ventures - Other assets 62,000,000 Goodwill - Assets held for sale 2,700,000 -------------- 927,700,000 FINANCIAL SERVICES: Cash and cash equivalents: Unrestricted 13,600,000 Restricted - Mortgage loans held for sale 5,000,000 Other assets 4,000,000 -------------- 22,600,000 -------------- Total assets $950,300,000 ============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) HOMEBUILDING: Accounts payable and other liabilities $121,600,000 Customer deposits 17,800,000 Obligations for inventory not owned - Notes payable - Bank borrowings - Liabilities associated with assets held for sale 400,000 -------------- 139,800,000 FINANCIAL SERVICES: Accounts payable and other liabilities 1,300,000 Bank borrowings - -------------- 1,300,000 -------------- Total liabilities not subject to compromise 141,100,000 Liabilities subject to compromise 2,080,000,000 -------------- Total liabilities 2,221,100,000 Commitments and contingencies Stockholders' deficit: Preferred stock, at $0.01 par value 11,600,000 Common stock, at $0.01 par value 600,000 Additional paid-in capital 565,500,000 Accumulated deficit (1,848,500,000) -------------- Total stockholders' equity (deficit) (1,270,800,000) -------------- Total liabilities and stockholders' equity $950,300,000 ============== TOUSA, INC., and Subsidiaries Consolidated Statement of Operations For The Quarter Ended September 30, 2008 HOMEBUILDING: Revenues: Home sales $246,600,000 Land sales 300,000 -------------- 246,900,000 Cost of sales: Home sales 194,100,000 Land sales 1,500,000 Inventory impairments and abandonment costs 97,100,000 Other - -------------- 292,700,000 -------------- Gross profit (loss) (45,800,000) -------------- Selling, general and administrative expenses 44,000,000 Loss (income) from unconsolidated joint ventures, net (100,000) Impairment of investments in and receivables from unconsolidated joint ventures and 9,900,000 Provision for settlement of loss contingency - Goodwill impairments - Interest expense 16,900,000 Other income, net (800,000) -------------- Homebuilding pretax income (loss) (115,700,000) FINANCIAL SERVICES: Revenues 4,100,000 Expenses 4,600,000 -------------- Financial Services pretax income (loss) (500,000) -------------- Loss from continuing operations before income taxes (116,200,000) Reorganization items 18,700,000 Provision (benefit) for income taxes (2,700,000) -------------- Loss from continuing operations, net of taxes (132,200,000) Discontinued operations: Loss from discontinued operations (600,000) Loss from disposal of discontinued operations - Benefit for income taxes - -------------- Loss from discontinued operations, net of taxes (600,000) -------------- Net loss (132,800,000) -------------- Dividends and accretion of discount on preferred stock 2,500,000 -------------- Net loss available to common Stockholders ($135,300,000) ============== TOUSA, INC., and Subsidiaries Consolidated Statement of Cash Flows For The Quarter Ended September 30, 2008 Cash flows from operating activities: Net loss ($797,800,000) Loss from discontinued operations 3,800,000 -------------- Loss from continuing operations (794,000,000) Adjustments to reconcile loss from continuing operations to net cash used in operating activities, net of effects of acquisitions and dispositions: Depreciation and amortization 10,400,000 Non-cash compensation expense 2,500,000 Non-cash interest expense 38,400,000 Reorganization items, net 105,400,000 Loss on early termination of debt - Provision for settlement of loss contingency - Loss on impairments and abandonment costs 574,100,000 Goodwill impairments 11,200,000 Write-down of receivables 5,700,000 Deferred income taxes - Loss (income) from unconsolidated joint ventures (400,000) Distributions of earnings from unconsolidated joint ventures 200,000 Impairment of investments in/receivables from unconsolidated joint ventures and related 1,100,000 Changes in operating assets and liabilities Restricted cash (9,200,000) Inventory 143,200,000 Receivables from unconsolidated joint ventures (1,400,000) Other assets 216,200,000 Mortgage loans held for sale 10,000,000 Accounts payable and other liabilities (4,500,000) Customer deposits (16,100,000) -------------- Net cash used in operating activities 292,800,000 Cash flows from investing activities: Acquisitions, net of cash required - Net disposals (additions) to property and equipment (800,000) Investments in unconsolidated joint ventures (1,600,000) Capital distributions from unconsolidated - joint ventures - -------------- Net cash used in investing activities (800,000) -------------- Cash flows from financing activities: Net borrowings from revolving credit facilities (28,100,000) Principal payments on notes payable (37,700,000) Net repayments of Financial Services bank borrowings (7,800,000) Payments for deferred financing costs (2,900,000) -------------- Net cash provided by (used in) financing activities (76,500,000) -------------- Net cash provided by (used in) continuing operations 215,500,000 Cash flows from discontinued operations: Net cash used in operating activities (900,000) Net cash provided by financing activities - -------------- Net cash provided by (used in) discontinued operations (900,000) -------------- Increase in cash and cash equivalents 214,600,000 Cash and cash equivalents at beginning of year 76,500,000 -------------- Cash and cash equivalents at end of year $291,100,000 ============== About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets high-quality detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TOUSA INC: Presents Protocol for Settling Preference Actions ------------------------------------------------------------ Tousa Inc. and its affiliates relate that they may hold several valid claims under Sections 547 and 550 of the Bankruptcy Code that are subject to avoidance and recovery of preferential prepetition transfers. The Debtors thus propose these uniform procedures to govern the settlement of Preference Actions: (a) For settlements of claims where the amount demanded is less than $75,000, no further Court approval will be required. (b) For settlements of claims where the amount demanded is between $75,001 and $150,000, no further Court approval will be required if the settlement amount is equal to or greater than 65% of the amount demanded. (c) For settlements of claims where the amount demanded is between $150,001 to $500,000, approval to enter in the settlement agreement will be required from the liquidating trustee installed pursuant to a plan of liquidation that may be confirmed by the Court with no further Court approval. If, however, the settlements are reached prior to confirmation of the Debtors' plan of liquidation, then the Debtors will seek Court approval. (d) For settlements of claims where the amount demanded is greater than $500,001, Court approval will be required. (e) Whenever Court approval is required by these procedures, approval may be obtained in accordance with the applicable rules, including the Federal Rules of Bankruptcy Procedure and the local rules of the Court permitting the use of negative notice. (f) The Debtors may seek further Court approval of any settlement they consider to be in the best interests of their estates. Approval may be obtained in accordance with the applicable rules, including the Federal Rules of Bankruptcy Procedure and the local rules of the Court permitting the use of negative notice. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, relates that the proposed Preference Action Procedures will permit the efficient prosecution and resolution of the many anticipated preference actions. The Debtors aver that the Procedures will allow them to keep confidential the terms of the settlements of certain matters, so as not to provide any unfair advantage to other creditors or preference defendants. Accordingly, pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, the Debtors ask the Court to approve their proposed procedures for the settlement of Preference Actions. About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets high-quality detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. The Official Committee of Unsecured Creditors hired Patricia A. Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets of $1,734,422,756 and total liabilities of $2,300,053,979. Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TOUSA Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMP ENTERTAINMENT: Court Approves Hiring of Four Firms -------------------------------------------------------- On July 2, 2009, the U.S. Bankruptcy Court for the District of New Jersey granted TCI 2 Holdings, LLC, et al., authorization to employ: a) Fox Rothschild LLP as special counsel, nunc pro tunc to the petition date. Fox Rothschild will represent the Debtors in cases involving labor and employment law. b) Richards, Layton & Finger, PA as special counsel, nunc pro tunc to the petition date. RL&F will give the Debtors general corporate advice under Delaware law, and in particular under the laws governing corporations and other business entities. c) McElroy, Deutsch, Mulvaney & Carpenter LLP as special counsel nunc pro tunc to the petition date. MDMC will represent the Debtors in the defense of workers' compensation claims filed by various petitioners in the State of New Jersey Division of Workers' Compensation. d) Deloitte Financial Advisory Services LLP as financial advisor and consultant to the Debtors nunc pro tunc to May 18, 2009. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. UNITED SUBCONTRACTORS: S&P Deletes 'D' Rating Following Emergence ----------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on United Subcontractors Inc., including the 'D' corporate credit rating, per the Company's request following its emergence from Chapter 11 bankruptcy protection. Edina, Minnesota-based USI is a provider of insulation installation services. US MORTGAGE: Files Disclosure Statement; August 18 Hearing Set -------------------------------------------------------------- US Mortgage Corp. and CU National Mortgage, LLC, have filed with the U.S. Bankruptcy Court for the District of New Jersey a proposed disclosure statement with respect to their joint plan of liquidation, dated as of June 22, 2009. The Court has set the hearing on the adequacy of the disclosure statement for August 18, 2009, at 11:00 a.m. Plan Terms Under the Plan, allowed unsecured claims will receive a pro rata distribution of funds in the Trust, without interest. The Debtors' scheduled unsecured claims total $216,861,185 in the USM case and $206,972,193 in the CU National case. Holders of restitution claims will receive a pro rata distribution from those assets of both the Debtors and Michael McGrath, Jr., seized by the United States Attorney's Office. The Debtors estimate these funds to total approximately $13 million. Because the bar dates have not passed and no causes of action have been commenced, the Debtors cannot estimate the potential dividend to holders of allowed unsecured claims or holders of restitution claims. Holders of Interests will receive no distribution on account of their Interests in the Debtors and their Interests in the Debtors will be cancelled. Holders of Interests in the Debtors are, thus, deemed to have rejected the Plan. Means of Implementation Funding for the distributions to be made under the Plan will come from cash from the liquidation of the assets or cash on hand. On the Plan's Effective Date, title to all causes of action, assets and cash of the Debtors and their estates will vest in the Trust. Avoidance actions and causes of action will be transferred to the Trust to be pursued, in the Trust and the Trustee's discretion, for the sole benefit of unsecured creditors. The Debtors' schedules disclosed in excess of $42 million in payments made by the Debtors within the 90 days preceding the petition date. Not all of these payments, however, are preferential and, therefore, not all of these payments are subject to recovery. Classification and Treatment of Claims and Interests The Plan places the various claims against the Debtors into 4 classes: Status Voting Rights ---------- -------------------- Class 1 Priority Claims Unimpaired Not Entitled to Vote Class 2 Unsecured Claims Impaired Entitled to Vote Class 3 Restitution Claims Impaired Entitled to Vote Class 4 Interests Impaired Not entitled to Vote Cramdown Pursuant to the "cramdown" provisions of the Bankruptcy Code, the Debtors may seek confirmation of the Plan, despite the non-acceptance of one or more impaired Classes of Claims and or Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code. Based in Pine Brook, New Jersey, U.S. Mortgage Corp. -- http://2usmortgage.com/-- was a licenced mortgage banker founded in 1996. USM originated mortgages through a network of branch offices, as well as sold mortgages in the secondary market to investors and other parties. CU National Mortgage, LLC was developed to serve the needs of the credit union industry. On February 23, 2009, USM filed for Chapter 11 relief in the U.S. Bankruptcy Court for the District of New Jersey. CU National filed for bankruptcy protection on April 1, 2009, in the same Court. The cases are being jointly administered under Case No. 09-14301. The Debtors commenced bankruptcy proceedings after allegations surfaced that they sold mortgages more than once and engaged in other alleged improprieties. Bruce D. Buechler, Esq., Kenneth Rosen, Esq., and Nicole Stefanelli, Esq., at Lowenstein Sandler PC, serve as bankruptcy counsel. The Debtor listed $10 million to $50 million in assets and $100 million to $500 million in debts. US AIRWAYS: Files Annual Report on Amwest 401(K) Plan ----------------------------------------------------- US Airways Group, Inc., Executive Vice President and Chief Financial Officer Derek J. Kerr filed with the U.S. Securities and Exchange Commission on June 25, 2009, an annual report on America West Airlines' 401(k) Plan. The 401(k) Plan is a defined contribution benefit plan intended to be a qualified cash or deferred compensation arrangement under Section 401(k) of the Internal Revenue Code, as amended, and to qualify under Section 401(a) of the IRC. The 401(k) Plan was established on January 1, 1989 for certain employees of America West Holdings Corporation, LLC. The 401(k) Plan covers certain employees covered by Air Line Pilots Association collective bargaining agreements, certain employees represented by the Association of Flight Attendants and certain employees represented by the International Association of Machinists & Aerospace Workers. The Plan covers employees provided they are at least 18 years of age but excludes those individuals not classified as employees and those classified as temporary by the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. On January 1, 2008, the Plan Sponsor transferred a portion of the Plan into the US Airways, Inc. Employee Savings Plan. As a result, $119.3 million of assets and liabilities were transferred out of the Plan. These transfers included the account balances of certain employees represented by the Airline Customer Service Employee Association -- IBT and CWA, certain employees represented by the Transport Workers Union and certain non-contract employees. On October 1, 2008, the Plan Sponsor transferred the account balances of certain employees represented by the IAM into the US Airways, Inc. Employee Savings Plan. As a result, $30.9 million of assets and liabilities were transferred out of the Plan. Eligible employees electing to participate in the Plan make contributions to the Plan via payroll deductions. Each year a Plan participant may contribute up to 50% of pre-tax compensation subject to IRC limits ($15,500 for 2008), as defined in the Plan, unless the participant is classified as a highly compensated employee, as defined by the IRC. The contribution percentage may not exceed a certain percentage of pre-tax annual compensation, as determined by the Plan administrator, if the participant is a highly compensated employee. The amount of contribution that may be made by a participant to the Plan will be a whole percentage of a participant's eligible compensation. In addition, participants age 50 and over are eligible to contribute extra pre-tax contributions above the annual Internal Revenue Service limitations ($5,000 for 2008). Participants may elect voluntary after-tax contributions up to 50% of the participant's compensation for the Plan year. The combined percentage of pre- tax and after-tax contributions may not exceed 100%. Participants who are represented by ALPA are eligible to receive a non-elective Company contribution of 10%, to begin on the first of the month following 90 days of service for these employees. Participants who are represented by AFA and IAM are eligible to receive a discretionary Company matching contribution, as determined annually by the Company's board of directors, which was 50% of the first 6% of eligible compensation for 2008. Future Care: The America West Air 401(k) Plan Statement of Net Assets Available December 31, 2008 and 2007 2008 2007 ASSETS Investments, at fair value $418,939,678 $754,846,408 LCC stock fund 1,175,321 3,103,202 Participant loans 18,015,317 20,332,585 ------------- ------------- Total investments 438,130,316 778,282,195 CONTRIBUTIONS RECEIVABLE Participant 187,018 706,553 Employer 51,559 150,483 ------------ ------------ Total receivables 238,577 857,036 ------------ ------------ Net assets available for benefits at fair value 438,368,893 779,139,231 Adjustment from fair value to contract value for fully benefit-responsive contracts 2,269,639 454,478 ------------- ------------- $440,638,532 $779,593,709 ============= ============= Future Care: The America West Air 401(k) Plan Statement of Changes in Net Asset Year Ended December 31, 2008 ADDITIONS Contributions: Participant contributions $28,408,863 Employer contributions 23,200,493 Participant rollovers 348,641 ------------ Total contributions 51,957,997 Interest and dividends: Dividends 10,604,245 Interest 2,386,705 ------------ Total interest and dividends 12,990,950 ------------ Total Additions 64,948,947 DEDUCTIONS Net depreciation in fair value of investments 231,760,778 Benefit paid to participants 21,867,221 Administrative expenses 107,712 ------------ Total deductions 253,735,711 Net decrease in net assets before plan asset transfers (188,786,764) Assets transferred to other plans (150,168,413) ------------ Decrease in net assets (338,955,177) Net assets available for benefits Beginning year 779,593,709 End Year $440,638,532 benefits-end of year ============ A full-text copy of the Annual Report on the America West 401(k) Plan is available for free at: http://ResearchArchives.com/t/s?3e6a About US Airways Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways Inc., Allegheny Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc., MidAtlantic Airways Inc., US Airways Leasing and Sales Inc., Material Services Company Inc., and Airways Assurance Limited LLC. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * According to the TCR in September 2008, Michael Lowry, project manager for AVIATION WEEK's latest Top-Performing Companies, said USAir has a "high risk" for a bankruptcy filing in 2009. As reported by the Troubled Company Reporter on May 12, 2009, Fitch Ratings affirmed the Issuer Default Rating of US Airways Group, Inc. at 'CCC'. Fitch also revised LCC's Senior secured credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior unsecured rating to 'C/RR6' from 'CC/RR6'. Fitch assigned a rating of 'C/RR6' to the company's new 7.25% senior unsecured convertible notes. The new notes mature in 2014 and have an initial conversion price of approximately $4.57 per share. Proceeds from the new notes will be used for general corporate purposes. Fitch no longer has a Rating Outlook on LCC. LCC's Rating Outlook had been 'Negative.' LCC's ratings reflect ongoing concern regarding the airline's liquidity position over the medium term, especially given the potential for prolonged weakness in demand driven by the global recession. US AIRWAYS: Mainline Capacity to Drop 4% to 6% in 2009 ------------------------------------------------------ US Airways Group, Inc., delivered to the U.S. Securities and Exchange Commission on July 6, 2009, a report updating its financial and operational outlook for 2009: * 2009 Capacity Guidance -- For 2009, domestic mainline capacity will be down eight to ten percent while total mainline capacity will be down four to six percent. Express capacity will be down four to six percent. * Cash -- As of March 31, 2009, the Company had approximately $2.1 billion in total cash and investments, of which $0.7 billion was restricted. In addition, as of March 31, 2009, the Company's Auction Rate Securities had a book value of $180 million ($411 million par value). While these securities are held as investments in non-current marketable securities on our balance sheet, they are included in the Company's unrestricted cash calculation. Included in the Company's restricted cash balance as of March 31, 2009 was $165 million related to letters of credit collateralizing certain counterparties to the Company's fuel hedging transactions. In addition, as of March 31, 2009, the Company had $79 million in cash deposits held by counterparties to its fuel hedging transactions, which are not included in the total cash balance. * During the second quarter, the Company completed a public offering of stock and convertible notes. The net proceeds from these offerings, including the exercise of overallotment options, after underwriting discounts and transaction fees, was approximately $234 million. US Airways anticipates that the ending second quarter total cash and investments balance will be approximately $2.25 billion of which approximately $0.58 billion will be restricted. Included in the Company's restricted cash balance is approximately $45 million of fuel hedge collateral, which will be reduced to approximately zero by the end of the third quarter. * Fuel -- US Airways uses costless collars on Heating Oil Futures as a fuel-hedging vehicle. For 2Q09, the Company had approximately 19 percent of its consolidated fuel consumption (25 percent mainline) hedged, and anticipated paying between $2.05 and $2.10 per gallon of jet fuel (including taxes and hedges). The weighted average collar range of the hedges in place is between $3.52 and $3.72 per gallon of heating oil, or between $142 and $151 per barrel of crude oil. The Company has not entered into any new hedge contracts since the third quarter, 2008. * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax earnings excluding special items up to a 10% pre-tax margin and 15% above the 10% margin. Profit sharing is excluded in the CASM guidance. * Cargo/Other Revenue -- Cargo/Other Revenue includes: cargo revenue, ticket change fees, excess/overweight baggage fees, first and second bag fees, contract services, simulator rental, airport clubs, Materials Services Company (MSC), and inflight service revenues. Cargo/Other revenues are lower than the previous guidance due to lower cargo volumes resulting from the sustained macroeconomic slowdown and the reinstatement of complimentary inflight beverages. The Company's a la carte revenue initiatives are expected to generate in excess of $400 million in revenue in 2009. * Taxes/NOLs -- As of December 31, 2008, the Company had approximately $1.49 billion of net operating loss carryforwards (NOL) to reduce future federal taxable income. Of this amount, approximately $1.44 billion is available to reduce federal taxable income in 2009. The Company's deferred tax asset, which includes the NOL, has been subject to a full valuation allowance. Future utilization of the NOL will result in a corresponding decrease in the valuation allowance and offset the Company's tax provision dollar for dollar. As of December 31, 2008, the Company's federal valuation allowance is $568 million and the state valuation allowance is $82 million. The Company did not recognize tax expense in the 2009 first quarter. To the extent profitable in 2009, the Company will use NOL to reduce federal and state taxable income. The Company does not expect to be subject to AMT liability in 2009; however, it could be obligated to record and pay state income tax related to certain states where NOL may be limited or not available to be used. A full-text copy of the Investor Relations Update is available at no charge at http://ResearchArchives.com/t/s?3eb3 About US Airways Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways Inc., Allegheny Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc., MidAtlantic Airways Inc., US Airways Leasing and Sales Inc., Material Services Company Inc., and Airways Assurance Limited LLC. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * According to the TCR in September 2008, Michael Lowry, project manager for AVIATION WEEK's latest Top-Performing Companies, said USAir has a "high risk" for a bankruptcy filing in 2009. As reported by the Troubled Company Reporter on May 12, 2009, Fitch Ratings affirmed the Issuer Default Rating of US Airways Group, Inc. at 'CCC'. Fitch also revised LCC's Senior secured credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior unsecured rating to 'C/RR6' from 'CC/RR6'. Fitch assigned a rating of 'C/RR6' to the company's new 7.25% senior unsecured convertible notes. The new notes mature in 2014 and have an initial conversion price of approximately $4.57 per share. Proceeds from the new notes will be used for general corporate purposes. Fitch no longer has a Rating Outlook on LCC. LCC's Rating Outlook had been 'Negative.' LCC's ratings reflect ongoing concern regarding the airline's liquidity position over the medium term, especially given the potential for prolonged weakness in demand driven by the global recession. US AIRWAYS: Reports June 2009 Traffic Results --------------------------------------------- US Airways Group, Inc. (NYSE: LCC) announced June, second quarter and year-to-date 2009 traffic results. Mainline revenue passenger miles (RPMs) for the month were 5.4 billion, down 4.1 percent versus June 2008. Capacity was 6.3 billion available seat miles (ASMs), down 6.1 percent versus June 2008. Passenger load factor for the month of June was a record 86.8 percent, up 1.8 points versus June 2008. US Airways President Scott Kirby said, "Our June consolidated (mainline and Express) passenger revenue per available seat mile (PRASM) was down approximately 20 percent versus the same period last year while total revenue per available seat mile only decreased approximately 18 percent on a year-over-year basis. These declines in unit revenues are driven by weaker demand for business travel and lower leisure yields as a result of the global economic recession." For the month of June, US Airways' preliminary on-time performance as reported to the U.S. Department of Transportation (DOT) was 78.0 percent with a completion factor of 98.9 percent. This summarizes US Airways Group's traffic results for the month, quarter and year-to-date consisting of mainline operated flights as well as US Airways Express flights operated by wholly owned subsidiaries PSA Airlines and Piedmont Airlines: US Airways Mainline June 2009 2008 % Change Mainline Revenue Passenger Miles (000) Domestic 4,014,075 4,309,161 (6.8) Atlantic 1,078,359 984,456 9.5 Latin 341,061 371,451 (8.2) --------- --------- Total 5,433,495 5,665,068 (4.1) Mainline Available Seat Miles (000) Domestic 4,556,257 5,061,527 (10.0) Atlantic 1,301,783 1,170,478 11.2 Latin 401,324 433,275 (7.4) --------- --------- Total 6,259,364 6,665,280 (6.1) Mainline Load Factor (%) Domestic 88.1 85.1 3.0 pts Atlantic 82.8 84.1 (1.3) pts Latin 85.0 85.7 (0.7) pts --------- --------- Total Mainline Load Factor 86.8 85.0 1.8 pts Mainline Enplanements Domestic 3,954,499 4,299,788 (8.0) Atlantic 271,666 252,096 7.8 Latin 282,844 314,712 (10.1) --------- --------- Total Mainline Enplanements 4,509,009 4,866,596 (7.3) QUARTER TO DATE 2009 2008 % Change Mainline Revenue Passenger Miles (000) Domestic 11,769,570 12,558,984 (6.3) Atlantic 2,615,310 2,474,106 5.7 Latin 1,140,797 1,159,541 (1.6) ---------- ---------- Total 15,525,677 16,192,631 (4.1) Mainline Available Seat Miles (000) Domestic 13,596,932 14,921,493 (8.9) Atlantic 3,257,131 3,089,594 5.4 Latin 1,455,979 1,375,455 5.9 ---------- ---------- Total 18,310,042 19,386,542 (5.6) Mainline Load Factor (%) Domestic 86.6 84.2 2.4 pts Atlantic 80.3 80.1 0.2 pts Latin 78.4 84.3 (5.9)pts ---------- ---------- Total 84.8 83.5 1.3 pts Mainline Enplanements Domestic 11,845,736 12,814,273 (7.6) Atlantic 667,200 633,968 5.2 Latin 927,573 962,089 (3.6) ---------- ---------- Total 13,440,509 14,410,330 (6.7) YEAR TO DATE 2009 2008 % Change Mainline Revenue Passenger Miles (000) Domestic 22,341,499 24,357,221 (8.3) Atlantic 2,986,328 3,913,492 1.9 Latin 2,506,468 2,411,358 3.9 ---------- ---------- Total 28,834,295 30,682,071 (6.0) Mainline Available Seat Miles (000) Domestic 26,689,655 29,675,038 (10.1) Atlantic 5,337,068 5,140,126 3.8 Latin 3,262,433 2,906,333 12.3 ---------- ---------- Total 35,289,156 37,721,497 (6.4) Mainline Load Factor (%) Domestic 83.7 82.1 1.6 pts Atlantic 74.7 76.1 (1.4)pts Latin 76.8 83.0 (6.2)pts ---------- ---------- Total 81.7 81.3 0.4 pts Mainline Enplanements Domestic 22,822,295 24,998,687 (8.7) Atlantic 1,021,569 1,002,638 1.9 Latin 2,005,916 1,944,940 3.1 ---------- ---------- Total 25,849,780 27,946,265 (7.5) US Airways Express (Piedmont Airlines, PSA Airlines) June 2009 2008 % Change Express Revenue Passenger Miles (000) Domestic 195,888 197,471 (0.8) Express Available Seat Miles (000) Domestic 268,796 282,160 (4.7) Express Load Factor (%) Domestic 72.9 70.0 2.9 pts Express Enplanements Domestic 716,551 702,775 2.0 QUARTER TO DATE 2009 2008 % Change Express Revenue Passenger Miles (000) Domestic 556,890 577,251 (3.5) Express Available Seat Miles (000) Domestic 792,962 836,851 (5.2) Express Load Factor (%) Domestic 70.2 69.0 1.2 pts Express Enplanements Domestic 2,047,530 2,059,106 (0.6) YEAR TO DATE 2009 2008 % Change Express Revenue Passenger Miles (000) Domestic 1,027,247 1,084,591 (5.3) Express Available Seat Miles (000) Domestic 1,554,383 1,620,769 (4.1) Express Load Factor (%) Domestic 66.1 66.9 (0.8)pts Express Enplanements Domestic 3,801,416 3,870,890 (1.8) Consolidated US Airways Group, Inc. June 2009 2008 % Change Consolidated Revenue Passenger Miles (000) Domestic 4,209,963 4,506,632 (6.6) Atlantic 1,078,359 984,456 9.5 Latin 341,061 371,451 (8.2) ---------- ---------- Total 5,629,383 5,862,539 (4.0) Consolidated Available Seat Miles (000) Domestic 4,825,053 5,343,687 (9.7) Atlantic 1,301,783 1,170,478 11.2 Latin 401,324 433,275 (7.4) ---------- ---------- Total 6,528,160 6,947,440 (6.0) Consolidated Load Factor (%) Domestic 87.3 84.3 3.0 pts Atlantic 82.8 84.1 (1.3)pts Latin 85.0 85.7 (0.7)pts ---------- ---------- Total 86.2 84.4 1.8 pts Consolidated Enplanements Domestic 4,671,050 5,002,563 (6.6) Atlantic 271,666 252,096 7.8 Latin 282,844 314,712 (10.1) ---------- ---------- Total 5,225,560 5,569,371 (6.2) QUARTER TO DATE 2009 2008 % Change Consolidated Revenue Passenger Miles (000) Domestic 12,326,460 13,136,235 (6.2) Atlantic 2,615,310 2,474,106 5.7 Latin 1,140,797 1,159,541 (1.6) ---------- ---------- Total 16,082,567 16,769,882 (4.1) Consolidated Available Seat Miles (000) Domestic 14,389,894 15,758,344 (8.7) Atlantic 3,257,131 3,089,594 5.4 Latin 1,455,979 1,375,455 5.9 ---------- ---------- Total 19,103,004 20,223,393 (5.5) Consolidated Load Factor (%) Domestic 85.7 83.4 2.3 pts Atlantic 80.3 80.1 0.2pts Latin 78.4 84.3 (5.9)pts ---------- ---------- Total Consolidated Load Factor 84.2 82.9 1.3 pts Consolidated Enplanements Domestic 13,893,266 14,873,379 (6.6) Atlantic 667,200 633,968 5.2 Latin 927,573 962,089 (3.6) ---------- ---------- Total 15,488,039 16,469,436 (6.0) YEAR TO DATE 2009 2008 % Change Consolidated Revenue Passenger Miles (000) Domestic 23,368,746 25,441,812 (8.1) Atlantic 3,986,328 3,913,492 1.9 Latin 2,506,468 2,411,358 3.9 ---------- ---------- Total 29,861,542 31,766,662 (6.0) Consolidated Available Seat Miles (000) Domestic 28,244,038 31,295,807 (9.8) Atlantic 5,337,068 5,140,126 3.8 Latin 3,262,433 2,906,333 12.3 ---------- ---------- Total 36,843,539 39,342,266 (6.4) Consolidated Load Factor (%) Domestic 82.7 81.3 1.4 pts Atlantic 74.7 76.1 (1.4)pts Latin 76.8 83.0 (6.2)pts ---------- ---------- Total Consolidated Load Factor 81.0 80.7 0.3 pts Consolidated Enplanements Domestic 26,623,711 28,869,577 (7.8) Atlantic 1,021,569 1,002,638 1.9 Latin 2,005,916 1,944,940 3.1 ---------- ---------- Total 29,651,196 31,817,155 (6.8) US Airways is also providing a brief update on notable company accomplishments during the month of June: * Announced nonstop service between its largest hub in Charlotte, North Carolina and Honolulu, Hawaii on the island of Oahu. Daily, year-round service is set to begin Thursday, December 17, 2009. The new flight will complement US Airways' daily nonstop service to Oahu, Maui, Kauai and the Big Island from its Phoenix hub. About US Airways Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways Inc., Allegheny Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc., MidAtlantic Airways Inc., US Airways Leasing and Sales Inc., Material Services Company Inc., and Airways Assurance Limited LLC. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * According to the TCR in September 2008, Michael Lowry, project manager for AVIATION WEEK's latest Top-Performing Companies, said USAir has a "high risk" for a bankruptcy filing in 2009. As reported by the Troubled Company Reporter on May 12, 2009, Fitch Ratings affirmed the Issuer Default Rating of US Airways Group, Inc. at 'CCC'. Fitch also revised LCC's Senior secured credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior unsecured rating to 'C/RR6' from 'CC/RR6'. Fitch assigned a rating of 'C/RR6' to the company's new 7.25% senior unsecured convertible notes. The new notes mature in 2014 and have an initial conversion price of approximately $4.57 per share. Proceeds from the new notes will be used for general corporate purposes. Fitch no longer has a Rating Outlook on LCC. LCC's Rating Outlook had been 'Negative.' LCC's ratings reflect ongoing concern regarding the airline's liquidity position over the medium term, especially given the potential for prolonged weakness in demand driven by the global recession. US AIRWAYS: Shareholders Ratify KPMG, Re-Elect Directors -------------------------------------------------------- US Airways Group Inc. announced on June 10, 2009, the results of its annual meeting of stockholders held in New York. According to a company statement, stockholders voted to re-elect Herbert M. Baum, Matthew J. Hart, Richard C. Kraemer and Cheryl G. Krongard to three-year terms on the Board of Directors, expiring at the annual meeting of stockholders in 2012. In addition, stockholders voted to ratify the appointment of KPMG LLP as the company's independent registered accounting firm. Stockholders also voted against a shareholder proposal related to cumulative voting, and in favor a proposal of amendment to US Airways Group's amended and restated certificate of incorporation to increase its authorized common stock from 200 million shares to 400 million shares. About US Airways Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways Inc., Allegheny Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc., MidAtlantic Airways Inc., US Airways Leasing and Sales Inc., Material Services Company Inc., and Airways Assurance Limited LLC. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * According to the TCR in September 2008, Michael Lowry, project manager for AVIATION WEEK's latest Top-Performing Companies, said USAir has a "high risk" for a bankruptcy filing in 2009. As reported by the Troubled Company Reporter on May 12, 2009, Fitch Ratings affirmed the Issuer Default Rating of US Airways Group, Inc. at 'CCC'. Fitch also revised LCC's Senior secured credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior unsecured rating to 'C/RR6' from 'CC/RR6'. Fitch assigned a rating of 'C/RR6' to the company's new 7.25% senior unsecured convertible notes. The new notes mature in 2014 and have an initial conversion price of approximately $4.57 per share. Proceeds from the new notes will be used for general corporate purposes. Fitch no longer has a Rating Outlook on LCC. LCC's Rating Outlook had been 'Negative.' LCC's ratings reflect ongoing concern regarding the airline's liquidity position over the medium term, especially given the potential for prolonged weakness in demand driven by the global recession. VISTEON CORP: Committee Objects to Rothschild's Fees as Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Visteon Corp.'s case contends that Rothschild Inc.'s proposed compensation structure appears excessive of prevailing market rates. The Committee is concerned that Rothschild's compensation structure could result in fees totaling tens of millions of dollars, regardless of the "success" achieved or the amount of effort dedicated by the firm. The Committee thus asks the U.S. Bankruptcy Court for the District of Delaware to deny Rothschild's Application unless the firm's compensation structure is either scaled back to prevailing market rates or approved subject to future consideration under Section 330 of the Bankruptcy Code. "In light of the size of the fees contemplated, Section 330 review affords appropriate safe-guards," says Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware. "If Rothschild's efforts ultimately yield an appropriate case result, it will then have access to all amounts reserved under the Compensation Structure, notwithstanding the more relaxed legal standard of review." Rothschild's Compensation Structure includes, among other things, a $500,000 retainer, a monthly fee of $250,000, and entitlement to a $13,000,000 completion fee. Debtors & Rothschild React The Debtors and Rothschild jointly filed with the Court a response to the Committee's objection. The Debtors and Rothschild assert that the terms of their Engagement Letter are reasonable and consistent with the requirements of the Bankruptcy Code. They maintain that Rothschild's Fees are typical and fully consistent with the spirit of the Bankruptcy Code. In fact, the Debtors and Rothschild note, they have offered a language of the proposed retention that permits the U.S. Trustee the right to object to Rothschild's requests for interim and final fee applications. In this light, the Debtors and Rothschild ask the Court to overrule the Committee's objection. Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, the Debtors seek the Court's authority to employ Rothschild Inc., as their investment banker and financial advisor. The Debtors have selected Rothschild because of the firm's extensive experience and excellent reputation in providing high quality investment banking services to debtors and creditors in bankruptcy reorganizations and other restructuring. Moreover, the Debtors note, as a result of the prepetition work performed by Rothschild, it acquired significant knowledge of their businesses and is now intimately familiar with their financial affairs, debt structure, operations, and related matters. A full-text copy of Rothschild's Engagement Letter is available for free at : http://bankrupt.com/misc/Visteon_RothschildEngagement.pdf As investment banker and financial advisor to the Debtors, Rothschild will: (1) identify or initiate potential transactions; (2) review and analyze the Debtors' assets and liabilities and the operating and financial strategies of the Debtors; (3) review and analyze the business plans and financial projections prepared by the Debtors including, but not limited to, testing assumptions and comparing those assumptions to historical Debtor and industry trends; (4) evaluate the Debtors' debt capacity in light of its projected cash flows and assist in the determination of an appropriate capital structure for the Debtors; (5) assist the Debtors and its other professionals in reviewing the terms of any proposed Transactions, and if directed, in evaluating alternative proposals for a Transaction; (6) determine a range of values for the Debtors and any securities that the Debtors offer or propose to offer in connection with a Transaction; (7) advise the Debtors on the risks and benefits of considering a Transaction, with respect to the Debtors' intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Debtors; (8) review and analyze any proposals the Debtors receive from third parties in connection with a Transaction, including, without limitation, any proposals for debtor-in-possession financing, as appropriate; (9) assist or participate in negotiations with the parties-in- interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against the Debtors or their representatives in connection with a Transaction; (10) advise the Debtors with respect to, and attend, meetings of the Debtors' board of directors, creditor groups, official constituencies and other interested parties, as necessary; (11) if requested by the Debtors, participate in hearings before the Court and provide relevant testimony with respect to various matters and issues arising in connection with any proposed plan of reorganization; and (12) render other financial advisory and investment banking services as may be agreed upon by Rothschild and the Debtors. The Debtors propose to pay Rothschild pursuant to this fee structure: * A $500,000 Retainer, which was paid to Rothschild in connection with the execution of the Engagement Letter. * A Monthly Fee for $250,000 * A $13,000,000 Completion Fee, payable in cash on the earlier of (i) the confirmation and effectiveness of a plan of reorganization; or (ii) the closing of another Transaction. * A New Capital Fee, which is equal to: (1) 1.0% of any face amount of any senior secured debt raised including, without limitation, any debtor-in- possession financing raised; (2) 2.5% of the face amount of any junior secured debt raised; (3) 3.5% of the face amount of any unsecured debt raised; (4) 5.0% of any equity raised; and (5) for any hybrid capital raised, an amount to be determined in good faith consistent with the fee scale and based on the debt or equity components of that hybrid capital. * Merger & Acquisition Fee equal to an amount based on aggregate consideration: Aggregate M&A Fee Consideration Percentage ------------- ---------- $100,000,000 1.75% 200,000,000 1.50% 300,000,000 1.25% 400,000,000 1.00% 500,000,000 0.90% 600,000,000 0.85% 700,000,000 0.80% 800,000,000 0.77% 900,000,000 0.74% 1,000,000,000 0.70% 1,100,000,000 0.67% 1,200,000,000 0.63% 1,300,000,000 0.60% 1,400,000,000 0.57% 1,500,000,000+ 0.55% * Credit. Rothschild will credit against the Completion Fee: (a) 50% of the Monthly Fees earned for July 2009 through December 2009 and paid to Rothschild; (b) 50% of the portion, if any, of a New Capital Fee earned and paid on account of a New Capital Raise raised only to refinance existing borrowed-money indebtedness of the Debtors and 30% of any other New Capital Fees paid; (c) 50% of any M&A Fees paid; and (d) to the extent not otherwise applied against the fees and expenses of Rothschild under the terms of the Engagement Letter, the Retainer; provided that the sum of the Monthly Fee Credit, New Capital Fee Credit, and M&A Fee Credit will not exceed the Completion Fee. * Miscellaneous. In the event the Debtors enter into a transaction that constitutes one or more of a Transaction, M&A Transaction, and New Capital Raise, Rothschild will be entitled to one transaction-based fee which fee will be the highest of the Completion Fee and the New Capital Fee, as applicable. In addition to professional fees, the Debtors also seek to reimburse Rothschild for all out-of-pocket expenses reasonably incurred by the firm in connection with the matters contemplated in the Engagement Letter, including reasonable fees, disbursements, and charges of the firm's counsel. 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) VISTEON CORP: Gets Court Nod to Hire A&M as Restructuring Advisors ------------------------------------------------------------------ Visteon Corp. and its affiliates obtained approval from the U.S. Bankruptcy Court for the District of Delaware to hire Alvarez & Marsal North America, LLC, as restructuring advisors. The Debtors are employing Alvarez & Marsal in accordance with the terms and conditions of an engagement letter dated as of January 29, 2009, a copy of which is available for free at: http://bankrupt.com/misc/Visteon_A&Mengagement.pdf The Debtors relate they have selected Alvarez & Marsal because of the firm's extensive experience and excellent reputation for providing high quality, specialized management and restructuring advisory services to debtors and distressed companies and its familiarity with their business. The Debtors tell the Court they hired Alvarez and Marsal in January 2008 to provide restructuring services. Pursuant to the Engagement Letter, Alvarez & Marsal will: (a) assist the Debtors in the preparation of financial related disclosures required by the Court, including the schedules of assets and liabilities and statement of financial affairs, and monthly operating reports; (b) assist the Debtors with information and analyses required pursuant to any Debtors' debtor-in-possession financing; (c) assist with the identification and implementation of short-term cash management procedures; (d) assist with the identification of executory contracts and leases and performance of cost/benefit evaluation with respect to the assumption or rejection of each; (e) assist to the Debtors' management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (f) assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, analysis of various assets and liability accounts, and analysis of proposed transactions for which Court approval is sought; (g) attend at meetings and assist in discussions with potential investors, banks and other secured lenders, any official committee appointed in the cases, the U.S. Trustee for the District of Delaware, other parties-in- interest and professionals; (h) analyze creditor claims by type, entity, and individual claim, including assistance with development of databases, as necessary, to track those claims; and (i) render other general business consulting or assistance as the Debtors' management or counsel may deem necessary that are consistent with the role of a restructuring advisor and not duplicative of services provided by other professionals. The Debtors propose to pay Alvarez & Marsal based on the firm's customary hourly rates: Professional Hourly Rate ------------ ----------- Managing Directors $625 to $775 Directors $450 to $625 Associates $325 to $450 Analysts $175 to $325 The Debtors relate that they have paid Alvarez & Marsal a $250,000 retainer. During the 90 days prior to the Petition Date, the Debtors say they have paid the firm a total of $5,800,000. In addition to professional fees, the Debtors will also reimburse Alvarez & Marsal for the firm's reasonable out-of-pocket expenses incurred, including travel, lodging, and telephone charges. Notwithstanding the terms of the Engagement Letter, the Debtors and Alvarez & Marsal have agreed that: (i) Any controversy or claim with respect to the Application or the services provided by Alvarez & Marsal to the Debtors will be brought in the U.S. District Court for the District of Delaware; (ii) Alvarez & Marsal and the Debtors and any and all successors and assigns consent to the jurisdiction and venue of the District Court as the sole and exclusive forum for the resolution of those claims, causes of action, or lawsuits; (iii) Alvarez & Marsal and the Debtors, and any and all successors and assigns waive trial by jury, that waiver being informed and freely made; (iv) if the Bankruptcy Court or the District Court does not have or retain jurisdiction over the claims and controversies, then Alvarez & Marsal and the Debtors will submit first to non-binding mediation, and if mediation is not successful, then to binding arbitration; and (v) judgment on any arbitration award may be entered in any Court having proper jurisdiction. Moreover, the Debtors agree to indemnify and hold harmless Alvarez & Marsal, its affiliates and their shareholders, members, managers, employees, agents, representatives, and subcontractors under certain circumstances. A copy of Indemnification Agreement is available for free at: http://bankrupt.com/misc/Visteon_A&Mindemnification.pdf Jeffery J. Stegenga, managing director of Alvarez & Marsal North America, LLC, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates. 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) VISTEON CORP: Intends to Hire Dickinson As Special Counsel ---------------------------------------------------------- Visteon Corp. and its affiliates seek the U.S. Bankruptcy Court for the District of Delaware's authority to employ Dickinson Wright PLLC, as their special counsel nunc pro tunc to the Petition Date, to represent them in supplier, commercial, intellectual property and real estate matters. The Debtors relate that they selected Dickinson Wright to be their special counsel because of the firm's extensive experience and knowledge in various areas of practice as to which its continued representation is sought. The Debtors aver that they have been represented by Dickinson since they were initially spun off from Ford Motor Company. With respect to Non-IP services, the Debtors agree to pay Dickinson pursuant to the firm's standard hourly rates, which range from $185 to $575 per hour, as discounted: * 5% off of fees of up to $200,000; * 10% off of fees that range from $200,000 to $500,000; and * 15% off of fees that total more than $500,000. With respect to IP-related services, the Debtors and Dickinson have agreed to this fee structure: * For patent preparation and prosecution services: -- $1,000 for patentability searches, and -- $5,200 for preparation and filing of a patent application, unless a higher amount is approved by the Debtors. * For all other patent/IP work: -- 5% off all IP fees, except flat fees; and -- 15% off of all non-flat fee IP matters, if the aggregate fees paid to Dickinson for IP and non-IP matters exceeds $500,000. The Debtors will reimburse Dickinson for actual and necessary expenses incurred, including telephone calls, delivery charges, computer assisted research and filing fees. The Debtors relate that as of the Petition Date, they owe Dickinson $10,715 for services performed or expenses incurred prior to the Petition Date. The Debtors note that Dickinson held a $39,902 prepetition retainer. The Debtors relate that they have asked Dickinson to apply the retainer to satisfy the prepetition claim. Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit, Michigan, assures the Court that his firm does not hold or represent any interest adverse to the Debtors or their estates. He maintains that Dickinson Wright is a "disinterested person" as that term is defined in Section 101(14) 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) VITRO SAB: Posts US$411 Million Net Loss for 2008 ------------------------------------------------- Vitro, S.A.B. de C.V., disclosed in a filing with the U.S. Securities and Exchange Commission financial results for the year ended December 31, 2008. At December 31, 2008, the Company's balance sheet showed total assets of US$2.4 million, total liabilities of US$2.2 million and stockholders' equity of about US$225,000. For the year ended December 31, 2008, the Company posted consolidated net loss of US$411.0 million compared with net income of US$12 million for the year ended December 31, 2007. This decrease was due to a higher total comprehensive financing result derived from the change of the value claimed by its derivative counterparties in its derivative instrument transactions of losses of US$272.0 million for the year ended December 31, 2008, compared to losses of US$15 million for the year ended December 31, 2007. The losses were partially offset by income tax benefits and lower levels of other expenses. As of December 31, 2008 and March 31, 2009, the Company's unrestricted cash was US$103 million and cash equivalent balances was US$81 million. Going Concern Doubt In June 30, 2009, Galaz, Yamazaki, Ruiz Urquiza, S.C., member of Deloitte Touche Tohmatsu and C.P.C. Jorge Alberto Villarreal in Monterrey, N.L., Mexico raised substantial doubt about the Company's ability to continue as a going concern after auditing financial results for the period ended Dec. 31, 2007, and 2008. The auditors pointed out to the Company's net loss and its non- compliance with covenants related to its long-term debt obligations. A full-text copy of the Form 20-F is available for free at http://ResearchArchives.com/t/s?3ecc About Vitro Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. VOUGHT AIRCRAFT: Moody's Mulls Upgrade of 'B2' on Assets Sale ------------------------------------------------------------- Moody's Investors Service affirmed Vought Aircraft Industries, Inc.'s B2 Corporate Family and Probability of Default ratings but placed the ratings for certain debt instruments under review for possible upgrade. The rating actions follow the announcement of an agreement for Vought to sell its South Carolina based facilities and operations which produce key structures for the 787 Dreamliner airplane to a subsidiary of The Boeing Company and an agreement for payment for worked performed over the life of the contract for approximately $580 million. The affirmation of the CFR and PDR ratings reflects Moody's view that the net effect of the transaction is neutral to Vought's overall rating profile, balancing positive near term financial effects of this transaction with potential negative longer term business risks. The review of the ratings of various debt instruments for possible upgrade considers that the reduction of senior secured indebtedness that will likely result if the transaction proceeds as expected will improve loss recovery expectations within Vought's debt structure, potentially leading to higher instrument ratings under Moody's Loss Given Default Rating Methodology. Moody's noted that the proposed transaction is subject to lender approval for the release of collateral assets and determination of the extent of debt paydown. However, if completed as contemplated, proceeds from transaction should facilitate a meaningful reduction of senior secured indebtedness. More importantly, it could also relieve Vought of the requirement for additional investment in working capital for the Dreamliner program, thereby improving its liquidity profile. The need to fund these working capital requirements for the 787 program, in conjunction with weaker overall earnings and cash flow, would likely have resulted in continued liquidity pressure over the coming quarters. Despite the near term positives of the proposed transaction, the sale of the 787 operations and termination of the 787 Supply Agreement could reduce a major long-term revenue and earnings generating prospect for Vought. As part of the agreement Vought will enter into new long-term supply agreements pursuant to which it will be awarded additional volumes in Boeing's 737, 777, and for certain components in the 787 aircraft programs. These activities should help to mitigate downside risks. Yet, in an environment where overall demand for new commercial aircraft is sharply contracting, defense budget cuts could adversely affect the company's prospects in military sales, and business jet production volumes are under pressure, Moody's believes that the company's B2 CFR and PDR ratings appropriately reflect the net balance of benefits and risks of the proposed transaction. Upon concluding the review of the instrument ratings, Moody's expects that the company's rating outlook could be negative until greater certainty about future earnings and cash flow prospects from the ongoing businesses are more clearly visible. The ratings for the company's senior secured credit facility and senior unsecured notes have been placed under review for possible upgrade pending the closing of the proposed transaction. The review considers that the potential debt paydown facilitated by the transaction could result in higher recovery prospects for these facilities per Moody's Loss Given Default Methodology. The review will be resolved once the final details of the contemplated transaction are known and completed, which is expected in Q3 2009. These ratings have been affirmed: -- Corporate Family Rating at B2; -- Probability of Default Rating at B2. These ratings are on review for possible upgrade: -- $150 million ($135 million outstanding) secured revolving credit facility due 2010, Ba3 (LGD2, 26%); -- $625 million (currently $613 million) term loan B due 2011, Ba3 (LGD2, 26%); -- $75 million (currently $50 million) LC facility due 2010, Ba3 (LGD2, 26%); -- $270 million 8% senior unsecured notes due 2011, Caa1 (LGD5, 79%). The last rating action was on May 6, 2008, when Vought's B2 Corporate Family Rating was affirmed and the rating outlook was changed to Stable from Negative. Vought Aircraft Industries, Inc., headquartered in Dallas Texas and owned by The Carlyle Group, is one of the largest independent developers and producers of structural assemblies for commercial, military, and business jet aircraft. Vought had revenues of $1.8 billion in 2008. WES CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Wes Construction Company, Inc. P.O. Box 33099 Reno, NV 89533-3099 Bankruptcy Case No.: 09-52177 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Heavy Equipment Services, LLC 09-52178 Trucking Services, LLC 09-52181 Chapter 11 Petition Date: July 6, 2009 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge St Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Total Assets: $8,190,461 Total Debts: $20,787,704 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/nvb09-52177.pdf The petition was signed by Michael A. Brandt, treasurer of the Company. * Community Banks' Lending Volumes Won't Hike in 2009, Says ABA --------------------------------------------------------------- Testifying before the Senate Committee on Banking, Housing and Urban Affairs, Arthur C. Johnson, chairman-elect of American Bankers Association and chairman and CEO of United Bank of Michigan said that community banks are continuing to lend despite the recession. "In spite of the downturn, community banks in rural communities expanded lending by 7 percent since the recession began," said Mr. Johnson. "Loans made by banks that focus on farmers and ranchers also increased by 9 percent," he said. However, Mr. Johnson also suggested that these trends are not likely to be sustained. "In this environment, it is only natural for businesses and individuals to be more cautious," he said. "Businesses are reevaluating their credit needs and, as a result, loan demand is declining. Accordingly, it is unlikely that loan volumes will increase this year." Mr. Johnson further stated that even though community banks entered the recession with strong levels of capital, raising new capital in the current financial climate is very difficult. Without access to capital, it will be tough to keep credit flowing in rural communities, he said. The government can take action to help rural community banks, Mr. Johnson said, noting that a comparatively little amount of capital would go a long way. "The amount of capital required to provide an additional cushion for all community banks -- which had nothing to do with the current crisis -- is tiny compared to the $182 billion provided to AIG," he said. "In fact, the additional capital needed is less than $3 billion for all smaller banks to be well-capitalized, even under a baseline stress test. A small injection of capital goes a long way to keeping credit flowing in local communities." Mr. Johnson then made some recommendations for development of new programs and expansion of existing programs to help rural banks. He suggested modifications to various government programs, such as the Capital Purchase Program and the Capital Assistance Program, which will allow greater participation by community banks. He also said that risk-based capital rules should be revised to more accurately reflect the risks that banks face. Finally, Mr. Johnson said that in addition to providing avenues for new capital for community banks, Congress should focus its attention on creating a systemic risk regulator, providing a mechanism for resolving troubled, systemically important firms and filling gaps in the regulation of the "shadow" banking industry. "These actions would address the causes of the financial crisis and constitute major reform," said Mr. Johnson. "As you contemplate these changes, ABA would urge you to ask this simple question: how will this change impact those thousands of banks that make the loans needed to get our economy moving again?" * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 --------------------------------------------------------------- In Re Culinary Delights, Inc. Bankr. D. Mass. Case No. 09-15932 Chapter 11 Petition filed June 28, 2009 See http://bankrupt.com/misc/mab09-15932.pdf In Re All American Enviornmental Services, LLC Bankr. D. Conn. Case No. 09-51248 Chapter 11 Petition filed June 29, 2009 Filed as Pro Se In Re United Southern Steel and Erection Company Bankr. M.D. Fla. Case No. 09-05280 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/flmb09-05280.pdf In Re Herculano Joseph Alves aka Herkie Alves dba Green River Dairy aka Green River Dairy, LLC Frances Marie Alves Bankr. D. Idaho Case No. 09-40964 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/idb09-40964.pdf In Re Richmond Center Holdings, LLC Bankr. E.D. Mo. Case No. 09-46174 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/moeb09-46174.pdf In Re A.N.N. RESOURCES, L.L.C. aka ANN RESOURCES, LLC Bankr. D. Nev. Case No. 09-21433 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/nvb09-21433.pdf In Re BETTY R. HEROLD Bankr. D. Nev. Case No. 09-21423 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/nvb09-21423.pdf In Re GLORIA CRUZ ARTURO CRUZ Bankr. D. Nev. Case No. 09-21392 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/nvb09-21392.pdf In Re Shamrock House, Inc. Bankr. N.D. N.Y. Case No. 09-12385 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/nynb09-12385.pdf In Re Stone Cast Inc. Bankr. N.D. N.Y. Case No. 09-12374 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/nynb09-12374.pdf In Re Crooked Creek Inn, Inc. Bankr. W.D. Pa. Case No. 09-24784 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/pawb09-24784p.pdf See http://bankrupt.com/misc/pawb09-24784c.pdf In Re Inc. SJCC Bankr. W.D. Tenn. Case No. 09-26894 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/tnwb09-26894.pdf In Re Charles Bush Entertainment Inc. Bankr. S.D. Tex. Case No. 09-34490 Chapter 11 Petition filed June 29, 2009 Filed as Pro Se In Re Benjamin Carcamo Eileen Carcamo Bankr. W.D. Tex. Case No. 09-31394 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/txwb09-31394p.pdf See http://bankrupt.com/misc/txwb09-31394c.pdf In Re Fox Hollow Saratoga, LLC Bankr. D. Utah Case No. 09-26735 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/utb09-26735.pdf In Re Madeira & Associates, LLC Bankr. E.D. Va. Case No. 09-15201 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/vaeb09-15201.pdf In Re Acania Research, Inc., debtor Bankr. W.D. Wash. Case No. 09-16404 Chapter 11 Petition filed June 29, 2009 See http://bankrupt.com/misc/wawb09-16404.pdf In Re West Alabama Education, Inc. dba Central Christian Academy Bankr. S.D. Ala. Case No. 09-12970 Chapter 11 Petition filed June 30, 2009 Filed as Pro Se In Re ERIC DAVID RIDLEY Bankr. D. Ariz. Case No. 09-15073 Chapter 11 Petition filed June 30, 2009 See http://bankrupt.com/misc/azb09-15073.pdf In Re SUPERSTITION MOUNTAIN JV, LLC Bankr. D. Ariz. Case No. 09-14899 Chapter 11 Petition filed June 30, 2009 Filed as Pro Se In Re Dinesh Valjeebhai Shah aka Dinesh Shah Bankr. C.D. Calif. Case No. 09-16539 Chapter 11 Petition filed June 30, 2009 Filed as Pro Se In Re Mary Ann Parmelee Bankr. C.D. Calif. Case No. 09-26810 Chapter 11 Petition filed June 30, 2009 Filed as Pro Se In Re Perseid Land Capital LLC Bankr. C.D. Calif. Case No. 09-24691 Chapter 11 Petition filed June 30, 2009 See http://bankrupt.com/misc/cacb09-24691.pdf In Re Sheer Essence Salon Bankr. M.D. Fla. Case No. 09-05352 Chapter 11 Petition filed June 30, 2009 See http://bankrupt.com/misc/flmb09-05352.pdf In Re MSD Holdings, LLC Bankr. N.D. Ind. Case No. 09-33109 Chapter 11 Petition filed June 30, 2009 See http://bankrupt.com/misc/innb09-33109p.pdf See http://bankrupt.com/misc/innb09-33109c.pdf In Re Dorman Homes I, LLC Bankr. W.D. Mo. Case No. 09-43069 Chapter 11 Petition filed June 30, 2009 See http://bankrupt.com/misc/mowb09-43069.pdf In Re Ozell Neely Bankr. E.D. N.Y. Case No. 09-74877 Chapter 11 Petition filed June 30, 2009 Filed as Pro Se In Re M. Maskas & Sons, Inc. Bankr. W.D. Pa. Case No. 09-24878 Chapter 11 Petition filed June 30, 2009 See http://bankrupt.com/misc/pawb09-24878.pdf In Re PRINT TO MAIL SOLUTIONS CORP. Bankr. D. P.R. Case No. 09-05351 Chapter 11 Petition filed June 30, 2009 See http://bankrupt.com/misc/prb09-05351.pdf In Re Darryl Edmond Palmer dba Matts Auto World Preowned Cars Bankr. N.D. W.Va. Case No. 09-01476 Chapter 11 Petition filed June 30, 2009 Filed as Pro Se In Re SEAN GREGORY MCDONALD CHRISTINA OLIVIA MCDONALD Bankr. D. Ariz. Case No. 09-15149 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/azb09-15149.pdf In Re Solomon M. Cohen Bankr. C.D. Calif. Case No. 09-18147 Chapter 11 Petition filed July 1, 2009 Filed as Pro Se In Re New Hana Market, Inc. dba Young Ok Kim dba Hana Market dba Ha Na Market dba Hana Super Market Bankr. E.D. Calif. Case No. 09-33593 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/caeb09-33593.pdf In Re Robert E. Pitner fdba Blue Ribbon Maintance dba Evolving Times Antique Bankr. E.D. Calif. Case No. 09-33742 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/caeb09-33742.pdf In Re Curtis Company, Inc. Bankr. N.D. Calif. Case No. 09-55297 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/canb09-55297.pdf In Re Julia M. Estoesta Bankr. N.D. Calif. Case No. 09-55294 Chapter 11 Petition filed July 1, 2009 Filed as Pro Se In Re Geraldine Dalzell-Payne Bankr. D. D.C. Case No. 09-00574 Chapter 11 Petition filed July 1, 2009 Filed as Pro Se In Re V&L Priority Service, LLC d/b/a The UPS Store Bankr. M.D. Fla. Case No. 09-09483 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/flmb09-09483.pdf In Re World Caster & Equipment Manufacturing, Inc. fka Castor Warehouse, Inc. Bankr. N.D. Ga. Case No. 09-76904 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/ganb09-76904.pdf In Re Castor Warehouse, Inc. Bankr. N.D. Ga. Case No. 09-76905 Chapter 11 Petition filed July 1, 2009 In Re Joash, Inc. Bankr. W.D. Ky. Case No. 09-33302 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/kywb09-33302.pdf In Re Christ Temple Day Care Bankr. W.D. La. Case No. 09-11981 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/lawb09-11981.pdf In Re Michael L. Cucchiello dba Cucchiello's Bakery Bankr. D. Mass. Case No. 09-16249 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/mab09-16249.pdf In Re Brant D. Cuthbert Bankr. W.D. Mich. Case No. 09-07947 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/miwb09-07947.pdf In Re Hansen's Liquors, LLC Bankr. D. Minn. Case No. 09-34531 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/mnb09-34531.pdf In Re Margaret M. Kelly Bankr. E.D. Mo. Case No. 09-46306 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/moeb09-46306.pdf In Re MAGDALENA VILLANUEVA ALEXIS VILLANUEVA Bankr. D. Nev. Case No. 09-21692 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/nvb09-21692.pdf In Re Private Lender Services Corp. Bankr. E.D. N.Y. Case No. 09-74927 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/nyeb09-74927.pdf In Re Parakletos Services, Inc. Bankr. E.D. N.C. Case No. 09-05501 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/nceb09-05501.pdf In Re Luisa Evette Poindexter aka Luisa Evette Diaz aka Luisa E. Diaz-Poindexter Bankr. W.D. N.C. Case No. 09-31789 Chapter 11 Petition filed July 1, 2009 Filed as Pro Se In Re Woodland Hills School, Inc. dba Utah South Valley Community High School, LLC Bankr. D. Utah Case No. 09-26855 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/utb09-26855p.pdf See http://bankrupt.com/misc/utb09-26855c.pdf In Re Richard J. Saunders, Jr. aka Rick Saunders Josephine H. Washington Saunders aka Joey Washington aka Joey Saunders aka Josephine Saunders Bankr. E.D. Va. Case No. 09-15281 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/vaeb09-15281.pdf In Re Wayne Transportation, LLC Bankr. W.D. Wisc. Case No. 09-14403 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/wiwb09-14403.pdf In Re Beryle Loven Bankr. C.D. Calif. Case No. 09-16586 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/cacb09-16586.pdf In Re Paul C. Sumpter Bankr. C.D. Calif. Case No. 09-18223 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/cacb09-18223.pdf In Re B.E.C. Consultants, Inc. Bankr. N.D. Calif. Case No. 09-45935 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/canb09-45935.pdf In Re Brian T. Brandt Marcy Brandt aka Marcy Farah Brandt Bankr. M.D. Fla. Case No. 09-14430 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/flmb09-14430.pdf In Re FLHP-MS, LLC Owner of The Palm Suites Land and Trust Bankr. M.D. Fla. Case No. 09-09547 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Danbryan Holdings, Inc. Bankr. N.D. Ga. Case No. 09-77075 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/ganb09-77075.pdf In Re Little Learners Academy of Mableton, LLC Bankr. N.D. Ga. Case No. 09-77037 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Little Learners Academy, LLC Bonapfel Bankr. N.D. Ga. Case No. 09-77042 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Little Learners Academy of Lake City ,LLC Bonapfel Bankr. N.D. Ga. Case No. 09-77044 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Michael J. Bourff Bankr. N.D. Ga. Case No. 09-76988 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Farid N. Ghadry Bankr. D. Md. Case No. 09-21974 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Dubay Trucking, Inc. Bankr. D. Maine Case No. 09-10895 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/meb09-10895.pdf In Re Great Lakes Redi Mix, Inc. Bankr. E.D. Mich. Case No. 09-22446 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re White Water Leasing, LLC Bankr. E.D. Mich. Case No. 09-22447 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Richard Hugh Livingston dba Blue Star Realty dba SaugatuckRealty.com, Inc. Bankr. W.D. Mich. Case No. 09-07953 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re John Robert Woodbury dba Taliaferro Corp. D/B/A Woodbury Properties aka John R. Woodbury Bankr. D.S.C. Mich. Case No. 09-04893 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/scb09-04893.pdf In Re JOHN FERRARO MARCHELLA FERRARO Bankr. D. Nev. Case No. 09-21789 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/nvb09-21789.pdf In Re Ingrid Malat Irrevocable Trust Bankr. D. N.J. Case No. 09-27243 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re W.M. Berry, L.L.C. Bankr. D. N.M. Case No. 09-12895 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/nmb09-12895.pdf In Re Reena & Aimee, Inc. Bankr. W.D. N.Y. Case No. 09-13082 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/nywb09-13082.pdf In Re Dwight David Lynch Bankr. M.D. N.C. Case No. 09-11232 Chapter 11 Petition filed July 2, 2009 Filed as Pro Se In Re Northpoint Flooring and Design, LLC Bankr. W.D. Okla. Case No. 09-13586 Chapter 11 Petition filed July 1, 2009 See http://bankrupt.com/misc/okwb09-13586.pdf In Re DeJager Construction & Log Homes, Inc. Bankr. D. S.Dak. Case No. 09-40514 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/sdb09-40514p.pdf See http://bankrupt.com/misc/sdb09-40514c.pdf In Re Crestview Homes, Inc. Bankr. D. S.Dak. Case No. 09-40516 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/sdb09-40516p.pdf See http://bankrupt.com/misc/sdb09-40516c.pdf In Re GENARO RODRIGUEZ aka GENE RODRIGUEZ Irene Rodriguez Bankr. W.D. Tex. Case No. 09-52458 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/txwb09-52458.pdf In Re Don C. Elkins Music, Inc. Bankr. S.D. W.Va. Case No. 09-20697 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/wvsb09-20697.pdf In Re Little Pioneer Child Care, Inc. Bankr. E.D. Wisc. Case No. 09-29551 Chapter 11 Petition filed July 2, 2009 See http://bankrupt.com/misc/wieb09-29551p.pdf See http://bankrupt.com/misc/wieb09-29551c.pdf In Re DENNIS C. ELWESS LISA L. ELWESS Bankr. D. Ariz. Case No. 09-15409 Chapter 11 Petition filed July 3, 2009 See http://bankrupt.com/misc/azb09-15409.pdf In Re William Bedford Martha Bedford Bankr. C.D. Calif. Case No. 09-12646 Chapter 11 Petition filed July 3, 2009 See http://bankrupt.com/misc/cacb09-12646.pdf In Re RODRIGUEZ & ASOCIADOS, C.S.P. Bankr. D. P.R. Case No. 09-05533 Chapter 11 Petition filed July 3, 2009 See http://bankrupt.com/misc/prb09-05533.pdf In Re Moh's Food Company, Inc. Bankr. M.D. Fla. Case No. 09-05486 Chapter 11 Petition filed July 5, 2009 See http://bankrupt.com/misc/flmb09-05486.pdf In Re Lanas Construction, Inc. Bankr. N.D. Ill. Case No. 09-24440 Chapter 11 Petition filed July 5, 2009 See http://bankrupt.com/misc/ilnb09-24440.pdf In Re John S. Williams aka John Sherrod Williams Jacqueline Williams Bankr. E.D. Ark. Case No. 09-14715 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/areb09-14715.pdf In Re KC Steel Structures, Inc. fdba Montana Steel Structures, LLC fdba KC Steel Structures, Inc. (C Corp) Bankr. W.D. Ark. Case No. 09-73327 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/arwb09-73327.pdf In Re Kevin Dean Colvin Michelle Lee Colvin aka Michelle Webb aka Michelle Driscoll Bankr. W.D. Ark. Case No. 09-73326 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/arwb09-73326.pdf In Re Cambria Ventures, Inc. Bankr. E.D. Calif. Case No. 09-92096 Chapter 11 Petition filed July 6, 2009 Filed as Pro Se In Re Paul Alvin Sharff, Jr. aka Paul Alvin Sharff Bankr. M.D. Fla. Case No. 09-14530 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/flmb09-14530.pdf In Re Recycle, Inc. Bankr. M.D. Ga. Case No. 09-52083 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/gamb09-52083.pdf In Re Redemptive Life Baptist Church, Inc. Bankr. N.D. Ga. Case No. 09-77470 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/ganb09-77470.pdf In Re S & L Network Inc. dba Little Folks Campus Bankr. N.D. Ga. Case No. 09-77282 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/ganb09-77282.pdf In Re ICIC ENTERPRISES, INC. Bankr. E.D. N.Y. Case No. 09-75023 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/nyeb09-75023.pdf In Re Accent Construction, LLC Bankr. E.D. N.C. Case No. 09-05595 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/nceb09-05595.pdf In Re Equipment USA LLC Bankr. D. N.Dak. Case No. 09-30781 Chapter 11 Petition filed July 6, 2009 Filed as Pro Se In Re La Cocina Mexicana LLC Bankr. E.D. Pa. Case No. 09-21729 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/paeb09-21729.pdf In Re Little People University, Inc. Bankr. E.D. Pa. Case No. 09-14956 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/paeb09-14956.pdf In Re Artworth Inc. aka Gemco Custom Builder Bankr. N.D. Tex. Case No. 09-34300 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/txnb09-34300.pdf In Re Sachsco, Inc. Bankr. N.D. Tex. Case No. 09-34351 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/txnb09-34351.pdf In Re Fedro Custom Homes, Inc. Bankr. S.D. Tex. Case No. 09-80259 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/txsb09-80259.pdf In Re Kelly Gordon Rogers Bankr. E.D. Tex. Case No. 09-42154 Chapter 11 Petition filed July 6, 2009 Filed as Pro Se In Re Bay Point Ventures, Inc. dba PDX Grille Bankr. E.D. Va. Case No. 09-72746 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/vaeb09-72746.pdf In Re Alabama Asphalt Haulers, LLC Bankr. N.D. Ala. Case No. 09-71702 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/alnb09-71702.pdf In Re VP Phase III Ltd. Bankr. M.D. Fla. Case No. 09-09666 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/flmb09-09666p.pdf See http://bankrupt.com/misc/flmb09-09666c.pdf In Re A & B Coffee Service, Inc. Bankr. N.D. Ga. Case No. 09-12388 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/ganb09-12388.pdf In Re Biscuit Hair, Inc. Bankr. N.D. Ga. Case No. 09-77693 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/ganb09-77693.pdf In Re Homefinishers, Inc. dba Chicago Rebath Bankr. N.D. Ill. Case No. 09-24590 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/ilnb09-24590.pdf In Re SS Hauling LLC Bankr. W.D. Ky. Case No. 09-33366 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/kywb09-33366.pdf In Re Dog Days, Inc. Bankr. D. N.J. Case No. 09-27533 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/njb09-27533.pdf In Re 312 Holdings, Inc. Bankr. E.D. N.Y. Case No. 09-45719 Chapter 11 Petition filed July 7, 2009 Filed as Pro Se In Re Dennis Wayne Hodge Bankr. E.D. Tex. Case No. 09-42172 Chapter 11 Petition filed July 7, 2009 Filed as Pro Se In Re James A. Wade Bankr. E.D. Tex. Case No. 09-42173 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/txeb09-42173.pdf In Re Deco-Dence, LLC Bankr. N.D. Tex. Case No. 09-34418 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/txnb09-34418.pdf In Re Omar's Financial Group, Inc. Bankr. N.D. Tex. Case No. 09-34416 Chapter 11 Petition filed July 7, 2009 Filed as Pro Se In Re Royal Bengal Inc. Bankr. N.D. Tex. Case No. 09-34417 Chapter 11 Petition filed July 7, 2009 Filed as Pro Se ********* 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. Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, 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. 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