/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100311.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, March 11, 2010, Vol. 14, No. 69 Headlines A-1 EXPRESS RENTAL: Case Summary & 20 Largest Unsecured Creditors ADVOCATE FINANCIAL: Gets March 30 Deadline for Filing of Schedules ADVOCATE FINANCIAL: Section 341(a) Meeting Scheduled for April 15 ADVOCATE FINANCIAL: Taps Baldwin Haspel as Bankruptcy Counsel ALERIS INT'L: PBGC Fights Plan Over $91M Claims Treatment ALL AMERICAN: Files Schedules of Assets and Liabilities ALLEN BARRON THOMAS: Case Summary & 20 Largest Unsecured Creditors AHNO LLC: Involuntary Chapter 11 Case Summary ALMATIS: To File for Chapter 11 with $1-Bil. Debt Plan AMACORE GROUP: Names Keith Hughes as Member of the Board AMBAC FINANCIAL: Third Avenue Holds 3.24% of Common Stock AMBAC FINANCIAL: Vanguard Group Holds 5.46% of Common Stock AMBAC FINANCIAL: Agrees to Pay $650,000 Severance to Ex-CFO AMERICAN EQUITY: Fitch Affirms Issuer Default Rating at 'BB+' ASARCO LLC: Asbestos Trust Wants to End 2 Escrow Agreements ASARCO LLC: Fee Examiner Request Under Advisement ASARCO LLC: Judge Hanen Orders Negotiations for Multi-Year CBA ATLANTIC COAST: Files Schedules of Assets & Liabilities ATLANTIC COAST: Section 341(a) Meeting Scheduled for April 9 AUTOBACS STRAUSS: May Have Financing From NewAlliance AVIS BUDGET: Prices Proposed $450-Mil. Sr. Notes at 98.634% of Par AVISTAR COMMS: Raises Annual Salary of CFO by 14% BERNARD MADOFF: Victims Join Stanford Investors to Lobby Payback BERNIE'S AUDIO: Files Schedules of Assets and Liabilities BILL KOLOVANI: Judge Awards Ownership to M&T Bank and Metro Bank BLACK CROW: Files Schedules of Assets and Liabilities BLACK CROW: U.S. Trustee Forms 3-Member Creditors Committee BLACK GAMING: Files Schedules of Assets & Liabilities BLACK GAMING: Gets Court's Nod to Hire KCC as Claims Agent BLACK GAMING: Taps Gordon Silver as Bankruptcy Counsel BUILDING MATERIALS: Moody's Assigns 'B3' Rating on Senior Notes BUILDING MATERIALS: S&P Assigns 'BB-' Rating on $325 Mil. Notes BRUNDAGE-BONE CONCRETE: Court Sets April 16 as Claims Bar Date CAMERON-811: Section 341(a) Meeting Scheduled for April 15 CANWEST GLOBAL: Bidding Process Not Unfair to Catalyst CANWEST GLOBAL: Several Parties Made Bids for CLP by Deadline CANWEST GLOBAL: Wants to Sell Aircraft to First Canadian CATALYST PAPER: 89.96% of Notes Tendered in Exchange CENA LLC: To Liquidate Assets and Surrender Property to Glimcher CENTAUR LLC: Chapter 11 Filing Cues Moody's Rating Cuts to 'D' CENTRAL KANSAS: U.S. Trustee Forms 3-Member Creditors Committee CERUS CORP: 100% of Execs. Performance Bonuses to Be Paid in Cash CERUS CORP: Inks Employment Letter with Laurence Corash CHARLOTTE GOLF: Case Summary & 20 Largest Unsecured Creditors CGR INVESTORS: Case Summary & 8 Largest Unsecured Creditors CHRYSLER LLC: New Chrysler Posts Slight Hike in February Sales CHRYSLER LLC: Reaches Deal With Howard County on Back Taxes CIRCUIT CITY: 2nd Admin. Claims Bar Date Set for March 31 CIRCUIT CITY: Plan Confirmation Hearing Continued to April 6 CIRCUIT CITY: Proposes to Sell Pa. Property to Dowel-Allentown CITADEL BROADCASTING: Court Sets April 21 as Claims Bar Date CITIGROUP INC: Private Bank Unit to Double Size of Workforce COLONIAL BANCGROUP: Claims Ownership of Garland Property CONSECO INC: Pays $2.7-Mil. in Performance Bonuses 5 Executives COOPER-STANDARD: Court OKs Payment to BofA to Arrange Financing COOPER-STANDARD: Disc. Statement Hearing Moved to March 18 COOPER-STANDARD: Wants Removal Period Extended to June 1 COREL CORP: S&P Affirms 'B-' Long-Term Corporate Credit Rating CRYOPORT INC: Warrants Began Trading at OTCBB on March 3 DANNY'S FAMILY: Lawsuits Spur Chapter 11 Filing EASTERN HARBOR REAL: Voluntary Chapter 11 Case Summary EL PASO: Moody's Affirms 'B3' Rating on Mortgage Revenue Bonds ERICKSON RETIREMENT: To Pay $750,000 in Severance to Ex-Workers EVERYDAY LOGISTICS: Taps Backenroth Frankel as Bankr. Counsel FAIRFIELD RESIDENTIAL: Committee Now Supporting Plan FLYING J: Class Plaintiff Asks for Change in Sale to Pilot GENERAL GROWTH: U.S. Trustee Opposes UBS Fees GENERAL GROWTH: Wants to Enforce Stay on Young Lawsuit GENERAL GROWTH: Wants to Expand PwC Work GENERAL MOTORS: Creditors Committee Members Down to 9 GENERAL MOTORS: Names S. Girsky as Vice Chair for Corp. Strategy GENERAL MOTORS: New GM to Invest $494MM for Ecotec Engines GENERAL MOTORS: Three-Member Asbestos Committee Formed GENERAL MOTORS: Trafelet Named Future Claimants Representative GENERAL MOTORS: Urges Govt. to Build More Ethanol Stations GOLDBERG-BAYMEADOWS: Section 341(a) Meeting Scheduled for April 14 GRAHAM PACKAGING: Board Approves Severance & Incentive Plans GREAT ATLANTIC: Aletheia Research Holds 26.59% of Common Stock HC INNOVATIONS: Gets Preliminary Okay to Use Cash Collateral HEARTLAND PUBLICATIONS: Revises Approved Disclosure Statement I & C PROPERTY: Files Schedules of Assets and Liabilities INFOGROUP INC: Fitch Reviews 'Ba3' Corporate Credit Rating INTERNATIONAL ALUMINUM: Files Schedules of Assets and Liabilities INTERNATIONAL COAL: S&P Raises Corporate Credit Rating to 'B+' JOSE YANES: Case Summary & 24 Largest Unsecured Creditors JOYCE LOUNG HO: Case Summary & 18 Largest Unsecured Creditors JSC ALLIANCE BANK: Wins U.S. Bankruptcy Protection KAINOS PARTNERS: Dunkin's Brands Bids to Acquire Assets KENNEDY FUNDING: Fortis Files Suit to Collect $282-Mil. in Loans KEVEN MCKENNA: Bankruptcy Case of Law Firm Dismissed KINSLEY FOREST: Section 341(a) Meeting Scheduled for April 1 KINSLEY FOREST: Wants Jochens Law Office as Bankruptcy Counsel KL ENERGY: Posts $7.0 Million Net Loss in 2009 LEAP WIRELESS: Board Approves 2009 Bonuses for Executives LEAP WIRELESS: EVP Glenn Umetsu to Retire Effective May 14 LEAP WIRELESS: Shutters 27 Cricket Stores, Cuts 180 Jobs LEAP WIRELESS: MetroPCS Interested in Business Combination LEHMAN BROTHERS: Coscan Wants Lift Stay to Pursue Claim LEHMAN BROTHERS: Court Approves LBI Stipulation With TPF LEHMAN BROTHERS: Ex-Director Sues Barclays for $19.6MM Severance LEHMAN BROTHERS: LCPI Sues iStar to Stop Bond Exchanges LEHMAN BROTHERS: Millennium Sues to Recover Investment Equity LEHMAN BROTHERS: Royal Bank of Canada Wants to Set Off Claims LENNY DYKSTRA: Wants Dismissal of Bankruptcy He Started LIMITED BRANDS: Fitch Withdraws 'BB+' Rating on $750 Mil. Loan LIMITED BRANDS: Moody's Upgrades Senior Unsec. Rating to 'Ba1' LOS ANGELES: Wants Bank of New York Mellon to Renegotiate Swap LYONDELL CHEMICAL: Equistar Settles Dow Chemical Claims LYONDELL CHEMICAL: Proposes to Reject Commercial Investment Leases LYONDELL CHEMICAL: Settles Clean Up Dispute With U.S. Government MAJESTIC LLC: Files for Chapter 11 in San Francisco MAJESTIC LLC: Voluntary Chapter 11 Case Summary METALS USA: Files Shelf Prospectus to Issue Common Shares MGM MIRAGE: Moody's Lifts Probability of Default Rating to 'Caa2' MGM MIRAGE: S&P Assigns 'B' Rating on $845 Mil. Senior Notes MISSISSIPPI RIVER: Gets Interim Okay to Obtain DIP Financing MOMENTIVE PERFORMANCE: Narrows Net Loss to $41.8-Mil. for 2009 MONTGOMERY REALTY: Has Confirmation Trial Schedule MOVIE GALLERY: To Close Three Store Locations in Tuscaloosa MOVIE GALLERY: Creditors Committee Wants Hunton as Local Counsel NATURAL PRODUCTS: U.S. Trustee Wants Blackstone Disclosure NAVISTAR INTERNATIONAL: Moody's Maintains 'B1' Long-Term Rating NETBANK INC: $2.9 Mil. Payment to Ex-CEO Wasn't a Preference NEW HAMPSTEAD DEVELOPER: Case Summary & 4 Largest Unsec. Creditors NORTH LOUISIANA: Voluntary Chapter 11 Case Summary NUTRACEA: Wants to Have Until June 8 to Propose a Chapter 11 Plan PAETEC HOLDING: Acquires US Energy, Names Butler as Pres. & CEO PARKER DRILLING: Moody's Affirms 'B1' Corporate Family Rating PATRICK GUIRY: Case Summary & 20 Largest Unsecured Creditors PENTON MEDIA: Emerges From Chapter 11 Reorganization PLAINS EXPLORATION: S&P Gives Negative Outlook; Keeps 'BB' Rating PNG VENTURES: Files Modifications to Reorganization Plan PNM RESOURCES: Moody's Changes Outlook on 'Ba2' Rating to Stable PREMIUM PROTEIN: Hastings Eyes to Acquire Plant Facilities PRIME GROUP: Halts Series B Preferred Dividends; Reviews Options PRIME GROUP: Continental Towers Lender Demands Loan Payment PRINCESS LAND: Case Summary & 3 Largest Unsecured Creditors PRINCESS LAND 2: Case Summary & 4 Largest Unsecured Creditors PROTOSTAR LTD: U.S. Court Extends DIP Loan Maturity Until May 18 RAND INTERNATIONAL: 13 Creditors File Chapter 7 Petition RATHGIBSON INC: Files Chapter 11 Plan to Resolve Financial Issues RAYMOR INDUSTRIES: Investor Group Wants Assets Freeze RC SOONER: Sues Remy for Sale of Units with Defaulted Mortgages RESCARE INC: 4Q09 Earnings Release Won't Move Moody's 'Ba3' Rating ROBERT CARDALI: Voluntary Chapter 11 Case Summary RQB RESORT: Wants Admans and Reese as Special Counsel SEA LAUNCH: Boeing Rips Litigation Bid By Firm's Creditors SEVERN BANCORP: Annual Stockholders' Meeting on April 22 SEVERN BANCORP: Hyatts Hold 15.9% of Common Stock SEVERN BANCORP: Louis Hyatt Holds 10.6% of Common Stock SEVERN BANCORP: Melvin Meekins Holds 5.6% of Common Stock SKY KING: Files Chapter 11 in Sacramento SKY KING: Case Summary & 20 Largest Unsecured Creditors SMART ONLINE: Inks 4th Amended Conv. Sec. Subor. Notes Agreement SONIC AUTOMOTIVE: Moody's Confirms 'B2' Corporate Family Rating SPANSION INC: Apple Appeals 2nd Order on Pact Termination SPANSION INC: Bankruptcy Court Ruling on Chapter 11 Plan Expected SPANSION INC: Wants Plan Exclusivity Until April 30 SPHERIS INC: Committee Proposes Paul Weiss as Counsel STANFORD FINANCIAL: Victims Join Madoff Investors to Lobby Payback STARPOINTE ADERRA: Wants to Sell Condominium 2083 for $288,000 SUBURBAN PROPANE: S&P Assigns 'BB-' Rating on $250 Mil. Notes SUNRISE SENIOR: Director Holladay Won't Vie for Re-Election TAVERN ON THE GREEN: New York City Wins Right to Trade Name TLC VISION: Bid For Equity Committee Denied TOUSA INC: Commences Filing of Omnibus Claims Objections TOUSA INC: Committee Retains Solomon Harris as Special Counsel TOUSA INC: Sets May 14 Lien Claims Bar Date TP INC: Section 341(a) Meeting Scheduled for April 14 TP INC: Wants to Hire Ayers & Haidt as Bankruptcy Counsel TRIBUNE CO: L.A. Times to Sell Zetabid Stake for $10 TRIBUNE CO: PHONES Trustee Sues LBO Lenders to Disallow Claims TRIBUNE CO: Proposes to Amend $30 Mil. Credit Pact With Barclays TYSON FOODS: Fitch Affirms Issuer Default Rating at 'BB' US CONCRETE: Has Substantial Doubt; In Talks for Restructuring VALCOM INC: Posts $285,105 Net Loss in December 31 Quarter VISTEON CORP: Proposes to Employ Hammonds as UK Counsel VISTEON CORP: Retirees Raise Money in Fight to Keep Pensions VISTEON CORP: Union Wants Stay of OPEB Order WASHINGTON MUTUAL: Equity Panel Seeks to Intervene in Adv. Cases WASHINGTON MUTUAL: Equity Panel Sues to Get Shareholders Meet WASHINGTON MUTUAL: Equity Panel Wants PSJC as Fin'l Advisor WESTERN REFINING: S&P Downgrades Corporate Credit Rating to 'B' * Lehman Still Leads in Traded Bankruptcy Claims * Fitch: 2 More Failures Push Bank TruPS CDO Defaults to 11% * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* A-1 EXPRESS RENTAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: A-1 Express Rental Center, Inc. 2515 Mall Drive Eau Claire, WI 54701 Bankruptcy Case No.: 10-11670 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Western District of Wisconsin, http://www.wiw.uscourts.gov(Eau Claire) Judge: Thomas S. Utschig Debtor's Counsel: Daniel R. Freund, Esq. 920 S. Farwell Street, Ste. 1800 P.O. Box 222 Eau Claire, WI 54702-0222 Tel: (715) 832-5151 Fax: (715) 832-5491 Email: freundlaw@fastmail.fm 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/wiwb10-11670.pdf The petition was signed by Michael S. Lueck. ADVOCATE FINANCIAL: Gets March 30 Deadline for Filing of Schedules ------------------------------------------------------------------ The Hon. Elizabeth W. Magner at the U.S. Bankruptcy Court for the Eastern District of Louisiana has extended Advocate Financial, L.L.C.'s deadline for filing schedules of assets and liabilities and statements of financial affairs by an additional 14 days until March 30, 2010. The Debtor asked for the extension, saying that due to its limited manpower, the number of debtor records and the regular duties that limited staff must maintain in the ongoing operation of the business, the Debtor doesn't anticipate having the schedules ready for filing within the 15-day deadline from the Petition Date. Baton Rouge, Louisiana-based Advocate Financial, L.L.C., filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. E.D. La. Case No. 10-10615). Dennis M. LaBorde, Esq., at Baldwin Haspel Burke & Mayer, LLC, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000 as of the Petition Date. ADVOCATE FINANCIAL: Section 341(a) Meeting Scheduled for April 15 ----------------------------------------------------------------- The U.S. Trustee for Region 5 will convene a meeting of creditors in Advocate Financial, LLC's Chapter 11 case on April 15, 2010, at 3:30 p.m. The meeting will be held at F. Edward Hebert Federal Building, Room 111, 600 S. Maestri Street, Louisiana. 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. Baton Rouge, Louisiana-based Advocate Financial, L.L.C., filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. E.D. La. Case No. 10-10615). Dennis M. LaBorde, Esq., at Baldwin Haspel Burke & Mayer, LLC, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000 as of the Petition Date. ADVOCATE FINANCIAL: Taps Baldwin Haspel as Bankruptcy Counsel ------------------------------------------------------------- Advocate Financial, L.L.C., sought and obtained interim authorization from the Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Baldwin Haspel Burke & Mayer, LLC, LLC, as bankruptcy counsel, nunc pro tunc to the Petition Date. Baldwin Haspel will, among other things: a. prepare and pursue confirmation of a plan of reorganization and approval of a disclosure statement; b. prepare on behalf of the Debtor necessary applications, motions, answers, proposed orders, other pleadings, notices, schedules and other documents, and review financial and other reports to be filed; c. advise the Debtor concerning and prepare responses to applications, motions, pleadings, notices and other documents which may be filed by other parties herein; and d. appear in Court to protect the interests of the Debtor before the Court. Baldwin Haspel will be paid based on the hourly rates of its personnel: Dennis M. Laborde $325 Stephen P. Schott $300 Associates $180-$250 Paralegals $90 The Debtor assured the Court that Baldwin Haspel is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court has set a final hearing for April 13, 2010, at 2:00 p.m., on the Debtor's request to employ Baldwin Haspel as bankruptcy counsel. Baton Rouge, Louisiana-based Advocate Financial, L.L.C., filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. E.D. La. Case No. 10-10615). The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. ALERIS INT'L: PBGC Fights Plan Over $91M Claims Treatment --------------------------------------------------------- The Pension Benefit Guaranty Corp. has lashed out at Aleris International Inc.'s reorganization plan, saying it doesn't adequately address $91.2 million in obligations and liabilities the government agency claims it is owed by the aluminum products and recycling firm, according to Law360. Aleris International, Inc., and its debtor affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware their joint plan of reorganization and the Disclosure Statement explaining the Plan on February 5, 2010. A hearing will be held on March 12, 2010, at 9:30 a.m. (Prevailing Eastern Time) to consider the entry of an order finding, among other things, that the Disclosure Statement contains "adequate information" within the meaning of section 1125 of the Bankruptcy Code and approving the Disclosure Statement. Click below to view the documents: The Plan has substantial support from Aleris's creditors, as demonstrated by an Equity Commitment Agreement executed by certain investment funds managed by Oaktree Capital Management, L.P., affiliates of Apollo Management, L.P. and Sankaty Advisors, LLC, or "the Backstop Parties." Oaktree, Apollo, and Sankaty are three of the Debtors' largest lenders. Pursuant to the Equity Commitment Agreement, the Backstop Parties have committed to backstop a rights offering of equity and debt of up to approximately $690 million. The creditors hold over 67% of Aleris's U.S. Roll-up Term Loan. Proceeds of the rights offering will be used to provide working capital to the Company and to fund payments under the Plan, including repayment of the debtor-in-possession financing, payment of administrative expenses, and funding of distributions to prepetition creditors. A full-text copy of the Plan is available for free at: http://bankrupt.com/misc/Aleris_Plan.pdf A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Aleris_DS.pdf About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALL AMERICAN: Files Schedules of Assets and Liabilities ------------------------------------------------------- All American Properties, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $2,552,517 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,100,000 E. Creditors Holding Unsecured Priority Claims $65,653 F. Creditors Holding Unsecured Non-priority Claims $71,037,602 ----------- ----------- TOTAL $2,552,517 $79,203,255 New York-based All American Properties, Inc., filed for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr. M.D. Pa. Case No. 10-00273). The Company listed Robert E. Chernicoff, Esq., at Cunningham and Chernicoff PC, in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ALLEN BARRON THOMAS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Joint Debtors: Allen Crawford Barron Thomas Lea Morena Barron Thomas 306 Boyce Street Santa Rosa, CA 95401 Bankruptcy Case No.: 10-10798 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtors' Counsel: Michael C. Fallon, Esq. Law Offices of Michael C. Fallon 100 E St. #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 Email: mcfallon@fallonlaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $2,545,222 and total debts of $4,000,427. 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/canb10-10798.pdf The petition was signed by the Joint Debtors. AHNO LLC: Involuntary Chapter 11 Case Summary --------------------------------------------- Alleged Debtor: AHNO, LLC dba Ambassador Hotel 535 Tchoupitoulas Street New Orleans, LA 70130 Case Number: 10-10706 Involuntary Chapter 11 Petition Date: March 9, 2010 Court: Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Petitioner's Counsel: William E. Steffes, Esq. Steffes Vingiello & McKenzie LLC 13702 Coursey Boulevard, Building 3 Baton Rouge, LA 70817 Tel: (225) 751-1751 Fax: (225) 751-1998 Email: bsteffes@steffeslaw.com Debtors' Counsel: Jan Marie Hayden, Esq. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 Email: jhayden@hellerdraper.com AHNO, LLC and debtor-affiliates' petitioners: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Mark Kelley $5,672 15139 Walnut Grove Drive Draper, UT 84020 New Media Solutions,Inc. Marketing Services $14,315 3433 Highway 190, Ste. 333 Mandeville, LA 70471 Dessus Management IT Support $3,000 630 Fox Field Lane Mandeville, LA 70447 Destination Management, Group Sales $1,500 Inc. 4220 Howard Avenue New Orleans, LA 70125 --------- Total Amount of Petitioner's Claims: $24,487 ALMATIS: To File for Chapter 11 with $1-Bil. Debt Plan ------------------------------------------------------ Bloomberg News reports that Almatis will implement a restructuring by filing for bankruptcy protection in the United States under Chapter 11 of the Bankruptcy Code. Almatis has said it has approval from a two-thirds majority of senior lenders to restructure $1 billion of debt. "The proposed restructuring would result in significant reduction in financial indebtedness and allow the business to continue its expansion in growth markets. The company is pleased that a consensus has been reached by a majority of its senior lenders and is presently considering its response," Almatis said in a statement. According to Bloomberg, Dubai International Capital LLC took control of Almatis after a $1.2 billion buyout in 2007. Banks including UBS AG and Bahrain-based Arab Banking Corp. helped finance Almatis' buyout with $970 million of loans, including $235 million in junior debt. The company breached terms of the loans in the first half of 2009 as the global economic slowdown hurt demand for its products. Oaktree Capital Management LLC, the biggest holder of Almatis' senior loans with a 38% stake, was seeking control of the company in exchange for writing off some of the debt. According to Financial Times, the restructuring plan provides for these terms: -- The Plan would more than halve Almatis's debts to about $422 million, with senior lenders, which are owed about $680 million, being offered a choice of options under the restructuring. -- Oaktree would own 80% of the reorganized company. -- Lenders can either opt for a share of new senior debt and a cash pay-out equivalent to a recovery of their claims of 86.5 cents on the dollar, along with a share of a 13.5% stake in the Company, in exchange for writing off their debt. The alternative is a greater share of the equity in the company, which Oaktree is expected to take, involving 45 cents worth of new subordinated debt and a share of 86.5% of the equity. It is assumed that the remaining 54 per cent of lenders will opt for the first option. -- The Plan will wipe out the debt claims of more subordinated mezzanine and second-lien lenders, as well as Dubai International Capital's equity stake. -- Subordinated lenders are expected to receive warrants that will allow them a small share of any proceeds from a sale of the Company. About Almatis Almatis, operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. AMACORE GROUP: Names Keith Hughes as Member of the Board -------------------------------------------------------- The Amacore Group Inc. appointed Keith Hughes as a member of its Board of Directors. Mr. Hughes has served as the Chief Financial Officer and Chief Compliance Officer of Vicis Capital LLC since 2006. Vicis is the holder of the majority of the Company's Class A Common Shares, which represents approximately 86.5% of the Company's outstanding voting capital. Prior to joining Vicis, he served as Managing Director of International Fund Services, a fund administrator, since 2001. Mr. Hughes is a Certified Public Accountant and graduated from St. John's University in 1978 with a B.A. in Accounting. About Amacore Group Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) -- http://www.amacoregroup.com/-- provides health-related membership benefit programs, insurance programs, and other innovative and high-quality solutions to individuals, families and employer groups nationwide. Through its wholly owned subsidiary, LifeGuard Benefit Solutions Inc., Amacore has the ability to provide administrative and back- office services to other healthcare companies in addition to expanding its own call center capability through its wholly owned subsidiary, JRM Benefits Consultants LLC and US Heath Benefits Group Inc., a call center-based marketing company. Zurvita Inc., Amacore's newly formed, wholly owned subsidiary specializing in direct to consumer multi-level marketing, provides yet another channel for Amacore's ever-increasing range of healthcare and healthcare-related products. At September 30, 2009, the Company had $17,631,062 in total assets against $21,817,237 in total liabilities and $1,211,000 in Redeemable preferred stock -- Zurvita Holdings. At September 30, the Company had accumulated deficit of $129,443,586 and stockholders' deficit of $5,397,175. Going Concern Doubt McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial results for the year ended December 31, 2008. The auditors pointed that the Company has suffered recurring losses from operations and has negative working capital. According to the Company's Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company is in default under: -- a Promissory notes payable to investors and shareholders; bearing interest ranging from 8% to 10% per annum; due December 2006. About $415,000 was due under the notes payable as of September 30; -- a Convertible promissory note payable to investor; bearing interest at 7.5% per annum; due December 2006. About $100,000 was due under the notes payable as of September 30; -- a Promissory notes payable to investors and shareholders; bearing interest of 1.53% per annum; due through June 2004, increasing to 15% thereafter. About $114,950 was due under the notes payable as of September 30. AMBAC FINANCIAL: Third Avenue Holds 3.24% of Common Stock --------------------------------------------------------- Third Avenue Management LLC in New York disclosed that as of January 31, 2010, it may be deemed to beneficially own 9,329,668 shares or roughly 3.24% of the common stock of Ambac Financial Group. Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 8,955,191 of the shares reported by TAM; and Third Avenue Value Portfolio of the Third Avenue Variable Series Trust, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 374,477 of the shares reported by TAM. Poison Pill On February 2, 2010, Ambac entered into a Tax Benefit Preservation Plan with Mellon Investor Services LLC, as Rights Agent. The Plan was adopted to protect the Company's valuable federal net operating losses under Section 382 of the Internal Revenue Code of 1986, as amended. As of September 30, 2009, the Company had NOLs amounting to roughly $4.5 billion. The Company can utilize the tax attributes in certain circumstances to offset future U.S. taxable income and reduce the Company's U.S. federal income tax liability, which may arise even in periods when the Company incurs an accounting loss for reporting purposes. The Company's ability to use the NOLs could be substantially limited if there were an "ownership change" as defined under Section 382 of the Code. In general, an ownership change would occur if certain ownership changes related to the Company's stock held by 5% or greater shareholders exceeded 50%, measured over a rolling up to three year period beginning with the last ownership change. These provisions can be triggered not only by new issuances and merger and acquisition activity, but by normal market trading, as well. The rights plan is designed to deter trading that would lead to the loss of the Company's valuable NOLs and the resulting reduction in shareholder value. Ambac's Board of Directors has the discretion to exempt an acquisition of common stock from the provisions of the rights plan if it determines that the acquisition will not jeopardize tax benefits or is otherwise in the Company's best interests. The rights plan was adopted with the sole intent of preserving the Company's tax attributes, and not with the goal of deterring any strategic transactions. Ambac said its Board remains open to considering all alternatives to maximize stockholder value. Under the Plan, from and after the record date of February 16, 2010, each share of Ambac common stock carried with it one preferred share purchase right, until the Distribution Date or earlier expiration of the Rights. The Rights will work to impose a significant penalty upon any person or group which acquires 4.9% or more of Ambac's outstanding common stock after February 2, 2010, without the approval of Ambac's Board. Shareholders who own 4.9% or more of the outstanding common stock as of the close of business on February 2, 2010, will not trigger the Rights so long as they do not (i) acquire additional shares of common stock representing 1.0% or more of the shares of common stock then outstanding or (ii) fall under 4.9% ownership of common stock and then reacquire shares that in the aggregate equal 4.9% or more of the common stock. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provide financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial Group, Inc. common stock is listed on the New York Stock Exchange (ticker symbol ABK). Ambac's principal operating subsidiary is Ambac Assurance Corporation, a guarantor of public finance and structured finance obligations. Ambac Assurance has earned a Caa2 rating from Moody's Investors Service, Inc. with a developing outlook and a CC rating from Standard & Poor's Ratings Services with a developing outlook. Moody's Investors Service at the end of July 2009 downgraded to Caa2 from Ba3 the insurance financial strength ratings of Ambac Assurance Corporation and Ambac Assurance UK Limited. The rating action was prompted by Ambac's announced large loss reserve increase and credit impairment charge estimated for 2Q 2009. AMBAC FINANCIAL: Vanguard Group Holds 5.46% of Common Stock ----------------------------------------------------------- The Vanguard Group, Inc., in Malvern, Pennsylvania, disclosed that as of December 31, 2010, it may be deemed to beneficially own 15,719,263 shares or roughly 5.46% of the common stock of Ambac Financial Group. Poison Pill On February 2, 2010, Ambac entered into a Tax Benefit Preservation Plan with Mellon Investor Services LLC, as Rights Agent. The Plan was adopted to protect the Company's valuable federal net operating losses under Section 382 of the Internal Revenue Code of 1986, as amended. As of September 30, 2009, the Company had NOLs amounting to roughly $4.5 billion. The Company can utilize the tax attributes in certain circumstances to offset future U.S. taxable income and reduce the Company's U.S. federal income tax liability, which may arise even in periods when the Company incurs an accounting loss for reporting purposes. The Company's ability to use the NOLs could be substantially limited if there were an "ownership change" as defined under Section 382 of the Code. In general, an ownership change would occur if certain ownership changes related to the Company's stock held by 5% or greater shareholders exceeded 50%, measured over a rolling up to three year period beginning with the last ownership change. These provisions can be triggered not only by new issuances and merger and acquisition activity, but by normal market trading, as well. The rights plan is designed to deter trading that would lead to the loss of the Company's valuable NOLs and the resulting reduction in shareholder value. Ambac's Board of Directors has the discretion to exempt an acquisition of common stock from the provisions of the rights plan if it determines that the acquisition will not jeopardize tax benefits or is otherwise in the Company's best interests. The rights plan was adopted with the sole intent of preserving the Company's tax attributes, and not with the goal of deterring any strategic transactions. Ambac said its Board remains open to considering all alternatives to maximize stockholder value. Under the Plan, from and after the record date of February 16, 2010, each share of Ambac common stock carried with it one preferred share purchase right, until the Distribution Date or earlier expiration of the Rights. The Rights will work to impose a significant penalty upon any person or group which acquires 4.9% or more of Ambac's outstanding common stock after February 2, 2010, without the approval of Ambac's Board. Shareholders who own 4.9% or more of the outstanding common stock as of the close of business on February 2, 2010, will not trigger the Rights so long as they do not (i) acquire additional shares of common stock representing 1.0% or more of the shares of common stock then outstanding or (ii) fall under 4.9% ownership of common stock and then reacquire shares that in the aggregate equal 4.9% or more of the common stock. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provide financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial Group, Inc. common stock is listed on the New York Stock Exchange (ticker symbol ABK). Ambac's principal operating subsidiary is Ambac Assurance Corporation, a guarantor of public finance and structured finance obligations. Ambac Assurance has earned a Caa2 rating from Moody's Investors Service, Inc. with a developing outlook and a CC rating from Standard & Poor's Ratings Services with a developing outlook. Moody's Investors Service at the end of July 2009 downgraded to Caa2 from Ba3 the insurance financial strength ratings of Ambac Assurance Corporation and Ambac Assurance UK Limited. The rating action was prompted by Ambac's announced large loss reserve increase and credit impairment charge estimated for 2Q 2009. AMBAC FINANCIAL: Agrees to Pay $650,000 Severance to Ex-CFO ----------------------------------------------------------- Ambac Financial Group Inc. entered into an agreement and general release with Sean Leonard, the former Senior Vice President and Chief Financial Officer of Ambac and Ambac Assurance Corporation. Mr. Leonard resigned on Dec. 4, 2009. Under the Agreement, Mr. Leonard will be paid a severance payment in the amount of $650,000, as well as up to a total of $25,000 for legal expenses and outplacement services and coverage under the Ambac's medical plan at the employee rate for six months. In consideration for the severance payment, Mr. Leonard agreed to: i) confidentiality obligations ii) a 12 month non-competition and non-solicitation commitment; and iii) to execute a Waiver and General Release Agreement by which he will release Ambac from all potential liability for claims arising out of his employment with Ambac. The Agreement provides that if Mr. Leonard breaches the terms set forth in (i) or (ii) above or fails to execute the Release, Ambac shall cease to have to make any payments under the Agreement and shall be entitled to require Mr. Leonard to return all payments made pursuant to the Agreement other than payments for legal expenses. Mr. Leonard also agreed that for a period of 12 months after the Last Employment Date, he will make himself reasonably available to Ambac and provide information to Ambac or its representatives in connection with any matters relating to the business or affairs of Ambac, and any pending or future governmental or regulatory investigation, civil or administrative proceeding, litigation or other proceeding related to the business of Ambac during his term as an officer of Ambac. Ambac will reimburse Mr. Leonard for any lost wages and reasonable out-of-pocket expenses incurred in connection with the provision of these services. Mr. Leonard agreed that he would refrain from making, directly or indirectly, now or at any time in the future: * any defamatory or product disparaging comment concerning Ambac or any of Ambac's current or former directors, officers or employees; or * any other comment that could reasonably be expected to be detrimental to Ambac's business or financial prospects or reputation. In addition, Ambac agreed to direct its executive officers and directors not to disparage Mr. Leonard. Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provide financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial Group, Inc. common stock is listed on the New York Stock Exchange. Ambac's principal operating subsidiary is Ambac Assurance Corporation, a guarantor of public finance and structured finance obligations. Ambac Assurance has earned a Caa2 rating from Moody's Investors Service, Inc. with a developing outlook and a CC rating from Standard & Poor's Ratings Services with a developing outlook. Moody's Investors Service at the end of July 2009 downgraded to Caa2 from Ba3 the insurance financial strength ratings of Ambac Assurance Corporation and Ambac Assurance UK Limited. The rating action was prompted by Ambac's announced large loss reserve increase and credit impairment charge estimated for second quarter 2009. AMERICAN EQUITY: Fitch Affirms Issuer Default Rating at 'BB+' ------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating of American Equity Investment Life Holding Company at 'BB+' and the Insurer Financial Strength ratings at 'BBB+' for its insurance operating subsidiaries, American Equity Investment Life Insurance Company and American Equity Investment Life Insurance Company of New York. Fitch has also removed the ratings from Rating Watch Negative. The Rating Outlook is Stable. A detailed ratings list follows the end of this release. The rating action follows AEL's recent announcement that the company has resolved the Wells Notice with the U.S. Securities and Exchange Commission, which was issued in May 2009 to AEL's Chairman David Nobel and its CEO and President Wendy Waugaman in connection with certain disclosures regarding transactions involving AEL and American Equity Investment Service Company. The resolution has no financial penalty for AEL and does not result in a change in leadership, which were two concerns of Fitch's when it placed the ratings on Watch Negative. Fitch views AEL's chief credit strengths to include: -- A high credit quality bond portfolio; -- Improved operating performance; -- Adequate statutory capital for the rating. Fitch views AEL's bond portfolio to be of high credit quality at year-end 2009. U.S. Government sponsored agencies accounted for 37% of fixed income securities and 97% of the portfolio was investment grade according to NAIC standards. Given the composition of the investment portfolio, AEL had comparably less investment related losses in 2009 than many of its peers. Although the composition of AEL's portfolio has changed in 2009 and will continue to change as certain fixed maturity securities are subject to call redemption, Fitch believes AEL will have some advantages to reinvestment with 20/20 hindsight in this economic environment to avoid riskier asset classes and sectors as well as to participate in good-quality spread opportunities. However, even with this potential advantage, Fitch still expects credit risk will rise to levels more consistent with historical life insurance industry averages, as measured by below investment grade securities to total adjusted capital. AEL's BIG/TAC is estimated at 34% at year-end 2009 versus the industry average of 61% at year-end 2008. Fitch also believes that AEL's operating earnings have benefited in this economic environment. Sales of its fixed indexed annuity products have been strong as consumers have veered away from variable annuity products. In addition, spreads on AEL's account values have widened given higher investment yields and lower average crediting rates. Fitch expects some of these trends will continue into 2010, which should minimize earnings and capital volatility over the near term. Additional strengths include AEILIC's strong position in the FIA market and strong servicing reputation with its chosen distribution net work, national marketing organizations (NMO). AEILIC's statutory total adjusted capital increased 18% in 2009 to $1.2 billion. Fitch views AEILIC's year-end 2008 NAIC risk-based capital ratio of 337% as adequate for the rating category, but recognizes it was a meaningful decline from 426% at year-end 2007, albeit Fitch recognizes the 2007 RBC was unusually high and well above management's 300% stated target. Fitch attributes much of the change in RBC to higher asset charges given the shift in asset mix as well as an increase in below investment grade securities (up to 3.3% at year-end 2009 from less than 1% in 2007). Fitch expects an increase in below investment grade securities to continue to put pressure on AEILIC's RBC ratio in 2009, but also anticipates AEILIC to maintain an RBC above 300% by year-end 2009. In order to do so, AEL may need to manage sales growth given the strain new FIA sales have on RBC. AEL's new commission structure should help to relieve some pressure as well. Historically, AEL has relied on access to the capital markets to support sales capacity. However, access may not be available in the challenging economic environment, which does limit AEL's financial flexibility, in Fitch's view. Fitch's rating concerns include: -- AEL's lack of diversification in revenue and earnings, as well as distribution; -- Increased credit risk in AEL's investment portfolio over the next couple of years, particularly commercial mortgage loans, in a difficult economic environment; -- A spike in interest rates and surrender rates. Fitch's concern with AEL's lack diversification is heightened given the SEC's 151A ruling for the treatment of FIAs as securities. However, if the ruling is not overturned beforehand (the ruling is currently on appeal), AEL will have until what now looks to be January 2013 to accommodate for the new regulations. Fitch believes there is risk to current level sales and profitability while the company undergoes any necessary transition. Fitch believes that AEL's investment portfolio's credit quality will deteriorate from its historically high level given that some of the company's fixed income securities will become subject to call redemption in 2010. AEL has invested new money primarily in corporate bonds (largely rated 'A' and 'BBB') and RMBS securities, which could give rise to higher investment losses than Fitch's expectations. Additionally, Fitch is concerned that AEL may experience higher-than-expected investment losses given its above- average investment exposure to commercial real estate related assets, which primarily consists of directly placed commercial mortgage loans and represents over 16% of total invested assets as of year-end 2009. Like many fixed annuity books of business, AEL's primary business risk is to a spike in interest rates concurrent with increased surrender rates. In Fitch's opinion, interest rate risk is AEILIC's chief balance sheet risk, as the market values of its assets and liabilities are sensitive to changes in interest rates. This concern is amplified by AEILIC's investment portfolio's significant allocation to U.S. government agency callable securities, which raises the level of interest rate sensitivity as well as reinvestment risk, albeit this risk is softening as more agency bonds get called. Fitch also recognizes that AEILIC has made improvements in its investment management capabilities and asset liability management program in recent years. Additionally FIAs include product features such as surrender charges and terms that are designed to limit withdrawals, and thus help protect against reinvestment risk. Future credit considerations: -- Fitch would consider revising AEL's ratings or Outlook if other than temporary impairments from AEL's investment portfolio began to contribute more-than-expected volatility to earnings and capital than what Fitch considers reasonable at the current rating category. -- Fitch would also expect downward pressure on AEL's ratings if AEL were not able to react appropriately to changes in the regulatory environment for the sales of FIA products, particularly with respect to Rule 151A. AEL is headquartered in Des Moines, Iowa and had reported total GAAP assets of $21.3 billion and equity of $754.6 million at Dec. 31, 2009. AEILIC, the main operating subsidiary of AEL, is also headquartered in Des Moines and had total capital and surplus of $1.193 billion at Dec. 31, 2009. Fitch has affirmed these ratings with a Stable Outlook: American Equity Investment Life Holding Company -- Issuer Default Rating at 'BB+'; -- 5.25% senior convertible debentures due 2024 at 'BB'; -- 5.25% senior convertible debentured due 2029 at 'BB'; -- Trust preferred securities at 'B+'. American Equity Investment Life Insurance Company -- Insurer Financial Strength at 'BBB+'. American Equity Investment Life Insurance Company of New York -- IFS at 'BBB+'. ASARCO LLC: Asbestos Trust Wants to End 2 Escrow Agreements ----------------------------------------------------------- The ASARCO Asbestos Personal Injury Settlement Trust relates that two escrow accounts were established during the Debtors' bankruptcy cases to hold the proceeds of various asbestos-related insurance settlements. They are: (1) The Asbestos Subsidiary Debtors' escrow account at Wells Fargo Bank; and (2) Certain Settling London Market Insurers' escrow account at Wells Fargo. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, in Dallas, Texas, relates that on the Plan Effective Date, the Asbestos Trust was created and funded with the "Section 524(g) Trust Assets," which includes directly or indirectly, the Asbestos Insurance Recoveries. The Debtors transferred to the Asbestos Trust all of their rights relating to any "benefits and/or proceeds of any Asbestos Insurance Policy or Asbestos Insurance Settlement Agreement." This includes the remaining balances in both Wells Fargo Escrow Accounts. Accordingly, the Asbestos Trust asks the Court to terminate the two Wells Fargo Escrow Agreements and direct Wells Fargo to transfer the remaining balances in the Escrow Accounts to the Asbestos Trust. The current balance in the First Escrow Account is $21,153 plus accrued interest. The Second Escrow Account has a balance of $9 plus accrued interest. Mr. Esserman discloses that the Asbestos Trust has conferred with Wells Fargo, Reorganized ASARCO and the Parent regarding the relief sought, and they have no objection to the requested relief. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Fee Examiner Request Under Advisement ------------------------------------------------- As per the minutes of a February 23, 2010 hearing, Judge Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas did not rule on ASARCO LLC's request for the appointment of an independent fee examiner pending his review of objections lodged against the request. The Bankruptcy Court took the matter under advisement. As previously reported, ASARCO LLC sought the appointment of an independent fee examiner to help ensure that the professional services rendered to its bankruptcy estate were reasonable, necessary and cost-effective as required by the Bankruptcy Code. Several parties filed responses to the request, including the Future Claims Representative, the Environment and Natural Resources Division of the United States of America's Department of Justice, Baker Botts L.L.P., Stutzman, Bromberg, Esserman & Plifka and Jordan, Hyden, Womble, Culbreth & Holzer, P.C. The responding parties assert that the appointment of a Fee Examiner will not serve a useful purpose, and is unnecessary and inappropriate at this point in the Debtors' bankruptcy cases. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Judge Hanen Orders Negotiations for Multi-Year CBA -------------------------------------------------------------- Judge Andrew S. Hanen of the U.S. District Court for the Southern District of Texas, in an order, acknowledged the notice of extension of the collective bargaining agreement between ASARCO LLC and various unions through June 30, 2011. "While the Court feels that this extension reflects some serious negotiations between all concerned and that it provides ASARCO some breathing space as it exits bankruptcy, the Court finds that it probably represents only a good start," Judge Hanen says. "There is no reason that negotiations for a true long-term agreement between the parties should not commence within the next six months," he notes. The Court avers that ASARCO and the unions have led it to believe that a true multi-year accord requires time, patience and diligence. The Court says it has no reason to doubt the accuracy of the parties' representations. The Court further opines that to reach an agreement, the parties would need to nail down a number of moving parts simultaneously, and to accomplish that goal, both sides must also be serious about accommodating the needs of the other. "True serious negotiations are key for the well-being of the company, its stockholder, its workforce and the communities in which they all inhabit," Judge Hanen says. Accordingly, Judge Hanen directs the parties to set a time and date, prior to June 30, 2010, for the initiation of negotiations that might actually result in a multi-year CBA agreement and to apprise the Court on the matter. To recall, ASARCO LLC's miners and Grupo Mexico, S.A.B. DE C.V., have agreed to extend their existing contract for one more year, through and including June 30, 2011. Asarco Incorporated and Americas Mining Corporation previously informed the Court that they have caused ASARCO LLC, as employer of the employees covered under the existing CBA, to make a counter proposal to the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union AFL-CIO. The parties' representatives met in Phoenix, Arizona, on February 4, 2010, to meet face-to-face for collective bargaining negotiations. On February 9, 2010, after addressing some details, ASARCO and the Union reached a mutual agreement on the Union-proposed Memorandum of Agreement. Manuel Ramos, company president, and Jorge Lazalde, executive vice president, signed the MOA on behalf of ASARCO LLC, and Robert LaVenture, District Director of District 12 USW, signed on behalf of the Steelworkers. The MOA covers eight unions and approximately 1,700 employees at ASARCO LLC's facilities in Arizona and Texas. A copy of the MOA can be obtained for free at: http://bankrupt.com/misc/ASARCO_Union_MoA_02092010.pdf Under the MOA, the parties agreed: (a) to modify the termination date of the 2007 CBA from June 30, 2010, to and through June 30, 2011; (b) that the USW is authorized to designate one member of ASARCO LLC's Board of Directors with provisions concerning the same to be governed by Article 11, Section A of the 2007 CBA; (c) to modify portions of the neutrality language of the 2007 CBA; and (d) that ASARCO would undertake certain actions regarding the pension plan applicable to bargaining unit employees. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ATLANTIC COAST: Files Schedules of Assets & Liabilities ------------------------------------------------------- Atlantic Coast Paladin Shores, LLC, has filed with the U.S. Bankruptcy Court for the Southern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $13,500,000 B. Personal Property $3,039 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $2,943,543 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $120,000 ----------- ----------- TOTAL $13,503,039 $3,063,543 Sebastian, Florida-based Atlantic Coast Paladin Shores, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. S.D. Fla. Case No. 10-15275). Martin Werner, Esq., who has an office in Boca Raton, Florida, assists the Company in its restructuring effort. ATLANTIC COAST: Section 341(a) Meeting Scheduled for April 9 ------------------------------------------------------------ The U.S. Trustee for Region 21 will convene a meeting of creditors in Atlantic Coast Paladin Shores, LLC's Chapter 11 case on April 9, 2010, at 8:30 a.m. The meeting will be held at Flagler Waterview Building, 1515 N Flagler Dr Room 870, West Palm Beach, FL 33401. 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. Sebastian, Florida-based Atlantic Coast Paladin Shores, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. S.D. Fla. Case No. 10-15275). Martin Werner, Esq., who has an office in Boca Raton, Florida, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $13,503,039, and total debts of $3,063,543. AUTOBACS STRAUSS: May Have Financing From NewAlliance ----------------------------------------------------- Bill Rochelle at Bloomberg News reports that Autobacs Strauss Inc., doing business as Strauss Discount Auto, has a proposal from NewAlliance Commercial Finance to provide as much as $10 million to finance an exit from Chapter 11 reorganization. So that the subsidiary of NewAlliance Bancshare Inc. will perform the necessary financial investigation, Strauss Auto filed a motion set seeking authority to pay the lender a $25,000 deposit. A hearing is scheduled for March 11. Autobacs Strauss has already submitted a Chapter 11 plan. Japan's Autobacs Seven Co., the former parent of Autobacs Strauss, however, is urging the Bankruptcy Court to disapprove the disclosure statement. Autobacs Seven contends the plan can't be confirmed because it violates the so-called absolute priority rule, which says that stockholders can't retain ownership when creditors aren't paid in full. Autobacs Strauss has filed a reorganization plan that would give ownership to GRL Capital Advisors LLC once general unsecured creditors have been paid 45% of claims estimated to be $15.2 million. The Plan provides that unsecured creditors will receive notes allowing them to be paid 53.25% within two years of plan confirmation from a portion of cash flow. If distributions are less within two years, then the notes increase so creditors would receive as much as 65% from cash flow. In addition, unsecured creditors will receive most of the proceeds from a pending lawsuit against the parent company, Japan's Autobacs Seven Co. A portion of lawsuit recoveries would be applied against the notes. The Company itself can receive a portion of lawsuit recoveries from the parent. The Plan provides that avoidance actions against creditors will be waived. The treatment of the parent under the Plan depends on the outcome of the lawsuit. If the creditors have their way, the parent, which has a claim for $44 million, will see its claim subordinated. About Autobacs Strauss Headquartered in South River, New Jersey, Autobacs Strauss Inc. -- http://www.straussauto.com/-- sells after-market automotive parts and accessories, and operate automotive service centers located in New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania. The Company operates 86 retail store locations and has about 1,450 employees. The Company filed for Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Case No. 09-10358). Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP, represents the Debtor in its restructuring efforts. As of January 3, 2009, the Debtor had total assets of $75,000,000 and total debts of $72,000,000. The Chapter 11 case is Strauss's third. The preceding Chapter 11 case ended with confirmation of a Chapter 11 plan in April 2007. The Company was then named R&S Parts & Service Inc. AVIS BUDGET: Prices Proposed $450-Mil. Sr. Notes at 98.634% of Par ------------------------------------------------------------------ Avis Budget Group Inc. said that its wholly owned subsidiary, Avis Budget Car Rental LLC, has priced an offering of $450 million aggregate principal amount of 9 5/8% senior notes due 2018. The sale of the new notes is expected to be completed on or about March 10, 2010, subject to customary closing conditions. The Company expects to complete the proposed amendment to its senior credit facility, which, among other things, will reduce the maximum size of the facility to $1.5 billion and extend the maturities of approximately $1.25 billion by two years. The notes were priced at 98.634% of par, will be senior unsecured obligations of Avis Budget Car Rental, LLC and will be guaranteed on a senior basis by Avis Budget Group, Inc. and certain of its domestic subsidiaries. Avis Budget Group intends to use the net proceeds of the offering, together with cash on hand, to help repay outstanding indebtedness on its floating rate term loan and for general corporate purposes. Including the effect of interest rate hedges, the floating rate term loan being repaid has an effective interest rate of approximately 9.2%. A full-text copy of the Purchase Agreement, as of March 5, 2010, is available for free at http://ResearchArchives.com/t/s?5819 About Avis Budget Group Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/ -- provides vehicle rental services, with operations in more than 70 countries. Through its Avis and Budget brands, the Company is a general-use vehicle rental company in each of North America, Australia, New Zealand and certain other regions based on published airport statistics. Avis Budget Group is headquartered in Parsippany, N.J. and has roughly 24,000 employees. At December 31, 2009, the Company had $10.093 billion in total assets against total current liabilities of 1.284 billion, total liabilities exclusive of liabilities under vehicle programs of $4.033 billion, and liabilities under vehicle programs of $5.828 billion, resulting in stockholders' equity of $222 million. * * * As reported by the Troubled Company Reporter on February 19, 2010, Moody's Investors Service changed the rating outlook for Avis Budget Car Rental LLC to Positive from Negative. The company's ratings remain unchanged -- Corporate Family Rating at B2; Probability of Default Rating at B2; senior secured credit facilities at Ba3; senior unsecured at Caa1; and Speculative Grade Liquidity rating at SGL-3. The change in outlook reflects the considerable improvement that continues to take place in Avis' operating, competitive, and funding environment. As reported by the TCR on February 4, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Avis Budget Group Inc. to 'B+' from 'B-'. S&P also raised the other ratings on the company by two notches, and the recovery ratings on the company's secured and unsecured debt remain unchanged. AVISTAR COMMS: Raises Annual Salary of CFO by 14% ------------------------------------------------- The Compensation Committee of Avistar Communications Corporation approved an increase in the annual salary for Elias MurrayMetzger from $187,813 to $215,000, effective March 1, 2010. Mr. MurrayMetzger is the chief financial officer, chief administrative officer and corporate secretary of the Company. About Avistar Communications Headquartered in San Mateo, California, Avistar Communications Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a portfolio of 80 patents for inventions in video and network technology and licenses IP to videoconferencing, rich-media services, public networking and related industries. Current licensees include Sony Corporation, Sony Computer Entertainment Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and Emblaze-VCON. At September 30, 2009, the Company had $2.4 million in total assets, including $382,000 in cash and cash equivalents, against $14.9 million in total liabilities, resulting in stockholders' deficit of $12.5 million. BERNARD MADOFF: Victims Join Stanford Investors to Lobby Payback ---------------------------------------------------------------- According to reporting by Robert Schmidt and Jesse Westbrook, victims of Bernard Madoff and accused Ponzi schemer R. Allen Stanford are banding together to lobby Congress for a law that could require Wall Street firms to pay billions of dollars to cover some of the losses they suffered. The Bloomberg report relates that the groups aim to persuade Congress to add a requirement to the regulatory overhaul bill, now under Senate consideration, that brokerage firms pay about $4 billion in additional fees to the Securities Investor Protection Corp. fund. SIPC protects U.S. investors' accounts against fraud or bankruptcy. The victims also want Congress to require the fund to compensate them up to $500,000 each in losses. According to Bloomberg, both groups of victims want the Senate measure to require brokerage firms, which paid only $150 each annually into the SIPC fund for more than a decade until 2009, to pony up the estimated $4 billion in retroactive charges. Bloomberg notes that SIPC, created by Congress in 1970, has a limited mandate, unlike the Federal Deposit Insurance Corp., which insures bank accounts up to $250,000 per depositor. The fund is arguing that the Stanford investors are not covered because they purchased their fraudulent securities from a foreign bank -- Stanford's investment products were issued through a bank in Antigua -- even though his firm had operations in the U.S. and made payments to SIPC. SIPC also won't cover the claims of Madoff victims who withdrew more money from Madoff's funds than they put in. Despite objections by victims, a bankruptcy judge has affirmed a liquidating trustee's proposal to disregard phony profits in paying off claims of Madoff victims. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. 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. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. 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 in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) About Stanford International Bank Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management serves more than 70,000 clients in 140 countries. On February 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission, on Feb. 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi- billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. The criminal case is U.S. v. Stanford, H-09-342, U.S. District Court, Southern District of Texas (Houston). The civil case is SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District Court, Northern District of Texas (Dallas). BERNIE'S AUDIO: Files Schedules of Assets and Liabilities --------------------------------------------------------- Bernie's Audio Video TV Appliance Co., Inc., filed with the U.S. Bankruptcy Court for the District of Connecticut its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $25,262,370 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,040,305 E. Creditors Holding Unsecured Priority Claims $1,808,092 F. Creditors Holding Unsecured Non-priority Claims $8,325,413 ----------- ----------- TOTAL $25,262,370 $22,083,810 Enfield, Connecticut-based Bernie's Audio Video TV Appliance Co., Inc., operates 15 electronic appliance stores. The Company filed for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr. D. Conn. Case No. 10-20087). Barry S. Feigenbaum, Esq., at Rogin Nassau LLC, serves as attorney for the Debtor. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BILL KOLOVANI: Judge Awards Ownership to M&T Bank and Metro Bank ---------------------------------------------------------------- Steve Snyder at Lebanon Daily News says a federal judge awarded ownership of Lebanon Farmers Market and Kolovani and Co.'s men's and women's clothing store to M&T Bank, and Timeless Cafe building to Metro Bank fka Commerce Bank. The ownership will transfer after a 30-day closing period. A person familiar with the matter said the banks plans to continue to look for buyer for both of the properties, Mr. Snyder notes. The buildings are owned by Bill Kovolani. Bill Kolovani is a developer in Lebanon. He filed for Chapter 11 Befoer U.S. Bankruptcy Court in the Middle District of Pennsylvania. The Hon. Mary D. France set a March 15, 2010, hearing to decide on the U.S. Trustee's request to convert the case to Chapter 7 liquidation. BLACK CROW: Files Schedules of Assets and Liabilities ----------------------------------------------------- Black Crow Media Group LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $14,661,198 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $40,278,831 E. Creditors Holding Unsecured Priority Claims $6,475 F. Creditors Holding Unsecured Non-priority Claims $8,545,085 ----------- ----------- TOTAL $14,661,198 $48,830,319 Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. The Company filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172). The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. BLACK CROW: U.S. Trustee Forms 3-Member Creditors Committee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed three members to the official committee of unsecured creditors in the Chapter 11 case of Black Crow Media Group LLC. The Creditors Committee members are: 1. EME Communications Attn: Clyde Scott 293 JC Saunders Rd. Moultrie, PA 31768-0349 Tel: (229) 890-2506 Fax: (229) 985-0864 2. Frederic M. Wells (for the Estate of Frederic E. Wells) 10022 Westleigh Drive Huntsville, AL 35803 Tel: (256) 882-0443 3. Wolfe Communications, Inc. Attn: James E. Wolfe, Jr. P.O. Box 1686 Jackson, TN 38302 Tel: (731) 265-9800 Fax: (731) 265-9834 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. The Company filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172). The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. BLACK GAMING: Files Schedules of Assets & Liabilities ----------------------------------------------------- Black Gaming, LLC, has filed with the U.S. Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $11,232,832 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $158,000,109 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $95,372,348 ----------- ----------- TOTAL $11,232,832 $253,372,458 Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding company and is an owner and operator of three gaming entertainment properties located in Mesquite, Nevada. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Nev. Case No. 10-13301). Gregory E. Garman, Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the Company in its restructuring effort. Kurtzman Carson Consultants is the Company's claims and notice agent. In its petition, the Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership, LLC; Oasis Interval Management, LLC; Oasis Recreational Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation -- filed separate Chapter 11 petitions. BLACK GAMING: Gets Court's Nod to Hire KCC as Claims Agent ---------------------------------------------------------- Black Gaming, LLC, et al., sought and obtained permission from the Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the District of Nevada to employ Kurtzman Carson Consultants, LLC, as claims and noticing agent. KCC will provide the Debtors: a. with consulting services regarding noticing, claims management and reconciliation, plan solicitation, balloting, disbursements, and any other services agreed upon by the parties or otherwise required; b. (i) computer software support and training in the use of the support software; (ii) KCC's standard reports as well as consulting and programming support for the Debtors' requested reports; (iii) program modifications; (iv) database modifications; and/or (v) other features and services; and c. upon request, a communications plan including the preparation of communications materials, dissemination of information and a call center staffed by KCC and/or provide confidential online workspaces or virtual data rooms and publish documents to the workspaces or data rooms. KCC will be compensated for its services based on its services agreement with the Debtors. A copy of the agreement is available for free at http://bankrupt.com/misc/BLACK_GAMING_kccpact.pdf Albert H. Kass, the Vice President of Corporate Restructuring Services of KCC, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding company and is an owner and operator of three gaming entertainment properties located in Mesquite, Nevada. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Nev. Case No. 10-13301). Gregory E. Garman, Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the Company in its restructuring effort. Kurtzman Carson Consultants is the Company's claims and notice agent. In its petition, the Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership, LLC; Oasis Interval Management, LLC; Oasis Recreational Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation -- filed separate Chapter 11 petitions. BLACK GAMING: Taps Gordon Silver as Bankruptcy Counsel ------------------------------------------------------ Black Gaming, LLC, et al., have asked for permission from the U.S. Bankruptcy Court for the District of Nevada to employ Gordon Silver as bankruptcy counsel. GS will: a. prepare motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' assets; b. take necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement(s) and all related documents, and further actions as may be required in connection with the administration of the Debtors' estates; c. take necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions n the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; and d. perform all other necessary legal services in connection with the prosecution of the Debtors' Chapter 11 cases. GS will be paid based on the hourly rates of its personnel: Shareholders $425-$650 Associates $185-$395 Paraprofessionals $130-$175 The Debtor assures the Court that GS is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding company and is an owner and operator of three gaming entertainment properties located in Mesquite, Nevada. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Nev. Case No. 10-13301). Gregory E. Garman, Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the Company in its restructuring effort. Kurtzman Carson Consultants is the Company's claims and notice agent. In its petition, the Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership, LLC; Oasis Interval Management, LLC; Oasis Recreational Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation -- filed separate Chapter 11 petitions. BUILDING MATERIALS: Moody's Assigns 'B3' Rating on Senior Notes --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Building Materials Corporation of America's proposed senior unsecured notes due 2020. In a related rating action Moody's affirmed BMCA's Corporate Family Rating and Probability of Default Rating at B1, Senior Secured Term Loan due 2014 and Senior Secured Notes due 2020 at Ba3, and Second Lien Term Loan at B2. The outlook is positive. The B3 rating on the proposed senior unsecured notes due 2020 result from their junior priority relative to the company's secured debt. Proceeds from the proposed senior unsecured notes will be used to refinance the company's existing $325.0 million Second Lien Term Loan due 2014. Once the refinancing is completed the rating on the Second Lien Term Loan will be withdrawn. BMCA's B1 Corporate Family Rating incorporates the company's strong market position and its national footprint in the roofing repair and remodeling sector. The rating also reflects BMCA's strong operating performance resulting from sound demand for roofing repair, the main driver of BMCA's revenues, and a good liquidity profile. For the last twelve months through October 4, 2009, BMCA generated a 19.5% EBITA margin (adjusted per Moody's methodology). Adjusted EBITA-to-interest expense on a pro forma basis for the same period will remain around 3.2 times even though the interest rate for the proposed senior unsecured notes due 2020 will likely be higher than the rate for the existing junior lien term loan. Cash on hand totaled about $380 million at FYE09. These ratings/assessments were affected by this action: -- Corporate Family Rating affirmed at B1; -- Probability of Default Rating affirmed at B1; -- $948.5 million (originally $975.0 million) Sr. Sec. Term Loan due 2014 affirmed at Ba3 (LGD3, 38%); -- $250.0 million Sr. Sec. Notes due 2020 affirmed at Ba3 (LGD3, 38%); -- $325.0 million Second Lien Term Loan due 2014 affirmed at B2, but its loss given default assessment is changed to (LGD4, 68%) from (LGD5, 74%); and, -- Proposed Sr. Unsecured Notes due 2020 rated B3 (LGD5, 77%). The last rating action was on January 28, 2010, at which time Moody's affirmed BMCA's Corporate Family Rating at B1. Building Materials Corporation of America, headquartered in Wayne, NJ, is a national manufacturer and marketer of a broad line of asphalt roofing products and accessories for the residential and commercial roofing markets. The company also manufactures specialty building products and accessories for the professional and do-it-yourself remodeling and residential construction industries. BMCA operates under the trade name GAF Materials Corp. Revenues for FY09 totaled about $2.6 billion. BUILDING MATERIALS: S&P Assigns 'BB-' Rating on $325 Mil. Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'BB-' rating (two notches below the corporate credit rating) to Building Materials Corp. of America's proposed $325 million senior unsecured notes due 2020 based on preliminary terms and conditions. S&P assigned a recovery rating of '6' to this debt, indicating its expectation of negligible (0% to 10%) recovery in the event of a payment default. S&P understands that the company will use proceeds from the issuance of the proposed senior unsecured notes to repay all amounts outstanding under BMCA's existing $325 million junior lien term loan due 2014. The issue-level ratings on BMCA's $975 million senior secured term loan due 2014 and $250 million 7.75% senior secured notes due 2020 remain unchanged at 'BBB-'. The recovery ratings remain at '2', indicating S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. "The ratings on BMCA [BB+/Stable/--] reflect its well-established No. 1 market position in U.S. asphalt roofing shingles, attractive operating margins, good geographic sales diversity within the U.S., and relatively stable demand that supports a fair business risk profile. The Wayne, New Jersey-based company benefits from relatively consistent volumes despite weak construction markets because approximately 80% of roofing demand comes from less discretionary repair and replacement activity. BRUNDAGE-BONE CONCRETE: Court Sets April 16 as Claims Bar Date -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has established April 16, 2010, as the last day for any individual or entity to file proofs of claim against Brundage-Bone Concrete Pumping, Inc., and JLS Concrete Pumping, Inc. Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc., claim to be the largest providers of concrete pumping services in the U.S. JLS Concrete Pumping services California and Nevada from its corporate headquarters in Ventura and from satellite yards in Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula, Thousand Oaks, and Ventura. Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010 (Bankr. D. Col. Case No. 10-10758). According to the schedules, the Company has assets of $325,708,061, and total debts of $230,277,103. CAMERON-811: Section 341(a) Meeting Scheduled for April 15 ---------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of creditors in Cameron-811 Rusk, L.P.'s Chapter 11 case on April 15, 2010, at 1:00 p.m. The meeting will be held at Suite 3401, 515 Rusk Ave, Houston, TX 77002. 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. Houston, Texas-based Cameron-811 Rusk, L.P., filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. S.D. Texas Case No. 10-31856). Adrian Stanley Baer, Esq., who has an office in Cordray Tomlin PC, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. CANWEST GLOBAL: Bidding Process Not Unfair to Catalyst ------------------------------------------------------ To recall, Honorable Justice Sarah E. Pepall of the Ontario Superior Court of Justice approved the Subscription Agreement between Canwest Global Communications Corp. and the other applicants and partnerships -- the CMI Entities -- and Shaw Communications Inc. In a 20-page reasons for decision issued by the Court, Madam Justice Pepall relates that she did not find Catalyst Capital Group Inc.'s rational for not participating in the bidding process to be very persuasive. "I do not accept that it had no recourse to address process," Madam Justice Pepall said. According to Madam Justice Pepall, the late breaking offer scenario could easily have been avoided by Catalyst. Additionally, an adjournment could put the Shaw bid at risk, she said. GS Capital Partners VI Fund L.P., GSCP VI AA One Holding S.a.r.l, and GS VI AA One Parallel Holding S.a.r.l, have stated that lack of disclosure and discussions have substantially impaired their ability to place an alternative to the Shaw transaction before the court. The process was never approved by the court and the Monitor's involvement has been limited to periodic updates. But Madam Justice Pepall noted there was nothing unfair or unbalanced about the bidding process of the CMI Entities and all potential bidders had equal access to information. Madam Justice Pepall noted that the CMI Entities did make a sufficient effort to obtain the best offer. She further pointed out that Shaw is experienced in the media industry; financing is not an issue; the offer is for a substantial amount and has a substantially higher implied equity value than that proposed by Catalyst. One should also not overlook the fact that the transaction is necessary at this time, Madam Justice Pepall added. The CMI Entities do not have unlimited time within which to conduct the equity solicitation process and, subject to closing, a major objective underpinning the initial CCAA filing has now been accomplished, she said. "The transaction provides some confidence that the CMI Entities will be able to continue as going concerns." A full-text copy of the Reasons for Decision is available for free at http://bankrupt.com/misc/Canwest_RFD_ShawMo.pdf About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- 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 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. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Several Parties Made Bids for CLP by Deadline ------------------------------------------------------------- The deadline for offers to purchase the assets of Canwest Limited Partnership expired on March 5, 2010. According to The Winnipeg Free Press, Canwest's senior secured lenders led by the Bank of Nova Scotia put in an initial bid of about $925 million to get the auction going. They hoped to get a higher offer of more than $1 billion so they can get their loans repaid said the report. Analysts and observers have also suggested that the newspapers could fetch more than $1 billion. The Winnipeg Free Press said several bidders have emerged, including three Canadian media veterans, headlined by former Canadian senator Jerry Grafstein, who launched a bid in January for three papers -- the National Post, the Montreal Gazette and the Ottawa Citizen. Under that Sen. Grafstein's offer, Canwest would have to find someone else to buy the rest of its newspaper operations, which include the Edmonton Journal, Victoria Times-Colonist and two Vancouver dailies, the Sun and Province, the report reveals. Another B.C. publishing outfit, community newspaper publisher Glacier Media Inc., is reported to be in the hunt for Canwest's smaller papers, as is a group led by National Post chief executive Paul Godfrey, notes the report. D. Black to Bid on LP Entities' Assets B.C. newspaper magnate David Black is making a bid for CanWest LP's chain of dailies, The Globe And Mail reported, adding that Canwest's auction has now attracted a half-dozen groups. Mr. Black, founder of Black Press Ltd. said in an interview that he is convinced there is a profitable future for newspapers and that the current industry malaise is due to recession and heavy debt loads, rather than a fundamentally dead business model. According to The Globe And Mail, officials close to the restructuring say they believe there are at least six potential bidders, a number that is based on conversations with potential suitors. The Globe And Mail reports that Mr. Black didn't indicate how he would finance his bid for CanWest's 46 newspapers. He strongly suggested, however, that he has significant backing, saying that in order to win the CanWest auction, a bidder must have its financing secured. Platinum Equity seen as likely backer of Mr. Black's bid, the report revealed. Platinum Equity is a California private equity firm. According to the news, Mr. Black is close with the firm, which recruited him as a consultant to help it enter the newspaper business last year with the purchase of the San Diego Union- Tribune. Mr. Black continues to consult for Platinum Equity on the Union-Tribune and last year was also involved with its failed bid for the Boston Globe. Newspapers Assets Benefit From Torstar Earnings, AP Says The newspaper assets of Canwest Global Communications are looking more attractive to potential buyers on the heels of surprisingly strong earnings from media giant Torstar Corp., one of the companies widely considered a potential bidder for the dailies, The Associated Press reported. Industry analyst Duncan Stewart said that Torstar's strong fourth- quarter profit recently announced carries a broader significance for the Canadian newspaper industry and will ultimately help Canwest's operations look more viable, the report says. "Everybody knows you can probably buy these assets for a relatively good price today, and count on things getting better . . . " AP quoted Mr. Stewart as saying. According to the report, Torstar earnings stole the spotlight on March 3, 2010, as the company turned around its losses, and gave further weight to reports which say that it could make a move to grab Canwest's papers. Torstar reported a solid $57.4-million profit in the fourth quarter, reversing a big year-earlier loss, notes the AP report. AP said that Torstar hasn't publicly expressed an interest in bidding on Canwest's papers though chief executive David Holland has never officially ruled it out. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- 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 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. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Wants to Sell Aircraft to First Canadian -------------------------------------------------------- Canwest Global Communications Corp. and the other applicants and partnerships -- the CMI Entities -- ask the Honorable Justice Sarah E. Pepall of the Ontario Superior Court of Justice to: (a) approve an Aircraft Sale Agreement between Canwest Global, First Canadian Aviation Inc. and Tribal Councils Investment Group of Manitoba Ltd. dated March 1, 2010, for the sale of a Corporate Aircraft and certain accessories; (b) vest the Purchased Assets in the Purchaser free and clear of any rights, title or interest of any person in the Purchased Assets; and (c) seal the Confidential Supplement to the Eleventh Report of the Monitor until further Order of the Court. Canwest Global is the current legal owner of a 1988 British Aerospace model BAE 125 Series 800A, serial no. 258123, Canadian registration C-GCGS, known in the airline industry as a Hawker 800A, including the engines, propellers and avionics. According to FTI Consulting Canada Inc., the Court-appointed monitor under the proceeding under the Companies' Creditors Arrangement Act, due to the high fixed and operating costs incurred by Canwest Global in maintaining the Corporate Aircraft, Canwest Global determined that it would be in its best interests to sell it. The Corporate Aircraft has not been used for company purposes since December 2008 and has since then, been offered exclusively to third parties for charter use. The Monitor relates that it conducted a search of the International Registry of Mobile Assets which defines the priority of interests on airframes, aircraft engines and helicopters, which search revealed no international interests registered against the Corporate Aircraft. The Monitor was advised that starting in June 2009, Canwest Global engaged in a review of the relevant market statistics and valuations of aircraft similar to the Corporate Aircraft. Canwest Global ultimately received three formal offers in respect of the Corporate Aircraft from three different potential purchasers, one of which was an offer to purchase that was received from TCIGM on January 13, 2010. Canwest Global accepted the TGIM offer to purchase the Corporate Aircraft on an "as is" basis, on January 21, 2010. TGIM has chartered the Corporate Aircraft from Canwest Global for several months in 2009. On March 1, 2010, Canwest Global, TCIGM and the Purchaser, which is a nominee of TCIGM, entered into the Sale Agreement. The Sale Agreement provides that the Purchaser offers and agrees to purchase the Purchased Assets on an "as is, where is" basis, subject to certain warranties and representations contained in the Sale Agreement. The salient terms of the Purchase Agreement are: (a) The Purchaser's obligation to close is subject to several conditions precedent, including entering into an agreement, satisfactory to the Purchaser in its sole discretion, to lease the Corporate Aircraft to a Person holding a Commercial Operator's Certificate. (b) The anticipated closing date is anytime between March 8 to 15, 2010. (c) The obligation of the Purchaser to close the Transaction is also subject to the Court granting an approval and vesting order approving the Transaction and vesting title to the Purchased Assets in the Purchaser. The CMI Entities also ask the Court that the supplement to the Monitor's report relating to the purchase of the Corporate Aircraft be sealed and kept confidential pending a further Order of the Court so that any future sales process for the Corporate Aircraft is not impaired should the transaction contemplated by the Sale Agreement fail to close. The Monitor has been advised that the parties have worked diligently to satisfy as many of the conditions precedent to closing the Transaction as possible. The Monitor was also advised that the Purchaser has advised the CMI Entities that it is in discussions with respect to entering into an agreement to lease the Corporate Aircraft to a Person holding a Commercial Operator's Certificate. Moreover, CIT Business Credit Canada Inc. and Irish Holdco, which are the senior secured creditors of Canwest Global, do not object to, but in the alternative, support the Transaction. The Ad Hoc Committee and the CMI CRA also support the Transaction. Shaw Communications Inc. is not opposed to the Transaction either. Lyndon A. J. Barnes, Esq., at Osler, Hoskin & Harcourt LLP, in Toronto, Ontario, avers that the Sale allows Canwest Global to dispose of the Corporate Aircraft quickly and avoids the expense of a lengthy listing process and further fixed and operating costs. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- 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 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. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CATALYST PAPER: 89.96% of Notes Tendered in Exchange ---------------------------------------------------- Catalyst Paper Corporation announced the March 5 expiration of the private exchange offer and consent solicitation of 11% Senior Secured Notes due Dec. 15, 2016, for its outstanding 8-5/8% Senior Notes due June 15, 2011. Catalyst has been advised by the exchange agent for the Exchange Offer that, as of the expiration of the Exchange Offer, the aggregate principal amount of Old Notes that had been validly tendered and for which related consents had been validly delivered was U.S.$318,676,000, or 89.96% of the outstanding Old Notes. The closing of the Exchange Offer is expected to take place on March 10, 2010, at which time U.S.$280,434,000 in aggregate principal amount of New Notes will be issued. About Catalyst Paper Headquartered in Richmond, British Columbia, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six mills strategically located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tones. At September 30, 2009, the Company had C$2.20 billion in total assets against C$1.29 billion in total liabilities. At September 30, 2009, the Company had liquidity of C$192.9 million, comprised of C$90.6 million cash, and availability of C$102.3 million on the Company's asset-based loan facility. * * * In March 2010, Standard & Poor's Rating Services said it kept its ratings, including its 'CC' long-term corporate credit rating, on Vancouver-based Catalyst Paper Corp. on CreditWatch with negative implications, where they were placed Nov. 25, 2009. Catalyst Paper continues to pursue an offer to exchange its senior unsecured notes with an 8.625% coupon due 2011 for new senior secured notes due December 2016. Standard & Poor's will likely lower the ratings on Catalyst Paper to 'SD' (selective default) upon completion of the exchange offer. "Standard & Poor's views the offer as distressed because it represents a discount on the face value of the existing senior unsecured debt," said Standard & Poor's credit analyst Jatinder Mall. CENA LLC: To Liquidate Assets and Surrender Property to Glimcher ---------------------------------------------------------------- Mark Fisher at Dayton Daily News says a federal judge ruled that the assets of Cena Restaurant will be liquidated and called the company to surrender the property to its landlord Glimcher Properties. The ruling allowed the landlord to take any an all necessary actions to compel eviction. CENA LLC runs a restaurant that offers a unique blend of both Brazilian and Mediterranean dining traditions. CENA filed for Chapter 11 on August 12, 2009 (Bankr. S.D. Ohio Case No. 09-34990). The petition says assets are under $50,000 while debts are between $500,001 and $1,000,000. The petition was signed by Eva Christian, sole member of the Company. Eva Christian, and another restaurant he owns, Cafe Boulevard Ltd., filed for bankruptcy in April 2009. That restaurant, still open, has been reorganizing its debts under Chapter 11 bankruptcy protection. CENTAUR LLC: Chapter 11 Filing Cues Moody's Rating Cuts to 'D' -------------------------------------------------------------- Moody's Investors Service downgraded Centaur LLC's Probability of Default rating to D from Ca/LD following its announcement that it had voluntarily filed for Chapter 11 bankruptcy on March 6, 2010. Concurrently, the ratings of the first lien senior secured facilities were downgraded to Caa3 from Caa2, the second lien term loan rating was lowered to C from Ca, reflecting lower than average expected recovery due to the company's weak operating performance and cash flow generation. These ratings were downgraded: -- Probability of Default rating to D from Ca/LD -- First Lien Term Loan to Caa3 (LGD3, 36%) from Caa2 (LGD 2, 17%) -- First Lien Revolver to Caa3 (LGD3, 36%) from Caa2 (LGD 2, 17%) -- Second Lien Term Loan to C (LGD5, 74%) from Ca (LGD 4, 55%) -- Rating affirmed: Corporate Family Rating at Ca Moody's plans to withdraw all ratings of Centaur, LLC in the near future. The last rating action was on November 2, 2009, when Moody's lowered Centaur's Probability of Default rating to Ca/LD. Centaur is a subsidiary of Centaur Inc., which owns and operates Hoosier Park, a "racino", which opened in June 2008, in Anderson, Indiana, near Indianapolis, and Fortune Valley Hotel and Casino, located approximately 35 miles from Denver, Colorado. The company also owns Valley View Downs, a development project in Pennsylvania. CENTRAL KANSAS: U.S. Trustee Forms 3-Member Creditors Committee --------------------------------------------------------------- Richard A. Wieland, the U.S. Trustee for Region 20, appointed three members to the official committee of unsecured creditors in the Chapter 11 case of Central Kansas Crude LLC. The Creditors Committee members are: 1. Donald G. Kopfman Kopfman, Inc., dba H & W Oil Company 875 Petersburg Munjor, KS 67601 Tel: (785) 623-0765 Fax: (928) 244-5204 2. Ron Molz Chieftain Oil Co. Inc. P.O. Box 124 Kiowa, KS 67070 Tel: (620) 886-2140 Fax: (620) 825-4029 3. R. Jeff Pendrel Nexen, Inc. 801-7th Avenue Southwest Calgary, Alberta Canada T2 3P7 Tel: 1-403-699-5065 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11 bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case No. 09-13798). Edward J. Nazar, Esq., who has an office in Wichita, Kansas, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $13,515,357, and total debts of $25,418,311. CERUS CORP: 100% of Execs. Performance Bonuses to Be Paid in Cash ----------------------------------------------------------------- The compensation committee of the board of directors of Cerus Corporation approved an amendment to the bonus plan for senior management to provide that 100% of the performance bonuses will be paid in cash. All other provisions of the Bonus Plan remain in full force and effect. The Committee established the target bonuses under the Bonus Plan for each named executive officer, expressed as a percentage of such named executive officer's 2010 annual base salary. The actual amount to be paid to each named executive officer under the Bonus Plan will be determined by the Compensation Committee in accordance with the terms of the Bonus Plan. The target bonuses for each named executive officer are: Target Bonus (as a Percentage of 2010 Annual Name Base Salary) ---- --------------- Claes Glassell 60% President and Chief Executive Officer Laurence M. Corash, M.D. 35% Senior Vice President and Chief Medical Officer William M. Greenman 35% Senior Vice President, Business Development and Marketing A full-text copy of the Bonus Plan is available for free at http://ResearchArchives.com/t/s?5816 Going Concern Doubt At September 30, 2009, the Company's consolidated balance sheets showed $43.0 million in total assets, $17.2 million in total liabilities, and $25.8 million in total shareholders' equity. Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about Cerus Corporation's ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended December 31, 2008, and 2007. The auditors pointed to the Company's recurring operating losses and negative cash flows from operating activities from inception through December 31, 2008. About Cerus Concord, California-based Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a biomedical products company focused on commercializing the INTERCEPT Blood System to enhance blood safety. The INTERCEPT system is designed to reduce the risk of transfusion-transmitted diseases by inactivating a broad range of pathogens such as viruses, bacteria and parasites that may be present in donated blood. Cerus currently markets and sells the INTERCEPT Blood System for both platelets and plasma in Europe, Russia, the Middle East and selected countries in other regions around the world. CERUS CORP: Inks Employment Letter with Laurence Corash ------------------------------------------------------- Cerus Corporation entered into an employment letter with Laurence M. Corash, M.D. Pursuant to the terms of the Employment Letter, Dr. Corash is eligible to receive compensation, effective as of March 1, 2010, on these terms: * A semi-monthly base salary of $15,625, for an annual compensation of roughly $375,000; * Continued participation in the bonus plan for senior management; * Termination of the Stock Program; and * Dr. Corash will remain an at-will employee of the Company and the Company may modify his compensation terms, in its sole discretion, at any time. Dr. Corash is the senior vice president and chief medical officer of Cerus. A full-text copy of the Employment Letter is available for free at http://ResearchArchives.com/t/s?5815 Going Concern Doubt At September 30, 2009, the Company's consolidated balance sheets showed $43.0 million in total assets, $17.2 million in total liabilities, and $25.8 million in total shareholders' equity. Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about Cerus Corporation's ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended December 31, 2008, and 2007. The auditors pointed to the Company's recurring operating losses and negative cash flows from operating activities from inception through December 31, 2008. About Cerus Concord, California-based Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a biomedical products company focused on commercializing the INTERCEPT Blood System to enhance blood safety. The INTERCEPT system is designed to reduce the risk of transfusion-transmitted diseases by inactivating a broad range of pathogens such as viruses, bacteria and parasites that may be present in donated blood. Cerus currently markets and sells the INTERCEPT Blood System for both platelets and plasma in Europe, Russia, the Middle East and selected countries in other regions around the world. CHARLOTTE GOLF: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Charlotte Golf Partners, LP dba Sabal Trace Golf & Country Club dba Sabal Trace Golf Club dba Sabal Trace 5456 Greenwood Ave. North Port, FL 34287 Bankruptcy Case No.: 10-05206 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Joel S. Treuhaft, Esq. 2997 Alternate 19, Suite B Palm Harbor, FL 34683 Tel: (727) 797-7799 Fax: (727) 213-6933 Email: jstreuhaft@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $4,630,350, and total debts of $3,897,575. 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/flmb10-05206.pdf The petition was signed by Mathew Mootz, president of general partner of the Company. CGR INVESTORS: Case Summary & 8 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: CGR Investors Limited Partnership, Calif. Ltd. Partnership 1243 Easton Road, Suite 200 Warrington, PA 18976 Bankruptcy Case No.: 10-11785 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Eric L. Frank Debtor's Counsel: Albert A. Ciardi, III, Esq. Ciardi Ciardi & Astin, P.C. One Commerce Square 2005 Market Street, Suite 1930 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 Email: aciardi@ciardilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 8 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb10-11785.pdf The petition was signed by Marvin Kqtz, managing member of the company. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Marcus Lee Associates, LP 09-11037 4/16/09 CHRYSLER LLC: New Chrysler Posts Slight Hike in February Sales -------------------------------------------------------------- Chrysler Group LLC reported a slight sales increase compared with February 2009. In a company statement, the company disclosed a total U.S. sales for February of 84,449 units, which is a slight increase versus the same time period last year (84,050 units) and an increase of 48% compared with January 2010 (57,143 units). Chrysler Group finished the month with 197,080 units in inventory, a 44% decline compared with February 2009 (350,966 units). Overall industry figures for February are projected to come in at an estimated 10.6 million SAAR. "Chrysler Group sales were up slightly this month, in line with the industry," said Fred Diaz, President and Chief Executive Officer for the Ram Brand and Lead Executive for the Sales Organization. "Compared with January, Chrysler Group's February sales grew more than the industry average, reinforcing the company trend of steady, month-over-month growth." February U.S. Sales Highlights * Car sales increased 38% compared with the previous year * Chrysler Sebring (sedan and convertible), Chrysler 300, Chrysler Town & Country, Jeep Compass, Jeep Patriot, Jeep Grand Cherokee, Jeep Commander, Dodge Avenger, Dodge Grand Caravan and Dodge Charger all post year-over-year sales increases * Chrysler brand sales up 9% compared with February 2009 * Jeep brand sales increase 6% versus the previous year * Dodge brand sales improve 8% sales compared with last year * All brands post sales increases compared with January * Ram pickup sales up 3% compared with the previous month * Chrysler Sebring Sedan, Chrysler 300, Chrysler Town & Country, Jeep Wrangler, Jeep Compass, Jeep Patriot, Jeep Grand Cherokee, Jeep Commander, Dodge Avenger, Dodge Charger, Dodge Challenger, Dodge Grand Caravan and the all-new 2010 Dodge Ram Heavy Duty posted month-over-month sales increases "The 2010 Dodge Caliber Mainstreet and Jeep Wrangler Islander vehicles are arriving at dealer showrooms now," said Mr. Diaz. "The 2010 model year Nitro Heat, Journey Crew and Dodge Grand Caravan Hero packages are open for ordering and will soon arrive at local Chrysler, Jeep, Dodge and Ram dealer." Incentives Chrysler Group LLC had announced that March is "Truck Month." Beginning March 2, 2010, consumers who purchase a 2010 model year Ram 1500 can receive a "no charge" HEMI(R) engine, or $500 bonus cash towards the purchase of a Ram 1500 with a 3.7L or 4.7L engine. March also kicks off 0% PLUS on most 2010 model year vehicles. Ram Truck Brand * Consumers who purchase a 2010 model year Ram 1500 can receive a "no charge" HEMI engine, or $500 bonus cash towards the purchase of a Ram 1500 with a 3.7L or 4.7L engine * Consumers who purchase the all-new 2010 Ram Heavy Duty can choose attractive financing rates through GMAC Financial Services of 1.9% financings for up to 60 months or $1,000 consumer cash * Consumers purchasing a 2010 Dodge Dakota can choose 0% financing for up to 60 months or 1.9% financing for 72 months plus $1,000 bonus cash from GMAC, or consumer cash of up to $2,000 Chrysler Brand * 0% financing for 36 months plus $1,000 consumer cash is available on all 2010 model year vehicles In addition: * Consumers purchasing a Chrysler 300 can choose 0% financing for up to 60 months or 1.9% financing for 72 months plus $1,000 consumer cash, or consumer cash of up to $2,000 or "no charge" all-wheel drive * Qualified customers purchasing a 2010 Chrysler PT Cruiser can choose 0% financing for 36 months plus $1,000 bonus cash, or consumer cash of up to $2,000 * Consumers purchasing a Chrysler Sebring can choose 0% financing for up to 48 months or 1.9% financing for 60 months plus $1,000 consumer cash, or consumer cash of up to $2,000 * Qualified customers purchasing a 2010 Chrysler Town & Country are eligible for 0% financing for up to 60 months, or consumer cash of up to $1,500 * In addition, the "Minivan Pledge" in which consumers trading in a competitive vehicle for the purchase of a new 2010 model year Chrysler Town & Country can return the vehicle, no questions asked, within 60 days if they aren't happy with the vehicle continues through March 31 Jeep Brand * Jeep Adrenaline Rush continues through March 31 * Consumers who purchase a 2010 model year Jeep Liberty, Grand Cherokee or Commander can choose 0% financing for up to 60 months or 1.9% financing for 72 months plus bonus cash of up to $1,000 from GMAC or consumer cash of up $4,000 * Consumers purchasing a 2010 Jeep Compass or Patriot can choose 0% financing for 36 months plus $1,000 consumer cash, or consumer cash of $1,500. Attractive financing rates are available for longer terms * Consumers purchasing a 2010 Jeep Wrangler can choose 0% financing for 36 months or consumer cash of $750. Attractive financing rates are available for longer terms Dodge Car Brand * 0% financing for 36 months plus $1,000 consumer cash is available on most 2010 model year vehicles * Consumers purchasing a 2010 Charger can choose 0% financing for up to 60 months or 1.9% financing for 72 months plus $1,000 consumer cash, or consumer cash of up to $2,000, or "no charge" all-wheel drive in lieu of consumer cash or 0% financing * Qualified customers purchasing a 2010 Dodge Challenger are eligible for 1.9% financing for up to 60 months * Consumers purchasing a 2010 Dodge Journey, Nitro or Grand Caravan can choose 0% financing for 36 months plus up to $1,000 consumer cash, or consumer cash of up to $2,000. Attractive financing rates are available for longer terms * In addition, the "Minivan Pledge"" in which consumers trading in a competitive vehicle for the purchase of a new 2010 model year Dodge Grand Caravan can return the vehicle, no questions asked, within 60 days if they aren't happy with the vehicle continues through March 31 * Qualified customers purchasing a 2010 Dodge Avenger can choose 0% financing for up to 60 months, or $2,000 consumer cash, or 0% financing for 36 months plus $1,000 consumer cash Chrysler Group is offering attractive lease rates on several 2010 model year vehicles. The incentives announced are valid through March 31, 2010. Chrysler Canada Sales Increase 17% In a separate company statement, Chrysler Canada disclosed total sales of 14,045 for the month of February 2010, an increase of 17% compared with February 2009. Strong traffic at the company's dealerships drove sales at the retail level to an increase of 23%, underscoring the enthusiastic response to Chrysler Canada's current product lineup among Canadian consumers, according to the statement. "The Olympic athletes were not the only ones who were going for the gold in February," said Reid Bigland, President and CEO of Chrysler Canada. "Our retail sales were up over 20% for the third month running, and we won't rest till we are at the top of the podium again." Sales Highlights The Dodge Grand Caravan and Chrysler Town & Country continued their drive to domination with combined sales of 4,415 units, an increase of 47 per cent over last year, notes the report. February marks the seventh consecutive month of year-over-year sales gains for the company's minivans. These vehicles continue to overwhelm not only the minivan segment, where they have an astounding 85% market share, but products from other segments as well, the statement said. The Dodge Grand Caravan was the No. 2 selling nameplate in the country, easily overcoming rivals in the SUV segment, the crossover segment, and the small car segment. Sales of the Ram pickup surged 88% in February over the same month last year, with 3,001 units sold (2009: 1,594 units). The Ram was Canada's No. 5 selling nameplate in February, making Chrysler Canada the only automaker to have two of the top five selling vehicles in the country, according to the statement. Canada's No. 1 selling crossover, the Dodge Journey, had its best February ever, with sales of 1,449 units, up 53% over February 2009. Jeep(R) brand vehicles experienced another strong sales month, led by an outstanding performance for the Jeep Wrangler. The Jeep Wrangler posted a 66% increase year-over-year on sales of 670 units. Chrysler Canada is celebrating the arrival of spring with a special "Spring into Drive Event" from March 2 to 31. This one- month exclusive program includes special dealer events from coast- to-coast across Canada. When customers visit one of Chrysler Canada's 440 Chrysler, Jeep, Dodge, Ram dealerships in the month of March, they will now be entitled to an exclusive $500 in "Spring into Drive Bonus Cash" on top of all other retail programs on nearly every 2010 Chrysler, Jeep, Dodge and Ram vehicle. In addition, Chrysler Canada continues to offer the most compelling purchase finance options in the industry, which are combinable with all retail discounts. These financing options include the industry-first variable prime rate of 2.25% up to 84 months or zero per cent up to 36 months on nearly every 2010 Chrysler, Jeep, Dodge, Ram product. Also, only for the month of March, Canadians can receive up to $1,000 in "No-Charge" equipment on 2010 Jeep Wrangler and Jeep Wrangler Unlimited -- named 4x4 of the Decade by Four Wheeler magazine; 2010 Ram 1500 -- an Automobile Magazine "All Star"; and 2010 Jeep Liberty, featuring the industry-exclusive Sky Slider(TM) roof. Here are a few of the "No Charge" opportunities on the three vehicles: * 2010 Jeep Wrangler and Jeep Wrangler Unlimited: Get $1,000 of "No-Charge Options," allowing one to customize his Jeep vehicle with equipment like the 32-inch Tire & Wheel Group, the Freedom Top(R) modular hard top, SIRIUS Satellite Radio with six Infinity(R) speakers and subwoofer, or the Mopar(R) Chrome Edition Group. * 2010 Ram 1500: Get a "No-Charge" SXT Package, including chrome wheels; bright grille and bumpers; SIRIUS Satellite Radio with 12-month free subscription; speed control, premium cloth 40/20/40 front seat and more. Or customers can choose a "No-Charge" class-leading 390-horsepower HEMI(R) engine on the SLT, Sport or Laramie models. * 2010 Jeep Liberty: customers can select a "No Charge" North Edition or Renegade model, featuring Selec-Trac II(R) active full-time four-wheel-drive system; Skid Plate Group; unique aluminum wheels with all-terrain tires; premium cloth seats; leather-wrapped steering wheel and shifter; and much more. About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 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: Reaches Deal With Howard County on Back Taxes ----------------------------------------------------------- Chrysler and officials of Howard County hammered out a deal requiring the auto maker to pay back 100% of its back taxes, according to Kokomo Perspective. Jamie Shepherd, Howard County assessor, said the county will receive an initial $11.2 million lump sum payment, and $3.2 million a year for the next six years to cover the remaining back taxes owed. Howard County is so far the only county that Chrysler approached to settle its taxes, according to Mr. Shepherd. "They care about getting the abatements for not just 2009 pay 2010 but for future years. To me, paying us 100 percent of what they owe is a strong indication that Chrysler is here and they are going to be in Kokomo," Kokomo Perspective quoted Mr. Shepherd as saying. Prior to the deal, Chrysler had appealed the $105 million assessed value for Indiana Transmission Plants I and II for which they owed the back taxes. The auto maker reportedly wanted a 50% reduction. Chrysler withdrew the appeal for 2007 pay 2008. It received an assessment reduction to $85 million for 2008 pay 2009, and the assessed value was reduced to $73 million for 2009 pay 2010, according to the report. Rep. Burton's Statement on Howard-Chrysler Pact "I am relieved to know that Chrysler has accepted their responsibility to the people of Howard County, and I'm thankful to all the officials on every level of government who worked together to reach this settlement. A major crisis has been averted," Rep. Dan Burton said upon receiving confirmation that Old Carco, also known as "Old Chrysler," wired a $11.2 million in outstanding tax payments to Howard County, in addition to Chrysler Group LLC agreeing to pay $19.2 million over the next six years in additional tax payments, To recall, Indiana Representatives Dan Burton and Joe Donnelly, and Indiana Senator Richard Lugar met with Dr. Ed Montgomery, a director within President Obama's Task Force on the Auto Industry on July 31, 2009. The purpose of the meeting was to ask that the Obama Administration, which forced Chrysler into federal bankruptcy protection on April 30, 2009, work with Old Chrysler to ensure that the company paid all taxes owed to Howard County. "Whether it's 'old Chrysler' or 'new Chrysler,' they have an obligation to the people of Howard County. These people have been supportive of Chrysler for so many years, and I think it's unconscionable that police officers, firefighters, and teachers are threatened with layoffs because Chrysler has not paid their personal property taxes," Mr. said in a statement after the meeting. About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 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) CIRCUIT CITY: 2nd Admin. Claims Bar Date Set for March 31 --------------------------------------------------------- Pursuant to Sections 105 and 503 of the Bankruptcy Code and Rules 2002 and 9007 of the Federal Rules of Bankruptcy Procedure, the Circuit City Stores Inc. and its units sought and obtained an order setting March 31, 2010, at 5:00 p.m., Pacific Time, as the second administrative bar date within which certain administrative expense requests must be filed. The Debtors sought to establish the Second Administrative Bar Date to determine what, if any, Administrative Expenses are, or remain, asserted against them. On May 15, 2009, the Court set June 30, 2009, as the bar date for filing claims for administrative expenses that arose from the Petition Date through and including April 30, 2009. The United States of America filed on February 5 an objection to the Debtors' Second Administrative Bar Date Motion. To resolve the dispute, the Debtors and the USA stipulate, with the Court's approval, that the relief sought in the Second Administrative Bar Date Motion will not apply to any administrative expense claims of the USA. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08- 35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CIRCUIT CITY: Plan Confirmation Hearing Continued to April 6 ------------------------------------------------------------ The hearing to consider the confirmation of the First Amended Joint Plan of Liquidation of Circuit City Stores Inc. has been further continued from March 8, 2010, to April 6, 2010, at 10:00 a.m., Eastern Time, or as soon as counsel can be heard before Judge Kevin Huennekens, the Debtors and the Official Committee of Unsecured Creditors disclosed in a notice filed in Court. Various parties have filed objections to the Plan. The latest came from the Texas Comptroller of Public Accounts. The Texas Comptroller previously filed an objection on October 7 to the confirmation of the Plan. Since that date, the Debtors' 2009 Texas franchise tax return has been processed, and the Texas Comptroller has recently filed an administrative expense proof of claim, based on that return, for $1,181,459, reflecting tax principal of $964,063, penalties and interest. Consequently, the Texas Comptroller filed an amended objection addressing issues relating to the new claim, in addition to issues set forth in the original objection relating to its prepetition priority tax claims. Mark Browning, assistant attorney general, in Austin, Texas, notes that the Plan's treatment of administrative expense tax claims, including penalty and interest owed on postpetition taxes, is not clear in several aspects. In addition, the definition of "Administrative Claim" is unclear, he says. Mr. Browning further notes that payment of Administrative Claims, including the Texas Comptroller's filed administrative claim, may be delayed for a considerable time after the Plan's effective date. He points out that, pursuant to Section 1129(a)(9)(A) of the Bankruptcy Code, holders of administrative expense claims "will receive on account of such claim cash equal to the allowed amount of such claim," and that the amount is to be received "on the effective date of the plan." Mr. Browning asserts that delaying payment until well after the Effective Date does not comply with Section 1129(a)(9)(A), and is not in the best interest of lower-priority creditors, since interest will continue to accrue during any payment delay. The Texas Comptroller, hence, asks the Court to deny confirmation of the Plan. The Liquidating Plan The Plan provides for the orderly liquidation of the remaining assets of the Debtors and the distribution of the proceeds of the liquidation of the Debtors' assets according to the priorities set forth under the Bankruptcy Code. Under the Debtors' Joint Plan of Liquidation, all claims against the Debtors -- other than administrative claims and priority tax claims, which will be paid in full -- are classified into eight classes: Estimated Estimated Aggregate Amount Class Description Recovery of Allowed Claims ----- ----------- --------- ----------------- 1 Miscellaneous Secured Claims 100% $5 mil.-$20 mil. 2 Non-Tax Priority Claims 100% $35 mil.-$95 mil. 3 Convenience Claims 10% unknown 4 General Unsecured Claims 0%-13.5% $1.8 bil.-$2 bil. 5 Intercompany Claims 0% $0 6 Subordinated 510(c) Claims 0% $0 7 Subordinated 510(b) Claims 0% $0 8 Interests 0% - A Liquidating Trust will be established on the Plan Effective Date. All Distributions to the Holders of allowed claims will be from the Liquidating Trust. The Plan Proponents also filed on September 24, 2009, clean and final version of their Disclosure Statement and First Amended Plan, a full-text copy of which is available at no charge at: http://bankrupt.com/misc/CC_DS&1stAmPlan_092409.pdf About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08- 35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CIRCUIT CITY: Proposes to Sell Pa. Property to Dowel-Allentown -------------------------------------------------------------- Pursuant to Sections 105 and 363 of the Bankruptcy Code, and Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure, Circuit City Stores Inc. and its units ask the Court: (a) for authority to enter into an agreement with Dowel- Allentown, LLC, the purchaser, for the sale of Circuit City Stores, Inc.'s real property located at the intersection of Grape Street and Jordan Boulevard in Whitehall, Pennsylvania, subject to higher or otherwise better bids; (b) to approve proposed bidding procedures; and (c) to approve the Sale free and clear of all liens. Before the conclusion of the going-out-of-business sales, the Debtors used the Property as a parking lot adjacent to one of its retail stores that was leased from the Purchaser. In light of the failure to obtain any going concern bids, and the decision to liquidate the Debtors' inventory, the Debtors has been left with various assets, which include the Property, for which it has no remaining use. The sale of these assets could result in the recovery of significant proceeds for the Debtors' estate and creditors. Circuit City believes that the Sale represents its best opportunity under the circumstances to maximize the value of the Property. Therefore, the Sale is in the best interests of the Debtors' estates and stakeholders, according to Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond, Virginia. The Debtors, along with its real estate advisor, DJM Realty, LLC, has been marketing the Property since the commencement of the going-out-of-business sales. As a result of these marketing efforts, the Seller received various proposals to purchase the Property, and it determined that the Dowel-Allentown's proposal was materially higher or otherwise better than the alternate proposals received, Mr. Foley relates. On January 28, 2010, Circuit City entered into the Agreement with Dowel-Allentown. The significant terms of the Agreement include: (a) Purchase Price: $60,000, subject to higher or otherwise better proposals. Assets Sold: the Property, consisting solely of the right, title and interest in and to the Property, together with all rights and appurtenances. (b) The Property would be sold free and clear of all liens, including liens of the Seller's postpetition lenders and liens for past-due real property taxes, claims and encumbrances, except for certain permitted encumbrances. (c) The closing of the Sale will occur on (1) the date, which is five business days after the date of entry of the Sale order or (2) a later date pursuant to agreement between the Seller and the Purchaser. (d) The Agreement could be terminated before Closing in these circumstances: (1) by the Purchaser, if an action is initiated to take any material portion of the Property by eminent domain proceedings, (2) by the Purchaser or the Seller if the Court will not enter the Sale order by September 30, 2010, in the event that the Seller will fail to consummate the transactions contemplated by the Agreement, or (3) by the Seller, in order to permit it to accept a higher or better offer for the Property pursuant to the Bidding Procedures. Pursuant to the Agreement, the Purchaser has delivered to Tallman, Hudders & Sorrentino, as agent for First American Title Insurance Company, the escrow agent, $6,000 as deposit. If the Sale is consummated under the Agreement, the Deposit will be applied to the Purchase Price. If the Agreement is terminated before the Closing of the Sale because of the Purchaser's breach of the Agreement, the Seller would be entitled to retain the Deposit as its sole recourse, according to Mr. Foley. A full-text copy of the Agreement is available at no charge at http://bankrupt.com/misc/CC_WhitehallDowelAgreement012810.pdf The Sale of the Property would be subject to Court approval and competitive bidding pursuant to the proposed Bidding Procedures. Proposed Bidding Procedures To ensure that the Seller receives the highest or otherwise best proposal for the Property, it will entertain any alternate proposals for the Sale pursuant to these procedures. The Seller proposes to set a bid deadline of March 9, 2010, at 4:00 p.m., Eastern Time, for any parties, including those that previously submitted proposals, who wish to submit an alternate proposal for consideration by the Debtors. All bids are to be sent to Circuit City, counsel to the Seller, counsel to the Official Committee of Unsecured Creditors, and DJM Realty. If the Seller receives any "Qualified Bids," it would hold an auction on March 16, 2010, at 10:00 a.m., Eastern Time, telephonically or at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at One Rodney Square, in Wilmington, Delaware. The Purchaser and all other parties that submitted a Qualified Bid will be advised of the Auction. To be considered a Qualified Bid and a Qualified Bidder, for purposes of the Auction, the person or entity submitting the bid would be required to submit an offer by the Bid Deadline that includes (i) an executed copy of the Agreement, marked to show amendments and modifications to the Agreement that the Qualified Bidder proposes, including modification of the Purchase Price, which must be at least $65,000; (ii) the potential bidder and its authorized agent who will appear on its behalf; (iii) a statement that the bid will not be conditioned on the outcome of unperformed due diligence by the bidder or any financing contingency; (iv) a good faith deposit of $6,000, plus 10% of the amount the bid exceeds the Purchaser Price; (v) an acknowledgment that the bidder's offer is irrevocable until two business days after the Closing of the Sale; and (vi) an acknowledgment that, in the event the bidder is the Alternate Bidder, it will proceed with the purchase pursuant to the terms of the Marked Agreement. At the conclusion of any Auction, the Seller, in consultation with its advisors and representatives of the Creditors' Committee, would determine which bid constitutes the highest or otherwise best bid -- Successful Bid. Following the Auction, if any, the Seller intends to proceed with a hearing to approve the Sale on March 18, 2010, at 10:00 a.m., Eastern Time. If no Qualified Bids other than the Purchaser's bid are received, the Seller would proceed with the Sale to the Purchaser after entry of the Sale order. If the Seller receives additional Qualified Bids, then at the Sale hearing, it would seek approval of the Successful Bid, as well as the second highest or best Qualified Bid -- the Alternate Bid. A bid would not be deemed accepted by the Seller unless and until approved by the Court. After approval of the Sale to the Successful Bidder, if the Successful Bidder fails to consummate the Sale for specified reasons, then the Alternate Bid would be deemed to be the Successful Bid, and the Seller would be permitted to effectuate a sale to the Alternate Bidder without further order of the Court. Sale objections must be filed and served no later than 4:00 p.m., Eastern Time, on March 11, 2010. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08- 35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CITADEL BROADCASTING: Court Sets April 21 as Claims Bar Date ------------------------------------------------------------ Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern District of New York set April 21, 2010 at 5:00 p.m. (Eastern) as the deadline for creditors to file proofs of pre-bankruptcy claims, including claims arising under section 503(b)(9) of the Bankruptcy Code, in the cases of Citadel Broadcasting Corporation and its affiliates. Judge Lifland set June 18, 2010, at 5:00 p.m. (Eastern) as the deadline for governmental entities to file proofs of claim. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITIGROUP INC: Private Bank Unit to Double Size of Workforce ------------------------------------------------------------ Brett Philbin at The Wall Street Journal reports that Citigroup Private Bank's North America Chief Executive Peter Charrington told Dow Jones Newswires in an interview that Citigroup plans to roughly double the size of its private banker force in North America over the next several years. The Journal reports that Mr. Charrington said he would like the unit, which boasts 130 bankers, to reach a total of about 260. Mr. Charrington was named CEO of Private Bank, North America in June after leading Citi's ultra-high-net worth businesses in the United Kingdom, Israel and Monaco, the Journal reports. Citigroup's private bank targets investors with a net worth of at least $25 million. "We have 22 locations in North America and will add selectively by putting talent in key markets," Mr. Charrington told Dow Jones. The Journal says Citi Private Bank has $90 billion in client business volume -- a figure that includes investments, cash management and credit among other things. The Private Bank has an ultra-high-net worth business, but also caters to the wealth management needs of attorneys in its law firm group. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. COLONIAL BANCGROUP: Claims Ownership of Garland Property -------------------------------------------------------- The Colonial BancGroup, Inc., commenced an adversary proceeding, asking the U.S. Bankruptcy Court for the Middle District of Alabama to: -- declare that certain real property and improvements thereon located at 715 North Garland Avenue, Orlando, Florida) is property of the estate; and -- determine that the Garland Property is free and clear of any lien, claim or interest that the Federal Deposit Insurance Corporation, as receiver for Colonial Bank, may assert. The Debtor acquired ownership of the Garland Road Property as the result of a merger on or about September 18, 1998, of C&G Properties of Orlando, Inc., a Florida corporation, which at the time of the merger was the owner of the Garland Road Property. Prior to the petition date, Colonial Bank held a mortgage of record with respect to the Garland Road Property to secure an indebtedness allegedly owed by the Debtor to Colonial Bank. The mortgage and the underlying indebtedness secured thereby were satisfied prior to the petition date from the proceeds of a condemnation award in the amount of $2,592,900 pursuant to a Stipulated Order of Taking entered on or about October 16, 2007. The Debtor adds that the basis for the FDIC-Receiver's assertion of an interest or a desire to conduct further investigation to ascertain whether or not an interest exists in the Garland Road Property is unclear. About Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc. (NYSE: CNB) was holding company to Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/ -- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. Colonial BancGroup filed for Chapter 11 bankruptcy protection on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303). W. Clark Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in its restructuring effort. The Company listed $45,000,000 in assets and $380,000,000 in debts in its bankruptcy filing. CONSECO INC: Pays $2.7-Mil. in Performance Bonuses 5 Executives --------------------------------------------------------------- Conseco Inc. disclosed in a regulatory filing Monday, that effective March 4, 2010, its Human Resources and Compensation Committee of the Board of Directors approved payments to certain executive officers under a Pay for Performance Incentive Plan. Payments under the P4P plan is based on the executive officers' respective performances with respect to the targets that had been set for the year ended December 31, 2009. The executive offices who received P4P bonus payments were: Name Title P4P Bonus Payment ----------------- --------------------------- ---------- C. James Prieur Chief Executive Officer $1,075,989 Edward J. Bonach Chief Financial Officer $451,915 Eric R. Johnson President 40|86 Advisors, Inc. $468,865 Scott R. Perry President, Bankers Like and Casualty Company $593,240 Steven M. Stecher President Conseco Insurance Group $263,760 The Compensation Committee also awarded shares of restricted stock to the following named executive officers: Edward Bonach (4,000 shares); Eric Johnson (3,000 shares); Scott Perry (4,000 shares); and Steven Stecher (3,500 shares). Mr. Prieur did not receive an award of restricted stock. The shares of restricted stock will vest in two equal annual installments commencing March 2, 2010, if the officer remains employed through the date of vesting. The Compensation Committee also approved a salary increase of $37,500 for Mr. Bonach, increasing his annual salary to $510,000. 2010 P4P Plan On March 2, 2010, the Company's Board of Directors approved the 2010 Pay for Performance Incentive Plan, which will be submitted to the shareholders for approval at the Company's 2010 Annual Meeting. The 2010 P4P Plan is substantially the same as the Company's current P4P Plan, which was adopted in 2005 and expires in 2010. The 2010 P4P Plan will be administered by the Compensation Committee, which is comprised of independent directors who are not eligible to participate in the 2010 P4P Plan. The Compensation Committee will have the full discretionary authority to administer and interpret the 2010 P4P Plan. Individuals eligible to participate in the 2010 P4P Plan shall consist of officers and other employees of the Company whom the Compensation Committee determines have the potential to contribute significantly to the success of the Company. The determination of participants for each year will be made no later than the 90th day of the year (or, in the case of a performance period that is less than a fiscal year, prior to the date on which 25% of the performance period has lapsed). The 2010 P4P Plan award levels are based on achievement of pre- established objective performance goals determined by the Compensation Committee for each performance period. The performance goals may be based upon performance of the Company, an affiliate or division thereof, and/or individual performance. A full-text copy of 2010 Pay for Performance Incentive Plan is available for free at: http://researcharchives.com/t/s?5824 About Conseco Inc. Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The Company became the successor to Conseco Inc. (Old Conseco), in connection with the Company's bankruptcy reorganization which became effective on September 20, 2003. CNO focuses on serving the senior and middle-income markets. The Company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. COOPER-STANDARD: Court OKs Payment to BofA to Arrange Financing --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the payment of fees and reimbursement of expenses of Bank of America N.A. and Banc of America Securities LLC. BofA and Banc of America are among the lenders tapped by the Debtors to provide exit financing in connection with their Chapter 11 plan of reorganization, which requires the Debtors to obtain a new working capital facility of up to $150 million and a new secured term debt facility of up to $400 million. As condition for obtaining the exit financing, BofA and Banc of America required the Debtors to reimburse them of their fees and expenses incurred in connection with the negotiation and preparation of the new working capital facility. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COOPER-STANDARD: Disc. Statement Hearing Moved to March 18 ---------------------------------------------------------- Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware moved to March 18, 2010, the hearing to consider approval of the disclosure statement of Cooper-Standard Holdings Inc. and its affiliated debtors. Also to be considered for approval at the March 18 hearing is the proposed deal between the Debtors and certain noteholders, who agreed to backstop a $245 million equity rights offering to finance the Debtors' joint Chapter 11 plan of reorganization. The Debtors filed their Plan on February 1, 2010, which, if approved by the Court would reduce their debt to $430 million when they emerge from bankruptcy. Under the Plan, the Debtors' prepetition credit facility and debtor-in- possession financing as well as the general unsecured claims against Cooper-Standard Automotive Inc.'s would be paid in full in cash. ITT Industries Object ITT Corporation asks the Court to deny approval of the disclosure statement, saying it does not contain "adequate information" that would allow ITT to determine whether its rights under an agreement with CS Automotive would be protected or not. ITT and CS Automotive, one of the Debtors, are parties to a 2005 agreement, which authorized the sale of ITT's stock and assets to CS Automotive. ITT has criticized in particular a provision in the disclosure statement, which states that title to all property of the Debtors and their estates "will pass to and vest" in the Reorganized Debtors free and clear of claims, liens and encumbrances on the effective date of the Debtors' Plan. MaryJo Bellew, Esq., at Saul Ewing LLP, in Wilmington, Delaware, says the disclosure statement does not contain any description or specific reference to ITT's real property in New Lexington, Ohio, and does not state if ITT would be given access to the property after the Effective Date. Among the assets sold to CS Automotive under the 2005 agreement is a 25-acre of real property in New Lexington, which had been used as an industrial facility. Under the deal, CS Automotive is required to provide ITT continued access to the property to conduct environmental investigation and remediation work on the property. "The disclosure statement should be modified to adequately describe the [property] and to state with specificity whether the Plan will preserve ITT's rights under the [2005 agreement]," Ms. Bellew says. Aside from the $183,714 claim that ITT asserts against the Debtors, it also holds an unliquidated claim in connection with CS Automotive's obligations provide to ITT access to the property. Meanwhile, U.S. Bank N.A. has filed a statement in Court to preserve its right to object to the proposed deal between the Debtors and the noteholders to backstop the equity rights offering. U.S. Bank asks the Court to consider the status and nature of any potential alternative transaction in connection with the deal. The Chapter 11 Plan Under Cooper-Standard's existing plan, debt will be reduced to $430 million when the Company emerges from bankruptcy, representing a drop of more than 60% or $700 million. The Debtors had total liabilities of more than $1 billion when they filed for bankruptcy protection on August 3, 2009. The Plan proposes to pay in full in cash the Debtors' prepetition credit facility and debtor-in- possession financing. General unsecured claims against Cooper-Standard Automotive Inc. and all of its subsidiary debtors will also receive payment in full in cash. Under the Plan, holders of claims that stemmed from the 7% Senior Notes due 2012 will be issued about 18.75% or 4,083,333 shares of the new common stock. Eligible holders of senior note claims will acquire their share of rights to purchase about 45% or 9,800,000 of the new common stock. Holders of claims which stemmed from the 8-3/8% Senior Subordinated Notes due 2014 will be issued about 6.25% or 1,361,111 shares of the new common stock, and warrants to acquire an additional 5% of the stock or, at the election of those holders, a cash payment in lieu of warrants. Eligible holders of senior subordinated notes claims will acquire their share of rights to acquire 15% or 3,266,667 shares of the new common stock. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COOPER-STANDARD: Wants Removal Period Extended to June 1 -------------------------------------------------------- Cooper-Standard Holdings Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to give them until June 1, 2010, to file notices of removal of civil actions pending as of their bankruptcy filing. The deadline for the Debtors to file the notices expired on March 2, 2010. "The determination as to whether to seek to remove any particular claim or action requires the evaluation of a number of legal and factual issues," says the Debtors' attorney, Drew Sloan, Esq., at Richards Layton & Finger P.A., in Wilmington, Delaware. "While the Debtors have been evaluating these issues, [they] require additional time to analyze the pending claims and actions in order to make appropriate determinations concerning removal," Mr. Sloan says in court papers. The Debtors are involved in eight civil actions as of August 3, 2009. The Court will hold a hearing on March 18, 2010, to consider approval of the proposed extension. Deadline for filing objections is March 11, 2010. Pursuant to Del.Bankr.LR 9006-2, the deadline for Debtors to remove actions is automatically extended until the conclusion of that hearing. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COREL CORP: S&P Affirms 'B-' Long-Term Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said it removed all the ratings on Ottawa-based packaged software provider Corel Corp. from CreditWatch where they had been placed with negative implications on Oct. 30, 2009. At the same time, S&P affirmed its 'B-' long- term corporate credit rating on the company. The outlook is stable. S&P also affirmed its 'B-' issue-level rating on Corel's US$235 million senior secured bank facilities, of which about US$105 million was outstanding on Nov. 30, 2009. The '3' recovery rating on the bank facilities is unchanged, reflecting its opinion as to an expectation of meaningful (50%-70%) recovery in the event of default. At Nov. 30, 2009, the company had about US$105 million of reported debt outstanding. "These rating actions reflect S&P's assessment that the company's operating performance should stabilize in the next 12 months," said Standard & Poor's credit analyst Madhav Hari. "Specifically, S&P expects revenue declines to moderate in the next few quarters given an improving global economy, and meaningful product refreshes by the company," Mr. Hari added. Standard & Poor's also expects Corel's profit margins to improve modestly from ongoing cost cutting and a more favorable revenue mix. Nevertheless, S&P is concerned about the company ability to meaningfully improve its revenue trajectory in the future given its relatively mature product portfolio and substantially lowered research and development investment in the past two years. S&P also note that Corel's financial flexibility will remain constrained in the near term given tight debt leverage headroom, declining cash balances, and reduced levels of internal cash generation compared with previous years. Finally, the ratings also reflect S&P's long-term concerns that Corel will pursue debt- financed acquisitions that, combined with potentially meaningful shareholder distributions, could ultimately lead to increased debt leverage and weaker credit metrics. The ratings on Corel reflect what S&P view as the company's "vulnerable" business risk profile reflecting its weak market position within the highly competitive packaged software industry; weak pricing power; the short life span of such products in general; and, more recently, the impact of the global recession on its revenue growth. The ratings also reflect what Standard & Poor's considers a "highly leveraged" financial risk profile primarily owing to what S&P see as an aggressive financial policy given the company's weak financial flexibility, its strategy to continue seeking additional debt-financed acquisitions, and 100% ownership by private equity sponsor, Vector Capital. S&P believes these factors are mitigated by Corel's brand recognition as a viable alternative to globally dominant packaged software offerings; its sizable and diverse installed customer base; improving product, geographic, and distribution diversification from acquisitions in recent years; good relationships with large PC original equipment manufacturers; and still-healthy adjusted debt-to-EBITDA and cash flow protection metrics for the ratings. Corel is a developer of graphics, productivity, and digital media packaged software with more than 100 million active users in 75 countries. The stable outlook reflects S&P's expectations that Corel's EBITDA will stabilize in fiscal 2010, and that potential near-term financial covenant violations will be cured by its equity sponsors. The ratings are supported by S&P's view that, in the near term at least, the company will generate meaningful discretionary cash flow from its mature portfolio of productivity, graphics, and digital media products and that its adjusted debt- to-EBITDA and cash flow protection measures will remain conservative for the ratings. It is less likely that S&P would consider revising the outlook to positive or upgrading the company in the near term given S&P's concerns about Corel's financial flexibility, its medium-term growth prospects from existing operations, and the prospect of higher debt leverage in the medium term. Should revenue decline by 10% or profit margins weaken from fiscal 2009 levels because of difficult market conditions, competitive forces, pricing pressures, or shifting customer purchasing behavior, S&P could revise the outlook to negative or downgrade the company. CRYOPORT INC: Warrants Began Trading at OTCBB on March 3 -------------------------------------------------------- CryoPort, Inc. said the warrants attached to its recently completed Public Offering commenced trading on March 3, 2010, on the OTCBB under the ticker symbol CYPTW. Each warrant is exercisable into one share of CryoPort common stock at a price of $3.30 per share. Approximately 1,666,667 warrants were issued as part of recently completed Public Offering. A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?581b On February 25, CryoPort said it would issue in a public offering units consisting of 1,666,667 shares of CYRX common stock and 1,666,667 warrants to purchase one share of common stock at an exercise price of $3.30, for gross proceeds of $5,000,001 and net proceeds of $4,237,850. Each unit consisting of one share, together with one warrant to purchase one share, was priced at $3.00. The Company also granted a 45-day option to the representative of the underwriters to purchase up to an additional 250,000 units of common stock and warrants to cover over-allotments, if any. CryoPort on February 19, 2010, entered into an Amended and Restated Amendment Agreements with Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, and BridgePointe Master Fund Ltd., who are the Holders of the Company's outstanding Original Issue Discount 8% Senior Secured Convertible Debentures dated September 27, 2007 and Original Issue Discount 8% Secured Convertible Debentures dated May 30, 2008, and associated warrants to purchase common stock. CryoPort said the February 2010 Amendment amended and restated the amendment agreements that the Company and Holders entered into on January 12, 2010 and February 1, 2010. On February 23, 2010, the Company and Holders entered into an additional amendment to modify the February 2010 Amendment. Pursuant to the February 2010 Amendment, the Holders confirmed their prior agreement to defer until March 1, 2010, the Company's obligation to make the January 1, 2010 and February 1, 2010 debenture amortization payments -- each in the aggregate amount of $200,000) and their consent to the Company's recent 10-to-1 reverse stock split. In addition, subject to the Company consummating a public offering of units -- each unit consisting of one share of common stock and one warrant to purchase one share of common stock -- for gross proceeds of not less than $5,000,000 at a per unit price of not less than $3.00 per unit, the Holders have consented and agreed, among other items, to: -- each will convert $1,357,215 in principal amount of the outstanding principal balance of such holder's debenture in exchange for a number of shares of common stock determined by dividing such principal amount by the unit offering price for the public offering; -- with respect to the remaining outstanding balance of the debentures after conversion, the Company would not be obligated to make any principal or interest payments until March 1, 2011, at which time the Company would be obligated to start making monthly principal and interest payments of $200,000 for a period of 17 months with a final balloon payment due on August 1, 2012. In addition, the future interest that would accrue on the outstanding principal balance from July 1, 2010 (the date to which accrued interest was previously added to principal) to March 1, 2011 will be added to the current principal balance of the debentures; -- the conversion price of the remaining outstanding balance of each Debenture will be equal to the lesser of the current conversion price of $4.50 or the unit offering price; -- the exercise price of the Warrants currently held by the Holders will be equal to the lesser of the current exercise price of $4.50 per share or the exercise price of the warrants included as part of the units sold in this offering and the exercise period shall be extended to January 1, 2015; -- the termination of certain anti-dilution provisions contained in the Debentures and Warrants held by the Holders and their right to maintain a fully-diluted ownership of the Company's common stock equal to 34.5%; -- the termination of certain financial covenants; and -- each will execute a lock-up agreement covering a period of 180 days from the effective date of the registration statement; provided, however, that in the event that on any trading day during the lock-up period the trading price of the Company's common stock exceeds 200% of the offering price of the units, then each Holder may sell at sales prices equal to or greater than 200% of such unit offering price a number of shares of common stock on that trading day equal to up to 10% of the aggregate trading volume of the Company's common stock on the primary market on which it is trading on such Open Trading Day, and (ii) in the event on any trading day during the lock-up period the trading price of the Company's common stock exceeds 300% of the unit offering price, each Holder may sell at sales prices equal to or greater than 300% of such unit offering price an unlimited number of shares of common stock on such Open Trading Day. Sales under the foregoing clause (ii) on any particular Open Trading Day shall not be aggregated with sales under the foregoing clause (i) on the same Open Trading Day for purposes of calculating the 10% limitation under clause (i). In the event that the Company does not consummate this offering at a price of $3.00 per unit for minimum gross proceeds of $5,000,000 by March 15, 2010, then the provisions shall be null and void (provided, however, the exercise period for the warrant shall remain extended to January 1, 2015). Going Concern Doubt The Company has not generated significant revenues from operations and has no assurance of any future revenues. The Company generated revenues from operations of $35,124, incurred a net loss of $16,705,151 and used cash of $2,586,470 in its operating activities during the year ended March 31, 2009. The Company generated revenues from operations of $42,888, had net loss of $5,085,376, and used cash of $1,941,693 in its operating activities during the nine months ended December 31, 2009. In addition, the Company had a working capital deficit of $19,197,473, and had cash and cash equivalents of $647,308 at December 31, 2009. The Company's working capital deficit at December 31, 2009, included $13,740,633 of derivative liabilities, the balance of which represented the fair value of warrants and embedded conversion features related to the Company's convertible debentures which were reclassified from equity during the nine months ended December 31, 2009. Currently management has projected that cash on hand, including cash borrowed under the convertible debentures issued in the first, second, and third quarter of fiscal 2010, will be sufficient to allow the Company to continue its operations only into the fourth quarter of fiscal 2010. "These matters raise substantial doubt about the Company's ability to continue as a going concern." At December 31, 2009, the Company's consolidated balance sheets showed $1,964,134 in total assets and $21,585,470 in total liabilities, resulting in a $19,621,336 shareholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $895,205 in total current assets available to pay $20,092,678 in total current liabilities. About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- is a provider of an innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers (referred to as a "shipper") capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0 degrees Celsius. DANNY'S FAMILY: Lawsuits Spur Chapter 11 Filing ----------------------------------------------- Danny's Family Companies, LLC, together with at least 10 affiliates, filed for Chapter 11 on March 4, 2010 (Bankr. D. Ariz. Case No. 10-05792). The Arizona Republic reports that four creditors have filed lawsuits against Valley car-wash mogul, restaurateur and developer Daniel "Danny" Hendon, his business partners and their various companies, claiming a total debt of more than $50 million. According to the report, Dennis Naughton, attorney for Danny's Family Companies LLC, said the rapid-fire legal action is part of a domino effect that started after one lender, Milwaukee-based M&I Marshall & Ilsley Bank, filed a Maricopa County Superior Court complaint in early February, claiming non-payment on a $13.8 million business loan. The second, larger lawsuit, filed this March by Dallas-based Comerica Bank, contends Hendon and 19 of his companies defaulted on a $40 million loan, with an outstanding balance of $24.7 million. Two additional lawsuits were filed in February in connection with Hendon's development efforts in the Glendale Sports and Entertainment District with business partner Robert Banovac. According to Arizona Republic, the bankruptcy stems from the M&I lawsuit, the first of two recent complaints asking the court for emergency action to restrict the defendants from using any existing cash or collateral assets. Chapter 11 is typically used to reorganize a business. A stay of creditor actions automatically goes into effect when the bankruptcy petition is filed. The automatic stay provides a period of time in which all judgments, collection activities, foreclosures, and repossessions of property are suspended and may not be pursued by the creditors on any debt or claim that arose before the filing of the bankruptcy petition. The automatic stay does not cover Mr. Hendon, who has not filed for bankruptcy. EASTERN HARBOR REAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Eastern Harbor Real Estate Trust aka Eastern Harbour Real Estate Trust 1180 Chersonese Round Mount Pleasant, SC 29464 Bankruptcy Case No.: 10-01688 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: Chief Judge John E. Waites Debtor's Counsel: Richard A. Steadman, Jr., Esq. Steadman Law Firm PA PO Box 60367 North Charleston, SC 29419 Tel: (843) 529-1100 Email: bankruptcyslf@steadmanlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $6,430,000, and total debts of $5,635,290. The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Thomas F. True, trustee of the Company. EL PASO: Moody's Affirms 'B3' Rating on Mortgage Revenue Bonds -------------------------------------------------------------- Moody's Investors Service has affirmed the B3 rating on $4,850,000 of outstanding El Paso Housing Finance Corporation, Multifamily Mortgage Revenue Bonds (Las Lomas Apartments) Series 1999A. The outlook on the bonds remains stable. The rating affirmation is based on improving debt service coverage levels and stabilized performance of Las Lomas Apartments, which are offset by a reduced Debt Service Reserve Fund. Legal Security The bonds are secured by a pledge of all project revenues and funds held pursuant to the program. The Series 1999A bonds have a first lien on all program funds and are paid first in the monthly flow of funds. Excess funds can only be released if a 1.45x debt service coverage ratio is met for the Series 1999A bonds and 1.15x for the unrated Series 1999C (subordinated) bonds. Payment of senior bond principal and interest is given priority in the flow of funds and is senior to the payment of the Series 1999C bonds. The Series 1999C bonds are not rated by Moody's. Strengths * Audited financial statements for 2008 indicate the debt service coverage ratio fell to 1.24x on the senior bonds from 1.33x in 2007. Year-to-year coverage ratio volatility is to be expected in this sector, and the 2008 coverage ratio is above Moody's benchmark for the B3 rating level. * Capital contributions made to the Replacement Reserve Fund during 2008 have rebuilt the reserve to approximately $260 per unit, which is in line with Moody's methodology for the multifamily housing sector. * The use of Debt Service Reserve Fund moneys to fund capital improvements appears to have helped the property's operating performance. In November 2006, the owner of the property and the beneficial owner of the Series 1999A bonds agreed to use up to $300,000 of the Debt Service Reserve Fund to repair and improve the physical condition of the property. Given the improvement in debt service coverage levels and the property's occupancy relative to the El Paso multifamily real estate market, these capital repairs are likely to have improved the creditworthiness of the property, at least in the near term. Challenges * The Debt Service Reserve Fund is funded and sized in an amount well below the requirement of the original Indenture, and in an amount which Moody's believes will not adequately insulate bondholders from operating risks. * Risks inherent in the affordable multifamily housing sector. Moody's considers this housing sector particularly volatile due to market forces that determine occupancy rates, operating expenses and other determinants of bondholder security. Outlook The outlook on the bonds has been affirmed at stable. The outlook reflects the improving occupancy of the property and debt service coverage on the bonds. Despite the improved operating performance of the property over the past three fiscal years, Moody's believes that the current Debt Service Reserve Fund for the Series 1999A bonds poses significant credit risk to bondholders. The fund requirement was reduced from annual debt service to approximately 25% of annual debt service pursuant to an amendment to the Bond Indenture, thereby increasing bondholders' exposure to an inherently volatile sector. What could change the rating -- UP * Revising the Debt Service Reserve Fund Requirement to an amount equal to the annual debt service on the Series 1999A bonds * Replenishing the Senior Debt Service Reserve Fund What could change the rating -- DOWN * Further taps on the Senior Debt Service Reserve Fund * Decline in debt service coverage The last rating action for this program was taken on February 16, 2009, when the rating and outlook on the bonds was affirmed at stable. ERICKSON RETIREMENT: To Pay $750,000 in Severance to Ex-Workers --------------------------------------------------------------- Erickson Retirement Communities LLC will seek Court approval to pay $750,000 of $1.8 million in severance payments owed to former employees, Jay Hancock of Baltimore Sun's Business Blog said, according to reports heard by former employees. Ex-employees owed less than $10,950 in severance would get everything previously pledged by ERC, the article noted. Former employees who are owed more than $10,950 in severance would only get $10,950 as they were told in a conference call held March 3, 2010, Mr. Hancock notes. Employees were told that checks could be sent as soon as late April 2010, the report stated. "We hope to resolve this matter as promptly as the court process allows," Erickson spokesman Mel Tansill was quoted as saying. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) EVERYDAY LOGISTICS: Taps Backenroth Frankel as Bankr. Counsel ------------------------------------------------------------- Everyday Logistics LLC has sought permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Backenroth Frankel & Krinsky, LLP, as bankruptcy counsel. BFK will: (a) provide the Debtor with legal counsel with respect to its powers and duties as a debtor-in-possession in the continued operation of its business and management of its property during the Chapter 11 case; (b) prepare on behalf of the Debtor necessary applications, answers, orders, reports, and other legal documents which may be required in connection with the Chapter 11 case; (c) provide the Debtor with legal services with respect to formulating and negotiating a plan of reorganization with creditors; and (d) perform other legal services for the Debtor as may be required during the course of the Chapter 11 case, including but not limited to, the institution of actions against third parties, objections to claims, and the defense of actions which may be brought by third parties against the Debtor. Mark A. Frankel, a member at BFK, says that the firm will be paid based on the hourly rates of its personnel: Abraham J. Backenroth $495 Mark A. Frankel $435 Scott A. Krinsky $395 Paralegal Time $125 Mr. Frankel assures the Court that BFK is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Monsey, New York-based Everyday Logistics LLC filed for Chapter 11 bankruptcy protection on January 7, 2010 (Bankr. S.D.N.Y. Case No. 10-22026). The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. FAIRFIELD RESIDENTIAL: Committee Now Supporting Plan ---------------------------------------------------- Fairfield Residential LLC filed with the U.S. Bankruptcy Court for the District of Delaware an amended explanatory Disclosure Statement and Plan of Reorganization. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The Official Committee of Unsecured Creditors is now supporting the Plan. The Plan projects a 9.3% recovery for unsecured creditors owed an aggregate of $717.8 million. Secured creditors Wachovia Finance Co., owed $18.2 million and Capmark Financial, owed $79.5 million are recovering 40.6% and 100%, respectively. The Plan contemplates and is predicated upon transfer of the Liquidating Assets and certain of the Debtors' liabilities, including Claims, into the Fairfield Trust. Newco will be formed on or before the Effective Date by the New Money Investors and Management as a new entity, which will purchase and subsequently hold, directly or indirectly, all of the Reorganized Fairfield Assets. Fairfield will receive 10% of the membership interests. New Money Investors will invest up to the aggregate of $119.5 million in NewCo in this manner: (i) the New Money Investors will initially invest $19.5 million in Newco on the Effective Date (which includes the amount necessary to make the Closing Payment); (ii) the New Money Investors will make a subsequent investment in Newco of $50 million; and (iii) the New Money Investors will commit to co-invest $50 million in acquisitions of multi-family residential real estate projects by Newco. The New Money Investors are comprised of Och-Ziff Real Estate Acquisitions LP, and California State Teachers' Retirement System. At the same time that the New Money Investors make their initial $19.5 million investment, Management will make an investment of $1.5 million. Current members of management involved in the transaction are Chris Hashioka, Greg Pinkalla, Ted Bradford, Jim Hribar, Perry Raptis and Don Byerly. The transaction with the New Money Investors is subject to higher and better offers. The Debtors and the Official Committee of Unsecured Creditors have agreed that, in the event that (a) prior to December 31, 2010, Fairfield consummates an Alternative Transaction (New Money Investors are outbid at the auction) and (b) OZ and CalSTRS have not otherwise breached their obligations under the Plan or the New Money Definitive Documents, or otherwise terminated in violation of the terms thereof the New Money Definitive Documents, then OZ and CalSTRS will have the right to seek: i) the payment of $2.0 million to OZ; and ii) the reimbursement of actual and documented expenses incurred by OZ and CalSTRS in connection with or relating to the negotiation of the New Money Investment in an aggregate amount that does not exceed $500,000. In the event that (x) the New Money Investment is not consummated prior to December 31, 2010, and (y) OZ and CalSTRS have not otherwise breached their obligations under this Plan or the New Money Definitive Documents, or otherwise terminated in violation of the terms thereof the New Money Definitive Documents, then OZ and CalSTRS will have the rights to seek the reimbursement of their reasonable actual and documented expenses incurred in connection with or relating to the negotiation of the New Money Investment. The amounts will be paid contemporaneously with the consummation of an Alternative Transaction or upon the effective date under a confirmed plan of reorganization or liquidation other than the Plan. The New Money Investors will provide an aggregate commitment of $50 million for investment in multifamily acquisitions; provided that each such acquisition must be acceptable to the New Money Investors. Any investment will dilute the other holders of membership interests, except for management. For a period commencing on the effective date and ending upon the earlier of (i) December 31, 2010, or (ii) the date on which certificates of occupancy have been issued for those joint venture projects amounting to more than 90% of the aggregate number of units under construction on December 31, 2009. A full-text copy of the amended Disclosure Statement is available for free at: http://bankrupt.com/misc/FairfieldResidential_AmendedDS.pdf A full-text copy of the amended Plan is available for free at http://bankrupt.com/misc/FairfieldResidential_AmendedPlan.pdf About Fairfield Residential San Diego, California-based Fairfield Residential LLC is a fully integrated multifamily housing company that through its various subsidiaries provides a diverse mix of services to a wide range of investors, joint venture partners and clients. FFR either directly or indirectly acts as a general partner or managing member of, and owns varying stakes in, a number of project level operating companies. The Company and its affiliates -- FF Development, Inc., et al. -- filed for Chapter 11 bankruptcy protection on December 13, 2009 (Bankr. D. Delaware Case No. 09-14378). Daniel J. DeFranceschi, Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A. McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors is represented by Brett H. Miller, Esq., Stefan W. Engelhardt, Esq., and Melissa A. Hager, Esq., at Morrison & Foerster LLP; and William E. Chipman Jr., Esq., Kerri K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath & Cobb LLP. Fairfield Residential listed $100,000,001 to $500,000,000 in assets and more than $1,000,000,000 in liabilities. Dow Jones says Fairfield listed assets worth $958 million and liabilities of nearly $835 million. FLYING J: Class Plaintiff Asks for Change in Sale to Pilot ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that a class-action plaintiff is asking the Bankruptcy Court to revise an order entered in January authorizing the sale of most of the retail business to Pilot Travel Centers LLC in a $1.2 billion transaction. According to the report, the plaintiff, which is a member of the Official Committee of Unsecured Creditors, contends that the January order improperly contained a provision cutting off claims against Flying J for selling so-called hot fuel. Although the claims are barred by the order against Flying J, Pilot assumed liability for the class suits, the Bloomberg report said. The Bloomberg report adds that in the 25 class suits against Flying J and other refiners, the plaintiff says the claims against Flying J total $300 million. He wants the bankruptcy court to revise the terms of sale so the class plaintiffs can make claims against Fling J as well as Pilot. The issue is scheduled for hearing in bankruptcy court in Delaware on March 18. Hot fuel refers to petroleum products that are at a temperature of more than 60 degrees Fahrenheit at the time of sale. Because petroleum expands at higher temperatures, buyers receive less fuel when the temperature is high. The class plaintiff says prices are adjusted to reflect temperature. Flying J and its debtor-affiliates have already filed a proposed Chapter 11 Plan of Reorganization. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the explanatory Disclosure Statement. About Flying J Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is among the 20 largest private companies in America, with 2007 sales exceeding $16 billion. The fully integrated oil company employs approximately 14,700 people in the U.S. and Canada through its interstate operations, transportation, refining and supply, exploration and production, as well as its financial services and communications, divisions. Flying J and six of its affiliates filed for bankruptcy on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying J sought Chapter 11 protections after a precipitous drop in oil prices and disruption in the credit markets brought to bear significant short-term pressure on the company's liquidity position. Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. GENERAL GROWTH: U.S. Trustee Opposes UBS Fees --------------------------------------------- In separate filings, the Official Committee of Unsecured Creditors and Diana G. Adams, the U.S. Trustee for Region 2, asked the Bankruptcy Court to deny approval of General Growth Properties' proposed employment of UBS Securities LLC as their capital markets and merger and acquisition or "M&A" advisor. The Creditors' Committee complained that the Debtors seek unprecedented relief -- authority to employ a second full service investment bank, UBS, and to pay it a completion fee of not less than $17.5 million. Among others, the Creditors' Committee and the U.S. Trustee object to the Debtors' Application because: * the services of UBS proposes to provide are duplicative of the services contemplated in the Debtors' engagement of Miller Buckfire & Co., LLC, which cost the Debtors' estates about $30 million; * the Debtors do not need to employ UBS and incur the related fees since they already have financing and acquisition candidates available to them that will provide all creditors a full recovery and a meaningful recovery to equity holders, including the proposal from Simon Property Group, Inc., which proposes to pay all creditors in full in cash and provides a substantial distribution to equity holders; * UBS' proposed fees arrangement is unreasonable and, when looked at together with Miller Buckfire's fees, the Debtors' estates would be liable for $50 million in fees, which amount represent the "highest guaranteed financial advisor/investment banking fee ever approved in a Chapter 11 case;" * UBS' proposed fee arrangement is not tied to the value UBS ultimately provides to the Debtors' estates but rather is inappropriately linked to the ultimate recovery of equity holders. As a result, UBS is incentivized to (a) "swing for the fences" regardless of corresponding risk to unsecured creditors' recoveries and (b) support an inflated enterprise value in a plan of reorganization which, to the extent the plan of reorganization provides for the conversion of unsecured creditors into equity of the reorganized Debtors, would deny unsecured creditors true payment in full; * UBS is not a "disinterested person" as required by Section 327 of the Bankruptcy Code because it is a shareholder, a creditor and is the administrative agent of the Debtors' DIP lending syndicate; and * UBS and its non-retained affiliates have failed to comply with the disclosure requirements of Rule 2014 of the Federal Rules of Bankruptcy Procedure. Debtors Talk Back The size and complexity of the Debtors' Chapter 11 cases, GGP's aim of consummating a reorganization plan for GGP, GGP Limited Partnership, GGPLP LLC, The Rouse Company LP, and other parent holding companies collectively known as TopCo expeditiously, and the interest demonstrated by eager investors, necessitates that they be authorized to engage advisors that have the ability, experience and expertise to coordinate with Miller Buckfire in a simultaneous equity capital raise, which includes accessing non- traditional sources of capital, and a financing or M&A transaction process of unprecedented scope, counsel to the Debtors, Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, points out. Contrary to what is asserted in the Objections, UBS' services will complement, not duplicate, those services of Miller Buckfire, Ms. Goldstein argues. UBS' unique, first-hand access to REIT investors, which only became a viable avenue for emergence capital, makes the firm a critical partner for GGP and Miller Buckfire in conducting the capital raise process and creating value enhancing prospects for all of GGP's stakeholders, she contends. She insists that UBS' fee structure is designed to ensure that the firm remains impartial with respect to a prospective restructuring transaction. Furthermore, UBS made every effort -- even ones that can only be characterized as "belts and suspenders" -- to allay any allegations of a lack of "disinterestedness," she assures the Court. Thus, the Debtors ask the Court to approve the Application. In support of the Debtors' Application, the Official Committee of Equity Security Holders tells the Court that employing a different investment banker with UBS' unique skills and contacts in global real estate financing would set the M&A process back and would delay implementing an efficient M&A process. Moreover, Steven D. Smith, a managing director, the Global Head of Leverage Finance and the Global Head for UBS, informs the Court that on February 1, 2010, UBS provided a 30-day notice of its resignation as administrative agent under the Debtors' DIP Credit Agreement. He further notes that UBS sold its holdings of $7.5 million of the indebtedness under the DIP Credit Agreement on October 26, 2009. Similarly, he relates that UBS sold its shares of GGP common stock on February 12, 2010, and holds only customer facilitation shares. He states that UBS entered into new total return swap contracts relating to shares of GGP common stock. He says that the new total return swap contracts reflect the total return swap contracts, thus offsetting UBS' existing obligations under the total return swap contracts. UBS is economically neutral with respect to any movement in the notional price of GGP common stock. Court Approves Application GGP obtained Bankruptcy Court permission to employ UBS as its M&A Advisor during a March 3, 2010 hearing, Bloomberg News reports. The Court will convene another hearing scheduled for March 18, 2010, to consider UBS' requested fees, Bloomberg notes. A formal order is yet to be entered by the Court. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Wants to Enforce Stay on Young Lawsuit ------------------------------------------------------ General Growth Properties, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to enforce the automatic stay with respect to a derivative and putative class action lawsuit filed by James Young, a shareholder of the Debtors, in the Circuit Court of Cook County, Illinois, on February 19, 2010. Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that Mr. Young filed the Derivative Complaint against seven of GGP's directors, and against GGP, as a nominal defendant, after Simon Properties Group, Inc. announced that it had expressed interest in purchasing GGP. The crux of the lawsuit is the completely false allegation that the defendant board members breached their fiduciary duties when they "rejected" Simon's overture "out of hand," Mr. Strochak points out. By the Derivative Complaint, Mr. Young seeks a judicial order determining whether the Debtors' directors have acted consistent with their fiduciary duties to the corporation and to shareholders in deciding what transaction, if any, the company should pursue in exiting the Chapter 11 process, requiring the directors to enter into a sale transaction. As the Bankruptcy Court is aware, the Debtors have not rejected any transaction "out of hand" but rather are pursuing an extension of exclusivity to allow a plan investment process to take place, Mr. Strochak points out. On February 24, 2010, the Debtors announced a $2.625 billion proposed equity investment by Brookfield Asset Management, Inc. valuing GGP equity interests at a plan value of $15 per share. It is thus for the Bankruptcy Court, not the Circuit Court, to determine if the proposed transaction, once it is properly before the Bankruptcy Court, meets the requirements of the Bankruptcy Code and whether the Debtors have acted in good faith in proposing it, Mr. Strochak points out. Mr. Strochak contends that the filing of the Derivative Complaint is a knowing and willful violation of the automatic stay under Section 362(a)(3) of the Bankruptcy Code, which provides that the automatic stay bars any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate. The Derivative Complaint asks a state court judge to "direct" the defendants to "obtain a transaction," he emphasizes. Similarly, the Derivative Complaint is void ab initio because it was filed in violation of the automatic stay. The Debtors further ask the Bankruptcy Court to hold Mr. Young and his counsel in contempt of court for knowingly and willfully violating the automatic stay and require as a sanction that Mr. Young and his counsel reimburse the estate for all attorneys' fees and expenses the Debtors incur in responding to the Derivative Complaint and in bringing this Motion to Enforce. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Wants to Expand PwC Work ---------------------------------------- General Growth Properties Inc. and its units seek the Court's authority to expand PricewaterhouseCoopers LLP's employment as their tax service provider. General Growth Properties, Inc. Vice President and Deputy General Counsel Linda J. Wight relates that the Debtors and PwC entered into an engagement letter dated January 13, 2010. The services to be performed by PwC to the Debtors pursuant to the Engagement Letter are: (a) PwC will prepare and sign as preparer the information returns for the Debtors' real estate interests in Brazil and Turkey for the tax year ending December 31, 2009; (b) PwC will prepare and sign as preparer the U.S. Partnership Income Tax Return (Form 1065) for the tax year ending December 31, 2009, and the required state partnership income tax returns for that period; and (c) PwC, at the request of the Debtors, also may render additional related support deemed appropriate and necessary to the benefit of the Debtors' estate, including recurring tax consulting services and matters involving tax authorities. Ms. Wight explains that the Services are substantially identical to the services already being provided to the Debtors with respect to the prior year, just for the new tax calendar year. The Services and Incremental Services that PwC provides to the Debtors are necessary to enable the Debtors to satisfy their tax regulatory obligations. The Debtors seek that PwC's employment be made effective nunc pro tunc to February 1, 2010, to allow PwC to be paid for work performed on behalf of the Debtors on or after February 1, 2010, but prior to February 25, 2010. PwC intends to charge the Debtors for the Tax Return Services for Brazil and Turkey in these estimated fees: Services Provided Estimated Fees ----------------- -------------- Brazil Tax Services $79,000 Turkey Tax Services 17,000 -------------- Total International $96,000 Compliance Fees ============== PwC will charge the Debtors for preparation of U.S. Partnership Income Tax Returns in these estimated fees: Services Provided Estimated Fees ----------------- -------------- Price James Company $3,625 Provo Mall Development Company 8,150 Spokane Mall Development Company 8,150 Price Development Company & remaining entities 41,050 -------------- Total Partnership Return Fees $60,975 ============== In the event additional fees are required as a result of the Debtors' failure to meet any of the requests contained in the Engagement Letter, PwC will promptly inform the Debtors. For any Incremental Services as may be necessary and pursuant to the Engagement Letter, PwC will bill the Debtors based on its professional customary hourly rates: Professional Rate per Hour ------------ ------------- Partner $595 Director $375 Manager $280 Senior $195 Staff $140 The Debtors will reimburse PwC for expenses incurred. James Hickey, a partner at PwC, maintains that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Creditors Committee Members Down to 9 ----------------------------------------------------- Diana G. Adams, the United States Trustee for Region 2, under Sections 1102(a) and (b) of the Bankruptcy Code, appointed as of March 5, 2010, nine unsecured creditors who are willing to serve on the Official Committee of Unsecured Creditors of General Motors Corporation, and its debtor affiliates: (1) Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: James J. McGinley Telephone: (302) 636-6019 Fax: (302) 636-4140 (2) Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, NY 10017 Attention: Robert Bice, Senior Vice President Telephone: (646) 747-1254 Fax: (212) 750-1361 (3) The Industrial Division of Communications Workers of America, AFL-CIO 2701 Dayton Road Dayton, Ohio 45439 Attention: James Clark, President, IUE-CWA Telephone: (937) 298-9984 Fax: (937) 298-6338 (4) International Union UAW 8000 East Jefferson Avenue Detroit, Michigan 48214 Attention: Niraj R. Ganatra, Associate General Counsel Telephone: (313) 926-5216 Fax: (313) 926-6240 (5) United Steelworkers Five Gateway Center, Room 807 Pittsburgh, Pennsylvania 15222 Attention: David R. Jury, Associate General Counsel Telephone: (412) 562-2545 Fax: (412) 562-2429 (6) Inteva Products, LLC 1401 Crooks Road Troy, Michigan 48084 Attention: Lance Lis, General Counsel Telephone: (248) 655-8900 Fax: (866) 741-1744 (7) Serra Chevrolet of Birmingham, Inc. Post Office Box 59120 Birmingham, Alabama 35259 Attention: Quentin Brown, Vice President/General Counsel Telephone: (205) 706-5359 Fax: (205) 212-3901 (8) Genoveva Bermudez c/o Cohen & Associates 8710 E. Vista Bonita Drive Scottsdale, Arizona 85255 Attention: Larry E. Cohen, Esq. Telephone: (480) 515-4745 (9) Kevin Schoenl 99 Maretta Road Rochester, New York 14624 Telephone: (215) 751-2050 Dated: New York, New York The Debtors' Creditors' Committee originally consisted of 10 members. Mark Butitta is no longer part of the panel as of March 5, 2010. Mr. Butitta is a member of the three-member asbestos panel in the Debtors' case. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation 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). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. 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: Names S. Girsky as Vice Chair for Corp. Strategy ---------------------------------------------------------------- General Motors Company announced that Stephen J. Girsky has been appointed GM vice chairman, corporate strategy and business development. Mr. Girsky, 47, will continue to serve on the General Motors board of directors, a position he has held since July 10, 2009. "Steve brings a depth of experience to this position that will serve the company well as we continue with our restructuring efforts," said Ed Whitacre, GM chairman and CEO. "He is a trusted advisor who has made a major contribution through the company's transition. We look forward to benefiting from Steve's counsel and insights as we move the company forward." Mr. Girsky will have overall responsibility for corporate strategy, business alliances, new business development, and other related areas. The appointment is effective March 1, 2010. With more than 40 years of corporate service, John F. Smith, GM vice president of corporate planning and alliances, has announced his intention to retire. Mr. Smith, 59, will remain with GM through the end of the year and serve as a special advisor to Chris Liddell, GM vice chairman and CFO. "John has had a distinguished career," said Whitacre. "He has been instrumental in many of the company's milestones. We thank him for his dedicated service." About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation 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). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. 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: New GM to Invest $494MM for Ecotec Engines ---------------------------------------------------------- General Motors Company will invest more than $494 million and create nearly 550 jobs in three U.S. plants to produce the next generation fuel efficient Ecotec engine. The project consists of the following: * Tonawanda -- $425 million site investment will add capacity for the next generation Ecotec engine at 370,000 per year and bring about 470 jobs to that community * Defiance -- $59 million site investment will support precision sand cast block at a capacity of 188,000 annually and result in about 80 jobs to that community * Bay City -- $10.5 million site investment will bring new product to the plant (Ecotec connecting rod) and will create about 15 jobs for that plant. The investment includes facility renovation, new machinery, equipment and special tooling to support this engine program at the three plants. "GM is transforming its product portfolio to reduce fuel consumption and emissions, and the next generation Ecotec engine is an integral part of that transformation," said Denise Johnson, vice president for labor relations. "The investment in state-of- the-art four-cylinder engines is another example of GM's commitment to replace larger-displacement engines with more compact, advanced four-cylinder engines that optimize fuel savings and performance. We look forward to working with our union partners at these three plants to make this investment a success." The investment in Tonawanda, supported by the investments at Defiance and Bay City, will go toward producing two next- generation Ecotec engines. The new engines will have additional capabilities to improve fuel efficiency and improve performance through advanced design and by adding technology. The Ecotec engine family is known for its reliability, fuel efficiency and performance. GM Ecotec engines have been on the forefront of delivering leading edge technology including direct injection, variable valve timing and turbocharging. Direct fuel injection, a hallmark of many Ecotec engines since 2007, is just now becoming mainstream technology in the industry. The current Ecotec 2.4L with direct injection and variable valve timing in the Buick LaCrosse, Chevrolet Equinox and GMC Terrain was recently recognized as one of Ward's Auto World magazine's 2010 "Ten Best Engines" for North America based on several factors, including power, fuel efficiency and new technology. The Ecotec is currently available in 2.0L, 2.2L and 2.4L displacements. "This investment is important because it supports manufacturing in the United States," said Cal Rapson, vice president and director, UAW International Union. "All three plants have a strong reputation for building quality and focusing on the needs of our customers." For competitive reasons, specifics about the engine capabilities as well as product applications will be shared at a later date. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation 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). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. 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: Three-Member Asbestos Committee Formed ------------------------------------------------------ Diana G. Adams, the United States Trustee for Region 2, appointed on March 2, 2010, three unsecured creditors holding asbestos- related claims who are willing to serve on the Official Committee of Unsecured Creditors Holding Asbestos-Related Claims of Motors Liquidation Company and its debtor-affiliates: (1) Mark Butitta as Special Administrator of the Estate of Salvatore Butitta 2429 S. Alpine Road Rockford, Illinois 61108 Tel. No. (815) 509-1172 (2) Sally Maziarz as Special Administratrix of the Estate of Jerome Maziarz 520 Hayes Road Bowling Green, Kentucky 42103 Tel. No. (270) 781-7907 (3) Charles Cantrell 18405 Clarkdale Avenue Artesia, California 90701 Tel. No. (562) 405-2143 Ms. Adams appointed the Asbestos Committee on March 2, 2010, under Sections 1102(a) and (b) of the Bankruptcy Code. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation 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). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. 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: Trafelet Named Future Claimants Representative -------------------------------------------------------------- In connection with the formulation, negotiation, and confirmation of a Chapter 11 plan, the Debtors and the Official Committee of Unsecured Creditors believe that it is appropriate for holders of asbestos personal injury claims against the Debtors who have not yet manifested a disease to have their interests represented. Although the Debtors contemplate a Chapter 11 plan that will not provide for an injunction under Section 524(g) of the Bankruptcy Code, the plan will provide for a trust to be established for present and future asbestos-related personal injury claims. Specifically, the Trust will (i) receive its appropriate ratable share of the consideration to be distributed with respect to allowed prepetition unsecured claims, and (ii) have the sole responsibility to address and make distributions to the Future Claimants. In this regard, the Debtors ask Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York to appoint Dean M. Trafelet as the legal representative to represent the interests of Future Claimants in the administration of the Debtors' cases and the negotiation of a Chapter 11 plan. The Debtors and the Creditors' Committee anticipate that, similar to the Official Committee of Unsecured Creditors Holding Asbestos Related Claims, the Future Claimants' Representative will employ retained professionals with respect to the Chapter 11 plan and the amount of the consideration to be distributed to the Trust for the benefit of Future Claimants. Absent a consensual resolution of issues, the Future Claimants' Representative would represent the interests of Future Claimants in a contested hearing to confirm a Chapter 11 plan. Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York, contends that Mr. Trafelet is well-qualified to serve as the Future Claimants' Representative because of his 34-year experience with asbestos-related claims. Mr. Trafelet served as a trial judge in the Circuit Court of Cook County, Illinois, from 1984 to 1998, during which he (i) presided over all asbestos-related product liability and property damage cases, and (ii) personally disposed of more than 35,000 asbestos product liability cases by verdict or settlement. Pursuant to his appointment, Mr. Trafelet will have standing under section 1109(b) of the Bankruptcy Code to be heard as a party-in- interest in all matters relating to the Debtors' Chapter 11 cases, and with powers and duties of a committee as set forth in Section 1103 of the Bankruptcy Code. He may employ attorneys and other professionals, consistent with Sections 105, 327, and 1103 of the Bankruptcy Code, subject to prior approval of the Bankruptcy Court. The Debtors have agreed to pay Mr. Trafelet $785 per hour. Mr. Trafelet will not be liable for any damages, or have any obligations other than as prescribed by orders of the Court, Mr. Miller says. Mr. Trafelet, however, may be liable for damages caused by his willful misconduct or gross negligence. The Debtors have agreed to indemnify Mr. Trafelet from any claims arising out of, or relating to, the performance of his duties as Future Claimants' Representative. The Future Claimants' Representative and his counsel will be entitled to receive all notices that are served upon the Creditors' Committee. Mr. Trafelet assured the Court that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation 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). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. 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: Urges Govt. to Build More Ethanol Stations ---------------------------------------------------------- General Motors Co. is asking the federal government to build more ethanol stations across the country. This came as the company aims to produce 50% of its 2012 vehicles to run on E85, which is 15% gasoline and 85% ethanol, Energyboom.com reported. Presently, there are only 2,200 ethanol stations in the United States and GM wants this number augmented by the federal government so that the company can go ahead with its plan to increase production of flex-fuel vehicles. GM further said that the current supply of ethanol is not sufficient to sustain a serious roll-out of flex-fuel vehicles, Energyboom.com said. In response to stricter federal regulations on fuel economy, GM also plans to operate its Lordstown, Ohio plant on a 24 hour shift in order to produce GM's new compact Chevrolet Cruze, the Wall Street Journal said. The Cruze reflects GM's confidence that small cars will have its share in the U.S. market, the Journal related. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation 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). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. 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) GOLDBERG-BAYMEADOWS: Section 341(a) Meeting Scheduled for April 14 ------------------------------------------------------------------ The U.S. Trustee for Region 21 will convene a meeting of creditors in Goldberg-Baymeadows, LLC's Chapter 11 case on April 14, 2010, at 3:00 p.m. The meeting will be held at First Floor, 300 North Hogan St. Suite 1-200, Jacksonville, FL 32202. 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. Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D. Fla. Case No. 10-01637). Jason B. Burnett, Esq., at GrayRobinson, P.A., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. GRAHAM PACKAGING: Board Approves Severance & Incentive Plans ------------------------------------------------------------ The Board of Directors of Graham Packaging Company Inc. approved and adopted the company's (i) new Class A Executive Severance Plan, and (ii) Long Term Incentive Plan, each of which will be effective as of Feb. 10, 2010. In addition, on that date, the Board approved annual bonus amounts under the company's Corporate Incentive Plan and on a discretionary basis to several of the Company's named executive officers. Class A Executive Severance Plan The Class A Executive Severance Plan was established for the benefit of eligible executive employees of the Company who are selected for coverage by the Company's Chief Executive Officer. The CEO has selected the following executive officers for coverage under the Class A Executive Severance Plan: David Bullock, Mark Burgess, David Cargile, Michael Korniczky, Peter Lennox, Martin Sauer and Ashok Sudan. In the event that a Class A Covered Executive is terminated for Good Reason or Without Cause, the Class A Covered Executive will be entitled to the greater of the severance benefits provided under his or her employment agreement with the Company or the following benefits provided by the Class A Executive Severance Plan: * accelerated vesting of equity compensation awards; * an amount equal to one times the sum of the Covered Executive's base salary; * accrued but unpaid vacation; and * the continuation of non-taxable health and dental benefits for 12 months. In the event that a Class A Covered Executive is terminated due to a Change of Control, the Class A Covered Executive will be entitled to the greater of the severance benefits provided under his or her employment agreement with the Company or the following benefits provided by the Executive Severance Plan: * accelerated vesting of equity compensation awards; * a lump-sum amount equal to two times the sum of the Class A Covered Executive's base salary plus bonus; * a lump-sum amount equal to a prorata annual bonus plus accrued but unpaid vacation; and * the continuation of non-taxable health and dental benefits for 12 months. In consideration of receiving benefits under the Class A Executive Severance Plan, each Class A Covered Executive agrees to: a) certain limitations on disclosing Confidential Information; b) post-termination restrictions on non-solicitation and non- competition for a period of two years following the Class A Covered Executive's termination from the Company; and c) return of Company property upon termination of employment. In the event of a breach by the Class A Covered Executive, the Company is entitled to: a) cease making any payments or providing any benefit otherwise required under the Class A Executive Severance Plan, and b) an injunction preventing the Class A Covered Executive from any continued breach. Any Class A Covered Executive who receives benefits under the Class A Executive Severance Plan will not be entitled to receive benefits under any other Company severance plan or program. Long Term Incentive Plan The LTIP is designed to encourage results-oriented actions on the part of select vice-presidents, general managers, and directors of the Company that will drive the achievement of specific business objectives. Under the LTIP, the Company's Compensation Committee or its delegate will make a grant of performance share units to selected eligible employees. Each of those units represents one share of GPC's common stock. The number of units issued to a participant will be increased or decreased at the end of a two year performance period depending upon the Company's level of achievement over the performance period of the performance goals established by the Committee at the beginning of the performance period. At the end of the performance period, each LTIP unit will be satisfied in cash or stock at the discretion of the Committee. Upon a Change in Control, all LTIP awards will become fully vested and payable at the maximum amount. In consideration of receiving the LTIP award, each participant agrees to: a) certain limitations on disclosing confidential information; b) post-termination restrictions on non-solicitation and non- competition for a period of two years following the participant's termination from the Company; and c) return of Company property upon termination of employment. The Company will be entitled to repayment of the LTIP award from the participant upon any violation of the above referenced agreements made in consideration of the LTIP award, and the Company may also be entitled to repayment of the LTIP award from the participant if the participant is terminated for cause within 6 months of receiving the LTIP award. No LTIP awards have yet been made. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. Graham Packaging's consolidated balance sheets at September 30, 2009, showed $2.067 billion in total assets and $2.937 billion in total liabilities, resulting in a $869.6 million partners' deficit. GREAT ATLANTIC: Aletheia Research Holds 26.59% of Common Stock -------------------------------------------------------------- Aletheia Research & Management, Inc., disclosed that as of February 25, 2010, it may be deemed to hold 14,851,489 shares or roughly 26.59% of the common stock in the aggregate of The Great Atlantic & Pacific Tea Company, Inc. Roger Peikin is the Executive Vice President of Aletheia. The Great Atlantic & Pacific Tea Company, Inc., based in Montvale, New Jersey, operates conventional supermarkets, combination food and drug stores and discount food stores in 8 U.S. states and the District of Columbia. The Company's business consists strictly of retail operations, which totaled 433 stores as of December 5, 2009. During the 40 weeks ended December 5, 2009, the Company operated in four reportable segments: Fresh, Price Impact, Gourmet and Other. The Other segment includes Food Basics and Liquor businesses. As of December 5, 2009, the Company had $3,025,429,000 in total assets against $3,383,900,000 in total liabilities, resulting in stockholders' deficit of $402,186,000. * * * The Company's existing corporate rating with Moody's Investors Service is B3 with a negative outlook. The Company's senior unsecured debt is rated Caa1, its senior secured notes are rated B3 and its liquidity rating is SGL-3. The Company's corporate credit rating with Standard & Poor's Ratings Group is B- with a stable outlook. Its senior unsecured debt is rated CCC, and its recovery rating is 6, indicating that lenders can expect a negligible (0%-10%) recovery in the event of a payment default. Its senior secured notes are rated B-, with a recovery rating of 4, indicating that lenders can expect an average recovery (30%-50%) in the event of a payment default. Its preferred stock rating is CCC-. HC INNOVATIONS: Gets Preliminary Okay to Use Cash Collateral ------------------------------------------------------------ HC Innovations, Inc., et al., sought and obtained preliminary authorization from the Hon. Alan H. W. Shiff of the U.S. Bankruptcy Court for the District of Connecticut to use cash collateral. The Debtor requested authority to use cash collateral on a preliminary basis for the period from the Petition Date to March 19, 2010, as well as on a final basis for the period covering March 20, 2010 to May 31, 2010. Jon P. Newton, Esq., the attorney for the Debtors, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. In exchange for using the cash collateral, the Debtors will grant the prepetition lenders (i) valid and perfected, security interests in, and liens on all of the right, title and interest of the Debtors in, to and under all of the Debtors' property; and (ii) a claim against the Debtors that constitutes expenses of administration with priority in payment over any and all administrative expenses. The Debtor will also provide no later than Tuesday of every calendar week, commencing March 2, 2010, a rolling 15-week cash flow projection of HC and its subsidiaries. The Debtors or any other party of interest will be entitled to seek an emergency hearing to be held within a five business day period regarding, among other things, the continued use of cash collateral. Shelton, Connecticut-based HC Innovations, Inc., filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. Conn. Case No. 10-50355). The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. The Debtor's affiliates -- HM Strategies, Inc.; Enhanced Care Initiatives, Inc.; Enhanced Care Initiatives of Tennessee, Inc.; Enhanced Care Initiatives of Alabama, Inc.; Enhanced Care Initiatives of Massachusetts, Inc.; Enhanced Care Initiatives of New York, Inc.; and Texas Enhanced Care Initiatives, Inc. -- also filed separate Chapter 11 petitions. HEARTLAND PUBLICATIONS: Revises Approved Disclosure Statement ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Heartland Publications LLC was authorized by the bankruptcy judge to revise and send out the previously approved disclosure statement a few days late. The confirmation hearing for approval of the Chapter 11 plan remains scheduled for April 16. The revision tells creditors that three of the newspapers may be sold after emergence from reorganization. The prepackaged reorganization plan was negotiated before the Chapter 11 filing in December. As reported in the Troubled Company Reporter on Feb. 26, 2010, the Plan proposes to give new $70 million term loans and 90% of the new equity to holders of $113.7 million in prepetition first-lien debt. If the prepetition second lien lenders owed $44.9 million vote for the Plan, they will receive a class of equity interests representing 15% of equity value in excess of the difference between $20 million and payments under a management incentive plan. Unsecured creditors are to be paid in full if second-lien creditors vote for the Plan. If second lien claimants in Class 4 votes to reject the Plan and the Bankruptcy Court determines in response to an objection filed by the holder of a second lien claim, then holders of allowed general unsecured claims will receive no property or distribution under the Plan. A full-text copy of the Plan is available for free at http://bankrupt.com/misc/Heartland_AmendedPlan.pdf About Heartland Publications Headquartered in Clinton, Connecticut, Heartland Publications, LLC -- http://www.heartlandpublications.com/-- operates 50 paid- circulation newspapers and numerous free or controlled distribution products in Georgia, Kentucky, North and South Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia. The Company reaches more than 250,000 print subscribers each month and many others via interactive Web sites. The Company operates 50 paid-circulation newspapers and numerous free or controlled distribution products in nine states. Heartland Publications, LLC -- aka Macon County Times, et al. -- filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Del. Case No. 09-14459). Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, assist the Company in its restructuring effort. Duff & Phelps, Securities LLC is the Debtor's financial advisor. Epiq Bankruptcy Solutions is the Debtor's claims and notice agent. As of October 31, 2009, the Debtor has $134.3 million in assets and $166.2 million in liabilities. I & C PROPERTY: Files Schedules of Assets and Liabilities --------------------------------------------------------- I & C Property Management, Inc., filed with the U.S. Bankruptcy Court for the Southern its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,250,700 B. Personal Property $1,500 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,064,692 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $302,710 ----------- ----------- TOTAL $10,252,200 $10,367,402 Oakland Park, Florida-based I & C Property Management, Inc., filed for Chapter 11 bankruptcy protection on January 12, 2010 (Bankr. S.D. Fla. Case No. 10-10539). David Marshall Brown, Esq., who has an office in Fort Lauderdale, Florida, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $100,001 to $500,000 in liabilities. INFOGROUP INC: Fitch Reviews 'Ba3' Corporate Credit Rating ---------------------------------------------------------- Moody's Investors Service placed infoGROUP Inc.'s Ba3 corporate family rating, B1 probability-of-default rating, and the Ba2 rating on its senior secured credit facilities under review for possible downgrade. The ratings review was prompted by infoGROUP's recent announcement that it has entered into an agreement to be acquired by affiliates of CCMP Capital Advisors, LLC for $635 million (representing a 6.9 times multiple based on 2009 reported adjusted EBITDA). The transaction, which is expected to close early this summer, is likely to increase debt levels. These ratings were placed under review for possible downgrade: -- Corporate family rating at Ba3; -- Probability-of-default rating at B1; -- Senior secured revolving credit facility due 2011 at Ba2; -- Senior secured term loan due 2012 at Ba2. The review will focus on infoGROUP's proposed capital structure, pro forma credit metrics, and liquidity as well as an assessment of its business fundamentals. The last rating action was on September 17, 2008, when Moody's confirmed infoGROUP's Ba3 corporate family rating and the Ba2 rating on its senior secured credit facilities. Headquartered in Omaha, Nebraska, infoGROUP Inc. is a leading provider of business and consumer information, data processing and database marketing services. The company reported sales of approximately $500 million for the fiscal-year ended December 31, 2009. INTERNATIONAL ALUMINUM: Files Schedules of Assets and Liabilities ----------------------------------------------------------------- International Aluminum Corp. filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $92,436,119 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $118,800,039 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $52,363,112 ----------- ----------- TOTAL $92,436,119 $171,163,151 International Aluminum filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. D. Del. Case No. 10-10003). The Company's affiliates, including IAC Holding Co. and United States Aluminum Corporation, also filed Chapter 11 bankruptcy petitions. John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring efforts. Weil, Gotshal & Manges LLP is the Debtor's co-counsel. Moelis & Company is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. The Debtor listed $198 million in assets and $217 million in liabilities as of November 30, 2009. INTERNATIONAL COAL: S&P Raises Corporate Credit Rating to 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on International Coal Group LLC to 'B+' from 'B-'. "Despite lower sales volumes, ICG's operating performance improved significantly in 2009 due to more favorable realized coal prices, with EBITDA increasing to around $215 million from about $95 million in 2008," said Standard & Poor's credit analyst Sherwin Brandford. S&P assigned ratings to ICG's existing $125 million asset-based revolving credit facility due 2014 and International Coal Group Inc.'s proposed $200 million second-priority notes due 2018 and proposed $75 million convertible notes due 2017. Specifically, the assigned ratings are: * The $125 million asset-based revolving credit facility is rated 'BB' with a '1' recovery rating, indicating the expectation of very high (90% to 100%) recovery in the event of a payment default. * The $200 million senior secured notes are rated 'BB-' with a '2' recovery rating, indicating the expectation of substantial (70% to 90%) recovery in the event of a payment default. * The $75 million convertible notes are rated 'B-' with a '6' recovery rating, indicating the expectation of negligible (0% to 10%) recovery in the event of a payment default. In addition, S&P is removing the existing ratings from CreditWatch, where S&P placed them with positive implications on Feb. 24, 2010. ICG will use proceeds from the planned debt issuances in combination with the proceeds from the company's planned $100 million equity issuance to redeem the outstanding balances on its $140 million convertible notes and $175 million senior notes through a tender offering. S&P will withdraw its ratings on these two issues after redemption. The rating on ICG reflects the combination of the company's vulnerable business risk profile and significant financial risk profile, which stem from its exposure to cyclical end markets, modest size, high cost profile, meaningful exposure to the difficult operating environment of Central Appalachia, and thin funds from operations relative to expected capital expenditures. Pro forma for the transactions, ICG will have total adjusted debt of around $480 million, resulting in a pro forma leverage ratio of about 2.25x. JOSE YANES: Case Summary & 24 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Jose O. Yanes 345 Centre Street Jamaica Plain, MA 02130 Bankruptcy Case No.: 10-12441 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Herbert Weinberg, Esq. Rosenberg & Weinberg 805 Turnpike St., Suite. 201 North Andover, MA 01845 Tel: (978) 683-2479 Fax: (978) 682-3041 Email: hweinberg@jrhwlaw.com Patrick Martin, Esq. Rosenberg & Weinberg 805 Turnpike Street, Suite 201 North Andover, MA 01845 Tel: (978) 683-2479 Email: pmartin@jrhwlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $3,093,945, and total debts of $3,877,198. A full-text copy of Mr. Yanes' petition, including a list of his 24 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mab10-12441.pdf The petition was signed by Mr. Yanes. JOYCE LOUNG HO: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Joyce Loung Ho aka Joyce L Ho 12239 County Road 1 Fairhope, AL 36532 Bankruptcy Case No.: 10-01011 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Debtor's Counsel: Barry A. Friedman, Esq. Barry A. Friedman and Associates P.C. P.O. Box 2394 Mobile, AL 36652-2394 Tel: (251) 439-7400 Email: bky@bafmobile.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,009,901, and total debts of $1,344,954. A full-text copy of the Debtor's petition, including a list of its 18 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/alsb10-01011.pdf The petition was signed by Joyce Loung Ho. JSC ALLIANCE BANK: Wins U.S. Bankruptcy Protection -------------------------------------------------- Tiffany Kary at Bloomberg News reports that JSC Alliance Bank won bankruptcy court permission to protect itself from U.S. lawsuits and distribute around $500 million to creditors. The U.S. Court approved the Chapter 15 petition after no objections were filed, Bloomberg News reported. An order recognizing that JSC Alliance Bank's Kazakh Proceeding as the main proceeding pursuant to Sections 1515 and 1517 of the Bankruptcy Code was not yet available at the court's docket as of press time. On September 18, 2009, JSC obtained approval from the Financial Court in Kazakhstan of its application for restructuring under the Civil Procedural Code. The Kazakh Court ordered that the restructuring must be completed no later than March 15, 2010. On October 5, 2009, JSC and the steering committee of creditors signed a term sheet setting out key commercial terms of the restructuring. The restructuring has already been approved by creditors holding 94% in amount of the claims against the Bank that are being restructured. Depending on the nature of their claims, creditors may choose or be eligible for one of several options to participate in the Restructuring: Option 1 -- available to holders of unsubordinated claims, involves the payment of 22.5% the face amount of such claims (payable in the relevant currency). Option 2 -- involves the issuance by the Bank of seven-year notes with a principal amount equal to 50% of the amount of a creditor's unsubordinated claims, and "Recovery Notes" in a principal amount representing approximately the remaining 50% of such claims. Recovery notes will be paid from recoveries on assets in the Bank's corporate and SME (Small and Medium-Sized Enterprise) portfolios, litigation recoveries and certain tax assets. About JSC Alliance Bank JSC Alliance Bank is the sixth-largest bank in Kazakhstan by net loans. JSC Alliance is a bank with substantially all of its operations in the Republic of Kazakhstan. As of June 30, 2009, the Bank's net assets constituted 4.9% of the total assets of the banking system in Kazakhstan. It has 3,900 employees. The Bank's only assets in the U.S. are certain correspondent accounts with U.S. Banks. JSC Alliance Bank filed for Chapter 15 bankruptcy (Bankr. S.D.N.Y. Case No. 10-10761) to protect itself from U.S. lawsuits and creditor claims while it reorganizes in Kazakhstan. The Chapter 15 petition says that assets and debts are in excess of US$1 billion. Law firm White & Case LLP, based in New York, is representing JSC Alliance in the Chapter 15 case. KAINOS PARTNERS: Dunkin's Brands Bids to Acquire Assets ------------------------------------------------------- According to Blue MauMau, Dunkin' Brands made an offer to purchase a substantial portion of the assets and business operations of Kainos Partners Holding Company under an 11 U.S.C. Sec. 363 sale. Dunkin's Brands representative said Kainos has been unable to emerge from bankruptcy and sought an order authorizing bidding procedures. Greer, South Carolina-based Kainos Partners Holding Company, LLC - - http://www.kainospartners.com/-- operates the "donut-and- coffee" franchises. The Company and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. D. Del. Lead Case No. 09-12292). Two of its affiliates filed for separate Chapter 11 petitions on Sept. 15, 2009 (Bankr. D. Del. Case Nos. 09-13213 to 09-13214). An affiliate filed for separate Chapter 11 petition on Sept. 23, 2009 (Bankr. D. Del. Case No. 09-13285). Attorneys at the Law Offices of Joseph J. Bodnar represent the Debtors in their restructuring efforts. The Debtor did not file a list of 20 largest unsecured creditors. In its petition, the Debtors listed assets and debts both ranging from $10 million and $50 million. KENNEDY FUNDING: Fortis Files Suit to Collect $282-Mil. in Loans ---------------------------------------------------------------- The Wall Street Journal's Anton Troianovski reports that Fortis Bank SA/NV has filed a lawsuit naming Kennedy Funding Inc. and three related companies to collect on $282 million in loans. The Journal says Fortis alleges in a suit filed last month that increasing defaults by Kennedy's borrowers allowed it to force the defendants to pay back their debts immediately or to turn over the loans that serve as collateral for that debt. The Journal relates Kennedy set up companies called Brookline Financing, Brookline Origination and Brookline Servicing that make and service loans to developers using money borrowed from Fortis, according to the complaint. According to the Journal, about 42% of the loans representing Fortis's collateral were in default by June 2009, the bank said in its complaint. Fortis also alleged Brookline modified several loans -- generating fees of as high as $5 million-without getting Fortis's consent -- the Journal says. According to the Journal, a Kennedy spokesman said the suit was without merit and called it a "desperate legal maneuver." "We are clearly perplexed as to why, in this economy, Fortis would choose to attack a paying customer who has used these funds to provide hundreds of businessmen and -- women with the capital they need to complete job -- producing projects across the country," Kennedy said in a statement, according to the Journal. The Journal says an attorney for Fortis declined to comment. New Jersey-based lender Kennedy Funding Inc., lends to cash- strapped real-estate developers, and charges high rates and fees. The Wall Street Journal says Kennedy is one of the largest hard- money lenders in the United States. According to the Journal, Kenney says it loaned out more than $1 billion over the past five years. Kennedy is run by three brothers -- Jeffrey, Kevin and Gregg Wolfer. KEVEN MCKENNA: Bankruptcy Case of Law Firm Dismissed ---------------------------------------------------- Katie Mulvaney at The Providence Journal reports that a federal judge dismissed Keven A. McKenna's filing for bankruptcy protection for his law firm because Mr. McKenna failed to file necessary documents on time but his personal bankruptcy protection claim remains active as he continues to fight a Workers' Compensation Court order that he pay his former paralegal Summer D. Stone for injuries. Mr. McKenna vowed not pay Mr. Stone's claim of $24,000, including legal fees. Keven A. McKenna owns Keven A. McKenna Law Firm. Mr. McKenna listed $751,000 in assets and $45,700 in liabilities in his bankruptcy petition. His firm listed debts of between $100,000 and $500,000. KINSLEY FOREST: Section 341(a) Meeting Scheduled for April 1 ------------------------------------------------------------- The U.S. Trustee for Region 13 will convene a meeting of creditors in Kinsley Forest Estates, LLC's Chapter 11 case on April 1, 2010, at 2:30 p.m. The meeting will be held at the US Courthouse, Room 2110A, 400 E. 9th Street, Kansas City, MO. 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. Lenexa, Kansas City-based Kinsley Forest Estates, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. W.D. Mo. Case No. 10-40896). Nancy S. Jochens, Esq., at Jochens Law Office, Inc., assists the Company in its restructuring effort. According to the schedules, the Company has assets of $16,250,485, and total debts of $7,859,000. KINSLEY FOREST: Wants Jochens Law Office as Bankruptcy Counsel -------------------------------------------------------------- Kinsley Forest Estates, LLC, has asked for authorization from the U.S. Bankruptcy Court for the Western District of Missouri to employ Jochens Law Office as bankruptcy counsel. Jochens will represent the Debtor's interests in the bankruptcy court. Jochens will be paid based on the hourly rates of its personnel: Nancy Jochens $295 David Bruegging, Paralegal $65 Jochens had requested compensation based on a flat fee of $12,500 to represent the Debtor through-out these proceedings. Jochens received $2,961 prior to filing the Petition, and it is anticipated that the law firm will seek interim compensation during the case. Nancy Jochens assures the Court that Jochens is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Lenexa, Kansas City-based Kinsley Forest Estates, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. W.D. Mo. Case No. 10-40896). Nancy S. Jochens, Esq., at Jochens Law Office, Inc., assists the Company in its restructuring effort. According to the schedules, the Company has assets of $16,250,485, and total debts of $7,859,000. KL ENERGY: Posts $7.0 Million Net Loss in 2009 ---------------------------------------------- KL Energy Corporation filed its annual report on Form 10-K, showing a net loss of $7.0 million for 2009, compared with a net loss of $7.4 million for 2008. There was no revenue recorded for the year ended December 31, 2009, compared to $4.0 million of revenue from engineering and management contracts in the prior year. This decrease in revenue is attributable to the completion of all contracts in 2008 and the Company's focus on research and enhancement of its cellulose based ethanol technology. The Company's balance sheet as of Dec. 31, 2009, showed $3.9 million in assets and $7.1 million of debts, for a stockholders' deficit of $3.2 million. Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses and accumulated deficit of $9.3 million as of December 31, 2009. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?584a About the Company Based in Rapid City, South Dakota, KL Energy Corporation -- http://www.klenergycorp.com/-- formerly known as Revive-it Corp., has historically provided engineering, construction, operating and ethanol marketing services. The focus of the Company is now on owning and operating cellulose based ethanol ("CBE") facilities that utilize the Company's proprietary technology, and designing CBE facilities for, and licensing its proprietary CBE technology to, third-party participants in the CBE industry. LEAP WIRELESS: Board Approves 2009 Bonuses for Executives --------------------------------------------------------- Robert J. Irving, Jr., Leap Wireless International, Inc.'s Senior Vice President and General Counsel, reports that on March 4, 2010, the Compensation Committee of Leap's Board of Directors approved certain compensation matters for these executive officers: -- S. Douglas Hutcheson, President, Chief Executive Officer and Director; -- Walter Z. Berger, Executive Vice President, Chief Financial Officer; -- Albin F. Moschner, Chief Operating Officer; -- Glenn T. Umetsu, Executive Vice President and Chief Technical Officer; and -- William D. Ingram, Senior Vice President, Strategy. (A) 2009 Performance Bonuses The Compensation Committee approved individual performance bonus payments to the Company's named executive officers in these amounts: S. Douglas Hutcheson $355,000 Walter Z. Berger $220,000 Albin F. Moschner $220,000 Glenn T. Umetsu $600,000 William D. Ingram $105,000 The bonuses were paid based upon the Compensation Committee's evaluation of each individual officer's performance. No bonuses were paid to the Company's named executive officers under the Leap Wireless International, Inc. Executive Incentive Bonus Plan, which provides for bonuses based on the Company's performance against financial and operating metrics established by the Compensation Committee early each calendar year. (B) 2010 Long-Term Incentive Awards The Compensation Committee approved refresher grants of long-term incentive awards for the Company's named executive officers, consisting of grants of performance-vested restricted stock, time- vested restricted stock and retention cash awards. -- Restricted Stock Awards The awards to each of the named executive officers pursuant to the Company's 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan, as amended, were as: (a) S. Douglas Hutcheson, 100,000 performance-vested restricted shares and 40,000 time-vested restricted shares; (b) Walter Z. Berger,40,000 performance-vested restricted shares and 20,000 time-vested restricted shares; (c) Albin F. Moschner, 40,000 performance-vested restricted shares and 20,000 time-vested restricted shares; and (d) William D. Ingram, 20,000 performance-vested restricted shares and 10,000 time-vested restricted shares. The awards are scheduled to be granted to the named executive officers on March 15, 2010. -- Performance-Vesting Provisions The performance-vested restricted stock awards will vest as: (a) 20% of the shares will vest on each of the first, second and third anniversaries of the date of grant; and (b) 40% of the shares will vest on the fourth anniversary of the date of grant. However, at each of the vesting dates, the vesting shall be further conditioned on the average of the closing prices of the Company's common stock for the prior 30-calendar day period being greater than the Fair Market Value of the Company's common stock on the date that the award was originally granted. If the 30- calendar day average of the closing prices of the Company's common stock does not exceed the Grant Date Fair Market Value, the shares will remain unvested until the average of the closing prices of the Company's common stock for any subsequent 30-calendar day- period is greater than the Grant Date Fair Market Value. -- Time-Vesting Provisions The time-vested restricted stock awards will vest as: (a) 25% of the shares will vest on each of the second and third anniversaries of the date of grant; and (b) 50% of the shares will vest on the fourth anniversary of the date of grant. -- Change in Control Vesting Provisions Applicable to All Restricted Stock Awards If an executive's employment is terminated by the Company other than for cause or by the executive for good reason within 90 days prior to or 12 months following a change in control (as defined in the 2004 Plan), then the remaining unvested shares subject to each award will vest in full on the date of the executive's termination of employment. -- Retention Cash Awards The Compensation Committee also approved retention cash awards for these named executive officers: S. Douglas Hutcheson $1,125,000 Walter Z. Berger $750,000 Albin F. Moschner $750,000 William D. Ingram $450,000 If there is a change in control within the next two years and the Board approves the payment of the retention cash awards upon the completion of such change in control, then one-third of the retention cash award will be paid upon such change in control, and two-thirds of the retention cash award will be paid upon the six month anniversary of such change in control. To be eligible to receive a retention cash award, an executive must continue to be employed by the Company on the date of each such payment (subject to the accelerated payment provisions described below). If an executive's employment is terminated by the Company other than for cause or by the executive for good reason within 90 days prior to or six months following a change in control, then any unpaid portion of the retention cash award will be paid to the executive upon the executive's termination of employment. About Leap Wireless Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. Leap spun out from Qualcomm Inc. in 1998 and expanded primarily into rural markets. It has customers in 34 states and annual sales around $2.3 billion, making it the seventh-largest wireless carrier in the U.S., according to The Wall Street Journal. At December 31, 2009, the Company had total assets of $5,380,697,000 against total liabilities of total liabilities of $3,596,896,000 and redeemable noncontrolling interests of $71,632,000, resulting in stockholder's equity of $1,712,169,000. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the "B-" long-term corporate credit rating and "B+" secured bank loan rating on subsidiary Cricket Communications Inc. LEAP WIRELESS: EVP Glenn Umetsu to Retire Effective May 14 ---------------------------------------------------------- Robert J. Irving, Jr., Leap Wireless International, Inc.'s Senior Vice President and General Counsel, reports that on March 8, 2010, Glenn T. Umetsu, 60, notified the Company that he will retire as its Executive Vice President and Chief Technical Officer, effective May 14, 2010. Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. Leap spun out from Qualcomm Inc. in 1998 and expanded primarily into rural markets. It has customers in 34 states and annual sales around $2.3 billion, making it the seventh-largest wireless carrier in the U.S., according to The Wall Street Journal. At December 31, 2009, the Company had total assets of $5,380,697,000 against total liabilities of total liabilities of $3,596,896,000 and redeemable noncontrolling interests of $71,632,000, resulting in stockholder's equity of $1,712,169,000. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the "B-" long-term corporate credit rating and "B+" secured bank loan rating on subsidiary Cricket Communications Inc. LEAP WIRELESS: Shutters 27 Cricket Stores, Cuts 180 Jobs -------------------------------------------------------- According to an article at phonenews.com, Leap Wireless has recently confirmed that it has permanently closed 27 of its 269 Cricket Wireless corporate owned stores and laid off 180 people, cutting its total staff level down to 4,200 employees. Humberto Saabedra writes that Leap stated that the store closings and staff reduction are part of its standard retail operations. Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. Leap spun out from Qualcomm Inc. in 1998 and expanded primarily into rural markets. It has customers in 34 states and annual sales around $2.3 billion, making it the seventh-largest wireless carrier in the U.S., according to The Wall Street Journal. At December 31, 2009, the Company had total assets of $5,380,697,000 against total liabilities of total liabilities of $3,596,896,000 and redeemable noncontrolling interests of $71,632,000, resulting in stockholder's equity of $1,712,169,000. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the "B-" long-term corporate credit rating and "B+" secured bank loan rating on subsidiary Cricket Communications Inc. LEAP WIRELESS: MetroPCS Interested in Business Combination ---------------------------------------------------------- Roger Cheng at Dow Jones Newswires says Braxton Carter, MetroPCS Communications Inc.'s Chief Financial Officer, said during an investor conference on Wednesday a combination with Leap Wireless International Inc. is appealing, but declined to comment further on whether such a deal was on the table. "Obviously, we're very interested in the combination of our companies," Mr. Carter said, according to Dow Jones. Leap in late 2007 rejected an unsolicited all-stock offer from MetroPCS initially valued at $5.5 billion, about five times Leap's current market value. According to Dow Jones, Mr. Carter said a lot of the factors that made the deal attractive back then are irrelevant now, but indicated there remained a lot of positive reasons for a merger. Mr. Carter declined to provide further insight into whether the companies are in talks, Dow Jones says. The report notes both MetroPCS and Leap have hired bankers to advise them on their options. As reported by the Troubled Company Reporter on February 2, 2010, Leap Wireless has hired Goldman Sachs Group and formed a special board committee to look into selling the company or merging with rivals. The Wall Street Journal's Jeffrey McCracken and Niraj Sheth report, citing several people familiar with the matter, said Leap has hired Goldman Sachs Group to advise the company as it "reassesses its alternatives and checks its options out there right now." The Journal's sources also said Leap's board formed a three-person committee -- made up by newly appointed board members John H. Chapple, Ronald J. Kramer and William A. Roper -- to assess strategic options. The committee, the sources said, is being advised by Morgan Stanley. Mr. Chapple is a former CEO of Nextel Partners, which Sprint acquired in 2006. The Journal's sources said Leap's advisers have in recent weeks been feeling out larger wireless carriers such as AT&T Inc. and Verizon Wireless to see if they would be interested in acquiring the Company. The sources said some bankers consider Leap's rival MetroPCS Communications Inc. as the most likely partner for the Company. So far, those talks haven't lead to any deal, the sources said. The sources told the Journal the conversations indicate Leap is feeling squeezed as major carriers like AT&T, Verizon and Sprint Nextel Corp. encroach on its prepaid turf and slash their contract rates. About Leap Wireless Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. Leap spun out from Qualcomm Inc. in 1998 and expanded primarily into rural markets. It has customers in 34 states and annual sales around $2.3 billion, making it the seventh-largest wireless carrier in the U.S., according to The Wall Street Journal. At December 31, 2009, the Company had total assets of $5,380,697,000 against total liabilities of total liabilities of $3,596,896,000 and redeemable noncontrolling interests of $71,632,000, resulting in stockholder's equity of $1,712,169,000. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the "B-" long-term corporate credit rating and "B+" secured bank loan rating on subsidiary Cricket Communications Inc. LEHMAN BROTHERS: Coscan Wants Lift Stay to Pursue Claim ------------------------------------------------------- Coscan Construction LLC asks the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay so that it could prosecute a claim against Lehman Brothers Holdings Inc. in a state court action. The claim is on account of the services that Coscan provided in connection with the construction of a residential condominium in Florida. Coscan serves as the general contractor for the project, which was funded by Lehman Brothers Holdings Inc. through a loan it provided to a developer, Gables Marquis LLC. Gables Marquis was not able to finish the construction because of its failure to pay off the loan, prompting LBHI to direct Coscan to complete the construction which was assured of payment through a $1 million deposit that LBHI put in an escrow account. LBHI allegedly has not paid Coscan for its services and instead filed the state court action against Coscan and Gables Marquis to foreclose on its lien in the property and to "foreclose out the purported subordinated construction lien held by Coscan." The Court will hold a hearing on April 14, 2010, to consider approval of the request. Deadline for filing objections is April 7, 2010. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Court Approves LBI Stipulation With TPF -------------------------------------------------------- Lehman Brothers Inc. entered into an engagement letter with TPF II, L.P., and Tenaska Capital Management LLC. TPF and Tenaska desire to terminate LBI's interests in the Agreement. For his part, James Giddens, trustee for LBI, believes that it would be in the best interests of LBI and its estate that LBI terminate the Agreement subject to the payment to the Trustee of an amount in cash equal to $11,304,337, representing the agreed liquidated balance under the Agreement. The Court approved a stipulation entered into by the Trustee, LBI, TPF and Tenaska, whereby: (1) the Trustee will send the counsel to TPF a notice indicating the date upon which the order on this stipulation becomes final and non-appealable. TPF agrees to pay the Termination Fee to the Trustee immediately. (2) Upon receipt by the Trustee of the Termination Fee, the Agreement will be terminated without further action by any of the Parties, without further Bankruptcy Court approval and, without further obligation or liability and pursuant to that termination of the Agreement, will no longer be operative and will be deemed waived regardless of the Agreement. (3) Upon receipt by the Trustee of the Termination Fee, the parties agree to mutual releases with respect to claims that have been, could have been, may be, or could be alleged under the Agreement. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Ex-Director Sues Barclays for $19.6MM Severance ---------------------------------------------------------------- Maximilian Coreth seeks to recover from Barclays Capital Inc., $19,600,000 in severance payments, as set forth in Mr. Coreth's written agreement with Lehman Brothers, Inc., in effect before the closing of the sale of LBI's business to Barclays. Mr. Coreth also seeks to recover his attorneys' fees and costs and disbursements in this action. In April 2008, Mr. Coreth left his position as managing director of Morgan Stanley in order to become managing director of LBI. On April 17, 2008, LBI and Mr. Coreth entered into an employment agreement, which provided that in the event Mr. Coreth's employment was terminated without cause before February 2009, he would receive, by way of severance, payments in the total amount of $19,600,000. The severance obligation to Mr. Coreth was included in approximately $2,500,000,000 of severance exposure to LBI employees that Barclays expressly assumed in the sale of LBI's North American broker/dealer business to Barclays. However, Barclays has repudiated its obligation to pay Mr. Coreth, thereby contributing to a recently reported gain to Barclays of GBP2,260,000,000, or approximately US$3,400,000,000, from its purchase of LBI's business, according to Robert K. Gross, Esq., at Eaton & Van Winkle LLP, in New York. Mr. Coreth has a contingent claim against the LBI estate, which will be eliminated if Barclays meets its severance obligation to pay Mr. Coreth, Mr. Gross relates. Pursuant to the Court-approved Purchase Agreement, dated September 16, 2008, between LBI and Barclays, Mr. Coreth's employment was transferred from LBI to Barclays. Barclays then confirmed that it was offering Mr. Coreth employment pursuant to that Court-approved transaction, and Mr. Coreth accepted, Mr. Gross relates. However, on October 14, 2008, Barclays reversed its decision and terminated Mr. Coreth's employment without cause, Mr. Gross adds. Rather than pay Mr. Coreth severance of $19,600,000, Barclays offered him only approximately 10% of the amount, $1,960,000, demanding that, in order to receive that payment, Mr. Coreth would have to sign a waiver and general release relinquishing his clear right and entitlement to the remaining severance payments due to him from Barclays, Mr. Gross informs the Court. Mr. Gross relates that Mr. Coreth (i) refused Barclays' unwarranted demand, and (ii) has filed a contingent claim in LBI's Securities Investor Protection Act proceeding for $19,600,000, stating that the LBI estate is only liable to Mr. Coreth in respect of that claim if and to the extent that Barclays fails to meet its obligation to pay him the full $19,600,000 severance liability that Barclays assumed under the Purchase Agreement. Mr. Coreth now commences this proceeding against Barclays in accordance with the Purchase Agreement and applicable Court orders. Barclays' breaches of its contractual obligations to Mr. Coreth were "wanton and willful" as shown by the fact that Barclays demanded that, in order for Mr. Coreth to receive the lesser sum, he would have to sign a waiver and general release of his right and entitlement to any other monies from Barclays, Mr. Gross asserts. By reason of this unwarranted demand for that release, Barclays forced Mr. Coreth to bring this proceeding not only to obtain the monies owed to him by Barclays but to preserve his right to the monies. Mr. Gross tells the Court that by reason of Barclays' breaches of contract, Mr. Coreth has sustained actual damages of not less than $19,600,000, together with attorneys' fees, and the costs and disbursements in this action, all of which are recoverable either as actual damages or as punitive damages. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LCPI Sues iStar to Stop Bond Exchanges ------------------------------------------------------- Debtor Lehman Commercial Paper, Inc., filed an adversary complaint against iStar Financial, Inc., seeking declaratory that a proposed amendment of iStar's credit agreement and possible bond or note exchanges violate the automatic stay and result in an invalid postpetition transfer pursuant to Section 549 of the Bankruptcy Code. The pleading was filed under seal pursuant to an order of the Court dated February 26, 2009. According to papers filed with the Court, LCPI is one of the lenders to iStar Financial under two revolving credit agreements. The documents that were filed under seal consist of LCPI's application prohibiting iStar Financial from amending their unsecured credit agreements and a copy of the adversary complaint against iStar. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Millennium Sues to Recover Investment Equity ------------------------------------------------------------- Millennium International, Ltd. -- Fund -- filed a complaint against Lehman Brothers Finance, SA; KBC Investments Cayman Islands V Limited; KBC Investments Limited; KBC Financial Products USA, Inc.; KBC Financial Products UK Limited; and Somers Dublin Ltd. A/C KBC pledged to Lehman Brothers SA, seeking to recover investment equity belonging to it. In December 2007, Millennium entered into a financial arrangement with LBF designed to provide the equivalent of a three-times leveraged return on an investment of $37,500,000 of the Fund's money. LBF's role in the Investment was to provide the necessary leverage of $75,000,000 worth, in exchange for interest on the loan, James A. Wright III, Esq., Ropes & Gray LLP, in Boston, Massachusetts, relates. The Investment was effected through the use of a derivative contract structured as a "call option" under an ISDA Master Agreement and a subscription for shares in the Fund. In exchange for LBF's obligations under the ISDA Contract and the payment by LBF of $75,000,000 in cash, Millennium issued LBF $112,500,000 worth of shares in the Fund. Of the $112,500,000 total Investment, $75,000,000 was invested by LBF and $37,500,000 was invested by Millennium. Upon termination of the ISDA Contract, LBF became obligated to pay Millennium the current value of the $112,500,000 Investment in the Fund minus a "Strike Price," representing $75,000,000 of leverage contributed by LBF plus interest on the loan. This payment would result in Millennium's recovery of its $37,5000,000 equity contribution, plus any return or minus any loss on the Investment as a whole, according to Mr. Wright. On December 22, 2008, Millennium officially terminated the ISDA Contract, thereby obligating LBF, which filed for bankruptcy on October 3, 2008, to pay Millennium $31,489,394. As contemplated by the parties, when the Investment ended, Millennium would recover the amount owed to it under the ISDA Contract from the redemption proceeds of the Investment Shares issued to LBF. This amount due to Millennium -- its Equity -- would represent its $37,500,000 initial contribution, plus any return or minus any loss on the full Investment amount. For its part, the $75,000,000 LBF contributed as leverage, plus an interest payment, would be returned to it. In the spring of 2008, in an effort to raise financing, LBF entered into an arrangement with a third party, KBC, whereby it sought to transfer ownership of the Investment Shares to KBC, through its nominee, Somers. To effect that transfer, LBF was required to obtain Millennium's consent, which it could decline in its sole and absolute discretion. LBF attempted to secure Millennium's consent in May 2008, but was unsuccessful, and the Investment Shares were not transferred at this time. In September 2008, before the bankruptcy filing by LBF's parent, Lehman Brothers Holdings, Inc., Millennium attempted to unwind the Investment and secure the return of its Equity. At this time, LBF informed Millennium that, according to its books, the Investment Shares had already been transferred to KBC -- despite the fact that Millennium had never approved any such transfer -- and that KBC's cooperation would, therefore, be necessary to unwind the Investment, Mr. Wright relates. LBF also informed Millennium that KBC would only cooperate in unwinding the Investment if Millennium first assented to, and formally authorized, the title transfer of the Shares to KBC. LBF promised that if the Fund authorized the transfer, LBF and KBC would immediately unwind the Investment and return Millennium's Equity, Mr. Wright tells the Court. In reliance on these promises, Millennium approved the transfer of the Shares to KBC on September 11, 2008, and shortly thereafter circulated the necessary documents to unwind the Investment. On September 15, 2008, before the necessary documents had been signed, LBHI filed for bankruptcy protection, and both LBF and KBC refused to take any further steps to unwind the Investment and return Millennium's Equity, Mr. Wright says. KBC now seeks to redeem all of the Investment Shares, including the portion representing Millennium's Equity. KBC was never entitled to the full value of the Investment Shares, only the portion representing LBF's leverage contribution, Mr. Wright points out. He asserts that KBC's retention of the full Investment proceeds (i) was never contemplated by the parties, (ii) would leave Millennium with nothing to transfer, (iii) would deprive Millennium of its Equity in the Investment, and (iv) would result in the unjust enrichment of KBC at Millennium's expense. Millennium alleges these causes of action: (1) Breach of contract; (2) Failure of consideration; (3) Want of consideration; (4) Unjust enrichment; (5) Promissory estoppel; and (6) Declaratory judgment: Right of setoff against Debtor LBF. To summarize, Millennium asks the Court to enforce the understanding between the parties and prevent an unjust outcome by declaring that Millennium is entitled to recover its Equity from the proceeds of the redemption of Investment Shares. Specifically, Millennium asks the Court to enter judgment: (a) Finding that KBC has breached or intends to breach its agreement to unwind the Investment and return Millennium's Equity; (b) Ordering specific performance of KBC's obligations under the oral contract by permitting Millennium to recover its Equity from the proceeds of KBC's pending request for redemption of the Investment Shares; (c) Ordering that KBC be estopped from redeeming the portion of the Investment Shares representing Millennium's Equity and thereby unjustly enriching itself at Millennium's expense; (d) Ordering that KBC not be allowed to redeem the Investment Shares pending a determination by the Court of the nature and extent of LBF's continued ownership interest in the Shares; (e) Imposing a constructive trust against Somers with respect to the portion of the Investment Shares representing Millennium's Equity; (f) Ordering rescission of the Transfer; and (g) Awarding damages to Millennium in the amount of $31,489,394, plus interest, attorneys' fees and costs. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Royal Bank of Canada Wants to Set Off Claims ------------------------------------------------------------- Royal Bank of Canada asks the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay to effect setoff of debts between the bank and Lehman Brothers Holdings Inc. RBC wants to set off its claim in the sum of $116,376,702 against the $2,208,070 deposit in LBHI's account at the bank. The bank's claim against LBHI stemmed from the guarantees of derivatives it entered into with LBHI's affiliate, Lehman Brothers International Europe. The Court will hold a hearing on March 17, 2010, to consider approval of the request. Deadline for filing objections is March 15, 2010. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LENNY DYKSTRA: Wants Dismissal of Bankruptcy He Started ------------------------------------------------------- Lenny Dykstra is asking the Bankruptcy Court to dismiss his Chapter 7 case. Mr. Dykstra said that dismissal will allow him to realize the "full value" of his assets where the trustee is "only interested in dumping assets as quickly as possible." The dismissal motion is set for a hearing on April 6. Mr. Dykstra, who originally filed for reorganization under Chapter 11, is now representing himself, without a lawyer. A Chapter 11 trustee was appointed in September, and the case was converted to a liquidation in Chapter 7 in October. The Chapter 11 trustee was investigating the disposition of personal property both before and after the Chapter 11 filing. Lenny Dykstra is a former Major League Baseball all-star player. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No. 09-18409). M Jonathan Hayes, Esq., at the Law Office of M Jonathan Hayes, in Northridge, California, assisted the Debtor in his restructuring effort. The Debtor listed up to $50,000 in assets and $10,000,001 to $50,000,000 in debts. LIMITED BRANDS: Fitch Withdraws 'BB+' Rating on $750 Mil. Loan -------------------------------------------------------------- Fitch Ratings has withdrawn its 'BB+' rating on Limited Brands, Inc.'s $750 million secured term loan due 2012. All other ratings remain unchanged. This action follows Limited's announcement that it has repaid the remaining balance outstanding on its secured term loan of approximately $200 million. Limited also announced an amendment to its $1 billion secured revolving credit facility under which the aggregate amount of the commitment has been reduced to $926.7 million from $1 billion and the limitation on investments and restricted payments has been modified. Limited has not drawn on the revolver in the past two years, and given its solid cash flow generation, Fitch believes the reduced amount should provide adequate liquidity to the company. In addition, Fitch estimates Limited's debt to EBITDA ratio is 2.3 times at the end of fiscal 2009 ending Jan. 30, 2010, and expects the company will use excess cash flow toward share repurchases given that the limitation on restricted payments in the credit facility covenants has been lifted. Under the amendment, $126 million of the $926.7 million is scheduled to terminate on Aug. 3, 2012 and $800 million has been extended by two years to Aug. 1, 2014. The covenants limiting Investments and Restricted Payments have been modified to provide that Investments and Restricted Payments may be made, without limitation on the amount if i) at the time of and after giving effect to such Investment or Restricted Payment, the ratio of consolidated debt to consolidated EBITDA for the most recent four quarter period is less than 3.0x and ii) no default or event of default exists. Fitch currently rates Limited: -- Long-term Issuer Default Rating 'BB+'; -- Bank credit facility 'BB+'; -- Senior unsecured notes 'BB'; -- Short-term Issuer Default Rating 'B'; -- Commercial Paper 'B'. The Rating Outlook is Negative. The ratings reflect Limited's strong market positions in intimate apparel and personal care and beauty products, solid cash flow generation and strong liquidity. This is balanced by Limited's weak operating performance and credit metrics, increasingly competitive landscape and track record of shareholder-friendly activities. The Negative Rating Outlook reflects management's approach to share repurchases as well as the challenging operating environment. Limited is a leading intimate apparel as well as beauty and personal care retailer under the brands Victoria's Secret, Pink, La Senza, Bath & Body Works, C.O. Bigelow, White Barn Candle Co. and Henri Bendel with 2,971 specialty stores presently. The company's focus on better working capital management has helped generate positive free cash flow. Fitch estimates free cash flow of slightly less than $1 billion at the end of fiscal 2009 ending Jan. 30, 2010. In addition, the company's strong liquidity position is supported by approximately $1.8 billion of cash as of Jan. 30, 2010 and over $800 million of availability under its credit facility, which will provide financial flexibility to the company. Limited's credit metrics have improved in fiscal 2009 with leverage ratio (adjusted debt/EBITDAR) decreasing to 3.9x (pro forma for the $200 million debt repayment) from 4.6x in fiscal 2008 and EBITDAR coverage of interest and rent expense increasing to 2.6x from 2.3x over the same period. While Fitch recognizes credit metrics could strengthen on improving sales trends, Fitch would like to see clear evidence of sustained improvement. In addition, sizable share repurchase activity beyond the use of excess liquidity could hinder any improvement in credit metrics. Limited continues to face intense competition as the company competes with many different types of retailers, including individual and chain specialty stores, department stores, discount retailers as well as e-commerce and catalogue businesses. LIMITED BRANDS: Moody's Upgrades Senior Unsec. Rating to 'Ba1' -------------------------------------------------------------- Moody's Investors Service upgraded Limited Brands, Inc.'s senior unsecured guaranteed notes to Ba1 from Ba2 and changed the rating outlook to positive from stable. All other existing ratings are affirmed including the Corporate Family Rating at Ba2. "The change in outlook to positive reflects Limited Brands' improvement in credit metrics due to solid fourth quarter results and debt repayments," said Moody's Senior Analyst Maggie Taylor. She also added, "We believe this improvement in credit metrics is sustainable." In addition, the upgrade of the senior unsecured guaranteed notes reflects Limited Brands' repayment in full of its secured term loan, which reduced the amount of secured debt that is senior to the guaranteed notes in the capital structure. Limited Brands' Ba2 Corporate Family Rating reflects its good credit metrics, solid merchandising skills, and well recognized brand names. The rating also acknowledges Limited Brands' very good liquidity. The rating is constrained by Moody's concern that Limited Brands' two predominant brands may have reached maturity and that its earnings may be constrained by the larger multi- department Victoria Secret stores that were opened prior to the recession. Negative ratings consideration is also given to its historically shareholder friendly financial policy. Moody's notes that the recent amendment to Limited Brands' credit agreement provides it with additional flexibility with dividends and share repurchases. The positive outlook reflects the possibility that Limited Brands' ratings may be upgraded over the next 12-18 months given the improvement in credit metrics. This rating was upgraded: -- $500 million senior unsecured guaranteed notes to Ba1 (LGD 3, 32%) from Ba2 (LGD 3, 40%). These ratings were affirmed and LGD point estimates changed: -- Corporate family rating at Ba2; -- Probability of default rating at Ba2; -- Senior unsecured notes rating at Ba3 (LGD 5, 78% from 81%); -- Senior unsecured shelf rating at (P)Ba3; -- Senior subordinated shelf rating at (P)B1; -- Preferred stock shelf rating at (P)B2; -- Commercial paper rating at Not Prime. The last rating action on Limited Brands was on June 15, 2009, when its senior unsecured guaranteed notes were rated Ba2. Headquartered in Columbus, Ohio, Limited Brands, Inc., operates 2,970 specialty stores under the Victoria's Secret, Bath & Body Works, C.O. Bigelow, La Senza, White Barn Candle Co., and Henri Bendel name plates. The company's products are also available online. Revenues are about $8.6 billion. LOS ANGELES: Wants Bank of New York Mellon to Renegotiate Swap -------------------------------------------------------------- Dow Jones Newswires' Stan Rosenberg reports that the city of Los Angeles is demanding that Bank of New York Mellon renegotiate a swap deal or face exclusion from any future business with the city. Los Angeles sold $443 million of bonds in 2004. Dow Jones says as protection from fluctuating interest rates, Los Angeles entered a 20-year swap with Bank of New York Mellon, in which it stood to gain if rates rose and lose if they fell. According to Dow Jones, Los Angeles said it is on the hook for $19 million a year. Dow Jones relates City Council member Richard Alarcon said that he knows that "many other jurisdictions have been involved" in the "swap" deals and that he plans to introduce a resolution similar to Los Angeles's to other city leaders at next week's National League of Cities meeting in Washington, D.C. Mr. Alarcon, according to Dow Jones, said, "the bank is taking an unconscionable profit". Mr. Alarcon said, "We want to bring it down to a simple customer-to-vendor relationship. When a customer is not satisfied, they go to a different vendor." Dow Jones says Los Angeles' move could presage similar efforts by state and local governments around the country. Dow Jones notes Los Angeles has clout in that it has about $30 billion in investments, about $25 billion of which reside in its pension funds for public employees, the Los Angeles Department of Water & Power, police and firefighters. The balance is in the city's own portfolio. Dow Jones says Mr. Alarcon's plan in Los Angeles would create comprehensive reporting requirements for banks wanting to do business with the city, and the move has precedent. Bank of New York Mellon had no comment, Dow Jones says. The Wall Street Journal says Los Angeles is struggling to raise money and cut costs to fill a $200 million budget gap that could force thousands of layoffs and drive the city into bankruptcy. LYONDELL CHEMICAL: Equistar Settles Dow Chemical Claims ------------------------------------------------------- Lyondell Chemical Company, Equistar Chemicals, LP, Basell USA, Inc., Houston Refining LP, The Dow Chemical Company, and Union Carbide Corporation have entered into a stipulation allowing Dow Chemical's Section 503(b)(9) claims and modifying the stay to allow Dow Chemical and Union Carbide to set off certain prepetition obligations. In the 20 days before the Petition Date, Basell received goods in the ordinary course of business from Dow Chemical valued at $217,674. Dow Chemical has requested allowance of its claim for the Basell Goods pursuant to Section 503(b)(9) of the Bankruptcy Code. In the 20 days before the Petition Date, Houston received goods in the ordinary course of business from Dow Chemical valued at $261,338. Dow Chemical has request allowance pursuant to Section 503(b)(9) of its claim for the Houston Goods. Dow Chemical and Equistar are parties to certain contracts pursuant to which the companies purchase goods from each other. Pursuant to the Equistar Contracts, Dow Chemical was indebted to Equistar for $7,774,039 as of the Petition Date -- the Equistar Credit. As of September 22, 2009, Dow Chemical has paid $1,561,458 to Equistar, leaving a balance of $6,212,581 still due and owing from Dow Chemical to Equistar on the Equistar Credit. Pursuant to the Equistar Contracts, Equistar was indebted to Dow Chemical for $2,307,067 as of the Petition Date. Lyondell and Union Carbide are parties to certain contracts pursuant to which the companies purchase goods from each other. Pursuant to the Lyondell Contracts, Union Carbide was indebted to Lyondell for $2,098,071 as of the Petition Date -- the Lyondell Credit -- and Lyondell was indebted to Union Carbide for $802,815 as of the Petition Date -- the Lyondell Debt. Dow Chemical and Union Carbide filed Claim No. 4127 against Equistar and Claim No. 7189 against Lyondell. Dow Chemical is stayed from setting off the Equistar Debt against the Equistar Credit, and Union Carbide is stayed from setting off the Lyondell Debt against the Lyondell Credit. The parties desire to consensually resolve the issues. In a Court-approved Stipulation, the parties agreed, among other things, that: (a) The Basell Goods Claim is allowed as an administrative expense claim against Basell pursuant to Section 503(b)(9) for $217,674. (b) The Houston Goods Claim is allowed as an administrative expense claim against Houston pursuant to Section 503(b) (9) for $261,338. (c) Payment or other treatment of the Basell Goods Claim and the Houston Goods Claim will be addressed pursuant to a confirmed plan of reorganization in the Debtors' bankruptcy cases. (d) The stay is immediately modified solely to the extent necessary to allow Dow Chemical to set off the Equistar Debt against the Equistar Credit, and to allow Union Carbide to set off the Lyondell Debt against the Lyondell Credit. Upon the exercise of their set-off rights, Dow Chemical and Union Carbide will promptly withdraw Claim Nos. 4127 and 7189. (e) Dow Chemical will pay $3,905,513 to Equistar, which is the difference between the unpaid Equistar Credit balance of $6,212,581 on the one hand, and the Equistar Debt of $2,307,067 on the other hand. (f) Union Carbide will pay $1,295,256 to Lyondell, which is the difference between the Lyondell Credit of $2,098,071 on the one hand, and the Lyondell Debt of $802,815 on the other hand. Except as otherwise provided in the Stipulation, (i) all rights of Dow Chemical and Union Carbide to assert, file, or amend any claims they may have against Lyondell or Equistar are preserved, and (ii) all rights of the Debtors or their estates regarding any claims asserted, filed, or amended by Dow Chemical or Union Carbide are preserved. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: Proposes to Reject Commercial Investment Leases ------------------------------------------------------------------ Lyondell Chemical Co. and its units seek the Court's authority to reject 430 unexpired leases, effective as of March 31, 2010: * 351 lease agreements between Lyondell and Commercial Investment Trust; and * 79 lease agreements between Houston Refining and Commercial Investment Trust. Full-text copies of the Lyondell CIT Leases and Houston CIT Leases is available for free at: * http://bankrupt.com/misc/LyondellCITLeases * http://bankrupt.com/misc/Lyondell_HoustonCITLeases Peter M. Friedman, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, explains that Lyondell and Houston Refining filed their motions to reject separately, out of abundance of caution, and to comply with Rule 6006(e) of the Federal Rules of Bankruptcy Procedure. Essentially, Lyondell and Houston Refining are parties to Leases of copier equipment and their maintenance with CIT. As part of their broad-based evaluation of contracts during their Chapter 11 cases, the Debtors have found an alternative source for this equipment on more favorable terms, Mr. Friedman says. Accordingly, the Debtors need to reject the Leases to avoid the incurrence of additional administrative expense liability and to be relieved of a burdensome contract, he relates. Moreover, the Debtors believe that rejection of the Leases at this time will enhance their efforts to reorganize successfully by reducing their exposure to further administrative expenses on their estates. In addition, the Debtors believe that no third party would be interested in taking an assignment of any of the Leases, or that any other opportunity exists by which they could realize value for their estates from these Leases. Consistent with Section 362 of the Bankruptcy Code and any other applicable law, to the extent that any of the Debtors have deposited amounts with CIT as a security deposit, or if CIT owes any of the Debtors any amount pursuant to the Leases or other agreement between the same parties, the Debtors ask the Court to prohibit CIT from offsetting or using the amounts from the deposit, or other amount owed to the Debtors without further Court order. The Debtors further ask the Court to direct CIT to file a consolidated proof of claim arising from the rejection of the Leases on or before the first business day that is 30 days after the date of entry of an order rejecting the Leases. Without this request, the Debtors may need to seek estimation of the amount of CIT's rejection damages claims, Mr. Friedman points out. He adds that CIT will not be prejudiced by having to file a Rejection Claim prior to March 31, 2010, because it will have the right to amend its Rejection Claim for up to 30 days after the effective date of the rejection of the leases, which is the same amount of time provided under the Bar Date Order. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: Settles Clean Up Dispute With U.S. Government ---------------------------------------------------------------- Lyondell Chemical Company and the U.S. government reached an agreement in principle to settle the U.S. Govt.'s environmental claims against Lyondell without going before a federal district court, Bloomberg News reports, citing a person familiar with the negotiations. Bloomberg's source did not elaborate the details of the settlement, saying that its terms have not been written. The U.S. government has filed a civil lawsuit against Lyondell asserting about $5 billion in clean up costs at some contaminated sites at which it believes that Lyondell bears some responsibility, Bloomberg relates. The sites at issue are located in Texas, Pennsylvania, California, Iowa, Maryland, Michigan, New Jersey and Oklahoma, Bloomberg discloses. Counsel to the U.S. Environmental Protection Agency and California state agencies asked to have the dispute heard in the federal district court, saying that Lyondell was trying to use the bankruptcy court to get an order "discharging it from compliance with federal environmental law," Bloomberg notes. Lyondell and its creditors however disagreed, arguing that the U.S.'s claims for environmental costs are the same as other claims in a bankruptcy, and should be discharged. Lyondell also insisted that it is not the current owner of the polluted sites to which the EPA asserted a $5 billion claim for clean-up costs, Bloomberg adds. Lyondell's Second Amended Plan of Reorganization provides for $250 million to be put to a trust to cover for these clean-up costs at sites Lyondell says it does not own, Bloomberg states. David Harpole, Lyondell's spokesperson stated that the company continued to work toward a settlement with the EPA on the matter, which covers a variety of environmental issues for legacy properties, Bloomberg discloses. Mr. Harpole was quoted as saying that Lyondell is in discussions with the EPA over how much of the $250 million will be allocated to a trust for cleaning up some of the contaminated sites for which the EPA said Lyondell bears some responsibility. In light of the parties' out-of-court settlement, Judge Alvin Hellerstein of the U.S. District Court in Manhattan entered an order on March 1, 2010, directing the Clerk of the District Court to mark the civil action as closed and all pending motions denied as moot. However, Judge Hellerstein averred that if the settlement is not consummated on or before April 30, 2010, or within 60 days of the date of entry of the order, either party may apply by letter within the 60-day period for restoration of the civil action to the calendar of the District Court. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAJESTIC LLC: Files for Chapter 11 in San Francisco --------------------------------------------------- Majestic LLC filed a Chapter 11 petition March 9 in San Francisco, California (Bankr. N.D. Calif. Case No. 10-30787). Members of Majestic LLC said in a resolution recommending the Chapter 11 filing that the hotel is "in serious financial condition and is unable to continue without debt relief." Majestic LLC owns the Hotel Majestic at 1500 Sutter Street in San Francisco. Built in 1904, the building survived the earthquake and fire of 1906 and is the oldest continuously operating hotel in San Francisco, according to the Web site. The Chapter 11 petition says that assets are between $1 million and $10 million and debts are $10 million to $50 million. Paul E. Manasian, Esq., at Manasian & Rougeau, LLP, represents the Debtor. MAJESTIC LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Majestic, LLC dba Hotel Majestic 1500 Sutter Street San Francisco, CA 94109 Bankruptcy Case No.: 10-30787 Chapter 11 Petition Date: March 9, 2010 Type of Business: Majestic LLC owns the Hotel Majestic at 1500 Sutter Street in San Francisco. Built in 1904, the building survived the earthquake and fire of 1906 and is the oldest continuously operating hotel in San Francisco. Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: Paul E. Manasian, Esq. Law Offices of Manasian and Rougeau 400 Montgomery St. #1000 San Francisco, CA 94104 Tel: (415) 291-8425 Email: manasian@mrlawsf.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Joseph Pinsonneault, managing member of the Company. METALS USA: Files Shelf Prospectus to Issue Common Shares --------------------------------------------------------- Metals USA Holdings Corp. on Monday filed with the Securities and Exchange Commission documents in connection with its plan to hold an initial public offering of common stock, par value $0.01 per share. Metals USA has not indicated how many shares it would issue. Metals USA also said certain shareholders may sell Company shares they held. The shareholders are: Shares Held Equity Interest ----------- --------------- Apollo Management V, L.P. 13,612,900 92.8% C. Lourenco Goncalves 650,275 4.4% Robert C. McPherson, III 78,375 Less than 1% John A. Hageman 58,400 Less than 1% Roger Krohn 74,425 Less than 1% Keith A. Koci 20,240 Less than 1% David A. Martens 20,914 Less than 1% William A. Smith, II -- Less than 1% Eric L. Press 40,000 Less than 1% M. Ali Rashid 40,000 Less than 1% Matthew R. Michelini -- Less than 1% John T. Baldwin 32,000 Less than 1% All executive officers 1,067,229 7.2% and directors as a group (10 persons) Metals USA will not receive any proceeds from the sale of shares by the selling stockholders. No later than 60 days following the Company's receipt of the proceeds of the common stock offering, Metals USA will make an offer to all holders of its senior floating rate toggle notes due 2012, including its affiliates, to repurchase the maximum principal amount of the notes that may be purchased out of the net proceeds of the offering. Metals USA said if the net proceeds of common stock offering are greater than the purchase price of the notes tendered by holders, Metals USA will use the balance of the net proceeds, if any, for general corporate purposes. A full-text copy of AMENDMENT NO. 6 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 filed by Metals USA is available at no charge at http://ResearchArchives.com/t/s?581a About Metals USA Based in Houston, Texas, Metals USA Holdings Corp. -- http://www.metalsusa.com/-- provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals, and building products markets. Metals USA reported $627.8 million in total assets and $671.5 million in total liabilities, resulting to a stockholders' deficit of $43.7 million as of December 31, 2009. * * * As reported by the Troubled Company Reporter on April 15, 2009, Standard & Poor's Ratings Services lowered its corporate credit ratings on Houston-based Metals USA Holdings Corp. and on its wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'. At the same time, S&P lowered its rating on the senior secured notes and the senior unsecured pay-in-kind toggle notes to 'CCC-' from 'CCC'. The recovery rating remains at '6' on these issues, indicating negligible (0%-10%) recovery in the event of a payment default. The outlook is negative. All ratings are removed from CreditWatch, where they were placed with negative implications on March 18, 2009, due to the sharp deterioration in steel market conditions in North America over the past several months and S&P's expectation that operating conditions will remain challenging in the near-term. MGM MIRAGE: Moody's Lifts Probability of Default Rating to 'Caa2' ----------------------------------------------------------------- Moody's Investors Service upgraded MGM MIRAGE's Probability of Default Rating to Caa2 from Caa3, and Corporate Family Rating to Caa1 from Caa2. Moody's also raised MGM's senior unsecured ratings to Caa1 from Caa2, and senior subordinate ratings to Caa3 from Ca. A B1 was assigned to MGM's proposed $845 million senior secured notes due 2020. The rating outlook is stable. The upgrade reflects MGM's improved financial flexibility stemming from lender approval to extend about 78% of its $5.6 billion credit facility to February 2014 from October 2010. The upgrade also anticipates that the company will successfully complete its proposed $845 million senior secured note offering. The note proceeds will be used to repay a portion of the bank loans outstanding. The note will besecured by the MGM Grand Las Vegas and guaranteed by domestic subsidiaries. Once the new notes are issued, Moody's expects to raise MGM's Speculative Grade Liquidity Rating to SGL-3 from SGL-4 to reflect the company's improved liquidity profile. "As a result of these actions, MGM's probability of default has declined because the company is expected to have sufficient revolver capacity to meet its 2010 debt maturities and a portion of its 2011 funding needs," stated Peggy Holloway, Vice President and Senior Credit Officer. "Nevertheless, MGM's Caa2 Probability of Default Rating acknowledges the company's high leverage -- debt/EBITDA is over 10 times -- and significant near-term challenges," added Ms. Holloway. "These near-term challenges include a difficult operating environment in Las Vegas, a potentially large guaranty funding for CityCenter, the need to close CityCenter condominium sales to offset guaranty funding, and over $1 billion of scheduled debt maturities in 2011." The stable outlook anticipates that MGM will be able to address its funding needs for 2011 through additional capital market transactions, possible proceeds from the sale of its 50% interest in The Borgata, and/or a partial initial public offering of its Macau joint venture. Ratings upgraded: Mgm Mirage -- Corporate Family Rating to Caa1 from Caa2 -- Probability of Default Rating to Caa2 from Caa3 -- Senior unsecured notes to Caa1 (LGD 3, 42%) from Caa2 (LGD 3, 40%) -- Senior subordinated to Caa3 (LGD 5, 85%) from Ca (LGD 5, 85%) Mandalay Resort Group -- Senior unsecured notes to Caa1 (LGD 3, 42%) from Caa2 (LGD 3, 40%) -- Senior subordinated to Caa3 (LGD 5, 85%) from Ca (LGD 5, 85%) Ratings affirmed, assessments updated: Mgm Mirage -- Senior secured notes at B1 (LGD 1, 3%) from B1 (LGD 1, 2%) New rating assigned: Mgm Mirage -- $845 million senior secured notes due 2020 at B1 (LGD 1, 3%) The last rating action for MGM occurred on February 8, 2010 when Moody's placed the company's ratings on review for possible upgrade. MGM MIRAGE owns and operates casino and hotel properties throughout the US. The company also has a 50% interest in CityCenter Holdings, LLC, a mixed-use project on the Las Vegas Strip and a 50% interest in MGM Grand Paradise Macau, a hotel- casino resort in Macau S.A.R. MGM generates approximately $6.0 billion of net revenue annually. MGM MIRAGE: S&P Assigns 'B' Rating on $845 Mil. Senior Notes ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its issue-level and recovery ratings to Las Vegas-based MGM MIRAGE's proposed $845 million senior secured notes due 2020. The notes were rated 'B' (two notches higher than the 'CCC+' corporate credit rating on the company) with a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery for noteholders in the event of a payment default. The company plans to use proceeds from the proposed offering to repay a portion of its credit facilities in connection with the recently executed amendment. At the same time, S&P affirmed all of its existing ratings on MGM MIRAGE, including the 'CCC+' corporate credit rating. The rating outlook is developing. "The 'CCC+ corporate credit rating reflects MGM MIRAGE's significant debt burden, S&P's expectation for continued declines in cash flow generation in 2010, and the company's tight liquidity position," said Standard & Poor's credit analyst Ben Bubeck. While MGM MIRAGE maintains a leading presence on the Las Vegas Strip, S&P believes that 2010 will be another difficult year for the Strip. The company's ability to weather the current downturn and to continue to service its intermediate-term debt obligations relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation, which S&P believes is unlikely until at least 2011. "The proposed notes offering, in conjunction with the recently executed amendment to the company's credit facilities, improves MGM MIRAGE's ability to weather the current downturn by alleviating a substantial level of debt maturities that it faces over the next several quarters; however, credit measures remain at very weak levels," said Mr. Bubeck. The company also continues to face approximately $1.7 billion of debt maturities in 2011, including the non-extending bank debt, as well as two bonds due next year. Furthermore, the maturity of approximately $3.6 billion of loans and lending commitments will be extended to February 2014 only after the $1.2 billion owed to non-extending lenders has been repaid. MISSISSIPPI RIVER: Gets Interim Okay to Obtain DIP Financing ------------------------------------------------------------ Mississippi River Corporation sought and obtained interim authorization from the Hon. John E. Hoffman, Jr. of the U.S. Bankruptcy Court for the Southern District of Ohio to obtain postpetition secured financing from Supplier Finance Company and use cash collateral. The DIP lender has committed to provide up to $7.1 million principal amount, including an amortizing term loan of $3,100,000 and a revolving credit facility of $4,000,000. The Term Loan will be used exclusively to "roll-up" a portion of Debtor's existing pre-petition senior secured credit facility. Advances under the Term Loan and the Working Line are conditioned on certain conditions being satisfied. Richard K. Stovall, Esq., at Allen Kuehnle Stovall & Neuman LLP, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The DIP facility will mature 12 months from closing. The DIP facility will incur interest at 11% per annum, compounded monthly. In the event of default, at the option of Lender, interest will be 16% per annum, compounded monthly. All obligations of Debtor under the DIP Facility are secured by a first priority, perfected, priming lien on and security interest in, substantially all of the assets of Debtor. The DIP lien is subject to a carve-out, which includes (i) $100,000 for Debtor's counsel fees and expenses post-default, plus any pre-default fees and expenses incurred but unpaid, (ii) $25,000 for any Creditors' Committee counsel fees and expenses postdefault, plus any pre-default fees and expenses incurred but unpaid, (iii) $15,000 for Debtor's financial professionals' fees and expenses post-default, plus any pre- default fees and expenses incurred but unpaid, and (iv) fees of the U.S. Trustee and the Clerk of the Bankruptcy Court. The Debtor is required to pay a host of fees to the Lender, including an administrative fee of $1500 per month; field examination fee equal to all reasonable out of pocket fees, expenses and charges of third party appraisers and professionals employed by Lender to review, audit and appraise the collateral plus reimbursement to Lender of its attorneys fees and expenses. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/MISSISSIPPI_RIVER_dipfinancingpact.pdf Mr. Stovall said that the Debtors will also use the cash collateral to provide additional liquidity. The Court has set a final hearing for March 15, 2010, at 2:00 p.m., Eastern Time, on the Debtors' request to obtain DIP financing and use cash collateral. Columbus, Ohio-based Mississippi River Corporation -- dba MRC, NAPCO, and North American Paper Company -- filed for Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. S.D. Ohio Case No. 10-51480). Richard K. Stovall, Esq., who has an office in Columbus, Ohio, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. MOMENTIVE PERFORMANCE: Narrows Net Loss to $41.8-Mil. for 2009 -------------------------------------------------------------- Momentive Performance Materials Inc. has released its annual results, reporting a net loss of $41.8 million in the year ended Dec. 31, 2009, compared to net loss of $997.1 million in 2008. The Company reported net sales of $2.083 billion compared to $2.639 billion in the fiscal year ended December 31, 2008, a decrease of 21.1%. The Company Adjusted EBITDA of $283.9 million for 2009 compared to Adjusted EBITDA of $377.1 million in 2008, a decrease of 24.7%. The Company says operating income was $40.3 million versus an operating loss of $836.6 million in 2008. "Although the global recession significantly affected our full year 2009 results, we are pleased to report another quarter of modest sequential improvement with fourth quarter Sales and Adjusted EBITDA in line with our prior guidance," said Jonathan Rich, President and CEO. He added, "So far in the first quarter of 2010, we've continued to see modest improvement in average daily order rates. In 2010, we will continue to focus on growing our specialties silicones business, expanding in emerging markets and controlling costs." A full-text copy of the Company's statement on its 2009 results http://ResearchArchives.com/t/s?581d About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. As of June 28, 2009, Momentive had $3.41 billion in total assets on $3.96 billion in total liabilities, resulting in $551.8 billion in stockholders' deficit. The Troubled Company Reporter said September 28, 2009, that Standard & Poor's Ratings Services placed all its ratings on Momentive Performance Materials and its subsidiaries on CreditWatch with positive implications, including the 'CCC-' corporate credit rating on Momentive Performance Materials. S&P believes it is likely that the waiver, together with improving operating performance, significantly reduces the likelihood of a near-term covenant breach. Quarterly EBITDA has been climbing steadily since reaching a low of about $15 million (as calculated for bank covenant purposes) in the first quarter of 2009. It was $64 million in the second quarter, and management expects it to be between $84 million and $94 million in the third quarter. MONTGOMERY REALTY: Has Confirmation Trial Schedule -------------------------------------------------- The Hon. Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California approved certain procedures in relation to Montgomery Realty Group Inc.'s Plan confirmation hearing. Premised upon the consent of the Debtor and of Bank of America, N.A. as Trustee for the Registered Certificate Holders of GMAC Commercial Mortgage Securities, Inc. Mortgage Pass Through Certificate Series 1999-WF2, acting through Capmark Financial, Inc. and John Yee, the procedures include, among other things: 1. The Debtor will submit its expert witness reports to the objectors not later than March 17, 2010. To the extent not included in the expert witness reports, the balance of the documents and information; will be produced by the close of business on March 19, 2010. The Debtor will thereafter make its expert witnesses available to be deposed by the objectors in the week of March 22, 2010. 2. All discovery of every type whatsoever will be completed not later than March 26, 2010. The Confirmation Trial is set for April 12 and April 13, 2010, commencing at 9:30 a.m. on each date. The final hearing on John Yee's motion for relief from stay will coincide with the confirmation trial. No separate or additional pleadings need be filed in connection with the final hearing. 3. Not later than April 2, 2010, the Debtor and the objectors will file with the Court and serve upon each other trial briefs and witness lists. As reported in the Troubled Company Reporter on November 10, 2009, the Court preliminarily approved the disclosure statement with respect to Montgomery Realty Group Inc.'s amended Chapter 11 plan of reorganization dated October 19, 2009, subject to reconsideration at the confirmation hearing. Full-text copies of the Chapter 11 Plan and disclosure statement is available for free at: http://bankrupt.com/misc/montgomery.Chapter11plan.pdf http://bankrupt.com/misc/montgomery.DS.pdf About Montgomery Realty Based in San Francisco, Montgomery Realty Group, Inc. filed for Chapter 11 relief on July 6, 2009 (Bankr. C.D. Calif. Case No. 09-31879. Montgomery leases and operates improved properties. Michael St. James, Esq., at St. James Law, represents the Debtor as counsel. When the Debtor filed for protection from its creditors, it listed total assets of between $10 million and $50 million each in assets and debts. MOVIE GALLERY: To Close Three Store Locations in Tuscaloosa ----------------------------------------------------------- Patrick Rupinski at Tuscaloosa News says Movie Gallery said is planning to close three stores in Tuscaloosa as part of its bankruptcy reorganization. The stores that will close are 1430 10th Ave. in Tuscaloosa; 12 McFarland Blvd., next to the Winn- Dixie Supermarket; and 5550 McFarland Blvd., near the Walmart Supercenter. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MOVIE GALLERY: Creditors Committee Wants Hunton as Local Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in Movie Gallery Inc.'s cases seeks the Court's authority to retain Hunton & Williams LLP, in Richmond, Virginia, as its local counsel effective as of February 11, 2010. John Roussey, co-chair of the Creditors Committee and a representative of Universal Studios Home Entertainment, tells the Court that the Creditors Committee seeks to retain Hunton based on the Firm's extensive experience and recognized expertise in the representation of creditors committees. The Firm is also well versed in the local rules and local practice expectations and it has the requisite abilities to represent the Committee properly in the Debtors' Chapter 11 cases, he adds. As its local counsel, the Creditors Committee anticipates Hunton to assist, advise and represent the Creditors Committee in: (a) it's consultations with the Debtors regarding the administration of the Chapter 11 cases; (b) it's analysis of the Debtors' assets and liabilities, the investigation of the extent and validity of liens and participate in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations in connection with the proceedings; (c) any manner relevant to the review and determination of the Debtors' rights and obligations under the leases and other executory contracts; (d) the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to these cases or to the formation of a plan; (e) it's participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (f) issues concerning the appointment of a trustee or examiner under Section 1104; (g) understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; and (h) the evaluation of claims and on any litigation matters, including avoidance actions. Mr. Roussey asks the Court that for its services, Hunton be paid based on its hourly rates plus reimbursement of all actual out- of-pocket expenses incurred by Hunton on behalf of the Creditors Committee. Hunton's hourly rates are: Professional Hourly Rate ------------ ----------- Partners $475 to 735 Counsel $260 to 575 Paralegal $135 to 250 Tyler P. Brown, Esq., a partner at Hunton, assures the Court that his firm has no connection with the Creditors Committee, the Debtors, their creditors, the U.S. Trustee or any other entity having actual or potential interest the Debtors' Chapter 11 cases. Furthermore, Hunton does not represent and will not represent, during the pendency of its representation of the Creditors' Committee, any other entity having an adverse interest in connection of the Chapter 11 cases, he states. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Movie Gallery Inc. and affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) NATURAL PRODUCTS: U.S. Trustee Wants Blackstone Disclosure ---------------------------------------------------------- Law360 reports that Blackstone Advisory Partners, proposed financial adviser of Natural Products Group LLC, is facing resistance from the U.S. trustee overseeing the case in light of its refusal to release the names of certain investors who may pose conflicts of interest. Wilmington, Delaware-based Natural Products Group, LLC, filed for Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D. Delaware Case No. 10-10239). Eric Michael Sutty, Esq.; Jeffrey M. Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild LLP, assist the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.; Levlad Intermediate Holdco, Inc.; Arbonne International, LLC; Levlad, LLC; Arbonne Institute of Research and Development, LLC; Arbonne International Holdings, Inc.; and Arbonne International Distribution, Inc. -- filed separate Chapter 11 bankruptcy petitions. NAVISTAR INTERNATIONAL: Moody's Maintains 'B1' Long-Term Rating --------------------------------------------------------------- Moody's Investors Service is maintaining its B1 long-term rating, SGL-2 Speculative Grade Liquidity rating and stable outlook for Navistar International Corporation following the announcement that GE Capital will become the preferred provider of retail financing in support of Navistar's truck and bus sales in the US. This agreement, which takes effect immediately, has potentially beneficial elements for Navistar. The chief benefit is that Navistar's captive finance operation, Navistar Financial Corporation, should be relieved of the capital and liquidity burden necessary to support new retail and lease originations. In addition, GE Capital's stronger balance sheet and superior capital market access relative to that of NFC, should improve the availability of the financing that can be offered to retail purchasers of Navistar equipment. Although this agreement signals NFC's retreat from providing retail and lease financing in the future, the company will continue to provide wholesale financing to its dealer network. The last rating action on Navistar was an assignment of a B1 Corporate Family Rating on October 21, 2009. Navistar, based in Warrenville, IL, manufactures commercial trucks, buses, military vehicles, chassis for motor homes and step vans, and diesel engines. It is the leading manufacturer of medium- and heavy-duty trucks and school buses in North America. NETBANK INC: $2.9 Mil. Payment to Ex-CEO Wasn't a Preference ------------------------------------------------------------ WestLaw reports that a bankruptcy judge in Florida held that, in order for the trustee to take advantage of the longer, one-year "lookback" period for avoidance of transfers that prefer insiders of the debtor, it is not enough that the transferee was an insider at the time he arranged for the transfer to be made. Rather, the transferee must be an "insider" on the exact date of the transfer, as dictated by the plain language of the preference provision. Thus, allegations in an estate representative's complaint, that "on or about" the time of the transferee's resignation as chief executive officer, chairman of the board, and director of the debtor-corporation, more than 90 days but less than one year prior to commencement of the debtor's Chapter 11 case, the transferee had received a $2.9 million payment from the debtor, were insufficient to state a claim for avoidance of the payment as an insider preference. In re NetBank, Inc., --- B.R. ----, 2010 WL 710677 (Bankr. M.D. F! la.). Clifford Zucker, in his capacity as the Liquidating Supervisor for NetBank, Inc., sued (Bankr. M.D. Fla. Adv. Pro. No. 09-00452) NetBank's ex-CEO Douglas K. Freeman to avoid and recover payments made under a separation agreement that terminated Mr. Freeman's employment agreement. Because the payment was made more than 90 days prior to NetBank's bankruptcy filing, the Honorable Jerry A. Funk dismissed Mr. Zucker's complaint. Judge Funk says that dismissal, however, is without prejudice to Mr. Zucker filing an amended complaint that alleges facts, which, if proven, would establish that at the time of the payment Mr. Freeman wielded sufficient control over NetBank such that he was an insider. Raye Curry Elliott, Esq., at Akerman Senterfitt in Jacksonville, Fla., represents Mr. Freeman. About NetBank Inc. Headquartered in Jacksonville, Florida, NetBank Inc. -- http://www.netbank.com/-- is a financial holding company of Netbank, the United States' oldest Internet bank serving retail and business customers in all 50 states. NetBank Inc. did retail banking, mortgage banking, business finance, and provided ATM and merchant processing services. The Company filed for chapter 11 protection on Sept. 28, 2007 (Bankr. M.D. Fla. Case No. 07-04295). Alan M. Weiss, Esq., at Holland & Knight LLP, represents the Debtor. The U.S. Trustee for Region 21 appointed six creditors to serve on an Official Committee of Unsecured Creditors of the Debtor's case. Rogers Towers, Esq. at Kilpatrick Stockton LLP, represented the Committee in this case. Clifford Zucker serves as the Liquidating Supervisor for NetBank under the terms of a Second Amended Liquidating Plan confirmed in Sept. 2008, and is represented by Michael D. Langford, Esq., and Shane G. Ramsey, Esq., at Kilpatrick Stockton LLP in Atlanta, Ga. As of Sept. 25, 2007, the Debtor reported total assets of $87,213,942 and total debts of $42,245,857. As of August 31, 2008, NetBank, Inc., had total assets of $13,807,207 and total liabilities of $34,607,868. NEW HAMPSTEAD DEVELOPER: Case Summary & 4 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: New Hampstead Developer, LLC 2702 Whatley Avenue, Suite A-1 Savannah, GA 31404 Bankruptcy Case No.: 10-40534 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: James L. Drake, Jr., Esq. P.O. Box 9945 Savannah, GA 31412 Tel: (912) 790-1533 Email: jdrake7@bellsouth.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 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/gasb10-40534.pdf The petition was signed by Steve Hall, manager of the Company. NORTH LOUISIANA: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: North Louisiana Motor Speedway, LLC 1850 Frontage Road Monroe, LA 71201 Bankruptcy Case No.: 10-30427 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Western District of Louisiana (Monroe) Debtor's Counsel: Bradley L. Drell, Esq. POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Email: bdrell@goldweems.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Gus Campbell. NUTRACEA: Wants to Have Until June 8 to Propose a Chapter 11 Plan ----------------------------------------------------------------- NutraCea, a California corporation, asks the U.S. Bankruptcy Court for the District of Arizona to extend its exclusive periods to propose and solicit acceptances of a proposed Chapter 11 plan until June 8, 2010, and August 9, 2010, respectively. The Debtor relates it needs additional time to develop and implement a viable exit strategy, and to draft a plan of reorganization. NutraCea is a world leader in production and utilization of stabilized rice bran. NutraCea holds many patents for stabilized rice bran (SRB) production technology and proprietary products derived from SRB. NutraCea's proprietary technology enables the creation of food and nutrition products to be unlocked from rice bran, normally a waste by-product of standard rice processing. Phoenix, Arizona-based Nutracea, a California corporation, filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D. Ariz. Case No. 09-28817). S. Cary Forrester, Esq., at Forrester & Worth, PLLC, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PAETEC HOLDING: Acquires US Energy, Names Butler as Pres. & CEO --------------------------------------------------------------- PAETEC Holding Corp. has acquired U.S. Energy Partners LLC. In connection with this acquisition, and effective as of March 2, 2010, Edward J. Butler, Jr., who has served as the Company's Executive Vice President and Chief Operating Officer, has been appointed to act as president and chief executive officer of the Company's energy-related business. Also effective as of March 2, 2010, Mr. Butler has ceased to act as the Company's principal operating officer. Mr. Butler's primary responsibilities in his former role will be reassigned to various senior officers of the Company. The Company does not currently intend to appoint a new principal operating officer. About PAETEC Holding PAETEC Holding Corp., through its subsidiaries, provides integrated communications services, including local and long distance voice, data, and broadband Internet access services, primarily to business and institutional customers. On February 8, 2008, PAETEC Holding completed its combination by merger with McLeodUSA Incorporated, which became a wholly owned subsidiary of PAETEC Holding upon completion of the merger. As of June 30, 2009, PAETEC had in service 223,311 digital T1 transmission lines, which represented the equivalent of 5,359,464 access lines, for over 47,000 business customers in a service area encompassing 82 of the country's top 100 metropolitan statistical areas. At September 30, 2009, the Company had $1.44 billion in total assets against $1.25 billion in total liabilities. Effective on June 1, 2009, the Company entered into a Second Amendment and Waiver to its Credit Agreement with its lenders which amends the Credit Agreement, dated as of February 28, 2007, and amended as of June 27, 2007. The Amendment grants the Company the right, at its option and subject to specified conditions, voluntarily to prepay term loans outstanding under its term loan facilities at any time and from time to time during a period beginning on the effective date of the Amendment and ending 18 months after such effective date. The total cash payments to be made by the Company in connection with such voluntary prepayments may not exceed $100,000,000, excluding amounts applied to the payment of accrued and unpaid interest and fees. The Amendment also modifies some of the restrictive covenants in the Credit Agreement primarily to permit the Company to issue senior secured notes and to allow the Company and its subsidiaries to incur indebtedness and related obligations under such notes if specified conditions are satisfied. * * * As reported by the Troubled Company Reporter on June 18, 2009, Standard & Poor's Ratings Services assigned PAETEC Holding's proposed senior secured notes due 2017 an issue-level rating of 'B' (the same as the corporate credit rating) with a recovery rating of '3', indicating expectations for meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P affirmed all other ratings on PAETEC, including the 'B' corporate credit rating. The outlook is stable. Moody's Investors Service assigned a B1 rating to the senior secured note issuance. Moody's affirmed all other ratings, including the SGL-1 liquidity rating. The rating outlook remains stable. PARKER DRILLING: Moody's Affirms 'B1' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed Parker Drilling Company's B1 Corporate Family Rating and Probability of Default Rating and at the same time assigned a B1 (LGD 4, 51%) rating to Parker's proposed $300 million senior unsecured notes offering. The rating outlook is stable. Proceeds from the new notes offering will be used to fund a tender offer for its $225 million senior notes due 2013, reduce revolver drawings and for general corporate purposes. In accordance with Moody's Loss Given Default Methodology, Parker's proposed senior unsecured notes are rated B1 with a LGD assessment of LGD 4. The notes are rated at the same level as the B1 Corporate Family Rating, based on the expectation that Parker's convertible notes due 2012 (not rated) will be stripped of all subsidiary guarantees. While the notes are contractually subordinated to the company's secured bank credit facility, they will benefit from guarantees from all of Parker's domestic operating subsidiaries, including its Alaska rigs. However, Moody's note that the notes are not guaranteed by Parker's subsidiaries generating revenue primarily outside of the U.S., and as such, the notes will be effectively subordinated to the liabilities of these subsidiaries. The non-guarantor subsidiaries house Parker's international rigs. While the non-guarantor subsidiaries accounted for over half of Parker's total assets at December 31, 2009, and its EBITDA in 2009, there is currently no debt at these entities and none expected over the near to medium term. The affirmation of the B1 Corporate Family Rating reflects Parker's enhanced liquidity profile during a period of cyclical weakness and high capital spending. The proposed notes will improve the company's debt maturity profile, increase revolver capacity and result in pro forma cash balances of approximately $126 million, as of December 31, 2009. The ratings are further supported by the company's long operating history and strong niche market position in drilling in deep and difficult formations, its geographic diversification, and the modest cash flow diversification provided from its rental tools and project management businesses. The oilfield services and drilling sector is currently in the midst of a cyclical downturn, which Moody's believes could last throughout 2010. Parker's U.S. barge business, in particular, continues to face a secular decline in drilling activity in the shallow water U.S. Gulf of Mexico and very weak earnings. Moody's notes that with over half of Parker's EBITDA derived from international markets, the company's geographic diversification helps to modestly alleviate inherent sector cyclicality. Nevertheless, Parker faces substantial contract renewal risk during 2010, with a number of its international rigs facing contract expirations during the year, which could pressure utilization levels and dayrates. Parker has an aggressive capital spending program, which has outstripped operating cash flow and is expected to continue to be a significant use of cash flow in 2010. Capital spending in 2010 is expected to be between $150 to $175 million, as the company completes its two Alaskan newbuilds. The company's capital spending program, along with cyclically weak earnings, has pressured its financial leverage levels. Parker's pro forma run rate debt/EBITDA (as adjusted) was approximately 3.8x, based on annualized fourth quarter 2009 EBITDA, as compared to 1.8x in 2008. While Moody's believe the company's leverage profile could remain in this range over the near-term as a result of expected continued sector softness and contract rollover, Moody's do not expect it will increase to a level to pressure the ratings. The current ratings have minimal flexibility for materially increased leverage given the inherent cyclicality of the contract drilling industry and the substantial risk associated with the concentration of Parker's operations in challenging political and fiscal environments. Sustained higher financial leverage (greater than 4.0x debt/EBITDA), poor liquidity, inability for its international earnings to sufficiently offset weakness in its U.S. barge business or significant delays or costs overruns in the company's newbuild program could negatively pressure the ratings. The last rating action on Parker was on May 22, 2008, when Moody's upgraded Parker's Corporate Family and Probability of Default Ratings from B2 to B1. Parker Drilling Company is headquartered in Houston, Texas. PATRICK GUIRY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Patrick R. Guiry 7276 W Walker Dr Littleton, CO 80123-3021 Bankruptcy Case No.: 10-14829 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Debtor's Counsel: Kenneth J. Buechler, Esq. 1828 Clarkson St., Ste. 200 Denver, CO 80218 Tel: (720) 381-0045 Fax: (720) 381-0392 Email: ken@kjblawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,405,750, and total debts of $5,971,219. A full-text copy of Mr. Guiry's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cob10-14829.pdf The petition was signed by Mr. Guiry. PENTON MEDIA: Emerges From Chapter 11 Reorganization ---------------------------------------------------- Penton Media's "pre-packaged" plan of reorganization, which was confirmed by the U.S. Bankruptcy Court for the Southern District of New York on Friday, March 8, has become effective, and the Company has officially emerged from Chapter 11. Penton completed this capital restructuring in less than thirty days. The capital restructuring resulted in the elimination of more than $270 million of long-term debt and an extension of the maturity on the Company's senior secured credit facility through 2014. In addition, certain of Penton's existing shareholders made a significant new investment in the Company, which will provide additional working capital to fund operations and improve Penton's overall liquidity. About Penton Media As a leading, independent, business-to-business media company, Penton -- http://www.penton.com/-- knows business and how to create and disseminate the vital content that moves markets. Penton serves the information needs of more than six million business professionals every month in industries ranging from Agriculture and Aviation to Electronics, Natural Products, and Information Technology. Headquartered in New York City, the privately held company is owned by MidOcean Partners and U.S. Equity Partners II, an investment fund sponsored by Wasserstein & Co., LP, and its co-investors. Penton Media and its operating subsidiaries filed voluntary petitions to restructure under Chapter 11 of the U.S. Bankruptcy Code on Feb. 10, 2010 (Bankr. S.D.N.Y. Case No. 10-10689). Attorneys at Jones Day serve as bankruptcy counsel. Kurtzman Carson Consultants LLC serves as claims and notice agent. The petition says that assets are $500 million to $1 billion while debts exceed $1 billion. PLAINS EXPLORATION: S&P Gives Negative Outlook; Keeps 'BB' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Plains Exploration & Production Co. to negative from stable. At the same time, S&P affirmed its 'BB' corporate credit rating on the company. Houston-based PXP has $2.6 billion in book debt about $2.9 billion when including Standard & Poor's analytical adjustments for operating leases and asset retirement obligations. "The outlook revision reflects Standard & Poor's concerns about PXP's increased financial leverage associated with its aggressive growth plans," said Standard & Poor's credit analyst Lawrence Wilkinson. Over the past several years, PXP has pursued a number of capital-intensive projects that have enabled the company to raise its annual production goals by 50% (from an annual growth target of 10% to 15%) and reaffirm its annual reserve growth target of 20%. To meet these goals, management anticipates annual capital spending of approximately $1.2 billion for the next several years. In S&P's view, such spending is likely to outpace operational cash flow in the near term, necessitating external financing. The ratings on Plains Exploration & Production Co. reflect its participation in the highly cyclical exploration and production segment of the oil and gas industry, aggressive capital spending, and its high degree of acquisitions and divestitures over the last few years. Ratings also incorporate PXP's midsize and geographically diversified oil and gas reserve base, hedge protection in 2010, and a strengthened liquidity position following several capital market transactions during 2009. The negative outlook reflects PXP's elevated leverage and S&P's concerns about the company's increased use of debt to fund its ambitious growth objectives. At S&P's current ratings and outlook, S&P could tolerate a few quarters of continued credit metric weakness. S&P would consider lowering the rating if the company were to increase debt materially (greater than $300 million) from current levels. Alternatively, S&P could revise the outlook to stable if the company is able to sustain a midcycle debt to EBITDAX ratio of less than 3.25x under Standard & Poor's long-term pricing assumptions. PNG VENTURES: Files Modifications to Reorganization Plan -------------------------------------------------------- PNG Ventures, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware proposed modifications to their first amended Plan of Reorganization. The Debtors related that their counsel received informal comments and potential objections from the Securities and Exchange Commission to the third party release provisions, and through negotiations, the Debtors agreed to modify the provisions to narrow its scope. A full-text copy of the Plan modifications is available for free at http://bankrupt.com/misc/PNGVENTURES_planmodifications.pdf PNG Ventures, Inc., produces, distributes, and sells liquefied natural gas to customers within the transportation, industrial, and municipal markets in the western United States and parts of Mexico. The Company sells substantially all of its LNG to fleet customers, who typically own and operate their fueling stations. The Company also sells a small volume of LNG to customers for non- vehicle use. The Company owns one public LNG fueling station from which it sells LNG to numerous parties. The Company produces LNG at its liquefaction plant in Arizona, but also purchases, from time to time, LNG supplies from third parties, typically on spot contracts. The Company sells LNG principally through supply contracts that are normally on an index-plus basis, although it also occasionally enters into fixed-price contracts. The Company is headquartered in Dallas, Texas. The LNG business conducts its operations principally in Arizona and California. Through the Company's LNG business, the Company offers turnkey fuel solutions to its customers, including clean LNG fuel (99% methane gas) and delivery, equipment storage, fuel dispensing equipment and fuel loading facilities. PNG Ventures and its affiliates filed for Chapter 11 on September 10, 2009 (Bankr. D. Del. Case No. 09-13162). Attorneys at Fox Rothschild LLP represent the Debtors in their restructuring effort. Logan & Co. serves as claims and notice agent. PNM RESOURCES: Moody's Changes Outlook on 'Ba2' Rating to Stable ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook of PNM Resources, Inc. (senior unsecured Ba2) and its subsidiaries Public Service Company of New Mexico (senior unsecured Baa3) and Texas- New Mexico Power Company (senior unsecured Baa3), to stable from negative. In addition Moody's upgraded the senior secured obligations of TNMP to Baa1 from Baa2 and withdrew the (P) B1 rating assigned to a PNMR shelf registration for preferred stock that has expired. All other ratings of PNMR, PNM (including the Baa1 rating assigned to its $65 million secured pollution control revenue bonds), and TNMP are affirmed. "The stable outlook for PNMR, PNM and TNMP considers the companies' improved financial and operating performance, including its progress on debt reduction and success in achieving regulatory outcomes that are reasonably supportive of credit quality," said Laura Schumacher, Vice President/Senior Analyst. "As a result, assuming a continued focus on efficient utility operations, Moody's anticipate the companies will be able to sustain financial credit metrics within the ranges appropriate for their ratings and risk profiles." The stable outlook also considers improvement in the liquidity profile of TNMP. The upgrade of secured debt at TNMP follows Moody's August 2009 upgrade of the majority of its senior secured debt ratings of investment grade regulated utilities by one notch. Issuers with negative outlooks were excluded from the August upgrade. During 2009, PNMR's total consolidated debt burden was reduced by about $560 million. While the majority of this reduction came as result of PNM's sale of its gas utility assets, which generated cash proceeds of approximately $525 million after tax, improved performance by PNMR's unregulated retail energy provider in Texas also contributed to a reduction in parent level debt of about $270 million. Improved cash flow at PNM comes in part as a result of an emergency fuel cost recovery mechanism put in place in 2008, along with a 2009 rate increase and approval of a more permanent fuel cost recovery mechanism. TNMP's cash flow improved, in part, as a result of its 2009 rate increase that was calculated based on among other things, actual interest expense resulting from its 2009 refinancing; as part of this decision the utility received authorization for formulaic rate making for transmission investment. The execution of a separate $75 million secured credit facility at TNMP significantly improved the utility's liquidity profile. Going forward, Moody's expect PNM and TNMP to demonstrate credit metrics that are appropriate for utilities rated at the lower end of the Baa rating range indicated in Moody's August 2009 Rating Methodology for Regulated Electric and Gas Utilities. For example, Moody's anticipate the utilities' ratios of cash flow excluding the impact of working capital changes to debt to remain in the low to mid teens, with the potential for further improvement dependent on additional regulatory support. While PNMR may demonstrate metrics similar to those of PNM and TNMP, its rating reflects the additional volatility of its unregulated businesses as well as the still significant amount of parent company leverage. Moody's last rating action for TNMP occurred March 16, 2009, when a senior secured rating was assigned. Moody's last rating actions for PNMR, PNM and TNMP occurred March 4, 2009, when the ratings were affirmed and the outlooks remained negative after those of PNMR and PNM were changed on April 25, 2008. Headquartered in Albuquerque, New Mexico, PNMR is a holding company which has as its primary subsidiaries, PNM, TNMP and First Choice Power, a Texas retail energy provider. PNMR also owns a 50% interest in Optim Energy, through which PNMR conducts unregulated energy operations primarily within the Electric Reliability Council of Texas. PREMIUM PROTEIN: Hastings Eyes to Acquire Plant Facilities ---------------------------------------------------------- According to BusinessWeek, Hastings Acquisition said it plans to acquire Premium Protein Product's operations in Lincoln and Hastings. Hastings Acquisition said it is paying for the Hastings plant for $3.2 million and has an option to buy the Lincoln facility for $700,000. Premium Protein Products, LLC, is an operator of slaughtering and fabrication operations in Nebraska. Premium Protein filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D. Neb. Case No. 09-43291). Robert V. Ginn, Esq., at Blackwell Sanders Peper Martin LLP, assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. PRIME GROUP: Halts Series B Preferred Dividends; Reviews Options ---------------------------------------------------------------- Prime Group Realty Trust said Wednesday its Board of Trustees determined not to declare a quarterly distribution on its Series B Preferred Shares for the first quarter of 2010, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. The Board is also in the process of considering various financing, capitalization, asset sales and other alternatives for the Company. The Board's decision was based on the Company's current capital resources and liquidity needs and the overall negative state of the economy and capital markets. The Board intends to review the suspension of the Series B Preferred distributions periodically based on the Board's ongoing review of the Company's financial results, capital resources and liquidity needs, and the condition of the economy and capital markets. The Company can give no assurances that distributions on the Company's Series B Preferred Shares will be resumed, or that any financing, capitalization, asset sales or other alternatives will be satisfactorily concluded. About Prime Group Realty Trust Based in Chicago, Illinois, Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self- administered, and self-managed real estate investment trust which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company currently owns 7 office properties containing an aggregate of roughly 3.2 million net rentable square feet and a joint venture interest in one office property comprised of roughly 101,000 net rentable square feet. The Company leases and manages roughly 3.2 million square feet comprising all of its wholly owned properties. In addition, the Company is the asset and development manager for an roughly 1.1 million square foot office building located at 1407 Broadway Avenue in New York. * * * As reported by the Troubled Company Reporter on December 15, 2009, Prime Group Realty Trust said the Company's Board of Trustees has determined not to declare a quarterly distribution on its Series B Preferred Shares for the fourth quarter of 2009, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. According to the Troubled Company Reporter on March 3, 2010, Two of Prime Group Realty Trust's subsidiaries, each of which own separate portions of the Continental Towers Complex in Rolling Meadows, Illinois, are in default under their first mortgage loans encumbering the Complex. Continental Towers, L.L.C., a subsidiary of the Company, is the owner of Tower I, Tower III and the Commercium at the Continental Towers Complex. The CT Property is encumbered by a first mortgage loan from CWCapital LLC in the principal amount of $73.6 million. PRIME GROUP: Continental Towers Lender Demands Loan Payment ----------------------------------------------------------- Prime Group Realty Trust said that on March 5, 2010, two of its subsidiaries and its operating partnership, Prime Group Realty, L.P., received notices from a lender that the lender was accelerating the maturity date of their loans and demanding payment of all amounts due under the loans. On March 2, 2010, Prime Group disclosed that the two subsidiaries, which own portions of the Continental Towers Complex in Rolling Meadows, Illinois, were in default on their mortgage loans that encumber the property. As reported by the Troubled Company Reporter, each of the two subsidiaries own separate portions of the Continental Towers Complex in Rolling Meadows Illinois. Continental Towers, L.L.C., is the owner of Tower I, Tower III and the Commercium at the Continental Towers Complex. The CT Property is currently encumbered by a first mortgage loan from CWCapital LLC in the principal amount of $73.6 million. A separate subsidiary of the Company, Continental Towers Associates III, LLC, is the owner of Tower II at the Continental Towers Complex. The CTA III Property is currently encumbered by a first mortgage loan from Lender in the principal amount of $41.4 million. On Feb. 26, 2010, CTA III informed the Lender that it is in default under the CTA III Loan because the cash flow from the CTA III Property is not sufficient to pay the required escrows and debt service payments on the CTA III Loan. On the same day, CT LLC acknowledged to the Lender that the CT Loan is in default because it is cross-defaulted with the CTA III Loan. The Company's subsidiaries which are the borrowers under the loans are currently in discussions with the Lender regarding the loans, including the possibility of a deed in lieu of foreclosure transaction with the lender and other related matters. Pursuant to the terms of each loan, the loans are non-recourse to their respective borrowers, subject to customary non-recourse carve-outs, including but not limited to, certain environmental matters, fraud, waste, misapplication of funds, various special purpose entity covenants, the filing of a voluntary bankruptcy and other similar matters, which non-recourse carve-outs have been guaranteed by PGRLP. The Company is currently not aware of the occurrence of any event that would constitute a non-recourse carve-out on either loan. About Prime Group Realty Trust Based in Chicago, Illinois, Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self- administered, and self-managed real estate investment trust which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company currently owns 7 office properties containing an aggregate of roughly 3.2 million net rentable square feet and a joint venture interest in one office property comprised of roughly 101,000 net rentable square feet. The Company leases and manages roughly 3.2 million square feet comprising all of its wholly owned properties. In addition, the Company is the asset and development manager for an roughly 1.1 million square foot office building located at 1407 Broadway Avenue in New York. * * * As reported by the Troubled Company Reporter on December 15, 2009, Prime Group Realty Trust said the Company's Board of Trustees has determined not to declare a quarterly distribution on its Series B Preferred Shares for the fourth quarter of 2009, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. According to the Troubled Company Reporter on March 3, 2010, Two of Prime Group Realty Trust's subsidiaries, each of which own separate portions of the Continental Towers Complex in Rolling Meadows, Illinois, are in default under their first mortgage loans encumbering the Complex. Continental Towers, L.L.C., a subsidiary of the Company, is the owner of Tower I, Tower III and the Commercium at the Continental Towers Complex. The CT Property is encumbered by a first mortgage loan from CWCapital LLC in the principal amount of $73.6 million. PRINCESS LAND: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Princess Land, LLC 6800 Deerpath Road, Suite 150 Elkridge, MD 21075 Bankruptcy Case No.: 10-14923 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Kimberly D. Marshall, Esq. 603 Post Office Road, Suite 209 Waldorf, MD 20602 Tel: (301) 893-2311 Fax: (301) 893-0392 Email: somdbankruptcy@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 3 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb10-14923.pdf The petition was signed by R.Jacob Hikmat, managing member of the Company. PRINCESS LAND 2: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Princess Land 2, LLC 6800 Deerpath Road, Suite 150 Elkridge, MD 21075 Bankruptcy Case No.: 10-14925 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Kimberly D. Marshall, Esq. 603 Post Office Road, Suite 209 Waldorf, MD 20602 Tel: (301) 893-2311 Fax: (301) 893-0392 Email: somdbankruptcy@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb10-14925.pdf The petition was signed by R.Jacob Hikmat, managing member of the Company. PROTOSTAR LTD: U.S. Court Extends DIP Loan Maturity Until May 18 ---------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approved a stipulation, authorizing ProtoStar Ltd. and its debtor-affiliates to: -- obtain postpetition financing from Credit Suisse AG, Cayman Islands Branch fka Credit Suisse, Cayman Islands Branch, as administrative agent, and Credit Suisse AG, Singapore Branch fka Credit Suisse, Singapore Branch, as collateral agent; -- grant DIP lenders liens and superpriority claims; -- use cash collateral; and -- provide adequate protection to their prepetition lenders. The stipulation is entered among the Debtors and the postpetition secured parties. The stipulation provided for (i) the amendment, for the second time, of the senior secured superpriority debtor-in-possession multiple draw term loan agreement dated as of August 3, 2009; and (ii) the extension of the DIP loan until May 18, 2010. About ProtoStar Ltd. Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite operator formed in 2005 to acquire, modify, launch and operate high-power geostationary communication satellites for direct-to- home satellite television and broadband internet access across the Asia-Pacific region. The Company and its affiliates filed for Chapter 11 on July 29, 2009 (Bankr. D. Del. Lead Case No. 09-12659). The Debtor selected Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of Appleby as their Bermuda counsel; UBS Securities LLC as financial advisor & investment banker and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors have tapped UBS Securities LLC as investment banker and financial advisor. Also on July 29, 2009, ProtoStar and its affiliates, including ProtoStar Development Ltd., commenced a coordinated proceeding in the Supreme Court of Bermuda. John C. McKenna of Finance & Risk Services Ltd. as liquidator of the Bermuda Group. In their Chapter 11 petition, the Debtors listed between US$100 million and US$500 million each in assets and debts. As of December 31, 2008, ProtoStar's consolidated financial statements, which include non-debtor affiliates, showed total assets of US$463,000,000 against debts of US$528,000,000. RAND INTERNATIONAL: 13 Creditors File Chapter 7 Petition -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that 13 creditors filed an involuntary Chapter 7 petition on March 9 against Rand International LLC (Bankr. E.D.N.Y. Case No. 10-71497). Rand International is a toy designer, importer and distributor from Farmingdale, New York. The Web site says Rand owns the Ross and Barracuda bicycle brand names. The petitioners together are owed $7.25 million. The petitioner with the largest claim, $3.33 million, is Century Sports Inc. from Oyster Bay, New York. RATHGIBSON INC: Files Chapter 11 Plan to Resolve Financial Issues ----------------------------------------------------------------- Maria Guzzo at AMM.com says RathGibson Inc. filed a Chapter 11 restructuring plan with the bankruptcy court to resolve its financial issues by this summer. The plan involves an agreement with a group of investors, led by Wayzata Investment Partners LLC, to purchase substantially all of the Company's assets. About RathGibson Inc. Headquartered in Lincolnshire, Illinois, RathGibson Inc. -- http://www.RathGibson.com/, http://www.GreenvilleTube.com/ and http://www.ControlLine.com/-- is a worldwide manufacturer of highly engineered stainless steel, nickel, and titanium tubing for diverse industries such as chemical, petrochemical, energy -- power generation, energy -- oil and gas, food, beverage, pharmaceutical, biopharmaceutical, medical, biotechnology, and general commercial. Manufacturing locations include: Janesville, Wisconsin, North Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and Marrero, Louisiana (Mid-South Control Line). In addition to the sales offices in Janesville, North Branch, and Marrero, RathGibson has also strategically placed sales offices in Houston, Texas, USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia; Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna, Austria; and Buenos Aires, Argentina. RathGibson, Inc., together with three affiliates, filed for Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452). Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr & Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and Mesirow Financial Consulting LLC have been hired as financial advisors. Kelley Drye & Warren LLP serves as special corporate counsel. Garden City Group is claims and notice agent. The petition says that Rathgibson has assets and debts of $100 million to $500 million. Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington Trust FSB, as administrative agent, and an ad hoc committee of certain holders of Senior Notes. Attorneys at Richards, Layton & Finger P.A., also represent the ad hoc noteholders committee. RAYMOR INDUSTRIES: Investor Group Wants Assets Freeze ----------------------------------------------------- A group investors in Raymor Industries has said they have filed a motion with the court for an order safeguard the rights of shareholders. The investors ask the court to order Raymor to: - immediately announce the Settlement Reached in August 2009 with the University of Sherbrooke and N.R.C. (National Research Council) concerning the Licensing Agreement for the commercial production of Carbon Nanotubes; - immediately announce the Superior Offer that was submitted on behalf of The New Investor Group; - require Raymor to call a Special Shareholder's Meeting within 15 days of the granting of the Order; - immediately announce the purchase of Raymor's building by the Veilleux and Durst Group on September 1, 2009; - immediately announce the transfer or acquisition to the limited partnership La Verendrye (group led by Durst & Veilleux) of the secured debt held by Desjardins on November 26, 2009; - immediately announce all contents of the Wise Blackman report, and make the said report public on sedar.com; - Freeze all the assets of Raymor; - Prohibit Raymor from conducting any restructuring of the company; and - Prohibit Raymor from refinancing its debt and/or further Indebting the company. The Motion for an Order to Safeguard the Rights is being brought against all Raymor's existing directors and the members of the group led by George Durst and Rolland Veilleux. According to the suing investors, the group led by Durst and Veilleux have committed or caused to be committed, either directly or indirectly the following detrimental acts. Contrary to their responsibilities as directors and their fiduciary responsibilities to the shareholders the aforementioned five individuals are responsible for, among other things: a. Illegal processing of an unsecured debenture on the assets of Raymor and its subsidiaries; b. Issuance of Raymor shares, without any payment whatsoever, to three individuals, namely: Georges Durst, Norman Goupil, and Mario Veronneau of KPMG (KPMG being the appointed trustee); c. Exorbitant cost overruns and lack of monitoring of the recovery plan prepared by the trustee, KPMG; and d. Purchase of the building occupied by Raymor on La Verendrye Street for their own personal gain and interest through a limited partnership society controlled by the group led by Durst & Veilleux. RC SOONER: Sues Remy for Sale of Units with Defaulted Mortgages --------------------------------------------------------------- Robert Evatt at Tulsa World says RC Sooner Holdings LLC sued Remy Cos. alleging that the company sold eight apartments without telling RC Sooner that the properties' mortgages were in default to Fannie Mae. Fannie Mae also filed eight lawsuits against Remy Cos. seeking full repayment of the $28.58 million remaining balance on the eight loans the company made, Mr. Evatt notes. The apartments are Brixton Square, 4655 S. Darlington Ave.; Cedar Crest, 401 S. Cedar St. in Owasso; Fulton Plaza Apartments, 4646 S. Fulton Ave.; Magnolia Manor, 4747 S. Darlington Ave.; Pomeroy Park Apartments, 6805 S. Lewis Ave.; Salida Apartments, 10129- 10151 E. 32nd St.; Savannah South Apartments, 4631 S. Braden Ave.; and Southern Hills Villa Apartments, 6609 S. Lewis Avenue, Mr. Evatt relates. Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D. Delaware Case No. 10-10528). Christopher S. Chow, Esq., at Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RESCARE INC: 4Q09 Earnings Release Won't Move Moody's 'Ba3' Rating ------------------------------------------------------------------ Moody's Investors Service commented that ResCare Inc.'s Ba3 corporate family rating and negative outlook are unaffected following the company's announcement in its 4Q09 earnings release that it has taken $72 million pre-tax goodwill and other long- lived assets impairment charge related to three of its business segments. However, the cushion under its net worth covenant will narrow due to the impairment charge, but, at this point Moody's believe the headroom to be adequate at approximately $67 million as of December 31, 2009. We changed ResCare's outlook to negative on January 19, 2010 and in Moody's rating action, Moody's indicated that the negative outlook incorporates several unfavorable negative legal developments such as the Selk verdict which at that time was estimated to be approximately $54 million. However, a court recently reduced the $54 million judgment against ResCare to $15.5 million (the plaintiff could appeal the decision). Moody's views this as a favorable development for ResCare as it enhances the company's projected liquidity position and could support stabilization of ResCare's outlook. However, at this point the negative outlook continues to reflect other factors such as the challenges ResCare faces related to the economy and state Medicaid budgets. The last ratings action was on January 19, 2010, when Moody's changed ResCare's outlook to negative. ResCare's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of ResCare's core industry and the ratings are believed to be comparable to those other issuers of similar credit risk. ResCare, headquartered in Louisville, Kentucky, is a leading provider of residential, training, educational and support services to individuals with special needs, including persons with mental retardation and developmental disabilities, at-risk youth and those experiencing barriers to employment. Consolidated revenues for the twelve months ended December 31, 2009, were approximated $1.58 billion. ROBERT CARDALI: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Robert A. Cardali 39 Broadway, 35th Floor New York, NY 10006 Bankruptcy Case No.: 10-11185 Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Burton R. Lifland Debtor's Counsel: Jonathan S. Pasternak, Esq. Rattet, Pasternak & Gordon Oliver, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Email: jsp@rattetlaw.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 Mr. Cardali. RQB RESORT: Wants Admans and Reese as Special Counsel ----------------------------------------------------- RQB Resort, LP, and RQB Development, LP, have asked for authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Adams and Reese, LLP, as special counsel, nunc pro tunc to March 1, 2010. Adams and Reese will provide the Debtors advice and representation in employment and labor law, litigation, general corporate, tax, and property law. John M. Dart, a member at Adams and Reese, says that the firm will be paid based on the hourly rates of its personnel: Attorneys $195-$495 Paralegals $135-$180 Mr. Dart assures the Court that Adams and Reese is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596). The Company's affiliate -- RQB Development, LP, aka Sawgrass Marriott Golf Villas & Spa -- filed a separate Chapter 11 petition. The Company estimated its assets and debts at $100,000,001 to $500,000,000. SEA LAUNCH: Boeing Rips Litigation Bid By Firm's Creditors ---------------------------------------------------------- Law360 reports that the Boeing Co. has objected to efforts by the creditors committee for Sea Launch LLC to initiate discovery in the ongoing battle over the aircraft giant's bid for $1.5 billion in claims. Sea Launch Company, L.L.C., is a satellite-launch services provider that offers commercial space launch capabilities from the Baikonur Space Center in Kazakhstan. Its owners include Boeing Co., RSC Energia, and Aker ASA. Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del. Case No. 09-12153). Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtor's counsel. At the time of the filing, the Company said its assets range from $100 million to $500 million and debts are at least $1 billion. SEVERN BANCORP: Annual Stockholders' Meeting on April 22 -------------------------------------------------------- The Annual Meeting of Stockholders of Severn Bancorp, Inc. will be held on April 22, 2010, at 9:00 a.m. Eastern Time, at The Severn Bank Building, 200 Westgate Circle, Annapolis, Maryland. At the Annual Meeting, stockholders will be asked to elect two directors to serve for a three-year term, ratify the appointment of ParenteBeard LLC (formerly Beard Miller Company LLP) as independent auditor of Severn Bancorp for the year ending December 31, 2010, vote on a non-binding advisory proposal concerning the Company's executive compensation, and transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?581c As reported by the Troubled Company Reporter on December 28, 2009, the Board of Directors of Severn Bancorp suspended the common stock dividend for the fourth quarter of 2009. This represents a reduction of $0.03 per share from the common stock dividend declared for the third quarter of 2009. As reported by the TCR on November 25, 2009, Annapolis, Maryland- based Severn Bancorp along with its Bank unit, has entered into supervisory agreements with the Office of Thrift Supervision, the Bank's primary federal regulator. The agreements set forth steps being taken in response to regulatory concerns with its operating results and effects of the current economic environment facing the financial services industry. About Severn Savings Bank Founded in 1946, Severn Savings Bank, FSB -- http://www.severnbank.com/-- is a full-service community bank offering a wide array of personal and commercial banking products as well as residential and commercial mortgage lending. It has assets of nearly $1 billion and four branches located in Annapolis, Edgewater and Glen Burnie. The bank specializes in exceptional customer service and holds itself and its employees to a high standard of community contribution. Severn Bancorp, Inc., (Nasdaq: SVBI) is the parent company of Severn Savings Bank. SEVERN BANCORP: Hyatts Hold 15.9% of Common Stock ------------------------------------------------- Spouses Alan J. Hyatt and Sharon G. Hyatt in Annapolis, Maryland, disclosed that as of December 31, 2009, they may be deemed to beneficially own 1,603,841 shares or roughly 15.9% of the common stock of Severn Bancorp, Inc. The Hyatts further disclosed that: -- Mr. Hyatt controls 23,232 shares as custodian for his children. -- 126,108 shares are allocated to Mr. Hyatt as a participant in the Company's ESOP, with respect to which Mr. Hyatt can direct the voting of such shares. -- 2,100 shares are held by the ESOP, for which Mr. Hyatt is a co-trustee, which were not allocated to the accounts of participants as of December 31, 2009. -- 1,347,564 shares are jointly owned by Mr. Hyatt and his wife. -- 12,500 shares of common stock are issuable upon the conversion of 6,250 shares of Series A 8.0% Non-Cumulative Convertible Preferred Stock held by Mr. Hyatt and 6,250 shares of Series A Preferred Stock held by a company in which Mr. Hyatt is general partner. -- the aggregate amount of shares held by the Hyatts are based on 10,066,679 shares outstanding as of December 31, 2009, and shares that would be outstanding upon exercise of options and conversion of Series A Preferred Stock beneficially owned by Mr. Hyatt. About Severn Savings Bank Founded in 1946, Severn Savings Bank, FSB -- http://www.severnbank.com/-- is a full-service community bank offering a wide array of personal and commercial banking products as well as residential and commercial mortgage lending. It has assets of nearly $1 billion and four branches located in Annapolis, Edgewater and Glen Burnie. The bank specializes in exceptional customer service and holds itself and its employees to a high standard of community contribution. Severn Bancorp, Inc., (Nasdaq: SVBI) is the parent company of Severn Savings Bank. As reported by the Troubled Company Reporter on December 28, 2009, the Board of Directors of Severn Bancorp suspended the common stock dividend for the fourth quarter of 2009. This represents a reduction of $0.03 per share from the common stock dividend declared for the third quarter of 2009. As reported by the TCR on November 25, 2009, Annapolis, Maryland- based Severn Bancorp along with its Bank unit, has entered into supervisory agreements with the Office of Thrift Supervision, the Bank's primary federal regulator. The agreements set forth steps being taken in response to regulatory concerns with its operating results and effects of the current economic environment facing the financial services industry. SEVERN BANCORP: Louis Hyatt Holds 10.6% of Common Stock ------------------------------------------------------- Louis Hyatt in Annapolis, Maryland, disclosed that as of December 31, 2009, he may be deemed to beneficially own 1,073,983 shares or roughly 10.6% of the common stock of Severn Bancorp, Inc. Mr. Hyatt further disclosed that: -- the shares are jointly owned by Mr. Hyatt and his wife. -- 18,750 shares of common stock are issuable upon the conversion of Series A Non-cumulative Convertible Preferred Stock held by Mr. Hyatt and his wife. -- the shares held by Mr. Hyatt are based on 10,066,679 shares outstanding as of December 31, 2009, and shares that would be outstanding upon the conversion of Series A Preferred Stock owned by Mr. Hyatt and his wife. About Severn Savings Bank Founded in 1946, Severn Savings Bank, FSB -- http://www.severnbank.com/-- is a full-service community bank offering a wide array of personal and commercial banking products as well as residential and commercial mortgage lending. It has assets of nearly $1 billion and four branches located in Annapolis, Edgewater and Glen Burnie. The bank specializes in exceptional customer service and holds itself and its employees to a high standard of community contribution. Severn Bancorp, Inc., (Nasdaq: SVBI) is the parent company of Severn Savings Bank. As reported by the Troubled Company Reporter on December 28, 2009, the Board of Directors of Severn Bancorp suspended the common stock dividend for the fourth quarter of 2009. This represents a reduction of $0.03 per share from the common stock dividend declared for the third quarter of 2009. As reported by the TCR on November 25, 2009, Annapolis, Maryland- based Severn Bancorp along with its Bank unit, has entered into supervisory agreements with the Office of Thrift Supervision, the Bank's primary federal regulator. The agreements set forth steps being taken in response to regulatory concerns with its operating results and effects of the current economic environment facing the financial services industry. SEVERN BANCORP: Melvin Meekins Holds 5.6% of Common Stock --------------------------------------------------------- Melvin E. Meekins, Jr., in Annapolis, Maryland, disclosed that as of December 31, 2009, he may be deemed to beneficially own 564,734 shares or roughly 5.6% of the common stock of Severn Bancorp, Inc. Mr. Meekins further disclosed that: -- 2,100 shares are held by the ESOP, for which Mr. Meekins is a co-trustee, which were not allocated to the accounts of participants as of December 31, 2009. -- 317,990 shares are jointly owned by Mr. Meekins and his wife. -- 9,375 shares of common stock are issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Meekins. -- the shares held by Mr. Meekins are based on 10,066,679 shares outstanding as of December 31, 2009, and shares that would be outstanding upon exercise of options and conversion of Series A Preferred Stock owned by Mr. Meekins. About Severn Savings Bank Founded in 1946, Severn Savings Bank, FSB -- http://www.severnbank.com/-- is a full-service community bank offering a wide array of personal and commercial banking products as well as residential and commercial mortgage lending. It has assets of nearly $1 billion and four branches located in Annapolis, Edgewater and Glen Burnie. The bank specializes in exceptional customer service and holds itself and its employees to a high standard of community contribution. Severn Bancorp, Inc., (Nasdaq: SVBI) is the parent company of Severn Savings Bank. As reported by the Troubled Company Reporter on December 28, 2009, the Board of Directors of Severn Bancorp suspended the common stock dividend for the fourth quarter of 2009. This represents a reduction of $0.03 per share from the common stock dividend declared for the third quarter of 2009. As reported by the TCR on November 25, 2009, Annapolis, Maryland- based Severn Bancorp along with its Bank unit, has entered into supervisory agreements with the Office of Thrift Supervision, the Bank's primary federal regulator. The agreements set forth steps being taken in response to regulatory concerns with its operating results and effects of the current economic environment facing the financial services industry. SKY KING: Files Chapter 11 in Sacramento ---------------------------------------- Sky King Inc. filed for Chapter 11 reorganization on March 9 in its hometown of Sacramento, California (Bankr. E.D. Calif. Case No. 10-25657). According to Bill Rochelle at Bloomberg News, the Company traced financing problems back to the hockey strike in 2004 that cut off revenue while expenses continued. A court filing said that "past debts incurred as a result of the previous economic struggle have continued to create financial chaos." Sky King is a charter airline specializing in transporting professional basketball and hockey teams. Sky King has a fleet of nine Boeing 737 aircraft. The bankruptcy petition says that assets and debts are between $10 million and $50 million. SKY KING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Sky King, Inc. 3600 Power Inn Rd #H Sacramento, CA 95826 Bankruptcy Case No.: 10-25657 Type of Business: Sky King is a charter airline specializing in transporting professional basketball and hockey teams. Sky King has a fleet of nine Boeing 737 aircraft. Chapter 11 Petition Date: March 9, 2010 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Christopher M. Klein Debtor's Counsel: Matthew R. Eason, Esq. 1819 K St #200 Sacramento, CA 95811 Tel: (916) 438-1819 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Greg Lukenbill, the company's president/chairman of the board. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Taxes $3,166,112 PO Box 21126 Philadelphia, PA 19114-0326 Tech Aero Promissory Note $900,000 14347 SW 142nd Street Parts Purchased Miami, FL 33186 Canadian Revenue Agency Taxes $660,709 9755 King George Highway Surrey BC V3T5E1 AE Wolffe, LTD. Maintenance Labor $510,458 13450 North Piper Drive Tucson, AZ 85737 Mercury Air Group, Inc. Fuel $800,000 c/o George S. Burns 4100 MacArthur Blvd, Suite 305 Newport Beach, CA 92660 Aviation Technologies, Aviation Services $490,000 Inc. 201 Hanger Road Avoca, PA 18641-2229 State of California, EDD Taxes $303,160 PO Box 826880 Sacramento, CA 94280-0001 Boeing Corporation Aircraft Parts & $260,000 635 Park Avenue North Engineering Renton, WA 98055-1560 Servisair/Penauille- Fuel & Ground $200,000 Ground Handling Vendor Spectrum Aerospace Aircrafts Parts Vendor $169,678 Polar Express Group LLC Contract Deposit & $125,000 Attorney Fees Miami Tech Line Maintenance Provider $124,875 Maintenance Tracer Corp. Tire & Brakes $103,565 APECS Engine Center Engine Overhaul $100,000 Navtech, Inc. Flight Planning $83,817 Services McKelvey, Ron Wages $83,746 Liege Airport Airport Services $70,112 TNT Express Airport Ground $67,501 Handling Looney, Danny R. Wages $56,650 Parr Waddoups Brown Gee Legal Services $56,331 et al. SMART ONLINE: Inks 4th Amended Conv. Sec. Subor. Notes Agreement ---------------------------------------------------------------- Smart Online Inc. entered into the Fourth Amendment to Convertible Secured Subordinated Note Purchase Agreement, Second Amendment to Convertible Secured Subordinated Promissory Notes and Third Amendment to Registration Rights Agreement with the holders of a majority of the aggregate outstanding principal amount of the Notes issued by the Company under the Convertible Secured Subordinated Note Purchase Agreement dated Nov. 14, 2007, as amended. The Fourth Amendment extends the original maturity date of the Notes from Nov. 14, 2010 to Nov. 14, 2013, and amends the Note Purchase Agreement and the Registration Rights Agreement dated Nov. 14, 2007, to reflect this extension. A full-text copy of the document for the Fourth Amended to Convertible Notes is available for free at http://ResearchArchives.com/t/s?5817 About Smart Online Durham, North Carolina-based Smart Online, Inc. -- http://www.smartonline.com/-- develops and markets software products and services (One Biz(TM)) targeted to small businesses that are delivered via a Software-as-a-Service model. The Company sells its SaaS products and services primarily through private- label marketing partners. In addition, the Company provides sophisticated and complex Web site consulting and development services, primarily in the e-commerce retail and direct-selling organization industries. At September 30, 2009, the Company had $1,788,096 in total assets against $13,610,936 in total liabilities, resulting in stockholders' deficit of $11,822,840. SONIC AUTOMOTIVE: Moody's Confirms 'B2' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service confirmed the B2 Corporate Family and Probability of Default ratings for Sonic Automotive, Inc., assigned a Caa1 rating to the new $210 million senior subordinated notes issue. Moody's also assigned a positive outlook. These rating actions conclude the review for possible upgrade initiated January 27, 2010. The confirmation of the B2 Corporate Family and Probability of Default ratings recognize that while Sonic has improved its credit profile, particularly from a liquidity perspective, metrics still have not recovered sufficiently to warrant a higher rating. Interest coverage as measured by EBIT/interest expense of 1.6 times is marginal, and leverage, while reduced, remains high at 5.8 times. "While financial flexibility has improved as a result of the rationalization of the capital structure, further improvement on the operating side is necessary for an upgrade," stated Moody's Senior Analyst Charlie O'Shea. The positive outlook recognizes that Sonic is well-positioned within the B2 rating category, led by its favorable product mix and reduced leverage profile, and also considers that macroeconomic fundamentals for the auto retailing segment seem to be improving. Ratings confirmed and LGD point estimates adjusted include: -- Corporate Family Rating at B2 -- Probability of Default Rating at B2 -- Senior guaranteed subordinated notes at Caa1 (LGD 6, 91%) from Caa1 (LGD 6, 90%), -- Senior convertible subordinated notes at Caa1 (LGD 6, 96%). New rating assigned: -- $210 million senior guaranteed subordinated notes at Caa1 (LGD 6, 91%) The last rating action for Sonic was the January 27, 2010 upgrade of the Corporate Family and Probability of Default ratings to B2 from Caa1, the upgrade of the Senior Subordinated Note ratings to Caa1 from Caa3, with all ratings left on review for further possible upgrade. Sonic Automotive, Inc., based in Charlotte, North Carolina, is a leading operator of automobile dealerships in the U.S., with annual revenues of approximately $5 billion. SPANSION INC: Apple Appeals 2nd Order on Pact Termination --------------------------------------------------------- Apple Inc. informs the U.S. Bankruptcy Court for the District of Delaware that it will take an appeal to the U.S. District Court for the District of Delaware from Judge Carey's order regarding (i) motion of the Debtors for an order enforcing the Court's order authorizing the rejection of an executory contract between Spansion Inc. and Apple Inc. and (ii) motion of Apple Inc. to clarify the Bankruptcy Court's September 1, 2009 Order. Spansion Inc., and its debtor affiliates filed a motion asking Judge Carey to enforce his order, dated September 1, 2009, which authorizes rejection and termination of an agreement contract with Apple, Inc. On February 10, 2009, Spansion and Apple entered into a letter agreement pursuant to which Spansion agreed to dismiss a complaint in the International Trade Commission against Apple. In exchange, Apple agreed that Spansion will remain its primary supplier on current platforms where Spansion is qualified for the life-time of the product and will also be considered for future plaftforms. Subsequently, the Debtors sought and obtained the Court's approval to reject the Agreement asserting that its business relationship with Apple is not sufficiently profitable to justify dismissal of the ITC Action. The Debtors later told the Court that despite the clear language of the Rejection Order, Apple has taken the position that the Agreement is not terminated. Apple contends that the Agreement is a covenant not to sue, which Apple argues is tantamount to a license. Apple further contends that, as a "license" of intellectual property from a debtor-in-possession, it may elect not to treat this "license" as terminated and may, instead, elect to retain its rights under the license. The Court held a hearing on February 5. The Bankruptcy Court on March 3 signed an order which provides that the Motion to Enforce is granted to the extent that it requests that the Notice of Election under Section 365(n) of the Bankruptcy code filed by Apple, Inc., be stricken. The order also provides that the Court's order granting the motion of the Debtors authorizing the rejection of an executory contract between Spansion and Apple dated September 1, 2009, is amended to provide that the order is without prejudice to the issue of whether the February 10, 2009 letter agreement entered into between Spansion Inc. and Apple has been or can be terminated by Spansion. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Bankruptcy Court Ruling on Chapter 11 Plan Expected ----------------------------------------------------------------- Confirmation hearings on Spansion Inc. and its debtor affiliates' Second Amended Joint Plan of Reorganization dated February 28, 2010, were held on February 24, 25, 26 and March 1 and 2, 2010. Papers filed in Court note that at the close of the Confirmation Hearings, the Court gave parties-in-interest until March 8, 2010, to submit post-trial briefs, and said that a ruling would follow on the confirmation of the Plan. Counsel for the Debtors, Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware, however, relates that it is uncertain when an opinion will be issued with respect to Plan confirmation. Parties File Trial Briefs At the Court's directive, six parties-in-interest submitted separate trial briefs asking the Court to confirm the Debtors' February 28, 2010 Second Amended Joint Plan of Reorganization: (1) Debtors (2) Bank of America, N.A. (3) Rohm and Haas Electronic Materials, CMP, Inc. and Rohm and Haas Electronic Materials LLC (4) Silver Lake Sumeru Fund, L.P. (5) The informal group of holders of trade claims (6) The Senior Noteholders Informal Group The parties assert that the Plan satisfies Section 1129 of the Bankruptcy Code and should be approved. According to Bank of America, to not confirm the Plan would upset a delicate and valuable series of agreements and waivers that benefit the Debtors and all creditor constituencies. The Senior Noteholders Informal Group maintains that the evidence presented during the five-day hearing concluding on March 2, 2010, fully supports (i) confirming the Debtors' Second Amended Joint Plan of Reorganization dated February 28, 2010; and (ii) adopting the $871 million midpoint total enterprise value concluded by the Blackstone Group. However, seven parties opposed confirmation of the Debtors' Plan: (1) The Official Committee of Unsecured Creditors (2) Tessera, Inc. (3) Ad Hoc Committee of Convertible Noteholders (4) Wilmington Trust Company (5) U.S. Bank National Association (6) Esopus Creek Value L.P. (7) The John Gorman 401(k) The Committee asked the Court to condition confirmation of the Plan upon the Debtors terminating the Silver Lake Rights Offering and consummating the Ad Hoc Committee's Rights Offering. According to the Committee, evidence demonstrates that that Ad Hoc Committee's Rights Offering Provides more value to unsecured creditors. Tessera raised two issues with respect to the Debtors' request to confirm their Plan: (a) Should the amount of Tessera's administrative claim be paid on the effective date of the Plan or reserved for in conjunction with the Plan confirmation process? (b) Were there irregularities with respect to the voting solicitation and tabulation process, and if so, does that require re-solicitation of votes? The Ad Hoc Committee of Convertible Noteholders, consisting of certain holders of 2.25% Exchangeable Senior Subordinated Debentures due 2016 issued by Spansion LLC, sought the Court's authority to file under seal certain portions of its Post Trial Submission. According to the Ad Hoc Committee, the Post Trial Submission contains information that Numonyx Inc. provided to the Debtors and the Debtors provided to the Ad Hoc Committee's advisors pursuant to a Nondisclosure Agreement dated October 28, 2009. Wilmington Trust asked the Court to deny confirmation of the proposed plan and convene a status conference with the principal parties to explain the Court's views that: (a) the Ad Hoc Committee's Rights Offering is far superior to the proposed Silver Lake Rights Offering; (b) the Management/Employee Incentive Plan cannot be approved by the Court; (c) ChipMOS Technologies' participation in the Rights Offering to enable its owners to purchase a significant amount of shares of the reorganized Debtors at a deep discount demonstrate that the Plan was not proposed in good faith and not in compliance with the requirements of Chapter 11. The John Gorman 401(k) contends that the Plan should not be confirmed due to the Debtors' lack of good faith that is best demonstrated by the fact that, when presented with an alternative rights offering that provided a better return to creditors, the Debtors not only declined, but actively opposed the alternative offering. According to U.S. Bank, the Court indicated that it wanted the parties to address the issue of the language of the X Clause in the Subordinated Indenture. U.S. Bank relates that it attempted to do that at the oral argument, but the time limitations and the nature of the discussion suggest that it might be useful to the Court to have that analysis briefly stated in a written form. In its post-trial brief, U.S. Bank advises the Court that the subordination provisions in the Subordinate Indenture were a product of the covenants made by the Debtors in the Senior Indenture. For its part, Esopus contends that: (a) the Management Incentive Plan is an overly-aggressive attempt to grab value; (b) unless the Management Incentive Plan is modified, the Plan fails the good faith test; (c) the Jefferies Midpoint Enterprise Value, Validated by the Alternative Rights Offering, Plus additional sources of value, provides the appropriate distributable value; and (d) the Plan impermissibly seeks to deprive creditors of the right to pursue objections to claims, including the disputed ChipMOS claim. Debtors Talk Back According to the Debtors, Tessera's contention that the Plan violates Section 1129(A)(9)(a) because the Plan does not establish a reserve for its alleged administrative claim should be overruled because it is not supported by specific facts. The Debtors contend that the Indenture Trustee's request for resolicitation should be overruled because adverse modifications relating to a class that has rejected a plan does not require re- solicitation. Moreover, the Debtors ask the Court to overrule objections to the Release Provisions of the Plan. The Debtors maintain that they did not proffer a valuation in an attempt to support a position, or to influence the result for their benefit. According to the Debtors, their goal simply was to propose a confirmable Plan and to exit bankruptcy expeditiously. The Plan is confirmable no matter what valuation the Court determines, the Debtors assert. The Debtors aver that the record of the Chapter 11 Cases demonstrates that the Plan satisfies the requirements of Section 1129. The fact that certain creditor representatives would prefer different plan terms, notwithstanding overwhelming creditor support for this Plan, is not relevant for purposes of Section 1129, the Debtors add. Parties File Final Exhibit List The Debtors, the Official Committee of Unsecured Creditors, the informal group of certain holders of the 11.25% Senior Notes due 2016, the Ad Hoc Committee of Convertible Noteholders, and the Ad Hoc Committee of Equity Security Holders submitted to the Court their joint final list of exhibits in connection with the hearing held on February 24-26 and March 1-2, 2010 regarding the confirmation of the Debtors' Plan. Full-text copies of the Exhibits are available for free at: (A) Debtors http://bankrupt.com/misc/Spansion_DebtorsEx.pdf (B) Committee http://bankrupt.com/misc/Spansion_CommitteeEx.pdf (C) Senior Noteholders http://bankrupt.com/misc/Spansion_SeniorEx.pdf (D) Ad Hoc Committee http://bankrupt.com/misc/Spansion_AdHocEx.pdf (E) Equity Committee http://bankrupt.com/misc/Spansion_EquityEx.pdf Prior to the Confirmation Hearing, the Ad Hoc Committee of Equity Security Holders of Spansion, Inc., delivered to the Court its second amended witness and exhibit list, designating Jonathan Brownstein as a witness. The Ad Hoc Committee disclosed that it may offer into evidence, among others, any of these exhibits: * Ad Hoc Committee's Request for Documents/Oct. 16, 2009 * September 2009 Creditor Presentation * January 2010 Bank Presentation * Transcript of January 12, 2010 Bank Meeting * Blackstone Expert Report, dated January 27, 2010 Spansion's Feb. 28 Second Amended Plan After receiving informal comments from certain parties-in- interest, Spansion Inc. and its debtor affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware a further Second Amended Joint Plan of Reorganization on Feb. 28, 2010. The Amended Plan reflects, among other things, an amended definition of Spansion Japan Rejection Damages Claim to mean any General Unsecured Claim that is or could be asserted by Spansion Japan Limited against the Debtors or their estates on account of a rejection of any executory contract between the Debtors and Spansion Japan, including but not limited to, the Second Amended and Restated Foundry Agreement, dated March 30, 2007, which rejection was approved by the Court under the order pursuant to Section 365 and Rule 6006 of the Federal Rules of Bankruptcy Procedure, authorizing the rejection of the Second Amended and Restated Foundry Agreement with Spansion Japan Limited, excluding the Spansion Japan Administrative Expense Claim. The February 28 Plan provides that consistent with Rule 3003(c) of the Federal Rules of Bankruptcy Procedure, the Debtors and the Reorganized Debtors will recognize the Proofs of Claim filed by the Indenture Trustees in respect of the Claims for the holders each represents. Accordingly, any Claim filed by a registered or beneficial holder of those Claims will be disallowed by the Confirmation Order as duplicative of the Claims of the Indenture Trustees without need for any further action or Bankruptcy Court Order except to the extent any Claim, or a portion of a proof of Claim, filed by a holder of those Claims is not included within the proofs of Claim filed by the Indenture Trustees. A full-text clean copy of the February 28 Plan is available for free at http://bankrupt.com/misc/Spansion_Feb28Plan.pdf A redlined copy of the February 28 Plan is available for free at: http://bankrupt.com/misc/Spansion_Feb28Red.pdf Modified Proposed Confirmation Order Concurrently, the Debtors delivered to the Court a revised form of their proposed confirmation order which provides that entry of the Confirmation Order will constitute an order approving the assumption, pursuant to Sections 365(a) and 1123 of the Bankruptcy Code, of the Debtors' executory contracts with Rohm and Haas Electronic Materials LLC and Rohm and Haas Electronic Materials CMP, Inc. The Cure Amount owed in connection with the assumption of the RHEM Contracts will be satisfied in this manner: The General Unsecured Claims of RHEM under the RHEM Contracts in the approximate amount of $64,926, which have been Allowed by a Order of the Court dated November 24, 2009, will remain Allowed Class 5B Claims and will be entitled to Pro Rata treatment with other Allowed Class 5B Claims under the Plan. Nothing will affect RHEM's Allowed 503(b)(9) Claims in the approximate aggregate amount of $89,045, and the Debtors will pay those 503(b)(9) Claims in accordance with the terms of the Plan. Moreover, the Revised Confirmation Order provides that, in addition to the Debtors' contracts with Oracle America, Inc., or any of its predecessors-in-interest identified in the Contract or Lease Schedule, these contracts between the Debtors and Oracle will be deemed assumed in accordance with the provision and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the effective date of the Plan: (i) Ordering Document No. US-11844645-30-JUL-2008; (ii) Ordering Document/Exhibit-Amendment One dated 9/29/08; and (iii) the change orders and purchase orders related to the ordering documents. The revised Confirmation Order provides that the Cure Amount due with respect to the assumption of the Additional Oracle Contracts will be $207,005, which Cure Amount will be in addition to the other Cure Amounts listed for the Oracle contracts identified in the Contract or Lease Schedule. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Wants Plan Exclusivity Until April 30 --------------------------------------------------- Spansion Inc. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive period within which they may solicit acceptances of their plan of reorganization through April 30, 2010. This is the Debtors' fourth request for an extension of the Exclusive Acceptance Period, notes Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware. "If the Court confirms the Plan, the Debtors will have no further need for exclusivity. On the other hand, if the Court denies confirmation of the Plan, the Debtors seek to extend the Exclusive Acceptance Period through and including April 30, 2010," notes Mr. Lastowski. "In addition, the Debtors seek to preserve the exclusive right to seek acceptance of a plan in these Chapter 11 Cases pending the Court's ruling on the Plan." According to Mr. Lastowski, the Debtors request a brief extension of the Exclusive Acceptance Period (i) in as much as the Plan will not be confirmed prior to March 8, 2010, so that no competing plan can be filed prior to the Court's ruling on confirmation, and (ii) so as to create a period for the Debtors and the creditor constituencies to address the Court's ruling with respect to the Plan in the event the Plan is not confirmed. According to the Debtors, the proposed extension of the Exclusive Acceptance Period is warranted because, in the event the Plan is not confirmed, extension of the Exclusive Acceptance Period would provide time for the Debtors and their creditor constituencies to address the Court's ruling with respect to the Plan and to permit the Chapter 11 Cases to proceed in an orderly manner, without the immediate risk of competing plans. The Debtors believe that providing in effect a cooling-off period if the Plan is not confirmed is reasonable, appropriate and in the best interests of the Debtors' estates to minimize uncertainty and risk to the Debtors' business operations and its relationships with customers and suppliers. The hearing to consider the Debtors' request will be held on April 26, 2010. Pursuant to Del.Bankr.LR 9006-2, the Debtors' Exclusive Solicitation Period is automatically extended until the conclusion of that hearing. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPHERIS INC: Committee Proposes Paul Weiss as Counsel ----------------------------------------------------- The official committee of unsecured creditors in Spheris Inc.'s case seeks approval from the U.S. Bankruptcy Court to retain Paul, Weiss, Rifkind, Wharton & Garrison as counsel. The firm will be paid at these hourly rates: $795 to $1,050 for partners, $715 to $750 for counsel, $395 to $675 for associates and $85 to $235 for paraprofessionals. Based in Franklin, Tennessee, Spheris Inc. -- http://www.spheris.com/-- is a global provider of clinical documentation technology and services. Spheris Inc., along with five affiliates, filed for Chapter 11 on Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352). Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP represent the Debtors in their Chapter 11 effort. Jefferies & Company serve as financial advisors to the Debtors. Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as counsel to the prepetition and DIP lenders. Garden City Group Inc. is claims and notice agent. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $100,000,001 to $500,000,000. STANFORD FINANCIAL: Victims Join Madoff Investors to Lobby Payback ------------------------------------------------------------------ According to reporting by Robert Schmidt and Jesse Westbrook, victims of Bernard Madoff and accused Ponzi schemer R. Allen Stanford are banding together to lobby Congress for a law that could require Wall Street firms to pay billions of dollars to cover some of the losses they suffered. The Bloomberg report relates that the groups aim to persuade Congress to add a requirement to the regulatory overhaul bill, now under Senate consideration, that brokerage firms pay about $4 billion in additional fees to the Securities Investor Protection Corp. fund. SIPC protects U.S. investors' accounts against fraud or bankruptcy. The victims also want Congress to require the fund to compensate them up to $500,000 each in losses. According to Bloomberg, both groups of victims want the Senate measure to require brokerage firms, which paid only $150 each annually into the SIPC fund for more than a decade until 2009, to pony up the estimated $4 billion in retroactive charges. Bloomberg notes that SIPC, created by Congress in 1970, has a limited mandate, unlike the Federal Deposit Insurance Corp., which insures bank accounts up to $250,000 per depositor. The fund is arguing that the Stanford investors are not covered because they purchased their fraudulent securities from a foreign bank -- Stanford's investment products were issued through a bank in Antigua -- even though his firm had operations in the U.S. and made payments to SIPC. SIPC also won't cover the claims of Madoff victims who withdrew more money from Madoff's funds than they put in. Despite objections by victims, a bankruptcy judge has affirmed a liquidating trustee's proposal to disregard phony profits in paying off claims of Madoff victims. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. 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. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. 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 in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) About Stanford International Bank Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management serves more than 70,000 clients in 140 countries. On February 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission, on Feb. 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi- billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. The criminal case is U.S. v. Stanford, H-09-342, U.S. District Court, Southern District of Texas (Houston). The civil case is SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District Court, Northern District of Texas (Dallas). STARPOINTE ADERRA: Wants to Sell Condominium 2083 for $288,000 -------------------------------------------------------------- Starpointe Aderra Condominiums Limited Partnership asks the U.S. Bankruptcy Court for the District of Arizona for permission to sell its condominium unit 2083 (the Azure model) to Cindy and David Price for $288,252. The sale of unit 2083 will result in net proceeds after costs of sale of $271,410, which sum will be paid to CCS Arizona II, LLC, a secured creditor, at closing. The Debtor also asks the Court to approved the payment of a 3% brokerage fee at closing of each transaction to Starpointe Marketing Concepts, LLC, the Debtor's broker to market the sale of its condominium units. Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited Partnership is an upscale community of 312 homes in 13 three- storey buildings. The Company filed for Chapter 11 bankruptcy protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09- 33625). Warren J. Stapleton, Esq., at Osborn Maledon, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. SUBURBAN PROPANE: S&P Assigns 'BB-' Rating on $250 Mil. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' issue rating and '5' recovery rating to Suburban Propane Partners L.P.'s proposed $250 million senior notes due 2020. The company will use proceeds to repurchase its outstanding 6.875% notes due 2013 and for transaction fees and expenses. At the same time, S&P affirmed the corporate credit rating of 'BB' and issue-level rating of 'BB-'. The recovery rating of '5' indicates that unsecured lenders can expect modest (10% to 30%) recovery in the event of a payment default. The outlook is stable. As of Dec. 26, 2009, Whippany, New Jersey-based Suburban had total debt of about $453 million, adjusted for operating leases, pensions, self-insurance reserves, and accrued interest. The ratings on Suburban reflect the partnership's weak business risk profile and significant financial risk profile. Credit factors associated with the weak business risk profile include the propane and fuel oil distribution business's ongoing customer conservation, commodity price volatility, limited organic growth opportunities, exposure to weather, and seasonal demand patterns. The partnership's strong liquidity, improved financial profile, favorable operating characteristics, stable margins, flexible cost structure, and robust distribution coverage partially mitigate these concerns. "The stable outlook reflects S&P's expectation that the company will maintain ample liquidity, strong cash flow metrics, and low leverage through fiscal 2010," said Standard & Poor's credit analyst Michael Grande. Specifically, S&P expects FFO to adjusted debt of between 40% and 45% and total adjusted debt to EBITDA of 2x to 2.25x over this period. Higher ratings are unlikely at this time, given the propane sector's inherent risks, particularly ongoing customer conservation, commodity price volatility, and limited organic growth opportunities. However, upward ratings momentum could be possible if Suburban continues to maintain robust financial ratios, including FFO to debt in the mid-40% range, total debt to EBITDA below 2x, and strong liquidity through future commodity cycles, and improves its business risk profile. S&P could lower the ratings if cash flows weaken due to increased customer conservation or lower margins, resulting in FFO to debt below 30% and total debt to EBITDA above 3.5x. A large acquisition that negatively affects the company's business or financial risk profiles or underperforms could also adversely affect the rating. SUNRISE SENIOR: Director Holladay Won't Vie for Re-Election ----------------------------------------------------------- Sunrise Senior Living Inc. said director J. Douglas Holladay notified the Chair of the Governance, Compliance & Nominating Committee of the Board of Directors that he did not wish to be nominated for re-election as a director due to other business and professional commitments. Accordingly, his term of office as a director will expire as of the 2010 annual meeting of stockholders. Going Concern Doubt According to the Troubled Company Reporter on March 3, 2010, Ernst & Young LLP of McLean, Virginia, express substantial doubt about Sunrise Senior Living Inc.'s ability as a going concern after auditing the company's financial statement for the year ended Dec. 31, 2009. The auditor said the Company cannot borrow under the bank credit facility and the Company has significant debt maturing in 2010 which it does not have the ability to repay. Cash and Liquidity Update Sunrise had $39.3 million of unrestricted cash at Dec. 31, 2009. Sunrise has no borrowing availability under its bank credit facility, and has significant scheduled debt maturities in 2010 and significant debt that is in default. As of December 31, 2009, Sunrise had debt of $440.2 million, of which $227.2 million of debt is scheduled to mature in 2010, including $33.7 million under its bank credit facility, which is due in December 2010. Debt that is in default totals $317.2 million, including $198.7 million of debt that is in default as a result of the failure to pay principal and interest to the lenders of Sunrise's German communities. Sunrise is seeking waivers with respect to existing defaults to avoid acceleration of these obligations. On Feb. 12, 2010, Sunrise extended $56.9 million of debt that was either past due or in default at December 31, 2009. The debt is associated with an operating community and two land parcels. In connection with the extension, Sunrise (i) made a $5.0 million principal payment at closing, (ii) extended the terms of the debt to no earlier than December 2, 2010, (iii) provided for an additional $5.0 principal payment on or before July 31, 2010, and, among other items, (iv) defaults under the loan agreements were waived by the lenders. A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?55e9 About Sunrise Senior McLean, Virginia-based Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- employs 40,000 people. As of November 9, 2009, Sunrise operated 403 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of approximately 41,500 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise's senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. TAVERN ON THE GREEN: New York City Wins Right to Trade Name ----------------------------------------------------------- David Glovin at Bloomberg News reports that New York City won the right to the trade name, "Tavern on the Green," a judge ruled March 10. Parties have been awaiting a decision by the District Court on the last of the restaurant's major assets: the Tavern on the Green name, which has been valued at $19 million. New York City -- Tavern's landlord -- or the family of the flamboyant restaurateur Warner LeRoy, which ran the restaurant since 1976, have been claiming ownership of the trademark. Lawyers for the company sought to delay a decision on conversion to a liquidation from a Chapter 11 reorganization until after that ruling. The bankruptcy judge, however, said this week that he'd convert the case to Chapter 7. About Tavern on the Green Tavern on the Green LP is the operator of the 75-year-old restaurant in New York's Central Park. Tavern on the Green, the second-highest grossing restaurant in the U.S. last year, was founded in 1934 by New York Parks Commissioner Robert Moses and the license was bought by restaurateur Warner LeRoy in 1974. The Company filed for Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15450). It listed assets and debts of as much as $50 million each. TLC VISION: Bid For Equity Committee Denied ------------------------------------------- In the face of major opposition from creditors and debtors, shareholders of TLC Vision Corp. have lost their bid to create an equity committee to represent their interests in the company's bankruptcy case, according to Law360. The Troubled Company Reporter, citing netDocket, reported on March 5, 2010, that a group of TLC Vision (USA) Corporation's shareholders holding 12% -- or 6 million shares -- of the company's equity asks Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to appoint an Official Committee of Equity Security Holders in the case. The group is represented by Cooley Godward Kronish LLP and Benesch, Friedlander, Coplan & Aronoff LLP. The members of the group are: * Strategic Turnaround Opportunity Fund, L.P. * Strategic Turnaround Equity Partners, L.P. (Cayman) * Rexon Galloway Capital Growth, LLC * Trinad Capital Master Fund Ltd. * Red Oak Fund, L.P. * Pinnacle Fund, LLLP * Bruce Galloway Rollover IRA * Sara Galloway Rollover IRA * Gary Herman IRA * Inventron, Ltd. (Energy) * Lorraine Herman * Larry Hopfensinger TLCVision -- http://www.tlcvision.com/-- is North America's premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers' management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. TLC Vision (USA) Corporation, and two of its corporate affiliates filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del. Case No. 09-14473). The petition says assets and debts are $100 million to $500 million. The Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose LLP and Canadian restructuring counsel is the law firm of Torys LLP. The Company's financial advisor is Conway Del Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and notice agent. TOUSA INC: Commences Filing of Omnibus Claims Objections -------------------------------------------------------- In their first omnibus claims objection, Tousa Inc. and its units seek to deny, disallow, expunge, reduce or reclassify about 2,925 claims filed in their Chapter 11 cases. The Debtors object to the Claims for one or more of these reasons: * The Claims were filed after the applicable Bar Date has passed. * The Claim are identical to another proof of claim. * The Claims are related to proofs of claim that have been amended or superseded by another proof of claim. * The Claims were withdrawn by the claimants. * The Claims are facially defective. * The Claims are owed by a non-Debtor affiliate of the Debtors or a non-Debtor entity. * The Claims failed to specify the basis of the Claims. * The Claims are asserted by stockholders and bondholders, which were not required to file proofs of claim pursuant to the Bar Date Order dated March 17, 2008. * The Claims were docketed in error. * The Claims are asserted against (i) the wrong Debtor, (ii) more than one of the Debtors; or (iii) an unspecified Debtor. * The Claims were paid in full or will be payable in the ordinary course of the Debtors' business. * The Claims are not reflected in the Debtors' books and records. * The Claims assert improper amounts or failed to assert an amount. * The Claims are subject to setoff or recoupment on account of debts owed from the creditors to the Debtors. * The Claims are subject of litigation. * The Claims are contested claims arising from rescission of a purchase or sale of a security of the Debtors or their affiliates, for damages arising from the purchase or sale of that security, or for reimbursement or contribution allowed under Section 502 of the Bankruptcy Code. * The Claims relate to an executory contract that was assumed by the Debtors. * The Claims assert damages arising from rejection of unexpired non-residential real property leases. * The Claims are covered by applicable non-bankruptcy law. * The Claims are subject to an avoidance action. * The Claims assert a contingent right to payment pursuant to a guarantee agreement, an indemnity agreement or other contingent obligation of the Debtors. * The Claims were filed as unliquidated. A list of the Disputed Claims is available for free at: http://bankrupt.com/misc/TOUSA_1stOOClaims.pdf Kendale Responds Kendale Holdings, LLP, insists that Claim No. 729 was based on an Agreement for Purchase and Sale of Real Estate with Debtor TOUSA Homes, Inc., which states that all real estate and homeowner's association dues allocated to the subject lots will be prorated between the purchaser and seller at the closing. In this light, the Claim reflect prorations that were unknown at the time of the closings and were properly documented on the original invoice, Kendale points out. Thus, allowing the 1st Omnibus Claims Objection would be facilitating the Debtor's efforts to avoid its obligations, Kendale contends. 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. 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. TOUSA INC: Committee Retains Solomon Harris as Special Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Tousa Inc.'s cases sought and obtained the Court's authority to retain Laura Hatfield, Esq., and her law firm Solomon Harris as its special counsel. The Committee's request is in connection with an adversary complaint it initiated against Tennenbaum Multi-Strategy Master Fund and certain other defendants in the U.S. Bankruptcy Court for the Southern District of Florida. Tennenbaum Capital SPC and Fall Creek CLO Ltd., two of the defendants in the Adversary Proceeding, are Cayman Islands entities. The Committee thus wants to tap Ms. Hatfield and Solomon Harris for the limited purpose of effecting service of process on Tennenbaum Capital SPC and Fall Creek CLO Ltd. and providing it other legal services as may be required in the Cayman Islands during the pendency of the Adversary Proceeding. Solomon Harris' services will be paid according to the firm's customary hourly rates: Title Rate per Hour ----- ------------- Attorneys $525 to $595 Paraprofessionals $225 Ms. Hatfield will be the principal member of Solomon Harris working on the Committee engagement and will be paid $595 per hour for her services. Craig Powles, Esq., will be assisting Ms. Hatfield and will charge $525 per hour for his services. The firm estimates that the cost for the work to be rendered to the Committee would be between $1,500 and $2,000. Solomon Harris will also be reimbursed for necessary and reasonable expenses incurred. At the Committee, the Court rules that all fees and expenses incurred by Solomon Harris will be paid as administrative expenses of the Debtors' estates. Ms. Hatfield, a partner at Solomon Harris, relates that her firm does not hold or represent any interest adverse to the Committee, the Debtors, or the Debtors' estates, on the matters for which her firm is be engaged. Solomon Harris is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code, Ms. Hatfield maintains. 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. 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. TOUSA INC: Sets May 14 Lien Claims Bar Date ------------------------------------------- At TOUSA Inc.'s request, Judge Olson established May 14, 2010, at 5:00 p.m., as the deadline by which third parties who may be entitled under non-bankruptcy law to assert prepetition liens against the Debtors and their property are required to file proof of their prepetition materialsmen', mechanics', artisans', shippers', warehousemens' or other secured claims or take actions to perfect those Prepetition Liens under applicable non- bankruptcy law. With respect to secured claims, Section 506(a)(1) of the Bankruptcy Code defines a secured claim as "an allowed claim of a creditor secured by a lien on property in which the estate has an interest . . . to the extent of the value of such creditor's interest in the estate's interest in such property." The Bankruptcy Code also provides that failure to file a proof of claim does not invalidate a properly perfected claim. The Court previously entered an order, as amended, authorizing the Debtors to pay, up to an aggregate amount of $47 million to the Prepetition Lien Claimants regardless of whether the claimants have perfected those liens. As of January 31, 2010, the Debtors paid an aggregate of $26.8 million to the Prepetition Lien Claimants with the consent of the Official Committee of Unsecured Creditors' and the Debtors' prepetition secured lenders, Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, discloses. The Debtors now wish to clarify the rights and requirements of the remaining Prepetition Lien Claimants. Since the Lien Claims Order did not require the Prepetition Lien Claimants to take steps to perfect their rights under applicable state law, the Debtors believe that certain of the Prepetition Lien Claims may not have been perfected. Prepetition Lien Claimants who already filed a proof of claim by the Original General Claims Bar Date are not required to file a duplicate proof of claim pursuant to the Lien Claims Bar Date. If Lien Proofs of Claim are not timely filed, the Prepetition Lien Claimant asserting that Prepetition Lien is barred from asserting a statutory lien against the Debtors' property. Only original Lien Proofs of Claim will be deemed acceptable. Lien Proofs of Claim sent by facsimile or telecopy will not be accepted. With respect to the filing and preparation of each Lien Proof of Claim: (a) Each Lien Proof of Claim must be written in English; include a claim amount denominated in United States dollars; state a claim against a Debtor; be signed by the Prepetition Lien Claimant, or, if the Prepetition Lien Claimant is not an individual, by an authorized agent of the Prepetition Lien Claimant; and (b) Each Lien Proof of Claim must include supporting documentation or, if that documentation is voluminous, a summary of that documentation or an explanation as to why that documentation is not available. A Lien Proof of Claim may be filed without supporting documentation upon the prior written consent of the Debtors' counsel. Any Lien Claimant who is required, but fails, to file a Proof of Claim or perfect a Prepetition Lien by the Lien Claim Bar Date will be forever barred, estopped and enjoined from asserting such claim against the Debtors. The Debtors will serve the Lien Claims Bar Date on or before March 15, 2010. The Debtors will give notice of the Lien Claims Bar Date on or before March 15, 2010, as provided under Rule 2002(l) of the Federal Rules of Bankruptcy Procedures, to creditors to whom notice by mail is impracticable, including creditors whose identities are known but whose addresses are unknown by the Debtors. 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. 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. TP INC: Section 341(a) Meeting Scheduled for April 14 ----------------------------------------------------- The U.S. Trustee for the Eastern District of North Carolina will convene a meeting of creditors in TP, Inc.'s Chapter 11 case on April 14, 2010, at 10:00 a.m. The meeting will be held at USBA Creditors Meeting Room, 1760 B Parkwood Boulevard, Wilson, NC 27893. 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. Boone, North Carolina-based TP, Inc., filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. TP INC: Wants to Hire Ayers & Haidt as Bankruptcy Counsel --------------------------------------------------------- TP, Inc., has asked for permission from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ David J. Haidt, of Ayers & Haidt, P.A., as bankruptcy counsel. Ayers & Haidt will represent and assist the Debtor in carrying out the Debtor's duties under the provisions of Chapter 11 of the U.S. Bankruptcy Code. David J. Haidt says that Ayers & Haidt will be paid based on the hourly rates of its personnel: David J. Haidt $280 Paralegal and Law Clerk $90 Mr. Haidt assures the Court that Ayers & Haidt is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Boone, North Carolina-based TP, Inc., filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. TRIBUNE CO: L.A. Times to Sell Zetabid Stake for $10 ---------------------------------------------------- Debtor Los Angeles Times Communications LLC seeks the Court's authority to sell its interest in the Zetabid Holdings LLC joint venture on the terms and conditions of an LLC Membership Interest Purchase Agreement dated March 2, 2010. Zetabid is a national consumer brand which enables consumers to purchase bank- and builder-owned properties at public auctions. In June 2008, L.A. Times, together with two other companies, created Zetabid to expand access to the inventory of residential properties sold at auction and to open the market to domestic and international buyers. As of March 2, 2010, L.A. Times held a 66.67% interest in Zetabid, while Catalist Homes held the remaining 33.33% interest. Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, relates that since Zetabid's inception, L.A. Times has incurred an overall loss on its investment and has incurred costs in Zetabid. According to Ms. Stickles, L.A. Times believes it is unlikely that investment and costs will be recouped in the foreseable future. L.A. Times has determined it cannot justify continued investment of financial and creative resources in Zetabid, in light of its need to invest elsewhere in its business operations. In light of these considerations, L.A. Times and Catalist have negotiated the Purchase Agreement and related documents, which provide for the sale of L.A. Times' interest in Zetabid. Specifically, the transaction contemplates that, pursuant to the Purchase Agreement, Zetabid will purchase the total amount of L.A. Times' membership interest in Zetabid for an aggregate price of $10. The Purchase Agreement also contemplates that L.A. Times and Zetabid will each grant certain mutual, customary releases. As additional consideration, the management committee and the board of directors of Zetabid have entered into a Joint Written Consent, dated March 2, 2010, authorizing Zetabid to make a special distribution to L.A. Times in an amount equal to two-thirds the value of Zetabid's total assets, which amounts to approximately $200,000. Upon consummating the sale of L.A. Times' interest in Zetabid, the Parties will terminate all current and service agreements between Zetabid and L.A. Times related to L.A. Times' ownership of Zetabid. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: PHONES Trustee Sues LBO Lenders to Disallow Claims -------------------------------------------------------------- Wilmington Trust Company, as successor indenture trustee for the Exchangeable Subordinated Debentures due 2029 -- PHONES -- in the aggregate amount of approximately $1.2 billion files a complaint against JPMorgan Chase Bank, N.A.; et al., for equitable subordination and disallowance of claims, damages, and imposition of a constructive trust against property of the defendants. The named defendants are: * JPMorgan Chase Bank, N.A. * Morgan Securities Inc. * Merrill Lynch Capital Corporation * Merrill Lynch, Pierce, Fenner & Smith Incorporated * Citicorp North America, Inc. * Citibank, N.A. * Citigroup Global Markets, Inc. * Bank of America, N.A. * Banc of America Securities, LLC * Barclays Bank PLC * Morgan Stanley & Co. Inc. J.P. Morgan Chase Bank is administrative agent for the $8.028 billion Credit Agreement, dated May 17, 2007. Merrill Lynch Capital Corporation served as Administrative Agent for the $1.6 billion Senior Unsecured Interim Loan Agreement, dated as of December 20, 2007. Citicorp North America, Inc., and Bank of America, N.A., served as a co-documentation agents for the Senior Credit Facility and the Bridge Facility. Barclays Bank PLC served as co-documentation agent for the Senior Credit Facility. J.P. Morgan Securities is one of the lead arrangers for both the Senior Credit Facility and the Bridge Facility. Banc of America Securities LLC served as one of the lead arrangers for both the Senior Credit Facility and the Bridge Facility. Citigroup Global Markets, Inc., acted as financial advisor to Tribune Company in connection with the LBO and served as one of the lead arrangers for both the Senior Credit Facility and the Bridge Facility. Merrill, Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of MLCC, acted as financial advisor to Tribune Company in connection with the leveraged buy-out. Morgan Stanley & Co. Inc. was engaged by Tribune Company to act as a financial advisor to the Special Committee of the Board of Directors of Tribune Company in connection with the LBO. Citibank was the trustee under the PHONES indenture. Representing Wilmington Trust, Jennifer R. Hoover, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware, asserts that the PHONES were the particular target and victims of the scheme between Tribune Company and defendants Citigroup Global Markets, Inc.; Merrill, Lynch, Pierce, Fenner & Smith Incorporated; JP Morgan Chase Bank, N.A.; J.P. Morgan Securities; and Bank of America, N.A., in which the other defendants actively participated, to structure and execute the leveraged buyout in a manner that both Tribune and the Lead Banks foresaw would render Tribune insolvent and ultimately, drive it into bankruptcy, all at the expense of the PHONES, holders of an approximately $1 billion investment in Tribune. According to Ms. Hoover, the LBO fundamentally changed Tribune's capital structure in order to: (a) meet the demands of major shareholders of Tribune that they be cashed out; and (b) and transfer control of Tribune to Samuel Zell, a Chicago real estate developer. Ms. Hoovers maintains that to accomplish these purposes, Tribune obligated itself to buy out all of its existing shareholders, increased its total debt to over $13 billion to finance the LBO to guarantee that debt. Neither Tribune, its creditors nor the Guarantors benefited from incurring the LBO Debt, Ms. Hoovers avers. She adds that the Lead Banks structured the LBO knowing that it would add a tremendous amount of debt to Tribune and render it insolvent, but relied on the equity provided by the PHONES to cover that risk. "Defendants' misconduct in structuring and effectuating the LBO, including foisting the LBO Debt upon Tribune and obtaining the related guarantees and stock pledges, in a manner that rendered Tribune insolvent and, ultimately, bankrupt, to the direct detriment and at the expense of the PHONES, mandates equitable subordination of the defendants' claims to those of the PHONES holders," Ms. Hoovers tells the Court. Accordingly, Wilmington Trust asks the Court to: (a) disallow the claims of all defendants, including JPMCB and MLCC as Administrative Agents; (b) award damages against Citibank, N.A for its breach of fiduciary duties and equitable subordination and damages against the other defendants for aiding and abetting Citibank's breach of its fiduciary duties; (c) award a constructive trust over any property right, claim, interest, or other thing of value received and obtained by any of the defendants as a consequence of their wrongful conduct; and (d) to enter an order transferring to the Tribune estate of all liens securing the Bank Claims and the equitable subordination of all Bank Claims and other claims of defendants against Tribune to the claims of the PHONES. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Proposes to Amend $30 Mil. Credit Pact With Barclays ---------------------------------------------------------------- Tribune Company and its debtor affiliates seek authority from Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware to enter into an amended letter of credit agreement in an amount of up to $30,000,000 to be provided by Barclays Bank PLC, as postpetition agent and issuing bank, together with a syndicate of other financial institutions. The Debtors relate that on November 19, 2009, they repaid the then-current outstanding balance of the loans under the RLA of $170,000,000, of which $150,000,000 represented term loan borrowings and $20,000,000 represented the revolving line of credit borrowings. According to the Debtors, amounts repaid under the term loan were not available to be reborrowed, but they maintained the $75,000,000 revolving credit, subject to the conditions in the Extended Securitization Facility, including continued payment of a commitment fee on the unused portion of the revolving line of credit. Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, relates that the Debtors during the course of their Chapter 11 cases have accrued an available cash balance of approximately $1.42 billion as reported in the January 31, 2010 monthly operating report for Debtor Tribune Company. Given their significant available cash on hand, the Debtors no longer require the remaining, unused Extended Securitization Facility, and have terminated the securitization portion of the Amended Facilities, Ms. Stickles maintains. On February 25, 2010, the Debtors provided written notice of termination to Barclays that the borrower, Tribune Receivables, LLC, had elected to reduce the Revolving Commitments under the RLA to zero effective on February 26, 2010. The notice resulted in a Facility Termination Date of February 26, 2010, and a Final Payout Date of March 1, 2010, at which time the Debtors paid the Administrative Agent $12,500 in remaining fee obligations under that facility. The terms of the final payout and termination of the Extended Securitization Facility is available for free at: http://bankrupt.com/misc/Tribune_PayoutTermPact.pdf Mr. Stickles says the Debtors do not believe that Bankruptcy Court approval is required for the Termination Agreement, which was executed pursuant to the agreements previously approved under the Financing Orders. The Termination Agreement specifically provides that in reference to Financing Orders, the interest of the Administrative Agent and Lenders in the Collateral will be released. The Guaranty will remain in effect with respect to any Transaction Party Obligations arising from a term or provision of the RLA that by its terms survives termination of that agreement. Ms. Stickles tells the Court that although the Debtors have terminated the Extended Securitization Agreement, they intend to further amend and extend the Amended Letter of Credit Facility according to the terms provided for in Amendment No.3 to the Letter Agreement, a full-text copy of which is available for free at http://bankrupt.com/misc/Tribune_Am3LCA.pdf The Debtors assert that the Termination Agreement is not intended to modify or release any lien or interests of the Administrative Agent and the Lenders in the LC Cash Collateral, which will continue in full force and effect. By this Motion, the Debtors seek the Court's authority to, among others: (a) enter into Amendment No. 3 to the Letter of Credit Agreement, which, among other things, reduce the Commitment Amount to $30,000,000; (b) extend the Termination Date to the earlier to occur of (i) April 9, 2011, or (ii) other date on which the Commitments terminate pursuant to Section 9 of the Amended Letter of Credit Agreement; (c) continue to perform their reimbursement and other obligations under, and provide the required LC Cash Collateral under, the Letter of Credit Agreement, in an amount at least equal to 105% of the aggregate amount of Letter of Credit Liabilities; (d) grant to the LC Agent, the Issuing Bank and the Lenders priority in payment with respect to the obligations of Debtor Tribune Company and the other Debtors under the Amended Letter of Credit Agreement over any and all administrative expenses of the kind as specified in Sections 503(b) and 507(b) of the Bankruptcy Code other than in respect of the Carve-Out; and (e) continue the prior relief granted under the Final Financing Order and the Second Financing Order pertaining to the Amended Letter of Credit Facility. Parties Seek to File Fee Letter Under Seal In a separate filing, the Debtors and Barclays jointly seek the Court's authority to file under seal a fee letter. In connection with the provision of the proposed amended letter of credit facility, Tribune Company has, as is customary, agreed to pay certain fees and expenses to Barclays pursuant to a certain separate, confidential, fee letter. According to the Debtors, fees that Tribune Company pays in connection with the financing of its operations would not, typically, be something that Barclays, as a Lender, or any other lender similarly situated, would disclose to anyone. Recognizing that a certain degree of transparency and public scrutiny is a necessary part of the bankruptcy process, prior to the hearing on this Motion, the Debtors and Barclays thought it is reasonable and appropriate to disclose the Fee Letter to the U.S. Trustee, which they have done, Ms. Stickles tells the Court. The Debtors and Barclays assert that harm would ensue if the highly confidential information contained in the Fee Letter became public information. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TYSON FOODS: Fitch Affirms Issuer Default Rating at 'BB' -------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating and other debt ratings of Tyson Foods, Inc., and its Tyson Fresh Meats, Inc. subsidiary: Tyson -- Long-term IDR at 'BB'; -- ABL bank facility at 'BB+'; -- Senior unsecured notes due 2011 at 'BB-'; -- Convertible senior notes due 2013 at 'BB-'; -- Senior guaranteed unsecured notes due 2014 at 'BB'; -- Senior guaranteed unsecured notes due 2016 at 'BB'; -- Senior unsecured notes due 2018 at 'BB-'; -- Senior unsecured notes due 2028 at 'BB-'. TFM -- Senior secured notes due 2026 at 'BB+'. The Rating Outlook is Stable. These rating actions affect Tyson's $3.4 billion of total debt at the fiscal first quarter ended Jan. 2, 2010. Pro forma for approximately $446 million of debt reduction after quarter end, total debt is estimated at $3 billion. Tyson's ratings reflect its leading U.S. market positions, strong brand recognition and the diversification provided by its chicken, beef, pork and prepared foods businesses. These factors are partially offset by the low margin and often unpredictable nature of the commodity protein industry. Operating earnings and cash flow volatility combined with high debt levels have historically caused significant swings in Tyson's credit statistics. However, solid liquidity and declining debt levels are viewed positively. During the latest 12 month period ended Jan. 2, 2010, leverage -- defined as total debt-to-operating EBITDA -- was 2.5 times, an improvement over the 4.1x at the fiscal year ended Oct. 3, 2009. Operating EBITDA-to-gross interest expense was 4.2x, up from 2.7x at fiscal year end, and FFO (funds from operations) fixed charge coverage was 2.6x, up from 2.1x at fiscal 2009 year end. Current ratings incorporate Fitch's historical expectations that leverage would average 4.0x over the long-term. However, Fitch currently anticipates that Tyson's leverage will remain at significantly lower levels in the near term, providing room within the ratings. Improvement will be driven by continued debt reduction along with higher global protein demand and manageable production costs. While import restrictions related to various proteins and over production within chicken remain risks, Tyson should benefit from improved operating efficiencies and diversification across beef, pork and prepared foods. Leverage consistently in the mid-2.0x range or lower resulting from meaningful debt reduction, positive internally generated free cash flow and effective risk management practices could result in positive rating actions. Tyson's operating earnings have improved considerably over the past several quarters. During the most recent fiscal first quarter ended Jan. 2, 2010, each of the company's operating segments experienced significant year-over-year operating income growth and margin expansion. Chicken operating income increased to $78 million, after the segment experienced a $286 million loss during the first quarter of fiscal 2009, resulting in a margin of 3.2%. The chicken segment benefited from a lack of losses related to risk management transactions and strong volume growth. Profitability in pork and prepared foods has remained strong and the company's operating margin in beef improved to an unprecedented 4.4%, up from breakeven last year. Tyson has articulated normalized operating margins of 5%-7% for chicken, 1.5%-3% for beef, 3%-5% for pork and 4%-6% for prepared foods. Tyson has implemented new hedging policies, which Fitch will continue to monitor, to reduce earnings volatility associated with its risk management practices. Absent future losses associated with these transactions and a supply/demand imbalance in chicken, Fitch believes Tyson can generate chicken margins at the low end of its 5%-7% normalized range for the current fiscal year. Furthermore, despite an anticipated increase in livestock prices in 2010, improved operating efficiencies could help the company generate margins around normalized levels for beef, pork and prepared foods during fiscal 2010. Tyson generated $973 million of free cash flow (defined as cash flow from operations less capital expenditures and dividends) during the LTM period ended Jan. 2, 2010. Working capital has benefited from lower cost grain-related inventory and improved management of accounts receivable and payables. Fitch does not expect free cash flow to remain this high for the full fiscal 2010 year, given a significant increase in capital expenditures and that additional material improvements in working capital are not anticipated in the near-term. Tyson plans to spend approximately $600 million on capital expenditures in fiscal 2010, up from $368 million last year. On Jan. 2, 2010, Tyson had approximately $2 billion of liquidity consisting of $1.4 billion of cash and $598 million of ABL revolver availability, based on a borrowing base of $864 million at period end and $266 million of outstanding letters of credit. The ABL matures on March 9, 2012 or July 3, 2011, if Tyson's 8.25% senior unsecured notes due Oct. 1, 2011 are still outstanding. Financial covenants are limited to a springing fixed charge coverage ratio of 1.1x if availability falls to below 15% of the total commitment or $150 million. Significant upcoming debt maturities include $556 million of 8.25% unsecured notes due Oct. 1, 2011. Tyson repurchased $253 million of these notes, repaid its $140 million of 7.95% secured Tyson Fresh Meat notes due Feb. 1, 2010 and repurchased $53 million of its 7.85% guaranteed unsecured notes due April 1, 2016 after the end of the fiscal first quarter. The 2014 and 2016 senior unsecured notes are guaranteed by Tyson Fresh Meats, Inc. and its subsidiaries while the 2014 notes also benefit from an additional guarantee from substantially all of Tyson's domestic subsidiaries. Fitch expects Tyson to continue to aggressively pursue opportunities to repurchase debt over the near-term. Tyson's Jan. 12, 2010 amendment to its ABL credit facility helps ensure cash will be available to repay any outstanding balances on the 2011 notes. US CONCRETE: Has Substantial Doubt; In Talks for Restructuring -------------------------------------------------------------- U.S. Concrete, Inc., released its fourth quarter and year-end 2009 results. U.S. Concrete reported a net loss attributable to stockholders of $16.7 million on revenue of $119.85 million for the quarter ended December 31, 2009, compared with a net loss of $132.2 million on $173.32 million of revenue in the fourth quarter of 2008. For the full year 2009, the Company reported a net loss attributable to stockholders of $88.2 million on revenue of $534.48 million compared with a net loss of $132.45 million on revenue of $754.30 million for 2008. The Company's balance sheet at Dec. 31, 2009, showed assets of $392.37 million against debts of $402.56 million, for a stockholders' deficit of $10.19 million. The Company has retained financial and legal advisors to assist in evaluating potential strategies to strengthen its balance sheet. The Company also amended its credit agreement to provide access to an additional $5.0 million in liquidity and obtained waivers for certain potential future events. While the Company is currently in compliance with the provisions of its amended credit agreement, the continuing economic conditions impacting the ready-mixed concrete industry in the Company's markets and the impact of unusually severe winter weather have placed significant stress on the Company's liquidity position, which has further weakened in 2010. Commenting on the fourth quarter results and the restructuring process, Michael W. Harlan, the Company's President and Chief Executive Officer, said, "Our revenue was down about 30 percent, which was about what we expected as we began the quarter. We continue to experience challenging market conditions, which have negatively impacted our revenue, profitability and liquidity. We have implemented further cost control measures, including expanded wage freezes, elimination of our 401(k) matching contribution, reduction of employee benefits and emergency-only capital expenditures." Mr. Harlan continued, "2010 has gotten off to a slow start, with inclement weather causing delays in concrete projects in most of our markets. As a result, our volumes are approximately 20 percent lower than our expectations through February, which has added further pressure to our liquidity. From a restructuring perspective, we are working diligently to right size our capital structure and enhance our liquidity position. In light of these circumstances, we have initiated discussions with the lenders under our credit agreement, representatives of our 8- 3/8% senior subordinated notes and others regarding a permanent restructuring of our balance sheet. Such a restructuring would likely affect the 8-3/8% senior subordinated notes, our credit agreement and our outstanding common stock, and may be effected through negotiated modifications to the agreements related to those debt obligations or through other forms of in or out of court restructurings." The Company's net debt at December 31, 2009 was $292.3 million, up $4.2 million from September 30, 2009. The sequential quarterly increase in the Company's net debt was primarily related to a reduction in our cash balances. Net debt at December 31, 2009 was comprised of total debt of $296.5 million, less cash and cash equivalents of $4.2 million. Robert D. Hardy, Executive Vice President and Chief Financial Officer of U.S. Concrete, stated, "As of December 31, 2009, we have $4.2 million of cash on hand and $45.3 million of available borrowing capacity under our revolving credit facility. We had $16.7 million outstanding on our revolving credit facility and $11.6 million of letters of credit. However, the Company's liquidity (cash and revolver availability) has dropped significantly, to less than $25 million as of the end of February. Additional letters of credit to support our self insurance and surety bond programs and a reduction in the borrowing base computation due to significantly reduced sales volumes reduced our revolver availability." Mr. Hardy continued, "Absent a successful restructuring, there is substantial doubt about our ability to continue to operate as a going concern." A full text copy of the press release on the Company's fourth quarter results is available for free at: http://researcharchives.com/t/s?5826 Conference Call U.S. Concrete scheduled a conference call for Wednesday, March 10, 2010, at 10:00 a.m., Eastern time, to review its fourth quarter 2009 results. To participate in the call, dial (480) 629-9819 at least ten minutes before the conference call begins and ask for the U.S. Concrete conference call. A replay of the conference call will be available through Wednesday, March 17, 2010. To access the replay, dial (303) 590-3030 using the pass code 4255647. About U.S. Concrete U.S. Concrete (Nasdaq: RMIX) services the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and concrete-related products; and precast concrete. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. During 2008 (including acquired volumes), these plant facilities produced approximately 6.3 million cubic yards of ready-mixed concrete and 3.5 million tons of aggregates. * * * As reported by the Troubled Company Reporter on February 24, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S. Concrete to 'CC' from 'CCC+'. At the same time, S&P lowered the issue-level rating on the company's senior subordinated notes due 2014 to 'C' (one notch below the corporate credit rating) from 'CCC'. S&P revised the recovery rating to '6', indicating its expectation of negligible recovery (0%-10%) in the event of a payment default, from '5'. The rating outlook is negative. VALCOM INC: Posts $285,105 Net Loss in December 31 Quarter ---------------------------------------------------------- Valcom, Inc., filed its quarterly report on Form 10-Q, showing a net loss of $285,105 on $191,185 of revenue for the three months ended December 31, 2009, compared with a net loss of $444,723 on $66,269 of revenue for the same period of 2008. The Company's balance sheet as of Dec. 31, 2009, showed $1.4 million in assets and $2.7 million of debts, for a stockholders' deficit of $1.3 million. As reported in the Troubled Company Reporter on March 2, 2010, MaloneBailey, LLP, in Houston, expressed substantial doubt about ValCom, Inc. ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008. The independent auditors reported that the Company has suffered losses from operations and has a working capital deficit. In its Form 10-Q report, the Company says that in addition to the net loss, the Company has a negative cash flow from operations of $22,065 for the three months ended December 31, 2009, a working capital deficiency of $1.5 million and an accumulated deficit of $20.9 million at December 31, 2009. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?5849 Indian Rocks Beach, Fla.-based Valcom, Inc. (OTC BB: VLCO) -- http://www.valcom.tv/-- is a diversified, fully integrated, independent entertainment company that has been in operation since 1983. ValCom, Inc., through its operating divisions and subsidiaries, creates and operates full service facilities that accommodate film, television and commercial productions with its four divisions comprised of studio and rental, television and film, broadcasting, and live theater. On July 14, 2007, the Company voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company emerged from bankruptcy the following year. VISTEON CORP: Proposes to Employ Hammonds as UK Counsel ------------------------------------------------------- Visteon Corp. and its units seek permission from the Court to employ Hammonds LLP as their counsel with respect to legal issues arising under the laws of the United Kingdom, with a particular focus on pension-related matters nunc pro tunc to February 15, 2010. Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that Visteon UK Limited was a sponsor of a pension plan. He notes that on October 15, 2009, the Visteon UK Pension Trustees Limited, in its capacity as trustee of the VUK Plan and on behalf of the beneficiaries of the VUK Plan, and the Board of the Pension Protection Fund, filed proofs of claim against each of the Debtors, asserting contingent and unliquidated claims pursuant to the UK Pension Act 2004 and the UK Pensions Act 1995 for liabilities related to a funding deficiency of the VUK Plan. The Claims assert that the VUK Plan had a funding deficiency of approximately $555 million as of March 31, 2009. On June 26, 2009, the UK Pension Regulator advised KPMG LLP as administrators of VUK that it was investigating on whether to commence regulatory action to seek a "financial support direction" under Section 43 of the Pensions Act 2004. The UK Pensions Regulator also requested certain information from several Visteon entities, including the Debtors, as part of the investigation. The Debtors assert that there is no basis whatsoever for the exercise of the UK Pensions Regulator's "moral hazard" powers with respect to the VUK Plan. Mr. Billion notes that another subsidiary of Visteon International Holdings, Inc., located in the United Kingdom, Visteon Engineering Services, also has a pension plan on account of which the plan's trustee -- Visteon Engineering Services Pension Trustees Limited -- submitted proofs of claim against each of the Debtors, asserting contingent and unliquidated claims pursuant to the UK Pensions Act 2004 and the UK Pensions Act 1995 for liabilities related to an alleged funding deficiency of the VES Plan. Under the VES Claim, the UK Pensions Regulator advised the VES Plan trustee that it has begun investigating funding issues related to the VES Plan. The VES Claims assert that as of March 31, 2009, the VES Plan was underfunded by approximately $118.1 million. The Debtors thus seek the employment of Hammonds to address issues related to the ongoing pension plan investigations and the Pension Plan Claims. The Debtors have selected Hammonds, asserting that the firm is a well-respected, full service law firm with more than 500 attorneys in numerous specialty areas. The Debtors note that Hammonds employs 50 attorneys specializing in pension law and has extensive experience and knowledge in pension law practice. Moreover, the Debtors add, Hammonds has advised them on certain pension matters since 2002 and is therefore intimately familiar with the relevant issues. The Debtors propose to pay Hammonds between $235 to $707 per hour, subject to a 35% discount. The Debtors also seek to reimburse the firm for its actual and necessary expenses. The Debtors reveal that Hammonds previously provided them services as an ordinary course professional. However, starting in early February, they increased their use of Hammonds' services so that the firm expects going forward to generate fees in excess of the OCP Cap. The Debtors tell the Court that they owe Hammonds $5,874 for professional services incurred by the firm prior to the Petition Date. However, the Debtors note, Hammonds has agreed to waive all rights and interests in that claim. Jane Bullen, Esq., at Hammonds LLP, in London, United Kingdom, assures the Court that her firm is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors or their 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 Corporation 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: Retirees Raise Money in Fight to Keep Pensions ------------------------------------------------------------ A group of Visteon salaried retirees are working "to raise money to cover legal costs" in an effort to retain their pension benefits, The Detroit Free Press reports. The group calls themselves the Visteon Pension Plan Participant Ad Hoc Committee, with its core team members consisting of 6 Visteon salaried employees and 1 Visteon Group II salaried retiree. The core members are Chris, Hensel, Leo Jekot, Sam Khoury, Jim Kornacki, Ralph McNabb, Mary Murley and Shelly Thomopolous. The Ad Hoc Committee has established a Web site, under which it stated it is dedicated to the pursuit for the preservation of the Visteon Pension Plans. Among others, the Ad Hoc Committee sought the appointment of a pension committee in the bankruptcy cases of Visteon and its affiliates. The Ad Hoc Committee is represented by McDonald Hopkins LLC and Polsinelli Shughart PC. The Visteon retirees' concern stems from a provision in the December 2009 Chapter 11 Plan Visteon filed to the U.S. Bankruptcy Court for the District of Delaware, which proposes the transfer of the Company's pension liabilities to the Pension Benefit Guaranty Corp. The retirees are worried they might lose their pension benefits if the Visteon Pension Plans are turned over to the PBGC. Indeed, the PBGC has noted that the Pension Plan transfer could translate to the Visteon retirees losing close to $100 million in benefits, The Detroit Free Press relates. 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 Corporation 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: Union Wants Stay of OPEB Order -------------------------------------------- The IUE-CWA, Industrial Division of Communication Workers of America, AFL-CIO, CLC asks Judge Bankruptcy Judge Christopher Sontchi to stay the OPEB Order he issued last December 22, 2009, while the ruling is under appeal. The OPEB Order permits the Debtors to amend or terminate Post-Employment Health Care and Life Insurance Benefits for certain of their employees and surviving spouses. IUE-CWA asserts that the stay should be granted because the termination of medical benefits will irreparably harm approximately 2,100 retirees who earned and paid for those benefits over a life-time of service to the Debtors. IUE-CWA further asserts that (i) it has a likelihood of success on the merits of the appeal, (ii) issuance of a stay will not substantially injure the other parties-in-interest in the matter, and (iii) the public interest lies in favor of staying the OPEB Order. Currently, about 2,100 IUE-CWA retirees and their dependents are receiving or are eligible to receive medical benefits paid for by the Debtors. The IUE-CWA emphasizes that if the OPEB Order is not stayed, those retirees will be left in dire circumstances by the complete elimination of their healthcare benefits. The IUE-CWA filed a notice of appeal with the U.S. District Court for the District of Delaware on February 4, 2010, of Judge Sontchi's OPEB Order. 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 Corporation 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) WASHINGTON MUTUAL: Equity Panel Seeks to Intervene in Adv. Cases ---------------------------------------------------------------- The Official Committee of Equity Security Holders in Washington Mutual Inc.'s cases asked Judge Walrath to allow it to intervene in the adversary proceedings involving (i) WaMu's request for the turnover of $4 billion in funds held by JPMorgan Chase Bank, National Association, referred to as the "Turnover Proceeding," and (ii) JPMorgan's complaint against the Debtors, the Official Committee of Unsecured Creditors and the Federal Deposit Insurance Corporation to ensure that it is not divested of the assets and interests it purchased in good faith from the FDIC, as receiver for Washington Mutual Bank, referred to as the "JPMorgan Proceeding." The outcome of the Adversary Proceedings will have a significant impact on the ultimate recoveries available for equity security holders. "The Equity Committee's intervention in the Adversary Proceedings is necessary to allow it to exercise its fiduciary duties to assert and protect the equity security holders' interests," The outcome of the Adversary Proceedings will have a significant impact on the ultimate recoveries available for equity security holders. The Equity Committee's intervention in the Adversary Proceedings is necessary to allow it to exercise its fiduciary duties to assert and protect the equity security holders' interests," asserts Bradford J. Sandler, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware. The Equity Committee maintains that its intervention in the Adversary Proceedings will cause no prejudice or delay. In satisfaction of Rule 24(c) of the Federal Rules of Civil Procedure, Mr. Sandler specifies that Equity Committee seeks intervention with respect to: (i) the Debtors' complaint for turnover of estate property and the related responses of parties-in-interest in the Turnover Proceeding; and (ii) the Debtors' amended counterclaims in response to the Complaint of JPMorgan and related objections and responses in the JPMorgan Proceeding. The Equity Committee also asked the Court to waive the requirement to accompany its motion with a brief pursuant to Rule 7007-1 of the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: Equity Panel Sues to Get Shareholders Meet ------------------------------------------------------------- Washington Mutual, Inc., should be compelled to schedule and hold an annual shareholders' meeting on a certain date, pursuant to Sections 23B.07.030 and 23B.07.010 of the Revised Code of Washington, the Official Committee of Equity Security Holders insisted in an adversary complaint filed with the Court. According to Bradford J. Sandler, Esq., at Benesch, Friedlander Coplan & Aronoff LLP, in Wilmington, RCW 23B.07.010 requires a corporation "[to] hold an annual meeting of shareholders for the purpose of electing directors." RCW 23B.07.030(2) provides that the Court may summarily order a meeting to be held: (a) on application of any shareholder of the corporation entitled to vote in the election of directors at an annual meeting, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year, or 15 months after its last annual meeting or approval of corporate action by shareholder consent in lieu of that meeting; or (b) on application of a shareholder who executed a demand for a special meeting, if (i) notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or (ii) the special meeting was not held in accordance with the Notice. WaMu has failed to convene an annual shareholders meeting for nearly two years. Consequently, the Debtor has deprived the Equity Committee and other shareholders of useful and relevant information regarding WaMu's operations and has prevented them from nominating and voting for WMI directors, Mr. Sandler states. WaMu's 2007 fiscal year follows the calendar year and therefore, ended on December 31, 2007, for which WaMu's held its last annual shareholder meeting on or about April 20, 2008. However, for the Company's 2008 fiscal year, which ended on December 31, 2008, an annual WMI shareholders' meeting was not held within the next six-month period. Moreover, an annual WMI shareholders' meeting, approval of corporate action by shareholder consent in lieu of a meeting, was not held within the next 15 months. WaMu's latest fiscal year ended on December 31, 2009, but the Company has not set a date for an annual meeting of shareholders in 2010, "which, under WaMu's by-laws, would normally be held on April 20, 2010." Neither has WaMu taken any action by written consent to elect the Company's directors in lieu of an annual meeting, the Equity Committee laments. Mr. Sandler notes that WaMu has issued approximately 3 million shares of Class R Preferred Stock, approximately 20 million shares of Class K preferred stock, and approximately 1.7 billion shares of common stock. In this light, members of the Equity Committee, who are shareholders and beneficial owners of shares of WaMu preferred and common stock, are entitled to vote in the election of directors of the Company at an annual meeting, he avers. WaMu has also failed, as a publicly traded company, to submit any required annual and quarterly reports, including financial statements, with the U.S. Securities and Exchange Commission for two years, the Equity Committee reminds the Court. Sandler Withdraws Appearance as Equity Committee Counsel In a subsequent filing, Mr. Sandler withdrew his appearance before the Court as Delaware counsel to the Equity Committee. William P. Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware entered a notice of appearance as proposed Delaware counsel to the Equity Committee. Accordingly, pursuant to Rules 2002, 3017 and 9007 of the Federal Rules of Bankruptcy Procedure and Section 1109(b) of the Bankruptcy Code, the Equity Committee informed parties-in- interest that all notices and pleadings in the Debtors' cases will be served going forward on: William P. Bowden, Esq. Ashby & Geddes, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, Delaware 19899 Telephone: 302-654-1888 Facsimile: 302-654-2067 wbowden@ashby-geddes.com About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: Equity Panel Wants PSJC as Fin'l Advisor ----------------------------------------------------------- The Official Committee of Equity Security Holders in Washington Mutual Inc.'s cases seeks the Court's authority to retain Peter J. Solomon Company as its financial advisor and consulting expert, nunc pro tunc to February 12, 2010. The Equity Committee asserts that PJSC is qualified to act as its financial advisor and consultant in the Debtors' Chapter 11 cases because the firm has particular expertise in valuing complex businesses and providing expert testimony regarding valuation. PJSC also has expertise in working with distressed financial institutions, relates Bradford J. Sandler, Esq., at Benesch Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware. As financial advisor to the Equity Committee, PSJC is expected to: (1) advise and assist the Equity Committee in assessing the operating and financial performance of, and strategies for the Debtors as of or about the Petition Date, including reviewing and analyzing business plans and financial projections, and testing assumptions and comparing those assumptions to historical Company and industry trends; (2) advise and assist the Equity Committee in evaluating the Debtors and their assets and liabilities as of the Petition Date, including valuations proposed by any interested party; (3) advise and assist the Equity Committee in evaluating the claims made in the Chapter 11 cases, as well as evaluating tax assets and subsidiary or affiliate values; (4) advise and assist the Equity Committee in developing a solvency analysis of the Company as of the Petition Date; (5) advise and assist the Equity Committee in analyzing the Debtors' claims regarding seizure of their banking affiliates; (6) advise and assist the Equity Committee and Venable LLP as the Debtors' counsel in the course of any negotiations with the Company and its creditors and constituencies, including participation in meetings and telephone or video conferences; (7) if requested, to provide testimony with respect to the financial advisory and consulting expert services, specifically including testimony with respect to valuation issues or in connection with the Equity Committee's prosecution of claims; and (8) render other financial advisory and consulting expert services as may be agreed upon by PJSC, the Equity Committee and Venable. The services of PJSC are necessary to enable the Equity Committee to assess and monitor the efforts of the Debtors and advisors to maximize the value of their estates and to reorganize successfully, Mr. Sandler asserts. The Equity Committee propose to entitle PJSC to a $175,000 advisory fee per month, subject to certain adjustment mechanisms. PSJC will also be reimbursed for necessary out-of-pocket expenses that it may incur. The Equity Committee and PJSC acknowledge that during the course of the Debtors' Chapter 11 cases, there may be months in which the level of services to be provided by PJSC is "materially diminished or is in excess of the level contemplated currently by the parties." Accordingly, the parties agree that the Monthly Fee "may be adjusted downward" based on a mutually agreed upon amount during those months. The Equity Committee may also recommend to the Court the payment of an additional fee to PJSC. Any adjustment will be reviewed by the Equity Committee and PJSC each month. The Debtors will indemnify and hold harmless PJSC and its affiliates from and against any losses, claims or proceedings (i) related to or arising out of oral or written information provided by the Debtors, or other action or failure to act by the Debtors, or (ii) otherwise related to or arising out of the parties' Engagement Agreement or any transaction or conduct in connection with the Equity Committee's retention of PJSC. The Debtors will have no obligation to indemnify PJSC or provide contribution or reimbursement to PJSC for: * any claim or expense that is judicially determined to have arisen from PJSC's bad faith, self-dealing, breach of fiduciary duty, gross negligence or willful misconduct; * a contractual dispute in which the Debtors allege the breach of PJSC's contractual obligations unless the Court determines that indemnification, contribution or reimbursement would be permissible; or * any claim or expense that is settled prior to a judicial determination to be a claim or expense for which PJSC should not receive indemnity under the terms of the Engagement Agreement. Anders J. Maxwell, a managing director at PJSC, assures the Court that his firm is eligible to represent the Equity Committee under Section 1103(b) of the Bankruptcy Code, as it does not represent any other entity having an adverse interest in connection with the Debtors' cases. He contends that PJSC is a "disinterested person" as the term under defined in Section 101(14) of the Bankruptcy Code. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WESTERN REFINING: S&P Downgrades Corporate Credit Rating to 'B' --------------------------------------------------------------- Standard & Poor's Ratings Services took several rating actions on oil refiners following an industry review. S&P lowered the corporate credit rating on Western Refining Inc. to 'B' from 'B+' and placed the rating on CreditWatch with negative implications. At the same time, S&P lowered the senior secured rating to 'B+' from 'BB-' and the senior unsecured rating to 'CCC+' from 'B-'. S&P has placed its ratings on CITGO Petroleum Corp., including the 'BB-' corporate credit rating, on CreditWatch with negative implications. In addition, S&P has placed its ratings on Alon USA Energy Inc. and its subsidiary, Alon Refining Krotz Springs Inc., including the 'B+' corporate credit ratings, on CreditWatch with negative implications. Finally, S&P has placed its ratings on United Refining Co., including the 'B' corporate credit rating, on CreditWatch with negative implications. The downgrade on Western reflects S&P's concern about Western's poor operating performance and liquidity profile, which S&P think could decline markedly throughout 2010 due to challenging refinery conditions and high capital and interest spending, which S&P expects to total about $250 million for the year. While the company indicated that liquidity at March 4, 2010, stood at $225 million (which S&P would consider adequate under normal operating conditions), S&P believes that cash flow will be inadequate during 2010 to meet most of Western's fixed costs. As a result, S&P expects that liquidity could decline meaningfully. To resolve the CreditWatch, S&P plan to address with management its plans to address liquidity and operate in this difficult environment. The CreditWatch on CITGO reflects S&P's concerns that its financial performance will fall below its expectations in the first part of 2010 due to poor industry conditions. It also reflects uncertainty as to when refining conditions will improve. In 2010, CITGO is slated to spend close to $500 million in capital, which based on current operating performance could meaningfully outstrip the company's cash flow. Liquidity is currently adequate for the rating, primarily because its parent and largest crude supplier, PDVSA, has repaid more than $500 million of its $1 billion receivable. The receivable is set to be repaid in the fourth quarter and if industry conditions do not improve, the company's liquidity could quickly erode. Furthermore, in a period of thin profitability, CITGO also faces refinancing risk associated with its recently amended revolving credit facility due November 2010. The CreditWatch on Alon and its subsidiary reflects S&P's concerns that continued weak economic conditions and lack of cash flow generation could result in very weak financial performance and weaken Alon's liquidity through 2010. Lower demand for refined products has prevented the industry from generating cash flow which, combined with weak crack margins and poor crude oil differentials, have depressed profitability substantially. S&P's CreditWatch placement on United reflects its concern about United's liquidity position in light of difficult operating environment. S&P believes United's liquidity levels will be below that of previous years heading into the paving season because of the usual heavy crude inventory stockpiling as well as weak refining conditions. S&P also thinks that its financial performance will likely continue to be very weak. S&P plans to resolve the CreditWatch on these companies within three months. * Lehman Still Leads in Traded Bankruptcy Claims ------------------------------------------------ Claims in the total face amount of $723.8 million were traded in February 2010, reported SecondMarket Inc., which is tracking 500 Chapter 11 cases. The statistics, based on claim transfer notices filed with bankruptcy courts, said once more, Lehman Brothers Holdings held on to the top spot with a total face value of $620MM in claims transferred with an average of $5.7MM a trade and 108 claims transferred. Furthermore, Lehman settled all collateral claims with JP Morgan for just under $557MM. General Growth Properties Inc., which ed the headlines this month with its potential buyout by either Simon Properties or Brookfield Asset Management, had the second highest claims transferred in terms of dollar value with a total face value of $40MM in transfers. Once again, Smurfit-Stone Container Corp. led with the most amount of claims transfers, representing 42% of all transfers during February. Smurfit-Stone now has over 2,200 transfers since its chapter 11 filing back in January of 2009. Penn Traffic Co. entered into the list of top 10 debtors by number of claims transferred for the first time with 41 trades totaling almost $1MM. Debtor Flying J Inc. had 151 transfers this month, 131 of which transferred after it filed the disclosure statement to their plan of reorganization. Flying J will hold an auction on March 19 for its Big West of California division. Most Actively Traded Bankruptcy Cases For February A. By Dollar Amount of Claims Transferred Face Avg. Claim Debtor Transfers Amount Amount ----- -------- ----- ------ Lehman Brothers Holdings Inc. 108 $620,378,636 $5,744,247 General Growth Properties Inc. 10 $40,364,478 $4,036,448 Smurfit-Stone Container Corp. 604 $11,650,206 $19,288 ASARCO LLC 20 $10,398,218 $519,911 Finlay Enterprises Inc. 18 $6,805,086 $378,060 Chemtura Corp. 75 $6,590,629 $87,875 Nortel Networks Inc. 9 $5,839,408 $648,823 Royce International Investment Co. 1 $3,361,518 $3,361,518 Spansion Inc. 17 $3,089,754 $181,750 Tribune Co. 42 $2,716,453 $64,677 B. By Number of Claims Transferred Face Avg. Claim Debtor Transfers Amount Amount ----- -------- ----- ------ Smurfit-Stone Container Corp. 604 $11,650,206 $19,288 Flying J Inc. 151 $2,620,524 $17,354 Lehman Brothers Holdings Inc. 108 $620,378,636 $5,744,247 Chemtura Corp. 75 $6,590,629 $87,875 FairPoint Communications Inc. 65 $316,582 $4,870 Cooper-Standard Holdings Inc. 47 $987,847 $21,018 Tribune Co. 42 $2,716,453 $64,677 Penn Traffic Co. 41 $936,137 $22,833 Magna Entertainment Corp. 30 $132,324 $4,411 TXCO Resources Inc. 24 $552,497 $23,021 A copy of SecondMarket's Claims Trading Monthly Newsletter for February is available at: http://bankrupt.com/misc/SecondMarket_Feb2010_ClaimsReport.pdf SecondMarket Inc. describes itself as the largest secondary market for illiquid assets. SecondMarket says the bankruptcy claims market is estimated to be a $500+ billion marketplace ($1+ trillion including Lehman Brothers), of which nearly $300 billion consists of general unsecured claims. However, only a fraction of that market has traded historically, which is usually concentrated in the largest bankruptcy cases. According to SecondMarket analysis, during the 12 months between January and December 2008, under $2.0 billion in unsecured claims changed hands, or less than 5% of the estimated market. * Fitch: 2 More Failures Push Bank TruPS CDO Defaults to 11% ------------------------------------------------------------ Bank default rates within U.S. TruPS CDOs increased this past month to 11% with two additional bank failures last month, according to the latest default and deferral index results from Fitch Ratings. The bank deferral rate remained at 16.7% during the same period. Six new banks began deferring on their trust preferred securities in February. 'Poor performance has been most prevalent for banks in the West Coast, Midwest, Plains and Mountains, and Southeast states,' said Managing Director Kevin Kendra. The largest concentration of defaults by notional amount is located in West Coast states with $1.5 billion from 19 closures as of February 2010. However, 'the greatest number of defaults occurred in Southeast states with 28 closures,' said Mr. Kendra. The newly defaulted bank issuers adversely affected eight TruPS CDOs. Additionally, the deferrals impacted interest proceeds on $56 million of collateral held by these CDOs. In February 2010, the cumulative combined default and deferral rate held at 27%. Fitch's Bank Default and Deferral Index tracks defaults and deferrals by banks and bank holding companies within Fitch's rated universe of 85 bank TruPS CDOs (encompassing approximately $37.6 billion of bank collateral originated). The index includes all types of securities issued by banks and bank holding companies such as TruPS and senior and subordinated debt. Fitch will publish the Index results during the first full week of every month. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Noel Leslie Shaw aka Shaw Chiropractic Debra Lynn Shaw aka Alternatives In Health Care Bankr. Ariz. Case No. 10-05436 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/azb10-05436.pdf In Re NSHE Horse Cave LLC Bankr. Ariz. Case No. 10-05358 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Suncrest Associates, LLC Bankr. Ariz. Case No. 10-05357 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Michael Wood aka Mike Wood Bankr. E.D. Calif. Case No. 10-25046 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Maverick Demolition, Inc. Bankr. N.D. Fla. Case No. 10-30358 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/flnb10-30358.pdf In Re Alvin George Hamilton Bankr. S.D. Fla. Case No. 10-15345 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/flsb10-15345.pdf In Re Guy Lawrence Henderson Bankr. S.D. Fla. Case No. 10-15287 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re John Howard Kunkel, III Angela Helen Williamson aka Angela Helen Williamson-Kunkel Bankr. S.D. Fla. Case No. 10-15263 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/flsb10-15263.pdf In Re IC-International Concepts Corporation Bankr. N.D. Ga. Case No. 10-20959 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Ames Supply Company aka American Custom Coating Bankr. N.D. Ill. Case No. 10-08785 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/ilnb10-08785.pdf In Re Jake Retail Group, LLC dba Jake Bankr. N.D. Ill. Case No. 10-08834 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/ilnb10-08834.pdf In Re David Ridgway Patricia Ridgway Bankr. Md. Case No. 10-14234 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re The Nikitas Inn of Kingston, Inc. Bankr. Mass. Case No. 10-12192 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/mab10-12192.pdf In Re Wings & Wheels Delivery, Inc. fdba G & W Management, Inc. Bankr. E.D. Mich. Case No. 10-46481 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/mieb10-46481p.pdf See http://bankrupt.com/misc/mieb10-46481c.pdf In Re Active Machine and Tool, Inc. Bankr. W.D. Mich. Case No. 10-02548 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/miwb10-02548p.pdf See http://bankrupt.com/misc/miwb10-02548c.pdf In Re Frederick J. Haveman Bankr. W.D. Mich. Case No. 10-02533 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/miwb10-02533.pdf In Re Shelton Builders, Inc. Bankr. S.D. Miss. Case No. 10-50468 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/mssb10-50468.pdf In Re A & A Recycling-Leasing, LLC Bankr. Neb. Case No. 10-80571 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/neb10-80571p.pdf See http://bankrupt.com/misc/neb10-80571c.pdf In Re Nicholas R. Saeger Janet S. Saeger Bankr. Neb. Case No. 10-80569 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/neb10-80569.pdf In Re Richard Martin Kempton Camille Sue Kempton Bankr. Nev. Case No. 10-13385 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/nvb10-13385.pdf In Re Uriel Property Management LLC Bankr. E.D. N.Y. Case No. 10-71302 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Mira Enterprises LLC Bankr. S.D. Ohio Case No. 10-31163 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/ohsb10-31163.pdf In Re Stone Specialities & Landscape Management Firm, Inc. Bankr. E.D. Pa. Case No. 10-11609 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/paeb10-11609.pdf In Re Stacy Jo's Ice Cream, Inc. dba Bruster's Bankr. W.D. Pa. Case No. 10-21387 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/pawb10-21387.pdf In Re Classic Display, Inc. Bankr. R.I. Case No. 10-10837 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/rib10-10837.pdf In Re Cronan Realty, LLC Bankr. R.I. Case No. 10-10836 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/rib10-10836.pdf In Re Gina Lisa Kelly Bankr. S.C. Case No. 10-01503 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/scb10-01503.pdf In Re Dean Alan Rivard dba Protect Security Bankr. E.D. Texas Case No. 10-60222 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/txeb10-60222.pdf In Re Jenkam Builders, LP Bankr. N.D. Texas Case No. 10-31592 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/txnb10-31592.pdf In Re Miller Avenue Real Estate Group, LLC Bankr. N.D. Texas Case No. 10-41570 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re New Vision Value Homes Inc. Bankr. N.D. Texas Case No. 10-41569 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Christ Healing Church Bankr. S.D. Texas Case No. 10-31888 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/txsb10-31888.pdf In Re Real Pro's Inc. Bankr. S.D. Texas Case No. 10-31829 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Eduardo Andres Jacaman Bankr. W.D. Texas Case No. 10-50840 Chapter 11 Petition Filed March 2, 2010 See http://bankrupt.com/misc/txwb10-50840.pdf In Re Freewater Lane, LLC Bankr. W.D. Texas Case No. 10-10576 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Robert Roland Langguth Claudia Lee Langguth Bankr. W.D. Texas Case No. 10-10581 Chapter 11 Petition Filed March 2, 2010 Filed As Pro Se In Re Athens Foot Center, LLC Bankr. N.D. Ala. Case No. 10-80810 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/alnb10-80810.pdf In Re Cesar Chavez Learning Community, Inc., An Arizona Non-Profit Corporation Bankr. Ariz. Case No. 10-05532 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/azb10-05532.pdf In Re CRS Aerospace LLC Bankr. Ariz. Case No. 10-05555 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/azb10-05555p.pdf See http://bankrupt.com/misc/azb10-05555c.pdf In Re Raymund Gonzalez Bankr. C.D. Calif. Case No. 10-17740 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/cacb10-17740.pdf In Re Craig Hutchinson Cynthia Hutchinson Bankr. N.D. Calif. Case No. 10-42312 Chapter 11 Petition Filed March 3, 2010 Filed As Pro Se In Re Lillian Michele Martin Bankr. M.D. Fla. Case No. 10-01685 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/flmb10-01685.pdf In Re Metrowest Shoppes and Restaurants Ltd. Bankr. M.D. Fla. Case No. 10-03332 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/flmb10-03332.pdf In Re Stephen Jack Wyatt Sexton Bankr. M.D. Fla. Case No. 10-04828 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/flmb10-04828.pdf In Re A Wizard Locksmith, Inc. Bankr. S.D. Fla. Case No. 10-15401 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/flsb10-15401.pdf In Re Fredcind Enterprises, Inc. Bankr. S.D. Fla. Case No. 10-15403 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/flsb10-15403.pdf In Re Gander Partners LLC Bankr. N.D. Ill. Case No. 10-08877 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/ilnb10-08877.pdf In Re Copper Peak Development Corporation Bankr. N.D. Ill. Case No. 10-08879 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/ilnb10-08879.pdf In Re PrairieView Development Corporation Bankr. N.D. Ill. Case No. 10-08882 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/ilnb10-08882.pdf In Re SD & S Trucking LLC Bankr. Kan. Case No. 10-10527 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/ksb10-10527p.pdf See http://bankrupt.com/misc/ksb10-10527c.pdf In Re Morgan Sales Associates, LLC Bankr. Mass. Case No. 10-12224 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/mab10-12224p.pdf See http://bankrupt.com/misc/mab10-12224c.pdf In Re Steve Varney Bankr. W.D. Mo. Case No. 10-60440 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/mowb10-60440.pdf In Re Arthur Groom Bankr. N.J. Case No. 10-16047 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/njb10-16047.pdf In Re JGAG Associates, Inc. dba Blasco HVAC Supply, Inc. dba Blasco Supply, Inc. Bankr. E.D. N.Y. Case No. 10-41744 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/nyeb10-41744.pdf In Re 830 E. 163 St. Corp. Bankr. S.D. N.Y. Case No. 10-22385 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/nysb10-22385.pdf In Re Master Tech Transmissions Inc. Bankr. S.D. N.Y. Case No. 10-35586 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/nysb10-35586.pdf In Re 3942, LLC Bankr. N.D. Ohio Case No. 10-11662 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/ohnb10-11662.pdf In Re Box One Corporation Bankr. N.D. Ohio Case No. 10-11663 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/ohnb10-11663.pdf In Re Dale J. Fleming Bankr. N.D. Ohio Case No. 10-11653 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/ohnb10-11653.pdf In Re Sea Management Corporation Bankr. Puerto Rico Case No. 10-01671 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/prb10-01671.pdf In Re Internacional de Camiones Y Maquinaria, Inc. Bankr. S.D. Texas Case No. 10-70171 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/txsb10-70171p.pdf See http://bankrupt.com/misc/txsb10-70171c.pdf In Re Lunchbox Deli, LLC aka Wing Stop Restaurant Bankr. S.D. Texas Case No. 10-31921 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/txsb10-31921.pdf In Re Alexandria Surveys International LLC Bankr. E.D. Va. Case No. 10-11559 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/vaeb10-11559.pdf In Re North Shore Capital, Inc. Bankr. E.D. Va. Case No. 10-11564 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/vaeb10-11564p.pdf See http://bankrupt.com/misc/vaeb10-11564c.pdf In Re Keith A. Wharton Edith B. Wharton Bankr. W.D. Wash. Case No. 10-12319 Chapter 11 Petition Filed March 3, 2010 See http://bankrupt.com/misc/wawb10-12319.pdf In Re Mark Richard Bonsack Bankr. W.D. Wash. Case No. 10-12325 Chapter 11 Petition Filed March 3, 2010 Filed As Pro Se In Re Bass Hill, LLC Bankr. Ariz. Case No. 10-05640 Chapter 11 Petition Filed March 4, 2010 Filed As Pro Se In Re BJ Gunner Development CA, LLC Bankr. Ariz. Case No. 10-05669 Chapter 11 Petition Filed March 4, 2010 Filed As Pro Se In Re BJ Gunner Investments, LLC Bankr. Ariz. Case No. 10-05661 Chapter 11 Petition Filed March 4, 2010 Filed As Pro Se In Re Getnet, Inc. Bankr. Ariz. Case No. 10-05688 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/azb10-05688.pdf In Re Ocean Plaza, LP Bankr. Ariz. Case No. 10-05666 Chapter 11 Petition Filed March 4, 2010 Filed As Pro Se In Re Roosevelt 217, LP Bankr. Ariz. Case No. 10-05662 Chapter 11 Petition Filed March 4, 2010 Filed As Pro Se In Re Elberta Bend Plantation, a Partnership Bankr. E.D. Ark. Case No. 10-11501 Chapter 11 Petition Filed March 4, 2010 Filed As Pro Se In Re 500 West Broadway, L.P. Bankr. S.D. Calif. Case No. 10-03532 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/casb10-03532.pdf In Re Norman Albert Scott Bankr. S.D. Fla. Case No. 10-15533 Chapter 11 Petition Filed March 4, 2010 Filed As Pro Se In Re SGS Logistic Services, Inc. Bankr. N.D. Ill. Case No. 10-09096 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/ilnb10-09096.pdf In Re RTC Properties, LLC Bankr. M.D. Ga. Case No. 10-40287 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/gamb10-40287.pdf In Re Madonna Heritage, Inc. Bankr. Md. Case No. 10-14486 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/mdb10-14486.pdf In Re L & W Holdings, LLC Bankr. Mass. Case No. 10-12248 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/mab10-12248.pdf In Re 1691 HORIZON #G, LLC Bankr. Nev. Case No. 10-13503 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/nvb10-13503.pdf In Re Two With Inc. Bankr. E.D. N.Y. Case No. 10-71364 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/nyeb10-71364.pdf In Re Aurora Home Care, Inc. dba Family Directed Home Care Bankr. W.D. N.Y. Case No. 10-10761 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/nywb10-10761.pdf In Re TL Ventures,LLC Bankr. E.D. N.C. Case No. 10-01712 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/nceb10-01712.pdf In Re James Alonzo Sowell Bankr. M.D. Tenn. Case No. 10-02347 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/tnmb10-02347.pdf In Re Broadway Frozen Food Lockers, Inc. of San Antonio Bankr. W.D. Texas Case No. 10-50873 Chapter 11 Petition Filed March 4, 2010 See http://bankrupt.com/misc/txwb10-50873.pdf In Re Debra Laseter Bankr. Ariz. Case No. 10-05903 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/azb10-05903.pdf In Re Greater Years Inc. Bankr. C.D. Calif. Case No. 10-16186 Chapter 11 Petition Filed March 5, 2010 Filed As Pro Se In Re UST Development, Inc. Bankr. C.D. Calif. Case No. 10-16297 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/cacb10-16297p.pdf See http://bankrupt.com/misc/cacb10-16297c.pdf In Re New Healdsburg Venture, LP Bankr. N.D. Calif. Case No. 10-10760 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/canb10-10760.pdf In Re Brenchel Holdings, LLC Bankr. M.D. Fla. Case No. 10-04977 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/flmb10-04977.pdf In Re Dalor Holdings, LLC Bankr. M.D. Fla. Case No. 10-04976 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/flmb10-04976.pdf In Re 488 Sunny Isles, Inc. Bankr. S.D. Fla. Case No. 10-15607 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/flsb10-15607p.pdf See http://bankrupt.com/misc/flsb10-15607c.pdf In Re Tennille and Co. Bankr. N.D. Ga. Case No. 10-66762 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/ganb10-66762.pdf In Re D&P Plumbing Co., Inc. Bankr. S.D. Ga. Case No. 10-10567 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/gasb10-10567.pdf In Re Donald Johnson Bankr. Minn. Case No. 10-31516 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/mnb10-31516.pdf In Re First Products, Inc. Bankr. Minn. Case No. 10-41610 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/mnb10-41610.pdf In Re Kevin P. Meyer Holly L. Meyer Bankr. Neb. Case No. 10-80616 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/neb10-80616.pdf In Re Crighton Assets Holdings, LLC Bankr. Nev. Case No. 10-13610 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/nvb10-13610.pdf In Re David Dwayne Benefield Cynthia Sue Benefield Bankr. N.M. Case No. 10-11077 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/nmb10-11077.pdf In Re Nash Printing, Inc. dba Sir Speedy Bankr. E.D. N.Y. Case No. 10-71391 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/nyeb10-71391.pdf In Re All South Supply, Inc. Bankr. W.D. N.C. Case No. 10-30582 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/ncwb10-30582.pdf In Re Tom Harmon Logging, LLC Bankr. Ore. Case No. 10-61132 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/orb10-61132.pdf In Re Papavilla, Inc. Bankr. E.D. Pa. Case No. 10-11701 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/paeb10-11701.pdf In Re No. 1 Contracting Corporation Bankr. M.D. Pa. Case No. 10-01755 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/pamb10-01755.pdf In Re S-Jet Southwest, L.L.C. Bankr. S.D. Texas Case No. 10-31954 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/txsb10-31954.pdf In Re La Estancia, Inc. Bankr. W.D. Texas Case No. 10-30480 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/txwb10-30480.pdf In Re RCM, LLC Bankr. W.D. Wis. Case No. 10-11590 Chapter 11 Petition Filed March 5, 2010 See http://bankrupt.com/misc/wiwb10-11590.pdf In Re McIntyre Building Company, Inc. Bankr. M.D. Ala. Case No. 10-30558 Chapter 11 Petition Filed March 6, 2010 See http://bankrupt.com/misc/almb10-30558.pdf In Re Raymond Gene LeGrue Sharon Rene LeGrue Bankr. Alaska Case No. 10-00170 Chapter 11 Petition Filed March 6, 2010 See http://bankrupt.com/misc/akb10-00170.pdf In Re Wiliam D. Lainhart aka Daryl Lainhart aka Darrell Lainhart Irene M. Lainhart aka Mattie F Lainhart Bankr. E.D. Ark. Case No. 10-11465 Chapter 11 Petition Filed March 6, 2010 See http://bankrupt.com/misc/areb10-11465.pdf In Re 7597 Pearl Road LLC Bankr. N.D. Ohio Case No. 10-11788 Chapter 11 Petition Filed March 6, 2010 See http://bankrupt.com/misc/ohnb10-11788.pdf In Re Innes T. McIntyre, IV Bankr. M.D. Ala. Case No. 10-30570 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/almb10-30570.pdf In Re Gerald Walker Lowe aka Jerry Lowe Laurie Michelle Lowe Bankr. Ariz. Case No. 10-06077 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/azb10-06077.pdf In Re Foresight Tierra LLC Bankr. Ariz. Case No. 10-06136 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/azb10-06136.pdf In Re Grigor Bakchadjian Marine Zargaryan Bankr. C.D. Calif. Case No. 10-18475 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/cacb10-18475.pdf In Re Tech Craft, Inc. Bankr. C.D. Calif. Case No. 10-12897 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/cacb10-12897.pdf In Re Commonwealth Investment & Development Corporation Bankr. S.D. Calif. Case No. 10-03719 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/casb10-03719.pdf In Re Thomas Smiley, III Bankr. S.D. Calif. Case No. 10-03716 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/casb10-03716p.pdf See http://bankrupt.com/misc/casb10-03716c.pdf In Re Penni Lane, LLC Bankr. Colo. Case No. 10-14707 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/cob10-14707p.pdf See http://bankrupt.com/misc/cob10-14707c.pdf In Re Actors Studio Inc. dba John Robert Powers Bankr. Md. Case No. 10-14778 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/mdb10-14778.pdf In Re Henry Michael Kolbuch Bankr. E.D. Mich. Case No. 10-47119 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/mieb10-47119p.pdf See http://bankrupt.com/misc/mieb10-47119c.pdf In Re JB Restaurants, LLC aka Indigo Joe's; Indigo Joe's Sports Pub & Restaurant Bankr. W.D. Mo. Case No. 10-60460 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/mowb10-60460.pdf In Re Eric A. Freiwald Kelli R. Freiwald Bankr. W.D. Pa. Case No. 10-21527 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/pawb10-21527.pdf In Re JDR Corporation dba Access Mobility Systems dba Disabled Dealer Magazine dba Wheelchair Getaways Bankr. W.D. Wash. Case No. 10-12505 Chapter 11 Petition Filed March 8, 2010 See http://bankrupt.com/misc/wawb10-12505.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, 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 2010. 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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