/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100415.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 15, 2010, Vol. 14, No. 103 Headlines ADMIRAL CONSTRUCTION: Case Summary & Creditors List ADVANCED MICRO: Has $325MM Non-Cash Gain on GF Deconsolidation ADVANCED MICRO: Prudential Financial No Longer Holds Shares ADVANCED MICRO: RiskMetrics Recommends Incentive Plan Changes AMERICAN HOMEPATIENT: Enters Into 10th Forbearance Deal on Debt AMERICAN RESIDENTIAL: S&P Gives Neg. Outlook; Affirms 'B' Rating AMIR'S ANTIQUES: Case Summary & 6 Largest Unsecured Creditors ARLIE & COMPANY: Files Amended Schedules of Assets and Liabilities ASSOCIATED MATERIALS: Reports $24,073,000 Net Income for 2009 ATP OIL: S&P Assigns Corporate Credit Rating at 'B' BALLY TECHNOLOGIES: Moody's Assigns 'Ba2' Rating on $75 Mil. Loan BAKARR ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors BEAZER HOMES: Deutsche Bank Holds 4.61% of Common Stock BAINBRIDGE SHOPPING: Files for Chapter 11 Protection BAUSCH & LOMB: Moody's Gives Stable Outlook; Affirms 'B2' Ratings BERRY CHILL: Files for Chapter 11 Bankruptcy Protection BLOCKBUSTER INC: Icahn Ceases to Be More Than 5% Shareholder BLOCKBUSTER INC: Meyer Advised on $140MM Cost Savings Plan BUFFETS HOLDINGS: Trustee Sues Former Owners Sentinel & Caxton BUTTRUM GOODYEAR: Voluntary Chapter 11 Case Summary CABLEVISION SYSTEM: Fitch Assigns 'B-' Rating on $750 Mil. Notes CABLEVISION SYSTEMS: Annual Stockholders' Meeting on May 21 CABLEVISION SYSTEMS: CSC Lenders Agree to Extend Loan Maturity CABLEVISION SYSTEMS: To Issue 2018 & 2020 Notes to Raise $1.224BB CAJUN CONCRETE: Case Summary & 20 Largest Unsecured Creditors CAMERON-811 RUSK: Files Schedules of Assets and Liabilities CAMERON 6001: Chapter 11 Case Summary & Unsecured Creditor CELL THERAPEUTICS: Adjourns Shareholders' Meeting Until May 14 CELL THERAPEUTICS: Confirms Novartis Talks on Pixantrone Drug CELL THERAPEUTICS: Issues Series 4 Preferred Stock; Raises $20MM CENTAUR INC: Wells Fargo Bank Seeks Chapter 7 Liquidation CENTURY REINSURANCE: Merger Cues Fitch to Withdraw 'CCC IFS Rating CHAPARRAL ENERGY: December 31 Balance Sheet Upside-Down by $4.4MM CITIGROUP INC: To Present 2010 Q1 Financial Results on April 19 CITIGROUP INC: Sells 3 Hedge Fund Businesses to SkyBridge CLEAVER-BROOKS INC: Moody's Assigns 'B2' Corporate Family Rating CLUB CONCEPTS: Case Summary & 20 Largest Unsecured Creditors CONTINENTAL AIRLINES: Reports March 2010 Operational Performance CONTINENTAL AIRLINES: Annual Report for 2004 Employee Plan Filed CORRADI ARMS: Case Summary & 20 Largest Unsecured Creditors DANA HOLDING: Annual Shareholders' Meeting on April 28 DANA HOLDING: Avenue Capital Holds 5.0% of Common Stock DANE BAIRD: Case Summary & 17 Largest Unsecured Creditors DAVID CHUN: Case Summary & 20 Largest Unsecured Creditors DAVID SUGAR: Voluntary Chapter 11 Case Summary DEAYDRE PULLIAM: Case Summary & 15 Largest Unsecured Creditors DEER VALLEY: Voluntary Chapter 11 Case Summary DELFASCO INC: Group Buys Delfasco of Tennessee as Part of Plan DELTA FINANCIAL: Settles FLSA Class Actions DELUXE CORP: Custom Direct Deal Won't Affect Moody's 'Ba1' Rating DS WATERS: Moody's Reviews 'B3' Corporate Family Rating EAST WEST: Proposes to Pay 100% to Most of Unsecured Claims ELECTRICAL COMPONENTS: Files Prepackaged Plan of Reorganization ENERGYCONNECT GROUP: Board Approves Incentive Plan ENERGYCONNECT GROUP: RBSM Out, SingerLewak In as Auditor ENERGY FUTURE: Files Prospectuses on Goldman Notes Offering FANITA RANCH: Voluntary Chapter 11 Case Summary FLEETWOOD ENTERPRISES: Updates Disclosure Statement FOLEY 15: Case Summary & 5 Largest Unsecured Creditors FRANK CONSTANTINO: Case Summary & 20 Largest Unsecured Creditors FX REAL ESTATE: December 31 Balance Sheet Upside-Down by $353 Mln FORTUNE INDUSTRIES: Unveils Results of Shareholders' Meeting GALLERY LLC: Case Summary & 7 Largest Unsecured Creditors GEMS TV: Organizational Meeting to Form Panel on April 15 GENERAL GROWTH: Simon Properties Offers to Invest $2.5 Billion GENERAL MOTORS: Reports $4.3 Billion Net Loss for 2009 GENERAL MOTORS: Submits Third Quarter 2009 Results GENERAL MOTORS: Tort Claimants Lose Challenge to GM Asset Sale GENERAL MOTORS: Winds Down Hummer, Offers Rebates GENERAL MOTORS: U.S. Govt. Slashes Pay for New GM Execs. GLOBAL CROSSING: UK Finance Unit to Buy Back Senior Secured Notes GLOBAL CROSSING: UK Unit's Balance Sheet Upside Down by GBP214MM GOLDBERG-BAYMEADOWS: Files Schedules of Assets and Liabilities GOLDSPRING INC: Dec. 31 Balance Sheet Upside-Down by $27.2 Million GREGORY THEODORE: Case Summary & 16 Largest Unsecured Creditors HAKIM & YALDO: Voluntary Chapter 11 Case Summary HANDY BUTTON: Case Summary & 20 Largest Unsecured Creditors HARRAH'S OPERATING: Moody's Assigns 'Ca' Rating on $500 Mil. Notes HARRAH'S ENTERTAINMENT: S&P Raises Corporate Credit Rating to 'B-' HAWKER BEECHCRAFT: Delays Plan to Offer 2015 and 2017 Notes HIGHGATE LTC: Northwoods Health Keeps Chapter 11 Proceeding HONOLULU SYMPHONY: Parties Allowed to File Competing Plans HORSEHEAD INDUSTRIES: Unsecureds to Recover 5.9% of Claims HY&Y, INC: Voluntary Chapter 11 Case Summary IKARIA ACQUISITION: Moody's Affirms 'B1' Corporate Family Rating IKARIA HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating IMPERIAL CAPITAL: Seeks to Retain E&Y as Tax Services Provider INNOVATIVE TECHNOLOGY: Files Schedules of Assets and Liabilities INTERNATIONAL COAL: Annual Stockholders' Meeting on May 19 INTERNATIONAL COAL: Buys Back 82.1% of 2012 Convertible Sr. Notes INTERNATIONAL ALUMINUM: U.S. Trustee Slams Release Provisions INTERSIL CORPORATION: Moody's Assigns 'Ba2' Corp. Family Rating INTERSIL CORP: S&P Assigns 'BB-' Corporate Credit Rating JAMES BRAME: Voluntary Chapter 11 Case Summary JANICE DEHESH: Case Summary & 13 Largest Unsecured Creditors JOHN RICHINS: Case Summary & 20 Largest Unsecured Creditors KERRY LANGLEY: Case Summary & 20 Largest Unsecured Creditors KEYVAN YOUSEFIAN: Case Summary & 14 Largest Unsecured Creditors KILROY REALTY: S&P Assigns 'BB' Rating on Preferred Securities KINDER MORGAN: Fitch Affirms Issuer Default Rating at 'BB+' LEHMAN BROTHERS: All Documents in Examiner Report Now Available LEHMAN BROTHERS: Hid Assets in Small Investment Firm LEHMAN BROTHERS: Committee Supports LAMCO Transactions LEHMAN BROTHERS: Files Progress Report on 65,000 Claims LEHMAN BROTHERS: LB Somerset, 2 Others Want More Time for Plan LEHMAN BROTHERS: Proposes to Settle Tax Refund Claims LEHMAN BROTHERS: Proposes Deal with Fenway LEHMAN BROTHERS: Metavante Drops $5.4-Mil. Swap Claim LIQUIDATION OUTLET: Asks for Court OK to Sell Assets LODGIAN INC: Agrees to Settle Class Action on LSREF Lodging Deal MARK ALLEN: Section 341(a) Meeting Scheduled for May 3 MARK ALLEN: Files Schedules of Assets & Liabilities MGM MIRAGE: To Sell Up to $750-Mil. of 2015 Convertible Notes MGM MIRAGE: Elects Burton Cohen to Board of Directors MGM MIRAGE: Expects to Report $11-Mil. Operating Loss for Q1 2010 MICHAEL ADELSON: Case Summary & 20 Largest Unsecured Creditors MOHAMMAD ASIF: Case Summary & 10 Largest Unsecured Creditors MOONLIGHT BASIN: Court Fixes May 28 as Claims Bar Date MOONLIGHT BASIN: Files Amended Schedules of Assets & Liabilities MORGAN STANLEY FUND: May Lose 2/3 of $8.8-Bil. Fund MPG GATEWAY: Voluntary Chapter 11 Case Summary NEW YORK CHOCOLATE: Files For Bankruptcy Protection NEXSTAR BROADCASTING: Sells $325 Million in 8.875% Notes NEXSTAR BROADCASTING: Offers to Buy Back $42.6MM of PIK Notes NEXSTAR BROADCASTING: Sees Up to $69.5MM Q1 Net Operating Revenue NILESH SHAH: Case Summary & 20 Largest Unsecured Creditors OPTIMA TECHNOLOGY: Organizational Meeting Set for April 19 ORLEANS HOMEBUILDERS: NVR Has $170 Million "Stalking Horse Bid" PALM INC: Reached Out to Huawei's Bankers Two Months Ago PALM INC: "Strategic Fit" for Nokia & Motorola, Analysts Say PALM INC: T. Rowe Price Holds 7.5% of Common Stock PATRICK WAYNE NEAL: Files Schedules of Assets and Liabilities PEARL ARTIST: Files for Chapter 11 Bankruptcy Protection POINT BLANK: Files Voluntary Petition for Chapter 11 POLYMER GROUP: S&P Puts 'B' Rating on CreditWatch Developing REGENT COMMS: Ch. 11 Plan OK'd Over Resilient's Challenge RENEW PAPER: Amzak Capital Acquires Assets for $9.9 Million RENFRO CORPORATION: Moody's Upgrades Corp. Family Rating to 'B2' ROBERT N LUPO: Wants Access to Rental Income Until July 2 ROBERT N LUPO: Wants Plan Filing Deadline Extended Until June 9 RODNEY CLARKE: Case Summary & 20 Largest Unsecured Creditors SEVEN FALLS: Administrator Wants Case Converted to Chapter 7 SHILOH INDUSTRIES: S&P Gives Positive Outlook; Affirms 'B' Rating SILVER CREEK: Case Summary & 20 Largest Unsecured Creditors SMURFIT-STONE: Reorganization Plan Gets Votes for Confirmation SMURFIT-STONE CONTAINER: Creditors Won't Pay Execs' Legal Bills SOUTHEAST TELEPHONE: Has Access to CTB's Cash Until April 30 SPANSION INC: Court to Rule on Revised Plan on April 16 SPANSION INC: Skadden Arps Bills $941,000 for Sept.-Nov. Work STADIUM VIEW: Case Summary & 4 Largest Unsecured Creditors STUART GROTEN: Case Summary & 17 Largest Unsecured Creditors SUPERMERCADO: Case Summary & 20 Largest Unsecured Creditors TAYLOR-WHARTON INT'L: Wants to Propose Ch. 11 Plan Until July 16 TELCORDIA TECHNOLOGIES: S&P Assigns 'B+' Rating on Senior Notes TEXANS CUSO: Former President/CEO Kevin Curley to Get $21 Million THE DAIRY DOZEN-THIEF: Case Summary & 20 Largest Unsec. Creditors THE DAIRY DOZEN-MILNOR: Case Summary & 20 Largest Unsec. Creditors THE STRAND CORP: Voluntary Chapter 11 Case Summary THREE SEAS: Voluntary Chapter 11 Case Summary TOMMIE ZITO: Financial Woes Prompts Chapter 11 Bankruptcy Filing TOOTS INDUSTRIES: Case Summary & 2 Largest Unsecured Creditors TOUSA INC: Amends Remington Exchange Agreement TOUSA INC: Committee Seeks to Set Final Payment Amounts by Lenders TP INC: Files Schedules of Assets and Liabilities TRANSAX INT'L: Delays Filing of 2009 Annual Report on Form 10-K TYME PROPERTIES: Case Summary & 8 Largest Unsecured Creditors US CONCRETE: S&P Downgrades Corporate Credit Rating to 'D' VALENCE TECHNOLOGY: Maturity of iStar Loan Extended to Feb. 2011 VEBLEN WEST: Case Summary & 20 Largest Unsecured Creditors VISTEON CORP: Davidson Kempner, et al., Have 7.87% Stake WAREHOUSING INC.: Case Summary & 20 Largest Unsecured Creditors WESTLAND DEVCO: Organizational Meeting to Form Panel on April 19 WESTMORELAND COAL: Annual Stockholders' Meeting on May 20 WESTMORELAND COAL: Unit Settles Dispute on Rosebud Cleanup Costs WESTMORELAND COAL: Tontine, et al., Hold 11.5% of Common Stock WL HOMES: Homeowners Get Court OK to Proceed Lawsuit Over Defects YONKERS INDUSTRIAL: S&P Gives Stable Outlook on 'B-' Debt Rating * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* ADMIRAL CONSTRUCTION: Case Summary & Creditors List --------------------------------------------------- Debtor: Admiral Construction Corp 28441 144th Ave SE Kent, WA 98042 Bankruptcy Case No.: 10-13926 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Samuel J. Steiner Debtor's Counsel: Jeffrey B. Wells, Esq. Attorney at Law 500 Union St, Suite 502 Seattle, WA 98101 Tel: (206) 624-0088 E-mail: eajbwellaw@aol.com Estimated Assets: $1,000,0000, to $10,000,000 Estimated Debts: $100,001 to $500,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/wawb10-13926.pdf The petition was signed by Jaswinder Sekhon, President. ADVANCED MICRO: Has $325MM Non-Cash Gain on GF Deconsolidation -------------------------------------------------------------- Advanced Micro Devices Inc. said it will recognize a non-cash, one-time gain of approximately $325 million related to the deconsolidation GLOBALFOUNDRIES Inc. for the fiscal quarter ended March 27, 2010. As disclosed in the Company's 2009 Annual Report on Form 10-K, effective December 27, 2009, the Company deconsolidated the accounts of GLOBALFOUNDRIES and began to account for its investment in GF under the equity method of accounting. Under the accounting guidelines pertaining to deconsolidation, the Company's opening investment in GF is required to be recorded at fair value as of the date of deconsolidation. The difference between this initial fair value of the investment in GF and the net carrying book value is recognized as a gain or loss in earnings. On April 7, 2010, the Company completed a valuation analysis to determine the initial fair value of its investment in GF. About Advanced Micro Devices Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. AMD swung to a $293 million net income for the fiscal year ended December 26, 2009, after posting net losses in 2006, 2007 and 2008. AMD reported a net loss of $3.096 billion in fiscal 2008; $3.359 billion in fiscal 2007; and $138 million in fiscal 2006. As of December 26, 2009, the Company had total assets of $9.078 billion against total current liabilities of $2.210 billion; deferred income taxes of $197 million; long-term debt and capital lease obligations, less current portion of $4.252 billion; other long-term liabilities of $695 million; and noncontrolling interest of $1.076 billion; resulting in stockholders' equity of $648 million. * * * As reported by the Troubled Company Reporter on October 7, 2009, Standard & Poor's Ratings Services affirmed Advanced Micro's 'CCC+' corporate credit rating and revised its outlook to positive from negative. ADVANCED MICRO: Prudential Financial No Longer Holds Shares ----------------------------------------------------------- Prudential Financial, Inc., said Monday it no longer holds shares of Advanced Micro Devices, Inc. common stock. Prudential ceased to be deemed the beneficial owner of more than 5% of the outstanding AMD Common Stock. As reported by the Troubled Company Reporter on March 4, 2010, Prudential disclosed that it may be deemed to beneficially own 34,922,338 shares or roughly 5.2% of AMD common stock. Prudential said the shares are held for its own benefit or for the benefit of its clients by its separate accounts, externally managed accounts, registered investment companies, subsidiaries or other affiliates. The shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of AMD. About Advanced Micro Devices Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. AMD swung to a $293 million net income for the fiscal year ended December 26, 2009, after posting net losses in 2006, 2007 and 2008. AMD reported a net loss of $3.096 billion in fiscal 2008; $3.359 billion in fiscal 2007; and $138 million in fiscal 2006. As of December 26, 2009, the Company had total assets of $9.078 billion against total current liabilities of $2.210 billion; deferred income taxes of $197 million; long-term debt and capital lease obligations, less current portion of $4.252 billion; other long-term liabilities of $695 million; and noncontrolling interest of $1.076 billion; resulting in stockholders' equity of $648 million. * * * As reported by the Troubled Company Reporter on October 7, 2009, Standard & Poor's Ratings Services affirmed Advanced Micro's 'CCC+' corporate credit rating and revised its outlook to positive from negative. ADVANCED MICRO: RiskMetrics Recommends Incentive Plan Changes ------------------------------------------------------------- In an April 13 letter to stockholders, Derrick R. Meyer, Chief Executive Officer and President of Advanced Micro Devices, Inc., said RiskMetrics Group recommends that stockholders approve the amendment of the Advanced Micro Devices, Inc., 2004 Equity Incentive Plan. According to Mr. Meyer, RMG said in a report that "A vote FOR this amendment is warranted since the estimated shareholder value transfer of the company's plans . . . is equal to the allowable cap for the company." Mr. Meyer notes that RiskMetrics, formerly known as Institutional Shareholder Services, is the nation's leading proxy voting advisory service. RMG provides voting analysis on 20,000 shareholder meetings per year to mutual funds, financial institutions and hedge funds. The 2010 Annual Meeting of AMD Stockholders will be held at the Hyatt Regency Austin, 208 Barton Springs Road, in Austin, Texas, on Thursday, April 29, 2010. The meeting will start at 9 a.m. CDT. At the meeting, stockholders will be asked to: -- elect nine directors; -- ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the current fiscal year; -- approve the amendment of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan, as amended and restated, which amends the existing plan to increase the number of shares authorized for issuance thereunder by 20,500,000 shares; and -- transact any other business that properly comes before the meeting or any adjournment or postponement thereof. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5ff0 On March 23, 2010, the Compensation Committee of the Company's Board of Directors adopted policies concerning agreements with the Company (i) for taxes due as a result of pension payments to executives and (ii) for severance payments as a result of a termination of employment following a change in control of the Company. The Compensation Committee believes that these policies are consistent with best practices. After the date of the adoption of this policy, the Company will not enter into any agreements with executive officers to reimburse them for any taxes incurred by them with respect to pension payments made to them by the Company. After the date of the adoption of this policy, the Company will not enter into any change of control provisions with executive officers that would cause severance payments in the event of a termination of employment after a change in control of the Company to exceed (i) two times the sum of the executive officers' (A) base compensation and (B) target annual bonus, plus (ii) a pro- rata bonus for the year in which such termination of employment occurs, assuming performance at target levels. About Advanced Micro Devices Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. AMD swung to a $293 million net income for the fiscal year ended December 26, 2009, after posting net losses in 2006, 2007 and 2008. AMD reported a net loss of $3.096 billion in fiscal 2008; $3.359 billion in fiscal 2007; and $138 million in fiscal 2006. As of December 26, 2009, the Company had total assets of $9.078 billion against total current liabilities of $2.210 billion; deferred income taxes of $197 million; long-term debt and capital lease obligations, less current portion of $4.252 billion; other long-term liabilities of $695 million; and noncontrolling interest of $1.076 billion; resulting in stockholders' equity of $648 million. * * * As reported by the Troubled Company Reporter on October 7, 2009, Standard & Poor's Ratings Services affirmed Advanced Micro's 'CCC+' corporate credit rating and revised its outlook to positive from negative. AMERICAN HOMEPATIENT: Enters Into 10th Forbearance Deal on Debt --------------------------------------------------------------- American HomePatient, Inc., has entered into a tenth forbearance agreement with NexBank, SSB, the agent for its senior debt, and the holders in interest of a majority of the senior debt. Approximately $226 million was due to be repaid in full on the maturity date of August 1, 2009 pursuant to the terms of the Company's secured promissory note. The Company and its lenders continue to work toward a resolution of the debt maturity issue. Under the forbearance agreement, the lenders may not take any actions against the Company available to them as a result of the default, prior to May 16, 2010. American HomePatient, Inc., is one of the nation's largest home health care providers with operations in 33 states. Its product and service offerings include respiratory services, infusion therapy, parenteral and enteral nutrition, and medical equipment for patients in their home. American HomePatient, Inc.'s common stock is currently traded in the over-the-counter market or, on application by broker-dealers, in the NASD's Electronic Bulletin Board under the symbol AHOM or AHOM.OB. AMERICAN RESIDENTIAL: S&P Gives Neg. Outlook; Affirms 'B' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Memphis, Tenn.-based American Residential Services LLC to negative from stable. At the same time, S&P affirmed its ratings on ARS, including the 'B' corporate credit rating. In addition, Standard & Poor's affirmed its issue-level and recovery ratings on ARS's $165 million (increased from $150 million originally) senior secured second-lien notes due 2015, which will be issued under Rule 144A without registration rights. The $165 million notes are rated 'B', the same as the corporate credit rating. The recovery rating is '4', indicating S&P's expectation that lenders will receive average (30% to 50%) recovery in the event of a payment default. Ratings are based on preliminary terms and are subject to review upon receipt of final information. "The outlook revision reflects S&P's view that ARS is pursuing a more aggressive financial policy than originally expected, and that the company's EBITDA interest coverage ratio will be below medians over the next several quarters, about 1.6x on a pro forma basis, which is weak for the current rating category," explained Standard & Poor's credit analyst Mark Salierno. S&P expects that the company will strengthen its key metrics from current levels and maintain credit protection measures at or better than the 'B' rating category medians, and that the company will restore its interest coverage ratio closer to 2x in the near term through continued improvement in operating performance. S&P estimates that following the upsized transaction, total funded debt outstanding will be about $169 million, and pro forma adjusted debt to EBITDA will be about 5.4x, compared with S&P's original expectation of leverage in the 5x-area. The ratings on ARS reflect the company's narrow business focus, participation in highly fragmented and competitive end markets, and its highly leveraged capital structure. Privately held and majority owned by CI Partners, ARS has a narrow business focus and participates in extremely competitive niche service industries, including plumbing, heating, venting, and air condition repair and replacement, and energy efficiency services. These businesses are relatively low-margin in nature. In addition, the company's recurring revenue streams are modest, and are mainly limited to residential HVAC home service plans, which account for a small percentage of total sales. However, ARS benefit's from its scale relative to its competitors. The negative outlook reflects S&P's view that the increased debt issue represents a more aggressive financial policy than originally anticipated. S&P still expects ARS to continue to grow EBITDA and strengthen credit measures that are consistent with rating category medians, although S&P would consider a lower rating if margin improvement reverses and liquidity weakens, which could result in a meaningful increase in debt leverage and deterioration in cash flow measures. Specifically, S&P estimates that EBITDA coverage of interest expense would fall below the 1.5x area in the event EBITDA declines by about 15% or more, which could result in a downgrade. S&P would consider a stable outlook if the company demonstrates further consistency in operating performance and margin expansion, while maintaining good liquidity and improved cash flow metrics. An upgrade is less likely in the near term, but S&P could consider it over time if ARS reduces and sustains leverage below 3.5x. AMIR'S ANTIQUES: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Amir's Antiques & Decorative Rugs, Inc. 9441 Brink Road Germantown, MD 20874 Bankruptcy Case No.: 10-12749 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Not Available Debtor's Counsel: Leslie D. Silverman, Esq. Law Offices of Leslie D. Silverman 4704 Hollywood Road College Park,, MD 20704 Tel: (301) 441-9000 Fax: (301) 441-4704 E-mail: lsilver33@aol.com Estimated Assets: $1,000,0000, to $10,000,000 Estimated Debts: $100,001 to $500,000 A list of the Company's 6 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/vaeb10-12749.pdf The petition was signed by Mehdi Navid, President ARLIE & COMPANY: Files Amended Schedules of Assets and Liabilities ------------------------------------------------------------------ Arlie & Company filed with the U.S. Bankruptcy Court for the District of Oregon amended items in A and B of the schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $219,566,889 B. Personal Property $7,625,034 C. Property Claimed as Exempt D. Creditors Holding Secured Claims N/A E. Creditors Holding Unsecured Priority Claims N/A F. Creditors Holding Unsecured Non-priority Claims N/A ----------- ----------- TOTAL $227,191,924 N/A Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/-- is a property developer. It is doing business as DHF Corp., and formerly dba Arlie Land and Cattle Company and Crescent Village Community Gardens, LLC. The Company filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. D. Ore. Case No. 10-60244). Albert N. Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. ASSOCIATED MATERIALS: Reports $24,073,000 Net Income for 2009 ------------------------------------------------------------- Associated Materials, LLC, filed with the Securities and Exchange Commission its annual report on Form 10-K for the year ended January 2, 2010. Associated Materials reported net income of $24,073,000 for the year ended January 2, 2010, from net income of $21,236,000 for the year ended January 3, 2009, and net income of $39,655,000 for the year ended December 29, 2007. Net sales were $1,046,107,000 for the year ended January 2, 2010, from $1,133,956,000 for the year ended January 3, 2009, and $1,204,056,000 for the year ended December 29, 2007. At January 2, 2010, the Company had total assets of $786,797,000 against total current liabilities of $171,128,000, deferred income taxes of $43,303,000, other liabilities of $61,326,000, and long- term debt of $207,552,000, resulting in member's equity of $303,488,000. A full-text copy of the Company's annual report is available at no charge at http://ResearchArchives.com/t/s?5ffb About Associated Materials Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka Associated Materials Inc. -- http://www.associatedmaterials.com/ -- is a manufacturer of exterior residential building products, which are distributed through company-owned distribution centers and independent distributors across North America. AMI produces a broad range of vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories, as well as vinyl fencing and railing. AMI is a privately held, wholly owned subsidiary of Associated Materials Holdings Inc., which is a wholly-owned subsidiary of AMH, which is a wholly owned subsidiary of AMH II, which is controlled by affiliates of Investcorp S.A. and Harvest Partners Inc. * * * In June 18, 2009, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit ratings and negative outlook on AMH Holdings Inc. and Associated Materials Inc. S&P says the ratings and outlook on AMH Holdings and AMI incorporate a highly leveraged financial profile and a significant increase in cash interest expense starting September 2009. ATP OIL: S&P Assigns Corporate Credit Rating at 'B' --------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to independent oil and gas company ATP Oil & Gas Corp. S&P also assigned a 'B' issue-level rating on ATP's proposed $1.5 billion senior second-lien notes. The recovery rating on this debt is '4', indicating expectations of average (30%-50%) recovery in the event of a payment default. Independent exploration and production company ATP Oil & Gas Corp. plans to issue $1.5 billion in senior second-lien notes due 2015 and use those notes to repay its outstanding term loans. ATP concomitantly intends to arrange a $100 million senior secured credit facility. "The ratings on Houston-based ATP reflect its participation in the cyclical and highly competitive oil and gas industry, its evolving deep-water development strategy in the Gulf of Mexico, execution risk related to developing and establishing production platforms, high capital spending requirements, lumpy production numbers, and elevated debt leverage levels," said Standard & Poor's credit analyst Patrick Lee. The ratings also reflect the potential for significant production growth in 2010, an experienced management team, and good production mix between crude oil and natural gas. S&P finds ATP's business risk profile to be vulnerable. ATP seeks to acquire and develop reserves from large independents and integrated companies that would otherwise remain undeveloped, often due to their small scale relative to other assets of these entities. As of Dec. 31, 2009, ATP had net proved reserves of 135.2 million barrels of oil equivalent (mmboe), 58% of which was crude oil and 13% of which was proved developed. Around 68% of the reserves were located in the Gulf of Mexico, which typically exhibit sharp decline curves. Since 2004, the company has gradually shifted from exploiting its expertise in the Gulf of Mexico shelf to newer, deeper water markets. Whether ATP can replicate its success in the Gulf of Mexico shelf in more complex, deeper waters is a concern. The stable outlook reflects S&P's expectation that ATP will see sizable production growth from the ATP Titan and other projects, augmenting cash flow, and improving credit metrics. Near-term prospects for an upgrade are minimal due to the company's sizable capital needs, limited liquidity, and considerable deepwater development risk that has yet to be vetted over a number of years. S&P may downgrade the company if liquidity tightens markedly or if production stalls with respect to the Telemark hub and other projects so that credit metrics do not improve by the end of 2010. BALLY TECHNOLOGIES: Moody's Assigns 'Ba2' Rating on $75 Mil. Loan ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Bally Technologies, Inc.'s new $75 million revolving credit facility that expires in March 2014. The company's Ba2 Corporate Family and Probability of Default ratings were affirmed along with the Ba2 rating on its $225 million term loan due September 2012 and $75 million revolving credit facility expiring September 2012. Bally's has a stable outlook and SGL-1 Speculative Grade Liquidity rating. The ratings reflect Bally's game development and technology risks, and an uncertain outlook for slot machine replacement demand and gaming play levels. Ratings are supported by a good product line- up, increasing market share, solid returns and margins, low leverage, and strong interest coverage. "Although Bally recently revised its earning guidance slightly downward, the company's credit profile is expected to remain solid," stated Peggy Holloway, Moody's Vice President. As of the last twelve months ended 12/31/09, debt to EBITDA was just 0.7 times and EBITDA/interest was 19 times. The stable ratings outlook anticipates that credit metrics may deteriorate modestly given weak replacement demand and possible debt supported share repurchase activity. Ratings affirmed and assessments updated: Bally Technologies, Inc. -- $75 million senior secured guaranteed revolving credit facility at Ba2 (LGD 4,51%) from (LGD 4, 52%) -- $225 million senior secured term loan at Ba2 (LGD 4, 51%) from (LGD 4, 52%) Speculative Grade Liquidity rating at SGL-1 Rating assigned: -- $75 million senior secured guaranteed revolving credit facility due March 2014 at Ba2 (LGD 4, 51%) Moody's most recent rating action for Bally occurred on September 3, 2009, when Moody's upgraded the company's Corporate Family rating and Probability of Default rating to Ba2 from Ba3. Bally Technologies, Inc. (manufactures, distributes and operates games devices and computerized monitoring and accounting systems for gaming devices sold to the legalized gambling industry. The company generates annual revenues of about $823 million. BAKARR ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Bakarr Enterprises, Inc 935 Wake Dr. Westerville, OH 43082 Bankruptcy Case No.: 10-54101 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Southern District of Ohio (Columbus) Judge: John E. Hoffman Jr. Debtor's Counsel: Matthew J Thompson, Esq. Nobile & Thompson Co., L.P.A. 4511 Cemetery Road, Suite B Hilliard, OH 43026 Tel: (614) 529-8600 Fax: 614-529-8656 E-mail: hrobinson@ntlegal.com Estimated Assets: $500,000 to $1,000,000 Estimated Debts: $1,000,0000, to $10,000,000 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ohsb10-54101.pdf The petition was signed by Abu Bundu, President. BEAZER HOMES: Deutsche Bank Holds 4.61% of Common Stock ------------------------------------------------------- Deutsche Bank AG disclosed it may be deemed to beneficially own 2,878,815 shares or roughly 4.61% of the common stock of Beazer Homes USA, Inc. About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." The Company reported $2.02 billion in total assets and $1.77 billion in total liabilities, resulting to a $250.0 million stockholders' equity, as of Dec. 31, 2009. At September 30, 2009, Beazer had $2,029,410,000 in total assets, including $507,339,000 in cash and cash equivalents, against $1,832,855,000 in total liabilities, resulting in $196,555,000 in stockholders' equity. Beazer had $374,851,000 in stockholders' equity at September 30, 2008. * * * According to the Troubled Company Reporter on April 6, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Beazer Homes USA Inc. to 'CCC+' from 'CCC'. At the same time, S&P raised its rating on roughly $1.3 billion of senior secured, senior unsecured, and subordinated notes. The rating outlook is positive. BAINBRIDGE SHOPPING: Files for Chapter 11 Protection ---------------------------------------------------- Market Place filed for Chapter 11 bankruptcy protection, listing assets of $94,000, and $45.7 million in liabilities. The Company was filed under the name Bainbridge Shopping Center II LLC, according to Paul Brinkmann at Business Journal of South Florida. Market Place owns a shopping center at Four Corners in Bainbridge, Ohio, outside of Cleveland. BAUSCH & LOMB: Moody's Gives Stable Outlook; Affirms 'B2' Ratings ----------------------------------------------------------------- Moody's Investors Service changed the rating outlook of Bausch & Lomb Incorporated to stable from negative. At the same time, Bausch's Speculative Grade Liquidity Rating was raised to an SGL-2 from SGL-3 while all debt ratings were affirmed. The stable outlook reflects Moody's view that Bausch's organic growth rates have stabilized and should benefit from new product launches over the next year. The outlook further assumes that a recent change in senior management will not result in significant operational disruption or strategic shifts. Moody's expect free cash flow generation to remain pressured in the short-run, but should strengthen as restructuring related outflows wind-down. "New product launches should help Bausch maintain moderate growth rates during 2010," said Diana Lee, a Moody's Senior Credit Officer. "Combined with improved margins from cost-cutting initiatives, cash flow generation should improve over time," Lee continued. The B2 Corporate Family Rating considers very high leverage, modest free cash flow relative to debt, ongoing litigation risk stemming from tax and product recall matters, and the presence of larger, more diversified competitors. Positive offsets include Bausch's brand equity, geographic diversity and its good size relative to other "B" rated companies. The SGL-2 rating reflects Bausch's ability to fund operating needs over the next 12 months with internal cash although the company may need to tap its revolver to refinance upcoming debt maturities. These ratings were affirmed with a stable outlook: Bausch & Lomb Incorporated -- Corporate Family Rating at B2 -- Probability of Default Rating at B2 -- $500 million Senior Secured Revolver at B1,LGD3,37% -- $1,200 million U.S. Senior Secured Term Loan at B1,LGD3,37% -- $300 million Delayed Draw Term Loan at B1,LGD3,37% -- $650 million Senior Unsecured Notes at Caa1,LGD5,89% Bausch & Lomb, B.V.: -- $575 million European Senior Secured Term Loan at B1,LGD3,37% Rating upgraded: Bausch & Lomb Incorporated -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3 The last rating action taken on Bausch was on April 1, 2009 when the rating outlook was changed to negative from stable. At the same time, the company's SGL was moved to SGL-3 from SGL-2. Headquartered in Rochester, New York, Bausch & Lomb Incorporated is a leading worldwide provider of eyecare products, including contact lens, lens care, ophthalmic pharmaceuticals, and surgical products. Bausch was acquired by Warburg Pincus, a private equity firm in October 2007. BERRY CHILL: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- David Sterrett at Chicago Business reports that Berry Chill filed for Chapter 11 bankruptcy protection, listing both assets and debts of between $1 million and $10 million. The Company blamed the filing on the opening several stores in bad locations. The Company owes $447,000 to Drinker Biddle & Reath LLP and $309,000 to Illinois Department of Revenue. Berry Chill -- http://www.berrychill.com/-- sells chilled yogurt. BLOCKBUSTER INC: Icahn Ceases to Be More Than 5% Shareholder ------------------------------------------------------------ Icahn Enterprises L.P. and its affiliated companies disclosed that on April 7, 2010, they ceased to be the beneficial owners of more than 5% of either the Class A or Class B common stock of Blockbuster Inc. On April 6, 2010, Icahn et al. sold 48,234 Class A shares for $0.25 a share. On April 6 and 7, 2010, Icahn et al. sold 4.06 million in Class B shares for $0.19 or $0.20 apiece. On April 6, 2010, Icahn et al. sold 3,795 shares of preferred stock -- which were convertible into 736,894 shares of Class A Shares -- for an aggregate sale price of $186,714 or $49.20 per share. As of the close of business on April 7, 2010, Icahn et al. may be deemed to beneficially own, in the aggregate, 5,216,719 Class A Shares -- composed of 23,515 Class A Shares which Icahn et al. own an 5,193,204 additional Class A Shares which they would hold if the approximately $26,745,000 of the face amount of the Preferred Shares held by Icahn et al. were fully converted into Class A Shares -- representing approximately 3.50% of Blockbuster's outstanding Class A Shares -- based upon 142,451,398 Class A Shares and 72,000,000 Class B Shares stated to be outstanding as of April 2, 2010. About Blockbuster Inc. Dallas-Tex.-based Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment, with over 6,500 stores in the United States, its territories and 17 other countries as of January 3, 2010. The Company's balance sheet as of January 3, 2010, showed $1.538 billion in assets and $1.852 billion of debts, for a stockholders' deficit of $314.3 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a net loss from operations for the year ended January 3, 2010, and has a stockholders' deficit as of January 3, 2010. In addition, the increasingly competitive industry conditions under which the Company operates have negatively impacted the Company's results of operations and cash flows and may continue to in the future. * * * As reported in the Troubled Company Reporter on March 22, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based Blockbuster Inc. to 'CC' from 'CCC'. The 'CC' rating indicates that, in S&P's opinion, Blockbuster is highly vulnerable to default. The outlook is negative. BLOCKBUSTER INC: Meyer Advised on $140MM Cost Savings Plan ---------------------------------------------------------- Gregory S. Meyer, CFA, told Blockbuster Inc. shareholders in an open letter on Monday that he advised a "key member" of Blockbuster's Board of Directors in May 2005 of a plan that would have allowed the Company to realize over $140 million per year in cost savings. Mr. Meyer is eyeing a seat in Blockbuster's Board of Directors, and seeking shareholders' support of his candidacy for a board seat. As reported by the Troubled Company Reporter, Blockbuster has snubbed the move. In a press release on April 8, CEO Jim Keyes stated "While we have an appreciation for Mr. Gregory Meyer's investment and interest in the company, those are not sufficient reasons for his candidacy for the board." In his May 2005 letter to the key board member -- which Mr. Meyer declined to identify to protect his privacy -- Mr. Meyer said Blockbuster's labor costs can be significantly reduced through the use of Automated DVD rental kiosks which enable customers to rent DVDs 24/7 while at the same time reducing store hours. "If store hours were reduced by just 3 hours per day, we estimate that Blockbuster's 6500 stores could achieve over $140 million per year in cost savings. This could be done without diminishing the value proposition to customers. In fact, by having a DVD rental kiosk in its front window, Blockbuster could offer DVD rentals 24/7 and thereby actually increase its topline revenues with a reduced cost base," the letter said. Mr. Meyer noted that at the time of his 2005 proposal, Blockbuster was trading above $9 per share. Blockbuster shares traded at $0.2870 as of April 13, according to data from Yahoo! Finance. Mr. Meyer on Monday told shareholders the content of the 2005 letter "speaks for itself, as does the failure of the Blockbuster board to act on its message, to the detriment of all stakeholders." "Imagine what Blockbuster's balance sheet would look like today if the firm had saved $140 million annually for the past 5 years. Shareholders should keep in mind that at the time the letter was sent, the leading kiosk operator had just a few hundred machines installed nationwide compared to well over 20,000 today, and that firm would have had severe difficulty raising financing had Blockbuster entered the kiosk channel in a meaningful way, which it could have done with minimal capex. This missed opportunity is the reason one of Blockbuster's toughest competitors exists today," Mr. Meyer said. Mr. Meyer said he is the beneficial owner of 620,000 shares of Class A common stock and 25,000 shares of Class B common stock of Blockbuster Inc., representing approximately 0.44% of the outstanding shares of Class A common stock of the Company. Blockbuster will hold its annual meeting of stockholders May 26, 2010, at 10:00 a.m. Central Standard Time, at 1201 Elm Street, 42nd Floor, in Dallas, Texas. A full-text copy of Mr. Meyer's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5ff6 About Blockbuster Inc. Dallas-Tex.-based Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment, with over 6,500 stores in the United States, its territories and 17 other countries as of January 3, 2010. The Company's balance sheet as of January 3, 2010, showed $1.538 billion in assets and $1.852 billion of debts, for a stockholders' deficit of $314.3 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a net loss from operations for the year ended January 3, 2010, and has a stockholders' deficit as of January 3, 2010. In addition, the increasingly competitive industry conditions under which the Company operates have negatively impacted the Company's results of operations and cash flows and may continue to in the future. * * * As reported in the Troubled Company Reporter on March 22, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based Blockbuster Inc. to 'CC' from 'CCC'. The 'CC' rating indicates that, in S&P's opinion, Blockbuster is highly vulnerable to default. The outlook is negative. BUFFETS HOLDINGS: Trustee Sues Former Owners Sentinel & Caxton -------------------------------------------------------------- Santosh Nadgir at Reuters reports that JLL Consultants Inc., trustee in charge of recovering money for creditors in Buffets Holdings Inc.' case, sued former owners Sentinel Capital Partners and Caxton-Iseman Capital nka CI Capital Partners alleging that they received million of dollars in fees and dividends after they acquired Buffets in 2000 in a leveraged deal valued at $643 million. The trustee told the court in Minnesota that the former owners bilked millions of dollars. About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc., employs approximately 37,000 team members and serves approximately 200 million customers annually. Buffets and all of its subsidiaries filed Chapter 11 protection on January 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl Young & Jones as counsels. Buffets emerged from Bankruptcy in April 2009. In connection with its Chapter 11 plan, Buffets obtained a $117.5 million in new first lien exit financing from various lenders. This financing was in addition to a $139.8 million in second lien rollover financing remaining from the pre-petition lenders. BUTTRUM GOODYEAR: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Buttrum Goodyear Commerce Center, LLC 1725 West Williams Suite 51 Phoenix, AZ 85027 Chapter 11 Case No.: 10-10712 Chapter 11 Petition Date: April 13, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Eileen W. Hollowell Debtor's Counsel: Don C. Fletcher, Esq. Lake and Cobb 1095 West Rio Salado Parkway #206 Tempe, AZ 85281 Tel: (602) 523-3000 Fax: (602) 523-3001 Email: dfletcher@lakeandcobb.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Roger Buttrum, a member at the company. The Debtor did not file its list of largest unsecured creditors when it filed its petition. CABLEVISION SYSTEM: Fitch Assigns 'B-' Rating on $750 Mil. Notes ---------------------------------------------------------------- Fitch Ratings has assigned a 'B-' rating to Cablevision System Corporation's $750 million issuance of 7.75% senior unsecured notes due 2018 and $500 million issuance of 8% senior unsecured notes due 2020. Proceeds generated from the issuance are expected to be used to fund the cash tender offer for CVC's 8% senior notes due 2012 as well as general corporate purposes. CVC and its subsidiary CSC Holdings, Inc. have a 'BB-' Issuer Default Rating, and all the ratings have a Stable Rating Outlook. As of Dec. 31, 2009, CVC had approximately $11.4 billion of debt outstanding. Fitch also indicates that the 'BB+' rating assigned to CSC's senior secured credit facility (approximately $4.1 billion outstanding as of Dec. 31, 2009) will not be affected by the company's announced amendment and extension of scheduled bank debt maturities. More specifically CSC received required consents to extend the commitment expiration date of approximately $820 million of commitments under its $1 billion revolving credit facility from February 2012 to March 2015. Additionally the lenders agreed to extend the maturity date of $460 million outstanding under its existing $650 million Term Loan A credit facility from February 2012 to March 2015, and extend approximately $1.7 billion outstanding under its existing $2.2 billion Term Loan B from March 2013 to March 2016. Finally, the size of CSC's revolver commitment increased by approximately $410 million (maturing during March 2015). The anticipated tender of CVC's senior notes due 2012 coupled with the extension of scheduled credit facility amortization and revolver commitments improves CVC's liquidity position and financial flexibility by alleviating a material portion of the refinancing risk associated with the large scheduled maturity towers during 2011 through 2013. As of Dec. 31, 2009, scheduled debt maturities during 2011 and 2012 totaled approximately $4.4 billion. Importantly, Fitch believes that 2012 scheduled maturities, totaling approximately $3.4 billion, will be reduced to under $800 million. Scheduled maturities during 2013, which totaled approximately $1.5 billion as of Dec. 31, 2009, are expected to be reduced to approximately $1 billion. As of March 31, 2010, $200 million was outstanding under CSC's revolver leaving nearly $1.2 billion of available borrowing capacity after adjusting for the transactions. Overall, Fitch's ratings for CVC reflect the solid operating profile and competitive strength of the company's core cable business derived from its tightly clustered subscriber base, efficiently managed cable plant, and growing revenue diversity owing to the success of CVC's Triple Play service offering and growing commercial business. CVC's scale and system clustering provide the company with competitive advantages in terms of driving higher operating efficiencies through its cable plant, taking cost out of customer premise equipment, lowering programming costs growth, and positioning the company to enhance its product offerings so that it can differentiate them from the competition's offering. CVC's cable business consistently produces industry leading service penetration levels, average revenue per unit and ARPU growth rates in an increasingly competitive operating environment. Within the context of existing competitive pressures and weak economic conditions, the ratings incorporate Fitch's expectation that the company will continue to generate solid operating metrics and sustainable free cash flow growth over Fitch's rating horizon. Additionally, the ratings recognize that ARPU, revenue and EBITDA growth rates will slow relative to historical growth rates. Also incorporated in CVC's ratings are the continuing strengthening of the company's credit profile, its improved liquidity position and financial flexibility and Fitch's expectation of sustainable free cash flow generation. On a consolidated basis, CVC's leverage metric for the last 12 months ended Dec. 31, 2009 was 4.4 times, reflecting steady improvement from 6.86x as of year-end 2006. Fitch expects that CVC's leverage metric will improve modestly during 2010 due to lower debt levels and ongoing EBITDA growth. After generating nearly $383 million of free cash flow during 2008, CVC produced nearly $704 million of free cash flow during 2009. Based on the expectation of a stable operating profile and modestly declining capital intensity, Fitch believes that CVC is positioned to generate consistent levels of free cash flow during the current rating horizon. Rating concerns center on CVC's ability to maintain its relative competitive position given the changing competitive and economic environment, growing revenues beyond its core Triple Play service offering, efficiently managing its cable plant to maximize desirable high-definition content while balancing capital expenditures to maximize free cash flow generation. Fitch believes event risks surrounding CVC's acquisition and non-core investment strategy as well as its financial policies related to the allocation of capital to CVC shareholders is expected to remain a key rating consideration. The Stable Outlook reflects Fitch's expectation that CVC's operating profile will remain relatively consistent during the near term in the face of competition and slowing economic conditions. Further, the Stable Outlook considers that the company will accommodate non-core acquisitions and investments in a credit neutral manner as well as the absence of other leveraging transactions. CABLEVISION SYSTEMS: Annual Stockholders' Meeting on May 21 ----------------------------------------------------------- The annual meeting of stockholders of Cablevision Systems Corporation will be held at 10:00 a.m. on May 21, 2010, at the corporate headquarters building at 1111 Stewart Avenue, in Bethpage, New York. The purpose of the meeting is to: -- elect directors; -- ratify appointment of independent registered public accounting firm; and -- conduct other business if properly raised. Management will also report on the Company's activities during 2009. Only stockholders of record on March 31, 2010, may vote at the meeting. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5ff2 On February 9, 2010, Cablevision distributed to its stockholders all of the common stock of Madison Square Garden, Inc., a company which owns the sports, entertainment and media businesses previously owned and operated by the Madison Square Garden segment of Cablevision. The Distribution took the form of a distribution by Cablevision of one share of MSG, Inc. Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held of record at the close of business in New York City on January 25, 2010, and one share of MSG, Inc. Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held of record on the Record Date. On February 9, 2010, immediately prior to the Distribution, CSC Holdings, LLC, distributed to Cablevision, its sole member, all of the common stock of MSG, Inc. Subsequent to the Distribution, Cablevision and CSC Holdings will no longer consolidate the financial results of MSG, Inc. for the purpose of their own financial reporting. After the date of Distribution, the historical combined financial results of MSG, Inc. will be reflected in the consolidated financial statements of Cablevision and CSC Holdings as discontinued operations for all periods presented through the Distribution date, beginning with the financial statements to be filed for the quarter ending March 31, 2010. Cablevision has filed with the Securities and Exchange Commission unaudited pro forma consolidated balance sheets of Cablevision and CSC Holdings dated as of December 31, 2009, and unaudited pro forma consolidated statements of operations of Cablevision and CSC Holdings for the years ended December 31, 2009, 2008 and 2007, in each case giving effect to the Distribution. A full-text copy of the unaudited pro forma consolidated balance sheets is available at no charge at http://ResearchArchives.com/t/s?5ff3 The Company also filed with the SEC the Indenture, dated September 23, 2009, relating to its $900,000,000 8-5/8% Senior Notes due 2017. A full-text copy of the Indenture is available at no charge at http://ResearchArchives.com/t/s?5ff4 Cablevision Systems reported net earnings of $285.3 million on revenue of $7.77 billion for the year ended December 31, 2009, compared with a net loss of $236.17 million on revenue of $7.23 billion for 2008. Cablevision reported $9.32 billion in total assets and $14.47 billion in total liabilities, resulting to a $5.16 billion stockholders' deficit as of December 31, 2009. About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corp. is predominantly a domestic cable TV multiple system operator serving approximately 3.1 million subscribers in and around the New York metropolitan area. Among other entertainment-and media-related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. * * * Cablevision carries Standard & Poor's 'BB' corporate credit rating and Moody's "Ba2" Corporate Family and Probability of Default Ratings. CABLEVISION SYSTEMS: CSC Lenders Agree to Extend Loan Maturity -------------------------------------------------------------- Cablevision Systems Corp. said its subsidiary, CSC Holdings, has received required consents from its lenders under its credit facility to: -- extend the commitment expiration date of approximately $820 million of the commitments under its $1.0 billion revolving credit facility from February 2012 to March 2015; -- extend the maturity date of approximately $460 million of its existing $650 million Term Loan A from February 2012 to March 2015; and -- extend the maturity date of approximately $1.7 billion of its existing $2.2 billion Term Loan B from March 2013 to March 2016. CSC Holdings also has reached agreements with lenders to increase commitments under its revolving credit facility by approximately $410 million, also with a commitment expiration date of March 2015. "These transactions are consistent with our desire to lengthen our debt maturity profile, and to reduce the volume of maturities in the 2012-2013 timeframe," Cablevision said in a regulatory filing. The closing of the amendments to the CSC Holdings credit facility to effect these changes was expected to occur on April 13, 2010, subject to the satisfaction of customary closing conditions. About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corp. is predominantly a domestic cable TV multiple system operator serving approximately 3.1 million subscribers in and around the New York metropolitan area. Among other entertainment-and media-related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. Cablevision Systems reported net earnings of $285.3 million on revenue of $7.77 billion for the year ended December 31, 2009, compared with a net loss of $236.17 million on revenue of $7.23 billion for 2008. Cablevision reported $9.32 billion in total assets and $14.47 billion in total liabilities, resulting to a $5.16 billion stockholders' deficit as of December 31, 2009. * * * Cablevision carries Standard & Poor's 'BB' corporate credit rating and Moody's "Ba2" Corporate Family and Probability of Default Ratings. CABLEVISION SYSTEMS: To Issue 2018 & 2020 Notes to Raise $1.224BB ----------------------------------------------------------------- Cablevision Systems Corporation is seeking to issue: -- $750,000,000 of 7.75% Senior Notes due 2018; and -- $500,000,000 of 8.00% Senior Notes due 2020. In a regulatory filing on Monday, the Company said it estimates that the net proceeds from the offering will be approximately $1.224 billion, after deducting the underwriting discounts and commissions and estimated expenses payable by the Company. Cablevision intends to use the net proceeds from the offering to address upcoming debt maturities, including in the tender offer it has commenced for $1 billion of its 8% Senior Notes due 2012, and for general corporate purposes. Cablevision said it expects to raise additional funds in the future. The Joint Book-Running Managers for the offering are: * J.P. Morgan Securities Inc. * Banc of America Securities LLC * Barclays Capital Inc. * Citigroup Global Markets Inc. * Credit Suisse Securities (USA) LLC * Goldman, Sachs & Co. * RBS Securities Inc. * UBS Securities LLC The Co-Managers for the offering are: * SunTrust Robinson Humphrey, Inc. * U.S. Bancorp Investments, Inc. * Morgan Stanley & Co. Incorporated A full-text copy of the Final Term Sheet filed by the Company with the Securities and Exchange Commission is available at no charge at http://ResearchArchives.com/t/s?5ff5 About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corp. is predominantly a domestic cable TV multiple system operator serving approximately 3.1 million subscribers in and around the New York metropolitan area. Among other entertainment-and media-related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. Cablevision Systems reported net earnings of $285.3 million on revenue of $7.77 billion for the year ended December 31, 2009, compared with a net loss of $236.17 million on revenue of $7.23 billion for 2008. Cablevision reported $9.32 billion in total assets and $14.47 billion in total liabilities, resulting to a $5.16 billion stockholders' deficit as of December 31, 2009. * * * Cablevision carries Standard & Poor's 'BB' corporate credit rating and Moody's "Ba2" Corporate Family and Probability of Default Ratings. CAJUN CONCRETE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Cajun Concrete Services, Inc. 42723 Merchants Court Ponchatoula, LA 70454 Bankruptcy Case No.: 10-11161 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Elizabeth W. Magner Debtor's Counsel: Paul Douglas Stewart, Jr., Esq. Stewart Robbins & Brown, LLC P.O. Box 66498 Baton Rouge, LA 70896-6498 Tel: (225) 231-9998 Fax: (225) 709-9467 E-mail: dstewart@stewartrobbins.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/laeb10-11161.pdf The petition was signed by Harry G. LeBlanc III, president. CAMERON-811 RUSK: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Cameron-811 Rusk, L.P., filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $8,473,512 B. Personal Property $492,053 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,700,683 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $134,016 ----------- ----------- TOTAL $8,965,565 $15,834,699 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. CAMERON 6001: Chapter 11 Case Summary & Unsecured Creditor ---------------------------------------------------------- Debtor: Cameron 6001, LLC, an Arizona Limited Liability Corporation 6001 N. 56th Street Paradise Valley, AZ 85253 Bankruptcy Case No.: 10-09961 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Carlos M. Arboleda, Esq. Arboleda Brechner 4545 E. Shea Boulevard, #120 Phoenix, AZ 85028 Tel: (602) 482-0123 Fax: (602) 482-4068 E-mail: arboledac@abfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Thomas M. Connelly Legal Services $500 2425 E CAMELBACK, Ste. 880 Phoenix, AZ 85016-4208 The petition was signed by Bonnie J. Barrett, owner/manager. CELL THERAPEUTICS: Adjourns Shareholders' Meeting Until May 14 -------------------------------------------------------------- Cell Therapeutics, Inc., has adjourned the Special Meeting of Shareholders scheduled for April 9, 2010, to 10:00 a.m. Pacific Daylight Time, Friday, May 14, 2010. The Company's proxy materials previously filed with the Securities and Exchange Commission on February 23, 2010, and the proposals being submitted to a vote of the shareholders at the Special Meeting as described in those proxy materials remain unchanged. The Company encourages those shareholders that held shares as of the February 19, 2010, the record date of the Special Meeting, to vote their shares on the proposals. The rescheduled Special Meeting will be held at the Company's headquarters at 501 Elliott Avenue West, Suite 400, in Seattle, Washington, to discuss and resolve these matters: (i) approval of an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of the Company from 810,000,000 to 1,210,000,000 and to increase the number of authorized shares of common stock of the Company from 800,000,000 to 1,200,000,000; and (ii) approval of an amendment to the Company's 2007 Equity Incentive Plan, as amended. A full-text copy of the notice to Shareholders is available at no charge at http://ResearchArchives.com/t/s?6001 About Cell Therapeutics Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company that develops an integrated portfolio of oncology products aimed at making cancer more treatable. Subsequent to the closure of its Bresso, Italy operations in September 2009, CTI's operations are conducted solely in the United States. The Company reported $69.59 million in total assets and $87.73 million in total liabilities, resulting in $18.76 million in stockholders' deficit at Dec. 31, 2009. Going Concern Doubt San Francisco-based Stonefield Josephson, Inc., has included an explanatory paragraph in their report on Cell Therapeutics, Inc.'s December 31, 2009, 2008 and 2007 consolidated financial statements regarding their substantial doubt as to the Company's ability to continue as a going concern. The independent auditors reported that the Company has sustained loss from operations over the audit periods, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of December 31, 2009. Bankruptcy Warning In its Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company warned it does not expect it will have sufficient cash to fund planned operations through the second quarter of 2010, which raises substantial doubt about its ability to continue as a going concern. The Company said if it fails to obtain capital when required, the Company said it may be required to delay, scale back, or eliminate some or all of its research and development programs and may be forced to cease operations, liquidate its assets and possibly seek bankruptcy protection. CELL THERAPEUTICS: Confirms Novartis Talks on Pixantrone Drug ------------------------------------------------------------- Cell Therapeutics, Inc., has confirmed that it is in discussions with Novartis Oncology with regards to development and commercialization of its pixantrone drug candidate. CTI said the Novartis talks were previously disclosed on its March 25, 2010 conference call. CTI, however, declined to comment on reports of a potential takeover of CTI by Novartis. CTI made the confirmation following a mandatory request from CONSOB pursuant to Section 114 of Legislative Decree n. 58/1998. Subject to Italian law, CTI said it undertakes no obligation to provide further updates as the preliminary discussions progress. On April 9, 2010, CTI said it had received a Complete Response Letter from the U.S. Food and Drug Administration regarding its New Drug Application for PixuvriTM (pixantrone dimaleate) for relapsed or refractory aggressive non-Hodgkin's lymphoma. According to CTI, the FDA cited as its primary reason for the action its concerns previously raised at the Oncologic Drugs Advisory Committee meeting on March 22, 2010, and recommended the Company conduct an additional trial to demonstrate the safety and effectiveness of its product. Based on the FDA's ODAC presentation, which provided the Committee and the Company with alternative options to consider to make investigational drugs available to patients if drugs need to be studied further prior to approval, the Company has decided to pursue expanded access program for pixantrone while it conducts an additional study in aggressive NHL. "This is a sad outcome for our patients with relapsed/refractory aggressive NHL," said Dr. Stanley M. Marks, Director of Clinical Services and Chief Medical Officer for the University of Pittsburgh Cancer Centers and Chief of the Division of Hematology/Oncology at UPMC. "I was disappointed that an agency charged with providing treatment hope for patients with life threatening diseases like relapsed/refractory NHL would ignore clinically meaningful improvements in overall response rate and progression-free survival, let alone complete responses, something we all wish for our patients, but with existing treatments rarely achieve." The Company plans to request a meeting with the FDA on both the design of the follow-on study as well as expanded access program for patients who are not participating in the Company's clinical trial. Later this month, the Company is scheduled to meet with its clinical expert and the co-rapporteurs as it prepares to submit its Marketing Authorization Application to the European Medicines Agency for review. Based on their feedback and guidance, the Company expects to submit the application in the third quarter of 2010. About Cell Therapeutics Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company that develops an integrated portfolio of oncology products aimed at making cancer more treatable. Subsequent to the closure of its Bresso, Italy operations in September 2009, CTI's operations are conducted solely in the United States. The Company reported $69.59 million in total assets and $87.73 million in total liabilities, resulting in $18.76 million in stockholders' deficit at Dec. 31, 2009. Going Concern Doubt San Francisco-based Stonefield Josephson, Inc., has included an explanatory paragraph in their report on Cell Therapeutics, Inc.'s December 31, 2009, 2008 and 2007 consolidated financial statements regarding their substantial doubt as to the Company's ability to continue as a going concern. The independent auditors reported that the Company has sustained loss from operations over the audit periods, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of December 31, 2009. Bankruptcy Warning In its Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company warned it does not expect it will have sufficient cash to fund planned operations through the second quarter of 2010, which raises substantial doubt about its ability to continue as a going concern. The Company said if it fails to obtain capital when required, the Company said it may be required to delay, scale back, or eliminate some or all of its research and development programs and may be forced to cease operations, liquidate its assets and possibly seek bankruptcy protection. CELL THERAPEUTICS: Issues Series 4 Preferred Stock; Raises $20MM ---------------------------------------------------------------- Cell Therapeutics, Inc., disclosed that on March 30, 2010, it entered into a Securities Purchase Agreement with three institutional investors, which CTI did not identify. Pursuant to the Agreement, the Company agreed to issue to the Purchasers in a registered offering (i) an aggregate of 20,000 shares of the Company's Series 4 Preferred Stock, no par value per share, initially convertible into 40,000,000 shares of the Company's common stock, no par value per share, and (ii) warrants to purchase up to 20,000,000 shares of Common Stock for an aggregate offering price of $20 million. Prior to the closing, the Purchasers elected to convert all 20,000 shares of Preferred Shares and to receive the 40,000,000 shares of Common Stock issuable upon conversion at the closing. On April 6, 2010, the Company closed the Offering. Each Warrant has an exercise price of $0.6029 per share of Common Stock. The Warrants are exercisable six months and one day after the date of issuance and terminate four years and one day after the date of issuance. If certain "fundamental transactions" occur, such as an all cash transaction, a transaction involving an entity not traded on a national securities exchange or a Rule 13e- 3 transaction, in each case in which the Company is not the "successor entity," the holders of the Warrants, at their option, will be entitled to receive the "Black Scholes value" of the Warrants as of the time of any such "fundamental transaction" as determined in accordance with the terms of the Warrants. Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc., acted as the exclusive placement agent for the offering. Trout Capital LLC provided financial advisory services. On March 31, 2010, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Washington, establishing the Series 4 Preferred Stock. Each share of Series 4 Preferred Stock is entitled to a liquidation preference equal to the stated value of such share of Series 4 Preferred Stock plus any accrued and unpaid dividends before the holders of Common Stock or any other junior securities of the Company receive any payments upon such liquidation. The Series 4 Preferred Stock is not entitled to dividends except to share in any dividends actually paid on the Common Stock or any pari passu or junior securities. The Series 4 Preferred Stock is convertible into Common Stock, at the option of the holder, at an initial conversion price of $0.50 per share, subject to a 4.99% blocker provision. A holder of Series 4 Preferred Stock may elect to increase the blocker provision to 9.99% by providing the Company with 61 days' prior notice. The Series 4 Preferred Stock has no voting rights except for limited protective provisions and except as is otherwise required by law. About Cell Therapeutics Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company that develops an integrated portfolio of oncology products aimed at making cancer more treatable. Subsequent to the closure of its Bresso, Italy operations in September 2009, CTI's operations are conducted solely in the United States. The Company reported $69.59 million in total assets and $87.73 million in total liabilities, resulting in $18.76 million in stockholders' deficit at Dec. 31, 2009. Going Concern Doubt San Francisco-based Stonefield Josephson, Inc., has included an explanatory paragraph in their report on Cell Therapeutics, Inc.'s December 31, 2009, 2008 and 2007 consolidated financial statements regarding their substantial doubt as to the Company's ability to continue as a going concern. The independent auditors reported that the Company has sustained loss from operations over the audit periods, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of December 31, 2009. Bankruptcy Warning In its Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company warned it does not expect it will have sufficient cash to fund planned operations through the second quarter of 2010, which raises substantial doubt about its ability to continue as a going concern. The Company said if it fails to obtain capital when required, the Company said it may be required to delay, scale back, or eliminate some or all of its research and development programs and may be forced to cease operations, liquidate its assets and possibly seek bankruptcy protection. CENTAUR INC: Wells Fargo Bank Seeks Chapter 7 Liquidation --------------------------------------------------------- Peter Schnitzler at Indianapolis Business Journal reports that Wells Fargo Bank sought to have Centaur Inc.'s Chapter 11 case converted to Chapter 7 liquidation, point out that nearly all the benefits of the company's reorganization plan would go to the first lien group while the second lien lenders would get jut 2.2% of the PIK notes, and general unsecured creditors would receive no recovery under the company's plan. The Company, however, according to the report, said it considers Wells Fargo's case conversion plea a negotiating tactic aimed at increasing its leverage. Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- is an Indianapolis, Indiana-based company involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company filed for Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Delaware Case No. 10-10799). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $500,000,001 to $1,000,000,000 as of the Petition Date. CENTURY REINSURANCE: Merger Cues Fitch to Withdraw 'CCC IFS Rating ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings of ACE Limited and its subsidiaries. The Rating Outlook is Stable. Additionally, Fitch has withdrawn its rating on Century Reinsurance Company as a result of the company's merger with the surviving entity, its parent, Century Indemnity Company. The rating actions reflect ACE's recent strong operating performance, solid balance sheet and financial flexibility, and diverse sources of revenues and earnings. Partially offsetting these positives is the effect of modestly rising accident-year combined ratios and the effect of continued significant competition in the company's chosen markets. Fitch views ACE's recent operating performance as strong characterized by improved investment performance and low combined ratios, reflecting modest favorable reserve development, and comparatively light catastrophe losses. ACE reported net income of $2.5 billion for the year ended Dec. 31, 2009, versus $1.2 billion for 2008 in the midst of a recessionary economic environment and a competitive property/casualty market. The company reported continued strong underwriting profitability as evidenced by combined ratios of 88.3% and 89.6% for years ended Dec. 31, 2009 and 2008, respectively. ACE has steadily grown its ordinary shareholders' equity with solid earnings. As a result, ordinary shareholders' equity has increased by 67% since year-end 2005 to $19.7 billion at Dec. 31, 2009. Tangible equity has grown in conjunction with the growth in shareholders' equity and has more than tripled since 2001. The rating actions also consider the results of Fitch's stress test results of ACE's investment portfolio. Fitch believes that these results demonstrate ACE's ability to withstand potential near-term investment losses and volatility without a material impact on its capitalization. Fitch's rating on ACE's indirect subsidiary, Century Indemnity Co., reflects Fitch's view that the company's importance to ACE is limited due to Century's run-off status and thin capitalization. The company maintains inactive operations largely consisting of asbestos and environmental reserves that are in run-off. Fitch views Century's potential A&E exposure as an increasingly smaller component of ACE's overall exposures. Fitch has affirmed these ratings with a Stable Outlook: ACE Limited -- IDR at 'A+'. ACE INA Holdings Inc. -- IDR at 'A+'; -- $500 million senior notes due 2014 at 'A'; -- $450 million senior notes due 2015 at 'A'; -- $500 million senior notes due 2017 at 'A'; -- $300 million senior notes due 2018 at 'A'; -- $500 million senior notes due 2019 at 'A'; -- $100 million senior debentures due 2029 at 'A'; -- $300 million senior notes due 2036 at 'A'. ACE Capital Trust II -- $300 million Capital Securities due 2030 at 'BBB+'. ACE American Insurance Company ACE Bermuda Insurance Limited ACE Fire Underwriters Ins. Company ACE Indemnity Insurance Company ACE Insurance Company of the Midwest ACE Property and Casualty Insurance Company ACE Tempest Reinsurance Limited Atlantic Employers Insurance Company Bankers Standard Fire & Marine Company Bankers Standard Insurance Company Combined Insurance Company of America Combined Life Insurance Company of New York Illinois Union Insurance Company Indemnity Insurance Company of North America Insurance Company of North America Pacific Employers Insurance Company Westchester Fire Insurance Company Westchester Surplus Lines Insurance Company -- Insurer Financial Strength Ratings at 'AA-'. Century Indemnity Company -- IFS at 'B-'. Fitch has withdrawn this rating: Century Reinsurance Company -- IFS at 'CCC'. CHAPARRAL ENERGY: December 31 Balance Sheet Upside-Down by $4.4MM ------------------------------------------------------------------ Chaparral Energy, Inc., filed on April 14, 2010, its annual report on Form 10-K for the year ended December 31, 2009. The Company's balance sheet at December 31, 2009, showed $1.354 billion in assets and $1.358 billion in liabilities, for a stockholders' deficit of $4.4 million. The Company reported a net loss of $144.3 million on revenue of $311.8 million for 2009, compared to a net loss of $54.7 million on revenue of $425.3 million for 2008. The Company's production for 2009 was 7,638 MBoe, an 8% increase over 2008, primarily due to the Company's capital expenditures in the Permian and Mid-Continent areas during 2008 and 2009. However a 46% decline in the Company's average sales price before derivative settlements resulted in a 42% decrease in revenue from oil and natural gas sales compared to 2008. Although total operating costs and expenses decreased by 13% compared to 2008, the decrease was not commensurate with the decrease in revenue. In addition, due primarily to changes in the NYMEX forward commodity price curves, the Company's gain on non-hedge derivatives decreased by 91%. Historically, the Company's primary sources of liquidity have been cash generated from its operations and debt. At December 31, 2009, the Company had roughly $73.4 million of cash and cash equivalents and $3.1 million of availability under its Seventh Restated Credit Agreement with a borrowing base of $513.0 million. Operating activities provided net cash of $98.7 million during 2009, compared to $145.8 million provided during 2008. Substantially all of the Company's cash flow from operating activities is from the production and sale of oil and natural gas, reduced or increased by associated hedging activities. Cash inflows from oil and natural gas sales net of hedging settlements and cash outflows for operating expenses both decreased sharply from 2008 to 2009 due to the decline in commodity prices after having increased significantly from 2007 to 2008 as commodity prices rose. The Company uses the net cash provided by operations to partially fund its acquisition, exploration and development activities. For the years ended December 31, 2009, and 2008, cash flows provided by operating activities were roughly 55% and 48% of cash used for the purchase of property and equipment and oil and natural gas properties. During 2009 and 2008, the monetization of derivatives provided investing cash inflows of $111.9 million and $32.6 million, respectively, and the return of the Company's prepaid production tax credits provided investing cash inflows of $13.5 million and $1.1 million, respectively. Cash flows provided by investing activities for the year ended December 31, 2009, also included proceeds of $25.3 million from the sale of the Electric Submersible Pumps and Chemicals divisions of Green Country Supply, Inc. Net cash provided by (used in) financing activities was ($99.3) million and $157.5 million, during 2009 and 2008, respectively. As a result of the Company's monetization of derivatives in the second quarter of 2009, the borrowing base under the Company's Seventh Restated Credit Agreement was reduced from $600.0 million to $513.0 million, and proceeds from the monetization of $87.0 million were paid to the banks. Borrowings under the Company's Seventh Restated Credit Agreement were $147.0 million in 2008, and were used to finance the Company's capital expenditures. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6004 Headquartered in Oklahoma City, Chaparral Energy, Inc. -- http://www.chaparralenergy.com/-- is an independent oil and natural gas company engaged in the production, exploitation, and acquisition of oil and natural gas properties. The Company's core areas of operation include the Mid-Continent and Permian Basin with additional operations in the Gulf Coast, Ark-La-Tex, North Texas, and the Rocky Mountains. * * * As reported in the Troubled Company Reporter on Feb. 23, 2010, Standard & Poor's Ratings Services has revised the CreditWatch implications on Chaparral Energy, Inc.'s 'CCC+' issue-level rating to developing from positive. The ratings were initially placed on CreditWatch on Feb. 9, 2010. The CreditWatch revisions reflects the withdrawal of Chaparral's $400 million note offering, and the significant impact to liquidity if the company does not find a new credit facility or source of financing in the very near term. CITIGROUP INC: To Present 2010 Q1 Financial Results on April 19 --------------------------------------------------------------- Citigroup Inc. will present its 2010 first quarter financial results on April 19, 2010. On Tuesday, the Company filed with the Securities and Exchange Commission Historical Reformatted Quarterly Financial Data Supplement of Citigroup Inc. and subsidiaries, with historical financial data reclassified to reflect the recent move of assets from Citi Holdings to Citicorp. The Historical Supplement reflects the format Citigroup will use to present its 2010 first quarter financial results and is being provided to facilitate the comparison of the 2010 First Quarter Results with prior financial periods. The 2010 First Quarter Results will include additional supplemental disclosures that are not included in the Historical Supplement. A full-text copy of the Historical Supplement is available at no charge at http://ResearchArchives.com/t/s?5ff1 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. CITIGROUP INC: Sells 3 Hedge Fund Businesses to SkyBridge --------------------------------------------------------- SkyBridge Capital has entered into a definitive agreement to acquire the fund of hedge funds, hedge fund seeding and hedge fund advisory businesses from Citigroup Inc.'s Citi Alternative Investments, LLC, with total investments under management and advisory of $4.2 billion. The transaction will position SkyBridge as one of the leading global alternative asset managers with a total of $5.6 billion in assets under management and advisory and solidifies the firm as a global leader in hedge fund incubation. Terms of the transaction were not disclosed. The businesses are part of Citi Holdings, the segment which contains Citi's non-core assets and businesses. The sale is consistent with Citi's strategy to reduce non-core assets, tightly manage risks and optimize the value of assets in Citi Holdings, while working to generate long-term profitability and growth from Citicorp, which comprises the company's core businesses. Raymond Nolte, who has led these businesses at CAI since 2005, will join SkyBridge as a managing partner and chief investment officer. He brings a team of more than 20 professionals. "It has been our belief for several years that the integration of a fund of hedge funds business is a natural fit with the SkyBridge platform, and this deal is a result of our long-term strategy to acquire assets that maximize value for investors," said Anthony Scaramucci, managing partner of SkyBridge Capital. "Citi's proven investment capabilities and comprehensive suite of fund of funds products combined with our entrepreneurial culture, marketing, risk management and operational expertise creates an entity with significant growth potential." Under Mr. Nolte's leadership, these businesses experienced a strong track record for delivering superior risk adjusted returns to its stable client base. Before joining CAI, he served for more than two decades in various positions at Bankers Trust and its successor Deutsche Bank. "I am excited to be teaming up with Anthony and his co-managing partner Scott Prince," said Mr. Nolte. "With the combined business, we can leverage the firm's established relationships with hedge fund allocators globally to deliver a highly- diversified alternative product offering." Sandton Partners, LLC, a New York-based advisory firm, acted as the exclusive financial advisor to SkyBridge on the acquisition. The firm was founded by James Greenberg, who has more than 15 years of experience in providing strategic advice to investment managers globally. 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. CLEAVER-BROOKS INC: Moody's Assigns 'B2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has assigned a B2 Corporate Family Rating and a B2 Probability of Default to Cleaver-Brooks, Inc. Concurrently, Moody's assigned a B2 to the company's new $200 million senior secured notes and a stable ratings outlook. Moody's did not rate the company's $40 million ABL revolver. The ratings reflect Cleaver-Brooks' position as a leading provider of package boilers and heating applications in non-residential installations and its significant parts and repair business due to a large installed base. Although the weak economy has pressured the company's sales and overall profitability, Moody's expects Cleaver-Brooks credit metrics should strengthen over the next couple of years as the economy strengthens and potential customers are better able and are more willing to replace their aging boilers. The rating also reflects the company's installed base and the significant contribution of the parts and repair business to its operations. The stable outlook reflects the view that the company's financial performance should strengthen in the next 18 months. Growth in the company's business should come over time due in part to the large role that the parts and repair business plays in the company's revenue mix. The ratings could benefit if debt to EBITDA were to be sustained below 3.5 times and EBIT to Interest of 2.0 times was attained. Assignments: Issuer: Cleaver-Brooks, Inc. -- Probability of Default Rating, Assigned B2 -- Corporate Family Rating, Assigned B2 -- Senior Secured Regular Bond/Debenture, Assigned a range of 55 - LGD4 to B2 This is an initial rating assignment for Cleaver-Brooks. Cleaver-Brooks, Inc., headquartered in Thomasville, GA, is a leading manufacturer of package boilers which generate hot water and steam used for hot water and heating applications in non- residential installations, and process steam for institutional and industrial purposes. Revenue for the LTM period ended 12/31/09 was approximately $250 million. CLUB CONCEPTS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Club Concepts, Inc. AKA The Intersection 401 Hall Street, Suite 60 Grand Rapids, MI 49503 Bankruptcy Case No.: 10-04553 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: James D. Gregg Debtor's Counsel: Terry L. Zabel, Esq. Rhoades, McKee et al 161 Ottawa Ave NW, Suite 600 Grand Rapids, MI 49503 Tel: (616) 235-3500 E-mail: ECF-tlz@rhoadesmckee.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $780,560.00 while debts total $1,918,240.21. A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/miwb10-04553.pdf The petition was signed by Lee Anne Langlois, president. CONTINENTAL AIRLINES: Reports March 2010 Operational Performance ---------------------------------------------------------------- Continental Airlines reported a March consolidated (mainline plus regional) load factor of 83.1%, 3.7 points above the March 2009 consolidated load factor, and a mainline load factor of 83.6%, 3.7 points above the March 2009 mainline load factor. Both March load factors were records for the month. The carrier reported a record domestic mainline March load factor of 85.8%, 1.5 points above the March 2009 domestic mainline load factor, and an international mainline load factor of 81.7%, 5.9 points above March 2009. During March, Continental recorded a U.S. Department of Transportation on-time arrival rate of 77.7% and a mainline segment completion factor of 99.8%. In March 2010, Continental flew 7.9 billion consolidated revenue passenger miles (RPMs) and 9.5 billion consolidated available seat miles (ASMs), resulting in a consolidated traffic increase of 5.2% and a capacity increase of 0.5% as compared to March 2009. In March 2010, Continental flew 7.0 billion mainline RPMs and 8.4 billion mainline ASMs, resulting in a mainline traffic increase of 5.5% and a mainline capacity increase of 0.8% as compared to March 2009. Domestic mainline traffic was 3.4 billion RPMs in March 2010, up 0.3% from March 2009, and domestic mainline capacity was 4.0 billion ASMs, down 1.4% from March 2009. For March 2010, consolidated passenger revenue per available seat mile (RASM) is estimated to have increased between 14.5 and 15.5% compared to March 2009, while mainline RASM is estimated to have increased between 13.0 and 14.0%. For February 2010, consolidated passenger RASM increased 7.7% compared to February 2009, while mainline passenger RASM increased 5.8% compared to February 2009. Continental ended the first quarter 2010 with an unrestricted cash, cash equivalents and short-term investments balance of approximately $3.15 billion. Continental's regional operations had a March load factor of 79.2%, 3.5 points above the March 2009 regional load factor. Regional RPMs were 838.5 million and regional ASMs were 1,058.1 million in March 2010, resulting in a traffic increase of 2.8% and a capacity decrease of 1.8% versus March 2009. A full-text copy of Continental Airlines' report is available at no charge at http://ResearchArchives.com/t/s?5ffc Investor Update In March 2010, management provided an update for investors presenting information relating to Continental's financial and operational outlook for the first quarter and full year 2010, as well as other information. For the first quarter of 2010, the Company expects both its consolidated and mainline load factors to be up approximately 4 to 5 points year-over-year compared to the same period in 2009. The Company anticipates ending the first quarter of 2010 with an unrestricted cash, cash equivalents and short-term investments balance of between $3.1 and $3.2 billion. For the full year 2010, Continental expects its consolidated capacity to be up 1% to 2% yoy. The Company expects its mainline capacity to be up 1% to 2% yoy, with its mainline domestic capacity down about 1% yoy and its mainline international capacity up 4% to 5% yoy. The international increase is primarily due to the run-rate of international routes added in 2009 and the restoration of the Company's full schedule to Mexico following its capacity pulldown last year related to H1N1. Earlier in the first quarter, the Company contributed $34 million to its defined benefit pension plans. The Company estimates its remaining minimum funding requirements for calendar year 2010 are approximately $85 million. The Company estimates that its non-cash pension expense will be approximately $215 million for 2010. This amount excludes non-cash settlement charges related to lump-sum distributions. Settlement charges are possible during 2010, but the Company is not able at this time to estimate the amount of these charges. A full-text copy of Continental's Investor Update is available at no charge at http://ResearchArchives.com/t/s?5ffe About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,400 daily departures throughout the Americas, Europe and Asia, serving 130 domestic and 132 international destinations. Continental is a member of Star Alliance, which provides access to more than 900 additional points in 169 countries via 24 other member airlines. With more than 41,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries roughly 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. CONTINENTAL AIRLINES: Annual Report for 2004 Employee Plan Filed ---------------------------------------------------------------- Continental Airlines, Inc., filed with the Securities and Exchange Commission the annual report on Form 11-K for the company's 2004 Employee Stock Purchase Plan. MFR, P.C. in Houston, Texas, audited the report. At December 31, 2009, the Plan's asset is a $3,185,091 receivable from Continental, as Plan Sponsor. The Plan's liabilities consist of $3,185,091 in distributions due to Plan participants for the purchase of stock. The Continental Airlines, Inc., 2004 Employee Stock Purchase Plan is a self-funded contributory stock purchase plan which provides Continental as Plan Sponsor and Participating Company employees the option to purchase Continental's Class B common stock at a discounted price. A full-text copy of the Annual Report on Form 11-K is available at no charge at http://ResearchArchives.com/t/s?5ffd About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,400 daily departures throughout the Americas, Europe and Asia, serving 130 domestic and 132 international destinations. Continental is a member of Star Alliance, which provides access to more than 900 additional points in 169 countries via 24 other member airlines. With more than 41,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries roughly 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. CORRADI ARMS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Corradi Arms, Inc. 120 North Sunset Canyon Drive Burbank, CA 91501 Bankruptcy Case No.: 10-23313 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Gerald Wolfe, Esq. 19600 Fairchild Road Suite 295 Irvine, CA 92656 Tel: (949) 257-0961 Fax: (949) 608-8930 E-mail: gerald@gwesq.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company says that assets total $12,008,100 while debts total $23,636,081. The petition was signed by Pamela Corradi, president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Far East National Bank 1615-1621 Scott $20,000,000 977 N. Broadway, Suite 401 Road, Burbank, CA Los Angeles, CA 90012 Keeton Construction Services 1615-1621 Scott $1,278,032 2021 Catalina Way Road, Burbank, CA Nolensville, TN 37135 Corradi Family Trust 1615-1621 Scott $608,000 Tte, James and Victoria Road, Burbank, CA Corradi 120 N. Sunset Canyon Drive Burbank, CA 91501 Charles Huff 1615-1621 Scott $454,836 2238 Rim Road Road, Burbank, CA Duarte, CA 91008 Loans against project C A Huff and Associates 1615-1621 $232,935 Road, Burbank, CA Project Management Services Jimco Electrical Construction 1615-1621 Scott $119,979 Road, Burbank, CA Kennco Plumbing, Inc $114,230 G. W. Stone $57,755 William F. Powers, Jr. $56,008 Oakridge Landscape, Inc $45,900 Vintage Plastering $41,990 D7 Consulting Services $37,194 Streamline Finishes, Inc $36,050 Oakridge Landscape, Inc $35,499 CS Drywall, Inc. $35,323 CPS Security $33,982 L. Rod Ironworks 1615-1621 Scott $33,089 Road, Burbank, CA ARSS Flooring $31,270 Mapco Construction $30,484 J. E. Carr Construction $28,020 DANA HOLDING: Annual Shareholders' Meeting on April 28 ------------------------------------------------------ The 2010 Annual Meeting of Shareholders of Dana Holding Corporation will be held at 8:30 a.m., Eastern Time, on April 28, 2010, at The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, in Romulus, Michigan. Registration will begin at 7:30 a.m., Eastern Time. At the meeting, shareholders will be asked to: 1. elect four Directors for a one-year term expiring in 2011 or upon the election and qualification of their successors; 2. ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2010; and 3. transact any other business that is properly submitted before the Annual Meeting or any adjournments or postponements of the Annual Meeting. Dana also said the 4.0% Series A Preferred Convertible Holders (Series A Preferred Holders) will vote separately as a class to elect three Directors for a one-year term expiring in 2011 or upon the election and qualification of their successors. The record date for the Annual Meeting is March 1, 2010. Shareholders of record at the close of business on the Record Date can vote at the Annual Meeting. A full-text copy of Dana's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5ff9 The Company posted a net loss available to common stockholders of $463 million for the year ended December 31, 2009, on net sales of $5.228 billion. At December 31, 2009, the Company had total assets of $5.064 billion against total liabilities of $3.285 billion. At December 31, 2009, total equity was $1.779 billion. Total equity was $2.135 billion at year end 2008. About Dana Holding Based in Toledo, Ohio, Dana Holding Corporation -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Dana has facilities in China in the Asia-Pacific, Argentina in the Latin-American regions and Italy in Europe. Dana Corp., together with affiliates, affiliates filed for Chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06- 10354). Attorneys at Jones Day represented the Debtors. It emerged from bankruptcy Jan. 31, 2008, and the reorganized entity was named Dana Holding Corporation. As reported in the Troubled Company Reporter on June 9, 2009, Moody's Investors Service lowered the Corporate Family Rating of Dana Holding Corporation to 'Caa2', raised the Probability of Default Rating to 'Caa1', and adjusted the ratings of certain debt instruments. According to Moody's, the positioning of Dana's PDR at 'Caa1' reflects ongoing pressures the company faces from the continued erosion in the global automotive and commercial vehicle markets. DANA HOLDING: Avenue Capital Holds 5.0% of Common Stock ------------------------------------------------------- Avenue Capital Management II, L.P.; Avenue Capital Management II GenPar, LLC; and Marc Lasry disclosed that as of March 9, 2010, they may be deemed to hold 7,102,235 shares or roughly 5.0% of the common stock of Dana Holding Corporation. About Dana Holding Based in Toledo, Ohio, Dana Holding Corporation -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Dana has facilities in China in the Asia-Pacific, Argentina in the Latin-American regions and Italy in Europe. Dana Corp., together with affiliates, affiliates filed for Chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06- 10354). Attorneys at Jones Day represented the Debtors. It emerged from bankruptcy Jan. 31, 2008, and the reorganized entity was named Dana Holding Corporation. At December 31, 2009, the Company had total assets of $5.064 billion against total liabilities of $3.285 billion. At December 31, 2009, total equity was $1.779 billion. Total equity was $2.135 billion at year end 2008. As reported in the Troubled Company Reporter on June 9, 2009, Moody's Investors Service lowered the Corporate Family Rating of Dana Holding Corporation to 'Caa2', raised the Probability of Default Rating to 'Caa1', and adjusted the ratings of certain debt instruments. According to Moody's, the positioning of Dana's PDR at 'Caa1' reflects ongoing pressures the company faces from the continued erosion in the global automotive and commercial vehicle markets. DANE BAIRD: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtor: Dane Edward Baird, Jr. Sarah Dobson Baird 221 North Hogan Street, #304 Jacksonville, FL 32202 Bankruptcy Case No.: 10-02954 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Robert D. Wilcox, Esq. Wilcox Law Firm Enterprise Park 4190 Belfort Road, Suite 315 Jacksonville, FL 32216 Tel: (904) 281-0700 Fax: (904) 513-9201 E-mail: rwilcox@wilcoxlawfirm.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 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb10-02954.pdf The petition was signed by Dane Edward Baird, Jr. and Sarah Dobson Baird. DAVID CHUN: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtor: David J. Chun Tanya Y. Chun 951 Hamilton Place Lane Lakeland, FL 33813 Bankruptcy Case No.: 10-08084 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Caryl E. Delano Debtor's Counsel: Buddy D. Ford, Esq. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $389,237 Scheduled Debts: $1,419,586 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb10-08084.pdf The petition was signed by David J. Chun and Tanya Y. Chun. DAVID SUGAR: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: David Allen Sugar Stephanie Linda Sugar 7314 Point of Rocks Rd. Sarasota, FL 34242 Bankruptcy Case No.: 10-08089 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Susan H Sharp, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: ssharp.ecf@srbp.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 largest unsecured creditors together with its petition. The petition was signed by David Allen Sugar and Stephanie Linda Sugar. DEAYDRE PULLIAM: Case Summary & 15 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Deaydre L. Pulliam fka Deaydre L. Robey Timothy J. Pulliam dba The Kensington Agency Groundhog Coffee Bar Elite Care 855 Hamilton Heights Road Corvallis, MT 59828 Bankruptcy Case No.: 10-60725 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court District of Montana (Butte) Debtor's Counsel: Benjamin C. Tiller Esq. The Law Offices of Benjamin C. Tiller P.O. Box 1262 Helena, MT 59624 Tel: (406) 422-7912 E-mail: tiller@bctlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mtb10-60725.pdf The petition was signed by the Joint Debtors. DEER VALLEY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Deer Valley Medical Center, LLC 4455 East Camelback Road, Suite A-205 Phoenix, AZ 85018 Chapter 11 Case No.: 10-10726 Chapter 11 Petition Date: April 13, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Randolph J. Haines Debtor's Counsel: Donald W. Powell, Esq. Carmichael & Powell, P.C. 7301 N. 16th St., #103 Phoenix, AZ 85020 Tel: (602) 861-0777 Fax: (602) 870-0296 Email: d.powell@cplawfirm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Robert Key, the company's managing member. The Debtor did not file its list of largest unsecured creditors when it filed its petition. DELFASCO INC: Group Buys Delfasco of Tennessee as Part of Plan -------------------------------------------------------------- John M. Jones, Jr., at the Greeneville Sun reports that the assets of Delfasco of Tennessee, the Greeneville-based division of Delfasco, Inc., have been purchased by an investor group who plan to continue to operate the company's local plant with the same employees and the same management. According to the report, in a privately negotiated sale, the investors, with the corporate name Delfasco Finance, LLC, acquired the assets of the Tennessee operations and will provide capital for the continued operation of the business. The parties have closed the sale. Going forward, the name of the company itself will be Delfasco, LLC, rather than Delfasco of Tennessee. The operating management of Delfasco will remain the same, including Vice-President and General Manager Mark Benko, of Greeneville, who has been with the company since it started here in 1977. The Greeneville operations currently employ 65 persons. Based in Hurst, Tex., Delfasco, Inc. -- http://www.delfasco.com/- - makes practice bombs for Air Force and Navy pilots, and does other metal fabrication and forging. Delfasco filed for Chapter 11 protection on July 28, 2008 (Bankr. D. Del., Case No. 08- 11578). Steven M. Yoder, Esq., at Potter Anderson & Corroon, LLP, in Wilmington, Del., represents the company. When Delfasco filed for bankruptcy, it estimated assets and liabilities of $1,000,000 to $10,000,000. DELTA FINANCIAL: Settles FLSA Class Actions ------------------------------------------- A bankruptcy judge has signed off on a settlement to end a class action overtime feud between more than 400 former loan officers and Delta Financial Corp., Bankruptcy Law360 reports. Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) -- http://www.deltafinancial.com/-- is a Woodbury, New York-based specialty consumer finance company that originates, securitizes and sells non-conforming mortgage loans. The Company filed a chapter 11 petition on December 17, 2007 (Bankr. D. Del. Lead Case No. 07-11880). On the same day, three affiliates filed separate chapter 11 petitions -- Delta Funding Corp., Renaissance Mortgage Acceptance Corp., and Renaissance R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to 07-11883). The Debtors selected Morrison & Foerster LLP as their general bankruptcy counsel and David B. Stratton, Esq. and James C. Carignan, Esq. at Pepper Hamilton LLP as their counsel. The Debtors hired AlixPartners LLP as their claims agent. The Official Committee of Unsecured Creditors retained Landis Rath & Cobb LLP as its Delaware counsel. The Debtors' amended consolidated quarterly financial condition as of Sept. 30, 2007, showed $7,223,528,000 in total assets and $7,108,232,000 in total liabilities. The Debtors' petition listed D.B. Structured Products Inc. as their largest unsecured creditor holding a $19,500,000 claim. DELUXE CORP: Custom Direct Deal Won't Affect Moody's 'Ba1' Rating ----------------------------------------------------------------- Moody's Investors Service indicated that Deluxe Corporation's announcement that it has acquired all of the outstanding shares of Custom Direct, Inc., a provider of consumer checks, for a cash purchase price of approximately $98 million does not affect the Company's Ba2 Corporate Family rating or stable rating outlook. Moody's most recent rating action on Deluxe was on March 29, 2010, when the rating agency upgraded the rating for the Company's $200 million of 7-3/8% senior unsecured notes due 2015 to Ba1 from Ba2. Deluxe'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 and tolerance for risk. These attributes were compared against other issuers both within and outside of Deluxe's core industry and Deluxe's ratings are believed to be comparable to those of other issuers of similar credit risk. Deluxe, headquartered in St. Paul, MN, uses direct marketing, distributors and a North American sales force to provide a wide range of customized products and services: personalized printed items (checks, stationery, greeting cards, labels, and packaging supplies), promotional products and merchandising materials, fraud prevention services, and customer retention programs. Annual revenue approximates $1.3 billion. DS WATERS: Moody's Reviews 'B3' Corporate Family Rating ------------------------------------------------------- Moody's Investors Service has placed the B3 corporate family rating and probability of default rating of DS Waters of America, Inc., on review for possible upgrade pending the completion of its proposed financing transaction. At the same time, Moody's assigned a Ba2 rating to DSW America's proposed $375 million revolving and term loan credit agreement and a B3 rating to DSW Holdings, Inc., proposed $475 million senior secured notes. Proceeds from the issuance of the term loan and notes are expected to refinance the existing $165 million term loan (affirmed at Ba3), $300 million Holdco term loan (unrated) and $298 million Holdco PIK notes (unrated). Upon execution of the refinancing transaction, the review for possible upgrade will be concluded with an upgrade of the CFR and PDR to B2 assuming there are no material changes to the draft credit agreement and offering memorandum or operating performance. Concurrently, Moody's will move the CFR, PDR and stable outlook of DSW America to DSW Holdings, a parent holding company that owns DSW America. Finally, the Ba3 ratings on the existing revolver and term loan will be withdrawn upon the successful completion of the refinancing transaction. The expected upgrade of the CFR to B2 will reflect the benefits of an improved capital structure following the refinancing; in particular, the extension of an unfavorable maturity profile which had previously constrained the rating. Further, the rating reflects the company's ability to achieve strong margins and solid cash flows in a challenging operating environment that saw unemployment levels rise and customer levels fall in 2009. While DS Waters has yet to prove its ability to consistently grow its customer base organically, recent trends indicate that heavy customer quit levels seen in 2009 have abated and that customer levels may begin to stabilize in 2010 as economic conditions improve. Accordingly, Moody's expects DS Waters to maintain its strong profitability levels in 2010, supporting credit metrics and a liquidity profile commensurate with a B2 rating even with the substantial increase in cash interest requirements that will result from the refinancing. These ratings have been placed on review for possible upgrade: DSW America: * B3 Corporate Family Rating; and * B3 Probability of Default Rating. These ratings have been assigned: DSW Holdings: -- B3 (LGD5, 75%) rating to the $475 million senior secured notes due 2017. DSW America: -- Ba2 (LGD2, 18%) rating to the proposed $100 million senior secured revolver due 2015; and -- Ba2 (LGD2, 18%) rating to the proposed $275 million senior secured term loan due 2016. These ratings were affirmed: -- Ba3 (LGD2, 20%) rating on the existing senior secured revolver and term loan. The last rating action on DS Waters was the downgrade of the CFR to B3 on March 12, 2007. DS Water, headquartered in Atlanta, Ga, is a provider of bottled water and related services delivered directly to residential and commercial customers in the U.S. Its core business is the bottling and direct delivery of drinking water in 3 and 5 gallon bottles to homes and offices and the rental of water dispensers. The company also sells water in smaller bottles, cups, coffee, flavored beverages and powdered sticks, and sells water filtration devices. Revenues in 2009 were $750 million. EAST WEST: Proposes to Pay 100% to Most of Unsecured Claims ----------------------------------------------------------- East West Resort Development V, L.P., L.L.P., et al., filed with the U.S. Bankruptcy Court for the District of Delaware an amended Disclosure Statement explaining their proposed Plan of Reorganization. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for Class 1 priority claims will be paid full in cash. The Plan did not provide for the estimated percentage recovery by holders of (i) Citizens secured claims ($2,881,00 plus accrued and unpaid interest); (ii) Citizens model secured claim ($2,350,000), (iii) JPMorgan secured claim ($1,254,104); (iv) Plumas secured claim ($2,971,129); and (v) SocGen secured claim ($6,000,000.) General unsecured claims will be treated as follows: (i) general unsecured claims of Iron Horse, NMPH, Big Horn, Village Townhomes, Realty, Resorts and Trailside Townhomes will be paid 100% on account of their claims; (ii) NMP general unsecured claims ($2,637,000 - $3,380,000) will recover 30% - 38% on account of their claims; (iii) general unsecured claims of Greenwood ($1,830,000) will recover 27% on account of their claims; (iv) Club general unsecured claims ($2,883,000 - $6,335,000) will recover 16% - 35% on account of their claims; (v) Golf member club general unsecured claims ($0 - $ 3,453,000) will recover 24% - $29% and (vi) Gray's general unsecured claims will receive no distribution on account of their claim. Holders of Convenience Class Claims will recover $100%. Holders of Intercompany claims and interests will receive no distribution on account of their claims. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/EASTWEST_DS.pdf The Debtors are represented by: Richards, Layton & Finger, P.A. Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Dana L. Reynolds, Esq. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Paul Hastings, Janofsky & Walker LLP Richard A. Chesley, Esq. Gregory S. Otsuka, Esq. Hilla Uribe Jimenez, Esq. 191 North Wacker Drive, 30th Floor Chicago, IL 60606 Tel: (312) 499-6000 Fax: (312) 499-6100 Avon, Colorado-based East West Resort Development V, L.P., L.L.L.P., is a limited partnership between Crescent Resort Development, Inc., and long-standing developer East West Partners, Inc., that was formed to develop residential and commercial real estate projects on and around the Northstar at Tahoe Resort in Lake Tahoe, California. East West Resort filed for Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. D. Delaware Case No. 10-10452), estimating its assets and debts at $100,000,001 to $500,000,000. The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC; Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty, Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC; Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and Northstar Mountain Properties, LLC -- filed separate Chapter 11 petitions. The Debtors' financial advisor is Houlihan Lokey Howard & Zukin Capital, Inc. The Debtors' claims agent is Epiq Bankruptcy Solutions. ELECTRICAL COMPONENTS: Files Prepackaged Plan of Reorganization --------------------------------------------------------------- Electrical Components International, Inc., and its debtor- affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a joint prepackaged plan of reorganization and disclosure statement. The Debtors will seek approval of their prepackaged Chapter 11 plan of reorganization from the Court at a confirmation hearing on May 11, 2010, at 4:00 p.m., prevailing Eastern Time. Objections to the Plan must be filed by 4:00 p.m., prevailing Eastern Time on May 3, 2010. The proposed financial restructuring will result in the elimination of $165 million or approximately 50% of debt. It will also free up additional cash that can be reinvested in the Debtors' businesses and position them to pursue future growth opportunities. Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_plan.pdf http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds.pdf http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds2.pdf Under the Plan, holders of allowed administrative expense claims will receive payment in full in cash of the unpaid portion of the claims. Persons seeking awards by the Court of compensation for services rendered or reimbursement of expenses incurred through and including the confirmation date will be paid in full, in cash. Holders of allowed priority tax claims will be paid in full, in cash. DIP claims and DIP expense claims will be indefeasibly paid in full, in cash from, inter alia, the proceeds of the exit facility. Upon payment, the commitments under the DIP facility will terminate and liens and security interests granted to secure the obligations will be terminated. Holders of these claims, which will be unimpaired, aren't entitled to vote on the plan: a. Class 1 - Priority Non-Tax Claims (deemed to accept, and will be paid in full, in cash); b. Class 4 - Secured Tax Claims (deemed to accept, and will be paid in full, in cash); c. Class 5 - Other Secured Claims (deemed to accept); d. Class 6 - General Unsecured Claims (deemed to accept, and will be paid in full, in cash); e. Class 7 - Intercompany Claims (deemed to accept); and f. Class 9 - Equity Interest in Subsidiary Debtors (deemed to accept). Holders of Class 10 - Holdings Common Equity Interests, will be impaired, aren't allowed to vote on the plan and are deemed to reject the plan. Holders of these claims, which will be impaired, are entitled to vote: a. Class 2 - First Lien Lender Claims; b. Class 3 - Second Lien Lender Claims; and c. Class 7 - Intercompany Claims. Holders of Class 2 claims will receive in full satisfaction of the claim, the holder's pro rata share of (x) 50,000,000 shares of the New Common Stock of Reorganized Holdings unless a cash election is made with respect to an allowed first lien lender claim, and (y) the exit facility tranche B term loans. In lieu of a distribution of its pro rata share of 50,000,000 shares of the new common stock, (x) each holder of an allowed first lien lender claim may elect to receive cash on account of all or a portion of its distribution of new common stock in an amount equal to $1.00 per share of new common stock, provided that the aggregate amount of shares of new common stock on account of which the electing lenders may receive cash distributions pursuant to the cash election will not exceed 15,000,000. Holders of Class 3 claims will receive, in full satisfaction of the claim, the holders' pro rata share of $10.0 million in cash. Class 5 claims will be reinstated, will receive cash in an amount equal to the allowed other secured claim, or will receive the collateral securing the claim and any interest on the claim. The legal, equitable and contractual rights of the holders of Class 7 claims will be unaltered by the Plan. Class 8 claims will be cancelled and each holder will receive its pro rata share of the rights. Equity Interests in Subsidiary Debtors (Class 9) claims will be owned by Reorganized Holdings or Reorganized ECI, as applicable. Shares of Holdings Common Equity Interests (Class 10) will be cancelled, and each holder won't receive or retain any property or interest in property on account of the claims. On the effective date, BKC will make the BKC New Money Equity Contribution in exchange for 13,100,000 shares of the new common stock. BKC will make the BKC Secondary Equity Contribution in exchange for at least an additional 5,000,000 shares and up to 7,500,000 shares of the new common stock. Sankaty will make the Sankaty New Money Equity Contribution in exchange for 9,400,000 shares of the new common stock. Sankaty will also make the Sankaty Secondary Equity Contribution in exchange for at least an additional 5,000,000 shares and up to 7,500,000 shares of the new common stock. On the effective date, the operations of Reorganized Holdings will become the general responsibility of its board of directors. The initial board of directors of Reorganized Holdings will consist of seven directors, one of whom will be the chief executive officer of Reorganized ECI, two will be designated by BKC, two will be designated by Sankaty and two will be independent directors designated by the holder of a majority of the outstanding shares of New Common Stock. About Electrical Components St. Louis, Missouri-based Electrical Components International, Inc. -- aka Whitehouse Acquisition Co.; Electrical Components International DE Holdings Co.; Wirekraft Employment Co.; Wire Harness Contractors, Inc.; Wire Harness Automotive, Inc.; Wire Harness Industries Inc.; and Wirekraft LLC -- designs, manufactures and markets wire harnesses and provides assembly services primarily for major white goods appliance manufacturers. The Company filed for Chapter 11 bankruptcy protection on March 30, 2010 (Bankr. D. Del. Case No. 10-11054). These affiliates also filed separate Chapter 11 petitions -- ECM Holding Company (Case No. 10-11055), with estimated assets and debts at $100 million to $500 million; FP-ECI Holdings Company (Case No. 10-11056); and Noma O.P., Inc. (Case No. 10-11057). Stephen Youngman, Esq., at Weil, Gotshal & Manges LLP, assists the Company in its restructuring effort. Chun I. Jang, Esq., Paul N. Health, Esq., and Travis A. McRoberts, Esq., at Richards, Layton & Finger, P.A., are the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. In its petition, the Company estimated its assets and debts at $100,000,001 to $500 million. ENERGYCONNECT GROUP: Board Approves Incentive Plan -------------------------------------------------- The Board of Directors of EnergyConnect Group, Inc., on March 30, 2010, approved the EnergyConnect Group, Inc. Incentive Plan. The period covered by the plan is January 3, 2010, to January 1, 2011. The purposes of the plan is to drive superior performance of the company, to align, motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain performance goals and to retain key executives. Officers and key executives designated by the Company's Board of Directors or the Compensation Committee thereof are eligible to participate in the plan. Bonuses paid under the plan will be based on attainment of corporate and strategic business objectives or the participant's contribution to the company. The plan administrator will establish the performance period or periods for the plan, the performance goals for each performance period and the target bonus amount for each participant. Performance goals and target bonus amounts must be established by the earlier of (i) 90 days after the start of the performance period or (ii) the date that 25% of the performance period has lapsed. Performance goals may include one or more objective measurable performance factors, including, but not limited to: (i) operating income; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share; (vi) sales or revenue; (vii) expenses; (viii) cost of goods sold; (ix) profit/loss or profit margin; (x) working capital; (xi) return on equity or assets; (xii) debt or debt-to-equity; (xiii) accounts receivable; (xiv) writeoffs; (xv) cash; (xvi) assets; (xvii) liquidity; (xviii) operations; (xvix) product development; (xx) regulatory activity; (xxi) management; (xxii) human resources; (xxiii) corporate governance; (xxiv) information technology; (xxv) business development; (xxvi) strategic alliances, licensing and partnering; (xxvii) mergers and acquisitions or divestitures; and/or (xxviii) financings, each with respect to the Company or one or more of its affiliates or operating units. The administrator has reserved the right, in its sole discretion, to reduce or eliminate the amount of a bonus otherwise payable to a participant with respect to any performance period. A participant must be on the company's payroll at the end of the applicable performance period to be eligible to receive a bonus under the plan. Bonuses paid under the plan will be paid in cash as soon as practicable following the end of the applicable performance period and, in any event, by March 15, 2011. About EnergyConnect Group Campbell, Calif.-based EnergyConnect Group, Inc., is a provider of demand response services to the electricity grid. Demand response programs provide grid operators with additional electricity generation capacity by encouraging consumers to curtail their electricity usage. The Company's balance sheet as of January 2, 2010, showed $9,774,924 in total assets and $9,746,384 in total liabilities, resulting in a $28,540 stockholders' equity. * * * RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. ENERGYCONNECT GROUP: RBSM Out, SingerLewak In as Auditor -------------------------------------------------------- The Audit Committee of the Board of Directors of EnergyConnect Group, Inc., on April 7, 2010, determined to dismiss RBSM LLP as the Company's independent registered public accounting firm. The Company then notified RBSM of the dismissal on April 8, 2010. RBSM's reports on the Company's consolidated financial statements as of and for the years ended January 2, 2010, and January 3, 2009, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except RBSM's assumption that the Company will continue as a going concern and that the consolidated financial statements as of and for the years ended January 2, 2010, and January 3, 2009, do not include any adjustments that might result from the outcome of that uncertainty. During the Company's two most recent fiscal years ended January 2, 2010, and January 3, 2009, and the subsequent period through April 3, 2010, the Company did not have any disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RBSM, would have caused it to make reference to the subject matter of the disagreements in connection with its report. Also during this period, there have been no reportable events as that term is described in Item 304(a)(1)(v) of Regulation S-K. As a result of a competitive request for proposal process undertaken by the Audit Committee, on April 7, 2010, the Audit Committee approved SingerLewak as the Company's independent registered public accounting firm for the year ending January 1, 2011, subject to the execution of a formal engagement letter. In deciding to select SingerLewak, the Audit Committee reviewed auditor independence issues and existing commercial relationships with SingerLewak and concluded that SingerLewak has no commercial relationship with the Company that would impair its independence. During the fiscal year ended January 2, 2010, the Company engaged SingerLewak to assist the Company as the Company prepared its tax provision. In the course of this engagement, the Company sought advice from SingerLewak on the application of accounting principles with respect to the tax provision. The Company did not engage SingerLewak in any prior consultations during the Company's fiscal years ended January 2, 2010, and January 3, 2009. About EnergyConnect Group Campbell, Calif.-based EnergyConnect Group, Inc., is a provider of demand response services to the electricity grid. Demand response programs provide grid operators with additional electricity generation capacity by encouraging consumers to curtail their electricity usage. The Company's balance sheet as of January 2, 2010, showed $9,774,924 in total assets and $9,746,384 in total liabilities, resulting in a $28,540 stockholders' equity. * * * RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. ENERGY FUTURE: Files Prospectuses on Goldman Notes Offering ----------------------------------------------------------- Energy Future Holdings Corp. on April 9 and 13, filed with the Securities and Exchange Commission prospectuses in connection with a plan to offer: -- $1,830,546,000 of 10.875% Senior Notes due 2017; and $2,777,290,566 of 11.250%/12.000% Senior Toggle Notes due 2017 See http://ResearchArchives.com/t/s?5fee -- $1,000,000,000 of 5.55% Series P Senior Notes due 2014; $750,000,000 of 6.50% Series Q Senior Notes due 2024; and $750,000,000 of 6.55% Series R Senior Notes due 2034 See http://ResearchArchives.com/t/s?5fef -- $115,446,000 of 9.75% Senior Secured Notes due 2019 See http://ResearchArchives.com/t/s?5fed Energy Future Holdings said the prospectuses have been prepared for and may be used by Goldman, Sachs & Co. as Market Maker, and affiliates of Goldman in connection with offers and sales of the notes related to market-making transactions in the notes in the secondary market effected from time to time. Goldman and its affiliates may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agent for both. Sales of notes pursuant to this prospectus will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. EFH Corp. will not receive any proceeds from those sales. In its annual report on Form 10-K filed in February 2010, the Company said income attributable to EFH Corp. was $344 million for the year ended December 31, 2009, from a net loss of $9.838 billion for 2008. Operating revenues were $9.546 billion for 2009 from $11.364 billion in 2008. At December 31, 2009, the Company had total assets of $59.662 billion against total liabilities of $61.498 billion. Total equity at December 31, 2009, was $1.836 billion from $2.318 billion at end of December 2008. About Energy Future Energy Future Holdings Corp. is a diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The company delivers electricity to roughly three million delivery points in and around Dallas- Fort Worth. * * * Energy Future Holdings Corp. continues to carry Moody's Investors Service "Caa1" Corporate Family Rating, with negative rating outlook. As reported by the Troubled Company Reporter on April 7, 2010, Fitch Ratings downgraded to 'B-' from 'B' the Issuer Default Ratings of Energy Future Holdings Corp.; Energy Future Intermediate Holding Company LLC; Texas Competitive Electric Holdings Company LLC; and Energy Future Competitive Holdings Company. FANITA RANCH: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Fanita Ranch, LP Carlsbad 2055 Corte Del Nogal Carlsbad, CA 92011 Tel: 619-236-0800 Bankruptcy Case No.: 10-05750 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: William A. Smelko, Esq. 10931 Rockwood Rd. El Cajon, CA 92020 Tel: 619-236-0800 E-mail: wasmelko@aol.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of creditors together with its petition. The petition was signed by Michael Armstrong, General Managing Member of Debtor's General Pr. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Barratt American, Inc. 08-13249 4/07/10 FLEETWOOD ENTERPRISES: Updates Disclosure Statement --------------------------------------------------- Fleetwood Enterprises Inc. has updated its Chapter 11 disclosure statement to include more information on various ongoing litigation and the company's current and projected financial condition, in an attempt to address numerous objections from the U.S. trustee and others, Bankruptcy Law360 reports. Based in Riverside, California, Fleetwood Enterprises, Inc., was the second largest manufactured housing maker in the U.S. and the largest manufacturer of recreational vehicles over 30 feet in length. Fleetwood Enterprises listed assets of $560 million against debt totaling $624 million in its bankruptcy petition. Fleetwood Enterprises, together with 19 of affiliates, filed for Chapter 11 protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher LLP, represent the Debtors in their restructuring efforts. FTI Consulting Inc. is the financial advisor to the Debtors. The Debtors tapped Greenhill & Co. LLC as its investment banker. FOLEY 15: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Foley 15 Acres Development, LLC 2871 Mabry Road, NE Atlanta, GA 30319 Bankruptcy Case No.: 10-70750 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: J. Nevin Smith, Esq. Smith Diment Conerly, LLP 402 Newman Street Carrollton, GA 30117 Tel: (770) 834-1160 Fax: (770) 834-1190 E-mail: cstembridge@smithdiment.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 5 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb10-70750.pdf The petition was signed by Martin H. Jones, MHJ Holdings, LLC's managing manager. FRANK CONSTANTINO: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Frank James Constantino 10868 Forest Run Drive Bradenton, FL 34211 Bankruptcy Case No.: 10-08220 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: R. John Cole, II, Esq. R. John Cole, II, PA 46 N Washington Blvd, Suite 24 Sarasota, FL 34236 Tel: (941) 365-4055 Fax: (941) 365-4219 E-mail: rjc@rjcolelaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb10-08220.pdf The petition was signed by Frank James Constantino. FX REAL ESTATE: December 31 Balance Sheet Upside-Down by $353 Mln ----------------------------------------------------------------- FX Real Estate and Entertainment Inc. filed on April 14, 2010, its annual report on Form 10-K for the year ended December 31, 2009. The Company's balance sheet at December 31, 2009, showed $141.0 million in assets and $494.1 million of debt, for a stockholders' deficit of $353.1 million. The Company reported a net loss of $114.7 million on $18.9 million of revenue for 2009, compared with a net loss of $461.8 million on $6.0 million of revenue for 2008. LL Bradford, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company is in default under the mortgage loan, has limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6005 Based in New York, FX Real Estate and Entertainment Inc. owns and operates 17.72 contiguous acres of land located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada. The Las Vegas property is currently occupied by a motel and several commercial and retail tenants with a mix of short and long-term leases. The first lien lenders had a receiver appointed on June 23, 2009, to take control of the property and as a consequence, the property is no longer being managed or operated by the Company. FORTUNE INDUSTRIES: Unveils Results of Shareholders' Meeting ------------------------------------------------------------ Fortune Industries, Inc., held its Annual Meeting of Shareholders on March 30, 2010. At the Meeting, the shareholders re-elected each of the nominees to the Board of Directors of the Company for a one-year term: Carter M. Fortune, David A. Berry, P. Andy Rayl, Julia Reed and Patrick Ludwig. Additionally, the shareholders ratified the appointment of Somerset CPAs as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2010. About Fortune Industries Fortune Industries, Inc., is a holding company of providers of full service human resources outsourcing services through co- employment relationships with their clients. The Company reported $32,225,000 in total assets and $12,615,000 in total liabilities resulting to a $19,610,000 stockholders' equity for Dec. 31, 2009. Going Concern Doubt Somerset CPAs, P.C., in Indianapolis, Indiana, expressed substantial doubt about Fortune Industries, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for fiscal periods ended June 30, 2009, Aug. 31, 2008, and 2007. The auditor noted that the Company has had recurring losses from operations and has a net capital deficiency. GALLERY LLC: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Gallery, LLC, Gallery, LLC 921 Central Ave. N Kent, WA 98032 Bankruptcy Case No.: 10-13934 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Thomas T. Glover Debtor's Counsel: David H Fuller, Esq. Law Office of David H Fuller 1316 Central Ave S Ste 102 Kent, WA 98032 Tel: (253) 520-2972 E-mail: electronicnotice@toughtimeslawyer.com Estimated Assets: $1,000,0000, to $10,000,000 Estimated Debts: $1,000,0000, to $10,000,000 A list of the Company's 7 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/wawb10-13934.pdf The petition was signed by Larry Almo, Manager. GEMS TV: Organizational Meeting to Form Panel on April 15 --------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on April 15, 2010, at 2:00 p.m. in the bankruptcy case of Gems TV (USA) Limited. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 2112, in Wilmington, Delaware. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Reno, Nevada-based Gems TV (USA) Limited, aka Gems TV, is a television retailer of gemstone jewelry products. Its parent is Gems TV Holdings Ltd., which owns and operates jewelry home shopping TV channels in the U.S., U.K. and Japan. The Company filed for Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. D. Del. Case No. 10-11158). Robert S. Brady, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, assist the Company in its restructuring effort. Focus Management Group is the Company's financial advisor. Epiq Bankruptcy Solutions Inc. is the Company'[s claims and notice agent. The Company estimated its assets and debts at $10,000,000 to $50,000,000. GENERAL GROWTH: Simon Properties Offers to Invest $2.5 Billion -------------------------------------------------------------- Simon Property Group, Inc. sent a letter to General Growth Properties, Inc. offering to invest $2.5 billion in a General Growth reorganization at the same per share price as the plan of reorganization sponsored by Brookfield Asset Management. SPG's proposal is substantially more favorable to GGP and its equityholders than the currently proposed plan of reorganization because it would eliminate the highly dilutive warrants that GGP proposes to issue to Brookfield, Pershing Square and Fairholme Capital. SPG's proposal also includes a $1 billion co-investment commitment by Paulson & Co. Following is the text of the letter sent today by Simon Property Group to General Growth: April 14, 2010 Mr. Adam Metz Chief Executive Officer General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Dear Adam: This will formally confirm that Simon Property Group is prepared to participate in the recapitalization of General Growth Properties in the same format as the proposed plan of reorganization sponsored by Brookfield Asset Management, but on a basis very substantially more favorable to GGP and its equityholders, as outlined below. Consideration. Simon would acquire 250,000,000 shares of common stock in GGP for $2.5 billion in the aggregate, or $10.00 per share, the same amount as Brookfield would acquire, at the same price, pursuant to its Cornerstone Investment Agreement. Simon would also backstop the GGO rights offering as contemplated in the Brookfield sponsored recapitalization, and would otherwise enter into agreements on the same basis as Brookfield with respect to the recapitalization of GGP and the spin-off of GGO, subject to the adjustments for the benefit of GGP outlined herein. Warrants. Simon would not receive any warrants or similar payment or fees in respect of its commitment to invest in GGP, either on an interim basis, or as part of the post-reorganization consideration to be issued to Simon in respect of its investment. GGP's equityholders would accordingly not suffer the dilution contemplated by the Brookfield investment, and their ongoing interest in GGP would be substantially more valuable. We estimate that this benefit could be at least $895 million, or $2.75 per share based on today's share count. Governance. In order to ensure that GGP remains an independent company for all regulatory purposes and avoid the interposition of any challenge to the proposed transaction, Simon is prepared to agree to the limits on its governance rights described in Annex A. These governance mechanisms - which you and your counsel should find familiar from other similar situations - will obviate any possible concern about Simon exercising inappropriate or unreasonable influence over the reorganized GGP. Our counsel are of course prepared to discuss these matters with yours. Co-Investors. If Pershing Square and Fairholme will agree to amend their investment agreements with GGP to forego the warrants currently contemplated by those agreements, Simon would welcome them as co-investors in GGP's recapitalization. However, a number of alternative sources of capital are interested in co-investing in GGP with Simon, on such terms, in their stead. Pursuant to the attached letter from Paulson & Co. Inc., Paulson is prepared to co-invest at least $1 billion with Simon in connection with a Simon sponsored recapitalization of GGP. In order to ensure the success of GGP's recapitalization, in addition to working with GGP to negotiate and finalize the revised Pershing Square and Fairholme co-investment commitments or replacements thereof, Simon will itself fully backstop the entire amount of such co-investment commitments, without any warrants, as well as backstopping an additional $125 million investment in GGO as Pershing Square and Fairholme are currently contemplated to do. However, it is not Simon's intent to gain control of GGP pursuant to this backstop obligation, and, as set forth on Annex A, Simon would agree not only to seek the disposition of any shares issued with respect to its backup commitment as promptly as practicable, but also to the effective sterilization of such interest for voting and control purposes prior to such disposition. Simon's voting interest in GGP would generally be limited to 20% of the outstanding shares. No Financing or Other Contingencies. There will be no financing condition whatsoever to Simon's obligations to close the transaction. Simon, which has an equity market capitalization in excess of $27 billion, $3.5 billion of available cash on its balance sheet, and $3.3 billion of available borrowing capacity under its revolving credit facility, and would be fully and immediately responsible for its commitment and backstop obligations, in distinction to Brookfield, which does not seem to have yet delivered an equity commitment to the shell subsidiary with which GGP contracted and seems to be entirely free to walk away from the agreed deal. Simon's investment would not be contingent on any vote of Simon shareholders, and Simon will not require any commitment or other fee in respect of its equity investment commitment in the recapitalization of GGP. Improvement to Brookfield Terms. Except as specified herein, the terms of Simon's commitment to invest in GGP would be substantially identical to Brookfield's obligations pursuant to the Brookfield investment agreement and the other agreements contemplated thereby. Our proposed form of investment agreement is attached, along with a comparison to the Brookfield agreement. If you are interested, we remain prepared to discuss with you instead an acquisition of GGP in a fully-financed transaction. We look forward to hearing from you and to working together to consummate a transaction. Very truly yours, David Simon Chairman of the Board and Chief Executive Officer cc: Board of Directors, General Growth Properties, Inc. Official Committee of Equity Security Holders Official Committee of Unsecured Creditors Jackson Hsieh, UBS Investment Bank About Simon Property Group Simon Property Group, Inc., headquartered in Indianapolis, Indiana, USA, is the largest retail REIT in the USA. Simon owns, manages, leases and develops properties, primarily regional and super-regional malls as well as premium outlet centers. It currently owns or has an interest in 382 properties comprising 261 million SF of gross leaseable area in North America, Europe and Asia. At December 31, 2009, Simon had consolidated gross book assets of $31.5 billion, book equity of $4.5 billion, a total market capitalization of $53 billion, and an equity market capitalization of $28 billion. 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: Reports $4.3 Billion Net Loss for 2009 ------------------------------------------------------ General Motors Company filed its third quarter and annual financial results for 2009 with the U.S. Securities and Exchange Commission disclosing a $4.3 billion net loss for the period ended December 31, 2009. GM also disclosed a $57.5 billion global revenue and a $1.0 billion net cash provided by operating activities for the period ended December 31, 2009. The filings, GM said, were made after it completed its fresh-start accounting. The $4.3 billion net loss includes the pre-tax impact of a $2.6 billion settlement loss related to the UAW retiree medical plan and a $1.3 billion foreign currency re-measurement loss. "We are building the foundation that will allow us to return to public ownership," said Chris Liddell, GM vice chairman and chief financial officer. "Completing fresh-start accounting is an important step in that process." The new company, which was formed on July 10, 2009 through the acquisition of substantially all the assets and certain liabilities of Motors Liquidation Company (formerly General Motors Corporation), had to complete the process of adopting fresh-start accounting to record the acquisition and establishment of the new GM as well as determine the fair value of assets and liabilities and implement new accounting policies. Going public will enable the company to invest in designing, building and selling the world's best vehicles, attract the best people and access the capital markets, GM said in a public statement. One of the most important measures in establishing the foundation for going public is the company's ability to return to sustainable profitability, GM added. "As the results for 2009 show there is still significant work to be done. However, I continue to believe we have a chance of achieving profitability in 2010," said Mr. Liddell. "We are also dedicated to delivering on our commitments to our stakeholders. For example we remain committed to repaying the outstanding balance of the U.S. Treasury and Export Development Canada loans by June 2010 at the latest." A full-text copy of GM's 2009 Annual Financial Results Report on Form 10-K filed with the U.S. Securities and Exchange Commission is available for free at http://ResearchArchives.com/t/s?5f04 GENERAL MOTORS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In $ millions) As of December 31, 2009 ASSETS Current Assets: Cash and cash equivalents $22,679 Marketable securities 134 --------- Total cash, cash equivalents and marketable securities 22,813 Restricted cash 13,917 Accounts and notes receivable, net 7,518 Inventories 10,107 Assets held for sale 388 Equipment on operating leases, net 2,727 Other current assets and deferred income taxes 1,777 --------- Total current assets 59,247 Non-Current Assets: Restricted cash 1,489 Equity in net assets of nonconsolidated affiliates 7,936 Assets held for sale 530 Equipment on operating leases, net 3 Property, net 18,687 Goodwill 30,672 Intangible assets, net 14,547 Deferred income taxes 564 Prepaid pension 98 Other assets 2,522 --------- Total non-current assets 77,048 --------- Total Assets $136,295 ========= LIABILITIES AND EQUITY (DEFICIT) Current Liabilities: Accounts payable (principally trade) $18,725 Short-term debt and current portion of long-term debt 10,221 Liabilities held for sale 355 Postretirement benefits other than pensions 846 Accrued expenses 22,288 --------- Total current liabilities 52,435 Non-Current Liabilities: Long-term debt 5,562 Liabilities held for sale 270 Postretirement benefits other than pensions 8,708 Pensions 27,086 Other liabilities and deferred income taxes 13,279 --------- Total non-current liabilities 54,905 --------- Total liabilities 107,340 Commitments and contingencies: Preferred stock, $0.01 par value 6,998 Equity (Deficit): Old GM Preferred stock, no par value - Preference stock, $0.10 par value - Common stock, $1 2/3 par value common stock - General Motors Company: Common stock, $0.01 par value - Capital surplus - Accumulated deficit - Accumulated other comprehensive income (loss) 1,588 --------- Total stockholders' equity (deficit) 21,249 Noncontrolling interests 708 --------- Total equity (deficit) 21,957 --------- Total Liabilities and Equity (Deficit) $136,295 ========= GENERAL MOTORS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (In $ millions) For the Period July 10 to December 31, 2009 Net sales and revenue: Sales $57,329 Other revenue 145 --------- Total net sales and revenue 57,474 Costs and expenses: Cost of sales 56,381 Selling, general and administrative expense 6,006 Other expenses, net 15 --------- Total costs and expenses 62,402 --------- Operating loss (4,928) Equity in income (loss) of and disposition of interest in GMAC - Interest expense (694) --------- Interest income and other non-operating income, net 440 Gain (loss) on extinguishment of debt (101) Reorganization gains, net - --------- Income (loss) from continuing operations before income taxes and equity income (5,283) Income tax expense (benefit) (1,000) Equity income, net of tax 497 --------- Income (loss) from continuing operations (3,786) Discontinued operations - Income from discontinued operations, net of tax - Gain on sale of discontinued operations, net of tax - --------- Income from discontinued operations - --------- Net income (loss) (3,786) Less: Net (income) loss attributable to noncontrolling interests (511) --------- Net income (loss) attributable to stockholders (4,297) Less: Cumulative dividends on preferred stock 131 --------- Net income (loss) attributable to common stockholders ($4,428) ========= GENERAL MOTORS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In $ millions) For the Period July 10 to December 31, 2009 Cash flows from operating activities Net income (loss) ($3,786) Income (loss) income from discontinued operations - --------- Income (loss) from continuing operations (3,786) Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used in) continuing operating activities: Depreciation, impairment charges and amortization expenses 4,241 Goodwill impairment charges - Delphi charges - Foreign currency translation and transaction (gain) loss 755 Impairment charges related to investments in GMAC 270 Amortization of discount and issuance costs on debt issuance 140 (Gain) loss related to Saab deconsolidation and bankruptcy filing (59) Undistributed earnings of nonconsolidated affiliates (497) OPEB expense 3,206 OPEB payments (1,514) VEBA withdrawals - Contributions to New VEBA (252) Pension expense 364 Pension contributions (4,318) Gain on extinguishment of U.S. term loan - Loss on extinguishment of UST GMAC Loan - Loss on extinguishment of other debt 101 Gain on disposition of GMAC Common Membership Interests - Cash payments related to reorganizations gains, net - Reorganization gains, net - Provisions for deferred taxes (1,427) Change in other investments and miscellaneous assets 303 Change in other operating assets and liabilities, net 2,605 Other 839 --------- Net cash provided by (used in) continuing operating activities 971 Cash provided by discontinued operating activities - --------- Net cash provided by (used in) operating activities 971 Cash flows from investing activities: Expenditures for property (1,914) Investments in marketable securities, acquisitions (158) Investments in marketable securities, liquidations 171 Investment in GMAC - Investment in stock warrants (25) Acquisition of companies, net of cash acquired (2,127) Increase in cash due to consolidation of CAMI - Decrease in cash due to deconsolidation of Saab in February 2009 - Increase in cash due to consolidation of Saab in August 2009 222 Distributions from GMAC received on GMAC common stock 72 Operating leases, liquidations 564 Proceeds from sale of discontinued operations - Proceeds from sale of business units/equity investments - Proceeds from sale of real estate, plants, and equipment 67 Change in notes receivable (31) Change in restricted cash 5,171 --------- Net cash provided by (used in) continuing investing activities 2,012 Cash used in discontinued investing activities: Net cash provided by (used in) investing activities 2,012 Cash flows from financing activities: Net decrease in short-term debt (909) Proceeds from UST Loan Facility and UST GMAC Loan - Proceeds from funding by EDC 4,042 Proceeds from the Receivables Program 30 Proceeds from DIP Facility - Proceeds from EDC Loan Facility - Proceeds from issuance of long-term debt 873 Proceeds from German Facility 716 Payments on the UST Loans (1,361) Payments on Canadian Loan (192) Payments on Receivables Program (140) Payments on German Facility (1,779) Payments on other long-term debt (541) Cash, cash equivalents and restricted cash retained by MLC - Payments to acquire noncontrolling interest (100) Fees paid for debt modification - Cash dividends paid to GM preferred stockholders (97) Cash dividends paid to Old GM common stockholders - --------- Net cash provided by (used in) continuing financing activities 542 Cash provided by (used in) discontinued financing activities - --------- Net cash provided by (used in) financing activities 542 Effect of exchange rate changes on cash and cash equivalents 532 Net increase (decrease) in cash and cash equivalents 4,057 Cash and cash equivalents reclassified as assets held (391) --------- Cash and cash equivalents at beginning of the year 19,013 Cash and cash equivalents at end of the year $22,679 ========= 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: Submits Third Quarter 2009 Results -------------------------------------------------- General Motors Company filed with the U.S. Securities and Exchange Commission its third quarter results for the period ending September 30, 2010, on Form 10-Q. In its Form 10Q, GM Vice President, Controller and Chief Accounting Officer Nick S. Cyprus disclosed that at September 30, 2009, the Company had available liquidity of $25.2 billion, comprising of cash balances and marketable securities. The amount of available liquidity is subject to intra-month and seasonal fluctuations and includes balances held by GM's various business units and subsidiaries worldwide that are needed to fund their operations. "Although GM cost reduction initiatives have alleviated GM short- term cash needs, we still expect to have substantial cash requirements going forward," Mr. Cyprus noted. Discussing GM's credit facilities, Mr. Cyprus said that at September 30, 2009, the Company held committed credit facilities of $4.3 billion, under which it had drawn $3.3 billion, leaving $1.0 billion available. Of these committed credit facilities Adam Opel held $2.1 billion, GM Daewoo held $1.3 billion, and other entities held $876 million, according to Mr. Cyprus. GM Daewoo held a $1.3 billion revolving credit facility, which was established in October 2002 with a syndicate of banks and converts into a term loan in October 2010. All borrowings outstanding at October 2010 are required to be paid off in GM equal annual installments by October 2014. The average interest rate on amounts outstanding under the GM Daewoo facility at September 30, 2009, was 5.35%. The borrowings are secured by certain GM Daewoo property, plant and equipment, and are used by GM Daewoo for general corporate purposes, including working capital needs. At September 30, 2009, the facility was fully drawn with $1.3 billion outstanding. As of the Reporting Period, Mr. Cyprus continued, GM had uncommitted credit facilities of $944 million, under which it had borrowed $583 million leaving $361 million available. GM's largest credit facility at September 30, 2009, was the German Facility, established by the Company with the German government and certain German states with a total commitment of up to EUR1.5 billion -- or equivalent to $2.1 billion when entered into -- and maturing in November 2009. Undrawn amounts were $872 million at September 30. At November 30, the debt was paid in full and extinguished, Mr. Cyprus added. "We and GM subsidiaries use credit facilities to fund working capital needs, product programs, facilities development and other general corporate purposes." As of March 15, 2010, the number of shares outstanding of $0.01 par value common stock was 500,000,000 shares. General Motors Company and Subsidiaries Unaudited Condensed Consolidated Statement of Operations As of September 30, 2009 ASSETS Current Assets: Cash and cash equivalents $25,092,000 Marketable securities 137,000 -------------- Total cash, cash equivalents & marketable securities 25,229,000 Restricted cash and marketable securities 19,009,000 Accounts and notes receivable, net 7,725,000 Inventories 10,610,000 Assets held for sale 663,000 Equipment on operating leases, net 3,142,000 Other current assets and deferred income taxes 1,966,000 -------------- Total current assets 68,344,000 Non-current Assets: Restricted cash and marketable securities 1,553,000 Equity in net assets of non-consolidated affiliates 6,088,000 Equipment on operating leases, net 5,000 Property, net 18,639,000 Goodwill 30,633,000 Intangible assets, net 15,385,000 Deferred income taxes 698,000 Prepaid pension 96,000 Other assets 2,903,000 -------------- Total non-current assets 76,000,000 -------------- Total Assets $144,344,000 ============== LIABILITIES AND EQUITY (DEFICIT) Current Liabilities Accounts payable $20,322,000 Short-term debt & current portion of long-term debt 12,815,000 Liabilities held for sale 492,000 Post-retirement benefits other than pensions 1,339,000 Accrued expenses 23,812,000 -------------- Total current liabilities 58,780,000 Non-Current Liabilities Long-term debt 2,659,000 Post-retirement benefits other than pensions 18,640,000 Pensions 28,915,000 Other liabilities and deferred income taxes 14,364,000 -------------- Total non-current liabilities 64,578,000 -------------- Total liabilities 123,358,000 Commitments and contingencies - Preferred stock 1,741,000 Equity (Deficit) Old GM Preferred stock, no par value - Preferred stock, $0.10 par value - Common stock, $1 2/3 par value common stock - General Motors Company Common stock, $0.01 par value 4,000 Capital surplus (principally additional paid-in capital) 18,787,000 Accumulated deficit (899,000) Accumulated other comprehensive income (loss) 677,000 -------------- Total stockholders' equity (deficit) 18,569,000 Non-controlling interests 676,000 -------------- Total equity (deficit) 19,245,000 -------------- Total Liabilities and Equity (Deficit) $144,344,000 ============== General Motors Company and Subsidiaries Unaudited Condensed Consolidated Statement of Operations For the Period July 10 to September 30, 2009 Net sales and revenue Sales $25,060,000 Other revenue 87,000 -------------- Total net sales and revenue 25,147,000 Costs and expenses Cost of sales 23,554,000 Selling, general & administrative expenses 2,636,000 Other expenses (income), net (40,000) -------------- Total costs and expenses 26,150,000 -------------- Operating loss (1,003,000) Equity in income (loss) of & disposition of interest in GMAC - Interest expense (365,000) Interest income & other non-operating income, net 454,000 Gain (loss) on extinguishment of debt - Reorganization gains, net - -------------- Income (loss) before income taxes & equity income (914,000) Income tax expense (benefit) (139,000) Equity income, net of tax 204,000 -------------- Net income (loss) ($571,000) ============== Less: Net (income) loss attributable to stockholders (287,000) -------------- Net (income) loss attributable to stockholders (858,000) Less: Cumulative dividends on preferred stock 50,000 -------------- Net (income) loss attributable to common stockholders (908,000) General Motors Company and Subsidiaries Unaudited Condensed Consolidated Statement of Cash Flows For the Period July 10 to September 30, 2009 Net cash provided by (used in) operating activities $2,857,000 Cash flows from investing activities Expenditures for property (881,000) Investment in GMAC - Increase in cash due to consolidation of CAMI - Decrease in cash due to deconsolidation of Saab in February 2009 - Increase in cash due to consolidation of Saab in August 2009 222,000 Distributions from GMAC received on GMAC common shares 72,000 Investments in marketable securities, acquisitions (81,000) Investments in marketable securities, liquidations 94,000 Investment in stock warrants (25,000) Operating leases, liquidations 346,000 Change in restricted cash (9,000) Other (160,000) -------------- Net cash used in investing activities (422,000) Cash flows from financing activities Net decrease in short-term debt (588,000) Proceeds from UST Loan Facility and UST GMAC Loan - Proceeds from funding by EDC 4,042,000 Proceeds from the Receivables Program 30,000 Proceeds from DIP facility - Proceeds from EDC loan facility - Proceeds from issuance of long-term debt 293,000 Proceeds from German facility 716,000 Payments on the UST loans (361,000) Payments on other German facility (438,000) Payments on long-term debt (130,000) Cash, cash equivalents and restricted cash retained by MLC - Fees paid for debt modification - Cash dividends paid to GM preferred stockholders (41,000) Cash dividends paid to Old GM common stockholders - Payments to acquire non-controlling interest - -------------- Net cash provided by financing activities 3,523,000 Effect of change rate changes on cash and cash equivalents 398,000 -------------- Net increase (decrease) in cash & cash equivalents 6,356,000 Cash and cash equivalents reclassified to assets held for sale (277,000) Cash and cash equivalents at beginning of period 19,013,000 -------------- Cash and cash equivalents at end of the period $25,092,000 ============== A full-text copy of GM's third quarter results for September 2009 is available at the SEC at http://ResearchArchives.com/t/s?5ede 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: Tort Claimants Lose Challenge to GM Asset Sale -------------------------------------------------------------- A district judge on Tuesday rejected an appeal from product liability claimants who say a bankruptcy court should not have allowed General Motors LLC to buy the assets of bankrupt "Old GM" free and clear of their tort claims, according to Bankruptcy Law360. 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: Winds Down Hummer, Offers Rebates ------------------------------------------------- General Motors is pushing through with its move to wind down its HUMMER sports utility vehicles. The automaker began to contemplate a shutdown of HUMMER's production on February 24, after talks to sell the brand to China's Sichuan Tengzhong Heavy Industrial Machinery Co. fell, BusinessWeek reported. As a step toward the wind down, General Motors is giving HUMMER buyers as much as $6,000 in rebates. GM also told HUMMER retailers in a conference call that the retailers will be notified of the termination of their franchises, BusinessWeek noted. The automaker has decided to close its Hummer-producing factory in Shreveport, Louisiana not later than 2012, which includes selling the equipment used to build the H3 SUV and H3T pickup, Nick Richards, spokesman for the brand, told BusinessWeek. Despite these developments, GM said that it would still consider "viable alternatives" to acquire all of part of HUMMER, saying that it needs a buyer liquid enough to invest enough cash to see that it is building vehicles for the new owner for it to make good business, and optimize production, BusinessWeek noted. According to Jim Hall, principal of a consulting firm in Birmingham, Michigan, "anyone who buys Hummer needs cash to make it work, that's why GM has been turning buyers away left, right and center," BusinessWeek related. In other news, GM is winding down Saturn after talks of selling the brand to Penske Automotive Group failed in September. GM has sold Saab to Spyker Cars NV in February, and shut down the production of Pontiac. GM is now concentrating on the production of its Chevrolet, Buick, GMC and Cadillac brands in the U.S., BusinessWeek said. 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: U.S. Govt. Slashes Pay for New GM Execs. -------------------------------------------------------- The Obama administration said on March 23, 2010, that it had cut General Motors' proposed 2010 pay for its top 25 workers, while sharply reducing proposed stock grants by GMAC Financial Services, the Company's former finance arm, The Detroit Free Press reported. Kenneth Feinberg, special master for executive compensation at the U.S. Department of the Treasury, said that he would review the pay granted to GM top executives in 2008 and 2009 if they received aid under the Troubled Asset Relief Program, the report added. GM had asked for cash salaries of more than $500,000 for 16 of its employees, which Mr. Feinberg slashed to eight. In his disclosure, Mr. Feinberg said GM's annual cash salaries for the top 25 employees "will decline by 7.5%, with only three of the 25 receiving cash raise." Five employees have no increase, while 14 workers had their compensations cut, Freep.com said. Mr. Feinberg, however, approved GM's granting of stock awards of up to $7.3 million. This ruling gives GM's pays 25 employees at least $1.3 million, with GM Chairman and CEO Ed Whitacre granted $9 million, according to the report. The Detroit Free Press added that GM will still be covered by Feinberg's pay limits after it repays its loans by June 2010, as confirmed by U.S. Treasury officials. The pay rules will stay in place until Treasury unwinds the 60.8% stake of GM's equity, the report clarified. 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) GLOBAL CROSSING: UK Finance Unit to Buy Back Senior Secured Notes ----------------------------------------------------------------- Global Crossing (UK) Finance plc, a wholly owned subsidiary of Global Crossing, has begun an excess cash offer with respect to its senior secured notes. In accordance with the indenture governing its notes, GCUK Finance will offer to purchase for cash up to GBP12.593 million in aggregate principal amount, including accrued interest -- Excess Cash -- of its 10.75% U.S. dollar-denominated senior secured notes due in 2014 and its 11.75% British pound sterling-denominated senior secured notes due in 2014. The notes are guaranteed by Global Crossing (UK) Telecommunications Limited, GCUK Finance's immediate parent and the principal UK operating subsidiary of Global Crossing. The offer is being made pursuant to the terms of the indenture governing the senior secured notes. The indenture requires GCUK Finance to make an offer to purchase the maximum principal amount of the senior secured notes possible using 50% of GCUK's excess operating cash flow for the period from December 23, 2004, to December 31, 2005, and for each 12-month period thereafter. The excess cash offer will expire at 4:00 p.m. London time May 11, 2010, unless extended. The terms and conditions of the offer are described in GCUK Finance's offer document dated April 6, 2010. Notes that are properly tendered and accepted for purchase in accordance with the terms and conditions of the offer document will be purchased at a cash price equal to 100 percent of the outstanding principal amount of the notes tendered, together with any accrued and unpaid interest outstanding on the date of the purchase. If the aggregate principal amount of notes tendered exceeds the amount that can be purchased using the Excess Cash at a purchase price of 100% of the principal amount thereof plus accrued interest, notes will be accepted for purchase on a pro rata basis among tendering note holders based upon the amounts tendered. For purposes of determining the aggregate principal amount of the notes tendered in order to apply the pro rata calculation, the aggregate principal amount of the sterling- denominated notes tendered will be converted to dollars at the noon buying rate in the City of New York for cable transfers in pounds sterling as announced by the Federal Reserve Bank of New York for customs purposes on April 9, 2010. Tenders may be validly withdrawn until 10:00 a.m. London time on May 14, 2010 or, if the offer period is extended, at 10:00 a.m. London time three business days after the expiration date for the offer. Copies of the offer document, and other information relating to the excess cash tender offer, are available from The Bank of New York Mellon and The Bank of New York Mellon Corporation, as Tender Agents for the Sterling and Dollar Notes respectively; BNY Financial Services Plc, as Irish Tender Agent; The Bank of New York Mellon, as Irish Listing Agent; the custodian for The Depository Trust Company and the common depository for Euroclear System and Clearstream Banking, societe anonyme. About GCUK Telecom Global Crossing UK Telecommunications Ltd., the holding company of GCUK Finance, provides a full range of managed telecommunications services in a secure environment ideally suited for IP-based business applications. The company provides managed voice, data, Internet and e-commerce solutions to a strong and established commercial customer base, including more than 100 UK government departments, as well as systems integrators, rail sector customers and major corporate clients. In addition, Global Crossing UK provides carrier services to national and international communications service providers. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) is a global IP and Ethernet solutions provider with the world's first integrated global IP-based network. The company offers a full range of data, voice and collaboration services with an industry leading customer experience and delivers service to approximately 40% of the Fortune 500, as well as to 700 carriers, mobile operators and ISPs. It delivers converged IP services to more than 700 cities in more than 70 countries around the world. At December 31, 2009, the Company had total assets of US$2.488 billion and total liabilities of US$2.848 billion, resulting in a US$360 million stockholders' deficit. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. GLOBAL CROSSING: UK Unit's Balance Sheet Upside Down by GBP214MM ---------------------------------------------------------------- Global Crossing Limited said its subsidiary, Global Crossing (UK) Telecommunications Limited, generated GBP78 million of revenue in the fourth quarter of 2009. GCUK also reported cash generated from operations of GBP29 million before interest payments of GBP15 million. GCUK recorded a net loss of GBP2 million for the fourth quarter, compared with a net loss of GBP2 million in the third quarter of 2009 and a net loss of GBP25 million in the fourth quarter of 2008. The year-over-year decrease in net loss was primarily due to an unfavorable foreign exchange impact on net U.S. dollar- denominated debt in the year-ago period. GCUK generated revenue of GBP309 million in 2009, compared with GBP323 million for 2008. The year-over-year decline in revenue was primarily due to the completion of the Camelot contract, which was partially offset by increases in other "invest and grow" revenue. GCUK recorded net income of GBP5 million for 2009, compared with a net loss of GBP30 million in 2008. The year-over-year improvement was primarily due to an unfavorable foreign exchange impact on net U.S. dollar-denominated debt in the prior year. Cash and Liquidity As of December 31, 2009, GCUK had total assets of GBP298.307 million against total liabilities of GBP512.778 million, resulting in total deficit of GBP214.471 million. As of December 31, 2009, GCUK had cash and cash equivalents of GBP37 million compared with GBP26 million at the end of September 30, 2009, and GBP36 million at the end of December 31, 2008. During the year, GCUK repurchased GBP7 million of the Senior Secured Notes, excluding accrued interest. To support the debt repurchase and other working capital needs, GCUK borrowed $15 million -- approximately GBP10 million -- from GC Impsat. "Despite a challenging economic environment, we observed healthy demand for our robust suite of IP-based services in GCUK," said John Legere, Global Crossing's chief executive officer. "We see an opportunity to grow the business and further diversify our customer base in 2010, supported by an augmented sales force, our continued investment in the products and services demanded by the marketplace, and our recognized ability to provide a differentiated customer experience." A full-text copy of GCUK's earnings report is available at no charge at http://ResearchArchives.com/t/s?5fff About GCUK Telecom Global Crossing UK Telecommunications Ltd., the holding company of GCUK Finance, provides a full range of managed telecommunications services in a secure environment ideally suited for IP-based business applications. The company provides managed voice, data, Internet and e-commerce solutions to a strong and established commercial customer base, including more than 100 UK government departments, as well as systems integrators, rail sector customers and major corporate clients. In addition, Global Crossing UK provides carrier services to national and international communications service providers. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) is a global IP and Ethernet solutions provider with the world's first integrated global IP-based network. The company offers a full range of data, voice and collaboration services with an industry leading customer experience and delivers service to approximately 40% of the Fortune 500, as well as to 700 carriers, mobile operators and ISPs. It delivers converged IP services to more than 700 cities in more than 70 countries around the world. At December 31, 2009, the Company had total assets of US$2.488 billion and total liabilities of US$2.848 billion, resulting in a US$360 million stockholders' deficit. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. GOLDBERG-BAYMEADOWS: Files Schedules of Assets and Liabilities -------------------------------------------------------------- Goldberg-Baymeadows, 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 $12,500,000 B. Personal Property $151,682 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,505,347 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $90,832 ----------- ----------- TOTAL $12,651,682 $9,596,179 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. GOLDSPRING INC: Dec. 31 Balance Sheet Upside-Down by $27.2 Million ------------------------------------------------------------------ Goldspring, Inc. filed on April 12, 2010, its annual report on Form 10-K for the year ended December 31, 2009. The Company's balance sheet as of December 31, 2009, showed $4,925,154 in assets and $32,098,438 of debts, for a stockholders' deficit of $27,173,284. The Company reported a net loss of $6,064,669 on $0 revenue for 2009, compared with a net loss of $16,487,683 on $0 revenue for 2008. Jewett, Schwartz, Wolfe & Associates expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has operating and liquidity concerns and has incurred historical net losses approximating $55,000,000 as of December 31, 2009. The Company also used cash in operating activities of $3,564,779 in 2009. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5ffa Virginia City, Nev.-based Goldspring, Inc. a North American precious metals mining company with significant land holdings in the Comstock Gold-Silver District of Nevada. GoldSpring was incorporated in Florida in 1999 and redomiciled in Nevada in 2008. GREGORY THEODORE: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtor: Gregory Theodore Ciaccio Chanelle Chatelain Ciaccio 707 Indian Ridge Drive Huntsville, Al 35803 Bankruptcy Case No.: 10-81430 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Kevin D. Heard, Esq. Heard Ary, LLC 307 Clinton Ave. W. Ste 310 Huntsville, AL 35801 Tel: (256) 535-0817 Fax: (256) 535-0818 E-mail: kheard@heardlaw.com Scheduled Assets: $673,244 Scheduled Debts: $1,023,278 A list of the Company's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/alnb10-81430.pdf The petition was signed by Gregory Theodore Ciaccio and Chanelle Chatelain Ciaccio. HAKIM & YALDO: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Hakim & Yaldo, Inc. 85 S. Groessbeck Hwy. Mt. Clemens, MI 48043 Bankruptcy Case No.: 10-51697 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Ghadir Yaldo, principal. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Ghadir Yaldo 09-75603 11/19/09 HANDY BUTTON: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Handy Button Machine Company dba The Handy Kenlin Group dba Handy Living 29 E. Hintz Road Wheeling, IL 60090 Bankruptcy Case No.: 10-15572 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: John W. Guzzardo, Esq. Tel: (312) 276-1323 E-mail: jguzzardo@shawgussis.com Peter J. Roberts, Esq. Tel: (312) 276-1322 Fax: (312) 275-0568 E-mail: proberts@shawgussis.com Robert M. Fishman, Esq. Tel: (312) 666-2842 Fax: (312) 275-0567 E-mail: rfishman@shawgussis.com Shaw Gussis Fishman Glantz Wolfson & Tow 321 North Clark Street, Suite 800 Chicago, IL 60654 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb10-15572.pdf The petition was signed by Michael Baritz, CEO. HARRAH'S OPERATING: Moody's Assigns 'Ca' Rating on $500 Mil. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ca rating to the proposed $500 million (that may be upsized to $750 million) second-priority senior secured notes due 2018 to be issued by Harrah's Operating Escrow LLC and Harrah's Escrow Corporation, both wholly owned subsidiaries of Harrah's Operating Company, Inc. Proceeds from the new notes will be used to repay outstanding debt, including the redemption of existing bonds maturing in 2010 and 2011. Harrah's Entertainment, Inc.'s Caa3 Corporate Family Rating, Caa3 Probability of Default Rating, and SGL-4 Speculative Grade Liquidity were affirmed. The long-term debt ratings of Harrah's Entertainment, Inc.'s and Harrah's Operating Company, Inc. were affirmed although the loss given default assessments were revised to reflect the new second priority notes in Harrah's capital structure. The rating outlook is negative. Harrah's Caa3 Corporate Family Rating and negative rating outlook reflect the company's very high leverage. Debt/EBITDA is over 10 times, a level Moody's believes is unsustainable over the intermediate term. The ratings and outlook also anticipate that a continued decline in gaming revenues across Harrah's largest markets -- Las Vegas and Atlantic City -- will negatively impact the company's operating performance in 2010. Once this note offering closes and existing debt is repaid, Moody's may raise HET's Speculative Grade Liquidity rating to SGL-3 from SGL-4. HET continues to take steps to improve its liquidity profile by extending the maturity date of its $5.5 billion CMBS transaction and creating better cushion under its senior secured leverage covenant. Rating assigned: -- Harrah's Operating Escrow LLC and Harrah's Escrow Corporation to be assumed by HOC Senior secured second priority notes due 2018 at Ca (LGD 5, 78%) Ratings affirmed and assessments updated: Harrah's Entertainment, Inc. -- Corporate Family Rating at Caa3 -- Probability of Default rating at Caa3 Harrah's Operating Company -- Senior secured guaranteed revolving credit facility at Caa1 (LGD 2, 28%) from (LGD 2, 26%) -- Senior secured guaranteed term loans at Caa1 (LGD 2, 28%) from (LGD 2, 26%) -- Senior unsecured guaranteed notes to Ca (LGD 6, 91%) from (LGD 5, 86%) -- Senior unsecured debt at Ca (LGD 6, 94%) from (LGD 6, 91%) -- Senior unsecured subordinated notes at Ca (LGD 6, 97%) from (LGD 6, 96) Harrah's Operating Escrow LLC and Harrah's Escrow Corporation assumed by HOC -- Senior secured notes at Caa1 (LGD 2, 28%) from (LGD 2, 25%) Moody's last action on Harrah's took place on September 23, 2009, when Moody's assigned a Caa1 rating to Harrah's new term loan. Harrah's Entertainment, Inc., through its wholly-owned subsidiary, Harrah's Operating Company, Inc., owns or manages approximately 50 casinos. The company generates consolidated revenues of about $9.7 billion. HARRAH'S ENTERTAINMENT: S&P Raises Corporate Credit Rating to 'B-' ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit and issue-level ratings on Las Vegas-based Harrah's Entertainment Inc. and its wholly owned subsidiary, Harrah's Operating Co. Inc., along with all issue-level ratings on Harrah's debt, by one notch. S&P raised the corporate credit rating to 'B-' from 'CCC+'. At the same time, S&P assigned the proposed $500 million (potentially up to $750 million) senior secured notes offering being issued jointly by Harrah's Operating Escrow LLC and Harrah's Escrow Corp. an issue-level rating of 'CCC' (two notches lower than the 'B-' corporate credit rating on Harrah's). S&P also assigned this debt a recovery rating of '6', indicating S&P's expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. Both of the escrow issuers are wholly owned, unrestricted subsidiaries of HOC. Upon consummation of the offering, the escrow issuers will deposit the gross proceeds of the offering into a segregated escrow account until the date that certain conditions are satisfied. These conditions include the receipt of approval from applicable gaming authorities and the expiration of the redemption period in respect to certain of Harrah's senior unsecured and subordinated notes. Proceeds from the proposed notes offering will be used to redeem outstanding senior unsecured and subordinated notes due in 2010 and 2011, to repay a portion of revolver balances, and for general corporate purposes. "The ratings upgrade reflects S&P's assessment that several actions taken by management over the past several quarters have positioned the company with sufficient capacity to weather the current downturn in the gaming sector," said Standard & Poor's credit analyst Ben Bubeck. While credit measures remain very weak, S&P believes Harrah's has adequate cushion under its leverage covenant given S&P's expectation for performance in 2010 and 2011. In addition, it is S&P's view that the company possesses sufficient liquidity to support the 'B-' corporate credit rating, given very limited debt maturities over the next few years, current cash balances, and revolver availability. The 'B-' rating reflects Harrah's very weak credit measures and S&P's expectation that trends in net revenues and EBITDA will remain negative over at least the next few quarters. The company's ability to weather the current downturn and to continue to service its intermediate-term debt obligations relies on a continued moderation of revenue and cash flow declines. Still, S&P believes that several actions taken by management over the past several quarters have positioned Harrah's with sufficient covenant cushion considering S&P's performance expectations and very limited debt maturities over the next few years. Harrah's is the world's largest gaming company in terms of properties, revenue, and EBITDA. The company owns or operates properties in most major domestic gaming markets under brand names including Caesars, Harrah's, and Horseshoe. During 2009, the company generated $8.9 billion of net revenues and over $2 billion of consolidated EBITDA -- down 12% and 14%, respectively, from the previous comparable period. HAWKER BEECHCRAFT: Delays Plan to Offer 2015 and 2017 Notes ----------------------------------------------------------- Hawker Beechcraft Acquisition Company, LLC, and Hawker Beechcraft Notes Company on Monday filed with the Securities and Exchange Commission a Post-Effective Amendment No. 2 to Form S-1 Registration Statement under the Securities Act of 1933 to delay the effective date of the Registration Statement. Pursuant to the prospectus, the Company seeks to issue these securities: Amount to Be Registered ----------------------- 8.5% Senior Fixed Rate Notes due 2015 $400,000,000 and related guarantees 8.875%/9.625% Senior PIK-Election $400,000,000 Notes due 2015 and related guarantees 9.75% Senior Subordinated Notes due 2017 $300,000,000 and related guarantees The Company said the prospectus is delivered in connection with the sale of notes by Goldman, Sachs & Co. in market-making transactions. The Company will not receive any of the proceeds from the transactions. A full-text copy of the Registration Statement is available at no charge at http://ResearchArchives.com/t/s?5fec Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. * * * As reported by the Troubled Company Reporter on Nov. 20, 2009, Moody's affirmed Hawker Beechcraft Acquisition Company LLC's Caa2 Corporate Family and Probability of Default ratings but lowered the rating on the company's senior secured bank obligations to Caa1 from B3 following announcement of plans to expand the size of its secured term loan. At the same time, ratings on Hawker Beechcraft's senior unsecured cash-pay and PIK election notes (Caa3) and subordinated notes (Ca) were affirmed. The company's Speculative Grade Liquidity rating was changed to SGL-4, designating weak liquidity, but is expected to improve once final amounts sourced from an incremental term loan are known. The outlook was revised to negative. The actions follow several developments: an amendment to the company's revolving credit facility reducing the size of the commitment and revising financial covenants, a proposed increase of $200 million to an existing $1,271 million term loan, disclosure of some $0.7 billion of non-cash impairment and other charges during the company's third quarter. On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co. LLC's proposed $200 million incremental term loan, the same as the corporate credit rating on parent Hawker Beechcraft Inc., and a '4' recovery rating, which indicates S&P's expectation of average (30%-50%) recovery in a payment default scenario. In addition, S&P affirmed its 'CCC+' corporate credit rating on Wichita, Kansas-based Hawker Beechcraft. The company has about $2.15 billion of debt. S&P also lowered its issue-level rating on HBAC's existing senior secured credit facilities to 'CCC+' from 'B-', the same as the corporate credit rating on Hawker Beechcraft. S&P lowered the recovery rating on this debt to '4' from '2', indicating its expectation of average (30%-50%) recovery in a payment default scenario. At the same time, S&P affirmed its 'CCC-' issue-level rating on HBAC's senior unsecured and subordinated notes, two notches below the corporate credit rating on Hawker Beechcraft. The recovery rating on the senior unsecured and subordinated debt remains at '6', indicating S&P's expectation of negligible (0%- 10%) recovery in a payment default scenario. The outlook is negative. S&P could lower the ratings if the market for business jets deteriorates further, leading to reduced earnings, cash generation, and liquidity, resulting in cash on hand and revolver availability falling below $200 million. HIGHGATE LTC: Northwoods Health Keeps Chapter 11 Proceeding ----------------------------------------------------------- Jessica M Pasko at The Record reports that Northwoods Health System will maintain Chapter 11 bankruptcy protection after a federal bankruptcy judge adjourned the case until next month. According to The Record, the Official Committee of Unsecured Creditors asked the court not to dismiss the company's case before the sale of Northwoods network for $23.3 million, which has yet to close, is finalized otherwise it could impact any potential distribution to the unsecured creditors. Highgate LTC Management LLC and Highgate Manor Group LLC owned the Northwoods Rehabilitation and Extended Care Facility nursing homes in Niskayuna, East Greenbush, Schaghticoke, and Cortland, note reports. About Highgate LTC Headquartered in Niskayuna, New York, Highgate LTC Management LLC operates nursing homes. The company and its affiliate, Highgate Manor Group, LLC, filed for Chapter 11 protection on April 16, 2007 (Bankr. N.D.N.Y. Lead Case No.07-11068). J. Ted Donovan, Esq., at Finkel Goldstein Rosenbloom & Nash, LLP, represents the Debtors in their restructuring efforts. The U.S. Trustee for Region 2 appointed creditors to serve on an Official Committee of Unsecured Creditors in the bankruptcy case. Robert C. Yan, Esq., at Farrel Fritz P.C., represents the Committee. The Court appointed Mark I. Fishman, Esq., at Neubert, Pepe & Monteith, P.C., as Chapter 11 Trustee following allegations that the Debtors violated several health laws and falsified records. When the Debtors filed for protection from their creditors, they listed assets of less than $50,000 and debts of between $1 million and $100 million. HONOLULU SYMPHONY: Parties Allowed to File Competing Plans ---------------------------------------------------------- Michael Tsai at Honolulu Advertiser reports that a federal bankruptcy judge denied a request to extend the period within which Honolulu Symphony Society has the sole rights to file a reorganization plan, paving way for other parties to submit their own plan. In asking for an extension, the symphony society said it took a long time to complete a comprehensive organizational analysis, which is needed before it can come up with a reorganization plan. Honolulu Symphony filed for Chapter 11 on Dec. 18, 2009 in its hometown (Bankr. D. Hawaii Case No. 09-02978), saying assets are less than $500,000 while debt exceeds $1 million. The symphony blamed the filing on a decline in donations which left the orchestra unable to cover costs, since ticket sales represent only 30% of the budget. The symphony said it would use Chapter 11 to reorganize fundraising activities. HORSEHEAD INDUSTRIES: Unsecureds to Recover 5.9% of Claims ---------------------------------------------------------- HH Liquidating Corp. fka HorseHead Industries, Inc., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York as Disclosure Statement explaining their proposed Plan of Liquidation. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for the distribution of the remaining proceeds from the sale of substantially all of their assets to Horsehead Acquisition Corp., a subsidiary of Sun Capital Partners, to their creditors. Interest holders will receive nothing under the Plan. The Plan contemplates the substantive consolidation of the Debtors. As of the effective date, a Liquidation Trust will be appointed, to marshal the Liquidation Trust's remaining assets, administer claims, object to claims, if appropriate, and make distributions under the Plan. Treatment of Claims Type of Claim Estimated Percentage Recovery ------------- ----------------------------- Class 1 Secured Claims 100% Class 2 Unsecured Claims ($30,545,395) 5.9% Class 3 Equity Interests 0% A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/HHLIQUIDATING_DS.pdf The Debtors are represented by: Herrick, Feinstein LLP Joshua J. Angel, Esq. Frederick Schmidt, Esq. Seth F. Kornbluth, Esq. Hanh V. Huynh, esq. 2 Park Avenue New York, NY 10016 Tel: (212) 592-1400 Horsehead Industries Inc. dba Zinc Corporation of America, the largest zinc producer, filed for chapter 11 protection on August 19, 2002, in the U.S. Bankruptcy Court for the Southern District of New York. When the Company filed for protection from its creditors, it listed $215,579,000 in assets and $231,152,000 in debts. HY&Y, INC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: HY&Y, Inc. 29600 Harper St. Clair Shores, MI 48082 Bankruptcy Case No.: 10-51698 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Wisam Yaldo, principal. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Ghadir Yaldo 09-75603 11/19/09 Hakim & Yaldo, Inc. 10-51697 04/08/10 IKARIA ACQUISITION: Moody's Affirms 'B1' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed the B1 Corporate Family Rating of Ikaria Acquisition Inc., the borrower and direct subsidiary of Ikaria Holdings, Inc., in conjunction with a proposed refinancing transaction. Moody's also affirmed the B2 Probability of Default Rating and assigned a B1 rating to the proposed $360 million credit facility. The proceeds of the proposed facility will be used to repay existing term debt and fund a $200 million dividend to equity holders. Concurrently Moody's affirmed the B1 ratings on the existing credit facility, which Moody's will withdraw upon the completion of the refinancing transaction. The rating outlook is stable. Despite the increase in leverage to fund the dividend, the affirmation of the B1 Corporate Family Rating reflects Ikaria's strong competitive positioning within the attractive critical care market, high barriers to entry and lack of near-term competitive threats. Further, while Moody's believe that key financial metrics, including leverage and free cash flow to debt, will weaken considerably in 2010 versus 2009, Moody's expect them to remain within Moody's tolerance for the B1 rating category. The ratings are constrained by the small size of the company and single product concentration risk. Other constraining factors include a very high level of off-label usage (the company can not legally market for off-label indications) and the expiration of several key patents in 2013. Ratings Affirmed: -- Corporate Family Rating, B1 -- Probability of Default Rating, B2 -- $40 million senior secured revolver due 2012, B1, LGD3, 33% (to be withdrawn at close) -- $235 million (face value) senior secured term loan due 2013, B1, LGD3, 33% (to be withdrawn at close) Ratings Assigned: -- $40 million senior secured revolver due 2015, B1, LGD3, 34% -- $320 million senior secured term loan due 2016, B1, LGD3, 34% The outlook is stable. The last rating action was June 25, 2009, when Moody's assigned first time ratings to Ikaria. Ikaria, headquartered in Clinton, New Jersey, develops and manufacturers products aimed at the critical care market. The company's current product, INOtherapy, delivers nitric oxide, a pharmaceutical gas, for inhalation through a proprietary delivery system. INOtherapy (sold through Ikaria's INO division) is currently FDA approved for the treatment of hypoxic respiratory failure in full-term and near-term babies. The product is also used in hospitals for the treatment of other respiratory conditions in critically ill patients. Ikaria is currently the only company to offer this drug in the US. For the twelve months ended December 31, 2009, Ikaria generated revenues of approximated $277 million. The company is privately owned by a number of investors including New Mountain Capital, Linde AG, ARCH Venture Partners and Venrock Associates. IKARIA HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Ikaria Holdings Inc. The rating outlook remains stable. At the same time, S&P assigned its 'BB-' issue-level and '2' recovery rating to subsidiary Ikaria Acquisition Inc.'s proposed senior secured credit facility. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%) recovery of principal in the event of default. Proceeds from the proposed senior secured credit facility, along with balance sheet cash, will be used to pay a shareholder dividend and to refinance existing debt. "The ratings on Ikaria Holdings Inc. overwhelmingly reflect the company's heavy reliance on one product, INOmax? (nitric oxide for inhalation), its limited scale, and the potential for debt- financed acquisitions or dividends," said Standard & Poor's credit analyst Michael Berrian. These issues are partially mitigated by the company's entrenched niche position, diverse customer base, barriers to entry, and the potential for revenue growth. Ikaria's weak business risk profile reflects its narrow business focus whereby all of the company's revenues and profitability come from its INOtherapy offering. This high concentration makes Ikaria susceptible to potential changes in the competitive landscape for INOmax and its uses, such as alternative drugs and treatments, patent expiration, or pricing pressures. S&P views unforeseen alternative therapies as the single largest threat to Ikaria. The market acceptance of INOmax would imply a superior position to alternative therapies; however, many of those drugs are used on an off-label basis, making it difficult to determine their market share. While Ikaria has an established position relative to the current alternatives, and S&P is not aware of the development of any superior technologies, the company's performance remains highly subject to INOmax competitive threats. There are few alternative therapies for neonate persistent pulmonary hypertension, which is a component of HRF, and the other treatments are either highly invasive or off-label. However, on- label revenue for HRF treatment is only 23% of total sales. Off- label use of INOmax provides some diversity and accounts for the remaining 77% of total sales; any near-term shift to a higher percentage of on-label revenue is unlikely, given that clinical trials for indications such as bronchopulmonary disease are not expected to be completed until 2013. IMPERIAL CAPITAL: Seeks to Retain E&Y as Tax Services Provider -------------------------------------------------------------- BankruptcyData.com reports that Imperial Capital Bancorp is seeking approval from the U.S. Bankruptcy Court to hire Ernst & Young as tax services provider. The Debtor proposes to pay the firm at these hourly rates: national executive director / principal / partner $700 to $925 executive director / principal / partner $620 to $770 manager / senior manager $450 to $700 staff / senior $180 to $360 La Jolla, California-based Imperial Capital Bancorp, Inc., filed for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr. S.D. Calif. Case No. 09-19431). Gregory K. Jones, Esq., at Stutman, Treister & Glatt, P.C., assists 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. INNOVATIVE TECHNOLOGY: Files Schedules of Assets and Liabilities ---------------------------------------------------------------- Innovative Technology Business Park, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $18,000,000 B. Personal Property $168,100 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $18,865,087 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,228,345 ----------- ----------- TOTAL $18,168,100 $20,093,432 Salida, California-based Innovative Technology Business Park, LLC, filed for Chapter 11 bankruptcy protection on March 22, 2010 (Bankr. E.D. Calif. Case No. 10-91022). David C. Johnston, Esq., who has an office in Modesto, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. INTERNATIONAL COAL: Annual Stockholders' Meeting on May 19 ---------------------------------------------------------- The 2010 Annual Meeting of International Coal Group, Inc., will be held on May 19, 2010, at 10:00 a.m. (Eastern Time) at the Marriott New York East Side, 525 Lexington Avenue, in New York. All holders of record of ICG common stock as of the close of business on March 22, 2010, are entitled to vote at the 2010 Annual Meeting. Shareholders will be asked at the meeting to elect two Class II directors for three-year terms expiring in 2013; ratify the appointment of Deloitte & Touche LLP as ICG's independent registered public accounting firm for fiscal year ending December 31, 2010; consider and vote upon a proposal by the Office of the Comptroller of New York City regarding global warming, if properly presented; and transact other business as may properly come before the 2010 Annual Meeting or any adjournment or postponement thereof. The global warming proposal requests a report -- reviewed by a board committee of independent directors -- on how the company is responding to rising regulatory and public pressure to significantly reduce greenhouse gas emissions from the company's operations and from the use of its primary products. The report will omit proprietary information, be prepared at reasonable cost, and be available to shareholders by September 1, 2010. ICG's Board of Directors recommends that stockholders vote against the proposal. "We are mindful of the public debate concerning climate change and existing and proposed efforts, including regulatory and legislative efforts, to reduce carbon dioxide and other emissions. The Company supports efforts to develop and install carbon capture and storage capabilities on the nation's fleet of coal-fired power plants in order to address emissions concerns while securing a dependable electricity supply for our citizens," the Company said in its proxy statement. "Nevertheless, we are primarily a coal producer serving the electric power generation industry and other industries by supplying coal which we mine from a number of mining complexes in several states. Our electric power generation customers burn these fuels to produce energy. Carbon dioxide is one of the natural by-products of this combustion process. The stockholder proposal with its references to the global power system, the combustion of coal, and initiatives to reduce carbon dioxide emissions from power plants obviously has direct relevancy to power generators. However, our Company and its subsidiaries do not have any power plant operations, so this proposal simply is not directly relevant to the Company." The Company added that, "The nature, timing and potential effect of any greenhouse gas regulatory regime that may be put into place are impossible to predict at this time. Many potential legislative and regulatory approaches have been advanced, as have been proposals to encourage the development of alternative energy sources, such as solar, wind and water power. However, in 2008 approximately 48% of our nation's electricity was generated by coal-fired power plants and approximately 44% was generated by coal-fired power plants through November 2009. As no practical replacement for this energy supply has been identified, mining and consuming coal is expected to continue for many years." "The Company recognizes, and has publicly disclosed that regulatory and legislative actions concerning greenhouse gas emissions could have a material adverse effect on the Company's business, either through direct taxes and other costs, reduced demand for our products or other impacts. We will continue to carefully monitor these matters and make appropriate public disclosures in the future. In the meantime, management recommended, and the Board of Directors concurred, that a special study and report of the type contemplated by the shareholder proposal was not a useful expenditure of management time or Company resources." A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5ff8 About International Coal Group Scott Depot, West Virginia-based International Coal Group, Inc. (NYSE: ICO) produces coal in Northern and Central Appalachia and the Illinois Basin. The Company has 13 active mining complexes, of which 12 are located in Northern and Central Appalachia, and one in Central Illinois. ICG's mining operations and reserves are strategically located to serve utility, metallurgical and industrial customers throughout the eastern United States. * * * As reported by the Troubled Company Reporter on March 11, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on International Coal Group LLC to 'B+' from 'B-'. The TCR on March 10, 2010, Moody's Investors Service affirmed the ratings of International Coal Group, including the corporate family rating of Caa1. Moody's assigned a Caa1 (LGD 4; 57%) rating to the company's new $200 million second lien senior secured notes due 2018. The rating outlook remains stable. INTERNATIONAL COAL: Buys Back 82.1% of 2012 Convertible Sr. Notes ----------------------------------------------------------------- International Coal Group, Inc., on April 6 unveiled the final results of the Company's cash tender offer for any and all of the $139.5 million aggregate principal amount of its outstanding 9.00% Convertible Senior Notes due 2012 (CUSIP Nos. 45928HAD8, 45928HAE6), which expired at midnight, New York City time, on April 5, 2010. The Company has purchased all of the approximately $114.5 million in aggregate principal amount of Convertible Notes, or approximately 82.1% of the outstanding Convertible Notes, that were validly tendered and not validly withdrawn at or prior to the Expiration Time. The purchase price per $1,000 principal amount of Convertible Notes validly tendered and accepted for purchase pursuant to the Tender Offer is $1,191.33. Holders also received accrued and unpaid interest to, but not including, the payment date on Convertible Notes that were validly tendered and accepted for purchase. The Company also said its cash tender offer for any and all of its outstanding 10.25% Senior Notes due 2014 (CUSIP No. 45928HAA4) expired at midnight, New York City time, on April 2, 2010. The Company purchased an additional $50,000 in aggregate principal amount of Senior Notes that were validly tendered at or prior to the Senior Notes Expiration Time. The Company previously announced that it had purchased approximately $169.1 million in aggregate principal amount of Senior Notes. UBS Investment Bank and Morgan Stanley acted as Dealer Managers for the tender offers. D. F. King & Co., Inc., acted as the Information Agent and Depositary for the tender offers. About International Coal Group Scott Depot, West Virginia-based International Coal Group, Inc. (NYSE: ICO) produces coal in Northern and Central Appalachia and the Illinois Basin. The Company has 13 active mining complexes, of which 12 are located in Northern and Central Appalachia, and one in Central Illinois. ICG's mining operations and reserves are strategically located to serve utility, metallurgical and industrial customers throughout the eastern United States. * * * As reported by the Troubled Company Reporter on March 11, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on International Coal Group LLC to 'B+' from 'B-'. The TCR on March 10, 2010, Moody's Investors Service affirmed the ratings of International Coal Group, including the corporate family rating of Caa1. Moody's assigned a Caa1 (LGD 4; 57%) rating to the company's new $200 million second lien senior secured notes due 2018. The rating outlook remains stable. INTERNATIONAL ALUMINUM: U.S. Trustee Slams Release Provisions ------------------------------------------------------------- Bankruptcy Law360 reports that the U.S. trustee overseeing International Aluminum Corp.'s bankruptcy has taken issue with a third-party release provision in the company's Chapter 11 reorganization plan, saying it would unfairly prevent some parties from filing future claims. International Aluminum Corp. is a U.S. producer of aluminum and vinyl products. The Company 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. INTERSIL CORPORATION: Moody's Assigns 'Ba2' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service assigned to Intersil Corporation a first-time Corporate Family Rating of Ba2, Probability of Default Rating of Ba3 and Speculative Grade Liquidity Rating of SGL-1, with a stable outlook. Concurrently, Moody's assigned a Ba2 rating to Intersil's proposed senior secured credit facilities, consisting of a $390 million term loan due 2016 and $75 million revolver due 2013. Term loan proceeds will be used to finance the acquisition of Techwell, Inc. for roughly $455 million ($370 million net of Techwell cash). Techwell is a mixed-signal semiconductor manufacturer focusing on video applications in the fast growing security surveillance and auto infotainment markets with about $63.0 million in revenues. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. The Ba2 CFR reflects Intersil's strong market position across its high performance analog portfolio, strength of its high-margin business model owing to the favorable characteristics of the analog semiconductor industry that support stronger and more stable operating performance when compared to non-analog and more commoditized semiconductor peers, plus broad geographic, customer and end market diversification. The CFR also recognizes Intersil's favorable business mix, which gives the company significant exposure to the top three application markets (i.e., wireless communications, consumer electronics and computing) that are expected to outpace overall semiconductor market growth over the next 12-24 months. Notwithstanding the fundamental strengths of the high performance analog space, the rating also considers the company's exposure to the inherently volatile and cyclical semiconductor sector and the ongoing challenges to sustain a pipeline of design wins against strong competitors that incorporate increased technical functionality and complexity. It also reflects a somewhat concentrated customer base. The rating is supported by Moody's expectation that Intersil will maintain its track record of good operating expense discipline through business cycles and keep leverage at or below the current pro forma level of roughly 3.0x debt to EBITDA (Moody's adjusted). The rating incorporates expected annual dividend payments offset by an anticipated decline in share repurchase activity due to the need to service the new debt injected into the capital structure (for Techwell). Nonetheless, given Intersil's penchant to achieve growth via external means, the rating also considers the likelihood of future acquisition spending. The stable outlook reflects Moody's expectations that Intersil will maintain its competitive positions and continue to generate solid operating profits and free cash flow through cycles. Intersil's speculative grade liquidity rating of SGL-1 recognizes the company's very good liquidity position. This is based on pro forma balance sheet cash of approximately $367 million (after Techwell closing), Moody's expectation of $30-$50 million of FCF generation (after dividends) over the next twelve months and access to a $75 million undrawn revolver. Though Moody's anticipate relatively strong conversion of EBITDA to CFO less capex, owing to the low working capital and capex needs of Intersil's nearly fabless model, Moody's expect the company to pay annual dividends similar to recent historical levels. This results in relatively low FCF. Nevertheless, the company will likely have sufficient cash on hand to meet its liquidity requirements over the next twelve months. Further supporting Intersil's overall liquidity is the expectation for covenant compliance over the next year. These first-time ratings/assessments were assigned: * Corporate Family Rating -- Ba2 * Probability of Default Rating -- Ba3 * $75 Million Senior Secured Revolver due 2013 -- Ba2 (LGD-3, 33%) * $390 Million Senior Secured Term Loan due 2016 -- Ba2 (LGD-3, 33) * Speculative Grade Liquidity Rating -- SGL-1 Intersil Corporation designs, develops, manufactures and markets high-performance analog and mixed signal semiconductors targeted within high-end consumer, industrial, computing and communications markets. Headquartered in Milpitas, CA, the company reported revenues of $611.4 million for the fiscal year ended January 1, 2010. INTERSIL CORP: S&P Assigns 'BB-' Corporate Credit Rating -------------------------------------------------------- On April 13, 2010, Standard & Poor's Ratings Services assigned its 'BB-' corporate credit rating to Intersil Corp. The rating reflects preliminary credit terms. The rating outlook is stable. At the same time, S&P assigned ratings to the company's proposed $465 million first-lien senior secured credit facility, consisting of a $75 million revolving credit facility and $390 million term loan. S&P rated the credit 'BB+' (two notches higher than the 'BB-' corporate credit rating) with a recovery rating of '1', indicating S&P's expectations of very high (90%-100%) recovery for lenders in the event of a payment default. "The 'BB-' rating reflects Milpitas, California-based Intersil Corp.'s high leverage and mid-tier competitive position in a highly cyclical, fragmented industry," said Standard & Poor's credit analyst Joseph Spence. "These factors partly are offset by its good operating profitability through the cycle and its good liquidity profile." Intersil is a semiconductor designer and manufacturer focusing on high performance analog and mixed-signal integrated circuits for applications in the high-end consumer, industrial, communications, and computing electronics markets. The company competes against much larger firms with greater financial resources and product breadth, such as the analog semiconductor division of Texas Instruments Inc., Analog Devices Inc., Maxim Integrated Products Inc., and National Semiconductor Corp. These competitors range from about two to seven times larger by revenues. Given its smaller scale, Intersil has historically pursued R&D and acquisition opportunities in niche applications where it can erect meaningful barriers to entry and maintain a moderate competitive position. Intersil's acquisition of Techwell Inc., a fabless designer and marketer of mixed signal integrated chips, accelerates Intersil's entry into the video surveillance and automotive infotainment markets and boosts the relative contribution of its historically higher-margin and less volatile industrial products segment to the high-20% area. Following significant declines in 2008 due to the global recession and industry downturn, pro forma combined December 2009 quarter revenues increased 21%, to about $200 million, resulting in annualized revenues of about $800 million. Pro forma revenue for 2009 was $673 million. Revenue growth was driven by the improvement in the global macroeconomic environment, which, starting in the June 2009 quarter, led to improved sales volumes in all of Intersil's end markets and compensated for a modest decline of 6% in component average sales prices. Pro forma annualized adjusted EBITDA will be about $188 million, generating margins in the 23% area, and pro forma 2009 adjusted EBITDA of about $132 million. Intersil's profitability is typical of semiconductor companies in the analog and mixed signal space that are able to establish proprietary niche market positions. Standard & Poor's expects EBITDA margins to continue to improve gradually, as the improving economic environment continues to drive sales growth, and Intersil maintains a relatively low fixed- cost base. Pro forma adjusted leverage is in the low-3x area as of Dec. 30, 2009, compared to 2x in the year-earlier period. The rating incorporates room for cash flow volatility given the cyclicality of the industry and, as a result, leverage can be either strong or weak for the rating. S&P expects liquidity to be good, with pro forma cash balances of about $360 million, which is in excess of historical and expected working capital and capex needs. Intersil will have a $75 million undrawn revolving credit facility. Pro forma adjusted free operating cash flow for the past 12 months ended December 2009 is estimated at $138 million and is supported by Intersil's primarily outsourced manufacturing strategy, which results in modest capital spending needs. Finally, the company benefits from having no significant near-term maturities. S&P's rating outlook on Intersil Corp. is stable. While operating performance levels are still below pre-recession levels, the company's good cash balance and consistent profitability through the cycle provide ratings support. S&P could raise the rating if leverage were to decline and be sustained at the low-2x area on improved operating performance or early debt reduction. S&P could lower the rating; however, if leverage were to increase to the 4x area because of competitive or macroeconomic driven deterioration in operating performance, combined with an inability to execute moderate debt reductions. JAMES BRAME: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: James R. Brame 2348 Quarry Road Buckingham, PA 18912 Bankruptcy Case No.: 10-12820 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Judge Eric L. Frank Debtor's Counsel: Allen B. Dubroff, Esq. 101 Greenwood Avenue Fifth Floor Jenkintown, PA 19046 Tel: (215) 635-7200 Fax: (215) 635-7212 E-mail: allen@dubrofflawllc.com Estimated Assets: $1,000,0000, to $10,000,000 Estimated Debts: $1,000,0000, to $10,000,000 The Debtor did not file a list of creditors together with its petition. The petition was signed by Not Available. JANICE DEHESH: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Janice A. Dehesh 3434 Caminito Santa Del Mar, CA 92014 Bankruptcy Case No.: 10-05722 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Joseph J. Rego, Esq. Law Office of Joseph Rego 8765 Aero Drive, Suite 306 San Diego, CA 92123 Tel: (858) 598-6628 Fax: (858) 598-6631 E-mail: joerego@regolaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb10-05722.pdf The petition was signed by Janice A. Dehesh. JOHN RICHINS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtor: John S. Richins Kristeen A. Richins 28078 N. Arizona Highway 188, Space #14 Roosevelt, AZ 85545 Bankruptcy Case No.: 10-09989 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Harold E. Campbell, Esq. Campbell & Coombs, P.C. 1811 S. Alma School Road, Suite 225 Mesa, AZ 85210 Tel: (480) 839-4828 Fax: (480) 897-1461 E-mail: heciii@haroldcampbell.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb10-09989.pdf The petition was signed by John S. Richins and Kristeen A. Richins. KERRY LANGLEY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Kerry Marcus Langley Linda Parker Langley 4894 Fitzpatrick Way Norcross, GA 30092 Bankruptcy Case No.: 10-70702 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Joyce Bihary Debtor's Counsel: Ian M. Falcone, Esq. The Falcone Law Firm PC 363 Lawrence Street Marietta, GA 30060 Tel: (770) 426-9359 E-mail: attorneys@falconefirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb10-70702.pdf The petition was signed by Kerry Marcus Langley and Linda Parker Langley. KEYVAN YOUSEFIAN: Case Summary & 14 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Keyvan Yousefian 4830 E. Mercer Way Mercer Island, WA 98040 Bankruptcy Case No.: 10-13925 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Larry B Feinstein, Esq. Vortman & Feinstein 500 Union St Ste 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: lbf@chutzpa.com Estimated Assets: $500,000 to $1,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/wawb10-13925.pdf The petition was signed by Not Available. KILROY REALTY: S&P Assigns 'BB' Rating on Preferred Securities -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB-' corporate credit rating to Kilroy Realty Corp. and its operating partnership, Kilroy Realty L.P. S&P also assigned a 'BB' rating to the company's preferred securities. The outlook is stable. "S&P's ratings on Los-Angeles-based Kilroy Realty reflect its good-quality, well-located, yet geographically concentrated portfolio, and the strong local presence of its management team," said credit analyst George Skoufis. "Furthermore, Kilroy Realty has pursued financial strategies aimed at enhancing its balance sheet and liquidity, notably by issuing equity and cutting the dividend in 2009, which cushioned coverage measures despite significant occupancy attrition due to very challenging economic conditions in its Southern California markets." The stable outlook reflects S&P's expectation that portfolio cash flows are approaching trough levels and will strengthen as occupancy improves from year-end 2009 levels. S&P believes fixed- charge coverage will weaken slightly in 2010, but it should remain adequate for the rating. S&P would consider lowering the rating if cash flow deteriorates more severely than contemplated such that fixed-charge coverage falls below 1.9x and/or total coverage falls below 1.0x for a sustained period. An upgrade would be dependent on stronger portfolio occupancy and operating performance, prudently pursued growth that strengthens diversity characteristics, and/or fixed-charge coverage improving to the high 2x to 3x range. KINDER MORGAN: Fitch Affirms Issuer Default Rating at 'BB+' ----------------------------------------------------------- Fitch Ratings has affirmed the outstanding ratings for Kinder Morgan, Inc.: -- Issuer Default Rating at 'BB+'; -- Secured notes and debentures at 'BB+'; -- Secured credit facility at 'BB+'; -- Capital trust securities (KN Capital Trust I and III) at 'BB-'. The Rating Outlook is Stable. KMI (formerly Knight Inc.) is a privately owned company with significant ownership interests in two businesses: the 2% general partner interest and approximately 22 million limited partner units in Kinder Morgan Energy Partners, L.P. (rated 'BBB' with a Stable Outlook by Fitch) and approximately 12 million shares of its affiliate Kinder Morgan Management, LLC; and a 20% interest in NGPL PipeCo LLC (rated 'BBB-' with a Stable Outlook by Fitch). KMP is one of the largest master limited partnerships, owning and operating a diverse portfolio of primarily fee-based energy infrastructure assets in the U.S. and Canada. NGPL provides interstate natural gas transportation and storage services primarily in the Chicago and Midwest markets. Distributions from KMP and NGPL contribute approximately 95% and 5% of KMI's cash flow, respectively. KMI's ratings and Stable Outlook are based on these favorable considerations: past asset sales and debt reduction have met or exceeded expectations; execution risk associated with the de- leveraging that was completed during 2007 and 2008 is no longer an issue; prospectively KMI should have minimal liquidity requirements and substantial free cash flow; operating performance at KMP and NGPL has met expectations and their credit ratings have been affirmed on April 1, 2010 and March 1, 2010, respectively; and KMI's investments in KMP and NGPL have significant market value and, in the case of its ownership of KMP and KMR equity interests, the investments are liquid. The ratings also recognize that KMI's cash flow is subordinated to debt service and maintenance capital expenditures at KMP and NGPL. Of modest concern is the possibility KMI could ultimately unwind its private structure through an initial public offering which could result in an entity with a weaker credit profile. Also of modest concern is the possibility that KMI would increase its debt leverage in order fund future purchases of KMP equity to support KMP's growth capital expenditures. Given KMP's demonstrated access to debt and equity capital markets, Fitch believes it is unlikely KMP would require KMI's financial assistance. However, KMI has agreed not to take incentive distributions through year- end 2011 relating to a proposed $875 million acquisition by KMP of natural gas midstream assets which was announced this morning. By doing so, KMI has again demonstrated its willingness to provide financial support to KMP. KMI's total debt has dropped from nearly $9 billion at Dec. 31, 2007, to approximately $3 billion at Dec. 31, 2009, which appears to be a sustainable level. Fitch expects KMI's standalone non- GAAP Debt to EBITDA to approximate 2.6 times for 2010 and improve in future years as KMP's LP and GP distributions increase. KMI's 'BB+' rating is consistent with its current credit measures and the quality of the cash flow up-streamed from KMP and NGPL. KMI utilizes its $1 billion secured credit facility due May 2013 to manage its liquidity. The facility is more than adequate to meet its limited needs and will likely be downsized when renewed. At Dec. 31, 2009, $171 million was outstanding under the facility. LEHMAN BROTHERS: All Documents in Examiner Report Now Available --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York resolved the last issues affecting the full publication of the report of the Examiner in the Lehman Brothers Holdings, Inc. Chapter 11 proceedings. As a public service, Jenner & Block is providing access to the final report and all documents cited in the nine-volume Examiner's report online at http://lehmanreport.jenner.com. The copy of the report on the lehmanreport.jenner.com website features hyperlinks to all of the documents cited in the report's over 8,000 footnotes. Anton R. Valukas was appointed the Examiner in the bankruptcy proceedings of Lehman Brothers Holdings, Inc. in January 2009. He was charged with investigating and unraveling the events leading to the banking giant's collapse. Jenner & Block served as counsel in the investigation and report. 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: Hid Assets in Small Investment Firm ---------------------------------------------------- Bankruptcy Law360 reports that Lehman Brothers Holdings Inc. reportedly used its control over a smaller investment firm to hide certain assets before filing for bankruptcy, though whether the former financial giant violated federal regulations regarding disclosures remains unclear, experts said. 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: Committee Supports LAMCO Transactions ------------------------------------------------------ In the course of managing and administering their remaining assets, Lehman Brothers Holdings Inc. has built a going-concern asset management business, which LBHI says, may be of substantial value and with capabilities that may endure beyond the administration of its bankruptcy case and generate revenues. In order to maximize the value of the asset management business, the Debtors plan to organize these entities to provide management services to them and their affiliates: (1) LBHI LAMCO Holdings LLC, a special purpose vehicle wholly- owned by LBHI; (2) LAMCO Holdings LLC, an entity wholly-owned by LBHI; (3) LAMCO Holdings International B.V., a Netherlands company Wholly-owned by LAMCO Holdings; and (4) LAMCO LLC, another wholly owned subsidiary of LAMCO Holdings. In connection with the creation of those entities, the Debtors ask the U.S. Bankruptcy Court for the Southern District of New York to enter into these agreements: (1) a contribution agreement authorizing LBHI to transfer most of its employees, contribute its domestic asset management infrastructure and make an initial equity contribution of $20 million to LAMCO LLC, and contribute all of its equity interests in its European asset management companies, LBHI Services Ltd. and LBHI Estates Ltd., to LAMCO International; (2) a shared services agreement with LAMCO LLC governing the use of contracts, assets and the services of certain employees; (3) an asset management agreement authorizing LAMCO LLC to manage the Debtors' assets; and (4) an inter-company agreement between LBHI and the other Debtors for the allocation of management fees and other costs. Bankruptcy Judge James Peck will convene a hearing on April 15, 2010 at 2:00 p.m., to consider the objections and approval of the Debtors' request. Creditors' Committee Supports LAMCO Transaction The Official Committee of Unsecured Creditors filed a statement with the Court expressing its support to the LAMCO transaction proposed by the Debtors. This determination, the Committee said, involved nearly ten months of analysis and deliberation, including presentations to the Committee by the Debtors and a potential third party investor. The Committee said it grappled with the concept of creating a non-debtor entity to manage each Debtor's assets outside of a plan construct, an extraordinary development not generally consistent with creditor expectations in a liquidating Chapter 11 case. However, after comprehensive review of the proposal, the Committee said it has concluded that the proposed transaction affords the Debtors' estates an opportunity to increase the value to the Debtors' estates for the benefit of all unsecured creditors while protecting (and, in certain respects, enhancing) creditor control over asset management and monetization determinations. The LAMCO structure offers an arrangement for the efficient management of the Debtors' illiquid assets, pending their future monetization (in either the short or long term) at prices reflective of their true values, the Committee pointed out. The LAMCO Agreements provide that, even after the Debtors have emerged from Chapter 11 protection, LAMCO will continue to manage their assets "at cost" until the time as any Debtor elects to withdraw its assets from LAMCO, the Committee notes. In addition, LAMCO may attract third party assets, which LAMCO will manage at a market rate. To the extent LAMCO succeeds in attracting third-party clients, additional value will inure to the Debtors' estates and creditors, the Committee said. Creditors & Lehman Affiliates Object Several Lehman affiliates and creditors object to the proposed LAMCO transactions. Lehman Brothers International (Europe), Lehman Brothers Limited, Lehman Brothers Holdings PLC, LB UK Re Holdings Limited, Storm Funding Limited, Mable Commercial Funding Limited, Lehman Brothers Europe Limited, Lehman Brothers UK Holdings Ltd, LB UK Financing Ltd, LB SF No. 1, Cherry Tree Mortgages Limited, Lehman Brothers Lease and Financing (No 1) Limited, Zestdew Limited, Monaco NPL (No. 1) Limited, Lehman Commercial Mortgage Conduit Limited, LB RE Financing No. 3 Limited, Lehman Brothers (PTG) Limited, Eldon Street Holdings Limited, and LB Holdings Intermediate 2 Limited -- UK Administration Companies -- do not dispute that the relief Debtors seek in the LAMCO Motion could eventually prove to be commercially reasonable and could eventually result in an overall benefit to creditors. The UK Administration Companies object to the LAMCO Motion at this time, however, because there is insufficient information available to assess the merits of LAMCO in the context of Debtors' Plan, and because there is insufficient transparency regarding several aspects of LAMCO's implementation, including the governance of LAMCO in connection with the business it will conduct with New Clients. Although the Debtors' stated goals of employee retention and maximizing distributions to creditors are sound, there is not enough information available to allow the UK Administration Companies to determine at this time whether the relief requested by Debtors inures to the benefit of creditors of Debtors' estates, including the UK Administration Companies, asserts Martin Flics, Esq., at Linklaters LLP, in New York, -- Martin.Flics@linklaters.com/ A group of derivatives creditors composing Bank of America, N.A., Credit Suisse International, D. E. Shaw Composite Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., Deutsche Bank AG, Goldman Sachs Bank USA (successor by merger to Goldman Sachs Capital Markets, L.P.), Goldman Sachs International, Merrill Lynch International, Morgan Stanley Capital Services Inc., Morgan Stanley & Co. International plc., certain funds advised by Oaktree Capital Management, L.P. or their subsidiaries, and The Royal Bank of Scotland plc, do not object in concept to the creation of LAMCO but complains that neither the timing nor the procedural vehicle chosen by Debtors for launching LAMCO is appropriate and the Motion should be denied without prejudice or continued to some future date. The derivative creditor group asserts that Lehman should focus on paying its creditors. The banks complain that the Lehman parent would have sole control and ownership of the asset management unit, denying any governance or ownership interest to affiliates that helped to fund LAMCO or to creditors. Bryan Marsal, chief executive officer of LBHI, said the issues raised in the objections should be resolved with further explanation or education. "The issue of ownership is the one legitimate or philosophical issue that may take longer," Bloomberg News quoted Mr. Marsal as saying. The chief executive also told Bloomberg that LAMCO would fulfill an immediate need to manage the assets that would fetch much more money if sold over three to five years than if they were liquidated today. 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: Files Progress Report on 65,000 Claims ------------------------------------------------------- Lehman Brothers Holdings Inc. has filed a progress report analyzing 65,000 claims, according to a March 29 regulatory filing with the Securities and Exchange Commission. The estimated unsecured claims filed against LBHI exceed $819 billion plus "potentially significant" unliquidated claims. These include more than $314 billion in guarantee claims filed by LBHI's affiliates, the filing said. William Fox, chief financial officer and executive vice-president of LBHI, said the aggregate total of the filed claims should be reduced to $605 billion as of March 10, 2010. He said this is based on the initial analysis made in the last four months by a claims management team they designated. "The Debtors, for the purposes of the plan, have made a preliminary estimate of the potential allowed amount of the adjusted total filed claims. It is the Debtors estimate that such amount will approximate $260 billion," Mr. Fox said in the regulatory filing. The current breakdown of claims filed can be accessed at http://researcharchives.com/t/s?5e82 LBHI said it filed the report because there has been substantial trading of claims since it outlined its joint Chapter 11 plan of reorganization on March 15 and claimants began to seek more details about the plan, according to a report by Bloomberg News. LBHI said the progress report aims to give equal access to all interested parties, Bloomberg News reported. 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: LB Somerset, 2 Others Want More Time for Plan -------------------------------------------------------------- Lehman Brothers Holdings Inc. asks the U.S. Bankruptcy Court for the Southern District of New York to extend the deadline for the filing of and solicitation of votes for the Chapter 11 plans of its three affiliated debtors. LBHI asks the Court to authorize Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC to file their Chapter 11 plans until September 15, 2010, and to solicit votes from their creditors until November 15, 2010. The Lehman units filed for bankruptcy protection only in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. Under the bankruptcy laws, they are entitled to extend the period during which they have the exclusive right to file and solicit acceptances of Chapter 11 plans, Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York -- shai.waisman@weil.com -- points out. Mr. Waisman says the proposed extension would allow LBHI to continue to negotiate the joint Chapter 11 plan of reorganization without distraction from parties who may propose their own plans for the three Lehman units. LBHI filed the joint Chapter 11 plan on March 15, 2010, which is an integrated but independent plan for the company and each of its affiliated debtors including Merit, LB Somerset and LB Preferred. The Court has already issued a bridge order extending Merit's exclusive periods until entry of an order on the motion. A hearing to consider approval of the proposed extension of the Lehman units' exclusive periods is scheduled for April 14, 2010. Somerset Associates, et al., Object Somerset Associates LLC and Somerset Properties SPE LLC ask the Court to deny approval of the proposed extension of LB Somerset and LB Preferred's exclusive periods on grounds that the Lehman units lack equity in their property and that their plan of reorganization cannot be confirmed. Somerset Associates asserts claims in the sum of $5,090,609 against each of the Lehman units. The claims stemmed from the Lehman units' failure to fulfill their obligations under an operating agreement with Falls of Neuse Investments LLC following their bankruptcy filing. The operating agreement was hammered out after FNI and the Lehman units formed Somerset Associates to acquire and operate a real property in Raleigh, North Carolina. Under the agreement, LB Somerset was tasked to participate in making management decisions of Somerset Associates while LB Preferred's duty is to provide funding, with no management role. Jonathan Rabinowitz, Esq., at Rabinowitz Lubetkin & Tully LLC, in Livingston, New Jersey, says the Lehman units' cannot be confirmed without the vote of Somerset Associates pursuant to sections 1129(a)(l0) and 1126(c) of the Bankruptcy Code. Section 1129(a)(l0) provides that at least one class of impaired claims must accept the plan in order for it to be confirmed. Meanwhile, the other provision states that a class of claims has accepted a proposed plan if the plan has been accepted by creditors holding at least two-thirds in amount and more than one-half in number of allowed claims of that class. A creditor holding at least one-third in amount of claims in an impaired class holds a "blocking vote" which would prevent the confirmation of a plan in a case in which there is only one class of impaired creditors. According to Mr. Rabinowitz, if Somerset Associates' claim is taken into account in LB Somerset's case, that claim would represent about 40.45% of the total claims against LB Somerset. "Because Somerset Associates' claim is greater than one-third of the total claims in the sole class of impaired creditors, it would have a blocking vote to prevent confirmation of any plan proposed by LB Somerset," Mr. Rabinowitz points out in court papers. Somerset Associates would also have a blocking vote to prevent the confirmation of LB Preferred's plan since its claim represents about 34.4% of the total claims in the sole class of impaired creditors, according to Mr. Rabinowitz. Mr. Rabinowitz further argues that the Lehman units lack equity in the real property as disclosed in their schedules of assets and liabilities, and that both of their bankruptcy cases involve few creditors and a single asset. 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: Proposes to Settle Tax Refund Claims ----------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to approve a deal with the Internal Revenue Service that would settle some of their claims for tax refunds. The deal, if approved by the Court, would allow the Debtors to recover more than $125 million of their claims for tax refunds, aggregating more than $374 million. The $374 million claim is on account of the taxes and penalties LBHI paid during the period 1997 to 2000. IRS disputed LBHI's claims for refunds because of its alleged noncompliance with tax regulations, failure to substantiate its tax credits, among other reasons. The remaining claims for tax refunds are expected to be resolved either through litigation or another settlement, Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York, says. The settlement, according to Mr. Waisman, is reasonable given the facts involved in the tax disputes which he describes as "highly complex and voluminous. If LBHI were forced to litigate every one of these issues, the outcome of its litigation with the IRS would be highly uncertain and, in all cases, such litigation would be protracted and expensive," Mr. Waisman says in court papers. The Court will hold a hearing on April 14, 2010, to consider approval of the settlement. 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: Proposes Deal with Fenway ------------------------------------------ Lehman Brothers Holdings Inc. and its units ask the Court to approve a deal with Fenway Capital LLC and Fenway Funding LLC. The deal would allow Lehman Paper Commercial Inc. to repurchase assets from Fenway Capital pursuant to their August 22, 2008 master repurchase agreement. The assets include LCPI's interests in real property loans and other assets that it transferred to Fenway Capital under the MRA. The deal would also result in the termination of the MRA and the cancellation of a commercial paper program with Fenway Funding. Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York -- alfredo.perez@weil.com -- says the termination of the MRA and the cancellation of the commercial paper program would eliminate the expense spent on maintaining the program and would allow LCPI to end the lawsuit regarding the MRA in the Chapter 11 cases of SCC Acquisitions Inc.'s affiliates. SCC Acquisitions' affiliates brought a lawsuit against Fenway Capital and LCPI in connection with the loans they availed with an aggregate face amount of more than $1 billion. The loans were among the assets transferred under the MRA. Mr. Perez says the Lehman estate has already incurred millions of dollars in fees and expenses from the litigation, which has gone on for almost a year. The termination of the MRA and the cancellation of the commercial paper program would also enable Fenway Capital to seek dismissal of claims against it in the lawsuit and circumvent the expense of additional litigation regarding the repurchase transaction made pursuant to the MRA, Mr. Perez further says. The Court will hold a hearing on April 14, 2010, to consider approval of the deal. 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: Metavante Drops $5.4-Mil. Swap Claim ----------------------------------------------------- Lehman Brothers Special Financing Inc. asks the U.S. Bankruptcy Court for the Southern District of New York to approve a settlement requiring Metavante Corp. to drop its $5.4 million claim against the company under a swap transaction. The settlement, if approved by the Court, would also require Metavante to drop an appeal it filed before a district court to reverse the Bankruptcy Court's September 17 decision that directed Metavante to honor the terms of the swap agreement. The Bankruptcy Court issued the September 17 ruling after Metavante allegedly refused to make payments to LBSF although the latter has not yet assumed or rejected their swap agreement. The district court earlier issued an order remanding the appeal to permit the Bankruptcy Court to consider the proposed settlement. The terms of the proposed settlement are: (1) On February 1, 2012, the date that the transaction matures under the terms of the swap agreement, one final net payment will be made representing all net payments accrued under the swap agreement from the date of LBSF's bankruptcy filing to the maturity date. Payments will accrue through February 1, 2012 on a net basis and no payments will be made by either party in the interim. (2) Metavante agrees that its obligations to make either the final net payment on February 1, 2012, or a final net payment in case it terminates the swap agreement, will not be subject to any defenses, set-off, waivers or satisfaction of conditions precedent. (3) Metavante will have the right to terminate the swap agreement not less than five days' prior notice to LBSF. If Metavante terminates the swap agreement, one final net payment will be calculated on the basis of an agreed-upon formula. (4) The parties will drop all existing litigation and legal actions. Upon approval of the settlement agreement, Metavante will withdraw the appeal and all proofs of claim against the Debtors. (5) No interest will accrue or be payable by either party on The final net payments. (6) LBSF will purchase an interest rate cap that will match the notional amortization and reset rates of the swap agreement to be held in escrow for the benefit of Metavante until the latter terminates, if ever, the swap agreement. (7) Metavante will withdraw its proofs of claim, forgo its right to other hedging costs that have allegedly accrued subsequent to the filing of the proofs of claim, and forgo reimbursement for its costs and expenses under the swap agreement. LBSF will reimburse Metavante for its expenses and allow a modest deduction on the final net payment made by Metavante on the maturity date. Based on the financial terms of the swap agreement and current and projected interest rates, LBSF expects that the agreement will entitle it to a payment less only a modest deduction under the proposed settlement, according to Daniel Ehrmann, managing director at Alvarez & Marsal North America LLC. The Court will hold a hearing on April 14, 2010, to consider approval of the proposed settlement. 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) LIQUIDATION OUTLET: Asks for Court OK to Sell Assets ---------------------------------------------------- Liquidation Outlet, Inc., has sought permission from the U.S. Bankruptcy Court for the Western District of Washington to sell substantially all of Debtor's assets and business free and clear of all liens, claims, interests and encumbrances. Within the last several weeks, Debtor has negotiated a potential sale of assets with LOI Capital, LLC (the Purchaser). The Purchaser has provided Debtor with certain pre-petition financing, and has further agreed to provide Debtor with pre-petition financing and debtor-in-possession (DIP) financing to be used to bridge the Debtor to the sale of its assets. The Debtor has entered into an asset purchase agreement (the APA) with the Purchaser. A copy of the APA is available for free at: http://bankrupt.com/misc/LIQUIDATION_OUTLET_assetpurchasepact.pdf The APA sets forth the terms of a sale for substantially all of Debtor's assets for a sale price of $5,240,000, based upon a projected retail value of the Debtor's inventory of $13, 100,000, to be verified by a physical inventory to be taken immediately after the closing of the sale. At closing, the Purchaser will make initial cash payment of $3,000,000. The proceeds from the sale will be used first to payoff all amounts owed under the DIP financing, including fees, expenses and other amounts due thereon. Following the closing of the Sale, the DIP financing will be terminated. Pursuant to the APA, the Purchaser may, in its sole discretion, designate any or all of the Debtor's retail store and distribution center locations as Designated Liquidation Locations. In conjunction with the APA, and in order to facilitate the liquidation of the merchandise and fixed assets at the Designated Liquidation Locations, Debtor and the Purchaser have entered into a certain Agency Agreement (the Agency Agreement), whereby Debtor has engaged the Purchaser to act as the Debtor's exclusive agent for the limited purpose of selling all of the liquidation merchandise and other assets located at the Designated Liquidation Locations. A copy of the Agency Agreement is available for free at http://bankrupt.com/misc/LIQUIDATION_OUTLET_agencypact.pdf The Purchaser will complete the store closing sales, and will vacate each of the Designated Liquidation Location premises in favor of Debtor on or before July 31, 2010. The APA is subject to the submission by third parties of higher or better offers. The Debtor has filed bidding procedures, a copy of which is available for free at: http://bankrupt.com/misc/LIQUIDATION_OUTLET_biddingprocedures.pdf Debtor has designated the bid of the Purchaser as the stalking horse bid. To become a qualified bidder, each prospective bidder will, on or before 5:00 p.m. PST on the business day that is five business days prior to the day scheduled for the hearing on the sale motion deliver a good faith deposit in the amount of 10% of the bidder's qualified bid in cash into an escrow account designated by Debtor. The prospective bidder must present a binding offer to acquire the Acquired Assets for an amount that is not less than $250,000 more than the aggregate value of the Stalking Horse Bid (the overbid). The highest overbid submitted by a qualified bidder will be the initial overbid at the auction. That bid must be $250,000 higher or the sum of 5,490,000. Subsequent Overbids will be in increments of not less than $100,000 higher than the immediately preceding bid. In the event that the Stalking Horse bidder is not the successful bidder, within three business days of the entry of an order designating another bidder as the successful bidder, the proceeds of the successful bidder's deposit will be used to the pay the Break-Up Fee of $100,000. A copy of the sale guidelines is available for free at: http://bankrupt.com/misc/LIQUIDATION_OUTLET_saleguidelines.pdf The deadline for the competing bids for the assets is April 15, 2010. The auction will be held on April 21, 2010. The hearing on the sale will be held on April 22, 2010. Objections The Acting United States Trustee, Robert D. Miller Jr., filed an objection to the Debtor's motion for authorization to sell assets. Mr. Miller says that the initial overbid of $250,000 is excessive and will have a chilling effect on bidding, ensuring that the Stalking Horse Bidder is the successful bidder. Safeway, Inc., and Inland Western Lakewood, L.L.C. (the Landlord) also objected to the Debtor's sale of assets. Inland Western wants post-petition rent to be paid and all defaults under the lease to be cured. Inland Western says that the Debtor's motion for authorization to sell assets doesn't mention any requirement that the Debtor provide the Landlord with any information regarding the Stalking Horse Bidder's financial condition, operating history and other related information regarding its adequate assurance of future performance under the lease. Safeway is represented by Tara J. Schleicher (tschleicher@fwwlaw.com) at Farleigh Wada Witt. Inland Western is represented by Barokas Martin & Tomlinson and Menter, Rudin & Trivelpiece, P.C. About Liquidation Outlet Lakewood, Washington-based Liquidation Outlet, Inc., filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. Wash. Case No. 10-42279). Benjamin J. Riley, Esq., at Brian L Budsberg PLLC, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $16,053,250, and total debts of $7,434,413. LODGIAN INC: Agrees to Settle Class Action on LSREF Lodging Deal ---------------------------------------------------------------- As reported in the Troubled Company Reporter on February 5, 2010, Lodgian, Inc., entered into a definitive agreement to be acquired by LSREF Lodging Investments, LLC, in a transaction valued at roughly $270 million, including assumed debt, and that on January 26, 2010, a putative class action was commenced in the Superior Court of Fulton County, Georgia against the Company, each of its directors, LSREF and LSREF Lodging Merger Co., Inc., a wholly owned subsidiary of LSREF, alleging that, among other things, Lodgian's board of directors breached their fiduciary duties to its stockholders in approving and adopting a merger agreement that allegedly contains preclusive deal protection measures and unfair merger consideration. On February 23, 2010, the plaintiffs amended their complaint to add a claim that the members of Lodgian's board of directors had breached their fiduciary duty of disclosure in connection with the Schedule 14A preliminary proxy statement that the Company filed with the Securities and Exchange Commission on February 16, 2010. On April 1, 2010, the plaintiffs filed a motion for temporary restraining order seeking to enjoin the completion of the merger. On April 12, 2010, Lodgian agreed in principle to settle the putative class action. Under the terms of the proposed settlement, all claims relating to the merger agreement and the merger will be dismissed on behalf of the settlement class. The proposed settlement is subject to certain conditions, including but not limited to court approval and consummation of the merger. As part of the proposed settlement the Company has agreed not to object to the plaintiffs' counsel's application to the court for an award of fees and expenses in an amount not to exceed $240,000. The proposed settlement will not affect the amount of merger consideration to be paid to Lodgian's shareholders in the merger or change any other terms of the merger or merger agreement. About Lodgian, Inc. Atlanta, Ga.-based Lodgian, Inc. (NYSE Amex Equities: LGN) -- http://www.lodgian.com/-- is one of the largest independent hotel owners and operators in the United States. The Company operates substantially all of its hotels under nationally recognized brands, such as "Crowne Plaza,", "Four Points by Sheraton", "Hilton," "Holiday Inn," "Marriott," and "Wyndham". As of March 1, 2010, the Company operated 28 hotels with an aggregate of 5,359 rooms, located in 19 states. MARK ALLEN: Section 341(a) Meeting Scheduled for May 3 ------------------------------------------------------ The U.S. Trustee for Region 7 will convene a meeting of Mark Allen Wynne's creditors on May 3, 2010, at 1:30 p.m. The meeting will be held at San Antonio Room 333, U.S. Post Office Bldg., 615 E. Houston Street, San Antonio, TX 78205. This is the first meeting of creditors required under Section 341(a) of the U.S. 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. San Antonio, Texas-based Mark Allen Wynne filed for Chapter 11 bankruptcy protection on March 29, 2010 (Bankr. W.D. Texas Case No. 10-51127). William B. Kingman, Esq., who has an office in San Antonio, Texas, assists the Debtor in his restructuring effort. The Debtor estimated his assets and debts at $50,000,001 to $100,000,000. These affiliates of the Debtor filed separate Chapter 11 petitions: -- Premier General Holdings, LTD (Case No. 10-50606) on February 19, 2010; and -- Premier General Holdings, LTD (Case No. 10-51005) on March 17, 2010 MARK ALLEN: Files Schedules of Assets & Liabilities --------------------------------------------------- Mark Allen Wyne filed with the U.S. Bankruptcy Court for the Western District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $550,000 B. Personal Property $70,140,700 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $508,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $64,028,678 ----------- ----------- TOTAL $70,690,700 $64,536,678 San Antonio, Texas-based Mark Allen Wynne filed for Chapter 11 bankruptcy protection on March 29, 2010 (Bankr. W.D. Texas Case No. 10-51127). William B. Kingman, Esq., who has an office in San Antonio, Texas, assists the Debtor in his restructuring effort. These affiliates of the Debtor filed separate Chapter 11 petitions: -- Premier General Holdings, LTD (Case No. 10-50606) on February 19, 2010; and -- Premier General Holdings, LTD (Case No. 10-51005) on March 17, 2010 MGM MIRAGE: To Sell Up to $750-Mil. of 2015 Convertible Notes ------------------------------------------------------------- MGM MIRAGE proposes to offer, subject to market and other conditions, up to $750 million in aggregate principal amount of convertible senior notes due 2015 in a private placement. The Company plans to use the net proceeds from the offering to repay a portion of its outstanding indebtedness under its senior credit facility. The Company expects to grant the initial purchasers an option to purchase additional notes solely to cover over-allotments. The notes will be general unsecured senior obligations of the Company, guaranteed by substantially all of the Company's wholly owned domestic subsidiaries, which also guarantee the Company's other senior indebtedness, and equal in right of payment with, or senior to, all existing or future unsecured indebtedness of the Company and each guarantor. The interest rate, conversion rate and other terms of the notes will be determined at the time of pricing of the offering. In connection with the offering, the Company expects to enter into capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates. The capped call transactions are expected generally to reduce the potential dilution of the Company's common stock upon any conversion of notes in the event that the market value per share of the Company's common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions (which corresponds to the initial conversion price of the notes and is subject to certain adjustments similar to those contained in the notes). If the initial purchasers exercise their over-allotment option to purchase additional notes, the Company may enter into additional capped call transactions. The Company has been advised that, in connection with hedging the capped call transactions, the hedge counterparties or their affiliates expect to enter into various derivative transactions with respect to the Company's common stock concurrently with, or shortly after, the pricing of the notes and may, from time to time following the pricing of the notes, enter into or unwind various derivatives or purchase or sell the Company's common stock in secondary market transactions. These activities could increase (or reduce the size of any decrease in) the price of the Company's common stock concurrently with or following the pricing of the notes, and could also cause or avoid an increase or a decrease in the price of the Company's common stock following any conversion of notes and during the period prior to the maturity date. The notes proposed to be offered, and any shares of the Company's common stock issuable upon conversion of the notes, will not be registered under the Securities Act of 1933, as amended, or any state securities law and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes, and any shares of the Company's common stock issuable upon conversion of the notes, will be offered only to "qualified institutional buyers" under Rule 144A of the Securities Act. As reported by the Troubled Company Reporter, MGM MIRAGE closed on March 16, 2010, the sale of $845 million in aggregate principal amount of its 9% Senior Secured Notes due 2020 under an indenture dated as of March 16, 2010, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee. The Notes were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended, and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company intends to use the net proceeds of the offering, or approximately $823.0 million (after giving effect to discounts, commissions and offering expenses), to repay a portion of its outstanding indebtedness under its senior credit facility. The Notes will mature on March 15, 2020. The Company will pay interest on the Notes on March 15 and September 15 of each year, commencing on September 15, 2010. Interest on the Notes will accrue at a rate of 9% per annum and be payable in cash. The Notes will be guaranteed, jointly and severally, on a senior basis by the Company's restricted subsidiaries, other than its Illinois subsidiary, Nevada Landing Partnership, unless and until the Company obtains Illinois gaming approval. The guarantors will include all subsidiaries that guarantee the Company's senior credit facility and on the Company's existing notes, except for Nevada Landing Partnership, unless and until the Company obtains Illinois gaming approval. The Notes and certain of the guarantees will be secured by (i) a mortgage on MGM Grand Las Vegas and substantially all existing and future property of MGM Grand Hotel, LLC; and (ii) upon receipt of the necessary gaming approvals, a pledge of the limited liability company interests in MGM Grand. Prior to March 15, 2014, the Company may redeem all or part of the notes at a redemption price equal to 100% of the principal amount of the Notes plus an applicable make whole premium and accrued and unpaid interest. On or after March 15, 2014, the Company may redeem all or part of the Notes at its option on the redemption dates and at the redemption prices specified in the Indenture. The Indenture contains covenants that will limit the Company's and the Guarantors' ability to, among other things, (i) pay dividends or distributions, repurchase equity, prepay subordinated debt or make certain investments, (ii) incur additional debt or issue certain disqualified stock and preferred stock, (iii) incur liens on assets (subject to, under certain circumstances, regulatory approval), (iv) merge or consolidate with another company or sell all or substantially all assets, (v) enter into transactions with affiliates, (vi) allow to exist certain restrictions on ability of Guarantors to transfer assets, and (vii) enter into sale and lease-back transactions. The Indenture provides for customary events of default. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. The Company reported $22.51 billion in total assets, $2.38 billion in total current liabilities, $3.03 billion in deferred income taxes, $12.97 billion in long term debt, and $256.83 million other long term obligation, resulting to a $3.87 billion stockholders' equity as of Dec. 31, 2009. At September 30, 2009, MGM MIRAGE had stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on March 22, 2010, Moody's Investors Service affirmed MGM MIRAGE's ratings, including its Caa1 Corporate Family Rating and raised the company's Speculative Grade Liquidity rating to SGL-3 from SGL-4. The rating outlook remains stable. As reported by the TCR on March 11, 2010, Standard & Poor's Ratings Services 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. MGM MIRAGE: Elects Burton Cohen to Board of Directors ----------------------------------------------------- MGM MIRAGE said Burton Cohen has accepted an invitation to join the Company's Board of Directors. He was elected to his new post by the Board during a meeting Tuesday. "We are deeply honored that Burton Cohen, a man with such a tremendous range of resort experience and knowledge, has accepted an invitation to join the MGM MIRAGE Board of Directors," said James J. Murren, MGM MIRAGE Chairman and Chief Executive Officer. "We extend a warm welcome to Mr. Cohen, and we look forward to his guidance and leadership." An attorney and retired resort executive, Mr. Cohen served in many prominent positions spanning his 30-year career in Las Vegas. His early accomplishments included serving as co-owner and general manager of the Frontier Hotel & Casino. Following a move to the Desert Inn, Mr. Cohen went on to help developer Jay Sarno open Circus Circus. He was later executive vice president of Flamingo Hotel Casino, and then president of Flamingo Hilton after the Hilton Corporation acquired the property in 1971. Caesars World named Mr. Cohen vice president at Caesars Palace and a member of the board of directors of Desert Palace, then the operating company of Caesars Palace. In 1978, Mr. Cohen became the first president and general manager of the Desert Inn & Country Club under Summa Corporation. The resort achieved national fame via the television show "Vega$", which was filmed at the DI with Mr. Cohen's active support. Mr. Cohen took on a major challenge in the reorganization of the financial structure of the Dunes Hotel & Country Club in 1986. A prior offer for purchase of the historic hotel was made for $80 million. When the Dunes eventually sold it in 1987, Mr. Cohen's leadership had increased the purchase price to $157 million. In 1992, Mr. Cohen returned to the Desert Inn Hotel & Country Club as president and CEO. He stayed on as president and managing director when the property was sold to ITT Sheraton Corporation. Mr. Cohen retired in 1995, and the same year was elected to the American Gaming Association's Hall of Fame. Mr. Cohen is an active member of the Las Vegas community. He has served on the board of the Southern Nevada Drug Abuse Council, led a successful Las Vegas Valley United Way campaign, and served on the boards of the Boys' Club of Clark County and the Nevada division of the American Cancer Society. He has been an active member in the Anti-Defamation League and is currently Chairman of the Board of Trustees of Sunrise Hospital in Las Vegas. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. The Company reported $22.51 billion in total assets, $2.38 billion in total current liabilities, $3.03 billion in deferred income taxes, $12.97 billion in long term debt, and $256.83 million other long term obligation, resulting to a $3.87 billion stockholders' equity as of Dec. 31, 2009. At September 30, 2009, MGM MIRAGE had stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on March 22, 2010, Moody's Investors Service affirmed MGM MIRAGE's ratings, including its Caa1 Corporate Family Rating and raised the company's Speculative Grade Liquidity rating to SGL-3 from SGL-4. The rating outlook remains stable. As reported by the TCR on March 11, 2010, Standard & Poor's Ratings Services 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. MGM MIRAGE: Expects to Report $11-Mil. Operating Loss for Q1 2010 ----------------------------------------------------------------- MGM MIRAGE unveiled preliminary expectations of financial results for the first quarter of 2010. The operating results in this release reflect preliminary expectations of financial results for the first quarter of 2010, have not been reviewed by the Company's auditors, and are subject to change. The Company expects to report its full results for the quarter, and conduct a conference call to discuss its earnings, during the week of May 3, 2010. The Company expects a first quarter diluted loss per share (EPS) of approximately $0.22 compared to earnings of $0.38 per share in the prior year first quarter. The current year results include a gain on extinguishment of debt of $142 million, or $0.21 per share, net of tax, related to the restatement and amendment of the Company's senior credit facility in March and a pre-tax non-cash charge of approximately $86 million, or $0.13 per share, net of tax, representing the Company's share of an impairment at CityCenter related to its residential inventory. The prior year results include a gain of approximately $0.44 per share, net of tax, related to the sale of Treasure Island hotel and casino. Net revenue for the first quarter of 2010 is expected to be approximately $1.46 billion. Excluding reimbursed costs revenue mainly related to the Company's management of CityCenter (approximately $93 million in the 2010 first quarter and $14 million in the 2009 first quarter), net revenue is expected to be approximately $1.36 billion, a decrease of 4% from 2009. Operating loss for the first quarter of 2010 is expected to be approximately $11 million (which included the Company's share of the CityCenter residential impairment charge) compared to operating income of $355 million in the 2009 quarter. The prior year results include the $190 million pre-tax gain on the TI sale as well as $15 million of Monte Carlo business interruption insurance recovery income (recorded as a reduction to general and administrative expense) and $7 million of Monte Carlo property damage insurance recovery income (recorded as property transactions, net). Adjusted Property EBITDA is expected to be approximately $187 million in the 2010 quarter and was negatively impacted by the CityCenter residential impairment charge. Adjusted EBITDA is estimated to be approximately $156 million. MGM Grand Macau operating income is expected to be $49 million in the first quarter of 2010, which included depreciation expense of $22 million, a significant improvement compared to an operating loss of $5 million in the 2009 first quarter, which included depreciation expense of $21 million. CityCenter is expected to report an operating loss of $255 million in the first quarter of 2010, which includes an approximately $171 million non-cash impairment charge related to its residential inventory, depreciation expense of $69 million, and preopening expenses of $6 million. CityCenter results benefited from revenues of $24 million related to forfeited residential deposits. Aria reported an operating loss of $66 million, which included deprecation expense of $54 million. Occupancy percentage at Aria was 63% with an average daily rate of $194. At March 31, 2010, the Company had approximately $13.0 billion of indebtedness (carrying value of $12.7 billion), including $3.8 billion of borrowings outstanding under its senior credit facility, with available borrowing capacity under the senior credit facility of approximately $900 million. The Company's cash balance was $441 million at March 31, 2010. Subsequent to March 31, 2010, the Company received a tax refund of approximately $380 million, the proceeds of which will be used to temporarily reduce outstanding amounts under the senior credit facility. A full-text copy of the preliminary earnings release is available at no charge at http://ResearchArchives.com/t/s?6006 About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. The Company reported $22.51 billion in total assets, $2.38 billion in total current liabilities, $3.03 billion in deferred income taxes, $12.97 billion in long term debt, and $256.83 million other long term obligation, resulting to a $3.87 billion stockholders' equity as of Dec. 31, 2009. At September 30, 2009, MGM MIRAGE had stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on March 22, 2010, Moody's Investors Service affirmed MGM MIRAGE's ratings, including its Caa1 Corporate Family Rating and raised the company's Speculative Grade Liquidity rating to SGL-3 from SGL-4. The rating outlook remains stable. As reported by the TCR on March 11, 2010, Standard & Poor's Ratings Services 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. MICHAEL ADELSON: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtor: Michael Jay Adelson Karen Jane Cahn-Adelson aka Karen Cahn 22252 North 76th Place Scottsdale, AZ 85255 Bankruptcy Case No.: 10-09934 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Allan D. Newdelman, Esq. 80 E. Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Fax: (602) 277-0144 E-mail: anewdelman@qwestoffice.net Scheduled Assets: $533,138 Scheduled Debts: $1,398,393 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb10-09934.pdf The petition was signed by Michael Jay Adelson and Karen Jane Cahn-Adelson. MOHAMMAD ASIF: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Mohammad Y. Asif Ummay K. Asif 444 Springwood Lane Bolingbrook, IL 60440 Bankruptcy Case No.: 10-15471 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtor's Counsel: Chris D. Rouskey, Esq. Rouskey and Baldacci 151 Springfield Avenue Joliet, IL 60435 Tel: (815) 741-2118 Fax: (815) 741-0670 E-mail: rouskey-baldacci@sbcglobal.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 says that assets total $1,972,000.00 while debts total $1,801,975.05. A copy of the Joint Debtors' list of 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-15471.pdf The petition was signed by the Joint Debtors. MOONLIGHT BASIN: Court Fixes May 28 as Claims Bar Date ------------------------------------------------------ The Hon Ralph B. Kirscher of the U.S. Bankruptcy Court for the District of Montana has established May 28, 2010, as the last day for any individual or entity to file proofs of claim against Moonlight Basin Ranch LP. Proofs of claim must be filed with the: Clerk of the U.S. Bankruptcy Court Room 303, 400 N. Main Street Butte, MT 59701 with a copy furnished to the Debtor's counsel: James A. Patten 2817 2nd Avenue North, Suite 300 The Fratt Building Billings, MT 59101 Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski resort in Montana. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09- 62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assist the Debtor in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. Debtor-affiliate Moonlight Lodge, LLC, also filed a separate Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62329). The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. MOONLIGHT BASIN: Files Amended Schedules of Assets & Liabilities ---------------------------------------------------------------- Moonlight Basin Ranch LP filed with the U.S. Bankruptcy Court for the District of Montana amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $32,757,479 B. Personal Property $12,761,610 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $96,242,640 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,164,827 ----------- ----------- TOTAL $45,519,089 $97,407,467 Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski resort in Montana. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09- 62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assist the Debtor in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. Debtor-affiliate Moonlight Lodge, LLC, also filed a separate Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62329). The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. MORGAN STANLEY FUND: May Lose 2/3 of $8.8-Bil. Fund --------------------------------------------------- The Wall Street Journal's Anton Troianovski and Dow Jones Newswires' Lingling Wei report that Morgan Stanley has told investors in its $8.8 billion real-estate fund -- Morgan Stanley Real Estate Funds business -- it may lose nearly two-thirds of its money from bum property investments. The report cited fund documents reviewed by The Wall Street Journal. According to the report, that would likely make it the biggest dollar loss -- $5.4 billion -- in the history of private-equity real-estate investing. The report recalls that over the past 20 years, MSREF was one of the biggest buyers of property around the world, doing some $174 billion in deals since 1991, mostly with money raised from pension funds, college endowments and foreign investors. The report says MSREF's losses come from investments in properties such as the European Central Bank's Frankfurt headquarters, a big development project in Tokyo and InterContinental hotels across Europe, among others. According to the report, Morgan Stanley now is negotiating with MSREF's lenders to reduce the fund's obligations on the money it borrowed, its interest payments, renovation costs and other expenses. The report notes that Morgan Stanley has sought to raise a new, $10 billion fund, MSREF VII Global. The report adds that Morgan Stanley has reinstated Owen Thomas, the executive who helped create MSREF, as head of the real-estate business and brought in an outsider, real-estate-debt veteran John Klopp, to lead its property business in the Americas. MPG GATEWAY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: MPG Gateway, Ltd 1803 Briar Creek Boulevard Safety Harbor, FL 34695 Bankruptcy Case No.: 10-08075 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Giorgio Vallar, Esq. Monroe's Pretige Group, Inc. 1803 Briar Creek Boulevard Safety Harbor, FL 34695 Tel: 727-669-7412 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of creditors together with its petition. The petition was signed by Charles H. Monroe III, president. NEW YORK CHOCOLATE: Files For Bankruptcy Protection --------------------------------------------------- The Board of Directors of the New York Chocolate and Confections Company, in consultation with the Company's management, has authorized the Company to file for protection under Chapter 11 of the United States Bankruptcy Code. The Board of Directors reached this decision after careful consideration and study of the realistic market opportunities for an independent manufacturer of chocolate products, litigation matters involving the Company for the past six years, projected capital requirements to restart the Company's operations and the accumulation of certain debts and other obligations. The Company's Board of Directors and its management team are intent on working cooperatively with the Company's creditors, the City of Fulton and County of Oswego officials to ensure an efficient and orderly Chapter 11 process. NEXSTAR BROADCASTING: Sells $325 Million in 8.875% Notes -------------------------------------------------------- Nexstar Broadcasting Group, Inc.'s wholly owned subsidiary, Nexstar Broadcasting, Inc., has priced an offering of $325.0 million aggregate principal amount of 8.875% senior secured second lien notes due 2017. Mission Broadcasting, Inc., will be a co-issuer of the notes. Banc of America Securities LLC, UBS Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets Corporation have agreed to act as the representatives of the initial purchasers of the 2017 Notes. A full-text copy of the Purchase Agreement is available at no charge at http://ResearchArchives.com/t/s?6003 The sale of the notes is expected to be completed by April 19, 2010, subject to customary closing conditions. At that time, also subject to customary closing conditions, Nexstar Broadcasting and Mission expect to complete the proposed amendments to their senior secured credit facilities, which, among other things, will extend the maturity of their existing facilities, adjust the existing leverage covenants, permit the incurrence of the additional indebtedness and grant the second-priority senior secured lien securing the notes. The notes were priced at 99.364% of par. The notes will be secured on a second priority basis, subject to certain exceptions and certain permitted liens, by Nexstar Broadcasting's, Mission's and the guarantors' assets that secure each of Nexstar Broadcasting and Mission's senior secured credit facilities on a first priority basis. The Company and all of Nexstar Broadcasting and Mission's future domestic restricted subsidiaries will guarantee the notes on a senior secured basis. Nexstar and Mission intend to use the net proceeds of the offering, together with borrowings under each of their amended senior secured credit facilities and cash on hand, to repurchase Nexstar Broadcasting's outstanding 13% Senior Subordinated Payment-in-Kind Notes due 2014, to refinance each of their existing senior secured credit facilities, pay related fees and expenses and for general corporate purposes. Nexstar Broadcasting and Mission have proposed an amendment to each of their senior secured credit facilities, which, among other items, would extend the maturity of their existing facilities, adjust the existing leverage covenants, permit the incurrence of the additional indebtedness and grant the second-priority senior secured lien securing the notes. Under the proposed amendments, Nexstar and Mission have proposed to reduce their revolving commitments to an aggregate $75.0 million allocated between each credit agreement and refinancing the Term Loan B facilities in aggregate amount equal to $100.0 million. The amendment also provides for payment of normal and customary fees and expenses. The amendments will become effective concurrently with the completion of the offering of notes and the completion of the offering of notes is conditioned upon the effectiveness of the amendments. Although Nexstar Broadcasting and Mission have received commitments from lenders for the proposed amendment, the amendment is subject to satisfaction of customary closing conditions; therefore, there can be no assurance that the proposed amendment will be completed as contemplated or at all. The notes and the related guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. About Nexstar Broadcasting Group Irving, Texas-based Nexstar Broadcasting Group Inc. currently owns, operates, programs or provides sales and other services to 62 television stations in 34 markets in the states of Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and Florida. Nexstar's television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches approximately 13 million viewers or approximately 11.5% of all U.S. television households. Nexstar Broadcasting Group's balance sheet for December 31, 2009, showed $619.8 million in total assets and $796.0 million in total liabilities, resulting in a $176.2 million stockholders' deficit. * * * According to the Troubled Company Reporter on April 8, 2010, Standard & Poor's Ratings Services affirmed its ratings on Nexstar Broadcasting Group Inc., including the 'B-' corporate credit rating. The rating outlook is positive. NEXSTAR BROADCASTING: Offers to Buy Back $42.6MM of PIK Notes ------------------------------------------------------------- Nexstar Broadcasting Group, Inc., said its wholly owned subsidiary, Nexstar Broadcasting, Inc., has commenced a cash tender offer and consent solicitation with respect to Nexstar Broadcasting's outstanding $42,628,179 aggregate principal amount of Senior Subordinated PIK Notes due 2014, which are issued by Nexstar Broadcasting. The tender offer and consent solicitation is being made subject to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement and a related Letter of Instructions, each dated as of April 5, 2010, which more fully sets forth the terms and conditions of the tender offer and consent solicitation. The tender offer and consent solicitation will expire at Midnight, New York City time, on April 30, 2010, unless extended or earlier terminated by Nexstar Broadcasting. Holders who validly tender (and do not validly withdraw) their Notes on or prior to the consent payment deadline of 5:00 p.m., New York City time, on April 16, 2010, and whose Notes are accepted for payment, will receive total consideration equal to $1,045.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the first settlement date. The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of the Notes. Holders who validly tender (and do not validly withdraw) their Notes after the Consent Payment Date, but on or prior to the Expiration Time, and whose Notes are accepted for payment, will receive the tender consideration equal to $1,015 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the final settlement date. Holders of Notes who tender after the Consent Payment Deadline will not receive a consent payment. Holders who tender Notes on or prior to the Consent Payment Deadline may withdraw such Notes at any time on or prior to the Consent Payment Deadline. In connection with the tender offer, Nexstar Broadcasting is also soliciting consents from the holders of the Notes for certain proposed amendments that would eliminate substantially all restrictive covenants contained in the indenture governing the Notes. Adoption of the proposed amendments with respect to the Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes. Holders who tender their Notes will be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer. The tender offer and consent solicitation are subject to customary conditions, including, among other things, a financing condition. Provided that the conditions to the tender offer, including the financing condition that Nexstar Broadcasting receives borrowings from its concurrent proposed refinancing of its existing senior secured credit facility and senior secured second lien notes offering, have been satisfied or waived by Nexstar Broadcasting, Nexstar Broadcasting will pay for Notes purchased in the tender offer, together with accrued interest, on either the first settlement date or the final settlement date, as applicable. Nexstar Broadcasting intends to fund the purchase of the Notes with a portion of the proceeds it receives from the concurrent proposed offering of its senior secured second lien notes, with borrowings under the refinancing of its existing senior secured credit facility or cash on hand, or a combination thereof. The tender offer and consent solicitation is not an offer to participate in any way in the proposed refinancing of Nexstar Broadcasting's existing senior secured credit facility nor an offer to sell or a solicitation of an offer to buy the senior secured second lien notes. Offers and sales of the senior secured second lien notes will only be made by means of the private offering memorandum. Holders of Notes that have been validly tendered and accepted by Nexstar Broadcasting by the Consent Payment Deadline will receive the Total Consideration and will be paid on the first settlement date, which is expected to be promptly after satisfaction of the financing condition and following the Consent Payment Deadline, provided that all other conditions to the offer have been satisfied or waived at such time. Holders of Notes that have been validly tendered and accepted by Nexstar Broadcasting after the Consent Payment Deadline, but on or prior to the Expiration Time, will receive the Tender Consideration only, and will be paid on the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs. Nexstar Broadcasting has engaged Banc of America Securities LLC to act as dealer manager and solicitation agent for the tender offer and consent solicitation and Global Bondholder Services Corporation to act as information agent and depositary for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation at (866) 389-1500 (toll free) or (212) 430-3774 (collect). Questions regarding the tender offer or consent solicitation may be directed to Banc of America Securities LLC at (888) 292-0070 (toll free) or (646) 855-3401 (collect). About Nexstar Broadcasting Group Irving, Texas-based Nexstar Broadcasting Group Inc. currently owns, operates, programs or provides sales and other services to 62 television stations in 34 markets in the states of Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and Florida. N exstar's television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches approximately 13 million viewers or approximately 11.5% of all U.S. television households. Nexstar Broadcasting Group's balance sheet for December 31, 2009, showed $619.8 million in total assets and $796.0 million in total liabilities, resulting in a $176.2 million stockholders' deficit. * * * According to the Troubled Company Reporter on April 8, 2010, Standard & Poor's Ratings Services affirmed its ratings on Nexstar Broadcasting Group Inc., including the 'B-' corporate credit rating. The rating outlook is positive. NEXSTAR BROADCASTING: Sees Up to $69.5MM Q1 Net Operating Revenue ----------------------------------------------------------------- Nexstar Broadcasting Group Inc. expects to report net operating revenue between $67.0 million and $69.5 million for the fiscal quarter ended March 31, 2010. The Company's results of operations for the fiscal quarter ended March 31, 2010, are not yet available. The Company cautioned that because the first quarter has only recently ended, the information is preliminary in nature and based only upon preliminary information available as of April 5, 2010. "We have not finalized our financial statement closing process for the fiscal quarter ended March 31, 2010. During the course of that process, we may identify items that would require us to make adjustments, which may be material," the Company said in a regulatory filing. The principal types of revenue and a range of revenue amounts for each principal type of revenue that the Company expects to earn by its stations during the fiscal quarter ended March 31, 2010: Range of Amounts (in millions) Certain components of net operating revenue: Local $41.5 $42.0 National 14.5 14.8 Political 3.0 3.2 eMedia 2.8 3.0 Retransmission compensation 7.0 7.5 The data has been prepared by and, is the responsibility of, the Company's management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. About Nexstar Broadcasting Group Irving, Texas-based Nexstar Broadcasting Group Inc. currently owns, operates, programs or provides sales and other services to 62 television stations in 34 markets in the states of Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and Florida. N exstar's television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches approximately 13 million viewers or approximately 11.5% of all U.S. television households. Nexstar Broadcasting Group's balance sheet for December 31, 2009, showed $619.8 million in total assets and $796.0 million in total liabilities, resulting in a $176.2 million stockholders' deficit. * * * According to the Troubled Company Reporter on April 8, 2010, Standard & Poor's Ratings Services affirmed its ratings on Nexstar Broadcasting Group Inc., including the 'B-' corporate credit rating. The rating outlook is positive. NILESH SHAH: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Nilesh Shah dba Discount Club 48477 Cereus Court Fremont, CA 94539 Bankruptcy Case No.: 10-43908 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Edward D. Jellen Debtor's Counsel: Scott J. Sagaria, Esq. Law Offices of Scott J. Sagaria 333 W San Carlos St. #1700 San Jose, CA 95110 Tel: (408) 279-2288 E-mail: sjsagaria@sagarialaw.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb10-43908.pdf The petition was signed by Nilesh Shah. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Jagruti Nilesh Shah 10-40467 1/15/10 OPTIMA TECHNOLOGY: Organizational Meeting Set for April 19 ---------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on April 19, 2009, at 10:00 a.m. in the bankruptcy case of Optima Technology Partners, Inc. The meeting will be held at United States Trustee's Office, One Newark Center, 21st Floor, Room 2106, Newark, NJ 07102. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Morristown, New Jersey-based Optima Technology Partners, Inc., filed for Chapter 11 bankruptcy protection on March 26, 2010 (Bankr. N.J. Case No. 10-18926). Douglas A. Goldstein, Esq., at Spector & Ehrenworth, P.C., assists the Company in its restructuring effort. The Company estimated its assets at $500,001 to $1,000,000, and its debts at $1,000,001 to $10,000,000. ORLEANS HOMEBUILDERS: NVR Has $170 Million "Stalking Horse Bid" --------------------------------------------------------------- Orleans Homebuilders, Inc.'s Board of Directors has approved and, on April 13, the Company executed an asset purchase agreement with NVR, Inc., for an initial "stalking horse bid" for substantially all of the assets of the Company. NVR Inc. is a homebuilding and mortgage banking company. The Company confirmed that it has received the cash deposit required under the APA. The Company also filed a motion with the U.S. Bankruptcy Court for the District of Delaware seeking orders to approve the APA as well as the auction and bidding procedures. Under the APA, NVR would acquire substantially all of the Company's land, work-in-process home construction and intangible assets for communities in each of the Company's existing regions for an aggregate purchase price of $170.0 million, subject to certain working capital and other adjustments. More specifically, the APA provides for the acquisition of substantially all of the Company's assets, including land, lots, work-in-process units under construction (spec homes, models, backlog homes and backlog contracts) at substantially all of the Company's currently active and future communities, plus acquisition of the Company's interests in joint ventures and other controlled interests in land, customer deposits, trademarks, and intangible assets. Under the APA, NVR will also assume certain specific liabilities, including the assumption or replacement of an aggregate of approximately $52.6 million of bank letters of credit and external surety and other performance bonds related specifically to the Acquired Communities. The APA specifically excludes the Company's two communities in New York State, which are anticipated to be sold separately by the Company and which represent approximately 200 lots and work-in- process units of the Company's total approximately 4,300 lots and work-in-process units. The assets to be sold under the APA generally also do not include the Company's community property management subsidiary; the Company's mortgage broker affiliate; income tax refunds and other cash balances; or the cash surrender value of the Company's corporate-owned life insurance policies. The APA also provides for the continued construction and closings of all homes currently under construction in the Acquired Communities. The Company and NVR currently intend to honor the backlog contracts on homes under construction with homebuyers throughout the process, including escrowed customer deposits. Building will continue on homes under construction in all communities in the Company's 11 divisions in eight states, including on homes under construction in the New York communities not included in the APA, as well as the closing of home deliveries in all communities. "This sale agreement fulfills the commitment we made at the outset of the Chapter 11 case to pursue potential purchasers of the Company," stated Garry P. Herdler, Executive Vice President and Chief Financial Officer of Orleans. "With the Court process, our M&A advisors and Phoenix Group encouraging other better and higher bids to emerge, the sale should culminate in a competitive auction to be held within a reasonable near-term timeframe that will allow us to provide some definitive resolution for customers, vendors and employees alike." The $170.0 million purchase price under the APA is subject to certain defined working capital adjustments, which could be material, due primarily to home settlements and ongoing construction expenditures prior to closing. The working capital adjustments generally include reductions in the purchase price for the settlement of home closings that occur on or after March 1, 2010, and before the closing date of the APA, for certain reductions in the contract price for cancelled backlog units and for the sale of other spec and model home units at discounts above certain amounts, and certain other reductions. These working capital adjustments also generally include increases in the purchase price for home construction and certain other expenditures incurred on work-in-process units on or after March 1, 2010, and before the closing date. The Company had previously announced the execution of a non- binding letter of intent relating to the sale of the Company; however, the Company was unable to complete the sale prior to the Chapter 11 filing on March 1, 2010. This non-binding letter of intent was not with NVR. The Company recently received a federal income tax refund of approximately $18.2 million related to the federal income tax return in respect of 2008, filed on December 18, 2009, which was as a result of the passing of government's five-year tax loss carry back provision in late calendar 2009. This refund was paid to lenders pursuant to the terms of the credit agreement. The Company also announced that it intends to immediately file an amended 2008 federal tax return, which would entitle it to receive an additional federal income tax refund of approximately $3.5 million. There can be no assurance as to the amount or timing of receipt of any such refund. Overview of Planned Bid Procedures, Sale Motion and APA Closing Conditions The bid procedures and sale motion are subject to the approval of the Bankruptcy Court, with the hearing currently anticipated to be on May 4, 2010. The Company and its mergers and acquisitions investment banker, BMO Capital Markets Corp., and its homebuilding mergers and acquisitions consultant, Lieutenant Island Partners LLC, are continuing to conduct an on-going auction process with other potentially interested bidding parties. The Company's newly- appointed Chief Restructuring Officer, with the assistance of PMCM, LLC, an affiliate of Phoenix Management Services, Inc., are coordinating ongoing Company sale efforts. Under the sale motion filed by the Company, preliminary competing bids and corresponding cash deposits would be due by 12:00 noon on June 16, 2010, to be considered as a "qualifying bidder." All qualifying bidders will be invited to an anticipated court auction on June 23, 2010. Court approval of the auction results is tentatively scheduled for June 24, 2010, with closing of the sale on approximately June 29, 2010. The APA and the Company's proposed debtor-in-possession bank facility each contain certain provisions to extend these dates. These bid procedures also generally require that a qualifying bidder must bid at least $178.0 million (on a comparable basis to the Asset Purchase Agreement) to be considered a "qualified bid" (without any conditions for due diligence or for financing), which is the aggregate of the existing purchase price under the APA, plus an aggregate of $4.4 million for a break-up fee and certain out-of-pocket expenses for NVR, plus an incremental bid on the Acquired Assets of $3.6 million. Subsequent incremental bids above $178.0 million by qualified bidders at the auction will be in increments of $1.0 million for the Acquired Assets. The APA is subject to various customary closing conditions but is specifically not subject to any additional due diligence on the assets, liabilities and financial condition of the Company, including no further due diligence on the budgets for home construction, community site improvements, contingencies, overhead, unit counts, backlog and or on the anticipated material inventory impairments and other accruals related to fiscal periods after June 30, 2009, as well as to the restructuring, the Chapter 11 process, and this APA. About Orleans Homebuilders Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker & Lancaster, Masterpiece Homes, Realen Homes and Orleans -- develops, builds and markets high-quality single-family homes, townhouses and condominiums. From its headquarters in suburban Philadelphia, the Company serves a broad customer base including first-time, move-up, luxury, empty-nester and active adult homebuyers. The Company currently operates in these 11 distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. Orleans Homebuilders employs approximately 300 people. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Delaware Case No. 10-10684). Cahill Gordon & Reindell LLP is the Debtor's bankruptcy and restructuring counsel. Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, are the Debtor's Delaware and restructuring counsel. Blank Rome LLP is the Debtor's special corporate counsel. Garden City Group Inc. is the Debtor's claims and notice agent. The Company estimated assets and debts at $100,000,001 to $500,000,000. PALM INC: Reached Out to Huawei's Bankers Two Months Ago -------------------------------------------------------- According to Reuters, Huawei Technologies Co. Ltd. became on Tuesday the latest name to surface as a possible bidder for Palm Inc. According to Reuters, a source said Palm two months ago reached out to Huawei's bankers regarding a possible deal, although talks have not moved forward. Reuters says Palm may be scooped up by an Asian company with enough cash and manufacturing muscle to turn around the struggling smartphone maker, but analysts warn a deal could prove too rich for any buyer at current prices. According to Reuters, Palm declined to comment, but another source said this week the company has hired bankers to explore several options, including a sale of the company. Reuters says Huawei, in a statement, also declined to comment on a merger, but said it is "always open" to opportunities that will enhance its business development. About Palm Inc. Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates intuitive and powerful mobile experiences that enable consumers and businesses to connect to their information in more useful and usable ways. Palm products are sold through select Internet, retail, reseller and wireless operator channels, and at the Palm online store at http://www.palm.com/store * * * As reported by the Troubled Company Reporter on March 5, 2010, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating and other ratings on Palm Inc. and revised the ratings outlook to negative from positive. "The action reflects the company's announcement that revenues in the February 2010 quarter and fiscal year ending May 2010 will be well below earlier expectations," said Standard & Poor's credit analyst Bruce Hyman. PALM INC: "Strategic Fit" for Nokia & Motorola, Analysts Say ------------------------------------------------------------ Bloomberg News' Mark Lee reports that Morgan Stanley analysts, including Ehud Gelblum, wrote in a report on April 13 that Nokia Oyj and Motorola Inc. are among mobile-phone makers that would derive the most strategic benefit from acquiring Palm Inc. Morgan Stanley also said Palm may also be a "strategic fit" for Research In Motion Ltd. and HTC Corp. According to Bloomberg, Morgan Stanley said Microsoft Corp., Dell Inc., Samsung Electronics Co., Lenovo Group Ltd., and LG Electronics Inc. are "possible but likely less interested" suitors for Palm. As reported by the Troubled Company Reporter, Palm has tapped Goldman Sachs Group Inc. and Frank Quattrone's Qatalyst Partners to find a buyer. The TCR, citing Serena Saitto and Ari Levy at Bloomberg News, said people familiar with the situation indicated that Taiwan's HTC Corp. and China's Lenovo Group Ltd. have looked at Palm and may make offers. According to Bloomberg, the sources declined to be identified because a sale hasn't been announced. Bloomberg said two of the people familiar with the matter have indicated that Dell Inc. looked at Palm, though it decided against an offer. Bloomberg said Jess Blackburn, a spokesman for Dell, didn't respond to a call for comment. Elevation Partners LP owns about 30% of Palm. The TCR on March 23, 2010, said Palm's financial woes may present a takeover opportunity for its rivals. Paul R. La Monica at CNNMoney.com said Palm's market value has sunk to under $1 billion and it is possible that a suitor might finally think the price is right. According to Mr. La Monica, analysts said there's still some value in Palm, even if you look beyond its slumping hardware sales. The company's patents and mobile operating system webOS could make it an attractive fit for a rival. Bloomberg's Mr. Lee reports that LG Electronics spokeswoman Sally Lee said on April 12 that LG isn't interested in buying Palm. Last week, Palm filed its fiscal third quarter report on Form 10-Q for the period ended February 28, 2010, with the Securities and Exchange Commission. Palm reported a net loss attributable to common stockholders of $22,047,000 for the fiscal 2010 third quarter from a net loss of $98,027,000 for the same period in 2009. For the nine months ended February 28, 2010, Palm said net loss attributable to common stockholders was $118,615,000 from $648,499,000 for the same period a year ago. Revenues were $349,928,000 for the fiscal 2010 third quarter from $90,624,000 for the same period a year ago. Revenues were $984,170,000 for the past three quarters from $649,099,000 for the same period a year ago. At February 28, 2010, Palm had total assets of $1,007,237,000 against total current liabilities of $601,133,000; long-term debt of $387,000,000; non-current deferred revenues of $19,001,000; non-current tax liabilities of $6,286,000; Series B redeemable convertible preferred stock of $272,961,000; and Series C redeemable convertible preferred stock of $18,782,000; resulting in stockholders' deficit of $297,926,000. At May 31, 2009, stockholders' deficit was $406,568,000. About Palm Inc. Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates intuitive and powerful mobile experiences that enable consumers and businesses to connect to their information in more useful and usable ways. Palm products are sold through select Internet, retail, reseller and wireless operator channels, and at the Palm online store at http://www.palm.com/store * * * As reported by the Troubled Company Reporter on March 5, 2010, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating and other ratings on Palm Inc. and revised the ratings outlook to negative from positive. "The action reflects the company's announcement that revenues in the February 2010 quarter and fiscal year ending May 2010 will be well below earlier expectations," said Standard & Poor's credit analyst Bruce Hyman. PALM INC: T. Rowe Price Holds 7.5% of Common Stock -------------------------------------------------- T. Rowe Price Associates, Inc., disclosed that as of March 31, 2010, it may be deemed to beneficially own 12,749,461 shares or roughly 7.5% of the common stock of Palm Inc. About Palm Inc. Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates intuitive and powerful mobile experiences that enable consumers and businesses to connect to their information in more useful and usable ways. Palm products are sold through select Internet, retail, reseller and wireless operator channels, and at the Palm online store at http://www.palm.com/store At February 28, 2010, Palm had total assets of $1,007,237,000 against total current liabilities of $601,133,000; long-term debt of $387,000,000; non-current deferred revenues of $19,001,000; non-current tax liabilities of $6,286,000; Series B redeemable convertible preferred stock of $272,961,000; and Series C redeemable convertible preferred stock of $18,782,000; resulting in stockholders' deficit of $297,926,000. At May 31, 2009, stockholders' deficit was $406,568,000. * * * As reported by the Troubled Company Reporter on March 5, 2010, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating and other ratings on Palm Inc. and revised the ratings outlook to negative from positive. "The action reflects the company's announcement that revenues in the February 2010 quarter and fiscal year ending May 2010 will be well below earlier expectations," said Standard & Poor's credit analyst Bruce Hyman. PATRICK WAYNE NEAL: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Patrick Wayne Neal filed with the U.S. Bankruptcy Court for the Northern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $12,825,000 B. Personal Property $140,333 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $16,225,814 E. Creditors Holding Unsecured Priority Claims $43,000 F. Creditors Holding Unsecured Non-priority Claims $138,516 ----------- ----------- TOTAL $12,965,333 $16,407,330 Pleasanton, California-based Patrick Wayne Neal, aka Patrick W. Neal and Patrick Neal, filed for Chapter 11 bankruptcy protection on February 26, 2010 (Bankr. N.D. Calif. Case No. 10-42153). Guy A. Odom, Jr., Esq., at Law Offices of Guy A. Odom Jr., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. PEARL ARTIST: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Pearl Artist & Craft Supply Corp. filed for Chapter 11 bankruptcy protection, listing debts of more than $10 million. The Company said it plans to remain open as it restructures its debt, according to Paul Brinkmann at Business Journal of South Florida. The company, Mr. Brinkmann says, owes $211,000 to Elmer Products; 3MJ Mass Ave LLC, $164,229; and Miami-Dade County Tax Collector, $116,763. The company's largest secured creditor BankAtlantic agreed to provide financing during the company's reorganization, he adds. Pearl Artist & Craft Supply Corp. supplies art & architectural materials. POINT BLANK: Files Voluntary Petition for Chapter 11 ---------------------------------------------------- Point Blank Solutions, Inc. and its subsidiaries have filed a voluntary petition for Chapter 11 reorganization. The Company also announced that it has reached an agreement for up to $20 million of Debtor-in-Possession ("DIP") financing, pending bankruptcy court approval. The decision to file for Chapter 11 protection was driven primarily by continued expenses associated with legacy issues from former management, and the lack of financing available to the Company given the state of the credit markets. The Company had been seeking financing alternatives that would allow it to continue operating outside of bankruptcy, however, the Board of Directors determined that a Chapter 11 reorganization, was in the best interests of the Company, its customers, creditors, employees, and other interested parties. The Company fully intends to continue all business operations throughout the administration of the bankruptcy cases and to honor all of its existing customer commitments without interruption, post-petition. Subject to bankruptcy court approval, the Company will use the DIP financing, along with cash from operations, to fulfill these intentions and to meet its working capital needs during the reorganization process. James Henderson, CEO and Chairman of the Board, stated, "Despite all of the legacy issues we have faced over the past several years, we continue to produce what I believe, are the industry's best products for the most important customers in the world. We have won several key contracts, paid down a substantial amount of our debt and realigned our business to return to profitability. Without a financing facility and with mounting legacy expenses, however, we had to take this step to reorganize. I am confident that we will continue to operate in an efficient manner and meet our customer requirements during the reorganization process and that we will emerge a stronger organization, due to the quality of our products and our people." Point Blank has filed a series of first-day motions in the bankruptcy court in Delaware, seeking to ensure that it will not have any interruption in maintaining and honoring its commitments during the reorganization process. Although Chapter 11 law prohibits payments for any invoices that were outstanding at the time of the filing without prior court approval, it does provide greater protection to those providers of goods and services who conduct business with the Company from this point forward. Approval of the restructuring and all principal steps related thereto, will be subject to numerous preconditions, including, but not limited to, preparation of definitive documentation and approval by the Delaware bankruptcy court. The Company's general bankruptcy counsel is Pachulski Stang Ziehl & Jones LLP and its financial advisor is CRG Partners Group, LLC. About Point Blank Point Blank Solutions, Inc. -- http:// www.PointBlankSolutionsInc.com. -- is a leader in the design and production of technologically advanced body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is also recognized as the largest producer of soft body armor in the U.S. With state-of- the-art manufacturing and laboratory testing facilities, strategic technology and marketing alliances, and an ongoing commitment to drive innovation, Point Blank Solutions believes that it can deliver the most advanced body armor solutions, quicker and better than anyone in the industry. The Company maintains facilities in Pompano Beach, FL and Jacksboro, TN. POLYMER GROUP: S&P Puts 'B' Rating on CreditWatch Developing ------------------------------------------------------------ Standard & Poor's Ratings Services placed all ratings on Polymer Group Inc., including its 'B' corporate credit rating, on CreditWatch with developing implications following the company's announcement that its board of directors is evaluating strategic alternatives. The strategic alternatives could include, among other things, the sale, merger, or recapitalization of the company. These actions also reflect Polymer Group's desire to provide its existing stockholders with liquidity alternatives. The company has not set a definitive timetable for completion of its evaluation and there can be no assurances that the process will result in any transaction. The board of directors has established a special committee comprised of independent directors to evaluate the strategic alternatives and Polymer Group has retained Blackstone Advisory Partners LP as its financial advisor to assist in its evaluation. With annual revenues of about $880 million, Polymer Group manufactures nonwoven products used in disposable consumer applications including baby diapers, feminine hygiene products, and household wipes. Nonwovens are also used in disposable medical and filtration products, as well as in a wide variety of industrial applications, such as cable wrap, home furnishings, and automotive components. In resolving the CreditWatch listing, S&P will monitor developments associated with the company's pursuit of strategic alternatives. "The CreditWatch placement indicates that S&P could affirm, raise, or lower the ratings, depending on Polymer Group's credit profile following a potential transaction," said Standard & Poor's credit analyst Henry Fukuchi. "An acquisition by a strategic buyer with a stronger credit profile may result in an upgrade. Alternatively, an acquisition by a financial buyer, resulting in a material increase in leverage, could result in a downgrade." REGENT COMMS: Ch. 11 Plan OK'd Over Resilient's Challenge --------------------------------------------------------- The Bankruptcy Court confirmed the Chapter 11 plan of Regent Communications Inc. despite an objection from stockholder Resilient Capital Partners LLC. The Court denied the request to appoint an equity committee filed by Resilient Capital Partners LLC, who owns 6.65% of the Company, says Reuters. The Plan contemplates certain transactions, including: * the Reorganized Debtors will enter into: a) a first-priority, senior secured term loan in the principal amount of $95 million under the New Term Loan Agreement, which, if approved by the Prepetition Lenders a party to the Restructuring Support Agreement and holding at least 66 2/3% of the of the principal amount of the loans outstanding under the Prepetition Credit Agreement and Specified Swap Agreements shall be subject to one or more first priority, senior secured term loans and revolving loans incurred by the Debtors in favor of one or more Prepetition Lenders in an aggregate principal amount of up to $5 million to be i) secured by the same collateral as the New Term Loan and with the same priority, and ii) paid in full prior to the repayment of the New Term Loan; b) an unsecured paid-in-kind loan in the principal amount of $25 million under the New PIK Loan Agreement; and c) the Permitted Indebtedness, if approved by the Requisite Consenting Lenders; * each Holder of the Debtors' approximately $204.7 million of First Lien Debt Claims, will be satisfied in full by receiving their Pro Rata share of; a) the New Term Loan; b) the New PIK Loan; and c) 100% of the New Equity of Parent outstanding as of the Effective Date, which shall be subject to dilution on account of the Management Equity Incentive Program; * the Holders' of Equity Interests of Parent will be cancelled and the Holders will receive their pro rata share of $5.5 million in Cash of the Debtors to be transferred by the Debtors on behalf of the Holders of First Lien Debt Claims; * each Holder of Other Secured Claims will be unimpaired in accordance with the terms of the Plan; * each Holder of General Unsecured Claims will be paid in full in cash in accordance with the terms of the Plan; and The Debtors believe that consummation of the financial restructuring proposed under the Plan will de-lever their capital structure, provide sufficient liquidity to fund their emergence from Chapter 11, appropriately capitalize the Reorganized Debtors and facilitate the implementation of the Debtors' business plan. A full-text copy of the Amended Disclosure Statement is available for free at http://ResearchArchives.com/t/s?5ce6 A full-text copy of the Amended Reorganization Plan is available for free at http://ResearchArchives.com/t/s?5ce7 About Regent Communications Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is a radio broadcasting company that acquires, develops, and operates radio stations. There are 47 subsidiary entities with 62 radio stations in markets in Colorado, Illinois, Indiana, Kentucky, Louisiana, Michigan, Minnesota, New York, and Texas. Regent Communications focuses on radio stations in mid-sized market that are diversified in terms of geographic location, target demographics and format in order to minimize the effects of downturns in specific markets and changes in format preferences. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Delaware Case No. 10-10632). Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, assists the Company in its restructuring effort. As of January 31, 2010, the Company had $166,506,000 in assets and $211,282,000 in liabilities. RENEW PAPER: Amzak Capital Acquires Assets for $9.9 Million ----------------------------------------------------------- Gary Perilloux at The Advocate reports that Amzak Capital Management LLC made a winning bid of $9.9 million for the asset of Renew Paper, surpassing the $7.6 million offer of Pacific West Commercial Corp. of Vancouver, British Columbia. According to the report, the money will cover about $4.5 million in debtor-in-possession financing that Amzak provided during the company's bankruptcy case. Renew Paper owned by West Feliciana Acquisition LLC filed for bankruptcy protection. The company operates a paper mill. RENFRO CORPORATION: Moody's Upgrades Corp. Family Rating to 'B2' ---------------------------------------------------------------- Moody's Investors Service upgraded Renfro Corporation's Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2 from Caa1. The B2 rating on the company's senior secured term loan was affirmed. The ratings outlook is stable. The upgrade reflects Renfro's improved profitability and free cash flow as a result of the its continued focus on cost control and working capital management. These initiatives have resulted in improved credit metrics despite a challenging retail environment. For the fiscal year ended January 30, 2010, debt/EBITDA improved to 4.0 times, down from nearly 6.0 times at the end of the prior year. At the same time, fixed charge coverage also significantly improved, to 3.3 times from 1.3 times. The stable rating outlook considers Moody's view that Renfro will be able to sustain its current level of operating performance and maintain credit metrics consistent with the higher rating. Moody's expects that continued growth in its existing licensed brands, the new Carhartt license, and continued focus on cost containment will result in profitable growth going forward. Also considered is Renfro's good liquidity profile and ample cushion under its financial covenants. These ratings were upgraded: -- Corporate Family Rating, to B2 from B3 -- Probability of Default Rating, to B2 from Caa1 Rating affirmed and LGD assessment revised: -- Senior secured term loan facility at B2 (to LGD 4, 55% from LGD 3, 30%) Moody's last rating action on Renfro was on October 22, 2009, when the company's B3 Corporate Family Rating was affirmed and the ratings outlook was changed to stable from negative. Renfro Corporation is the largest US-headquartered manufacturer and distributor of socks with estimated annual revenues of approximately $400 million. ROBERT N LUPO: Wants Access to Rental Income Until July 2 --------------------------------------------------------- Robert N. Lupo asks the U.S. Bankruptcy Court for the District of Massachusetts for permission to continue using the rental income generated by the properties until July 2, 2010. The Debtors filed their request for an extension before its authorization to access cash collateral expired on March 30. The secured creditors claim an interest in 31 commercial, residential and mixed use properties in Weston, Wayland, Lincoln, Newton, Waltham, and Acton, Massachussetts, and on Cape Cod, in New Hampshire, and in Maine. The Debtor will use the money to fund its operations postpetition. The Debtor said that the secured creditors are provided adequate protection of their interest through its continued ownership and management of the properties, the payment of postpetition taxes, insurance, and other operating expenses, and by the lender's interest in the continuing stream of rental income. The Court has set a hearing on the Debtor's cash collateral use on June 29, 2010, at 11:00 a.m., in Boston Courtroom 3, 12th Floor, 5 Post Office Square, Boston, Massachusetts. The Debtor is represented by: Harold B. Murphy Andrew G. Lizotte Hanify & King, Professional Corporation One Beacon Street Boston, MA 02108 Tel: (617) 423-0400 E-mail: agl@hanify.com About Robert N. Lupo Weston, Massachusetts-based Robert N. Lupo filed for Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. D. Mass. Case No. 09-21945). Andrew G. Lizotte, Esq., at Hanify & King, P. C., assists the Debtor in his restructuring effort. The Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. ROBERT N LUPO: Wants Plan Filing Deadline Extended Until June 9 --------------------------------------------------------------- The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts will consider at a hearing on May 11, 2010, at 10:30 a.m., Robert N. Lupo's request to extend its exclusive periods. The hearing will be held at Courtroom 3, J.W. McCormack Post Office & Courthouse, 5 post office Square, 12th Floor, Boston, Massachusetts. The Debtor asked the Court to extend its exclusive periods to propose and solicit acceptances of the Chapter 11 Plan until June 9, 2010, and August 9, 2010, respectively. Absent the extension, the Debtor's plan filing deadline expired on April 9, and its solicitation period will expire on June 8. The Debtor related that it needs additional time to complete the Plan formulation process. Weston, Massachusetts-based Robert N. Lupo filed for Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. D. Mass. Case No. 09-21945). Andrew G. Lizotte, Esq., at Hanify & King, P. C., assists the Debtor in his restructuring effort. The Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. RODNEY CLARKE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Rodney W Clarke Clair H Clarke dba Clair Clarke Enterprises, Inc. Palm Tree Ventures, LLC Clarke Investments, Inc. fdba Rod's Automotive Detailing 713 NW Arizona Avenue Bend, OR 97701 Bankruptcy Case No.: 10-32962 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of Oregon Judge: Judge Elizabeth L Perris Debtor's Counsel: Anthony V Albertazzi, Esq. 44 NW Irving Ave Bend, OR 97701 Tel: (541) 317-0231 E-mail: ecfnotices@albertazzilaw.com Estimated Assets: $1,000,0000, to $10,000,000 Estimated Debts: $1,000,0000, to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/orb10-32962.pdf The petition was signed by Not Available. SEVEN FALLS: Administrator Wants Case Converted to Chapter 7 ------------------------------------------------------------ James Shea at Times-News reports that bankruptcy administrator Alexandria Kenny asked the Bankruptcy Court to convert the Chapter 11 case of Seven Falls Golf and River Club to Chapter 7 liquidation proceeding. According to the administrator, the Company violated several bankruptcy court provisions and has shown a negative cash position every month since filing for bankruptcy. A hearing is set for April 21, 2010, to consider the conversion request. Seven Falls Golf and River Club filed for Chapter 11 bankruptcy protection to avert a foreclosure process. SHILOH INDUSTRIES: S&P Gives Positive Outlook; Affirms 'B' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on Cleveland-based Shiloh Industries Inc. to positive from negative and affirmed the 'B' corporate credit rating. "The outlook revision reflects S&P's opinion that if Shiloh's liquidity position improves, S&P could raise the rating," said Standard & Poor's credit analyst Lawrence Orlowski. If the company's liquidity, as measured primarily through bank facility availability, increases and appears sustainable at around $25 million, S&P could raise the rating. S&P estimates that liquidity was about $13 million as of Jan. 31, 2010. Most credit metrics have begun to recover and would support a higher rating. S&P expects light-vehicle production in North America will continue to rebound in 2010 after a severe slowdown in 2009. "Moreover, the company's reduced cost structure and a declining level of debt have improved its credit measures," he continued. The rating on Shiloh reflects S&P's view of the company's weak business risk profile and aggressive financial risk profile. S&P's assessment of Shiloh's business risk reflects the highly competitive and cyclical character of the company's end markets, primarily in the light-vehicle industry. Demand for light vehicles is showing signs of recovery, but remains weak by historical standards. If the recent uptick in auto demand signals a return to higher, steadier sales, S&P believes that the company's availability under the bank facility could grow. If Shiloh can sustain availability at around $25 million and prospects for free cash flow remain intact, S&P could raise the rating. For example, S&P estimates that if the company's revenue rises 30% in 2010, with margins of more than 6%, Shiloh's liquidity could exceed $25 million and support a higher rating. S&P could lower the rating if liquidity tightened or if the current increase in North American light-vehicle demand weakened and it appeared that leverage would rise above 5x for a sustained basis through 2010. This could occur, for instance, if revenue was flat in 2010 and gross margins were below 3.5%. SILVER CREEK: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Silver Creek Crossing, LLC 4949 SW Meadows Rd #400 Lake Oswego, OR 97035 Bankruptcy Case No.: 10-32942 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of Oregon Judge: Judge Trish M Brown Debtor's Counsel: Ava L Schoen, Esq. 888 SW 5th Ave #1600 Portland, OR 97204 Tel: (503) 802-2143 E-mail: ava.schoen@tonkon.com Estimated Assets: $1,000,0000, to $10,000,000 Estimated Debts: $1,000,0000, to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/orb10-32942.pdf The petition was signed by Derek L. Brown, Sole member of Odyssey Properties LLC (sole owner of debtor). SMURFIT-STONE: Reorganization Plan Gets Votes for Confirmation -------------------------------------------------------------- In anticipation of the Confirmation Hearings commencing on April 15th, 2010, on April 13, 2010, Smurfit-Stone disclsoed through pleadings filed in the United States Bankruptcy Court the voting results with respect to the plan of reorganization filed in the United States Chapter 11 proceedings and the CCAA proceedings in Canada. The plan of reorganization has received overwhelming support from its voting creditor constituencies both in dollar amount of claims and in number of claim holders who voted on the Plan, and meets the confirmation standards under the Bankruptcy Code, except with respect to Stone Container Finance Company of Canada II (Stone Fin II), a special purpose financing subsidiary which the Company has excluded from the plan of reorganization. The exclusion of Stone Fin II will not affect the timing of the Company's confirmation of the other Chapter 11 plans or delay the Company's emergence from the Chapter 11 and CCAA proceedings. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE CONTAINER: Creditors Won't Pay Execs' Legal Bills --------------------------------------------------------------- Creditors have agreed to Smurfit-Stone Container Corp.'s plan to pay its chief executives millions of dollars through restructuring, but their largesse has limits, and they are staunchly opposed to also paying the legal fees the executives ran up negotiating their compensation packages, according to Bankruptcy Law360. Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SOUTHEAST TELEPHONE: Has Access to CTB's Cash Until April 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Kentucky extended Southeast Telephone, Inc.'s access to Community Trust Bank, Inc.'s cash collateral until April 30, 2010. The Debtor would use the money to fund its business operations, postpetition. As reported in the Troubled Company Reporter on November 12, 2009, the Debtor owes $3.4 million to CTB, which is secured by blanket liens on all assets. CTB agreed to extend the term of the cash collateral. As adequate protection for any diminution in value of CTB's collateral, the Debtors will grant CTB a replacement lien and superpriority administrative claim which are subordinate to the fees of the U.S. Trustee and the carve-out for fees. The Debtor's right to use the cash collateral will expire (i) at the end of the term; (ii) in the event of a termination or suspension of the order; or (iii) in the event the Debtor is in default. Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a telecommunication business. The Company filed for Chapter 11 on Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731). Jamie L. Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC, represent the Debtor in its restructuring effort. In the Debtor's schedules, it said it has assets of at least $15,573,655, and total debts of $31,423,707. SPANSION INC: Court to Rule on Revised Plan on April 16 ------------------------------------------------------- Spansion Inc. and its debtor affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware a further revised Second Amended Joint Plan of Reorganization and accompanying Disclosure Statement on April 7, 2010. The move came after the Court issued an opinion on April 1, 2010, denying confirmation of the Plan. A hearing to consider confirmation of the Debtors' April 7 Revised Second Amended Plan will be held on April 16, 2010. Parties have until April 15 to file objections to plan confirmation. Court's April 1 Opinion In his 59-page opinion, Judge Kevin J. Carey held that the Debtors' Plan cannot be confirmed because (i) the Debtors have not demonstrated that the Equity Incentive Plan is being proposed in good faith, and is fair and equitable to creditors, (ii) the Third Party Release in Section 11.4 of the Plan violates applicable bankruptcy law, and (iii) the Debtors must set aside a reserve in the estimated amount of Tessera's administrative claim to meet the requirements of Section 1129(a)(9)(A) of the Bankruptcy Code. To recall, a number of parties filed objections to confirmation of the Plan. Some objections were resolved prior to the Confirmation Hearing, but the some objections were left unresolved filed by: (1) Ad Hoc Committee of Convertible Noteholders (2) Ad Hoc Committee of Equity Security Holders (3) Joseph Rubino (4) Tessera, Inc. (5) The John Gorman 401(k) (6) the U.S. Trustee (7) Wilmington Trust Company The main issues raised in the remaining objections to confirmation of the Debtors' Plan include: (a) whether the Plan proponents have under-valued the Debtors, thereby unfairly impairing unsecured creditors and violating Sections 1129(a)(3) and 1129(b)(1) and (2) of the Bankruptcy Code; (b) whether the Equity Incentive Plan provides too much value to the management and employees of the Reorganized Debtors, at the expense of unsecured creditors, especially when the value of the Equity Incentive Plan is determined in light of a proper valuation of the Debtors, thereby violating Section 1129(a)(3) and 1129(b)(1) and (2); (c) whether the Debtors wrongfully refused to consider the Alternative Rights Offering proposed by the Ad Hoc Committee of Convertible Noteholders, which would provide greater recovery to unsecured creditors, thereby violating Section 1129(a)(3) and 1129(b)(1) and (2); (d) whether the Debtors provided false and misleading information in the Plan and Disclosure Statement regarding the Debtors' future prospects, thereby violating Section 1129(a)(2); (e) whether the proposed Plan Releases violate applicable law, thereby violating Section 1129(a)(1); (f) whether the Debtors improperly refused Tessera' Inc.'s multiple votes on the Plan, based upon Tessera's multiple claims a against the Debtors, thereby violating Section 1129(a)(1); (g) whether the Debtors' proposed treatment of Tessera's administrative claim violates Section 1129(a)(9); and (h) whether the Plan unfairly proposes that only the "Claims Agent" will have authority to file objections to the disputed unsecured claims, thereby depriving other creditors of their statutory right to object to claims, thereby violating Section 1129(a)(1),(3) and 1129(b)(1) and (2). At the Confirmation Hearing, notes papers filed in Court, three expert witnesses testified about the Debtors' valuation. The Debtors' witness, Henry Owsley of the Gordian Group, LLC, concluded that the Debtors' total revenue falls within the range of $700 million to $850 million. The Senior Noteholders Informal Group's witness, Michael J. Genereux of the Blackstone Group, concluded that the Debtors' total enterprise value falls within the range of $799 million to $944 million. Meanwhile, the Ad Hoc Committee of Convertible Noteholders' witness, Richard W. Morgner of Jefferies & Company, Inc. concluded that the Debtors' total enterprise value falls within the range of $1.054 billion and $1.419 billion. "After weighing the experts' testimony, and after consideration of the criticisms raised by the parties to each other's expert reports, I conclude that Blackstone's valuation was appropriately weighted and rested on assumptions that, of the three reports, were the most sound for determining the Debtors' worth at this time and in this industry," Judge Carey held. He added that "Blackstone's report was more transparent than Gordian Group LLC, whose explanations were not as clear, and more in line with common valuation practices than Jefferies' report." Judge Carey concluded that the enterprise value of the new company would be $872 million to $944 million, while the distributable value is $1.247 billion to $1.319 billion. Judge Carey concluded that the distributable range indicates that the Plan treats Class 5C Claims fairly and equitably. Therefore, based on this valuation, the Plan treats all of the unsecured creditors fairly and equitably, he said. Holders of exchangeable debenture are entitled to nothing under the plan because the distributable value needed to be $1.526 billion to justify their receiving anything, he added. With regards the Equity Incentive Plan, Judge Carey ruled that the incentive program was too rich. The plan earmarked 13.2 percent of the equity for management but Judge Carey said 8.5 percent was the average in recent Delaware cases. "The record does not demonstrate sufficiently that the Equity Incentive Plan is usual or reasonable for this market at this time," he noted. Therefore, Judge Carey maintained, to achieve confirmation of a plan with an equity incentive component, the Debtor must devise an incentive scheme that garners uniform support from its constituencies or is demonstrably reasonable and within the market. On the question on whether the proposed Plan Releases violate applicable bankruptcy law, Judge Carey held that the Debtor Releasees were actively involved in negotiating and formulating the Plan. Thus, he said, it is a valid exercise of the Debtors' business judgment to include a settlement of any claims it might own against those parties as a discretionary provision of the Plan. Unless these issues are resolved, the Plan will not be confirmed, the Court held. Moreover, Judge Carey concluded that the Debtors can satisfy the confirmation requirement of Section 1129(a)(9)(A) by setting aside a reserve in the amount of Tessera's estimated claim. Judge Carey overruled Tessera's second objection to the Plan which alleged that the Debtors failed to properly count Tessera's three plan ballots, which were based on Tessera's three asserted unsecured claims, because the Debtors deemed the ballots to be duplicative. According to Judge Carey, the Debtors reasonably determined that Tessera's claims were "similar" and treated them in accordance with the procedures set by the Disclosure Statement Order. On the issue relating to the alternative Rights Offering, Judge Carey said he cannot conclude that the Debtors' rejection of the Alernative Rights Proposal demonstrates a lack of good faith in seeking confirmation of the Plan. Absent some demonstrable impropriety in the confirmation process, it is not for the Court to supplant the Debtors' business judgment with its own, he added. Judge Carey also overruled the Ad Hoc Committee's contention that the Plan does not comply with the provisions of the Bankruptcy Code because it deprives creditors of their right to object to claims under Section 502(a) of the Bankruptcy Code. Judge Carey opined that if any creditor believes the claims agent is acting improperly, it can always file a motion so advising the court and requesting appropriate relief. A full-text copy of the Opinion is available for free at: http://bankrupt.com/misc/Spansion_ConfirmationOpinion.pdf Revised Second Amended Plan To address the issues raised by the Court in the Opinion, the Debtors filed the further revised Second Amended Plan on April 7 to reflect, among other things, that they will establish a cash reserve account for $4,232,986 for the alleged administrative expense claim of Tessera and will hold the funds in that account until the claim of Tessera becomes an allowed or disallowed Administrative Expense Claim. The Reorganized Spansion Inc. will reserve 6,580,240 shares of New Spansion Common Stock for issuance under an equity incentive plan for employees, management and the directors of Reorganized Spansion Inc. and the Reorganized Debtors. The new equity incentive plan will have a term of 10 years, and will permit the issuance of up to 6,580,240 shares in the form of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986. The Revised Second Amended also provides that on the effective date of the Plan: (i) each entity that votes to accept the Plan or is presumed to have voted for the Plan; (ii) each entity who obtains release under the Plan; and (iii) each entity that is a member of a class of creditors which receives a distribution pursuant to the Plan, if that entity did not exercise its right to opt out of the releases pursuant to any ballot cast on the plan by that entity, will have conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged each party from any claim, retained action, obligation, suit, judgment, damage against the Debtors for an act or omission occurring prior to confirmation. The Indenture Trustee under the FRN Indenture: (a) will be deemed to have authorized the filing by the Debtors and any guarantor or their designees of Uniform Commercial Code termination statements relating to any liens in favor of the Indenture Trustee under the FRN Indenture or the Holders of the FRN Claims, on account of those Claims; (b) is authorized and directed to deliver to the Debtors any original stock certificates, stock powers, instruments and other items as part of the collateral for the FRN Claims; (c) is authorized and directed to execute and deliver any other Uniform Commercial Code termination statements, payoff letters, lien releases, mortgage releases, reassignments of trademarks, discharges of security interests, and other similar discharge or release documents as are requested by the Debtors to release, as of record, the security interests, financing statements, and all other notices of security interests and liens previously filed with respect to the FRN Claims; and (d) is authorized and directed to execute and deliver to or for the Debtors those additional documents and provide additional information as the Debtors may reasonably require to carry out the terms of the Plan. Clean and redlined copies of the April 7 Amended Plan are available for free at: http://bankrupt.com/misc/Spansion_April7Plan.pdf http://bankrupt.com/misc/Spansion_RedApril7Plan.pdf Court Declines to Vacate Disc. Statement Order In an opinion issued on April 1, 2010, Judge Carey denied the Ad Hoc Committee of Convertible Noteholders' motion for order (a) vacating the order approving the Debtors' Disclosure Statement pursuant to Rule 9024 of the Federal Rules of Bankruptcy Procedure and adjourning confirmation hearing and (b) directing appointment of trustee or examiner. "The record before me does not provide sufficient evidence of conduct that would make an investigation of the Debtors 'appropriate,' but rather reveals deep and heated differences of opinion about the value of the Debtor companies," Judge Carey held. Judge Carey added that the allegations of bad faith against the Debtors' management for rejecting the Ad Hoc Committee's alternative rights offering provides a classic confirmation dispute, rather than grounds for an investigation by an examiner. Judge Carey said the Official Committee of Unsecured Creditors and various ad hoc committees have vigorously represented the interests of unsecured creditors. He noted that all of the parties have had ample opportunity to conduct -- and have conducted -- extensive discovery, and to investigate the Debtors. "Appointment of an examiner at this time, based on this record, is neither warranted nor appropriate, and would cause undue cost to the estate, which would be harmful to the Debtors and would delay the administration of this chapter 11 case," Judge Carey wrote in his opinion. Judge Carey further held that the appointment of a trustee would not be in the best interest of the estate or its creditors, and would unduly delay confirmation and cause the Debtors to incur unnecessary costs. Judge Carey noted in the Opinion that many of the Ad Hoc Committee's arguments were considered and rejected during the hearing on approval of the Disclosure Statement. However, he added, to the extent the Ad Hoc Committee alleges new evidence of the Debtors' misconduct, he will consider the Motion to Vacate. 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: Skadden Arps Bills $941,000 for Sept.-Nov. Work ------------------------------------------------------------- Pursuant to Sections 330 and 331 of the Bankruptcy Code, professionals of Spansion Inc. and the Official Committee of Unsecured Creditors seek payment of their fees and reimbursement of their expenses: A. Debtors' Professionals Professional Period Fees Expenses ------------ ------ ---- -------- Skadden, Arps, Slate 09/30/09- Meagher & Flom LLP 11/25/09 $941,864 $16,898 Warren H. Smith & 12/01/09- Associates, P.C. 02/28/10 91,447 1,310 Skadden Arps serves as special counsel for the Debtors. Warren H. Smith acts as the fee auditor. B. Professionals of the Official Committee on Unsecured Creditors Professional Period Fees Expenses ------------ ------ ---- -------- Landis Rath & Cobb LLP 02/01/10- 02/28/10 $6,294 $508 Landis Rath serves as the Committee's conflicts counsel. * * * Judge Carey has awarded Morgan Stanley & Co. Incorporated fees for $700,000 and reimbursement of actual, reasonable and necessary expenses for $154,317 for the period from March 1, 2009 to August 31, 2009. 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) STADIUM VIEW: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Stadium View Condominiums, LLC 1113 Horseshoe Bend Road Dadeville, AL 36853 Bankruptcy Case No.: 10-80527 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Middle District of Alabama (Opelika) Judge: William R. Sawyer Debtor's Counsel: Michael A. Fritz, Sr., Esq. Fritz & Hughes, LLC 7020 Fain Park Drive, Suite 1 Montgomery, AL 36117 Tel: (334) 215-4422 Fax: (334) 215-4424 E-mail: bankruptcy@fritzandhughes.com Scheduled Assets: $4,810,438 Scheduled Debts: $4,280,365 A list of the Company's 4 largest unsecured creditors is available for free at http://bankrupt.com/misc/almb10-80527.pdf The petition was signed by Steven Fuller, managing member. STUART GROTEN: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtor: Stuart L. Groten Gail E. Groten 749 Lucille Crt. Moorpark, CA 93021 Bankruptcy Case No.: 10-11666 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: James Studer, Esq. 1420 Los Angeles Ave Suite 204c Simi Valley, CA 93065 Tel: (805) 582-9191 Fax: (805) 830-0446 E-mail: jamesstuderesq@aol.com Scheduled Assets: $3,490,361 Scheduled Debts: $3,715,292 A list of the Company's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb10-11666.pdf The petition was signed by Stuart L. Groten and Gail E. Groten. SUPERMERCADO: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Supermercado Alexander, Inc. PO BOX 810228 Carolina, PR 00981 Bankruptcy Case No.: 10-02817 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Luis D Flores Gonzalez, Esq. Luis D Flores Gonzalez Law Office 80 Calle Georgetti Suite 202 San Juan, PR 00925-3624 Tel: (787) 758-3606 Fax: (787) 753-5317 E-mail: ldfglaw@coqui.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,0000, to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/prb10-02817.pdf The petition was signed by Alexander Aguasvivas Troncoso, President. TAYLOR-WHARTON INT'L: Wants to Propose Ch. 11 Plan Until July 16 ---------------------------------------------------------------- Taylor-Wharton International LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file and solicit acceptances of a proposed Chapter 11 Plan until July 16, 2010, and September 14, 2010, respectively. The Debtors filed their request for an extension before the exclusive period was set to expire on March 18. Taylor-Wharton International, LLC, is the world's leading technology, service and manufacturing network for gas applications involving pressure vessels and precision valves. Taylor-Wharton International operates three complementary businesses from 16 manufacturing, sales, warehouse and service facilities in six countries on four continents, and markets its products in over 80 countries worldwide. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. Delaware Case No. 09-14089). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. TELCORDIA TECHNOLOGIES: S&P Assigns 'B+' Rating on Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its issue-level and recovery ratings to Piscataway, New Jersey-based telecommunications software and service provider Telcordia Technologies Inc.'s proposed $580 million senior secured credit facilities. The new facilities will comprise an $80 million revolving credit facility due 2015 and a $500 million term loan due 2016. S&P rated the facilities 'B+' (one notch higher than the 'B' corporate credit rating on the company) with a recovery rating of '2', indicating S&P's expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default. At the same time, S&P assigned Telcordia's proposed $300 million second-lien notes due 2018 its issue-level rating of 'CCC+' (two notches lower than the 'B' corporate credit rating) with a recovery rating of '6', indicating S&P's expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. (For the recovery analysis, see Standard & Poor's recovery report on Telcordia, to be published on RatingsDirect as soon as possible following the release of this report.) In addition, S&P affirmed its 'B' corporate credit rating, along with all other existing ratings, on the company. The rating outlook is stable. Since S&P expects the revolver to be undrawn at the closing of the new credit facilities, pro forma debt will be approximately $800 million. Telcordia plans to use proceeds to retire all existing debt, specifically its senior secured floating-rate notes due 2012, its 10% senior subordinated notes due 2013, and its first-priority revolving credit facility due 2012. S&P will withdraw its ratings on this existing debt when the proposed transaction is completed. "The 'B' rating reflects Telcordia's vulnerable business profile, with a very mature legacy wireline target market characterized by weak secular trends, significant customer concentration, and a highly leveraged financial profile," said Standard & Poor's credit analyst Naveen Sarma. The good predictability of the company's revenue stream (a sizable percentage of revenues are recurring in nature), adequate liquidity (about $87 million in cash pro forma for the transaction and an undrawn $80 million revolving credit facility), and the company's leading technology position with a significant intellectual property portfolio only partially temper the negative rating factors. Telcordia faces significant business challenges because of negative secular trends within the legacy wireline segment of the telecommunications services industry. These trends, which include accelerating wireline access-line losses and the consolidation of customers -- especially between wireline operators, a key client base for the company -- have resulted in decreased spending on legacy wireline systems (Telcordia's strength) as the industry has shifted its growth focus toward wireless and high-speed broadband services. Leverage, adjusted for operating leases, pensions, and OPEB (other post-employment benefits) obligations and pro forma for the proposed transaction, is elevated, at about 4.8x. This is an improvement from the 7.2x leverage as of Jan. 31, 2009. In February 2009, Telcordia made changes to its retiree medical plan, which significantly reduced OPEB liabilities. Further leverage improvement is dependent on EBITDA growth. This can be a challenge because of pressure on revenues, a change in revenue mix toward lower-margin services, and ongoing investments in next- generation products. EBITDA margins, which were about 33% for the last 12 months ended Jan. 31, 2010, should also face downward pressure in fiscal 2011. TEXANS CUSO: Former President/CEO Kevin Curley to Get $21 Million ----------------------------------------------------------------- Michelle Samaad at Credit Union Times reports that the U.S. Bankruptcy Court for the Northern District of Texas entitled Kevin Curley, former president and chief executive officer of Texans CUSO Insurance Group, to $21 million in wrongful termination, which includes $347,699 for back pay, benefits and prejudgment interest, $441,000 for attorneys' fees and employment arbitration and $156,909 for post-arbitration fees. According to ther eport, the company credit union is planning to appeal. Texans CUSO Insurance Group LLC, fka Curley Insurance Group, is a nonprofit credit union and a subsidiary of Texans Credit Union. The Company and its affiliates filed for Chapter 11 bankruptcy protection on September 5, 2009 (Bankr. N.D. Texas Case No. 09- 35981). Scott Mark DeWolf, Esq., at Rochelle McCullough L.L.P. assists the Debtors in their restructuring efforts. Texans CUSO listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. THE DAIRY DOZEN-THIEF: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: The Dairy Dozen-Thief River Falls, LLP dba Excel Dairy PO Box 157 Veblen, SD 57270 Bankruptcy Case No.: 10-60438 Chapter 11 Petition Date: April 7, 2010 Court: US Bankruptcy Court District of Minnesota (Fergus Falls) Judge: Dennis D O'Brien Debtor's Counsel: Robert T. Kugler, Esq. Leonard Street & Deinard P.A. 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Tel: (612) 335-1645 E-mail: robert.kugler@leonard.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb10-60438.pdf The petition was signed by Richard Millner, managing partner/general manager. THE DAIRY DOZEN-MILNOR: Case Summary & 20 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: The Dairy Dozen-Milnor, LLP dba Five Star Dairy 8115 147th Avenue SE Milnor, ND 58060 Bankruptcy Case No.: 10-30377 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court District of North Dakota (Fargo) Judge: William A. Hill Debtor's Counsel: Donald T. Campbell, Esq. Leonard, Street and Deinard 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Tel: (612) 335-1500 Fax: (612) 335-1657 E-mail: donald.campbell@leonard.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ndb10-30377.pdf The petition was signed by Richard Millner, managing partner/general manager. THE STRAND CORP: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: The Strand Corp 3100 Boardwalk Wildwood, NJ 08260 Bankruptcy Case No.: 10-20366 Chapter 11 Petition Date: April 7, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Camden) Judge: Judith H. Wizmur Debtor's Counsel: Beverly McCall, Esq. Law Office of Beverly McCall 4401 Landis Avenue PO Box 666 Sea Isle City, NJ 08243 Tel: (609) 263-0089 Fax: (609) 263-1577 E-mail: bsmccall@snip.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Benjamin Kaminecki, president. THREE SEAS: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Three Seas Realty II, LLC aka Iowa Cottages on East 236 Iowa Street Arnolds Park, IA 51331 Bankruptcy Case No.: 10-00948 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Northern District of Iowa (Sioux City) Debtor's Counsel: Brian Koenig, Esq. E-mail: brian.koenig@koleyjessen.com Donald Swanson, Esq. E- mail: dswan@koleyjessen.com One Pacific Place, Suite 800 1125 South 103rd Street Omaha, NE 68124 Tel: (402) 343-3883 Fax: (402) 390-9005 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 largest unsecured creditors together with its petition. The petition was signed by John V. Harker, authorized agent. TOMMIE ZITO: Financial Woes Prompts Chapter 11 Bankruptcy Filing ---------------------------------------------------------------- Business Journal of South Florida reports that evangelist Tommie J. Zito of American Awakening filed for Chapter 11 bankruptcy protection citing financial woes. He listed assets of $100,000 and $500,000, and $500,000 and $1 million in liabilities. TOOTS INDUSTRIES: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Toots Industries, LLC 14 Elizabeth Lane Daytona Beach Shores, FL 32118 Bankruptcy Case No.: 10-02893 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Jerry A. Funk Debtor's Counsel: Walter J. Snell, Esq. Snell & Snell, P.A. 436 N Peninsula Drive Daytona Beach, FL 32118 Tel: (386) 255-5334 E-mail: snellandsnell@mindspring.com Scheduled Assets: $1,800,060 Scheduled Debts: $2,030,000 A list of the Company's 2 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb10-02893.pdf The petition was signed by Maria Blom-Reisch, manager. TOUSA INC: Amends Remington Exchange Agreement ---------------------------------------------- Debtors Newmark Homes, L.P. and TOUSA Homes, Inc. previously sought the Court's permission to enter into a global deal to unwind their position within the community known as Remington Ranch, located in Harris County, Texas, and divest all of their interests in the RR Houston Development, L.P., known as Remington Ranch JV, pursuant to these transactions: * A lot exchange under an Exchange Agreement between the Remington Ranch JV and KB Homes Loan Star, Inc.; * A sale of Newmark Homes' seven lots within Remington Ranch pursuant to a Contract of Sale between Newmark Homes and KB; and * A sale of Newmark Homes' and TOUSA Homes' ownership interests in the Remington Ranch JV and the General Partner entity, "RR Houston Developers, L.L.C., pursuant to an agreement among Newmark Homes, TOUSA Homes and K. Hovnanian Homes of Houston L.P. Subsequently, the Debtors engaged in discussions with the advisors to the Official Committee of Unsecured Creditors concerning the structure of the overall transaction and possible alternatives to increase the value and total net return to their estates. After various discussions and negotiations among the transaction parties, the Debtors and the other parties involved in the transaction agreed to modify certain terms that will result in the transfer of 50 lots located in Woodcreek Reserve, City of Katy, Fort Bend County -- the KB Property -- to the Debtors while keeping the remaining aspects of the transaction set forth the Remington Ranch Motion intact. The Modified Agreement includes the transfer of the KB Property to the Debtors, resulting in certain amendments to the Agreements. The salient terms of the Revised Agreements are: (A) First Amendment to the Exchange Agreement The Remington Ranch JV and KB agree to modify a Distribution Letter under the Exchange Agreement, and the mechanism pursuant to which certain monetary distributions will be made to Newmark Homes and KHOV. Under the revised Distribution Letter, K. Hovnanian Homes of Houston L.P. or KHOV, Newmark Homes and KB agree that the first $500,000 resulting from the sale of the Commercial Partnership property within Remington Ranch will be paid as: (i) the first $100,000 to KHOV; and (ii) $400,000 distributed pro rata to Newmark Homes and KHOV. In essence, Newmark Homes and KHOV have swapped places in the overall transaction effectively resulting in the transfer of the KB Property to Newmark Homes. In addition, the position of KHOV in the General Partner and the Remington Ranch JV will be redeemed and the joint venture will be effectively dissolved. (B) Redemption Agreement As part of the revised transaction, Newmark Homes and TOUSA Homes will no longer sell their ownership interests in the Remington Ranch JV and the General Partner to KHOV; instead, all of the interests in the Remington Ranch JV and the General Partner of KHOV will be redeemed. Newmark Homes, Remington Ranch JV, the General Partner and KHOV entered into an agreement, whereby Remington Ranch JV will instruct Compass Bank to return to Citibank, N.A. Letter of Credit No. 6166594, on behalf of KHOV, which was issued by Citibank in favor of Compass Bank to provide financial assurance with respect to the Lot Development Loan. Citibank will cancel the Letter of Credit and release KHOV from any and all obligations under the same. Upon cancellation of the Letter of Credit, and in consideration for the cancellation and release, all of its ownership interests in the Remington Ranch JV and the General Partner, will be deemed redeemed. Pursuant to the terms of the Redemption Agreement, Newmark Homes will pay on behalf of the Remington Ranch JV up to $15,000 of the fees and expenses of the Remington Ranch JV related to the consummation of the Exchange Agreement and any remaining obligations of the Remington Ranch JV. (C) Transfer and Dissolution Agreement Upon consummation of the redemption of KHOV's interests in the Remington Ranch JV and the General Partner, the KB property will be transferred to Newmark Homes pursuant to a letter agreement entered into by Newmark Homes, TOUSA Homes and Dickson Partners, L.L.C. Under the Transfer and Dissolution Agreement, and after the closing of the Redemption Agreement, Remington Ranch will transfer to Newmark Homes the KB Property. The transfer of the KB property will be done in full and complete payment of a promissory note dated August 21, 2008, evidencing Remington Ranch JV's indebtedness to Newmark Homes for $750,000 resulting from the call of a letter of credit that had been placed by Newmark Homes to provide financial assurance with respect to the Lot Development Loan. Upon Newmark Homes' request, the parties will immediately dissolve the Remington Ranch JV and the General Partner. The Debtors believe that the total net recovery to their estates that will result from the modified terms of the transaction and the later marketing and sale of the KB Property will be higher than the value to be received as part of the original transaction, Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida relates. At the Debtors' request, Judge Olson authorized the Debtors' entry into the Agreements, as revised. 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 Seeks to Set Final Payment Amounts by Lenders ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in Tousa Inc.'s cases asks the U.S. Bankruptcy Court for the Southern District of Florida to set the final amounts to be paid by and to each party in the adversary complaint it commenced against Citicorp North America, Inc. and other secured lenders. The Bankruptcy Court entered on October 30, 2009, a multi-party remedy that unwinds to the extent possible, defendants' fraudulent conveyances, referred as "Remedial Order." The Bankruptcy Court, however, did not assign specific dollar values to most of the monetary components of that remedy, because at that time, it lacked the detailed accounting, information necessary to do so, Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., in Miami, Florida, relates. Now that the parties have supplied that information through post-trial submissions, the Bankruptcy Court can complete the remedial portion of the action the Committee commenced against Citicorp by issuing an order specifying the proper payment amounts, she notes. In this light, the Committee proposes amounts that it believes each party is required to pay or receive under the Remedial Order. Ms. Redmond says the Committee relied on the information provided by the parties and their professionals and applies it to the Remedial Order with certain adjustments. The proposed amounts are: * In accordance with the Final Judgment, as amended, the Conveying TOUSA Subsidiaries should receive prejudgment interest on all of the damages to which they are entitled. The Remedial Order expressly provides for prejudgment interest in connection with some disgorgements, the Conveying Subsidiaries should be awarded prejudgment interest as to all disgorgements and damages to ensure that they are fully compensated. * The accounting filed by the First Lien Lenders allocates a disproportionate amount of debtor-paid professional fees to the Revolver Lenders rather than to the First Lien Lenders. The Committee thus asserts that the total amount of professional fees that the First Lien Lenders are jointly and severally liable to disgorge is $29,288,702, to reflect a more accurate allocation of professional fees between the Revolver Lenders and the First Lien Lenders. * The accountings filed by the Second Lien Lenders did not include certain professional fees paid by the Debtors prior to the Petition Date. Thus, the Committee argues that the Second Lien Lenders are jointly and severally liable to disgorge $23,285,852, which is based on those prepetition professional fees that were paid on their behalf. * The Debtors' Remaining Value Analysis, which allocates assets and liabilities among various Debtors, must be translated into a pure asset analysis before it can be used to calculate the diminution in value of the Conveying Subsidiaries' liens between July 31, 2007 and October 13, 2009. Specifically, the Committee asserts that the value of the Conveying TOUSA Subsidiaries' property on October 13, 2009 -- and thus the value of the liens returned on that date -- comes out to $402,236,000. Subtracting that value from the liens' starting value of $500 million yields a diminution of $97,753,000, which should be reimbursed to the Conveying TOUSA Subsidiaries. Until the approval of the Payment Motion, the judgment previously entered by the Bankruptcy Court on the Committee Action will not be final, Ms. Redmond points out. In a related request, the Committee sought and obtained the Bankruptcy Court's authority to file under seal a proposed order to the Payment Motion and an accompanying declaration of Kevin P. Clancy. Mr. Clancy is the Committee's accounting expert. According to the Committee, the documents filed under seal contain sensitive financial data and information, which the Committee is obligated to protect pursuant to a protective order among parties in the Committee Action. The Bankruptcy Court will consider the Payment Motion on May 17, 2010. Objections are due April 14. Replies to any objection filed are due no later than May 3. Citicorp Seeks Status Conference Citicorp North America, Inc., as administrative agent for the First Lien Term Loan Lenders asked the Bankruptcy Court to convene a status conference last March 18, 2010, with respect to these issues in the Committee Action: (1) Further proceedings called for by the Amended Final Judgment, which provides that upon a further determination by the Bankruptcy Court of the diminution in value of the Conveying Subsidiaries' property between July 31, 2007 and October 13, 2009, the Senior Transeastern Lenders' disgorged funds will be distributed first to the Conveying Subsidiaries on account of . . . the diminution in value of the liens between July 31, 2007 and October 13, 2009; (2) Whether, in light of the Court's March 3, 2010 Order Denying Citicorp's Motion for Clarification, the Court has jurisdiction to proceed with further proceedings; and (3) If so, the process and procedures, including their timing, that will be followed to complete further proceedings. Second Lien Lenders Seek Dismissal From Committee Action Wells Fargo Bank, N.A., as administrative agent for the Second Lien Term Loan, and the Second Lien Lenders ask the Bankruptcy Court to approve a stipulation concerning dismissal of certain Second Lien Lenders from the Committee Action. Counsel to the Second Lien Lenders, Jeffrey I. Snyder, Esq., at Bilzin Sumberg Baena Price & Axelrod, in Miami, Florida, notes that the register of lenders maintained by Wells Fargo identifies certain Second Lien Lenders as current lenders of record and those Second Lien Lenders' pro rata shares of the loans outstanding under the Second Lien Term Loan. The Current Second Lien Lenders include some, but not all, of the Second Lien Lenders named as defendants in the Committee Action and against whom the Amended Final Judgment has been entered, he notes. Specifically, Mr. Snyder notes, Second Lien Lenders Deutsche Bank AG, New York Branch; M.D. Sass Re/Enterprise Portfolio Company, L.P.; Q Funding III, LP; The Master Trust Bank of Japan, Ltd. and Third Point Loan LLC were named as individual defendants in the Committee Action but they: -- are no longer Current Second Lien Lenders; and -- are not otherwise defendants in the Committee Action based on their actions in other capacities. Deutsche Bank AG, et al., are referred to the Former Second Lien Lenders. Similarly, Mr. Snyder adds, Second Lien Lenders Goldman Sachs Credit Partners LP; HBK Master Fund LP; Merrill Lynch Pierce Fenner & Smith Inc.; and Morgan Stanley Senior Funding, Inc. are no longer Current Second Lien Lenders but remain parties to the Committee Action in other capacities. Goldman Sachs, et al., are referred to as the Cross-Over Former Second Lien Lenders. Lists of the Defendant and Current Second Lien Lenders are available for free at: http://bankrupt.com/misc/TOUSA_DefendantSecondLienLenders.pdf http://bankrupt.com/misc/TOUSA_CurrentSecondLienLenders.pdf Mr. Snyder relates that the Committee is prepared to dismiss the Former Second Lien Lenders, pursuant to its stipulation with Wells Fargo and the Second Lien Lenders, from: (i) the Committee Action; (ii) Wells Fargo and the Second Lien Lenders' joint appeal from the Amended Final Judgment; and (iii) the Amended Final Judgment before the U.S. District Court for the Southern District of Florida. The salient terms of the parties' stipulation are: (1) Wells Fargo agrees that (i) the list of the Current Second Lien Lenders accurately reflects the information on the most recent version of the Lender Register; and (ii) there have been no further changes to the Lender Register as of March 29, 2010 notice it actually received from any person of any sales, transfers, assignments or participations that will require any changes to the Lender Register. (2) Each Current Second Lien Lender, including FBS CBNA Loan Funding even though it was not named and did not appear as a defendant in the Committee Action, agrees that it is bound by and is obligated for its Pro Rata Share of the Judgment and the Amended Final Judgment. (3) Without limiting the exculpation and indemnification provisions set forth in the Second Lien Term Loan, or the other protections for Wells Fargo set forth in the Second Lien Term Loan or in a direction letter it has delivered to Wells Fargo, each Current Second Lien Lender agrees, severally but not jointly, to indemnify Wells Fargo against, and to hold Wells Fargo harmless, from any and all damages asserted or entered against Wells Fargo by virtue of its stipulations and agreements set forth in the Parties' Stipulation or its entry into the Parties' Stipulation. (4) The Committee agrees that it will dismiss each Former Second Lien Lender from the Committee Action and the Amended Final Judgment and will join with the Current Second Lien Lenders in seeking dismissal of each Former Second Lien Lender and Cross-Over Former Second Lien Lender from the Appeal. The Bankruptcy Court approved the Parties' Stipulation. Judge Olson also dismissed Deutsche Bank AG, New York Branch; M.D. Sass Re/Enterprise Portfolio Company, L.P.; Q Funding III, L.P.; The Master Trust Bank of Japan, Ltd.; and Third Point Loan LLC from the Committee Action. Committee Stipulates with Fortress Funds First Lien Lenders Fortress Credit Investments I, Ltd. and Fortress Credit Investments II, Ltd. did not appear in the Committee Action. Citicorp and the First Lien Lenders that appeared in the Committee Action filed an appeal from the Amended Final Judgment in the District Court. The Bankruptcy Court entered an order on October 30, 2009 on Citicorp's Motion for Stay Pending Appeal, referred as the "Bond Order," and the District Court granted in part Citicorp's Motion for Stay, which modified in part the Bond Order. The Bond Order provided the Appearing First Lien Lenders with a stay of enforcement of the monetary portion of the Amended Final Judgment conditioned upon the posting of bonds or cash for 110% of the interest, principal and adequate protection payments made to the Appearing First Lien Lenders under the First Lien Term Loan, as set forth in the Amended Final Judgment. The Committee and the Fortress Funds thus entered into a Bankruptcy Court-approved stipulation, with these salient terms: (a) The Fortress Funds, with respect to their receipt of an aggregate payment of $495,895 from the Debtors prepetition, are bound and will be deemed to be a party to the Amended Final Judgment, the Bond Order and Stay Order and will be bound by the outcome of any appeal from those orders and judgments to the same extend as if they had appeared and defended the Committee Action and participated in any appeal. The Committee agrees not to seek a default judgment against the Fortress Funds. The Parties acknowledge that the Fortress Funds do not have any liability with respect to this matter other than with respect to the Fortress Funds' Receipt. (b) To obtain a stay of execution and enforcement proceedings pending appeal, the Fortress Funds must post supersedeas bonds that comply with the requirements of the Bond Order. Fortress Credit Investments I's bond will be $109,097. Fortress Credit Investments II's bond will be $436,388. The Committee will not execute on or enforce the Amended Final Judgment against the Fortress Funds unless either or both fail to file a supersedeas bond that complies with the Bond Order and the Stay Order. Two Entities Post Bonds In separate filings, two entities tendered supersedeas bonds to stay execution of the Amended Final Judgment on the Committee Action: Lender Bond Amount ------ ----------- Black Diamond CLO-2005-1 $1,327,619 Fortress Investment Group, Inc. 545,485 Fortress Investment Group, Inc. filed the $545,485 bond on behalf of Fortress Credit Investments I Ltd. and Fortress Credit Investments II Ltd. * * * Judge Olson approved a settlement agreement among the Committee, the Conveying TOUSA Subsidiaries and Distressed High Yield Trading Opportunities Fund Ltd., referred to as "Offshore Fund," with respect to the enjoinment of the pursuit of any action by the Defendants. Under the Parties' Settlement, subject to (i) payment of a $2,900,000 settlement amount; and (ii) payment of any augmentation amount, or in lieu of the Augmentation Amount, delivery to the Committee of a certification under the Settlement, all other defendants in the Committee Action and employees are forever enjoined, stayed and barred from pursuing any action seeking contribution, reimbursement, indemnity or any other payment from the Funds or their directors arising out of: (i) a July 31, 2007 settlement among TOUSA, Inc., TOUSA Homes LP, and the Senior Transeastern Lenders resolving a litigation that arose out of a Transeastern Joint Venture between the Debtors and Falcone/TEP Holdings, LLC; (ii) the Committee Action; and (iii) the Amended Final Judgment, including any decision resulting from an appeal of the Amended Final Judgment. If any of the defendants are determined to be jointly liable with the Offshore Fund, the amounts paid in accordance with the Settlement Agreement will constitute a dollar for dollar credit and offset against the aggregate amounts otherwise payable pursuant to the Amended Final Judgment by the entities enjoined, stayed and barred in this order, Judge Olson held. 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: Files Schedules of Assets and Liabilities ------------------------------------------------- TP, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $13,047,900 B. Personal Property $108,524 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $829,106 E. Creditors Holding Unsecured Priority Claims $5,547 F. Creditors Holding Unsecured Non-priority Claims $3,294,396 ----------- ----------- TOTAL $13,156,424 $4,129,049 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. TRANSAX INT'L: Delays Filing of 2009 Annual Report on Form 10-K --------------------------------------------------------------- Transax International Limited has delayed the filing of its annual report on Form 10-K for the year ended December 31, 2009. Transax said it has not timely received financial information from its operating subsidiary pertaining to business operations in Brazil. Therefore, management of the Company cannot fully complete the Company's consolidated financial statements. Management deems it necessary that additional time be provided to ensure that complete, thorough and accurate disclosure of all material information is made in its Annual Report on Form 10-K. Management anticipates the filing of its Annual Report on Form 10-K within the extension period. Going Concern Since inception, the Company has incurred cumulative net losses of $16,350,071, and has a stockholders' deficit of $6,298,104 and a working capital deficit of $6,837,573 at September 30, 2009. Since inception, the Company has funded operations through short- term borrowings and the proceeds from equity sales to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to increase revenues and reduce expenses. Management believes that sufficient funding will be available from additional related party borrowings and private placements to meet its business objectives, including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its software products and distribution networks. Further, since fiscal 2000, the Company has been deficient in the payment of Brazilian payroll taxes and Social Security taxes. At September 30, 2009, and December 31, 2008, the deficiencies (including interest and penalties) amounted to $2,588,000 and $1,180,000, respectively. This payroll liability is included as part of the accounts payable and accrued expenses (short-term and long-term) within the consolidated balance sheets. On March 26, 2008, the Company executed a stock purchase and option agreement with Engetech, Inc., a Turks & Caicos corporation controlled and owned 20% by Americo de Castro, director and President of Medlink Conectividade, and 80% by Flavio Gonzalez Duarte or assignees. In accordance with the terms and provisions of the Agreement, the Company sold to the Buyer 45% of the total issued and outstanding stock of its wholly owned subsidiary, Transax Limited, which owns 100% of the total issued and outstanding shares of (i) Medlink Conectividade, and (ii) Medlink Technologies, Inc., a Mauritius corporation. The Buyer had an option to acquire the remaining 55%. However, the Buyer has defaulted on payments and the Company is renegotiating with the Buyer and its assignee to restructure the contract. At September 30, 2009, the Company cannot determine the outcome of these negotiations. If the negotiations are successful, the Company may sell the remaining 55% of its operating subsidiary, at which point the Company will have no continuing operations. As a result, there exists substantial doubt about the Company's ability to continue as a going concern. About Transax International Transax International Limited, primarily through its 55% owned subsidiary, Medlink Conectividade em Saude Ltda, is an international provider of information network solutions specifically designed for healthcare providers and health insurance companies. The Company's MedLink Solution enables the real time automation of routine patient eligibility, verification, authorizations, claims processing and payment functions. The Company has offices located in Plantation, Florida, and Rio de Janeiro, Brazil. At September 30, 2009, the Company had $1,675,224 in total assets against $7,973,328 in total liabilities, resulting in a $6,298,104 stockholders' deficit. TYME PROPERTIES: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Tyme Properties, LLC PO Box 1285 Evansville, IN 47706-1285 Bankruptcy Case No.: 10-70578 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Southern District of Indiana (Evansville) Judge: Basil H. Lorch III Debtor's Counsel: Marilyn Ratliff, Esq. 123 NW 4th St Ste 304 Evansville, IN 47708 Tel: (812) 434-4918 Fax: (812) 424-3526 E-mail: marilyn.ratliff@gmail.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/insb10-70578.pdf The petition was signed by Stephen T. Weber, member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Warehousing, Inc. 10-70577 04/08/10 US CONCRETE: S&P Downgrades Corporate Credit Rating to 'D' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on U.S. Concrete Inc. to 'D' from 'CC'. At the same time, S&P lowered the issue-level rating on the company's senior subordinated notes due 2014 to 'D' from 'C'. The recovery rating on the notes is '6', indicating S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. "The rating actions stem from the company's nonpayment of the interest payment due April 1, 2010, on its senior subordinated notes," said Standard & Poor's credit analyst Tobias Crabtree. A payment default has not occurred relative to the legal provisions of the indenture governing the notes since there is a 30-day grace period to make the payment. However, S&P considers a default to have occurred, even if a grace period exists, when the nonpayment is a function of the borrower being under financial stress -- unless S&P is confident that the payment will be made in full during the grace period. The company's operating performance has been materially affected by the weak commercial construction end markets and greater price competition for ready-mixed products. For the fiscal year ended Dec. 31, 2009, U.S. Concrete's revenues totaled $534.5 million, down approximately 29% from the prior year, and adjusted EBITDA was approximately $15 million, a decline of about 64% for the same period due to an over 30% decrease in ready-mix concrete volumes. These weak end-market conditions have been exacerbated by unusually poor weather in many of the company's markets, which have delayed construction. As a result, the company remains highly leveraged and its liquidity has eroded, as evidenced by the company's need to obtain the amendment to lower the fixed-charge coverage ratio availability trigger on its asset-based revolving credit. S&P expects the company's liquidity to remain a concern through 2010 until demand returns to more normal levels. In addition, U.S. Concrete announced that it has engaged financial and legal advisors to assist it in assessing potential alternatives to strengthen its balance sheet, including addressing its senior subordinated notes due 2014. As a result, S&P believes the company is not likely to make the interest payment that was due April 1, 2010, on its senior subordinated notes, and will likely pursue a permanent restructuring of its capital structure. VALENCE TECHNOLOGY: Maturity of iStar Loan Extended to Feb. 2011 ---------------------------------------------------------------- Valence Technology, Inc., on March 30, 2010, entered into an Amendment No. 2 to Loan and Security Agreement and Other Loan Documents with iStar Tara LLC, a Delaware limited liability company, and Carl E. Berg, the chairman of the Company's Board of Directors, to amend the Loan and Security Agreement dated as of July 13, 2005, among the Company, iStar and Mr. Berg. Pursuant to the terms of the Original Loan Agreement, iStar's predecessor in interest, SFT 1, Inc., extended a $20,000,000 loan to the Company, which Loan is guaranteed by Mr. Berg and secured by certain of Mr. Berg's assets. The Amendment extends the maturity date of the Loan from July 13, 2010, to February 13, 2011. The Company will continue to make monthly interest payments to iStar, as set forth in the Original Loan Agreement; provided that, commencing with the monthly interest payment scheduled for July 2010 and monthly thereafter, the Company shall also make a principal payment equal to $1,000,000. The remainder of the principal and any other outstanding obligations under the Loan shall be payable in full on the New Maturity Date. Additionally, in connection with the Amendment the Company issued to iStar a Warrant to Purchase Common Stock of Valence Technology, Inc., pursuant to which iStar may purchase up to 115,000 shares of the Company's common stock, par value $0.001 per share, at an exercise price of $1.00 per share on or before March 30, 2013. On March 30, 2010, in connection with the Amendment, the Company issued to iStar the Warrant to purchase up to 115,000 shares of Common Stock at an exercise price of $1.00 per share on or before March 30, 2013, in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. About Valence Technology Headquartered in Austin, Texas, Valence Technology, Inc. -- http://www.valence.com/-- develops safe, long life lithium iron magnesium phosphate energy storage solutions. Valence Technology is traded on the NASDAQ Capital Market under the ticker symbol VLNC. The Company reported $23.42 million in total assets, $29.14 million total current liabilities, $26.65 million long-term interest payable to stockholder, $34.85 million long-term debt to stockholder net of debt discount and $136,000 other long-term liabilities resulting in a $75.97 million stockholders' deficit, as of Dec. 31, 2009. Going Concern Doubt The Company has incurred operating losses each year since its inception in 1989 and had an accumulated deficit of $570.1 million as of September 30, 2009. For the three and six month periods ended September 30, 2009, the Company sustained net losses available to common stockholders of $6.2 and $12.4 million, respectively. For the three and six month periods ended September 30, 2008, the Company sustained net losses available to common stockholders of $6.2 and $11.8 million, respectively. The Company believes these factors, among others, raise substantial doubt about its ability to continue as a going concern. VEBLEN WEST: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Veblen West Dairy LLP P.O. Box 157 Veblen, SD 57270 Bankruptcy Case No.: 10-10071 Chapter 11 Petition Date: April 7, 2010 Court: United States Bankruptcy Court District of South Dakota (Northern (Aberdeen)) Judge: Charles L. Nail, Jr. Debtor's Counsel: Bryant D. Tchida, Esq. Leonard, Street and Deinard, P.A. 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Tel: (612) 335-1840 Fax: (612) 335-1657 E-mail: bryant.tchida@leonard.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Richard Millner, managing partner/general manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Agstar Financial $342,180 Services, FLCA and PCA 14800 Galaxie Ave, Suite 205 Apple Valley, MN 55124 BDM Rural Water $11,425 Bernard Mahrer Const. $15,002 Briggs and Morgan $10,198 CMP Dairy Consulting, LLC $7,000 E. Weinberg Inc $3,023 Elanco Animal Health $21,620 Frohling Law Office $2,806 Gerry & Kulm Ask, Prof. LLC $11,147 Lake Region Electric $15,820 Langager Stack Movers $2,908 Lookout Ridge Consulting $25,636 Marshall County Treasurer $46,083 Minnesota Select Sires $84,997 Riley Brothers Construction $13,502 Rural Electric Economic $75,947 Development Inc Schumacher Sales Co Inc $25,424 Siegel, Barnett & Schutz, LLP $2,916 Stockman Transfer Inc $3,595 Stockmen's Supply $41,818 VISTEON CORP: Davidson Kempner, et al., Have 7.87% Stake -------------------------------------------------------- Davidson Kempner Partners, Brigade Capital Management LLC, Plainfield Asset Management LLC and their related entities and persons filed an amended joint 13D filing with the U.S. Securities and Exchange Commission on March 25, 2010. The Reporting Parties formed an Ad Hoc Committee of Visteon Corporation's stockholders. The Reporting Parties relate that as of March 25, 2010, Brigade Capital, Plainfield and their related entities have increased their beneficial ownership of Visteon common stock: Shares Beneficially Equity Entity Owned Stake ------ ------------ ------ Brigade Capital Management, LLC 3,350,000 2.57% Brigade Leveraged Capital Structures Fund 3,350,000 2.57% Donald E. Morgan, III 3,350,000 2.57% Plainfield Asset Management LLC 902,500 0.69% Plainfield OC Master Fund Limited 225,625 0.17% Plainfield Liquid Strategies Master Fund 45,125 0.03% Plainfield Special Situations Master Fund II 631,750 0.48% Max Holmes 902,500 0.69% By virtue of the additional shares acquired, the aggregate number of shares owned by the Reporting Persons as of March 25, 2010, is 10,252,500, which represents 7.87% of the 130,324,581 outstanding shares issued by Visteon Corp. as of February 26, 2010. Debtors Oppose Potential Purchase by Kempner The Debtors assert that Davidson Kempner Partners, Davidson Kempner Institutional Partners, L.P., Davidson Kempner International, Ltd., M.H. Davidson & Co., Davidson Kempner Distressed Opportunities Fund LP, and Davidson Kempner Distressed Opportunities International Ltd's proposed purchase of Visteon common stock cannot be permitted because it would result in an increase in its common stock ownership from 4.6% to 9.8%. The Debtors elaborate that this potential change in stock ownership would out them at significant risk of losing their ability to take advantage of $2.1 billion of net operating losses and other tax attributes in the future. The Debtors maintain that this loss of value could have a devastating effect on the outcome of their Chapter 11 cases. About Visteon Corporation Visteon Corporation is a leading global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; the company has facilities in 25 countries and employs approximately 29,500 people. 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 US$4,561,000,000 and debts of US$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) WAREHOUSING INC.: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Warehousing, Inc. PO Box 1285 Evansville, IN 47706-1285 Bankruptcy Case No.: 10-70577 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court Southern District of Indiana (Evansville) Judge: Basil H. Lorch II Debtor's Counsel: Marilyn Ratliff, Esq. 123 NW 4th St Ste 304 Evansville, IN 47708 Tel: (812) 434-4918 Fax: (812) 424-3526 E-mail: marilyn.ratliff@gmail.com Scheduled Assets: $1,882,029 Scheduled Debts: $4,844,568 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/insb10-70577.pdf The petition was signed by Stephen T. Weber, executive vice- president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Tyme Properties, LLC 10-70578 4/08/10 WESTLAND DEVCO: Organizational Meeting to Form Panel on April 19 ---------------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on April 19, 2010, at 2:00 p.m. in the bankruptcy case of Westland Devco, LP. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 2112, in Wilmington, Delaware. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Albuquerque, New Mexico-based Westland Devco, LP -- aka Westland, Petroglyphs, Watershed, Strom Cloud, Sundoro South, and Grasslands -- filed for Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. D. Del. Case No. 10-11166). Norman L. Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assist the Company in its restructuring effort. Katten Muchin Rosenmann LLP is the Company's corporate & finance attorneys. Navigant Capital Advisors, LLC, is the Company's financial advisor. The Company estimated its assets and debts at $100,000,001 to $500,000,000. WESTMORELAND COAL: Annual Stockholders' Meeting on May 20 --------------------------------------------------------- The Annual Meeting of Stockholders of Westmoreland Coal Company will be held at the corporate offices located at 2 North Cascade Avenue, 2nd Floor, in Colorado Springs, Colorado, on May 20, 2010, at 8:30 a.m. Mountain Daylight Time, for these purposes: 1. The election by the holders of Common Stock of four directors to the Board of Directors to serve for a one-year term; 2. The election by the holders of Series A Convertible Exchangeable Preferred Stock, each share of which is represented by four Depositary Shares, of two additional directors to the Board of Directors to serve for a one-year term; 3. The ratification of the appointment by the Audit Committee of Ernst & Young LLP as principal independent auditor for fiscal year 2010; and 4. To transact other business as may properly come before the meeting or any postponement or adjournment thereof. Only stockholders of record at the close of business on March 26, 2010, will be entitled to notice of and to vote at the meeting and any postponement or adjournment thereof. A full-text copy of the proxy statement is available at no charge at http://ResearchArchives.com/t/s?6002 About Westmoreland Coal Colorado Springs, Colorado-based Westmoreland Coal Company is an energy company employing 1,109 employees whose operations include five surface coal mines in Montana, North Dakota and Texas and two coal-fired power generating units with a total capacity of 230 megawatts in North Carolina. The Company's balance sheet as of Dec. 31, 2009, showed $772.7 million in assets and $914.5 million of debts, resulting in a stockholders' deficit of $141.8 million. KPMG LLP, 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 from operations, working capital deficit and net capital deficiency. WESTMORELAND COAL: Unit Settles Dispute on Rosebud Cleanup Costs ---------------------------------------------------------------- Morris W. Kegley, General Counsel and Secretary at Westmoreland Coal Company, disclosed that on March 30, 2010, Western Energy Company, a Westmoreland Coal subsidiary that operates the Rosebud Mine, entered into a Settlement Agreement and Mutual Release Concerning Reclamation Disputes with the six Colstrip Unit 3&4 buyers under the Amended and Restated Coal Supply Agreement dated August 24, 1998. WECO will pay to the Buyers as a group $6,500,000 to resolve all disputes concerning responsibility for reclamation costs incurred in or concerning Area C North of the Rosebud Mine and associated areas of Area C Central. This payment is a refund of payments for reclamation work that the parties agree is to be treated as final reclamation work under section 15 of the ARCSA. Disputes have arisen between WECO and the Buyers concerning reclamation and associated costs in Area C of the Rosebud Mine including (i) a dispute concerning what constitutes a "mining pit" and/or a "final pit" as those terms are used in section 15 of the ARCSA, (ii) a related dispute concerning charges by WECO to the Buyers for reclamation costs previously incurred in Area C North of the Rosebud Mine and associated areas of Area C Central and (iii) a related dispute concerning where final reclamation, as that term is used in section 15 of the ARCSA, will occur in the remaining mining areas of Area C of the Rosebud Mine. The Settlement Agreement clarifies the meaning of the terms "mining pit" and "final pit" as those terms are used in section 15 of the ARCSA and the parties' respective related reclamation obligations. The Settlement Agreement does not otherwise amend or modify the ARCSA, or the definition of final reclamation or current reclamation as used in section 15 of the ARCSA, and nothing in the Settlement Agreement shall be deemed otherwise to alter the parties' contractual obligations, including their obligations with respect to current or final reclamation, under the ARCSA. About Westmoreland Coal Colorado Springs, Colorado-based Westmoreland Coal Company is an energy company employing 1,109 employees whose operations include five surface coal mines in Montana, North Dakota and Texas and two coal-fired power generating units with a total capacity of 230 megawatts in North Carolina. The Company's balance sheet as of Dec. 31, 2009, showed $772.7 million in assets and $914.5 million of debts, resulting in a stockholders' deficit of $141.8 million. KPMG LLP, 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 from operations, working capital deficit and net capital deficiency. WESTMORELAND COAL: Tontine, et al., Hold 11.5% of Common Stock -------------------------------------------------------------- Tontine Capital Partners, L.P., and its various affiliated entities disclosed that as of March 2, 2010, they may be deemed to beneficially own in the aggregate 1,380,217 shares or roughly 11.5% of the common stock of Westmoreland Coal Company. Colorado Springs, Colorado-based Westmoreland Coal Company is an energy company employing 1,109 employees whose operations include five surface coal mines in Montana, North Dakota and Texas and two coal-fired power generating units with a total capacity of 230 megawatts in North Carolina. The Company's balance sheet as of Dec. 31, 2009, showed $772.7 million in assets and $914.5 million of debts, resulting in a stockholders' deficit of $141.8 million. KPMG LLP, 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 from operations, working capital deficit and net capital deficiency. WL HOMES: Homeowners Get Court OK to Proceed Lawsuit Over Defects ----------------------------------------------------------------- Bankruptcy Law360 reports that a judge has allowed groups of Nevada and California homeowners to proceed with lawsuits over alleged construction defects against WL Homes LLC and seek recovery from applicable insurance policies. Irvine, California-based WL Homes LLC -- dba John Laing Homes, John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John Laing Urban -- is one of metro Denver's largest homebuilders. It builds under the John Laing brand primarily in Colorado, California, Arizona, and Texas. John Laing began as a builder in the United Kingdom and came to the U.S. market in 1984. The company was sold to Dubai-based Emaar Properties in 2006 for $1.05 billion. Emaar invested $613 million in the company, but eventually stopped funding. John Laing had a work force of 1,100 in 2006, but cut employees to about 90 by the first week of February 2009. John Laing has 105 real estate developments across the country. It also builds luxury and custom homes. WL Homes and five of its affiliates filed for Chapter 11 protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09- 10571). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their restructuring efforts. Ashby & Geddes represents the Official Committee of Unsecured Creditors. In its bankruptcy petition, WL Homes listed assets of more than $1 billion, and debts between $500 million and $1 billion. As reported in the TCR on June 10, 2009, the Bankruptcy Court converted WL Homes LLC and its debtor affiliates' Chapter 11 cases to cases under Chapter 7 liquidation, at the request of the official committee of unsecured creditors. YONKERS INDUSTRIAL: S&P Gives Stable Outlook on 'B-' Debt Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to stable from negative on its 'B-' rating on Yonkers Industrial Development Agency, N.Y.'s debt, issued for St. John's Riverside Hospital. Standard and Poor's also affirmed its 'B-' rating on the agency's bonds. "The outlook revision reflects the successful merger of The Community Hospital of Dobbs Ferry into SJRH, as well as improvement in SJRH's liquidity since S&P's last review and a modest underlying improvement in operations excluding an extraordinary expense. However, the overall financial profile remains quite weak," said Standard & Poor's credit analyst Margaret McNamara. The 'B-' rating reflects Standard & Poor's assessment of SJRH's historically weak financial profile, characterized by very weak albeit improved liquidity. The rating further reflects the hospital's negative operating and profit margins. However, 2009 results would have shown improvement, but they were impacted by a one-time charge for three medical malpractice settlements, with a payout over 20 years. Although St. John's continues to meet debt service payments on time, the hospital did violate its debt service coverage covenant as a result of recording the malpractice expense and is currently pursuing a waiver from bondholders. Standard & Poor's also considers SJRH to have a sound business position, with only limited competition in a service area with a sizable population base, as well as solid market share highlighted by a sizable and stable admission base. "SJRH's liquidity has improved but remains very thin, and any deterioration of cash or failure to sustain operational improvements could lead to downward rating pressure. Although SJRH continues to face several challenges, such as its underfunded pension, limited capital investment, and need to make malpractice settlement payments for 20 years, S&P believes many of these are long-term issues that the hospital will address on an ongoing basis for the next several years. SJRH's need for enhanced operations, in S&P's opinion, is key to longer-term financial improvement," added Ms. McNamara. SJRH is located in Yonkers, N.Y. Its parent company and sole member is Riverside Health Care System Inc. * 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 Durham Development, Inc. Bankr. C.D. Calif. Case No. 10-13769 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/cacb10-13769.pdf In Re Bay Sign & Graphics, Inc. Bankr. M.D. Fla. Case No. 10-07717 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/flmb10-07717.pdf In Re Paul L. Orshan Bankr. S.D. Fla. Case No. 10-18610 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/flsb10-18610.pdf In Re Old Town Ventures, LLC Bankr. Minn. Case No. 10-32320 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/mnb10-32320.pdf In Re The Wine Cafe, LLC Bankr. Minn. Case No. 10-32319 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/mnb10-32319.pdf In Re McManus Enterprises, Inc. Bankr. Neb. Case No. 10-40983 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/neb10-40983.pdf In Re Western Silver, LLC Bankr. Nev. Case No. 10-15694 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/nvb10-15694.pdf In Re New Jersey Antique & Used Furniture, LLC Bankr. N.J. Case No. 10-19883 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/njb10-19883.pdf In Re Plastic Solutions, Inc. Bankr. E.D. N.Y. Case No. 10-72327 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/nyeb10-72327.pdf In Re Calkins Residential Services, LLC Bankr. N.D. N.Y. Case No. 10-11260 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/nynb10-11260.pdf In Re Calkins Pharmacy, LLC Bankr. N.D. N.Y. Case No. 10-11262 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/nynb10-11262.pdf In Re Wilcoxen Packer & Supply Company, Inc. dba Vertical Hydrostatic Testers dba Wilcoxen Downhole dba Wilcoxen Packer Services Bankr. W.D. Okla. Case No. 10-11944 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/okwb10-11944.pdf In Re Nappa Realty, LLC Bankr. R.I. Case No. 10-11413 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/rib10-11413.pdf In Re Rashmee, Inc. dba Mac's Bankr. N.D. Texas Case No. 10-32252 Chapter 11 Petition Filed April 1, 2010 See http://bankrupt.com/misc/txnb10-32252.pdf In Re Tierra Firma LLC Bankr. E.D. Wash. Case No. 10-01977 Chapter 11 Petition Filed April 1, 2010 Filed As Pro Se See http://bankrupt.com/misc/waeb10-01977.pdf In Re Mark A. Chamblee Patricia K. Chamblee Bankr. N.D. Ala. Case No. 10-81348 Chapter 11 Petition Filed April 2, 2010 Filed As Pro Se See http://bankrupt.com/misc/alnb10-81348.pdf In Re Paragon Produce, LLC Bankr. C.D. Calif. Case No. 10-22803 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/cacb10-22803.pdf In Re James Edward Longshore Celestine Curry Longshore Bankr. M.D. Fla. Case No. 10-02794 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/flmb10-02794p.pdf See http://bankrupt.com/misc/flmb10-02794c.pdf In Re Restaurant BT, LLC Bankr. M.D. Fla. Case No. 10-07831 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/flmb10-07831.pdf In Re Terrie L. Aul Bankr. M.D. Fla. Case No. 10-07792 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/flmb10-07792.pdf In Re Yellow Creek Investments LLC Bankr. N.D. Ga. Case No. 10-21497 Chapter 11 Petition Filed April 2, 2010 Filed As Pro Se In Re Noble Financial Group, Inc. Bankr. N.D. Ga. Case No. 10-11273 Chapter 11 Petition Filed April 2, 2010 Filed As Pro Se In Re Paces Home Properties, LLC Bankr. N.D. Ga. Case No. 10-69716 Chapter 11 Petition Filed April 2, 2010 In Re Brooks Lanier Simmons Heather L. Williams aka Heather Strickland Bankr. S.D. Ga. Case No. 10-60323 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/gasb10-60323.pdf In Re Locust Street Partners Inc. Bankr. Kan. Case No. 10-21059 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/ksb10-21059.pdf In Re Brian & Tami 8 LLC Bankr. Md. Case No. 10-17225 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/mdb10-17225.pdf In Re Sunshine Bar, Inc. aka 1A Sunshine Bankr. E.D. Pa. Case No. 10-12657 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/paeb10-12657.pdf In Re Terry Lee McNelis Bankr. M.D. Pa. Case No. 10-02757 Chapter 11 Petition Filed April 2, 2010 Filed As Pro Se In Re Media Consultants, LLC dba Amazing Superstore Bankr. R.I. Case No. 10-11426 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/rib10-11426.pdf In Re Edward Laverne Horton dba Carts Plus Bankr. S.C. Case No. 10-02430 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/scb10-02430.pdf In Re Gary R. Morris Bankr. E.D. Texas Case No. 10-41017 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/txeb10-41017.pdf In Re Air Center of Salt Lake LLC aka Adventure Air aka Air Center Development LLC Bankr. Utah Case No. 10-24160 Chapter 11 Petition Filed April 2, 2010 Filed As Pro Se In Re Niteclubs Enterprises, Inc. Bankr. W.D. Texas Case No. 10-10888 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/txwb10-10888.pdf In Re Southside Low Income Housing Development Corporation Bankr. W.D. Texas Case No. 10-30710 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/txwb10-30710.pdf In Re YRG Inc. dba Yanni's Greek Taverna Bankr. D.C. Case No. 10-00319 Chapter 11 Petition Filed April 2, 2010 See http://bankrupt.com/misc/dcb10-00319.pdf In Re ERZ Motel LLC Bankr. C.D. Calif. Case No. 10-13903 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/cacb10-13903.pdf In Re American Academy of Aeronautics Bankr. E.D. Calif. Case No. 10-28630 Chapter 11 Petition Filed April 5, 2010 Filed As Pro Se In Re Andrew P. Keaton, III Theresa Keaton Bankr. M.D. Fla. Case No. 10-07891 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/flmb10-07891.pdf In Re Sungold Holdings. Inc. Bankr. M.D. Fla. Case No. 10-05654 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/flmb10-05654.pdf In Re Lily Development, LLC Bankr. N.D. Ga. Case No. 10-70032 Chapter 11 Petition Filed April 5, 2010 Filed As Pro Se In Re Ramesh Sharma dba Universal USA dba DQ of Soperton dba JAI Ambika dba DA OJ/Treat Center dba Shree Ambika dba DQ of Savannah dba DQ Brazier dba JAI Amba, Pakwani Indian Restaurant Bankr. S.D. Ga. Case No. 10-30164 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/gasb10-30164.pdf In Re MSC Development LLC Bankr. Mass. Case No. 10-13627 Chapter 11 Petition Filed April 5, 2010 Filed As Pro Se In Re Joe Allen Sims Bankr. Nev. Case No. 10-51209 Chapter 11 Petition Filed April 5, 2010 Filed As Pro Se In Re Mehmet Yilmaz Sermin Emiroglu Bankr. E.D. Pa. Case No. 10-12711 Chapter 11 Petition Filed April 5, 2010 Filed As Pro Se In Re Clyde R. Rigsby Carlene Rigsby Bankr. E.D. Texas Case No. 10-41051 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/txeb10-41051.pdf In Re IAN Investments, L.L.P. dba America's Best Value Inn Bankr. N.D. Texas Case No. 10-32408 Chapter 11 Petition Filed April 5, 2010 Filed As Pro Se In Re Uppal Bros., Inc. dba Safe Way Food Mart Bankr. N.D. Texas Case No. 10-42299 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/txnb10-42299.pdf In Re A & W Real Estate I, Ltd. Bankr. S.D. Texas Case No. 10-50086 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/txsb10-50086.pdf In Re Sino Plus Investments Corp Bankr. S.D. Texas Case No. 10-32818 Chapter 11 Petition Filed April 5, 2010 Filed As Pro Se In Re AlaMark Technologies, LP Bankr. W.D. Texas Case No. 10-51273 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/txwb10-51273.pdf In Re Alamo Advertising, Inc. Bankr. W.D. Texas Case No. 10-51275 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/txwb10-51275.pdf In Re Whizin Apartments, Ltd. aka The Fountains Apts. Bankr. W.D. Texas Case No. 10-51262 Chapter 11 Petition Filed April 5, 2010 See http://bankrupt.com/misc/txwb10-51262.pdf In Re Jade Salonspa, Inc. Bankr. C.D. Calif. Case No. 10-20168 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/cacb10-20168.pdf In Re Robert Allan Henrichs Helen Elizabeth Carver Bankr. E.D. Calif. Case No. 10-28771 Chapter 11 Petition Filed April 6, 2010 Filed As Pro Se In Re Susan Aquilino Trust Bankr. S.D. Fla. Case No. 10-18865 Chapter 11 Petition Filed April 6, 2010 Filed As Pro Se In Re Carmel Industries, Inc. Bankr. N.D. Ga. Case No. 10-70414 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/ganb10-70414.pdf In Re Diamond Ring Expediting, Inc. Bankr. N.D. Ill. Case No. 10-15134 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/ilnb10-15134.pdf In Re Maverick Building LLC Bankr. N.D. Ill. Case No. 10-15115 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/ilnb10-15115.pdf In Re Mo Bee Enterprises, Inc. Bankr. N.D. Ill. Case No. 10-15069 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/ilnb10-15069.pdf In Re Kenneth E. Morrison Gail F. Morrison Bankr. Maine Case No. 10-20501 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/meb10-20501.pdf In Re Greenhouse Property Solutions LLC Bankr. Md. Case No. 10-17475 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/mdb10-17475.pdf In Re Michael Wayne Irwin Janice Kaye Irwin fdba J. Kaye Irwin, P.C. Bankr. W.D. Mo. Case No. 10-60758 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/mowb10-60758.pdf In Re Maureen Lopez Bankr. N.J. Case No. 10-20320 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/njb10-20320.pdf In Re New Jersey Antique and Used Furniture, LLC Bankr. N.J. Case No. 10-20293 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/njb10-20293.pdf In Re Sarojni Rajkumar-Longo Bankr. N.J. Case No. 10-20247 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/njb10-20247.pdf In Re Di Lorenzo's Restaurant & Tavern Inc. Bankr. E.D. N.Y. Case No. 10-72431 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/nyeb10-72431.pdf In Re Muniz Mechanical & Contractors, Inc. Bankr.Puerto Rico Case No. 10-02743 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/prb10-02743.pdf In Re Ghulam Warriach aka Ghulam Sarshad Warriach aka S. Ghulam aka G.W. Warriach aka Ghulam S. Sarshad aka Ghulam Sarwar Warriach aka Warriach Ghulam aka Ghulam Sarshad aka Gehulan Warriach aka Ghulam A. Warriach aka Warriach S. Ghulam aka Ghulam S. Warriach Bankr.N.D. Texas Case No. 10-32504 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/txnb10-32504.pdf In Re Thomas Paul Hughes aka Thomas Hughes aka Tom P Hughes Bankr. S.D. Texas Case No. 10-32934 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/txsb10-32934.pdf In Re Eisenhauer Investments, Inc. Bankr. W.D. Texas Case No. 10-51333 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/txwb10-51333.pdf In Re MESCO Enterprises, Inc. Bankr. W.D. Texas Case No. 10-10943 Chapter 11 Petition Filed April 6, 2010 Filed As Pro Se In Re John Mitchell Alderman Melissa Dawn Alderman Bankr. Wyo. Case No. 10-20349 Chapter 11 Petition Filed April 6, 2010 See http://bankrupt.com/misc/wyb10-20349.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. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***