/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100421.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 21, 2010, Vol. 14, No. 109 Headlines ABITIBIBOWATER INC: Canadian Court Dismisses Request on EPA Issue ABITIBIBOWATER INC: Committee Challenge Period Extended to May 14 ABITIBIBOWATER INC: Consensual Plan Seen Within "Next Few Weeks" ABITIBIBOWATER INC: Dec. 31 Balance Sheet Shows $1.9-Bil. Deficit ABITIBIBOWATER INC: Wants to Sell 4 Canadian Mills for C$13.8MM AFFINITY GROUP: S&P Assigns 'B-' Rating on $144.3 Mil. Senior Loan AIMS WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $4.3 Million ALAMO IRON: Gets Court's Nod to Hire Anthony Wolf as CRO ALLBRITTON COMMUNICATIONS: Moody's Assigns 'B2' Rating on Bonds ALLBRITTON COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B' ALMATIS: Lawyers Tapped for Chapter 11 Filing AMERICAN PIONEER: A.M. Best Cuts FSR to B+ From B++ AMERICOLD WAREHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating AMWINS GROUP: Moody's Affirms Corporate Family Rating at 'B2' APRIA HEALTHCARE: Moody's Confirms 'Ba3' Corporate Family Rating APRIA HEALTHCARE: S&P Raises Rating on $317 Mil. Notes to 'BB-' ARTISAN HOTEL: Files List of 20 Largest Unsecured Creditors ARTISAN HOTEL: Files Schedules of Assets & Liabilities ARTISAN HOTEL: Gets OK to Hire David J. Winterton as Local Counsel ARTISAN HOTEL: Wants to Hire Christensen Law as Bankr. Counsel ASAP OVERHEAD: Case Summary & 20 Largest Unsecured Creditors ASSOCIATED MATERIALS: S&P Puts 'CCC+' on CreditWatch Positive ATLANTIC BANCGROUP: Mauldin & Jenkins Raises Going Concern Doubt BIOVEST INT'L: Has Deal with Largest Creditor on Ch. 11 Exit BOISE PAPER: S&P Changes Outlook to Positive, Affirms 'BB-' Rating BOND RANCH: Gets Interim Nod to Hire Squire as Bankruptcy Counsel BOND RANCH: Section 341(a) Meeting Scheduled for June 4 BRIGGS-COCKERHAM, LLC: Voluntary Chapter 11 Case Summary BROOKSIDE TECHNOLOGY: Vicis Invests Add'l $3-Mil. in Equity BRUNDAGE-BONE: Seeks to Obtain Letters of Credit From Wells Fargo CALVARY BAPTIST: Files List of 20 Largest Unsecured Creditors CALVARY BAPTIST: Section 341(a) Meeting Scheduled for May 11 CAMPMED CASUALTY: A.M. Best Upgrades FSR to 'a' CATALINA LIGHTING: Evolution Acquires Assets Out of Chapter 11 CELL THERAPEUTICS: Pixantrone Follow-on Trial to Cost $24-Mil. CELL THERAPEUTICS: Pulls Back Projected Operating Expenses by 21% CENTURY ALUMINUM: S&P Completes Review on Rated Debt Obligations CHEMTURA CORP: Settles 2004 Class-Action Suit CHESTER DOWNS: S&P Raises Corporate Credit Rating to 'B-' CHINA FRUITS: Lake & Associates Raises Going Concern Doubt CHINA LOGISTICS: Lakes & Associates Raises Going Concern Doubt CHINA MEDIA: Albert Wong Raises Going Concern Doubt CIRTRAN CORP: Dec. 31 Balance Sheet Upside-Down by $6.0 Million CITADEL BROADCASTING: Seeks July 19 Extension for Plan Filing CITADEL BROADCASTING: Titan Wants Prompt Decision on Deal CITADEL BROADCASTING: Wants Lease Decision Extension Until June 18 CITIGROUP INC: Names Kelly Chairman of Global Banking CONGOLEUM CORP: Reaches $40 Million Coverage Deal with Chartis CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'C+' CONSTITUTION LIFE: A.M. Best Affirms FSR at B+ COOPER-STANDARD: Settlement with Cooper Tire Approved COUNTRYWIDE FINANCIAL: Probe Moving Closer to Resolution D & H PROPERTIES: Voluntary Chapter 11 Case Summary DEEP MARINE: May 17 Auction Slated for Four Vessels DENNY HECKER: Trustee Gets Court Order to Access Medina Home DORAL FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'B-' DOUGLAS DYNAMICS: Moody's Assigns 'B2' Rating on $40 Mil. Loan DUBAI WORLD: Said to Offer 1% Interest on New Loans DUBAI WORLD: Unit to Pay $8.2-Bil. to Creditors in June DUNE ENERGY: S&P Retains 'CCC-' Rating on $300 Mil. Notes EAST WEST: To Present Plan for Confirmation on May 27 EASTMAN KODAK: Apple Files Countersuit for Use of Own Technology ELAN CORPORATION: Moody's Retains 'B2' Corporate Family Rating ELECTROGLAS INC: Commences Review of Proofs of Claim ELECTROGLAS INC: May 26 Confirmation Hearing on Liquidating Plan ENCORE ACQUISITION: Moody's Withdraws 'B1' Rating on Senior Notes ENERGY TRANSFER: Moody's Withdraws 'Ba2' Rating on $1.75BB Notes ENVIRONMENTAL INFRASTRUCTURE: Dec. 31 Balance Upside-Down by $2.9M ERICKSON RETIREMENT: Plan Confirmed; Ch. 11 Exit by May Seen ERICKSON RETIREMENT: Proposes Hickory Chase Settlement ERICKSON RETIREMENT: Seeks April 30 Extension for DIP Financing EXCELLENCY INVESTMENT: M&K CPAs Raises Going Concern Doubt FEDERAL-MOGUL: Elects D. Ninivaggi as Non-Independent Director FEDERAL-MOGUL: Extends J.M. Alapont Employment Pact Thru 2013 FEDERAL-MOGUL: Wants Final Decree Closing 75 Cases FEEL GOLF: Farber Hass Raises Going Concern Doubt FIELDSTONE MORTGAGE: Rejects Parent Co.'s Software Contracts FIRST COMMUNITY: Files Chapter 11 in Columbus FIRST FEDERAL: Deloitt & Touche Raises Going Concern Doubt FOREVERGREEN WORLDWIDE: Posts $1.2 Million Net Loss for 2009 FRANCIS GROUP: Case Summary & 9 Largest Unsecured Creditors GEMS TV: Wants to Hire Focus Management as Financial Advisor GEMS TV: Gets OK to Hire Epiq Bankruptcy as Claims Agent GEMS TV: Taps Young Conaway as Bankruptcy Counsel GENERAL GROWTH: Brookfield Won't Raise $2.6 Billion Offer GENMED HOLDING: Meyler & Company Raises Going Concern Doubt GEO GROUP: Moody's Reviews Senior Unsecured Rating at 'B1' GENERAL MOTORS: To Disclose Early Repayment Treasury Loans GMAC INC: Jack Stack Joins as Independent Director GRANT FOREST: Georgia-Pacific Gets Ok to Buy Firm's Facilities GRANT JOHNISEE, SR: Case Summary & 18 Largest Unsecured Creditors GREEN VALLEY: S&P Downgrades Corporate Credit Rating to 'D' GREENSHIFT CORP: Rosenberg Rich Raises Going Concern Doubt HORIZON BANCORPORATION: Francis & Co. Raises Going Concern Doubt HORIZON LINES: S&P Affirms Corporate Credit Rating at 'B' HSP INVESTMENT: Chapter 11 Case Dismissed on Bad Fa4ith Filing INFOLOGIX INC: McGladrey & Pullen Raises Going Concern Doubt INNOVATIVE COMPANIES: Wants to Sell Excess Assets to Cut Expenses INTEGRATED ENVIRONMENTAL: Weaver Martin Raises Going Concern Doubt INTERNATIONAL ALUMINUM: Unsecured Creditors Oppose Chapter Plan INTERNATIONAL PERSONAL: Fitch Assigns 'BB+' Rating on Medium Notes INVACARE CORP: S&P Gives Positive Outlook; Affirms 'B+' Rating JEVCO INSURANCE: A.M. Best Upgrades FSR to 'B++' JOE DEAN: Voluntary Chapter 11 Case Summary JP MORGAN CHASE: DBRS Confirms Class L at 'CCC' JUSTIN GEORGES: Case Summary & 20 Largest Unsecured Creditors KENDALL COUNTY: Section 341(a) Meeting Scheduled for May 3 KRISPY KREME: Posts $157,000 Net Loss for Jan. 2010 Fiscal Year LAUTH INVESTMENT: Mediator Named to Clear Way for Plan LEHMAN BROTHERS: Barclays Want Financial Analysis on Sale LEHMAN BROTHERS: Buyers Make Six-Figure Bids for Fuld Portrait LEHMAN BROTHERS: Court Approves Asset Management Agreements LEHMAN BROTHERS: Court Lets U.S. Bank Dispose of LB ABS Assets LEHMAN BROTHERS: Elliot Management Can Trade In Claims LEHMAN BROTHERS: Fine Tunes Plan; Unsecureds to Recover 14.7% LEHMAN BROTHERS: Merit's Plan Exclusivity Extended Until Sept. 15 LEHMAN BROTHERS: Subpoenas Goldman, 4 Investment Firms LEHMAN BROTHERS: Wins OK for Kleyr as Special Counsel LEHMAN BROTHERS: Urged to Fix Problems in 2008, Bernanke Says LEHMAN BROTHERS: Has Support From Committee on Litigation Hedge LICCO RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors LKQ CORPORATION: Moody's Raises Corporate Family Rating to 'Ba2' MAGNACHIP SEMICONDUCTOR: Court Dismisses Chapter 11 Proceedings MARKETXT HOLDINGS: Court Rejects Empyrean's Good Faith Defense MARQUETTE NATIONAL: A.M. Best Cuts FSR to B+ From B++ MAX FUNDING: Moody's Junks Rating on Class B Notes From 'B1' MERRILL LYNCH FINANCIAL: DBRS Downgrades Class F to 'CCC' MESA AIR: AAR Corp. Wants to Trade in 1,120,000 Shares MESA AIR: Responds to Delta's Lawsuit & Asserts Counterclaims MESA AIR: Subsidiaries File Schedules of Assets & Liabilities MIDWAY GAMES: Judge Gross Tells Ill. Labor Dept. to Stop MILL RACE: Case Summary & 7 Largest Unsecured Creditors MMM HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2' MOLECUALR INSIGHTS: Gets 30-Day Extension of Waiver Agreement MOODY NATIONAL: Default Interest Owed Despite Reinstatement MOVIE GALLERY: Committee Can Hire Kelley Drye as Conflicts Counsel MOVIE GALLERY: Court Permits Panel to Hire Hunton as Local Counsel MOVIE GALLERY: Creditors' Committee Can Hire Pachulski as Counsel NATHAN REUTER: Owes $2.76 Million to Investor Group, Judge Says NEENAH ENTERPRISES: Files Amended Ch. 11 Plan of Reorganization NETVERSANT SOLUTIONS: Court Has Jurisdiction Over Sold Asset NORTEL NETWORKS: Court to Consider Riedel's $4MM Bonus on May 5 NPS PHARMACEUTICALS: Annual Stockholders' Meeting on May 19 NPS PHARMACEUTICALS: To Sell 9 Million Common Shares N.Y.C. OFF-TRACK: Says Customers' Winnings, Accounts Are Safe OCCUPATIONAL & MEDICAL: Court Acknowledges Chapter 15 Case OCEANAIRE TEXAS: To Sell Asset to Landry's for $23.6 Million OPENSIDED MRI: Files for Chapter 11 Bankruptcy in Richmond OPUS SOUTH: Court Extends Deadline to Remove Actions to July 16 OPUS SOUTH: Court Okays Polsinelli Employment as Conflicts Counsel OPUS WEST: Seeks Court Approval of RGH Geotechnical Settlement OPUS WEST: Professionals File Final Fee Applications OPUS WEST: Parent Asks Court to Dismiss Lawsuit ORIENTAL REPUBLIC: DBRS Raises LT Foreign Currency Rating to 'BB' ORLEAN HOMEBUILDERS: EVP & CFO G. Herdler Resigns OSYKA CORP: Co-Movant's Silence in Court Becomes Binding PACIFIC ETHANOL: Files Amended Reorganization Plan PACIFIC STATE BANCORP: Perry-Smith LLP Raises Going Concern Doubt PALM INC: Adopts Key Employee Retention Program PALM INC: Devices No Longer Sold at RadioShack PALM INC: SVP for Software and Services Steps Down PAN OCEANIC: Case Summary & 15 Largest Unsecured Creditors PARK-OHIO INDUSTRIES: Moody's Confirms 'B3' Corp. Family Rating PAYMENT DATA: Recurring Losses Prompt Going Concern Doubt PERRY COUNTY: Files Schedules of Assets and Liabilities PERSONALITY HOTELS: Files Schedules of Assets and Liabilities PERSONALITY HOTELS: U.S. Trustee Forms 5-Member Creditors Panel POINT BLANK: Has $14.7 Million Interim Financing QIMONDA N.A.: Wants Until August 20 to File Chapter 11 Plan QUALITY CANDY: Wants Court's Approval to Sell All Assets RESERVE CAPITAL: N.D.N.Y. Upholds Sanctions Against Debtor RESIDENTIAL HEATING: Files for Bankruptcy Under Chapter 7 RICHARD FUSCONE: Files List of 20 Largest Unsecured Creditors RICHARD FUSCONE: Section 341(a) Meeting Scheduled for May 5 RICHARD FUSCONE: Taps Meister Seelig as Bankruptcy Counsel ROTHSTEIN ROSENFELDT: Court Approves Freeze of $33 Million Assets ROYAL INVEST: Meyler & Company Raises Going Concern Doubt RUMSEY LAND: Wants Plan Filing Deadline Extended Until May 14 RVL TEXAS: Plan Proposes to Sell 3 Primary Assets to Pay Claims RYLAND GROUP: Fitch Assigns 'BB' Rating on $300 Mil. Senior Notes RYLAND GROUP: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes SAN DIEGO, CA: Attorney Says Bankruptcy Speculation "Silly" SARATOGA RESOURCES: Posts $27.3 Million Net Loss in 2009 SCOTSMAN INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating SELECTCARE OF TEXAS: A.M. Best Affirms FSR at B+ SES SOLAR: Posts $1.2 Million Net Loss in 2009 SHAW GROUP: S&P Affirms Corporate Credit Rating at 'BB+' SKILLED HEALTHCARE: Moody's Affirms 'B1' Corporate Family Rating SKYE INTERNATIONAL: Dec 31 Balance Sheet Upside-Down by $2 Mil. SKYHAWK VILLAGE: Files for Bankruptcy Under Chapter 7 SMURFIT-STONE: Wins OK to Use $650 Million Revolving Exit Facility SONRISA PROPERTIES: Files Amended Schedules of Assets & Debts SONRISA PROPERTIES: Plan Proposes to Restructure Compass Bank Debt SPANSION INC: Management Plan Confirmed; Noteholder Plan Rejected SPANSION INC: Proposes to Extend Kispert's Bonus Period SPRINT NEXTEL: Fitch Assigns 'BB' Rating on $2.25 Bil. Facility STATION CASINOS: Creditors Support $772 Million Stalking Horse Bid STATLER TOWER: To Sell Construction Assets on May 1 STRATUS MEDIA: Goldman Parks Raises Going Concern Doubt SUNRISE REAL: Kenne Ruan Raises Going Concern Doubt TECK RESOURCES: S&P Raises Corporate Credit Rating From 'BB+' TRAILER BRIDGE: S&P Changes Outlook to Stable; Affirms B- Ratings TRANSAX INT'L: Dec. 31 Balance Sheet Upside-Down by $7.4-Mil. URS CORP: S&P Raises Corporate Credit Rating to 'BB+' UAL CORP: Said to Shift Merger Focus to Continental Air US CONCRETE: S&P Withdraws 'D' Corporate Credit Rating VALASSIS COMMUNICATIONS: Moody's Raises Corp. Family Rating to Ba3 VERMILLION INC: Court OKs Management Incentive Plan for Directors VILLAGE GREEN: Case Summary & 20 Largest Unsecured Creditors VIRGINIA RESOURCES: Moody's Assigns 'Ba3' Corporate Family Rating VISTEON CORP: Can Hire Plews Shadley as Environmental Counsel VISTEON CORP: Court Allows $13.3 Million in Fees for Sept. to Nov. VISTEON CORP: Court Okays Sale of 2 Plants to JCI for $17 Million VISTEON CORP: Shareholders Want Official Committee VITERRA INC: S&P Puts 'BB+' Rating on CreditWatch Positive VYTERIS INC: Amends Employment Deal with CEO Hartounian, CFO Himy VYTERIS INC: Lehman Brothers Bankhaus Holds 1.0% of Shares WENTWORTH ENERGY: Posts $10,078,577 Net Loss for 2009 WESCORP ENERGY: December 31 Balance Sheet Upside-Down by $11.2 Mln WESTLAND DEVCO: Taps Navigant Capital as Financial Advisor WHITE BIRCH: Court Acknowledges Case as Foreign Main Proceeding WILLIAM K HAINES: Was Until June 14 to Propose Reorganization Plan WORKSTREAM INC: Feb. 28 Balance Sheet Upside-Down by $15.5-Mil. XERIUM TECHNOLOGIES: Proposes to Pay Employee Obligations XERIUM TECHNOLOGIES: Proposes to Use Lenders' Cash Collateral XERIUM TECHNOLOGIES: Seeks to Obtain $80 Million DIP Financing XERIUM TECHNOLOGIES: Wants Order Enforcing Automatic Stay YOUNG BROADCASTING: Court to Confirm Management Plan ZAYAT STABLES: Files Plan to Pay Secured Lender in Full Over Time * Bank Failures This Year Now 50 As 8 Banks Shut April 16 * SEC Probes Other Soured Mortgage Deals by Wall Street's Firms * Perkins Coie Opens Dallas Office; Steve Smith to Take Charge * INSOL Discloses Global Insolvency Practice 2nd Graduating Class * Upcoming Meetings, Conferences and Seminars ********* ABITIBIBOWATER INC: Canadian Court Dismisses Request on EPA Issue ----------------------------------------------------------------- The Honorable Mr. Justice Clement Gascon dismissed the request of the Province of Newfoundland and Labrador for a declaration that will ultimately allow it to seek from Abiti-Consolidated Inc. and its Canadian affiliates payment of environmental obligations relating to the cleanup of certain sites. As previously reported, Newfoundland and Labrador contended that the CCAA Applicants' industrial activities in the Provinces since 1905 resulted in the release of substances into the environment in amounts, concentrations and at rates that have caused and will continue to cause, an adverse effect both on and adjacent to those sites. The affected Sites include: (i) the mining and processing of minerals at the Buchans mine; (ii) the pulp and paper operations at the Grand Falls-Windsor mill; (iii) the pulp and paper operations at the Stephenville mill; (iv) the shipping and storing operations at the Botwood site; and (v) logging camps at approximately 50 different locations across the Province. The Province asserts that as a result, the CCAA Applicants have incurred statutory obligations owed to them for environmental remediation, which are noted in orders issued on November 12, 2009, by Her Majesty the Queen in Right of the Province of Newfoundland and Labrador, through the Minister of Environment and Conservation in the Province and pursuant to the Canadian Environmental Protection Act. The Province may seek environmental claims that "could run up to C$200 million," CBC.ca reported. "The hard reality of real time litigation in CCAA restructurings is that parties do not have the luxury of debating forever their disagreements. This is simply not possible when the debtor is fighting for survival," Mr. Justice Gascon held. "The preferred route to follow remains, at least in the Court's view, to try to find an acceptable forum where each side is able to fully present their position, and get it ruled upon." The Canadian Court called on the Parties to arbitrate their issues on an appropriate forum, ideally sooner rather than later, as the CCAA restructuring "may be put in jeopardy" absent a resolution. "It went through the court process and that decision was made. We'll have to respect that process and we'll have to review our options," Environment Minister Charlene Johnson told CBC.ca. "One of the options of course is to appeal that decision," Ms. Johnson noted, according to the report. "We haven't had the opportunity yet to sit down yet and talk through that. We'll just have to take our time and do what's in the best interest of the province." About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Committee Challenge Period Extended to May 14 ----------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware approved a stipulation among the Official Committee of Unsecured Creditors, Wachovia Bank, N.A., The Bank of Nova Scotia and Law Debenture Trust Company of New York, extending to May 14, 2010, the period within which the Creditors' Committee may challenge the stipulations, admissions and released in the Final Securitization Order, solely as they relate to the Term Loan creditors and Term Loan Documents relating to Abitibi-Consolidated Company of Canada. As previously reported, the Court authorized AbitibiBowater, Inc., and its debtor-affiliates, on a final basis, to borrow up to $360,000,000, under a Senior Secured Superpriority Debtor-in- Possession Credit Agreement, dated as of April 21, 2009, with Fairfax Financial Holdings Ltd. and Avenue Investments, L.P., as Initial Lenders, and Law Debenture Trust Company of New York, as administrative and collateral agent. On a final basis, the Court also allowed the Debtors to enter into and perform under the Amended and Restated Securitization Program, a "receivables purchase facility" among (1) Abitibi-Consolidated, Inc. and Abitibi Consolidated Sales Corporation or "the Abitibi Group" as Originators, (2) Abitibi Consolidated U.S. Funding Corp. and Donohue Group as Guarantors, (3) Citibank, as Agent, and (4) Barclays Capital Inc., as Syndication Agent. ACI and ACSC originate accounts receivables under an Amended and Restated Receivables Purchase Agreement with ACI Funding, Eureka Securitization, PLC, Citibank, Citibank, N.A., London Branch, as agent. Judge Carey subsequently entered a final order on July 1, 2009, approving, in connection with implementation of the Amended and Restated Securitization Program, the receivables agreements, which have been amended and restated as of June 16, 2009. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Consensual Plan Seen Within "Next Few Weeks" ---------------------------------------------------------------- Bloomberg News' Bill Rochelle reports that AbitibiBowater Inc., said it hopes to file a "consensual" reorganization plan within the "next few weeks." Mr. Rochelle further reports that Abitibi secured consent from the lenders to extend the plan-filing deadline to May 4 under the financing agreement for the Chapter 11 case. According to Mr. Rochelle, by working on a consensual plan, Abitibi implies that it is attempting to mollify the creditors' committee with regard to the panel's belief that there are defects in parts of a $400 million term loan made in April 2008. The committee, Mr. Rochelle recalls, believes the loan was a fraudulent transfer as to subsidiaries who guaranteed new debt because they were not obligated on the debt being paid off or refinanced. According to AbitibiBowater Bankruptcy News, the Debtors have asked Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware to further extend the period within which they may exclusively: (a) file a Chapter 11 plan through July 21, 2010; and (b) solicit acceptances of that plan through September 9, 2010. The Debtors' current Exclusive Plan Filing Period expired on April 15, 2009. The current Exclusive Solicitation Period ends on June 11, 2010. AbitibiBowater Bankruptcy News reports that Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware informed the Court that, with respect to the formulation of a Chapter 11 plan, the Debtors are: -- presently engaged in ongoing discussions with their key creditor constituencies that are anticipated to result in a consensual framework; -- developing a comprehensive Strategic Plan, Financial Forecast and Business Plan; -- preparing an enterprise valuation for the reorganized Company; and -- creating a Recovery Model for allocating creditor recoveries under the Company's reorganization plans. "These projects are now essentially complete and set the stage for ongoing negotiations between the Company and its key creditor constituents, including advisors to the Official Committee and the Ad Hoc Bondholders Committee," Mr. Greecher said, according to AbitibiBowater Bankruptcy News. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Dec. 31 Balance Sheet Shows $1.9-Bil. Deficit ----------------------------------------------------------------- AbitibiBowater, Inc., and its debtor-affiliates in the United States and Canada filed with the U.S. Securities and Exchange Commission an annual report for the year ended December 31, 2009. AbitibiBowater listed assets totaling $7.1 billion as of December 31, 2009, which shows a decrease of $1 billion compared to December 31, 2008, due to planned reductions in inventory levels, the sale of assets and the impairments of long-lived assets and assets held for sale, partially offset by an increase in cash and cash equivalents. Cash and cash equivalents were $774 million as of December 31, 2009, an increase of $582 million compared to December 31, 2008. This increase was primarily due to borrowings under the Company's debtor-in-possession financing arrangements, proceeds from the sale of its interest in Manicouagan Power Company, sales of timberlands, and proceeds from alternative fuel mixture tax credits, as well as the stay of payments related to prepetition accounts payable and accrued liabilities, including the stay of interest payments related to certain prepetition debt obligations. David Paterson, AbitibiBowater's president and chief executive officer, disclosed that during 2009, the Company's significant asset sales included: -- 60% interest in Manicouagan Power Company; -- an aggregate of 491,356 acres of timberlands, primarily located in the province of Quebec, and other assets for aggregate consideration of $119 million; and -- participation in a transaction pursuant to which the Company received approximately C$29 million or US$27 million from a subsidiary's proceeds sharing arrangement related to a third party's sale of timberlands, for which $24 million of income, net, was recorded and proceeds were deposited in trust with the Ernst & Young, Inc., as the Court-appointed monitor of the proceedings under the Companies' Creditors' Arrangement Act in Canada. Environmental Matters Mr. Paterson noted that the Company is subject to a variety of federal, state, provincial and local environmental laws and regulations in the jurisdictions in which it operates. As of December 31, 2009, AbitibiBowater has recorded $27 million for environmental liabilities, which represents the management's estimate based on an assessment of relevant factors and assumptions of the ultimate settlement amounts for environmental liabilities. AbitibiBowater may be a "potentially responsible party" with respect to six hazardous sites, consisting of: * two sites on timberland tracts in South Carolina; * several hundred steel drums containing textile chemical residue that were discarded by unknown persons; * a mill in Coosa Pines that contained buried drums; * Organic Chemicals Inc. in Grandville, Michigan, which remediation cost is estimated to be $10 million; * Alburn Incinerator at Lake Calumet Cluster, Chicago, Illinois; and * Alternate Energy Resources. The Waste Sites are being addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or the Resource Conservation and Recovery Act corrective action authority, according to Mr. Paterson. Mr. Paterson further related that in November 2009, the province of Newfoundland and Labrador issued five orders under Section 99 of its Environmental Protection Act to require AbitibiBowater to proceed immediately with the environmental remediation of various sites formerly owned or operated by the Company. The Company was also required by the Quebec Ministry of Natural Resources for some penal violations related to woodlands operations, which proposed penalties are above C$100,000. Legal Proceedings AbitibiBowater is also involved in various legal proceedings relating to contracts, commercial disputes, taxes, environmental issues, employment and workers' compensation claims. On November 12, 2009, the province of Newfoundland and Labrador issued five orders under Section 99 of its Environmental Protection Act that required AbitibiBowater to proceed immediately with the environmental remediation of various sites formerly owned or operated by the Company. In a separate development, AbitibiBowater sought to reject a Call Agreement with respect to Augusta Newsprint Inc. The Call Agreement obligated Abitibi Consolidated Sales Corporation to either buy out ANI at a price well above market, or risk losing all of its equity in the joint venture pursuant to forced sale provisions. Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware granted the request in October 2009, which order was appealed by the counterparties. Counterparties to the Call Agreement also filed proofs of claim for approximately C$260 million and US$214 million in the CCAA and Chapter 11 claims process. Mr. Paterson further noted that in March 2010, Woodbridge Company Limited, Woodbridge International Holdings Limited and Woodbridge International Holdings SA sought to "force" ACSC to reject a partnership agreement governing ANC. If ACSC were forced to reject the partnership agreement, the future of the Augusta mill would be uncertain, he pointed out. Also, following the announcement of the permanent closure of Donnacona, Quebec paper mill, on December 3, 2008, the Centrale Syndicale Nationale and the employees of the Donnacona mill filed against AbitibiBowater, Investissement Quebec and the Government of the province of Quebec a civil lawsuit before the Superior Court of the district of Quebec. The CSN and the Donnaconna mill employees argued that AbitibiBowater failed to respect the obligations subscribed in the context of a loan made by Investissement Quebec. They filed a grievance claim for labor arbitration on the same basis, asserting approximately $48 million in salaries through April 30, 2011, as well as moral and exemplary damages. The Litigation is stayed as a result of the CCAA Proceedings. In June 2007, The Levin Group, L.P., filed a complaint against Bowater in the Supreme Court of New York, New York County, asserting claims for breach of contract and related claims relating to certain advisory services purported to have been provided by the plaintiff in connection with the 2007 merger of Abitibi-Consolidated Inc. and Bowater Incorporated. The Levin Group seeks damages of not less than $70 million, related costs and certain other relief. The Complaint was dismissed and, before the Petition Date, the complaint was pending before the Court of Common Pleas in Greenville County, South Carolina. The litigation is stayed as a result of the filing of AbitibiBowater's Chapter 11 cases. In a related motion filed with the Bankruptcy Court, AbitibiBowater sought to reject the engagement letter it entered into with The Levin Group. The Levin Group subsequently filed an $88 million claim in AbitibiBowater's Chapter 11 cases. On April 26, 2006, AbitibiBowater received a notice of violation from the U.S. Environmental Protection Agency alleging four violations of the Clean Air Act at the Calhoun newsprint mill for which penalties in excess of $100,000 could have been imposed. The Company settled the matter with the U.S. Environmental Protection Agency and the Department of Justice in 2009 for a civil penalty of $30,000 and mutually agreeable permit limits. Moreover, since late 2001, Bowater Inc. and other paper companies have been named as defendants in asbestos personal injury actions that generally allege occupational exposure to numerous products. The Company has denied the allegations and no specific product has been identified by the plaintiffs in any of the actions as having caused or contributed the alleged asbestos-related injury. These personal injury lawsuits have been filed by approximately 1,800 claimants who sought monetary damages in civil actions pending in state courts in Delaware, Georgia, Illinois, Mississippi, Missouri, New York and Texas -- of which 1,000 claims have been dismissed, either voluntarily or by summary judgment, and about 800 claims remain. "We believe that these matters will not have a material adverse effect on our results of operations or financial position," Mr. Paterson said. As of December 31, 2009, the Company employed approximately 12,100 people, of whom approximately 8,800 were represented by bargaining units. The unionized employees are represented predominantly by the Communications, Energy and Paperworkers Union in Canada and predominantly by the United Steelworkers Union in the U.S. As of February 28, 2010, there were 54,703,212 shares of AbitibiBowater Inc. common stock outstanding. A full-text copy of AbitibiBowater's 2009 Annual Report on Form 10-K is available at the SEC at: http://ResearchArchives.com/t/s?5ff7 ABITIBIBOWATER INC. Consolidated Balance Sheet As of December 31, 2009 ASSETS Cash and cash equivalents $774,000,000 Accounts receivables, net 644,000,000 Inventories, net 581,000,000 Assets held for sale 52,000,000 Other current assets 121,000,000 ----------------- Total Current Assets 2,172,000,000 Fixed assets, net 3,897,000,000 Goodwill 53,000,000 Amortizable intangible assets, net 473,000,000 Other Assets 517,000,000 ----------------- Total Assets $7,112,000,000 ================= LIABILITIES AND DEFICIT Liabilities not subject to compromise Current liabilities: Accounts payable and accrued liabilities $462,000,000 Debtor-in-possession financing 206,000,000 Short-term bank debt 680,000,000 Current portion of long-term debt 305,000,000 Liabilities associated with assets for sale 35,000,000 ----------------- Total current liabilities 1,688,000,000 Long-term debt, net of current portion 274,000,000 Pension & other post-retirement projected benefit obligations 89,000,000 Other long-term liabilities 162,000,000 Deferred income taxes 107,000,000 ----------------- Total liabilities not subject to compromise 2,320,000,000 Liabilities subject to compromise 6,761,000,000 ----------------- Total Liabilities 9,081,000,000 Commitments and contingencies Deficit: AbitibiBowater Inc. shareholders' deficit: Common stock 55,000,000 Exchangeable shares 173,000,000 Additional paid-in capital 2,522,000,000 Deficit (4,391,000,000) Accumulated other comprehensive loss (450,000,000) ----------------- Total AbitibiBowater, Inc. shareholders' (2,091,000,000) deficit Non-controlling interests 122,000,000 ----------------- Total deficit (1,969,000,000) ----------------- Total Liabilities and Deficit $7,112,000,000 ================= ABITIBIBOWATER INC. Consolidated Statement of Operations Year Ended December 31, 2009 Sales $4,366,000,000 Costs and expenses Cost of sales 3,343,000,000 Depreciation, amortization & cost of timber 602,000,000 Distribution costs 487,000,000 Selling & administrative expenses 198,000,000 Impairment of goodwill - Closure costs, impairment of assets 202,000,000 Arbitration award - Net gain on disposition of assets (91,000,000) ----------------- Operating loss (375,000,000) Interest expense (597,000,000) Other (expense) income, net (71,000,000) ----------------- Loss before reorganization items (1,043,000,000) Reorganization items (639,000,000) ----------------- Loss before income taxes & extraordinary item (1,682,000,000) Income tax benefit 122,000,000 ----------------- Loss before extraordinary item (1,560,000,000) Extraordinary loss on expropriation of assets - ----------------- Net loss including non-controlling assets (1,560,000,000) Net loss (income) attributable to non-controlling interests 7,000,000 ----------------- Net (loss) income attributable to AbitibiBowater, Inc. ($1,553,000,000) ================= ABITIBIBOWATER INC. Consolidated Statement of Cash Flows Year Ended December 31, 2009 Cash flows from operating activities: Net loss including non-controlling interests ($1,560,000,000) Adjustments to reconcile net loss Extraordinary loss on expropriation of assets - Share-based compensation 4,000,000 Depreciation, amortization & cost of timber 602,000,000 Impairment of goodwill - Closure costs, impairment of assets 170,000,000 Write-downs of mill stores inventory 17,000,000 Deferred income taxes (118,000,000) Net pension contributions (150,000,000) Net gain on disposition of assets (91,000,000) Gain on extinguishment of debt - Amortization of debt discount (57,000,000) Loss (gain) on translation of foreign debt 62,000,000 Non-cash reorganization items, net 535,000,000 DIP financing costs 31,000,000 Changes in working capital: Accounts receivable 159,000,000 Inventories 101,000,000 Other current assets (29,000,000) Accounts payable 229,000,000 Other, net 27,000,000 ----------------- Net cash provided by (used in) operating activities 46,000,000 Cash flows from investing activities: Cash invested in fixed assets (101,000,000) Disposition of investment in Manicouagan 554,000,000 Disposition of timberlands & other assets 119,000,000 Increase in restricted cash (124,000,000) Decrease (increase) in deposit requirements 49,000,000 Cash received in monetization of derivative financial instruments 5,000,000 Cash acquired in the combination - Direct acquisition costs related to combination - Other investing activities, net - ----------------- Net cash provided by (used in) investing activities 502,000,000 Cash flows from financing activities: Cash dividends (7,000,000) DIP financing 261,000,000 DIP financing costs (31,000,000) Payment of DIP financing (55,000,000) Term loan financing - Term loan payments - Short-term financing, net (7,000,000) Issuance of long-term debt - Payments of long-term debt (118,000,000) Payments of financing & credit facility (9,000,000) Payment of equity issuance fees on convertible notes - ----------------- Net cash provided by financing activities 34,000,000 ----------------- Net increase (decrease) in cash & cash equivalents 582,000,000 ----------------- Cash and cash equivalents, beginning of year 192,000,000 ----------------- Cash and cash equivalents, end of year $774,000,000 ================= About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Wants to Sell 4 Canadian Mills for C$13.8MM --------------------------------------------------------------- AbitibiBowater, Inc., and its debtor-affiliates ask Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to allow Bowater Maritimes Inc., Bowater Canadian Forest Products Inc. and Abitibi-Consolidated Company of Canada, as sellers, to enter into the purchase and sale agreement with American Iron & Metal LP, as purchaser and American Iron and Metal Company Inc., as guarantor. The PSA sets the terms for the Debtors' sale of these four decommissioned pulp and paper mills and related real property in Canada as part of their continuing efforts to divest themselves of unprofitable and burdensome assets: * The Beaupre Mill, which was built in 1927 and is situated on approximately 54.7 hectares in Beaupre, Quebec; * The Donnacona Mill, which was built in 1914 and is situated in Donnacona, Quebec on approximately 34.8 hectares; * The Dalhousie Mill, which was built in 1926 and is situated on approximately 43.8 hectares in Dalhousie, New Brunswick; and * The Fort William Mill, which was built in 1922 and is situated on approximately 66 hectares in Thunder Bay, Ontario. ACCC is the beneficial owners, and ACI is the registered owner, on title of the Fort William and Beaupre Mills. ACI is a party to the PSA for the limited purpose of transferring the Land. Accordingly, the Motion only sees authority for BCFPI and Maritimes to enter into and consummate the Sale, Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, explains. Mr. Greecher relates that AbitibiBowater identified the Closed Mills as Canadian assets that were not part of its strategic plan and were therefore suitable for sale through the Chapter 11 Cases and CCAA Proceedings. Accordingly, with the approval and subject to the supervision of Ernst & Young, Inc., as monitor in the CCAA Proceedings, AbitibiBowater commenced a structured private sale process in Canada in October 2009. In February 2010, the Monitor distributed revised bid packages and extended the bid deadline to March 3, 2010. AbitibiBowater, with the Monitor's approval, determined that the Purchaser had submitted the next highest bid. Thus, AbitibiBowater started negotiating the PSA with the Purchaser -- a well-known demolition company that established business in Quebec -- which was in a position to close the sale quickly. The Purchaser's offer was not contingent on obtaining financing and in fact, provided the Sellers with a bank-issued proof of funds letter, says Mr. Greecher. Terms of the PSA Due to certain real property issues relating to the Fort William Mill, the PSA contemplates a two-part closing. An initial closing will take place five days after the Court approves the Sale, during which the Purchaser will pay C$8.7 million and certain related tax costs, as well as assume certain liabilities. In exchange, the Purchaser will acquire three of the four Closed Mills -- the Beaupre, Donnacona and Dalhousie Mills. Within 90 days of the First Closing, the Purchaser will pay Sellers an additional C$5 million as an advance against potential proceeds the Purchaser will obtain from the sale of paper machines relating to the Mills. The parties will have a second closing upon the completion of certain land swap transactions involving the Fort William Mill. At that time, the Purchaser will pay C$l million, some related tax costs and will assume certain liabilities. In exchange, the Purchaser will acquire the Fort William Mill. The Second Closing depends, among other things, on the consummation of land swap transactions as defined under the PSA. The PSA involves ancillary transactions that are mostly mechanical, and ensure that the Purchaser would have full legal access to the Fort William Mill. Currently the only public road access to the Fort William Mill is over a modest driveway and gatehouse area, which is leased from the Fort William First Nation Development Corp., which Lease has now expired. After the Second Closing is completed, ACI, as bare trustee for ACCC, will continue to be the owner of a landfill area which is currently part of the Fort William Mill site. Pursuant to the Land Swap Transactions, an unused portion of certain vacant land will be transferred by ACI to First Nation Development Corp. In exchange, First Nation Development Corp. will transfer to ACI a roughly equal area of land. As part of the Second Closing, the westerly portion of the Swap Lands will be transferred together with the Fort William Mill site proper to the Purchaser, in order to provide road access to the mill site. The remaining easterly portion of the Swap Lands will be retained by ACI to provide road access to its retained landfill lands. Absent the Land Swap Transactions, the Purchaser, as third party cannot access the Fort William Mill, and ACI cannot access its retained landfill site. Mr. Greecher contends that the proposed Sale Process is fair and reasonable, and that the PSA constitutes the best offer for the Closed Mills. While the Debtors received other offers that were facially higher in amount, none of the other bidders were able to satisfactorily demonstrate an ability to consummate a sale within a time frame, or on financial terms acceptable to AbitibiBowater, he notes. The Purchaser, on the other hand, had submitted the best offer and the low closing risk associated with the Sale. Significantly, the Purchaser provided proof of funds and agreed to assume and pay for the environmental liabilities associated with the Closed Mills -- costs that the Company believes the Purchaser has the financial wherewithal to absorb, Mr. Greecher tells the Court. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AFFINITY GROUP: S&P Assigns 'B-' Rating on $144.3 Mil. Senior Loan ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B-' issue-level rating (two notches above the corporate credit rating on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s $144.3 million senior secured term loan due 2015. The recovery rating is '1,' indicating S&P's expectations of very high (90%- 100%) recovery in the event of a payment default. The 'CCC' corporate credit rating on Affinity Group Holding and the negative outlook remain unchanged. Ratings List Affinity Group Holding Inc. Corporate Credit Rating CCC/Negative/-- Ratings Assigned Affinity Group Inc. Senior Secured $144.3 mil. Term Loan due 2015 B- Recovery Rating 1 AIMS WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $4.3 Million ----------------------------------------------------------------- AIMS Worldwide, Inc., filed on April 15, 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 $3,709,338 in assets, $8,113,530 of debts, and ($146,420) of minority interest, for a stockholders' deficit of $4,257,772. The Company reported a net loss of $2,140,693 on $5,726,003 of revenue for 2009, compared with a net loss of $1,491,856 on $13,963,060 of revenue for 2008. Turner, Jones & Associates, PLLC, in Vienna, Va., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses since its inception and has a net working capital deficiency at December 31, 2009. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?605a About AIMS Worldwide Based in Fairfax, Virginia, AIMS Worldwide Inc. (OTC BB: AMWW) -- http://www.aimsworldwide.com/-- is a vertically integrated marketing communications consultancy providing organizations with its AIMSolutions branded focused marketing solutions. ALAMO IRON: Gets Court's Nod to Hire Anthony Wolf as CRO -------------------------------------------------------- Alamo Iron Works, Inc., and its units received permission from the U.S. Bankruptcy Court for the Western District of Texas to employ BDO Consulting Corporate Advisors, LLC, as financial consultant and the firm's managing director Anthony F. Wolf as chief restructuring officer of Alamo. BCCA will, among other things: a. assist the Debtors with cash management and cash flow reporting process; b. manage the Debtors' purchasing process and plan; c. manage the Debtors' efforts to obtain debtor-in-possession financing; and d. managing the day to day operations of the Debtors' business. BCCA will be paid based on the hourly rates of its personnel: Partners/Managing Directors $500-$800 Directors/Senior Managers $350-$600 Managers $275-$395 Seniors $200-$350 Staff $150-$225 Mr. Wolf assures the Court that BCCA is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. San Antonio, Texas-based Alamo Iron Works, Inc., filed for Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. W.D. Texas Case No. 10-51269). David S. Gragg, Esq., at Langley & Banack, Inc, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000 as of the Petition Date. ALLBRITTON COMMUNICATIONS: Moody's Assigns 'B2' Rating on Bonds --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the proposed senior bonds of Allbritton Communications Company and upgraded its corporate family and probability of default ratings to B2 from B3. Allbritton intends to use proceeds from the proposed $455 million bond issuance, combined with borrowings under its revolving credit facility, to repay its existing $455 million senior subordinated bonds due December 2012 and to pay related fees, expenses, and premiums. The company is also executing an amendment to extend the maturity of its existing revolving credit facility (unrated) and to reduce the commitment to $60 million from $65 million. The extension of maturities (to 2018 from 2012 for the bonds and to 2013 from August 2011 for the revolver) mitigates Moody's concerns surrounding refinancing risk, supporting the upgrade. Furthermore, Moody's now anticipates Allbritton will sustain lower leverage over the next several years due primarily to improving operating performance as well as repayment of outstanding borrowings under the revolving credit facility. Moody's expects to withdraw the B3 rating on the existing senior subordinated notes following repayment. Allbritton Communications Company -- Senior Unsecured Bonds, Assigned B2, LGD4, 57% -- Probability of Default Rating, Upgraded to B2 from B3 -- Corporate Family Rating, Upgraded to B2 from B3 -- Outlook, Stable Allbritton's B2 corporate family rating incorporates healthy margins and capacity to generate positive free cash flow created by its leading positions in most markets and from its news channel, tempered by the company's high leverage and vulnerability to cyclical advertising spending. Allbritton's lack of scale, concentration of revenue in the Washington, DC market and with a single broadcast network, and expectations that the resumption of distributions to its parent company will occur over time and will pressure free cash flow constrain the rating. The stable outlook reflects Moody's expectations that the economic cycle has bottomed and conditions are mending, and Allbritton will maintain leverage below 6 times debt-to-EBITDA and generate cash flow from operations less capital expenditures-to-debt of approximately 5%. The outlook and B2 corporate family rating incorporate some tolerance for the resumption of dividends provided the company funds them with free cash flow and maintains leverage below 6 times. The last rating action on Allbritton was February 25, 2010, when Moody's changed the ratings outlook to stable from negative. Allbritton Communications Company, headquartered in Arlington, Virginia, owns and operates television stations affiliated with ABC in six geographic markets. The company also owns NewsChannel 8, a 24 hour basic cable channel primarily focused on local news for the DC area. In November 2009, Allbritton divested Politico, a specialized newspaper and Internet site that serves Congress, congressional staffers, and others interested in the political electoral process. The Allbritton family indirectly controls the company, and its annual revenue is approximately $200 million. ALLBRITTON COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Arlington, Va.-based Allbritton Communications Co. to 'B' from 'B-'. The rating outlook is stable. At the same time, S&P assigned Allbritton's proposed $455 million senior notes due 2018 S&P's issue-level rating of 'B' (at the same level as its 'B' corporate credit rating on the company) with a recovery rating of '4', indicating S&P's expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. The company plans to use net proceeds of the notes offering and borrowings under its revolving credit facility to finance the purchase of its existing $455 million subordinated notes due 2012 pursuant to a tender offer. S&P expects to withdraw its rating on the existing subordinated notes due 2012 following the completion of this transaction. "The rating upgrade reflects Allbritton's recent EBITDA turnaround and modest discretionary cash flow generation, which S&P expects will continue as the economic recovery strengthens," said Standard & Poor's credit analyst Deborah Kinzer. "In addition, the company's extension of its debt maturities has eased S&P's liquidity concerns about the company." The 'B' rating reflects Allbritton's still-high (though subsiding) debt leverage, earnings and cash flow concentration as a result of limited portfolio diversity, the cyclicality of TV ad revenue, and a track record of shareholder-favoring financial policies. The company's good position in its TV markets and relatively good EBITDA margin in a peer comparison minimally offset these factors. Allbritton owns and operates a modest TV station portfolio covering one large and five midsize markets ranked from No. 9 to No. 67, reaching about 5% of U.S. TV households. Cash flow is heavily concentrated in the Washington, D.C., market. The bulk of the company's stations are affiliated with the ABC Network. This lack of operational diversity makes the company vulnerable to shifts in both ABC's prime-time ratings and the Washington/Virginia/Maryland economy. Allbritton's news programs rank No. 1 or No. 2 in early and late news in most of its markets. Strong news programming helps build stable and loyal audiences that, at times, can overcome weakness in network ratings. ALMATIS: Lawyers Tapped for Chapter 11 Filing --------------------------------------------- According to The Lawyer, Almatis and key parties have hired lawyers in connection with the aluminum producer's $1 billion restructuring effort, which includes a Chapter 11 bankruptcy filing in the U.S. and Oaktree Capital Management involved as post-bankruptcy investor: * Almatis has hired Michael Rosenthal at Gibson Dunn & Crutcher LLP as U.S. counsel. Almatis is represented in the U.K. by Linklaters partner Robert Elliott De Brauw Blackstone Westbroek partner Ruud Hermans in the Netherlands. * Oaktree Capital is represented by Kirkland & Ellis. Oaktree is being represented by Kirkland partners Kon Asimacopoulos, Jamie Sprayregen, Adam Paul and Leo Plank, and in the Netherlands by Loyens & Loeff partner Hendrik Van Druten. * Dubai International Capital (DIC), the international investment arm of Dubai Holding, the owner of Almatis, is represented by Weil Gotshal & Manges partner Mike Francies and Dutch firm Houthoff Buruma. * The senior lender coordinating committee is represented by Allen & Overy partners Ian Field and Rob Abendroth and senior counsel John Kibler. According to The Lawyer, Almatis was given the green light to file for Chapter 11 last week after a hearing at a Dutch court. The move follows a long-running dispute involving Almatis senior lenders and the owner. The Lawyer relates that DIC put forward its own refinancing plans last year which would have seen it inject $50 million into the Company, but it failed to receive the support of two-thirds of senior lenders. A plan drawn up by Oaktree Capital Management, which owns 46% of senior debt in Almatis, got support from the lenders. Almatis' restructuring plans would see the firm's $1 billion of debts reduced to $422 million under prepackaged Chapter 11 proceedings, which would leave Oaktree owning an 80% stake in Almatis. As reported in the Troubled Company Reporter-Europe on Monday, April 19, 2010, the Amsterdam Court of Appeals on April 12 turned down Dubai International Capital's petition to allow it more time to finalize and implement a refinancing plan for Almatis. About Almatis Almatis, operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. AMERICAN PIONEER: A.M. Best Cuts FSR to B+ From B++ --------------------------------------------------- A.M. Best Co. has revised the outlook to stable from negative and affirmed most of the financial strength ratings (FSR) and issuer credit ratings (ICR) of the primary insurance subsidiaries of Universal American Corp. (Universal American) (Rye Brook, NY) [NYSE: UAM], as well as all debt ratings on the shelf registration of Universal American. The rating affirmations reflect Universal American's established position in the U.S. senior health insurance market, positive operating performance and strengthened capitalization. Universal American currently serves over 1.9 million Medicare members. Enrollment growth for the organization was driven primarily by its Medicare Advantage Private Fee for Service (PFFS) and Medicare Prescription Drug Part D (PDP) products. Universal American continues to generate positive operating and net income results, with over $140 million of net income reported in 2009. Capitalization of Universal American's primary insurance subsidiaries strengthened considerably in 2009 due to positive operating results and the completion of a reinsurance transaction for essentially all of the organization's life and annuity business. The Medicare Advantage and PDP businesses are anticipated to generate good cash flows and positive operating results for the organization in the near term. Offsetting rating factors include Universal American's business and insurance risk concentration in Medicare products. Due to legislative changes, the Medicare Advantage PFFS product will no longer be available in non rural areas starting in 2011. As part of a long-term strategy, Universal American has been actively building network-based health maintenance organization and preferred provider organization products in core markets to enable migration to these products, thereby offsetting the loss of the PFFS product. There is the potential for enrollment losses in non rural regions where the organization does not have network-based products available. Future funding of the Medicare Advantage program is anticipated to continue to decline, and the pending minimum medical loss ratio requirements for Medicare Advantage products could pressure margins in the future. A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good) and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance Company (Lake Mary, FL) and Marquette National Life Insurance Company (Houston, TX). The outlook for these ratings also has been revised to stable from negative. The rating downgrades of American Pioneer Life Insurance Company and Marquette National Life Insurance Company are due to the change in the business written by these entities. Going forward, both companies will primarily write Medicare Supplemental business. This is not a primary line of business for the organization, and premiums for this product have continued to trend downward as Medicare Advantage products become more attractive to seniors due to their lower premiums and higher benefit levels. The outlook has been revised to stable from negative and the FSRs of B++ (Good) and ICRs of "bbb" have been affirmed for the following subsidiaries of Universal American Corp.: -- American Progressive Life & Health Insurance Company of New York -- Pennsylvania Life Insurance Company -- The Pyramid Life Insurance Company The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for the following subsidiaries of Universal American Corp.: -- Constitution Life Insurance Company -- SelectCare of Texas, LLC -- Union Bankers Insurance Company The FSR of B (Fair) and ICR of "bb+" have been affirmed for GlobalHealth, Inc., a subsidiary of Universal American Corp. The outlook has been revised to stable from negative and the ICR of "bb" has been affirmed for Universal American Corp. The outlook has been revised to stable from negative and the following indicative debt ratings on the $140 million shelf registration have been affirmed: Universal American Corp.: -- "bb" on senior unsecured debt -- "bb-" on subordinated unsecured debt -- "b+" on preferred stock AMERICOLD WAREHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 corporate family rating to Americold Warehouse Investment Portfolio LLC, a wholly-owned subsidiary of Americold Realty Trust. Moody's also assigned Ba3 rating to the proposed senior secured notes of A-WHIP. The rating outlook is stable. The 10-year senior secured notes will be secured on a first- priority basis by substantially all of the real estate assets of A-WHIP; Moody's estimates the value of the collateral to exceed the amount of the proposed bond issuance. The notes will benefit from the covenants limiting indebtedness to 60% of assets, coverage to above 2x, as well as imposing limitations on liens, restricted payments, transactions with affiliates and asset sales. The proceeds from the issuance will be used to pay off a portion of the debt at A-WHIP's predecessor entity, Versacold. A-WHIP's rating reflects a nationally diversified portfolio of good quality temperature-controlled warehouses with a diverse tenant base and long-term customer relationships. As part of Americold's national network, A-WHIP's portfolio is an integral part of the distribution chain for a number of large manufacturers rated investment grade by Moody's primarily in the food and related industries. The rating also benefits from moderate leverage at approximately 50% of undepreciated book value of assets or 4.1x net debt/EBITDA for YE09 and from strong fixed charge coverage of 2.8x for YE 2009 (although with the adjustment for rent expense, fixed charge coverage would be lower). The ratings also incorporate the expected static nature of the portfolio. No acquisitions or significant developments are anticipated at the A-WHIP level. According to Moody's, key credit challenges for A-WHIP include relatively low EBITDA margins (under 20%), as well as the shorter term nature of the warehouse contracts (typically 3-4 years) and a large proportion of month-to-month tenancy (approximately 45% of revenues). Moody's acknowledges that despite the limited duration of warehouse contracts, both Americold and A-WHIP benefit from enduring customer relationships spanning multiple decades in a number of cases, notwithstanding numerous management and sometimes ownership changes. In addition, changing temperature-controlled warehouse providers is fairly expensive for the customers, not only in financial terms, but also from the perspective of operational and reputational risk. A-WHIP's liquidity is stable with approximately $6 million of cash, minimal near-term debt maturities and working capital needs, coupled with a $35 mm working capital line of credit. The stable rating outlook reflects the low volatility of the cold storage business, A-WHIP's long-standing customer relationships and stable credit metrics. Upward rating movement would be challenging and would depend on A- WHIP strengthening its performance and credit metrics above its pro forma levels (such as fixed charge consistently in excess of 3x), as well as the strengthening of Americold's credit profile. Downward rating pressure would result from a deterioration in A- WHIP's operations as evidenced by fixed charge below 2.4x or any change in strategy involving increased leverage. Weakening of Americold's credit profile would also be viewed negatively. These ratings were assigned with a stable outlook: * American Warehouse Industrial Portfolio LLC -- corporate family rating at Ba3. * American Warehouse Industrial Portfolio LLC -- $300 million 10 year secured notes at Ba3. This is the first time Moody's rates Americold Warehouse Investment Portfolio LLC. Americold Realty Trust, headquartered in Atlanta, Georgia, USA, is a REIT controlled by the investment funds associated with The Yucaipa Companies, LLC focusing on the ownership, operation, acquisition and development of temperature-controlled warehouses. As of December 31, 2009, pro forma, Americold's portfolio encompasses 173 properties totaling approximately 43.4 million square feet located throughout the US, Australia, New Zealand and Argentina. The REIT's reported pro forma assets are approximately $2.8 billion, and shareholders' equity is approximately $1 billion. Americold Warehouse Investment Portfolio LLC is a wholly-owned subsidiary of Americold Realty Trust. Pro forma, its portfolio comprises 54 temperature controlled warehouses totaling 14.3 million square feet located throughout the US. A-WHIP's reported pro forma assets total $827 million while its shareholders' equity is $295 million. AMWINS GROUP: Moody's Affirms Corporate Family Rating at 'B2' ------------------------------------------------------------- Moody's Investors Service has affirmed the B2 corporate family rating of AmWINS Group, Inc., following the announcement that AmWINS has acquired Colemont Insurance Brokers, a Texas-based specialty insurance broker with a significant international presence. Moody's has also affirmed the B2 ratings on AmWINS's first-lien credit facilities and the B3 rating on its second-lien credit facility. The rating outlook for the company is stable. "The Colemont purchase has enhanced the group's product and geographic diversification," said Bruce Ballentine, Moody's lead analyst for AmWINS, "while moderately improving the firm's financial profile, given that a majority of the consideration was in the form of equity." Offsetting these benefits, the Colemont deal brings to AmWINS the challenges of integrating two sizable US brokerage operations and of managing several international units at various stages of development. Also, like other brokers, AmWINS faces headwinds from the weak US economy and the prolonged soft market for commercial property & casualty insurance. "We expect that management will concentrate on the Colemont integration in the near term, and will then resume making smaller acquisitions to complement organic growth," said Mr. Ballentine. The Colemont acquisition is the largest completed by AmWINS since its leveraged acquisition of American Equity Underwriters, Inc. in June 2007. AmWINS funded the Colemont purchase through a combination of newly issued equity, incremental borrowings and cash on hand. The incremental borrowings include a $20 million drawdown under the firm's first-lien revolving credit facility and a $15 million drawdown under the accordion feature of its first- lien term loan. AmWINS's total credit facilities now include a $50 million first-lien revolver maturing in 2013 (rated B2 -- approximately $20 million outstanding), a $290 million first-lien term loan due in 2013 (rated B2) and a $100 million second-lien term loan due in 2014 (rated B3). The credit facilities are secured by substantially all assets of AmWINS and guaranteed by substantially all of its subsidiaries. Moody's cited these factors that could lead to an upgrade of AmWINS's ratings: (i) adjusted (EBITDA - capex) coverage of interest exceeding 2.5x, (ii) adjusted free-cash-flow-to-debt ratio exceeding 6%, and (iii) adjusted debt-to-EBITDA ratio below 4.5x. Moody's cited these factors that could lead to a downgrade of the company's ratings: (i) adjusted (EBITDA -capex) coverage of interest below 1.5x, (ii) adjusted free-cash-flow-to-debt ratio below 3%, or (iii) adjusted debt-to-EBITDA ratio above 6.5x. The last rating action on AmWINS took place on May 15, 2007, when Moody's assigned the B2 CFR along with the B2 ratings on the first-lien credit facilities and the B3 rating on the second-lien credit facility. Based in Charlotte, North Carolina, AmWINS is a leading wholesale distributor of specialty insurance products and services. Following the Colemont acquisition, the firm operates under the AmWINS name through four divisions: AmWINS Brokerage, AmWINS Underwriting, AmWINS Group Benefits and Colemont Global Group. Pro forma yearly premium placements by the combined firm amount to approximately $4.8 billion ($3.5 billion by legacy AmWINS plus $1.3 billion by Colemont). The firm is ultimately owned by Parthenon Capital, LLC; Wachovia Capital Partners; AmWINS management and employees; and other parties. APRIA HEALTHCARE: Moody's Confirms 'Ba3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Apria Healthcare Group Inc., including the Ba3 Corporate Family Rating and Ba3 Probability of Default Rating, as well as the Ba2 on the $700 million Senior Secured A-1 Notes due 2014 and the B1 rating on the A-2 Notes. This concludes the review for possible downgrade that Moody's initiated on March 31, 2010. The ratings review followed the announcement that the company was pursuing a consent agreement from its lenders to fund a one-time distribution in an amount up to $500 million to its equity holders with new debt and balance sheet cash. It is Moody's understanding that the company is no longer pursuing the consent to execute the dividend recapitalization. However, Moody's believes there continues to be risk that Apria and its equity sponsors will pursue a similar transaction, which could put downward pressure on the ratings. As a result, Moody's has changed the outlook to negative from stable. The Ba3 CFR is supported by Apria's scale as the leading provider of home healthcare products and services in the US, and significant market share in key business segments. Further Apria benefits from good diversity by geography and payor as Medicare constitutes only roughly one-quarter of revenues, lower than many competitors. Moreover, the reimbursement environment appears to be considerably more stable than it was at the time the original ratings were assigned in October 2008. Apria encountered significant reimbursement cuts in 2009 but was able to offset the impact by underlying growth in the business as well as from cost saving initiatives. As 2009 was a transition year for Apria, absorbing reimbursement cuts and executing on significant restructuring plans, financial metrics, including free cash flow and interest coverage are weak for the Ba3 rating category. However, Moody's expect reported financial performance to improve considerably in 2010 as restructuring and severance costs taper off and the company realizes more of the cost savings generated by its restructuring initiatives. Based on 2009 performance and the business momentum the company has built, Moody's believes there is a good fundamental outlook for Apria. The ratings consider risks related to the on-going restructuring program, (e.g., projected cost savings are not fully realized) and longer-term risk of future reimbursement pressure. Moody's confirmed these ratings: * Ba2 (LGD 3, 35%) on the existing $700 million A-1 notes due 2014; * B1 (LGD5, 81%) on the $317.5 million A-2 notes due 2014 * Corporate Family Rating of Ba3; and * Probability of Default Rating of Ba3. The ratings outlook is negative. The last rating action was on March 31, 2010, when Moody's placed the ratings under review for downgrade. Apria's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of Apria's core industry and Apria's ratings are believed to be comparable to those other issuers of similar credit risk. Apria Healthcare Group Inc., headquartered in Lake Forest, CA, provides home respiratory therapy and home medical equipment (56% of revenues) and home infusion therapy (44%) through approximately 500 locations serving patients in all 50 states. Revenues for the twelve months ended December 31, 2009, approximated $2.1 billion. APRIA HEALTHCARE: S&P Raises Rating on $317 Mil. Notes to 'BB-' --------------------------------------------------------------- Standard & Poor's Rating Services raised its rating on Apria Healthcare Group Inc.'s $317 million senior secured A-2 notes to 'BB-' from 'B+', reflecting S&P's revised outlook on recovery of these notes. S&P revised the recovery rating on the A-2 existing notes to '4', indicating its expectation for average (30%-50%) recovery in the event of payment default, from '5'. In addition, S&P affirmed all of S&P's other ratings on Apria, including the 'BB-' corporate credit rating. "S&P's rating on Apria reflects the company's aggressive leverage, exposure to third-party reimbursement, and pricing decisions," said Standard & Poor's credit analyst Tahira Wright. These risks dominate the company's business risk profile despite Apria's leading position in providing specialized home health care services and equipment that generates significant cash flows. Following the late 2007 debt-financed acquisition of infusion therapy provider Coram, respiratory therapy revenues were reduced to about half of Apria's total revenues; infusion therapy increased to roughly 44%. However, because government programs still account for nearly 30% of total revenues, the company has been subject to significant reimbursement risk, particularly with Medicare in respiratory. Caps on oxygen rental fees that Medicare implemented in 2009 hurt Apria's respiratory therapy business, which generates over half of the company's total Medicare revenues (Medicare oxygen accounts for 10% of total revenues). This and a 9.5% nationwide Medicare cut for durable medical equipment on competitive bidding markets affected overall financial results. Commercial third-party payor pricing (about two-thirds of Apria's revenues) has been fairly flat in the past few years, and S&P expects it to remain so. Although the company has no significant concentration with any single commercial payor, pricing and contract turnover remain risks to the rating. The company has implemented certain strategies where efficiencies and savings should help support improved earnings beyond organic revenue growth. These include purchasing initiatives, improved inventory management, and synergies at Coram. ARTISAN HOTEL: Files List of 20 Largest Unsecured Creditors ----------------------------------------------------------- The Artisan Hotel & Spa LLC has filed with the U.S. Bankruptcy Court for the District of Nevada a list of its 20 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Citizens Bank P.O. Box 378 Oregon, MS 64473-0378 Bank Loan $1,800,000 515 Washvada Investments, LLC Attn: Neil Beller 8408 W. Sahara Avenue Las Vegas, NV 89117 $487,111 1837 Tennvada Inv. LLC 7408 W. Sahara Aenue Las Vegas, NV 89117 $178,500 Nevada Power Co. Trade Debt $50,000 Clark County Treasurer $41,295 NV Energy $36,585 City of Las Vegas $19,001 1835 Nevasee Investments LLC $18,135 NV Energy $17,610 Pegasus Solutions Companies $13,613 NV Energy $11,913 HD Supply Facilities $7,565 United Healthcare Insurance Company $7,333 Las Vegas Valley Water $7,322 Southwest Gas Corporation $7,241 Verizon Wireless $7,241 NV Energy $7,205 Embarq $6,263 Moon Valley Nursery $5,985 Las Vegas Valley Water $5,699 The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/-- operates the Artisan Hotel & Spa in Las Vegas, Nevada. The Company filed for Chapter 11 protection on Dec. 9, 2009 (Bankr. D. Nev. Case No. 08-24684). David J. Winterton, Esq., at David J. Winterton & Assoc. Ltd., represented the Debtor in its restructuring effort. In its petition, the Debtor posted assets of between $10 million and $50 million, and debts of between $1 million and $10 million. Vic Kolenc at El Paso Times reported that the bankruptcy court converted the Chapter 11 case of The Artisan Hotel & Spa LLC to Chapter 7 liquidation. ARTISAN HOTEL: Files Schedules of Assets & Liabilities ------------------------------------------------------ Artisan Hotel & Spa filed with the U.S. Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $16,200,000 B. Personal Property $2,193,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,000,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,850,000 ----------- ----------- TOTAL $18,393,000 $7,850,000 The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/-- operates the Artisan Hotel & Spa in Las Vegas, Nevada. The Company filed for Chapter 11 protection on Dec. 9, 2009 (Bankr. D. Nev. Case No. 08-24684). David J. Winterton, Esq., at David J. Winterton & Assoc. Ltd., represented the Debtor in its restructuring effort. In its petition, the Debtor posted assets of between $10 million and $50 million, and debts of between $1 million and $10 million. Vic Kolenc at El Paso Times reported that the bankruptcy court converted the Chapter 11 case of The Artisan Hotel & Spa LLC to Chapter 7 liquidation. ARTISAN HOTEL: Gets OK to Hire David J. Winterton as Local Counsel ------------------------------------------------------------------ The Artisan Hotel & Spa, LLC, obtained authorization from the Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the District of Nevada to employ David J. Winterton & Assoc., Ltd., as local counsel. David J. Winterton will: a. attend hearings; b. prepare a plan of reorganization; c. counsel the client; and d. provide other representation necessary to reorganize the Debtor. David J. Winterton will be paid based on the hourly rates of its personnel: Attorneys $200-$300 Paralegals $125 To the best of the Debtor's knowledge, David J. Winterton is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/-- operates the Artisan Hotel & Spa in Las Vegas, Nevada. The Company filed for Chapter 11 protection on Dec. 9, 2009 (Bankr. D. Nev. Case No. 08-24684). In its petition, the Debtor posted assets of between $10 million and $50 million, and debts of between $1 million and $10 million. The bankruptcy court converted the Chapter 11 case of The Artisan Hotel & Spa LLC to Chapter 7 liquidation. ARTISAN HOTEL: Wants to Hire Christensen Law as Bankr. Counsel -------------------------------------------------------------- The Artisan Hotel & Spa, LLC, has sought permission from the U.S. Bankruptcy Court for the District of Nevada to employ Thomas Christensen, Esq., at Christensen Law Offices, LLC. Christensen Law will: a. advise the estate of its right and obligations in regards to a very valuable asset of the estate, the Debtor's first-party bad faith claim against its premises liability insurer, Sirius America Insurance Company; b. represent the estate in proceedings against Sirius and to collect on the asset valued at anywhere from $1 million to $9 million; c. assist the estate in developing legal positions and strategies with respect to all facets of the bad faith action; and d. provide other counsel and advice as the Debtor may require connection with the Debtor's bad faith action. Christensen Law seeks to be retained on a contingency basis as the customary and standard percentage the Christensen Law charges for similar representation, plus reimbursement of actual and necessary expenses incurred by Christensen Law in performing the duties. The usual and customary percentage Christensen charges for similar services is 33-1/3% of any recovery received prior to filing a lawsuit against Sirius on behalf of the estate, and 40% of any recovery received after filing a lawsuit against Sirius on behalf of the estate. Mr. Christensen assures the Court that he is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/-- operates the Artisan Hotel & Spa in Las Vegas, Nevada. The Company filed for Chapter 11 protection on Dec. 9, 2009 (Bankr. D. Nev. Case No. 08-24684). In its petition, the Debtor posted assets of between $10 million and $50 million, and debts of between $1 million and $10 million. Vic Kolenc at El Paso Times reported that the bankruptcy court converted the Chapter 11 case of The Artisan Hotel & Spa LLC to Chapter 7 liquidation. ASAP OVERHEAD: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: ASAP Overhead Door, Inc. dba ASAP Fence Company 4421 Garland Drive Haltom City, TX 76117-1812 Bankruptcy Case No.: 10-42645 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Dennis Morrow, Esq. P.O. Box 446 Weatherford, TX 76086 Tel: (817) 613-3801 Fax: (817) 599-5020 E-mail: dmorrowlaw@gmail.com Estimated Assets: $100,001 to $500,000 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/txnb10-42645.pdf The petition was signed by Grant McCrary, president. ASSOCIATED MATERIALS: S&P Puts 'CCC+' on CreditWatch Positive ------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'CCC+' corporate credit and issue-level ratings on Associated Materials LLC and its parent company, AMH Holdings LLC, on CreditWatch with positive implications. AMH Holdings LLC is a holding company with no direct operations and depends on cash flow from Associated Materials to meet its debt obligations. Standard & Poor's Ratings Services views AMH and Associated Materials as a consolidated enterprise. "The CreditWatch placement follows the recent improvement in Cuyahoga Falls, Ohio-based Associated Materials LLC's operating conditions as a result of stabilizing, albeit at a low level, residential end markets," said Standard & Poor's credit analyst Tobias Crabtree. Specifically, sales for the quarter-ended Jan. 2, 2010, were $274 million, or relatively in-line with the prior year's same period, reflecting a significant improvement in the company's vinyl windows business offset somewhat by weak vinyl siding sales. In addition, adjusted EBITDA for the year-ended Jan. 2, 2010, improved to approximately $112 million, compared with about $98 million for the previous year, primarily as a result of the realization of prior cost reduction initiatives. Although S&P believes new construction will remain weak compared with historical levels, repair and remodeling end markets, where AMH generates a majority of its sales, are likely to get a modest boost from increased foreclosures, energy efficiency initiatives, and higher consumer spending on delayed home maintenance and repairs. Specifically, S&P expects repair and remodeling spending in 2010 to increase by about 3% to 5%, compared to an 8% decline in 2009. As a result, even a modest improvement in AMH's sales volumes could result in its trailing-12-month EBITDA improving in excess of 10% from its current levels given its current cost structure. Furthermore, interest coverage is likely to improve from its current level of 1.3x. Still, a significant portion of the company's cash flow from operations is needed to meet its projected cash interest expense of approximately $68 million for 2010. As of Jan. 2, 2010, total adjusted debt to EBITDA (including approximately $431 million of AMH Holdings' 11.25% senior discount notes due 2014 and about $13 million of AMH Holdings II Inc.'s 20% senior notes due 2014) was about 7.3x, compared to 8.8x for the previous year. In resolving S&P's CreditWatch listing, Standard & Poor's expects to assess the sustainability of the company's recent operating performance with regards to S&P's expectations for a gradual recovery in residential construction activity in 2010. Specifically, S&P will review its expectations of AMH's near- and intermediate-term operating performance and credit metrics given S&P's view of a slowly improving residential construction market for 2010. ATLANTIC BANCGROUP: Mauldin & Jenkins Raises Going Concern Doubt ---------------------------------------------------------------- Atlantic BancGroup, Inc., filed on April 15 its annual report on Form 10-K for the year ended December 31, 2009. Mauldin & Jenkins, CPA's, LLC, in Albany, Ga., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered significant losses from operations and capital has been significantly depleted due to the economic downturn. The Company reported a net loss of $7.2 million on $7.1 million of net interest income before provision for loan losses for 2009, compared with a net loss of $1.9 million on $6.9 million of net interest income before provision for loan losses for 2008. The Company's balance sheet as of December 31, 2009, showed $297.4 million in assets, $287.7 million of liabilities, and $9.7 million of stockholders' equity. At December 31, 2009, the Company had net loans receivable of $194.2 million ($203.0 million in 2008) and deposit liabilities of $270.0 million ($239.8 million in 2008). A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6057 Jacksonville Beach, Fla.-based Atlantic BancGroup, Inc., a registered bank holding company under the Bank Holding Company act of 1956, owns all of the voting shares of Oceanside Bank, a Forida state-chartered commercial bank. BIOVEST INT'L: Has Deal with Largest Creditor on Ch. 11 Exit ------------------------------------------------------------ Biovest International, Inc., and its largest creditor, Laurus Master Fund, Ltd., including Laurus' affiliates and assignees, have reached a settlement to restructure the Company's debt and address the business issues, representing a major step toward Biovest filing a Plan of Reorganization to emerge from Chapter 11. As required by the settlement, Biovest filed a motion seeking approval of the settlement terms with the U.S. Bankruptcy Court, Middle District of Florida. Key elements of the settlement with Laurus are: -- Restructuring of approximately $30.2 million of prepetition indebtedness, consisting primarily of short-term obligations, into two notes aggregating to $29.1 million with the commencement of scheduled payments of principal and interest deferred until two years after Biovest emerges from Chapter 11 -- Reduction of royalties to Laurus and other parties based on sales of Biovest's personalized cancer vaccine, BiovaxID(R), from 35.0% to 6.25% -- Elimination of all royalties based on the sales of Biovest's automated bio-manufacturing system for personalized medicines and cell-based products, AutovaxID(TM), including the remaining $7.5 million balance of a previously guaranteed minimum royalty payment -- Cancellation of all warrants issued to Laurus, including roughly 23.4 million warrants to purchase Biovest common shares at an exercise price of $0.01 per share -- Laurus's receipt of a 9.99% equity stake in Biovest, subject to resale restrictions and will support and vote for acceptance for Biovest's Plan of Reorganization Biovest President Samuel S. Duffey, stated, "This settlement represents an extremely positive development for Biovest, and I am appreciative that Laurus, as our largest senior secured creditor, has placed such a strong vote of confidence in the Company and its management. With this settlement, we have restructured the significant business arrangements necessary to pave the way for the commercialization and licensing potential of BiovaxID. Additionally, by delaying for two years all principal and interest payments, this settlement significantly enhances our financial position and supports our goal of obtaining marketing approval for BiovaxID." About Biovest International Based in Tampa, Florida, Biovest International Inc. (Other OTC: BVTI) -- http://www.biovest.com/-- is a pioneer in the development of advanced individualized immunotherapies for life- threatening cancers of the blood system. Biovest is a majority- owned subsidiary of Accentia Biopharmaceuticals Inc., with its remaining shares publicly traded. Biovest filed for Chapter 11 bankruptcy protection on November 10, 2008 (Bankr. M.D. Fla. Case No. 08-17796). BOISE PAPER: S&P Changes Outlook to Positive, Affirms 'BB-' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on Boise Paper Holdings LLC to positive from stable. At the same time, S&P affirmed all of the ratings, including the 'BB-' corporate credit rating, on the company. "The outlook revision reflects Boise Paper's improving financial risk profile following substantial debt reduction in 2009, and prospects for gradually stronger demand and prices as the U.S. economy recovers," said Standard & Poor's credit analyst Pamela Rice. The company's total adjusted debt at Dec. 31, 2009, was $957 million, $300 million less than a year earlier. Along with higher earnings and cash flow, adjusted debt to EBITDA strengthened to 3.8x and funds from operations to debt improved to 17.6% as of Dec. 31, 2009, from 6.1x and 12.4%, respectively, as of year-end 2008. Moreover, S&P believes Boise Paper's earnings should improve in 2010 because of modestly growing volumes and rising selling prices that more than offset higher costs. In S&P's view, adjusted EBITDA could increase modestly to at least $260 million for 2010 from $250 million, excluding alternative fuel mixture tax credits, for 2009, which along with additional debt reduction, could result in adjusted debt to EBITDA declining to the mid-3x area at Dec. 31, 2010. For 2011, S&P believes EBITDA could improve to about $285 million, given its expectations for the U.S. economy, unemployment, and market conditions. If operating results improve in line with these expectations, S&P could raise the corporate credit rating to 'BB'. Specifically for the higher rating, S&P would need to expect that leverage would be less than 3.5x, with FFO to debt more than 20%. The outlook is positive, reflecting S&P's expectations that Boise Paper should continue to moderately reduce debt, and that its earnings should benefit over the next several quarters from gradually improving volumes and prices as the U.S. economy recovers. S&P could raise the corporate credit rating to 'BB' if credit metrics continue to strengthen sufficiently such that S&P expected adjusted debt to EBITDA to decline to less than 3.5x and FFO to total debt to increase to over 20%. An upgrade would also be predicated on S&P's expectation that management would pursue any investments or growth opportunities in a manner that would be consistent with the higher rating. S&P could revise the outlook to stable if the U.S. economic recovery falters or S&P experience a "double dip" recession and demand drops substantially, or if price increases are insufficient to offset higher input costs and credit metrics do not improve from current levels. BOND RANCH: Gets Interim Nod to Hire Squire as Bankruptcy Counsel ----------------------------------------------------------------- The Bond Ranch At Del Rio Springs, LLC, sought and obtained interim authorization from the Hon. Redfield T. Baum, Sr., of the U.S. Bankruptcy Court for the District of Arizona to employ Squire, Sanders & Dempsey L.L.P. as bankruptcy counsel. Squire Sanders will, among other things: a. attend meetings and negotiate with representatives of creditors and other parties-in-interest and advising and consulting on the conduct of this case, including all of the legal and administrative requirements of operating in Chapter 11; b. assist the Debtor with the preparation of its Schedules of Assets and Liabilities and Statements of Financial Affairs; c. advise the Debtor in connection with any contemplated sales of assets or business combinations, including the negotiation of asset, stock, purchase, merger or joint venture agreements, formulate and implement appropriate procedures with respect to the closing of any such transactions, and counseling the Debtor in connection with the transactions; and d. advise the Debtor in connection with any post-petition financing and cash collateral arrangements and negotiating and drafting documents relating thereto, providing advice and counsel with respect to prepetition financing arrangements, and negotiating and drafting documents relating thereto. Squire Sanders will be paid based on the hourly rates of its personnel: New Associates $275 Senior Partners $710 New Project Assistants $100 Senior Paralegals $225 To the best of the Debtor's knowledge, Squire Sanders is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court has set a final hearing for May 6, 2010, at 10:00 a.m. on the Debtor's request to hire Squire Sanders as bankruptcy counsel. The Bond Ranch at Del Rio Springs LLC filed for Chapter 11 protection in Phoenix on April 8 (Bankr. D. Ariz. Case No. 10-10174). According to Bloomberg News, the Debtor, also known as The Bond Ranch and as Del Rio Springs, listed assets in the range of $50 million to $100 million and debts ranging from $10 million to $50 million. BOND RANCH: Section 341(a) Meeting Scheduled for June 4 ------------------------------------------------------- The U.S. Trustee for Region 14 will convene a meeting of Richard Fuscone's creditors on June 4, 2010, at 11:00 a.m. The meeting will be held at the U.S. Trustee Meeting Room, City Council Chambers, 201 South Cortez, Prescott, AZ. 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. Armonk, New York-based Richard Fuscone filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No. 10-22675). Lawrence F. Morrison, Esq., at Meister Seelig & Fein, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Bond Ranch at Del Rio Springs LLC filed for Chapter 11 protection in Phoenix on April 8 (Bankr. D. Ariz. Case No. 10-10174). According to Bloomberg News, the Debtor, also known as The Bond Ranch and as Del Rio Springs, listed assets in the range of $50 million to $100 million and debts ranging from $10 million to $50 million. BRIGGS-COCKERHAM, LLC: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Briggs-Cockerham, LLC 4017 Prestonwood Drive Carrollton, TX 75101 Bankruptcy Case No.: 10-41219 Chapter 11 Petition Date: April 16, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Tracey Ford Spillman, Esq. 15455 Dallas Parkway, Suite 600 Addison, TX 75001 Tel: (972) 881-8314 Fax: (214) 618-0714 E-mail: tracey@ford-spillman.com Estimated Assets: $1,000,001 to $10,000,000 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 Michael W. Briggs, member. BROOKSIDE TECHNOLOGY: Vicis Invests Add'l $3-Mil. in Equity ----------------------------------------------------------- Brookside Technology Holdings Corp. disclosed that on Monday, April 12, 2010, Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, and the Company's largest preferred shareholder, invested an additional $3 million in equity and converted its subordinated promissory note, in the original principal amount of $1.5 million, into shares of series A convertible preferred stock of the Company. Additionally, the Company entered into a loan amendment with its senior lender, Chatham Credit Management III LLC, the Company's senior lender ("Chatham Capital"), which restructured the Company's senior credit facility to, among other things, waive of all prior defaults, extend the term of the senior loan to September 23, 2012, and eliminate and/or modifying certain financial covenants. Michael Nole, Chairman and CEO of Brookside, commented, "Brookside is extremely pleased with completing the financing and the restructuring of our senior credit facility. The Company's progress is a result of the tremendous efforts of our employees and the loyalty of our customers and our strategic partners." Mr. Nole continued, "We are extremely encouraged with the hiring and promotion of some key personnel throughout the company. At our Standard Tel Networks subsidiary, Michael Ferry, a well-respected industry veteran joined as the company's President and at our US Voice and Data operations Michael Tucker was promoted to Vice President of Operations. Our leadership and financial partnerships are now stronger than ever, and together with our loyal employees we will continue providing un-paralleled customer support. Building on this momentum, we will once again look for accretive acquisitions that align with our business model and further expand our national footprint." Shad Stastney, Managing Partner of Vicis, added, "As expected, the additional financing closed timely. Vicis has all the confidence in Brookside's management team and employees to continue to build on their 2009 efforts during a challenging time. We fully expect our equity investment will provide the necessary working capital for the Company to enhance its organic growth and target attractive acquisitions." About Brookside Technology Brookside Technology Holdings Corp., is the holding company for Brookside Technology Partners, Inc., US Voice & Data, LLC, Standard Tel Acquisitions, Inc., Trans-West Network Solutions, Inc., and Standard Tel Networks, LLC, and all operations are conducted through these wholly owned subsidiaries. Collectively, the subsidiary companies provide converged business communications products and services from Mitel, Inter-tel (owned by Mitel), Nortel and NEC. The Company, as the 2nd largest MITEL dealer, is recognized as a Diamond Dealer. Effective August 13, 2009, the Company and its senior creditor, Chatham Credit Management III, LLC, further updated its letter agreement dated May 29, 2009 pursuant to which, among other things, Chatham agreed, for the period July 31, 2009, through June 30, 2010, to suspend the Company's compliance of the minimum fixed charge coverage ratio and maximum leverage ratio contained in the credit agreement. The Company is in full compliance with its financial covenants under this agreement. BRUNDAGE-BONE: Seeks to Obtain Letters of Credit From Wells Fargo ----------------------------------------------------------------- netDockets reports that Brundage-Bone Concrete Pumping, Inc. and its affiliate, JLS Concrete Pumping, Inc., have asked the Bankruptcy Court to approve an amendment to the order approving their debtor-in-possession financing facility. netDockets relates that the proposed amendment would allow the Debtors to obtain an irrevocable standby letter of credit from their DIP lender, Wells Fargo Bank, which they require to collateralize a payment and performance bond issued in connection with a subcontract for Brundage-Bone to provide pumping services on a new project. On March 1, 2010, the Bankruptcy Court entered an order approving the Wells Fargo facility. Brundage-Bone has entered into a subcontract to provide services to M.A. Mortenson Company in connection with a wind farm being constructed in Goshen, Idaho. netDockets, citing exhibits to the Debtors' motion, says it appears that the estimated value of the subcontract is $95,000. That subcontract requires Brundage-Bone to acquire a payment and performance bond to secure its obligations. Brundage-Bone routinely obtained these types of bonds before the bankruptcy filing and normally provided collateral to bonding companies by providing cash. However, as a result of the bankruptcy filing, netDockets relates, the bonding company for the Mortenson subcontract, ACSTAR Insurance Company, is unwilling to accept cash as collateral for the bond and has demanded a $123,418.10 irrevocable standby letter of credit as collateral. Wells Fargo is willing to provide the letter of credit, subject to bankruptcy court approval and certain other terms, including: -- The letter of credit being cash collateralized in an amount sufficient to cover the face amount and all fees (approximately $130,000). -- A 4% issuance fee and "other standard Wells Fargo standby letter of credit fees". -- An expiration date that does not exceed the date of completion of the project by more than 90 days. About Brundage-Bone Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc., claim to be the largest providers of concrete pumping services in the U.S. JLS Concrete Pumping services California and Nevada from its corporate headquarters in Ventura and from satellite yards in Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula, Thousand Oaks, and Ventura. Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010 (Bankr. D. Col. Case No. 10-10758). According to the schedules, the Company has assets of $325,708,061, and total debts of $230,277,103. CALVARY BAPTIST: Files List of 20 Largest Unsecured Creditors ------------------------------------------------------------- Calvary Baptist Temple has filed with the U.S. Bankruptcy Court for the Southern District of Georgia a list of its 20 largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ Michael R. Funderburk, LLC 21 Acres $3,019,500 Trustee for Series II 2007 2020 Chatham (10,000,000 Bonds Parkway secured) Post Office Box 337 Savannah, Georgia (7,000,000 Buford, GA 30518 senior lien) Hunter Maclean Post Office Box 99848 Savannah, GA 31412 Trade Debt $200,503 Dan Deloach 12 Kolb Drive Savannah, GA 31406-3225 Trade Debt $77,000 James W. Buckley 114 North Green Street Swainsboro, GA 30401 Trade Debt $53,692 Hutson Plumbing 329 Bonaventure Road Savannah, GA 31404 Trade Debt $11,875 Georgia Baptist Convention Trade Debt $8,485 Kern-Coleman & Co., LLC Trade Debt $7,815 Infinite Energy Trade Debt $2,667 Coastal Capital Advisors Trade Debt $2,627 The Haskins Company Trade Debt $1,994 National Envelope Trade Debt $1,876 Bio Corporation Trade Debt $1,635 Stagefront Presentations Trade Debt $1,368 Erickson Associates Trade Debt $1,380 U.S. Food Service Trade Debt $1,078 Inglesby, Falligant, Horne, Courington & Chisholm, P.C. Atty. Fees $1,062 Coastal Peper Sail Trade Debt $1,027 GE Capital Trade Debt $876 Total Networking Consulting Trade Debt $456 Gary Allen Trade Debt $434 Savannah, Georgia-based Calvary Baptist Temple filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case No. 10-40754). C. James McCallar, Jr., Esq., at McCallar Law Firm, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CALVARY BAPTIST: Section 341(a) Meeting Scheduled for May 11 ------------------------------------------------------------ The U.S. Trustee for the Southern District of Georgia will convene a meeting of Calvary Baptist Temple's creditors on May 11, 2010, at 12:00 p.m. The meeting will be held at Commerce Building, 222 West Oglethorpe Avenue, Room 304, Savannah, GA 31401. 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. Savannah, Georgia-based Calvary Baptist Temple filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case No. 10-40754). C. James McCallar, Jr., Esq., at McCallar Law Firm, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CAMPMED CASUALTY: A.M. Best Upgrades FSR to 'a' ----------------------------------------------- A.M. Best Co. has upgraded the financial strength rating (FSR) to A (Excellent) from B (Fair) and issuer credit rating (ICR) to "a" from "bb" of CampMed Casualty & Indemnity Company, Inc., of Maryland (CampMed) (Brunswick, MD). These ratings have been removed from under review with positive implications and assigned a stable outlook. In addition, A.M. Best has withdrawn the FSR of C (Weak) and ICR of "ccc" of Health Facilities Insurance Corporation, Ltd. (HFIC) (Hamilton, Bermuda), assigning an NR-5 (Not Formally Followed) to the FSR and "nr" to the ICR. The upgrading of CampMed's ratings reflects that it is now a member of The Hanover Insurance Group Property and Casualty Companies (The Hanover) (Worcester, MA). CampMed and HFIC were acquired by The Hanover Insurance Group, Inc. (Worcester, MA) [NYSE: THG] in March, 2010. The ratings for CampMed recognize The Hanover's strong risk-adjusted capitalization, through a 100% quota share reinsurance agreement. CATALINA LIGHTING: Evolution Acquires Assets Out of Chapter 11 -------------------------------------------------------------- Evolution Lighting LLC, an affiliate of Boyne Capital Partners, acquired the assets of Catalina Lighting out of Chapter 11 bankruptcy, according to Business Journal of South Florida. About Catalina Lighting Catalina Lighting Inc. is a maker of residential lighting products. Catalina, based in Miami, distributes its products to retailers including Wal-Mart, Lowes, OfficeMax, Sears, Staples Kmart and Bed Bath and Beyond. Catalina Lighting filed for Chapter 11 on Feb 25, 2010 (Bankr. S.D. Fla. Case No. 10-14786). Affiliate Catalina Industries also sought protection. Stephen P. Drobny, Esq., at Shutts & Bowen LLP, represents the Debtor in its Chapter 11 effort. CELL THERAPEUTICS: Pixantrone Follow-on Trial to Cost $24-Mil. -------------------------------------------------------------- Cell Therapeutics, Inc., on April 9, 2010, received a Complete Response Letter from the FDA -- the relevant deadline for an FDA decision was April 23, 2010. The FDA stated that it could not approve the Company's new drug application for pixantrone in its present form and recommended that the Company conduct an additional clinical study of pixantrone to demonstrate the safety and effectiveness of pixantrone. CTI said the expected amount of investment in a follow-on clinical study will depend on the final clinical study design to be agreed upon with the FDA. The Company currently anticipates the cost of such trial to range from $20 million to $24 million over the course of 18 to 24 months. The Company said sources of funding for the clinical study include current cash balance, potential additional capital raised through equity financing or from a potential development partnership. CTI has initiated discussions with Novartis in regards to development and commercialization of pixantrone. Novartis maintains an option to negotiate a license to pixantrone; however, the Company's discussions with Novartis are focused on amending Novartis's current option agreement to share in the development and commercial expenses for pixantrone and ultimately in the profits through traditional co-development, co-promotional agreement. The Company has called a Special Meeting on May 14, 2010, to ask shareholders to approve proposals, including a proposal to increase the Company's authorized common and preferred stock from 810,000,000 to 1,210,000,000 shares. If the shareholders approve the proposal, the Company's Board of Directors would have the option to issue such shares depending on the Company's financial needs and the market's opportunities if deemed to be in the best interest of shareholders. A full-text copy of the Company's press statement is available at no charge at http://ResearchArchives.com/t/s?605e On April 14, 2010, CTI sent a letter regarding the Company's Special Shareholders' Meeting to Italian participating banks whose clients hold CTI shares. An English translation of the letter is available at no charge at http://ResearchArchives.com/t/s?605f A notice of the meeting published in Italy 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: Pulls Back Projected Operating Expenses by 21% ----------------------------------------------------------------- Cell Therapeutics, Inc., has conducted an immediate reduction in force of 36 employees. The Company expects the reduction in force and elimination of previously planned increase in commercial personnel along with a reduction in planned operating expenses to result in savings of approximately $16 million in 2010. The Company's total projected operating expenses, excluding equity based compensation, are expected to be approximately $60 million in 2010, which is a 21% reduction from its previously projected estimates. As a result of reducing these expenses, the Company is targeting an average net operating burn rate of approximately $4.4 million per month starting in the second 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. CENTURY ALUMINUM: S&P Completes Review on Rated Debt Obligations ---------------------------------------------------------------- On April 12, 2010, Standard & Poor's Ratings Services completed a review of Century Aluminum Co.'s (B/Negative/--) rated debt obligations. The issue-level rating on Century's 8% secured notes due 2014 is 'B' (same as the corporate credit rating), and the recovery rating is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of a payment default. The issue-level rating on Century's 1.75% convertible notes due 2024 and 7.50% senior notes due 2014 is 'B' (same as the corporate credit rating). S&P revised the recovery rating on these obligations to '4', indicating S&P's expectation of average (30% to 50%) recovery in the event of a payment default, from '3'. S&P does not rate Century's $100 million asset-based revolving credit facility due September 2010. Approximately $249.6 million 8% secured notes were issued in exchange for the company's 7.5% senior notes due 2014 pursuant to exchange offers consummated through March 16, 2010. S&P understands that approximately $2.6 million of the 7.5% notes were not tendered in the exchange offers and remain outstanding. Ratings List Century Aluminum Co. Corporate credit rating B/Negative/-- 8% secured notes due 2014 B Recovery rating 3 Recovery Rating Revised To From ----------------------- -- ---- 1.75% convertible notes due 2024 B B Recovery rating 4 3 7.50% senior notes due 2014 B B Recovery rating 4 3 CHEMTURA CORP: Settles 2004 Class-Action Suit --------------------------------------------- Bill Rochelle at Bloomberg News reports that Chemtura Corp. agreed to settle a securities class-action suit for $11.4 million by using directors' and officers' insurance provided by National Union Fire Insurance Co. of Pittsburgh, Pennsylvania. According to the Bloomberg report, the class suit, filed in 2004, related to allegedly fraudulent statements made in securities filings between 1998 and 2004. At mediation, the case was settled in 2006 when Chemtura agreed to pay $20.7 million. As part of the settlement, Chemtura paid $11.4 million into escrow less than two months before the Chapter 11 filing. Because the money was not distributed before bankruptcy, Chemtura was able to take back the money and now negotiated a new settlement where the class will be paid with funds from the insurance company. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHESTER DOWNS: S&P Raises Corporate Credit Rating to 'B-' --------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit and issue-level ratings on Chester, Pa.-based gaming operator Chester Downs and Marina LLC by one notch. S&P raised the corporate credit rating to 'B-' from 'CCC+'. The rating outlook is stable. The upgrade follows the recent raising of S&P's corporate credit ratings on Harrah's Entertainment Inc. and its wholly owned subsidiary, Harrah's Operating Co. Inc., to 'B-' from 'CCC+'. Given HET's 95% ownership stake through HOC, S&P view the credit quality of Chester Downs and Marina as linked to that of HET. "The 'B-' corporate credit rating on Chester Downs and Marina reflects the aggressive financial policy and weak credit quality of the indirect majority owner and property manager HET," said Standard & Poor's credit analyst Ben Bubeck. CHINA FRUITS: Lake & Associates Raises Going Concern Doubt ---------------------------------------------------------- China Fruits Corporation filed on April 15, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Lake & Associates CPA's LLC, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted of the Company's accumulated deficit and negative cash flow from operations. The Company reported a net loss of $246,361 on $1,905,030 of revenue for 2009, compared with net income of $161,902 on $1,655,503 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $4,131,690 in assets, $1,808,563 of debts, and $2,323,127 of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?604d Based in Jiang Xi Province, P. R. China, China Fruits Corporation is principally engaged in manufacturing, trading and distributing fresh tangerine, non-alcoholic and alcoholic beverages in the People's Republic of China. CHINA LOGISTICS: Lakes & Associates Raises Going Concern Doubt -------------------------------------------------------------- China Logistics, Inc., filed on April 16, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Lake & Associates CPA's LLC expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted of the Company's recurring losses and accumulated deficit. The Company reported a net loss of $1,061,366 on $11,992,260 of revenue for 2009, compared with a net loss of $641 on $13,918,164 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $10,442,811 in assets, $9,186,119 of debts, $32,950 of redeemable preferred stock, and $1,223,742 of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?604b Base in Guangzou, P.R. China, China Logistics, Inc., specializes in logistical services for car manufacturers, car components, food assortments, chemicals, paper, and machinery in China. The services cover various aspects of transportation management, including logistical planning, import and export management, electronic customs declaration systems, supply chain planning, transporting products from ports to warehouses or vice versa, organization of transportation, and storage and distribution of products. CHINA MEDIA: Albert Wong Raises Going Concern Doubt --------------------------------------------------- China Media Group Corporation filed on April 14, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Albert Wong & Co., in Hong Kong, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has deficits accumulated as at December 31, 2009, of $8,269,302 including net losses of $2,534,104 for the year ended December 31, 2009. The Company reported a net loss of $2,534,104 on $139,889 of revenue for 2009, compared with a net loss of $2,152,909 on $88,450 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $5,243,993 in assets, $4,131,396 of debts, $147,975 of minority interest, and $964,622 of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6066 Based in Wanchai, Hong Kong, China Media Group Corporation (OTC BB: CHMD) -- http://www.chinamediagroup.net/-- sells mobile phone devices and advertising in Hong Kong. CIRTRAN CORP: Dec. 31 Balance Sheet Upside-Down by $6.0 Million --------------------------------------------------------------- CirTran Corporation filed 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 $13.6 million in assets and $19.6 million of debts, for a stockholders' deficit of $6.0 million. The Company reported a net loss of $5.8 million on $9.7 million of revenue for 2009, compared with a net loss of $3.9 million on $13.7 million of revenue for 2008. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?604a West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC) http://www.CirTran.com/-- and its subsidiaries provide turnkey manufacturing services using surface mount technology, ball-grid array assembly, pin-through-hole, and custom injection molded cabling in the United States and the People's Republic of China. CITADEL BROADCASTING: Seeks July 19 Extension for Plan Filing ------------------------------------------------------------- Citadel Broadcasting Corporation and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to extend the periods for which them may exclusively file a Chapter 11 plan and solicit votes for that plan. The Debtors want the exclusive period for filing a Chapter 11 plan extended to July 19, 2010, and for soliciting votes from creditors stretched out to September 16. Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has the exclusive right to file a plan of reorganization during the first 120 days after the commencement of a chapter 11 case. If a debtor files a plan during this exclusive filing period, Section 1121(c)(3) of the Bankruptcy Code grants an additional 60 days during which the debtor may solicit acceptances of that plan and no other party-in-interest may file a competing plan. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York -- jonathan.henes@kirkland.com -- notes that the Court has already approved the Debtors' disclosure statement for their Chapter 11 Plan of Reorganization, thereby authorizing the Debtors to begin the process of soliciting votes. To that end, a hearing to consider confirmation of the Plan is set for May 12, 2010. According to Mr. Henes, the Debtors are working extremely hard to ensure their swift emergence from Chapter 11. Thus, the Debtors ask an extension of the Exclusive Periods solely out of an abundance of caution. He explains that with the Debtors' initial 120-day exclusive period to file a Chapter 11 plan set to expire on April 19, 2010, it is appropriate and prudent to extend the Exclusive Periods to preserve the Debtors' rights and ensure additional time is available to exclusively propose an alternative Chapter 11 plan if necessary. Mr. Henes contends that an extension of the Exclusive Periods is justified by the Debtors' efforts to date. He points out that in the short time since the Petition Date, the Debtors have made significant progress towards exiting Chapter 11 on an expedited and consensual basis. "The Plan and Disclosure Statement incorporate a global settlement between and among the Debtors, their secured lenders and the Committee, which the Debtors were able to broker (following satisfying extensive diligence requests from the Committee) in a very short time," Mr. Henes further notes. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC. As financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITADEL BROADCASTING: Titan Wants Prompt Decision on Deal --------------------------------------------------------- Tennessee Football, Inc. d/b/a "Tennessee Titans", and Dream Suites, Inc., ask the Court to require Debtor Citadel Broadcasting Company to assume or reject these agreements no later than May 17, 2010: (a) Radio Broadcast Rights Agreement with the Titans; and (b) Cumberland Suite Limited with Dream Suites. David E. Lemke, Esq., at Waller Lansden Dortch & Davis LLP, in Nashville, Tennessee -- david.lemke@wallerlaw.com -- relates that although each of the Agreements is a separate document, they are to be treated as one integrated contract for purposes of Debtors' assumption or rejection. He notes that the Agreements were entered into as part of the same transaction. "The license to occupy the Suite under the Suite Agreement is currently being provided to Citadel as part of the consideration Citadel receives under the terms of the Radio Broadcast Agreement," Mr. Lemke discloses. He adds that "the term of the Suite Agreement is coextensive with the Radio Broadcast Agreement." Accordingly, Mr. Lemke asserts that Citadel must either assume or reject all of the Agreements. Mr. Lemke contends that the radio broadcast of the Programs is important to the Titans in terms of maintaining their fan base, which ultimately are responsible for driving the Titans' revenues. He adds that the Programs are also a direct source of revenue for the Titans because they require Citadel to pay rights fees of $3,800,000 for the 2010 National Football League season for the right to broadcast the Programs. If the Titans have to find someone other than Citadel to broadcast the Programs, they need to begin that process immediately, Mr. Lemke argues. He notes that the Titans' first pre-season game is scheduled for the second week in August, and their first preseason home game is scheduled for August 23, 2010. It could take the Titans several months to locate and secure a replacement for Citadel, Mr. Lemke says. He adds that if Citadel were to decide to reject the Agreements anytime after May 17, 2010, it would likely result in the Titans being unable to find another party to broadcast the Programs for some or all of the NFL season. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC. As financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITADEL BROADCASTING: Wants Lease Decision Extension Until June 18 ------------------------------------------------------------------ Section 365(d)(4)(A) of the Bankruptcy Code provides that an unexpired non-residential real property lease under which the debtor is the lessee will be deemed rejected and the trustee will immediately surrender that non-residential real property to the lessor, if the trustee does not assume or reject the unexpired lease by the earlier of (i) the date that is 120 days after the Petition Date, or (ii) the date of the entry of an order confirming a plan of reorganization. Section 363(d)(4)(B) also provides that the Court may extend the lease decision period, prior to the expiration of the 120-day period, for 90 days on the motion of the trustee or lessor for cause. By this motion, the Debtors ask the Court to extend the time within which they may assume or reject unexpired leases for an additional 60 days, through and including June 18, 2010. In addition, the Debtors ask that an extension be without prejudice to their rights to seek additional extensions. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, relates that in connection with the operation of their businesses, the Debtors lease certain real property, consisting of broadcast towers and offices and studios. He notes that as of March 22, 2010, the Debtors are party to more than 360 nonresidential real property leases. Mr. Henes points out that due to the size and complexity of the Debtors' businesses, however, the Debtors are still in the process of analyzing the Unexpired Leases and require more time to determine which are critical to the operation of their core businesses. Accordingly, the Debtors seek an additional 60 days to determine which Unexpired Leases to assume or reject. Mr. Henes contends that if the Debtors are forced to prematurely assume the Unexpired Leases, the assumption may result in the Debtors being required to cure significant prepetition claims in connection with rejected leases. He adds that if the Debtors also precipitously reject the Unexpired Leases or are deemed to reject the Unexpired Leases by operation of Section 365(d)(4) of the Bankruptcy Code, they may be forced to scramble to find alternative arrangements, which may be impossible in some circumstances. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC. As financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITIGROUP INC: Names Kelly Chairman of Global Banking ----------------------------------------------------- Bill Rochelle at Bloomberg News reports that Citigroup Inc. Vice Chairman Edward "Ned" Kelly will become chairman of the firm's global banking division, rejoining the unit he headed until last year. Mr. Kelly will continue to lead the lender's planned sales of assets, according to an internal memo obtained by Bloomberg News and confirmed by Citigroup spokeswoman Danielle Romero- Apsilos. Mr. Kelly was chief financial officer from March to July 2009, when he moved to oversee the bank's strategic and operational priorities. 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. CONGOLEUM CORP: Reaches $40 Million Coverage Deal with Chartis -------------------------------------------------------------- Bankruptcy Law360 reports Congoleum Corp. has asked a judge to approve a $40 million settlement with The Chartis Cos., the last remaining insurance company in an adversary proceeding over asbestos claims coverage. Law360 relates that Chartis has agreed to pay Congoleum $40 million in periodic installments over six years for the right to buy back several excess insurance policies. About Congoleum Corp. Based in Mercerville, New Jersey, Congoleum Corporation (PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures resilient sheet and tile and plank flooring products available in a wide variety of product features, designs and colors. The Company filed for Chapter 11 protection on December 31, 2003 (Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represent the Debtors. The Asbestos Claimants' Committee is represented by Peter Van N. Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale, Chtd. The Bondholders' Committee is represented by Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official Committee of Unsecured Creditors. R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, the Court-appointed Futures Claimants Representative, is represented by Roger Frankel, Esq., Richard Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC. American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum, is represented by Matthew Ward, Esq., Mark S. Chehi, Esq., Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher & Flom. Various entities have filed bankruptcy plans for the Debtors. In February 2008, the legal representative for future asbestos- related claimants; the asbestos claimants' committee; the official Committee of holders of the Company's 8-5/8 % Senior Notes due August 1, 2008; and Congoleum jointly filed a joint plan of reorganization. Various objections to the Joint Plan were filed. In June 2008, the Bankruptcy Court issued a ruling that the Joint Plan was not legally confirmable. In August 2008, the Bondholders' Committee, the ACC, the FCR, representatives of holders of prepetition settlements and Congoleum entered into a term sheet describing the proposed material terms of a new plan of reorganization and a settlement of avoidance litigation with respect to prepetition claim settlement. Certain insurers and a large bondholder filed objections to the Litigation Settlement or reserved their rights to object to confirmation of the Amended Joint Plan. The Bankruptcy Court approved the Litigation Settlement in October 2008. The Amended Joint Plan was filed in November 2008. In January 2009, certain insurers filed a motion for summary judgment seeking denial of confirmation of the Amended Joint Plan. On February 26, 2009, the Bankruptcy Court rendered an opinion denying confirmation of the Amended Joint Plan. Moreover, the Bankruptcy Court dismissed Congoleum's bankruptcy case. On February 27, 2009, Congoleum and the Bondholders' Committee appealed the Order of Dismissal and the ruling denying plan confirmation to the U.S. District Court for the District of New Jersey. The District Court overturned the dismissal order, and assumed jurisdiction of the bankruptcy proceedings. CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'C+' --------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C+ (Marginal) from B- (Fair) and issuer credit rating to "b-" from "bb-" of Constitutional Casualty Company (Constitutional) (Chicago, IL). The outlook for both ratings is negative. The rating actions reflect Constitutional's unfavorable operating performance over several years and recently significant deterioration of capital. The poor operating results have been driven by the company's high underwriting and loss adjustment expense position, coupled with changes in non-admitted assets. In addition, while Constitutional has product line diversification, its single state risk concentration makes it susceptible to regulatory and competitive pressures, along with exposing it to weather-related losses in its property book of business. The rating outlook is based on the potential for continued deterioration of capital and disruption of its operating strategies. Although management has undertaken actions to improve overall results, there is uncertainty regarding the ultimate success of those initiatives. CONSTITUTION LIFE: A.M. Best Affirms FSR at B+ ---------------------------------------------- A.M. Best Co. has revised the outlook to stable from negative and affirmed most of the financial strength ratings (FSR) and issuer credit ratings (ICR) of the primary insurance subsidiaries of Universal American Corp. (Universal American) (Rye Brook, NY) [NYSE: UAM], as well as all debt ratings on the shelf registration of Universal American. The rating affirmations reflect Universal American's established position in the U.S. senior health insurance market, positive operating performance and strengthened capitalization. Universal American currently serves over 1.9 million Medicare members. Enrollment growth for the organization was driven primarily by its Medicare Advantage Private Fee for Service (PFFS) and Medicare Prescription Drug Part D (PDP) products. Universal American continues to generate positive operating and net income results, with over $140 million of net income reported in 2009. Capitalization of Universal American's primary insurance subsidiaries strengthened considerably in 2009 due to positive operating results and the completion of a reinsurance transaction for essentially all of the organization's life and annuity business. The Medicare Advantage and PDP businesses are anticipated to generate good cash flows and positive operating results for the organization in the near term. Offsetting rating factors include Universal American's business and insurance risk concentration in Medicare products. Due to legislative changes, the Medicare Advantage PFFS product will no longer be available in non rural areas starting in 2011. As part of a long-term strategy, Universal American has been actively building network-based health maintenance organization and preferred provider organization products in core markets to enable migration to these products, thereby offsetting the loss of the PFFS product. There is the potential for enrollment losses in non rural regions where the organization does not have network-based products available. Future funding of the Medicare Advantage program is anticipated to continue to decline, and the pending minimum medical loss ratio requirements for Medicare Advantage products could pressure margins in the future. A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good) and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance Company (Lake Mary, FL) and Marquette National Life Insurance Company (Houston, TX). The outlook for these ratings also has been revised to stable from negative. The rating downgrades of American Pioneer Life Insurance Company and Marquette National Life Insurance Company are due to the change in the business written by these entities. Going forward, both companies will primarily write Medicare Supplemental business. This is not a primary line of business for the organization, and premiums for this product have continued to trend downward as Medicare Advantage products become more attractive to seniors due to their lower premiums and higher benefit levels. The outlook has been revised to stable from negative and the FSRs of B++ (Good) and ICRs of "bbb" have been affirmed for the following subsidiaries of Universal American Corp.: -- American Progressive Life & Health Insurance Company of New York -- Pennsylvania Life Insurance Company -- The Pyramid Life Insurance Company The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for the following subsidiaries of Universal American Corp.: -- Constitution Life Insurance Company -- SelectCare of Texas, LLC -- Union Bankers Insurance Company The FSR of B (Fair) and ICR of "bb+" have been affirmed for GlobalHealth, Inc., a subsidiary of Universal American Corp. The outlook has been revised to stable from negative and the ICR of "bb" has been affirmed for Universal American Corp. The outlook has been revised to stable from negative and the following indicative debt ratings on the $140 million shelf registration have been affirmed: Universal American Corp.: -- "bb" on senior unsecured debt -- "bb-" on subordinated unsecured debt -- "b+" on preferred stock COOPER-STANDARD: Settlement with Cooper Tire Approved ----------------------------------------------------- Cooper-Standard Holdings Inc. obtained permission from the U.S. Bankruptcy Court for the District of Delaware to enter into a settlement of a lawsuit that Cooper Tire & Rubber Company brought against CSHI, Cooper- Standard Automotive Inc. and Cooper-Standard Automotive Canada Ltd. Under the deal, CSHI and its units agreed to pay Cooper Tire $17,639,080 in cash in return for the dismissal of the lawsuit. The defendants also agreed to either obtain a release of Cooper Tire's obligations under a 1996 guaranty or to provide a letter of credit in the initial sum of $7 million to reimburse Cooper Tire for any amount that it is required to pay on account of the guaranty. Cooper Tire serves as guarantor of a lease for a property between Bank of New York and CSA Inc. under the 1996 guaranty. The deal also requires CS Automotive to continue to indemnify Cooper Tire for certain workers compensation liabilities. Meanwhile, Cooper Tire is required to continue to indemnify CS Automotive with respect to certain environmental matters pursuant to the stock purchase agreement. The settlement is formalized in a 17-page agreement, a copy of which is available for free at: http://bankrupt.com/misc/CSHI_CooperTireSettlement.pdf Cooper Tire brought the lawsuit against the defendants to compel CSHI to remit about $60 million in tax refunds, which CSA Canada received in July 2009 as well as to recover $42.5 million in additional tax refunds yet to be received. Cooper Tire asserts ownership of the tax refunds based on the stock purchase agreement that was executed in connection with the sale of its automotive units, comprised of CS Automotive and CSA Canada, to CSHI in 2004. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COUNTRYWIDE FINANCIAL: Probe Moving Closer to Resolution -------------------------------------------------------- American Bankruptcy Institute reports that Federal criminal investigators looking into the collapse of Countrywide Financial Corp. have been calling witnesses before a grand jury, suggesting that the investigation of the one-time mortgage giant, which has been continuing for about two years, could be moving closer to a resolution, . Read More Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- originated, purchased, securitized, sold, and serviced residential and commercial loans. In mid-2008, Bank of America completed its purchase of Countrywide for $2.5 billion. The mortgage lender was originally priced at $4 billion, but the purchase price eventually was whittled down to $2.5 billion based on BofA's stock prices that fell over 40% since the time it agreed to buy the ailing lender. D & H PROPERTIES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: D & H Properties, Inc. 701 Avignon Drive, Suite 101 Ridgeland, MS 39157 Bankruptcy Case No.: 10-01414 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Southern District of Mississippi (Jackson Office) Judge: Edward Ellington Debtor's Counsel: John D. Moore, Esq. 301 Highland Park Cv, Suite B (39157) P.O. Box 3344 Ridgeland, MS 39158-3344 Tel: (601) 853-9131 Fax: (601) 853-9139 E-mail: john@johndmoorepa.com Estimated Assets: $1,000,001 to $10,000,000 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 Thomas M. Harkins Jr., vice president. DEEP MARINE: May 17 Auction Slated for Four Vessels --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Deep Marine Technology Inc., will hold an auction on May 17 to test Oceaneering International Inc.'s $74.5 million offer for four vessels, related equipment, and technology. Oceaneering is a Houston-based engineering services provider for the petroleum industry that generated $1.82 billion in revenue in 2009. Mr. Rochelle reports that under the auction and sale procedures approved by the bankruptcy judge in Houston, other bids are initially due May 13. A hearing to approve the sale is scheduled for June 2. Based in Houston, Texas, Deep Marine Technology -- http://www.deepmarinetech.com/-- is an independent subsea service provider to the Offshore Oil and Gas Industry. Deep Marine Holdings, Inc., filed for chapter 11 bankruptcy protection on December 4, 2009 (Bankr. S.D. Tex. Case No. 09-39314). Affiliates Deep Marine Technology Inc., Deep Marine 1, LLC, Deep Marine 2, LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC, also sought bankruptcy protection. The Debtors are represented by Bracewell & Guiliani, L.L.P. The Debtors listed $100,000,001 to $500,000,000 in both assets and debts. DENNY HECKER: Trustee Gets Court Order to Access Medina Home ------------------------------------------------------------ John Welbes at St. Paul Pioneer Press in Minnesota reports that U.S. Bankruptcy Judge Robert Kressel granted Randall Seaver, the bankruptcy trustee in Denny Hecker's case, access to access the Medina home of Christi Rowan, Mr. Hecker's girlfriend. The report notes Mr. Seaver last week asked the Court for permission to bring the U.S. Marshals after Ms. Rowan refused him entry to the Medina home she shares with Mr. Hecker. Mr. Seaver is trying to liquidate personal belongings in the home. According to the report, the Court order authorized U.S. marshals to use "reasonable force," if needed, to assist the Bankruptcy Trustee. The report relates that, according to the bankruptcy lawyer, Matt Burton, Judge Kressel said in court Monday that he had received a call over the weekend from someone who said that Ms. Rowan had been selling items from the home. But by afternoon, Mr. Hecker had worked out a deal to allow items to be catalogued, the report adds. About Denny Hecker Denny Hecker filed for Chapter 7 bankruptcy on June 4, 2009, before the U.S. Bankruptcy Court for the District of Minnesota. Mr. Hecker listed $18 million in assets and $767 million in debts owed to automakers, lenders, business partners and former employees. According to the Star Tribune in Minneapolis-St. Paul, the bankruptcy filing had been widely anticipated. Star Tribune noted Mr. Hecker has been forced to sell or close 25 of his 26 dealerships in recent months, and Chrysler Financial won a $477 million court judgment against him in April. The bankruptcy filing temporarily halted efforts by Chrysler and other creditors from collecting money they say they are owed. The Troubled Company Reporter on November 20 said Bankruptcy Judge Robert Kressel held Mr. Hecker in contempt of court for failing to turn over his financial records in a timely manner. William R. Skolnick, Esq., at Skolnick & Shiff, P.A., in Minneapolis, represents Mr. Hecker. DORAL FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'B-' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its ratings on Doral Financial Corp., including lowering the long-term counterparty credit rating to 'B-' from 'B+'. S&P revised the CreditWatch status to Developing from Negative. Doral announced an agreement for commitments of up to $600 million of new equity capital as part of a private placement. $420 million of this is contingent on the company successfully completing a Federal Deposit Insurance Corp. (FDIC)-assisted acquisition, and will be returned to investors if an acquisition is not completed. "Although S&P view favorably Doral's capital-strengthening efforts and its ability to attract investor interest, S&P does not believe that the noncontingent $180 million equity raise is sufficient to offset the sharp asset-quality deterioration the company has experienced, and the expected commensurate rise in future credit losses that would pressure both operating earnings and capitalization levels," said Standard & Poor's credit analyst Kevin Cole, CFA. These developments and expectations are the main rating factors behind the downgrade. The CreditWatch Developing reflects the possibility that S&P will either affirm the ratings at the present level, raise them, or lower them. If properly priced and implemented, the potential FDIC-assisted acquisition could help Doral achieve a more meaningful market share in the Puerto Rican market, while rightsizing most of its financial metrics. However, S&P expects Doral to face a very competitive bidding environment, potentially hampering its ability to win a bid, or win a bid on favorable terms. In addition, S&P is uncertain as to whether Doral has the capacity to execute successfully the integration of another sizable banking institution. DOUGLAS DYNAMICS: Moody's Assigns 'B2' Rating on $40 Mil. Loan -------------------------------------------------------------- Moody's Investors Service revised the rating outlook on Douglas Dynamics, LLC, to positive from negative and assigned a B2 (LGD 3; 49%) to the proposed $40 million tack-on term loan due 2016. Concurrently, the company's B2 corporate family rating, B2 probability of default rating, and B3 (LGD 5; 76%) senior unsecured note rating were affirmed. The Ba2 (LGD 2; 20%) rating on the existing $83 million term loan facility due 2013 was placed under review for possible downgrade due to the pending change in capital structure. Douglas is issuing the incremental $40 million term loan in conjunction with its planned initial public offering. Proceeds from the transactions, in addition to cash on hand, are expected to repay substantially all $150 million of existing senior unsecured notes and fund a payment to selling shareholders. While there will be a significant reduction in cash which may result in a greater reliance on the revolving credit facility to manage seasonal working capital needs, Moody's expects the company to maintain good liquidity. Assuming completion of the proposed transactions and upon review of final documentation, Moody's will likely align the rating on the $83 million term loan facility due 2013 with the rating on the proposed incremental term loan and withdraw the senior unsecured note rating. The lower rating on the term loan facility is consistent with Moody's Loss Given Default Methodology and the term loan's relatively larger proportion of the pro-forma capital structure. The change in outlook to positive recognizes the improved pro forma capital structure and Moody's expectation that fundamental performance should remain strong. The ratings could be raised if the company demonstrates an ability to prudently manage its liquidity and credit metrics amidst what Moody's expects will be a more assertive financial strategy. The outlook could be revisited in the event that the transactions are not consummated as expected. The B2 affirmation reflects Moody's view of the company's leading market position, extensive distribution network, and brand name recognition. Moreover, it acknowledges Douglas' demonstrated ability to consistently generate free cash flow, its highly variable cost structure, and initially strong credit metrics assuming completion of the proposed transactions. However, the rating also reflects the company's size, with revenue of less than $200 million annually, and the inherent earnings volatility as business is largely driven by average annual snowfall. The rating considers Moody's view of the change in the company's financial philosophy. Although the proposed IPO would lower interest expense, Moody's expects that it could result in increased outflows in the form of higher costs as a public company and a higher dividend. Reportedly, Douglas expects to institute a quarterly dividend and, while the credit agreement imposes certain limitations, Moody's believes that the company has significant flexibility to distribute cash, raise additional financing, and pursue acquisitions as it seeks further growth opportunities which could partially offset the benefits to the credit profile of significant enhancement in credit metrics. Ratings affected by the actions include: * Corporate Family Rating affirmed at B2 * Probability of Default Rating affirmed at B2 * $83 million term loan due 2013 rating of Ba2 (LGD 2; 20%) placed under review for possible downgrade * $40 million tack-on term loan due 2016 assigned rating of B2 (LGD 3; 49%) * $150 million senior unsecured note rating remains B3 (LGD 5; 76%) * Outlook revised to positive from negative The last rating action on Douglas was on April 18, 2007, when the ratings were affirmed but the outlook was revised to negative from stable. Douglas Dynamics is the North American leader in the design, manufacture, sale and support of snow and ice control equipment through its Western, Fisher, and Blizzard brands. In 2009, the company generated approximately $174 million of revenues. DUBAI WORLD: Said to Offer 1% Interest on New Loans --------------------------------------------------- Arif Sharif at Bloomberg News on Thursday reported that a banker familiar with the plan said Dubai World is offering to pay creditors 1% interest on new loans as part of a restructuring plan. Bloomberg also reported that two bankers said banks are reluctant to accept the new rate presented on March 25 as it is lower than the market rate of about 5% and would force Dubai World's creditors to book impairment provisions. The two bankers, according to Bloomberg, declined to be identified because the talks are private. The two bankers, according to Bloomberg, said provisions could vary from 5% to 20% of the loan value depending on how the transaction is structured. Bloomberg recalled that Dubai World asked its nearly 100 creditors on March 25 to roll over debt into two new loans of five-year and eight-year maturities. Bloomberg further reported that a person close to the Dubai government said on March 29 that Dubai World's creditors, who are owed $14.2 billion, will be paid interest below the market rate in cash, although that will be supplemented by so-called payment-in- kind interest. Bloomberg also reported that Nakheel's trade and financial creditors, who are owed $10.5 billion, will be paid market-linked interest rates. 6-Month Standstill In November 2009, the Troubled Company Reporter ran a story about Dubai World seeking a six-month standstill on its debt obligations. The government of Dubai said it would restructure Dubai World and has appointed Deloitte LLP to lead the restructuring effort, naming an executive at the consultancy as the group's "chief restructuring officer." Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World has US$59 billion in liabilities. Bloomberg said Dubai accumulated US$80 billion of debt by expanding in banking, real estate and transportation before credit markets seized up last year. The Wall Street Journal said Standard & Poor's in an October report estimated Dubai World could be responsible for as much as 50% of Dubai's total government and corporate debt load of some US$80 billion to US$90 billion. Large Exposure As reported by the Troubled Company Reporter-Europe on Dec. 1, 2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and Sara Schaefer Munoz, citing a person familiar with the matter, said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered PLC and ING Groep NV of the Netherlands, are among the international banks that have large exposure in Dubai World. RBS has lent roughly US$1 billion to Dubai World, another person said, according to the Journal. Sources also told the Journal Barclays's exposure to Dubai World is roughly US$200 million, and that exposure is effectively hedged. David Robertson at The (U.K) Times reported Credit Suisse has estimated that European banks could have EUR40 billion (GBP36 billion) in loans to Dubai and much of this could be at risk if the Gulf emirate defaults. The Journal, citing people familiar with the matter, said the banks with the greatest exposure to Dubai World are Abu Dhabi Commercial Bank and Emirate NBD PJSC, people familiar with the matter said. Dow Jones Newswires' Margot Patrick related that a report by the Emirates Banks Association said the top eight foreign banks in the United Arab Emirates by lending volume -- HSBC, Standard Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro, Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's Calyon, -- extended about US$36 billion in loans in 2008 throughout the federation, without breaking down the loans by emirate or type of borrower. About Dubai World Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer in global investments. As a holding company it operates a highly diversified spectrum of industrial segments and plays a major role in the emirate's rapid economic growth. Dubai World's investment spans four strategic growth areas of 21st Century commerce namely, Transport & Logistics, Drydocks & Maritime, Urban Development and Investment & Financial Services. Dubai World's portfolio includes DP World, one of the largest marine terminal operators in the world; Drydocks World & Dubai Maritime City designed to turn Dubai into a major ship-building and maritime hub; Economic Zones World which operates several free zones around the world including Jafza and TechnoPark in Dubai; Nakheel the property developer behind iconic projects such as The Palm Islands and The World among others; Limitless the international real estate master planner with current development projects in various parts of the world; Leisurecorp a global sports and leisure investment group, reshaping the industry by unlocking value across investment, development and brand opportunities; Dubai World Africa which oversees the regional development and portfolio of investments in the African continent; and Istithmar World, the group's investment arm that has a global footprint in finance, capital, leisure, aviation and various other business ventures. DUBAI WORLD: Unit to Pay $8.2-Bil. to Creditors in June ------------------------------------------------------- Maher Chmaytelli at Bloomberg News last week reported that al-Ittihad, citing people familiar with the matter, said Dubai World's Nakheel PJSC plans to pay creditors and contractors $8.2 billion in June 2010. Bloomberg notes that Nakheel is restructuring $10.5 billion of financial and trade creditor debt. According to Bloomberg, Nakheel will receive $8 billion in cash from the government, taking the total support to $9.2 billion and helping it pay contactors and complete projects after Dubai's property market slumped. Bloomberg says a Nakheel spokesman declined to comment on the report when contacted. Nakheel developed the palm-shaped islands off Dubai's coast. 6-Month Standstill In November 2009, the Troubled Company Reporter ran a story about Dubai World seeking a six-month standstill on its debt obligations. The government of Dubai said it would restructure Dubai World and has appointed Deloitte LLP to lead the restructuring effort, naming an executive at the consultancy as the group's "chief restructuring officer." Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World has US$59 billion in liabilities. Bloomberg said Dubai accumulated US$80 billion of debt by expanding in banking, real estate and transportation before credit markets seized up last year. The Wall Street Journal said Standard & Poor's in an October report estimated Dubai World could be responsible for as much as 50% of Dubai's total government and corporate debt load of some US$80 billion to US$90 billion. Large Exposure As reported by the Troubled Company Reporter-Europe on Dec. 1, 2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and Sara Schaefer Munoz, citing a person familiar with the matter, said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered PLC and ING Groep NV of the Netherlands, are among the international banks that have large exposure in Dubai World. RBS has lent roughly US$1 billion to Dubai World, another person said, according to the Journal. Sources also told the Journal Barclays's exposure to Dubai World is roughly US$200 million, and that exposure is effectively hedged. David Robertson at The (U.K) Times reported Credit Suisse has estimated that European banks could have EUR40 billion (GBP36 billion) in loans to Dubai and much of this could be at risk if the Gulf emirate defaults. The Journal, citing people familiar with the matter, said the banks with the greatest exposure to Dubai World are Abu Dhabi Commercial Bank and Emirate NBD PJSC, people familiar with the matter said. Dow Jones Newswires' Margot Patrick related that a report by the Emirates Banks Association said the top eight foreign banks in the United Arab Emirates by lending volume -- HSBC, Standard Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro, Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's Calyon, -- extended about US$36 billion in loans in 2008 throughout the federation, without breaking down the loans by emirate or type of borrower. About Dubai World Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer in global investments. As a holding company it operates a highly diversified spectrum of industrial segments and plays a major role in the emirate's rapid economic growth. Dubai World's investment spans four strategic growth areas of 21st Century commerce namely, Transport & Logistics, Drydocks & Maritime, Urban Development and Investment & Financial Services. Dubai World's portfolio includes DP World, one of the largest marine terminal operators in the world; Drydocks World & Dubai Maritime City designed to turn Dubai into a major ship-building and maritime hub; Economic Zones World which operates several free zones around the world including Jafza and TechnoPark in Dubai; Nakheel the property developer behind iconic projects such as The Palm Islands and The World among others; Limitless the international real estate master planner with current development projects in various parts of the world; Leisurecorp a global sports and leisure investment group, reshaping the industry by unlocking value across investment, development and brand opportunities; Dubai World Africa which oversees the regional development and portfolio of investments in the African continent; and Istithmar World, the group's investment arm that has a global footprint in finance, capital, leisure, aviation and various other business ventures. DUNE ENERGY: S&P Retains 'CCC-' Rating on $300 Mil. Notes --------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Dune Energy Inc.'s $300 million second-lien notes upon updated reserve information. S&P has revised the rating to '4', indicating its expectation for average (30%-50%) recovery in the event of a payment default, from '3'. The issue-level rating of 'CCC-' on these notes remains unchanged. The unsolicited corporate credit rating on the company remains unchanged at 'CCC-'. The outlook is negative. Dune also maintains a $40 million senior secured revolving credit facility, which S&P does not rate. The ratings reflect the company's burdensome financial leverage and potentially precarious liquidity position. In S&P's view, the company's heavy debt burden makes the prospects of a distressed exchange or bankruptcy a distinct possibility. Rating List Dune Energy Inc. Corporate Credit Rating (Unsolicited) CCC-/Negative/-- Senior Secured (Unsolicited) CCC- Recovery Rating Revised Dune Energy Inc. To From -- ---- Recovery Rating (Unsolicited) 4 3 EAST WEST: To Present Plan for Confirmation on May 27 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware is scheduled to convene a hearing on May 27 to consider confirmation of East West Resort Development V LP's Chapter 11 reorganization plan. Bill Rochelle at Bloomberg News relates that the Bankruptcy Court on April 15 approved the disclosure statement explaining the Plan, the terms of which were negotiated prepetition. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/EASTWEST_DS.pdf The Plan, according to the Bloomberg report, will allow affiliates of existing owners to invest as much as $32.5 million to continue construction and operation of the four residential communities at the Northstar-at-Tahoe Resort. From the new investment, $2.5 million is for payment to unsecured creditors while $9 million is earmarked for tax and priority claims, and costs of the reorganization. Secured creditors are to be paid in full, either by having their debts reinstated or restructured or their collateral given back. About East West Resort 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. EASTMAN KODAK: Apple Files Countersuit for Use of Own Technology ---------------------------------------------------------------- The Wall Street Journal's Dana Mattioli reports that Apple Inc. last week charged that Eastman Kodak Co. has been using Apple's digital-processing technology. As reported by the Troubled Company Reporter on January 19, 2010, Kodak filed lawsuits against Apple and Research In Motion Limited alleging the infringement of Kodak digital imaging technology. The Kodak complaint, filed with the U.S. International Trade Commission, specifically claims that Apple's iPhones and RIM's camera-enabled BlackBerry devices infringe a Kodak patent that covers technology related to a method for previewing images. Separately, Kodak filed two suits against Apple in U.S. District Court for the Western District of New York that claim the infringement of patents related to digital cameras and certain computer processes. Ms. Mattioli notes that Apple's patent countersuit highlights Kodak's continuing reliance on income from its intellectual- property patents. The report notes that in recent years, aggressive litigation has become an increasingly important part of Kodak's corporate strategy. Income from patent-suit settlements - - including $550 million from Samsung Electronics Co. and more than $400 million from LG Electronics Inc. in the past 12 months - - has helped to support Kodak as it struggles to complete the switch from film to digital technologies. According to the report, some analysts fear that Kodak is running out of companies to sue and that its intellectual-property income can't cushion its operational turnaround much longer. The report points out the majority of the deals Kodak has struck have been nonrecurring, lump-sum arrangements. The report also relates a Kodak spokesman said the Company's operational turnaround is succeeding and that its profitability is improving. He added that Kodak has a "rich patent portfolio" and has other licensing opportunities. He declined to be specific. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of December 31, 2009, the Company had total assets of $7.691 billion against total liabilities of $7.724 billion, resulting in shareholders' deficit of $35 million. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. ELAN CORPORATION: Moody's Retains 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service commented that the announcement by Elan Corporation, plc, that it is exploring the separation of its Elan Delivery Technologies business does not currently affect Elan's rating or rating outlook until there is more clarity around the terms of any transaction. Elan is currently rated B2 (Corporate Family Rating) with a positive rating outlook. Moody's last rating action on Elan was on September 29, 2009, when Moody's assigned a rating of B2 to Elan's new senior unsecured note issuance. Headquartered in Dublin, Ireland, Elan Corporation, plc, is a specialty biopharmaceutical company with areas of expertise in neurological and autoimmune disease, and drug delivery technology. In 2009 Elan reported total revenue of $1.1 billion. ELECTROGLAS INC: Commences Review of Proofs of Claim ---------------------------------------------------- Electroglas, Inc., and Electroglas International, Inc., have commenced objections to proofs of claim filed in their cases. netDockets reports that, according to the Debtors' claims and noticing agent, Omni Management Group, LLC, creditors have filed proofs of claim asserting more than $111 million in claims. By comparison, the Debtors' disclosure statement estimates the total amount of allowed claims will be between $32 million to $33 million. According to netDockets, in the first omnibus claims objection, the Debtors seek to: -- disallow five proofs of claim totaling roughly $4.16 million in asserted amount; and -- modify and allow three additional proofs of claim, which assert approximately $12.8 million in total claims. The proposed allowed amounts of the claims is less than $880,000. According to netDockets, the largest targets of the first omnibus claims objection are Flextronics Industrial Ltd., Peninsula Master Fund, Ltd., and Peninsula Technology Fund, each of which would see its claim amount impacted by more than $1 million. netDockets says the second omnibus claims objection targets 19 proofs of claim. Each of these proofs of claim actually asserts only an equity interest in the Debtors. The asserted amount of the proofs of claim exceeds $112,000 plus unliquidated amounts. The Debtors seeks to have the proofs of claim reclassified as equity interests, which will result in the claimants almost certainly receiving no distribution, as the Debtors' disclosure statement estimates that general unsecured claimants (other than convenience class claimants) will receive less than 2% recovery on their claims. About Electroglas Inc. Headquartered in San Jose, California, Electroglas, Inc., supplies semiconductor manufacturing test equipment and software to the global semiconductor industry, and have been in the semiconductor equipment business for more than 40 years. The Debtors' other major source of revenue comes from their business of designing, manufacturing, selling and supporting motion control systems for advanced technologies. The Company, along with affiliate Electroglas International, Inc., filed for Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416). David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper Hamilton LLP represent the Debtors in their restructuring effort. The Debtors listed total assets of $19,625,000 and total debts of $31,542,000. The Debtors have sold all of their "motion control for advanced technology assets" to Seneca Merger Sub, Inc., which is a subsidiary of FormFactor, Inc. They have sold substantially all of their other assets to EG Systems, LLC. ELECTROGLAS INC: May 26 Confirmation Hearing on Liquidating Plan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will consider at a hearing on May 26, 2010, at 1:30 p.m., prevailing Eastern Time, the confirmation of Electroglas, Inc., and Electroglas International, Inc.'s liquidating Chapter 11 Plan. Objections, if any, are due on May 19, 2010, at 4:00 p.m., ET. The Bankruptcy Court's approval of the Debtors' disclosure statement allows the Debtors to commence the solicitation of votes for confirmation of their Plan. Plan materials and ballots were scheduled for mailing on April 19. The deadline for returning completed ballots is on May 19. The Debtors are also required to file their reply by May 21, at 4:00 p.m. ET. The Debtors' assets were sold in two sale transactions that netted $8.36 million. Electroglas Inc. and Electroglas International Inc. sold all of their "motion control for advanced technology assets" to Seneca Merger Sub, Inc., a subsidiary of FormFactor, Inc. Electroglas sold all of its other assets to EG Systems, LLC. Distributions to holders of general unsecured claims will be comprised of mostly, if not exclusively, of $500,000 that was paid by FormFactor, Inc., to WCSR at the closing of the sale of the MCAT business. The Plan will be funded by (i) available cash on the effective date and (ii) funds available after the effective date from, among other things, the liquidation of the Debtors' remaining assets, the prosecution and resolution of causes of action, and any release of cash from the disputed general unsecured claims reserve and the plan administrator reserve after the effective date. Treatment of Claims Secured noteholder claims will receive a pro rata portion of aggregate secured noteholder distribution, presently estimated to be $3,724,000. The estimated percentage recovery is 14%. Deficiency claims will receive a pro rata portion of available cash for deficiency claims. The estimated percentage recovery is de minimis. Holders of EG general unsecured claims will receive a pro rata portion of the unsecured creditor carveout account attributable to EG general unsecured claims (97% of the entire unsecured creditor carveout account). The estimated percentage recovery is 1% to 2%. Holdersof EII general unsecured claims will receive a pro rata portion of the unsecured creditor carveout account attributable to EG general unsecured claims (3% of the entire unsecured creditor carveout account). The estimated percentage recovery is 1% to 2%. Holders of convenience claims will receive cash equal to 50% of the allowed amount of the respective convenience claim, without payment of interest. Holders of EG equity interest and EII equity interest will receive no distribution. A full-text-copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ElectroglassInc_DS.pdf The Debtors are represented by: Pepper Hamilton LLC Attn: David B. Stratton, Esq. James C. Carignan, Esq. Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 About Electroglas Inc. Headquartered in San Jose, California, Electroglas, Inc., supplies semiconductor manufacturing test equipment and software to the global semiconductor industry, and have been in the semiconductor equipment business for more than 40 years. The Debtors' other major source of revenue comes from their business of designing, manufacturing, selling and supporting motion control systems for advanced technologies. The Company, along with affiliate Electroglas International, Inc., filed for Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416). David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper Hamilton LLP represent the Debtors in their restructuring effort. The Debtors listed total assets of $19,625,000 and total debts of $31,542,000. ENCORE ACQUISITION: Moody's Withdraws 'B1' Rating on Senior Notes ----------------------------------------------------------------- Moody's Investors Service has withdrawn the B1 ratings on the Encore Acquisition Company 6.25% Senior Subordinated Notes due 2014, the 6.0% Senior Subordinated Notes due 2015 and the 7.25% Senior Subordinated Notes due 2017 following the redemption of substantially all of these notes by Denbury Resources Inc. Moody's has also withdrawn Encore's Ba3 Corporate Family Rating and Probability of Default Rating. Pursuant to the recent acquisition of Encore by Denbury, the approximately $225 million of 9.5% Senior Subordinated Notes due 2016 issued by Encore that remain outstanding have become direct obligations of Denbury and are rated B1, LGD 5 (73% changed from 74%). The last rating action on Encore was on February 2, 2010, when its Ba3 CFR and B1 senior subordinated notes ratings were confirmed with a negative outlook. ENERGY TRANSFER: Moody's Withdraws 'Ba2' Rating on $1.75BB Notes ---------------------------------------------------------------- Moody's Investors Service withdrew the Ba2 (LGD6, 92%) ratings assigned to Energy Transfer Equity, L.P.'s proposed $1.75 billion senior note offering and $200 million revolving credit facility. This action follows ETE's postponement of the transactions. The last rating action affecting ETE occurred on January 20, 2010, when Moody's assigned ratings to ETE's proposed note offering and revolving credit facility. Energy Transfer Equity, L.P., and Energy Transfer Partners, L.P., are headquartered in Dallas, Texas. ENVIRONMENTAL INFRASTRUCTURE: Dec. 31 Balance Upside-Down by $2.9M ------------------------------------------------------------------ Environmental Infrastructure Holdings Corp. filed on April 16, 2010, an unaudited annual report on Form 10-K for the year ended December 31, 2009. The Company's balance sheet as of December 31, 2009, showed $1,925,343 in assets and $4,832,291 of debts, for a stockholders' deficit of $2,906,948. The Company reported a net loss of $7,945,754 on $3,654,043 of revenue for 2009, compared with net income of $33,952 on $6,073,439 of revenue for 2008. "The Company has a total stockholders' deficit of $2,833,868 and negative working capital. Additionally, the Company incurred a net loss of $7,911,682 for the year ended December 31, 2009. These factors raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6044 West Conshohocken, Pa.-based Environmental Infrastructure Holdings Corp. f/k/a Xiom Corp. (OTC BB: XMCP) is the parent company of various environmental manufacturing, engineering and services companies. Currently the company has two wholly owned subsidiaries in Equisol, LLC and Xiom Corp. ERICKSON RETIREMENT: Plan Confirmed; Ch. 11 Exit by May Seen ------------------------------------------------------------ Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas issued an order confirming the Fourth Amended Joint Plan of Reorganization of Erickson Retirement Communities, LLC, and its debtor affiliates on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. Against this backdrop, ERC expects to emerge from Chapter 11 by early May 2010, David Hilzenrath of The Washington Post reports. "It's highly unusual and remarkable that a complex bankruptcy of this scale was completed in such a short timeframe," ERC counsel Thomas Califano, Esq., of DLA Piper LLP, related in a public statement. Redwood's successful bid for the ERC Assets required that a consensual plan of reorganization be agreed to by ERC's numerous creditors holding more than $2 billion in debt no later than April 30, 2010. Against this backdrop, it was essential that the transaction and reorganization be completed in an expeditious manner to preserve the rights of the residents, Mr. Califano said. "The only way this would be done was by aggressively driving the process to a result," he pointed out. "With financing for the purchase and development of new senior living facilities still generally unavailable to its competitors, Erickson under Redwood Capital's ownership will find itself in a unique position to grow based on several existing sites that are ready for development and expansion," John Cusack, Esq., a partner at DLA Piper, in New York -- john.cusack@dlapiper.com -- added. ERC owns 20 continuing care retirement communities that serve more than 23,000 residents throughout 11 states in the U.S. Section 1129 Requirements Judge Jernigan held that the ERC Plan satisfied confirmation requirements of Section 1129 of the Bankruptcy Code: (1) The Plan complies with the applicable provisions of the Bankruptcy Code. As required by Rule 3016 of the Federal Rules of Bankruptcy Procedure, the Plan is dated and identifies the Debtors as proponents, thus satisfying Section 1129(a)(1). In addition to Administrative Expense Claims, Compensation and Reimbursement Claims, Priority Tax Claims, and DIP Funding Claims, the Plan classifies nine Classes of Claims and Interests for each Debtor. Valid business, factual, and legal reasons exist for separately classifying the various Classes of Claims and Interests created under the Plan, and those Classes do not unfairly discriminate between Holders of Claims and Interests. Thus, the Plan satisfies Sections 1122 and 1123(a)(1) of the Bankruptcy Code. (2) The Plan complies with Section 1129(a)(2). Specifically, each of the Debtors is an eligible debtor under Section 109 of the Bankruptcy Code. Moreover, the Debtors have complied with the Sections 1125 and 1126(b) of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, applicable non-bankruptcy law, an order scheduling deadlines to solicitation of the Plan or Scheduling Order, and all other applicable law, in transmitting the Plan, the Disclosure Statement, the Ballots, and related documents and notices and in soliciting and tabulating the votes on the Plan. (3) The Plan has been proposed in good faith and not by any means forbidden by law, thus satisfying Section 1129(a)(3). The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtors' estates and effectuating a successful reorganization of the Debtors. (4) Any payment made or to be made by the Debtors for services or for costs and expenses of the Debtors' professionals in connection with their Chapter 11 cases, or in connection with the Plan and incident to these Chapter 11 cases, has been approved by, or is subject to the approval of, the Court as reasonable, thus satisfying Section 1129(a)(4). (5) The Plan complies with Section 1129(a)(5). The identity and affiliations of the persons proposed to serve as the initial directors and officers of each of the Redwood Entities after confirmation of the Plan have been fully disclosed, and the appointment to, or continuance in, the offices of those persons is consistent with the interests of Holders of Claims against and Interests in the Debtors and with public policy. (6) After confirmation of the Plan, the Debtors' business will not involve rates established or approved by, or otherwise subject to, any governmental regulatory commission. Thus, Section 1129 is satisfied. (7) The Plan satisfies Section 1129(a)(7). The Plan Confirmation Declarations, the liquidation analysis provided in the Disclosure Statement, and the other evidence proffered or adduced at the Plan Confirmation Hearing (i) are persuasive and credible, (ii) have not been controverted by other evidence, and (iii) establish that each Holder of an impaired Claim or Interest either has accepted the Plan or will receive or retain under the Plan, on account of that Claim or Interest, property of a value, as of the effective date of the Plan, that is not less than the amount that the Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. (8) Section 1129(a)(8) governs the acceptance of the Plan by certain classes. Holders of claims in the Deemed Rejecting Classes and Abstaining Classes are deemed to have not accepted the Plan. Based on the evidence proffered, adduced, and presented by the Debtors in the Plan Confirmation Declarations and at the Plan Confirmation Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to those Classes, as required by Sections 1129(b)(1) and (b)(2), the Court held. Thus, the Plan is confirmed notwithstanding the deemed rejection of the Plan by these Classes, Judge Jernigan opined. (9) The Plan provides for the treatment of Allowed Administrative Expense Claims, Priority Tax Claims and DIP Funding Claims, thereby satisfying the requirements of Section 1129(a)(9). (10) Holders of Claims in the Voting Classes, except for 8 "Abstaining Classes," voted to accept the Plan, thus satisfying the requirements of Section 1129(a)(10). The Abstaining Claim Classes are Erickson Retirement Communities LLC Class 7 Management Agreement Claims; Columbus Campus LLC Class 3 Improvement Bond Claims; Columbus Campus Class 6 Community Loan Claims; Concord Campus LP Class 7 Other Secured Claims; Littleton Campus LLC Class 3 Mechanic's Lien Claims; Littleton Campus Class 7 Other Secured Claims; Novi Campus LLC Class 3 Mechanic's Lien Claims; and Warminster Campus LP Class 6 Warminster Junior Loan Claims. (11) The information in the Disclosure Statement and the Plan Confirmation Declarations and the evidence proffered or adduced at an April 15, 2010 confirmation hearing (i) is persuasive and credible, (ii) has not been controverted by other evidence, and (iii) establishes that the Plan is feasible, the Court acknowledged. Based, in part, on the financial wherewithal of the Redwood Entities and their obligations under the Plan, there is a reasonable prospect of the Reorganized Debtors being able to meet their financial obligations under the Plan and operate their business in the ordinary course. Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Reorganized Debtors, thus satisfying the requirements of Section 1129(a)(11). (12) The Plan provides that on the Effective Date and thus, as may be required, the Debtors will pay all fees payable pursuant to Section 1930 of Title 28 of the United States Code, thus satisfying Section 1129(a)(12). (13) The Debtors do not maintain retirement plans or other benefits obligations other than a 401(k) plan. Thus, the Debtors have satisfied Section 1129(a)(13). (14) The Debtors are not required by a judicial or administrative order, or by statute, to pay a domestic support obligation. Thus, Section 1129(a)(14) is inapplicable to the Debtors' Chapter 11 Cases. (15) The Debtors are not individuals and thus, Section 1129(a)(15) is inapplicable to their Chapter 11 cases. (16) The Debtors are each a moneyed, business, or commercial corporation and thus, Section 1129(a)(16) is inapplicable to their Chapter 11 Cases. The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act, and no governmental entity has objected to the confirmation of the Plan on those grounds, the Court found. Thus, the Plan satisfies the requirements of Section 1129(d), Judge Jernigan ruled. The modifications and amendments to the Plan through April 16, 2010, meet the requirements of Section 1127(a) and (c) of the Bankruptcy Code, Judge Jernigan further opined. The modifications do not materially and adversely affect the treatment of the Claim of any creditor or Interest holder within the meaning of Rule 3019(a) of the Federal Rules of Bankruptcy Procedure, and no further solicitation or voting is required. Accordingly, the Court authorizes the Debtors to execute documents, including those contained in the Plan Supplement and the Liquidating Creditor Trust Agreement, and take other actions as may be necessary to effectuate the Plan. Redwood Sale Approval, and Other Sale Provisions Judge Jernigan finds that the purchase of the Debtors' assets by the Redwood Entities pursuant to the Second Amended Purchase and Sale Agreement is in the best interests of the Debtors, their estates, and parties-in-interest. The Redwood Entities are acquiring substantially all of the assets of the Debtors relating to the Debtors' Business and the equity interests in the applicable Debtor Landowners, free and clear of all liens, including certain real property liens, a list of which is available for free at: http://bankrupt.com/misc/ERC_LienstobeExtinguished.pdf Certain real property liens and any liens retained pursuant to any stipulation and order resolving an objection to confirmation and certain permitted encumbrances, specifically the Community Loans, Special District Tax Bonds, Warminster Purchase Option Deposit Refund Agreement, and in the case of Warminster Campus, LP, certain other obligations and encumbrances associated with Ann's Choice's bonds will remain. A schedule of the Remaining Liens is available for free at: http://bankrupt.com/misc/ERC_LienstoRemain.pdf As of the closing of the Sale, the Redwood Entities will permit each of the communities subject to bonds namely Monarch Landing, Sedgebrook and Linden Ponds access to use intellectual property, personal property, permits, insurance or other Purchased Assets as and to the extent used by each Bonded Community prior to the sale on reasonable business terms and under pricing consistent with industry standards and as mutually agreed by the Redwood Entities, the applicable NSC-NFP, and the applicable Bond Trustee. The Confirmation Order also provides for these terms: * Kansas Special Assessment Bonds. Judge Jernigan ruled that the assumption of $15 million in bonds issued by the City of Overland Park, Kansas, for Debtor Kansas Campus, LLC's property in Overland pursuant to the Plan is subject Redwood-ERC Kansas, LLC's acquisition of the assets of Kansas Campus in exchange for the assumption of (i) the obligation to pay the special assessments as owner of the Kansas Property for 2010 and subsequent years; and (ii) the obligations of Kansas Campus under certain development, tax regulatory and continuing disclosure agreements. * Compromises. Compromises and settlements among the Debtors and the Creditors' Committee; the Lenders; NSC; the NSC- NFPs; HCP, Inc. and its affiliates; MSRESS III Dallas Campus, L.P., MSRESS III Denver Campus, LLC and MSRESS III Kansas Campus; Sovereign Bank; PPF MF 3900 Gracefield Road, LLC; the Bond Trustees, and Strategic Ashby Ponds Lender LLC and Strategic Concord Landholder, LP incorporated into the Plan, are all approved. * Auction Fee. Judge Jernigan allows the $9 million auction fee to ERC Investment Holdings, LLC, or Coastwood as an allowed administrative expense of the Debtors' estates pursuant to Section 503(b) of the Bankruptcy Code. The Debtors will pay the Auction Fee from the cash proceeds of the Redwood assets sale on the Closing Date. The Auction Fee will be treated as a Payment in Full Claim pursuant to the Plan. * GST Loan. The rights of Erickson Group with respect to a "GST Loan" are assigned to the Liquidating Creditor Trust for the benefit of the Construction Lenders with Erickson Group, LLC Guaranty Claims, subject to the Plan and the Liquidating Creditor Trust Agreement. The GST Loan refers to a loan in the principal amount of $49,648,620 between Erickson Group, as lender, and John C. Erickson GST Trust and 2002 Nancy A. Erickson GST Trust, as borrowers. * CNA Policies. Judge Jernigan conditioned the assignment of any insurance policies issued by Continental Casualty Company, Transportation Insurance Company, American Casualty Company of Reading, Pennsylvania and their American insurance affiliates for the Debtors until the Debtors and the Redwood Entities have executed and delivered to the CNA Entities an agreement providing for the Redwood Entities' assumption of all of the Debtors' obligations and liabilities under the CNA Insurance Agreements. All of the Debtors' right and interest to the CNA Insurance Agreements will be assigned to the Redwood Acquisition Companies. * Closing Cash Payment Increase. A Closing Cash Payment under the Second Amended MSPA has been increased pursuant to amendments to the Second Amended MSPA by an amount equal to $1,078,000, which amount the Debtors will pay over to the holders of Littleton Campus, LLC's Construction Loan Claim, plus other amounts provided for under the Plan. * Kansas Construction Loan Claim. Holders of the Kansas Construction Loan Claim will receive a sum of $814,000, in addition to those other amounts provided for under the Plan and out of the initial entrance deposits held by PNC Bank National Association as collateral and administrative agent for the Holders of the Kansas Construction Loan Claims. * Liquidating Trust Agreement. The Court approved an agreement governing the Liquidating Creditor Trust. Dan Lain is appointed as Trustee under the Liquidating Creditor Trust Agreement. The appointment of the Trust Governing Board is authorized and will be approved upon the Trustee's filing of a notice with the Court identifying the members of that Trust Governing Board. A full-text copy of the Erickson Retirement Confirmation Order dated April 16, 2010, is available for free at: http://bankrupt.com/misc/ERC_Apr16ConfirmationOrder.pdf Plan Objections Overruled, Parties Stipulate All objections, responses, statements and comments in opposition to the Plan, other than those withdrawn with prejudice, waived, or settled prior to, or on the record at, the Plan Confirmation Hearing, are overruled in their entirety, Judge Jernigan ruled. In an effort to resolve plan confirmation objections, the Debtors entered into separate Bankruptcy Court-approved stipulations with Dallas County and Harris County, Regional Construction Services and Sergio Luciani, and Garnet Valley School District, Concord Township, Pennsylvania: (1) Dallas County and Harris County. At Closing, the Debtors will pay the undisputed portion of the prepetition tax claims of the Counties and all other ad valorem property taxes for tax years 2004, 2007, 2008 and 2009 owed on property owned by the Debtors, along with the appropriate interest. As to the disputed amount of ad valorem property taxes, the Debtors will segregate those into a separate account. (2) Regional Construction. The Debtors will assume all obligations with respect to four Regional Construction contracts and make a $450,000 cure payment to Regional Construction immediately after the Closing. (3) Garnet Valley. The Debtors will pay Garnet Valley the undisputed portion of the prepetition ad valorem property tax claims for 2009 and earlier owed to Garnet Valley. Redwood Capital Supports Plan Prior to entry of the Confirmation Order, R. Alan Butler, president of Redwood Capital, filed with the Court a declaration assuring Judge Jernigan that the Redwood Entities have the financial wherewithal to perform under the Second Amended MSPA and Plan. The Redwood Entities are ready, willing and able to close on the transactions set forth under the 2nd Amended MSPA and Plan, he said. As of the Effective Date and immediately after Closing, the Redwood Entities will have, on a consolidated basis, $365 million in capital, including about $60 million in cash, with the only substantial debt being those assumed under the 2nd MSPA and Plan, Mr. Butler noted. Cash flow for the balance of 20l0 is expected to be in the range of $45 million to $60 million from the management contracts and collection of Initial Entrance Deposits and financial projections indicate continued positive cash flow, he further related. In addition, Redwood Capital will have access to a substantial line of credit that can be used for additional capital needs, to the extent needed, he disclosed. "The Redwood Entities will be adequately capitalized at Closing, will have cash flows and other sources of capital in more than a sufficient amount to meet the financial obligations they are undertaking under the Plan and Second Amended MSPA," Mr. Butler averred. Amended Plan Exhibits Before the Court entered the Confirmation Order, the Debtors filed on April 14 and 16, 2010, amended exhibits to the Plan. The Amended Plan Supplements contain (i) further modifications to the Plan since April 9, 2010; (ii) cumulative modifications to version of the Plan dated March 8, 2010; (iii) corrected transaction implementation pool; and (iv) a revised settlement agreement with MSRESS III Dallas Campus, L.P., MSRESS III Denver Campus, LLC and MSRESS III Kansas Campus, L.P. To address objections to the Plan, the Debtors also filed with the Court a copy of the Plan dated March 8, 2010, containing these modifications: * With respect to Warminster Campus Letters of Credit, the only collateral held by PNC Bank to secure its claims arising from the Warminster Letters of Credit are certain certificates of deposit and any interest accrued that relate to the Warminster LOCs. PNC Bank will release its liens on the CODs with the amounts of $115,007 and $550,000, which CODs will be contributed to the TIP. * Subordinated Taxable Adjustable Mezzanine Put Securities or STAMPS Series 2007 and its related indenture will be deemed automatically extinguished, cancelled and of no further force or effect. The Bank of New York Mellon as the indenture trustee of the STAMPS and the Reorganized Debtors will have no continuing obligations. The obligations of BoNY Mellon and the Debtors pursuant to the STAMPS Indenture will be automatically released and discharged. Notwithstanding confirmation of the Plan, the STAMPS and STAMPS Indenture will continue in effect solely for purposes of: (a) allowing holders of the STAMPS to receive distributions under the Plan; (b) allowing a Disbursing Agent to make distributions on account of the STAMPS; (c) permitting BoNY Mellon to maintain any rights and liens it may have against property other than the Reorganized Debtors' property for fees, costs, and expenses pursuant to the STAMPS Indenture; and (d) allowing any holders of the STAMPS who have voted against the Plan or opted out of the releases in the Plan to prosecute or defend any matter with respect to any and all rights and claims they may have, including any rights or claims arising from the issuance of the STAMPS until the time as all those rights or claims have been resolved by a final order and any obligations are satisfied. * The charging lien of BoNY Mellon will survive confirmation of the Plan and the effective date of the Plan to the extent BoNY Mellon's fees and expenses, including the fees and expenses of its counsel are not paid. BoNY Mellon's fees and expenses will be paid directly to BoNY Mellon. * To the extent any tax obligations of a landowner Debtor are abated or refunded, all those abatements, refunds and recoveries will be disbursed to the applicable agent for Construction Lenders to applicable Landowner Debtor for distribution to the Construction Lenders in accordance with their construction loan documents. To the extent any tax obligations of Erickson Group, LLC are abated or refunded, all those abatements, refunds and recoveries will be distributed, pro rata, to holders of Erickson Group Guaranty Claims. A full-text copy of the Plan Modifications is available for free at http://bankrupt.com/misc/ERC_PlanModifications.pdf The Debtors also submitted to the Court a copy of the cumulative changes made to the Plan since March 8, 2010, available for free at http://bankrupt.com/misc/ERC_PlanChangesasofApr16.pdf The Debtors amended their TIP under the Plan to reflect an increase in portion of Warminster Junior Loan Payment from $8,022,000 to $8,200,000. The corrected TIP is now: Payments ------------ PNC Claim Secured by Corporate HQ $1,203,000 Dallas Construction Loan Payment 2,000,000 Kansas Construction Loan Payment 4,347,000 Littleton Junior Loan Payment 1,000,000 Warminster Junior Loan Payment 8,200,000 Trust Cash 2,500,000 Strategic Ashby Ponds Lender, LLC and Strategic Concord Landholder, LP 1,000,000 Creditors Committee Professional Fees 500,000 ------------ $20,572,000 ============ The Debtors also filed with the Court a revised settlement agreement with the MSRESS IIII Entities and Capmark Finance, Inc., to change reference to Debtor Dallas Campus LP from "Dallas Debtor" to "Dallas Campus." A full-text copy of the Amended Settlement Agreement is available for free at: http://bankrupt.com/misc/ERC_RevMSRESSIIIPact.pdf The Debtors filed with the Court on April 15, 2010, amended schedules of contracts to be assumed and assigned under the Plan. Schedules of the contracts to be assumed under the Plan are available for free at: http://bankrupt.com/misc/ERC_2ndAmContractsList.pdf http://bankrupt.com/misc/ERC_3rdAmContractsList.pdf Debtors' Statement on the Rescheduled Confirmation Hearing Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, contended that the Debtors understood the gravity of the Confirmation Hearing, and thus took extreme measure to notify parties interested in the hearing before changing the time of the Confirmation Hearing from 2:30 p.m. to 9:30 a.m. None of those parties objected to reset Confirmation Hearing time, he said. In fact, the only opposition to the change has been from William T. Neary, the U.S. Trustee for Region 6, he noted. Thus, the concern regarding notice and due process expressed by the U.S. Trustee is unique, Mr. Slusher pointed out. "Since the Confirmation Hearing has been moved to an earlier hour, the Debtors and the Bankruptcy Court will have more time to address the concerns that the vast number of creditors' in this complex case may have," he maintained. DLA Piper Helped Stabilize Operations Led by DLA Piper attorneys Thomas Califano and John Cusack, Erickson Retirement Communities LLC emerged from bankruptcy in expedited fashion as the court approved Erickson's reorganization plan and sale to Redwood Capital and affiliates in less than seven months. In December 2009, Redwood outbid an investment group led by Kohlberg Kravis Roberts & Co. during an auction held at DLA Piper's New York office at the end of a process run by Matt Niemann of Houlihan Lokey. Redwood Capital agreed to purchase all of Erickson's assets for $365 million. The conditions of Redwood Capital's successful bid required that a consensual plan of reorganization be agreed to by Erickson's numerous creditors holding in excess of $2 billion of debt no later than April 30, 2010. While under bankruptcy protection, DLA Piper worked with the company and its advisors to stabilize operations, put in place debtor in possession financing and provide certainty to the Erickson's residents. The operational improvements and stabilization of the business were led by Guy Sansone of Alvarez and Marsal as Chief Restructuring Officer. "It's highly unusual and remarkable that a complex bankruptcy of this scale was completed in such a tight timeframe," said Califano, vice chair of DLA Piper's Restructuring practice. "It was essential that this transaction and reorganization be completed in an expeditious manner to preserve the rights of the residents. The only way this would be done was by aggressively driving the process to a result." "We pursued an aggressive time schedule designed to capitalize on Erickson's inherent value in the senior living sector and to avoid a deterioration of Erickson's business. The expedited auction and reorganization allowed the company to preserve value for all stakeholders and protect the residents interest in their living communities," said Cusack, Vice-chair of DLA Piper's Finance practice and Chair of its Real Estate Capital Markets Group. "With financing for the purchase and development of new senior living facilities still generally unavailable to its competitors, Erickson under Redwood Capital's ownership will find itself in a unique position to grow based on several existing sites that are ready for development and expansion." About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Proposes Hickory Chase Settlement ------------------------------------------------------ Debtors Columbus Campus, LLC, and Erickson Retirement Communities, LLC, seek permission from the Court to enter into a settlement agreement involving the transfer of a real and personal property located at 4383 Davidson Road, Hilliard, in Franklin County, Ohio, commonly known as the Hickory Chase Campus to a newly- formed entity. In July 2009, KeyBank National Association and other lenders to Columbus Campus under a construction loan agreement commenced a foreclosure action against Hickory Chase Campus before the Civil Division in the Court of Common Pleas, Franklin County, Ohio. The Action seeks to collect the amount owed to the Columbus Construction Lenders under the Columbus Construction Loan Agreement and related documents, and foreclose on the Hickory Chase Campus. The Foreclosure Action named as defendants Columbus Campus, ERC, and 36 other entities with possible interests in the Hickory Chase Campus. The State Court appointed John A. Rothschild, Jr., as receiver for the Hickory Chase Campus on July 19, 2009. The Disclosure Statement for the Debtors' Fourth Amended Joint Plan of Reorganization provides that Columbus Campus expects to liquidate Hickory Chase Campus by delivering to the Columbus Construction Lenders a deed in lieu of foreclosure before the effective date of the Plan or allowing the Columbus Construction Lenders to complete their foreclosure process. To resolve disputes among entities asserting an interest in Hickory Chase Campus in the most cost-effective method for Columbus Campus, the Debtors entered into the Settlement Agreement with the Columbus Construction Lenders. The salient terms of the Settlement are: (1) KeyBank will cause a new entity -- NewCo -- to be formed for the purpose of holding title to the real and personal property comprising Hickory Chase Campus, subject to all liens and encumbrances and the pending Foreclosure Action. (2) Pursuant to Section 363(b) of the Bankruptcy Code, Columbus Campus will transfer its interest in Hickory Chase Campus to NewCo by quitclaim deed. (3) The Transfer is subject to all liens and encumbrances and, with the exception of Columbus Campus' interest, all interest in Hickory Chase Campus will remain to the same extent and priority as they now exist. (4) The automatic stay under Section 362 of the Bankruptcy Code is modified solely to permit the Foreclosure Action to proceed. Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, discloses that the total debt secured by liens on Hickory Chase Campus far exceeds its present value. Since Columbus Campus has no equity in Hickory Chase Campus, Columbus Campus would like to reduce its involvement and the associated expense in the dispute. Thus, Columbus Campus believes that transferring Hickory Chase Campus to NewCo and resolving the inter-creditor disputes in the Foreclosure Action would allow it to do so. Mr. Slusher also points out that the State Court would be a more convenient forum as Hickory Chase Campus is in Ohio, most of the parties claiming interests in the Hickory Chase Campus are located in Ohio, and the Foreclosure Action has begun. The Settlement Agreement does not prejudice the rights of those entities claiming an interest in Hickory Chase Campus, Mr. Slusher assures the Court. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Seeks April 30 Extension for DIP Financing --------------------------------------------------------------- Erickson Retirement Communities LLC and its units asked for the Court's authority to enter into a first amendment to the Amended and Restated Superpriority DIP Loan Agreement with ERC Funding Co. LLC as DIP Lender. The existing DIP Facility has a maturity date of April 17, 2010. The Debtors previously believed there would be a plan confirmation in place at the time of entry into the DIP Financing and before the Maturity Date. However, the confirmation of the Plan was delayed on account of issues with multiple creditor constituencies, which disputes have now been resolved, according to Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas. Against this backdrop, the Debtors and the DIP Lender entered into the First Amendment that contemplates: (i) an extension of the Maturity Date of the DIP Facility until April 30, 2010; and (ii) the Debtors' payment of a $25,000 extension fee to the DIP Lender. Mr. Slusher asserts that while confirmation of the Debtors' Fourth Amended Joint Plan of Reorganization occurred before the DIP Facility Maturity Date, an extension of the Maturity Date is necessary so that the DIP Facility is still in place upon the effective date of the Plan. He stresses that the Debtors' entry into the First DIP Amendment will provide a continuation of the Debtors' immediate and ongoing access to funds to pay their current and ongoing operating expenses, including postpetition wages and salaries and vendors costs. In addition, the continued availability of credit under the DIP Facility will provide confidence to the residents, employees, and trade vendors, thus promoting a successful reorganization, Mr. Slusher maintains. In a related request, the Debtors ask the Court to consider the DIP Amendment Motion on an expedited basis. The continuation of the Debtors' DIP funding is necessary for the Debtors' successful reorganization, Mr. Slusher stresses. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) EXCELLENCY INVESTMENT: M&K CPAs Raises Going Concern Doubt ---------------------------------------------------------- Excellency Investment Realty Trust, Inc., filed on April 16, 2010, its annual report on Form 10-K for the year ended December 31, 2009. M&K CPAs, PLLC, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company suffered a net loss from operations and has a net capital deficiency. The Company reported a net loss of $2,289,273 on $1,807,699 of rental revenue for 2009, compared with a net loss of $2,170,449 on $1,771,754 of rental revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $4,303,833 in assets and $20,996,748 of debts, for a stockholders' deficit of $16,692,915. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6048 Headquartered in New York, Excellency Investment Realty Trust, Inc. is engaged in the business of acquiring, developing, holding for investment, operating and selling apartment properties in metropolitan areas on the east coast of the United States. The Company intends to qualify as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended. Through its subsidiaries, the Company owns eight residential real estate properties, consisting of an aggregate of 271 apartment units, and comprising a total of roughly 221,839 square feet, all of which are leased to residential tenants. Each of the properties is located in the metropolitan Hartford area of Connecticut. At December 31, 2009, the properties' occupancy rate was roughly 90.4%. FEDERAL-MOGUL: Elects D. Ninivaggi as Non-Independent Director -------------------------------------------------------------- In a regulatory filing with the U.S. Securities and Exchange Commission, Federal-Mogul Corporation said that Daniel A. Ninivaggi was elected by the Board of Directors to serve as a non- independent director effective March 18, 2010. Mr. Ninivaggi will hold office until the next annual election or until his successor is duly elected and will qualify, or until his earlier resignation or removal. Effective April 1, 2010, he serves as the president of Icahn Enterprises L.P., which is the owner of approximately 76% of the Company's outstanding shares of common stock and an affiliate of Mr. Carl C. Icahn, the Chairman of the Company's Board of Directors. Mr. Ninivaggi has served as Of Counsel to the law firm of Winston & Strawn LLP since July 2009 and as a partner from 1998 to 2003. From 2003 until July 2009, Mr. Ninivaggi served in a variety of executive positions at Lear Corporation, including as General Counsel from 2003 through 2007, as Senior Vice President from 2004 until 2006, and most recently as Executive Vice President and Chief Administrative Officer from 2006. He is also a director of CIT Group Inc., a bank holding company. In connection with his election, Mr. Ninivaggi files with the SEC an initial statement of beneficial ownership of securities. He reveals that he does not beneficially own any of the Company's securities. About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. FEDERAL-MOGUL: Extends J.M. Alapont Employment Pact Thru 2013 ------------------------------------------------------------- Federal-Mogul Corporation and Jose Maria Alapont entered into three agreements, pursuant to which he agreed to remain as the Company's president and chief executive officer through March 23, 2013, according to a regulatory filing with the Securities and Exchange Commission. The Agreements, signed on March 18, 2010, and effective as of March 23, amended and restated certain existing agreements between Mr. Alapont and the Company. He will also continue as a member of the Company's Board of Directors. The Agreements are: (1) the Second Amended and Restated Employment Agreement, which amends and restates the original employment agreement dated as of December 31, 2008. Under the SAREA, Mr. Alapont has agreed to extend his employment at a salary of $1.5 million per annum with an annual cash bonus not to exceed his salary, and provides for payments under certain benefit plans and fringe benefits; (2) in connection with the SAREA, the restated Stock Option Agreement dated February 15, 2008, in respect of options to purchase 4,000,000 shares of Common Stock of the Company under the Stock Option Agreement and did so by entering into a Restated Stock Option Agreement dated as of March 23, 2010; and (3) the Amended and Restated Deferred Compensation dated as of December 31, 2008, which reflects the extended term of Mr. Alapont's employment by entering into the Second Amended and Restated Deferred Compensation Agreement dated as of March 23, 2010. As of March 23, 2010, Mr. Alapont has fully qualified for 20 years of service credit under the Company's KEY Executive Pension Plan, and accordingly, no further years of service credit may be earned under the Key Plan and he may retire from the Company and receive benefits under this plan at any time. Pursuant to the SAREA, the Company and Mr. Alapont agreed that for purposes of determining "Final Average Compensation," as that term is defined in the KEY Plan, the period for determining the three consecutive years in which Mr. Alapont earned the highest compensation will be the five year period ending March 23, 2010. The Company has agreed in the Restated Option Agreement to register under the Securities Act of 1933, as amended, the shares of Common Stock subject to the Option. The Restated Option Agreement also provides that the Company, acting through the Compensation Committee of the Board, has the right in connection with any exercise of the Option, to cash out all or part of the portion of the shares of Common Stock for which the Option is being exercised by paying Mr. Alapont an amount in cash equal to the excess of the fair market value of the Common Stock. Mr. Alapont joined Federal-Mogul in 2005 and is credited, in conjunction with Carl Icahn, with guiding the company to exit from difficult bankruptcy proceedings in the United States and United Kingdom. Under his leadership the company has implemented its strategy of sustainable global profitable growth, restructured its global manufacturing and engineering network to better serve its diverse customer base and continued to invest in differentiating technologies to enhance fuel economy, reduce emissions and improve vehicle safety. Federal-Mogul has become a leading, world-class, diversified, global company based on technology, innovation and competitive cost. "I am pleased to stay with the company to continue to develop our strategy of sustainable global profitable growth and look forward to working with our Chairman Carl Icahn and the rest of the board of directors, the management team and all the men and women of Federal-Mogul to keep satisfying our customers and shareholders," said Alapont. Carl Icahn stated that he is delighted that Jose Maria Alapont has agreed to remain with the Company for another three years. Mr. Icahn further stated that he is "looking forward to continuing to work with Jose Maria." Mr. Alapont joined the company as president, CEO and a member of the board of directors in March 2005. He served as chairman of the board of directors from 2005 to 2007. He has more than 35 years of global leadership experience in both vehicle manufacturers and suppliers with business and operations responsibilities in the Americas, Asia Pacific, Europe, Middle East and Africa regions. Mr. Alapont, between 2003 and 2005 was chief executive officer and a member of the board of directors of IVECO, the commercial vehicle company of the Fiat Group. He served in various key executive positions at Delphi Corporation, a global automotive supplier from 1997 to 2003. He began at Delphi as executive director of international operations. In 1999, Mr. Alapont was named president of Delphi Europe, Middle East and Africa and a vice president of Delphi Corporation and also became a member of the Delphi Strategy Board, the company's top policy- making group. In 2003, Mr. Alapont was named president of Delphi's international operations, and vice president of sales and marketing. Mr. Alapont, from 1990 to 1997, served in several executive roles and was a member of the Strategy Board at Valeo, a global automotive supplier. He started at Valeo as managing director of engine cooling systems, Spain. In 1991, Mr. Alapont was named executive director of Valeo's worldwide heavy-duty engine cooling operations. He became group vice president in 1992, of Valeo's worldwide clutch and transmission components division. He was named group vice president of the company's worldwide lighting systems division in 1996. Mr. Alapont began and developed his automotive career from 1974 to 1989 at Ford Motor Company, and over the course of 15 years, starting at Ford of Spain, progressed through different management and executive positions in quality, testing and validation, manufacturing and purchasing positions at Ford of Europe. A native of Spain, Mr. Alapont earned degrees in industrial engineering from the Technical School of Valencia in Spain and in philology from the University of Valencia in Spain. About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. FEDERAL-MOGUL: Wants Final Decree Closing 75 Cases -------------------------------------------------- Reorganized debtor-affiliates of Federal Mogul Corp. ask the U.S. Bankruptcy Court for the District of Delaware to enter a final decree closing 75 of the their 82 Chapter 11 cases, pursuant to Section 350(a) of the Bankruptcy Code, Rule 3022 of the Federal Rules of Bankruptcy Procedure and Rule 5009-1 of the Local Bankruptcy Rules of the District of Delaware. The 75 Specified Debtors are: 17 U.S. Debtors Case Number --------------- ----------- Carter Automotive Company, Inc. 01-10580 Federal-Mogul Dutch Holdings, Inc. 01-10591 Federal-Mogul FX, Inc. 01-10605 Federal-Mogul Global Properties, Inc. 01-10601 Federal-Mogul Ignition Company 01-10613 Federal-Mogul Machine Tool, Inc. 01-10647 Federal-Mogul Mystic, Inc. 01-10615 Federal-Mogul Piston Rings, Inc. 01-10625 Federal-Mogul Powertrain, Inc. 01-10621 Federal-Mogul Puerto Rico, Inc. 01-10630 Federal-Mogul U.K. Holdings, Inc. 01-10651 Federal-Mogul Venture Corporation 01-10641 Federal-Mogul World Wide, Inc. 01-10655 FM International LLC 01-10665 J. W.J. Holdings, Inc. 01-10685 McCord Sealing, Inc. 01-10687 T&N Industries Inc. 01-10689 58 U.K. Debtors --------------- AE Piston Products Limited 01-10589 Greet Limited 01-10668 Hepworth & Grandage Limited 01-10691 T&N Investments Limited 01-10757 T&N Piston Products Group Limited 01-10774 T&N Properties Limited 01-10761 T&N Shelf Eighteen Limited 01-10763 T&N Shelf Nineteen Limited 01-10755 T&N Shelf Three Limited 01-10644 Federal-Mogul Aftermarket UK Limited 01-10694 Federal-Mogul Bridgwater Limited 01-10702 Federal-Mogul Camshafts Limited 01-10705 Federal-Mogul Powertrain Systems Int. Ltd. 01-10587 Federal-Mogul Sealing Systems (Cardiff) Ltd. 01-10593 Federal-Mogul Shoreham Limited 01-10619 Federal-Mogul Sintered Products Limited 01-10627 Federal-Mogul Systems Protection Group Ltd. 01-10649 Federal-Mogul Technology Limited 01-10656 F-M UK Holding Limited 01-10697 TBA Industrial Products Limited 01-10729 Aeroplane & Motor Aluminum Castings Limited 01-10598 Ashburton Road Services Limited 01-10604 Brake Linings Limited 01-10622 Duron Limited 01-10650 Edmunds, Walker & Co. Limited 01-10664 Federal-Mogul Bradford Limited 01-10696 Federal-Mogul Camshaft Castings Limited 01-10703 Federal-Mogul Engineering Limited 01-10707 Federal-Mogul Eurofriction Limited 01-10742 Federal-Mogul Friction Products Limited 01-10712 Federal-Mogul Global Growth Limited 01-10715 Federal-Mogul Ignition (U.K.) Limited 01-10613 Federal-Mogul Sealing Systems (Rochdale) Ltd. 01-10596 Federal-Mogul Sealing Systems (Slough) Ltd. 01-10603 Federal-Mogul Sealing Systems Limited 01-10610 Ferodo Caernarfon Limited 01-10669 Ferodo Limited 01-10686 Fleetside Investments Limited 01-10693 Friction Materials Limited 01-10742 Halls Gaskets Limited 01-10675 l.W. Roberts Limited 01-10739 Lanoth Limited 01-10744 Newalls Insulation Company Limited 01-10638 T AF International Limited 01-10753 T&N Shelf One Limited 01-10758 T&N Shelf Seven Limited 01-10760 T&N Shelf Twenty Limited 01-10652 T&N Shelf Twenty-One Limited 01-10768 T&N Shelf Twenty-Six Limited 01-10769 TBA Belting Limited 01-10732 Telford Technology Supplies Limited 01-10724 The Washington Chemical Company Limited 01-10710 Turner & Newall Limited 01-10718 Turner Brothers Asbestos Company Limited 01-10721 T&N Holdings Limited 01-10754 T&N International Limited 01-10756 T&N Materials Research Limited 01-10759 Well worthy Limited 01-10728 James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware -- joneill@pszjlaw.com -- assures Judge Judith Fitzgerald that the Specified Debtors have fully administered their Chapter 11 cases and have made all distributions required to be made under the Debtors' Confirmed Fourth Amended Joint Plan of Reorganization. On October 1, 2001, each of the Reorganized Debtors, together with other affiliated entities, commenced their Chapter 11 cases. The Court allowed consolidation of the cases for procedural purposes only. Judge Fitzgerald confirmed the Debtors' Plan on November 8, 2007. The U.S. District Court for the District of Delaware subsequently affirmed the Confirmation Order. The Plan became effective on December 27, 2007. The Plan applied to the 82 Debtors. The Chapter 11 cases of 75 Debtors were dismissed by a Court order as of the Effective Date. Confirmation of the Plan followed the coming into effect of company voluntary arrangements for 51 of the Debtors in the United Kingdom. The CVAs acted as governing documents for the restructuring of certain Debtors incorporated under the laws of England and Wales, and function similarly to a Chapter 11 plan in the United States. The Plan recognized the treatment afforded to various classes of claims under the CVAs. In the over two years since the Effective Date, the Reorganized Debtors have been engaged in fulfilling their commitments and responsibilities under the Plan, Mr. O'Neill tells the Court. He notes that they have resolved nearly all prepetition general unsecured claims against the U.S. Reorganized Debtors, and the Reorganized Debtors have made each of the three installment payments under the Plan to holders of general unsecured claims against the U.S. Debtors, with the third and final payment having been made in early March 2010. Nearly all of the U.K. Debtors' CVAs have been completed as determined by the supervisors of those CVAs, with holders of general unsecured claims having had their claims satisfied in accordance with the terms of the Plan and the CVAs, Mr. O'Neill informs Judge Fitzgerald. He adds that the asbestos trusts described in the Plan and the CVAs -- one in the United States and another in the United Kingdom -- have been established and funded for the purpose of assuming responsibility for Asbestos Personal Injury Claims against the Debtors. In many cases, the Specified Debtors are entities that had limited business operations involving third parties as of the Petition Date and for some period preceding the Petition Date, Mr. O'Neill relates. As a result, these entities had comparatively few third- party liabilities to address in their Chapter 11 cases. He assures the Court that the Reorganized Debtors have now verified that third-party liabilities respecting the Specified Debtors have been addressed as provided for in the Plan, and all distributions relating to those third-party liabilities required to be made under the Plan have been made. Given the progress in implementing the Plan since the Effective Date, the Reorganized Debtors have now determined that the large majority of the Reorganized Debtors' Chapter 11 cases may be closed, Mr. O'Neill asserts. With respect to the remaining Reorganized Debtors, he notes, there remain either open unresolved claims against the Reorganized Debtors that must be resolved before the applicable Chapter 11 case may be closed, and other actual or potential issues may exist that have caused the Reorganized Debtors not to seek to close the Chapter 11 cases at present. "In short, the Specified Debtors whose Chapter 11 cases are sought to be closed by this Motion have fully administered their chapter 11 cases, have paid all required fees, and have no further matters to address in their [C]hapter 11 cases," Mr. O'Neill says. While Asbestos Personal Injury Claims may be asserted in the future against certain of the Specified Debtors solely to the extent provided for in Section 4.5 of the Plan, any Asbestos Personal Injury Claims will be addressed as provided for in the Plan, Closure of the Specified Debtors' Chapter 11 cases will not, and is not intended to, affect the operation of the provisions of the Plan; however, in the event reopening any of the Specified Debtors' cases were to become necessary, the Reorganized Debtors reserve their rights to seek a reopening, Mr. O'Neill tells the Court. About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. FEEL GOLF: Farber Hass Raises Going Concern Doubt ------------------------------------------------- Feel Golf Co., Inc., filed on April 14 its annual report on Form 10-K for the year ended December 31, 2009. Farber Hass Hurley LLP, in Camarilo, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses in 2009 and 2008 and has an accumulated deficit of roughly $6,400,000. The Company reported a net loss of $935,599 on $485,773 of revenue for 2009, compared with a net loss of $1,347,705 on $693,388 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $3,439,620 in assets, $1,190,895 of debts, and $2,248,725 of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6065 Salinas, Calif.-based Feel Golf Co., Inc. produces golf clubs including drivers, irons and wedges. FIELDSTONE MORTGAGE: Rejects Parent Co.'s Software Contracts ------------------------------------------------------------ WestLaw reports that a Chapter 11 debtor's possession of computer software that was the subject of executory licensing agreements between the software owner and the debtor's corporate parent, coupled with the software owner's demand for payment and the possibility that the debtor had somehow succeeded to the parent's rights and liabilities under the agreements on an "alter ego" or other theory, provided a sufficient basis for the debtor to file motions to reject the agreements. The debtor's rejection was not an automatic acknowledgment that it was legally obligated to perform the agreements or that it was liable in damages for failing to perform them. Moreover, in the absence of proof that the debtor was liable for performance, the debtor's rejection of these executory contracts, in an attempt to foreclose a claim for performance on its part, did not give rise to any claim on the software owner's part, including an administrative expense claim. In re Fieldstone Mortg. Co., --- B.R. ----, 2010 WL 1172953 (Bankr. D. Md.). About Fieldstone Mortgage Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. -- http://www.fieldstonemortgage.com/-- is a direct lender that offers mortgage loans for multiple credit situations in the United States. In September 2007, Fieldstone was the target of a lawsuit by Morgan Stanley over 72 mortgages totalling $26.5 million that had no, or late, payments. Fieldstone sought Chapter 11 protection (Bankr. D. Md. Case No. 07-21814) on Nov. 23, 2007, citing loan payment lapses and credit market woes. Joel I. Sher, Esq., at Shapiro, Sher, Guinot & Sandler represents the Debtor. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in this case, which is represented by Christopher J. Giaimo, Esq., and Jeffrey Neil Rothleder, Esq., at Arent Fox LLP. The Debtors disclosed total assets of $14,465,348 and total debts of $121,342,790. The Hon. James F. Schneider confirmed Fieldstone Mortgage Company's Chapter 11 plan of reorganization in July 2008. FIRST COMMUNITY: Files Chapter 11 in Columbus --------------------------------------------- First Community Village filed a Chapter 11 petition on April 18 in Columbus, Ohio (Bankr. S.D. Ohio Case No. 10-54533). First Community is the not-for-profit owner of a continuing-care retirement facility in Upper Arlington, Ohio. The petition says assets and debt are both $50 million to $100 million. Debt includes $59.5 million on first-lien bonds and $1.7 million on a subordinate secured debt. Other liabilities include $17.5 million in liens filed by contractors. According to Bloomberg News, First Community said its financial problems were caused by a demolition and reconstruction project that ran over budget. The Company said it is seeking approval of a debt restructuring plan that proposes to settle its debts and emerge within six months, according to Carrie Ghose at Business First of Columbus FIRST FEDERAL: Deloitt & Touche Raises Going Concern Doubt ---------------------------------------------------------- First Federal Bancshares of Arkansas, Inc. filed on April 15, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Deloitte & Touche LLP, in Little Rock, Ark., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted of the Company's significant operating losses in 2009, significant levels of criticized assets, and decline in capital levels. The Company has entered into a written agreement with the Office of Thrift Supervision which requires the Company to meet certain minimum capital requirements by December 31, 2010. The Company plans to file a capital plan with the OTS by the agreed upon deadline of June 30, 2010. Failure to meet the capital requirements included in the capital plan would expose the Company to regulatory sanctions that may include further restrictions on operations and growth, mandatory asset dispositions and liquidation. The Company reported a net loss of $45.5 million on net interest income before provision for loan losses of $20.8 million for 2009, compared with net income of $2.5 million on net interest income before provision for loan losses of $21.8 million for 2008. The Company's balance sheet as of December 31, 2009, showed $731.1 million in assets, $687.8 million of debts, and $43.3 million of stockholders' equity. At December 31, 2009, the Company had net loans receivable of $481.5 million ($566.5 million at December 31, 2008) and deposit liabilities of $624.6 million ($618.0 million at December 31, 2008). A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?604c Harrison, Ark.-based First Federal Bancshares of Arkansas, Inc. is a Texas corporation organized in January 1996 by First Federal Bank for the purpose of becoming a unitary holding company of the Bank. The significant asset of the Company is the capital stock of the Bank. First Federal Bank is a federally chartered stock savings and loan association formed in 1934. First Federal conducts business from its main office and nineteen full service branch offices, all of which are located in a six county area in Northcentral and Northwest Arkansas comprised of Benton, Marion, Washington, Carroll, Baxter and Boone counties. FOREVERGREEN WORLDWIDE: Posts $1.2 Million Net Loss for 2009 ------------------------------------------------------------ ForeverGreen Worldwide Corporation filed its annual report on Form 10-K, showing a net loss of $1,151,319 on $2,090,051 of revenue for 2009, compared with a net loss of $1,072,502 on $1,749,773 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $15,352,078 in assets, $4,193,409 of debts, and $11,158,669 of stockholders' equity. Chisolm, Bierwolf, Nilson & Morrill, in Bountiful, Utah, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a working capital deficiency, and has had negative cash flows from operations and recurring operating losses substantially since inception. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6059 Orem, Utah-based ForeverGreen Worldwide Corporation through its wholly owned subsidiary, ForeverGreen International, LLC, produces and manufactures a wide array of whole foods, nutritional supplements, personal care products and essential oils. FRANCIS GROUP: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Francis Group Holding Corp. 1194 Nostrand Avenue Brooklyn, NY 11225 Bankruptcy Case No.: 10-43296 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: Mark A Frankel, Esq. Backenroth Frankel & Krinsky LLP 489 Fifth Avenue, 28th Floor New York, NY 10017 Tel: (212) 593-1100 Fax: (212) 644-0544 E-mail: mfrankel@bfklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $2,301,500 while debts total $2,527,854. A copy of the Company's list of 9 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nyeb10-43296.pdf The petition was signed by Roger Francis, president. GEMS TV: Wants to Hire Focus Management as Financial Advisor ------------------------------------------------------------ Gems TV (USA) Limited has asked for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Focus Management Group USA, Inc., as financial advisor, nunc pro tunc to the Petition Date. Focus Management will, among other things: a. assist the Debtor and its counsel in the preparation and filing of budgets, projections, filing documents and post- petition cash flows; b. review, prepare and assist and analyze the Debtor's cash flow projections, liquidation strategy, and other reports or analyses prepared by the Debtor or its professionals in order to advise the Debtor on the viability of the continuing operations and the reasonableness of projections and underlying assumptions; c. assist the Debtor in preparing its schedules of assets and liabilities and statement of financial affairs to be filed in connection with the Debtor's Chapter 11 case; and d. review, evaluate and analyze the Debtor's internally prepared financial statements and related documentation in order to evaluate the performance of the Debtor as compared to projected results on an ongoing basis. Focus Management will be paid based on the hourly rates of its personnel: Managing Directors $400 Senior Consultants $350 J. Tim Pruban, Focus Management's president, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. Epiq Bankruptcy Solutions Inc. is the Company's claims and notice agent. The Company listed $10,000,000 to $50,000,000 in assets and $100,000,000 to $500,000,000 in liabilities. GEMS TV: Gets OK to Hire Epiq Bankruptcy as Claims Agent -------------------------------------------------------- Gems TV (USA) Limited sought and obtained authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims, noticing, and balloting agent. Epiq will, among other things: a. assist the Debtor and the Court Clerk's Office with noticing and claims handling; b. assist the Debtor with the compilation, administration, evaluation and production of documents and information necessary to support a plan confirmation process; c. prepare and serve notices required in the bankruptcy case; and d. receive, record and maintain copies of proofs of claim and proofs of interest filed in the bankruptcy case. Epiq will be compensated based on its service agreement with the Debtor. A copy of the agreement is available for free at: http://bankrupt.com/misc/GEMS_TV_servicespact.pdf Daniel C. McElhinney, the executive director of Epiq, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Company listed $10,000,000 to $50,000,000 in assets and $100,000,000 to $500,000,000 in liabilities. GEMS TV: Taps Young Conaway as Bankruptcy Counsel ------------------------------------------------- Gems TV (USA) Limited has sought permission from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel, nunc pro tunc to the Petition Date. Young Conaway will, among other things: a. provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; b. pursue the orderly liquidation of the Debtor's assets through an orchestrated sale process; c. prepare application, motions, answers, orders, reports and other legal papers; and d. appear in Court and otherwise protecting the interests of the Debtor before the Court. Young Conaway will be paid based on the hourly rates of its personnel: Robert S. Brady $660 Edwin J. Harron $610 Edmon L. Morton $530 Kenneth J. Enos $335 Robert F. Poppiti, Jr. $285 Andrew L. Magaziner $275 Casey Cathcart, Paralegal $165 To the best of the Debtor's knowledge, Young Conaway is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. 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). Focus Management Group is the Company's financial advisor. Epiq Bankruptcy Solutions Inc. is the Company's claims and notice agent. The Company listed $10,000,000 to $50,000,000 in assets and $100,000,000 to $500,000,000 in liabilities. GENERAL GROWTH: Brookfield Won't Raise $2.6 Billion Offer --------------------------------------------------------- Kris Hudson at The Wall Street Journal reports that Brookfield Asset Management Inc. has informed General Growth Properties Inc. that it won't modify its offer to provide $2.6 billion of capital to the mall owner in light of a competing proposal from Simon Property Group Inc. The Journal reports that in a letter sent Monday to top General Growth executives, Brookfield Chief Executive Officer J. Bruce Flatt took issue with several aspects of Simon's proposal to take an ownership stake in General Growth, noting that such an arrangement "will inevitably create uncertainty as to whether GGP will remain an independent company." He dismissed Simon's proposal as "a material ongoing impediment to the prosperity of the company." The report also notes Mr. Flatt said Simon owning a portion of General Growth would raise antitrust concerns with federal regulators. Regarding Simon's pledge to stay out of General Growth's management affairs if its offer is accepted, Mr. Flatt wrote: "We do not believe that any formulaic 'limitations' proposed by Simon will materially alter the burden that GGP will face in hiring and retaining employees and management, negotiating leases [with retailers], pursuing acquisition or development opportunities or accessing the capital that it needs to finance and grow its business." Simon Property Group Inc. said last week that it is willing to take Brookfield's place in the group of three investors who together would contribute $6.55 billion in new equity in return for 65% of the stock of the reorganized company. The other investors are Fairholme Capital Management LLC and Pershing Square Capital Management LP. According to Bloomberg News, General Growth reported to the bankruptcy court that 220 units have implemented reorganization plans that were approved in confirmation orders signed by the bankruptcy judge between December and March. The subsidiaries had mortgage loans totaling $12 billion. Thirty-eight other subsidiaries with $1.8 billion in debt are yet to consummate their confirmed plans, the report said. 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) GENMED HOLDING: Meyler & Company Raises Going Concern Doubt ----------------------------------------------------------- Genmed Holding Corp. filed on April 15, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Meyler & Company, LLC, in Middletown, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit of $62,266,626 since inception and had net losses and negative working capital in 2009 and 2008. The Company reported a net loss of $8,594,715 on $51,992 of revenue for 2009, compared with a net loss of $38,756,676 on $9,399 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $6,250,905 in assets, $2,147,810 of debts, and $4,103,095 of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6051 Based in Zoetermeer, The Netherlands, Genmed Holding Corp. (OTC BB: GENM) -- http://www.genmed.nl/-- engages, through its wholly owned subsidiary, Genmed B.V., in the distribution of generic drugs GEO GROUP: Moody's Reviews Senior Unsecured Rating at 'B1' ---------------------------------------------------------- Moody's Investors Service has placed the ratings of GEO Group (senior unsecured at B1) under review direction uncertain and the ratings of Cornell Companies (senior unsecured at B2) under review for possible upgrade. This rating action follows the merger announcement on April 19, 2010. The GEO Group will acquire Cornell for stock and/or cash with the cash component capped at $100 million. The estimated enterprise value is $685 million based on the closing prices of both companies' stock on April 16, 2010, including the assumption of approximately $300 million in Cornell debt. The transaction is expected to close in the third quarter 2010 and be financed through GEO's cash and credit line availability. Moody's stated that this rating action reflects the possibility that GEO's financial profile could weaken as a result of the higher leverage and higher levels of secured debt that are expected to be used for the acquisition. Moody's review will focus on the ultimate financing and capital structure of the company and the integration of Cornell Companies business segments. A rating confirmation would most likely result if GEO Group is able to mitigate the higher leverage associated with the transaction financing, while successfully integrating the companies. These ratings were placed under review direction uncertain: * GEO Group, Inc. -- Ba3 senior secured; B1 senior unsecured; Ba3 corporate family. Moody's last rating action with respect to GEO was on October 5, 2009, when Moody's assigned a B1 rating to a new issuance of unsecured notes due 2017. This rating was placed under review for possible upgrade: * Cornell Companies, Inc.: B2 senior unsecured Moody's last rating action with respect to Cornell Companies was on August 27, 2009, when Moody's affirmed the ratings and maintained the stable outlook. The GEO Group, Inc., is based in Boca Raton, Florida, USA, and is a provider of government-outsourced services specializing in the management of correctional, detention and mental health and residential treatment facilities in the United States, Australia, the United Kingdom, South Africa, and Canada. GEO's operations include the management and/or ownership of 62 facilities with a total design capacity of approximately 60,000 beds including development. Cornell Companies, Inc., is based in Houston, Texas, USA, and is a private provider of corrections, treatment and educational services outsourced by federal, state and local governmental agencies. Cornell provides a diversified portfolio of services for adults and juveniles through its three operating divisions: Adult Secure Services; Abraxas Youth and Family Services; and Adult Community-Based Services. At December 31, 2009, the company had 68 facilities with a total service capacity of 21,392. The facilities are located in 15 states and the District of Columbia. GENERAL MOTORS: To Disclose Early Repayment Treasury Loans ---------------------------------------------------------- Dow Jones Newswires' Sharon Terlep reports that a person familiar with the matter said Monday General Motors Co. plans to disclose the early repayment of its remaining $4.7 billion in U.S. government loans. According to Ms. Terlep, GM Chairman and Chief Executive Edward E. Whitacre Jr. is expected to make the official announcement at a midsized car factory in Kansas City, Kansas, on Wednesday. Ms. Terlep says Mr. Whitacre believes the repayment is a critical step toward winning back U.S. customers. Ms. Terlep notes that Ford Motor Co.'s status as the only Detroit auto maker to avoid a government bailout has helped the company outperform its rivals. According to Ms. Terlep, an early repayment signals that GM executives are confident it is financially stable without the cash. Ms. Terlep notes GM lost $4.3 billion in the last half of 2009, but Mr. Whitacre has forecast a "solid" first-quarter when GM releases its financial results next month. The Journal relates GM had until 2015 to repay the loan, but has gradually pulled ahead of its original payment schedule. In November, former Chief Executive Frederick Henderson promised to repay the money by mid-2011. Mr. Whitacre in December said the money would be repaid by the end of June, and recently has hinted the payback would come even sooner. GM already has made two $1 billion payments, in December and March. 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 December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was $21.249 million. 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) GMAC INC: Jack Stack Joins as Independent Director -------------------------------------------------- GMAC Financial Services said Jack Stack has been appointed as an independent director to its board of directors, effective April 12, 2010. Mr. Stack will also serve on the Audit Committee and Risk and Compliance Committee. "We are pleased to have Jack join the GMAC board and know that his extensive background in banking will add valuable perspective and enhance the governance process," said GMAC Chairman Franklin Hobbs. Mr. Stack served as chairman and chief executive officer of Ceska Sporitelna, a.s., the largest bank in the Czech Republic, from 2000 to 2007. Prior to that, he spent 22 years in retail banking in various roles at Chemical Bank and then later at Chase Bank. Mr. Stack began his career in government, working in staff roles in the New York City Non-Judicial office and then later in the New York City mayor's office. He earned a bachelor's degree from Iona College and a master's degree from Harvard Graduate School of Business Administration. He also serves on the boards of Erste Bank Group, Mutual of America and ShoreBank International. About GMAC GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. GMAC's business operations include automotive finance, mortgage operations, insurance and commercial finance. The company also offers retail banking products through its online bank, Ally Bank. As of December 31, 2009, GMAC had approximately $172 billion in assets. GMAC Inc. was founded in 1919 as a wholly owned subsidiary of General Motors Corporation. On November 30, 2006, General Motors Corporation sold a 51% interest in the Company to FIM Holdings LLC, an investment consortium led by Cerberus FIM Investors, LLC, the sole managing member. On December 24, 2008, the Board of Governors of the Federal Reserve System approved the Company's application to become a bank holding company under the Bank Holding Company Act of 1956, as amended. In connection with this approval, GM and FIM Holdings were required to significantly reduce their voting equity ownership interests in GMAC. These reductions in ownership occurred in 2009. Ally Bank, a unit of GMAC Financial Services, is an online U.S. bank that provides an array of products, including online savings accounts, money-market savings accounts and a variety of no penalty certificates of deposit. The bank was founded on three core values: talking straight, doing what's right and being obviously better than the competition. Ally Bank's total assets were $42.5 billion at the end of the second quarter of 2009. Headquartered in Minneapolis, Minnesota, Residential Capital LLC -- http://www.rescapholdings.com/-- is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. * * * For the 2009 full year, GMAC reported a net loss of $10.3 billion, compared to net income of $1.9 billion in 2008. GMAC reported that as of Dec. 31, 2009, it had $172.306 billion in total assets and total debt of $98.313 billion. GMAC says there is substantial doubt about ResCap's ability to continue as a going concern. GMAC says that should ResCap file for bankruptcy, its investment related to ResCap's equity position would likely be reduced to zero. Dow Jones notes GMAC has received $16.3 billion of federal aid as part of an effort to avoid bankruptcy. It converted into a bank- holding company at the end of 2008 to help make it through the financial crisis. In February 2010, Moody's Investors Service upgraded the senior unsecured rating of GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable rating outlook. At the end of January, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on both GMAC and Residential Capital to 'B' from 'CCC'. GRANT FOREST: Georgia-Pacific Gets Ok to Buy Firm's Facilities ------------------------------------------------------------- Georgia-Pacific received approval from the Minister of Industry for the acquisition of Grant Forest Products' Englehart and Earlton, Ontario facilities. The Minister reviews significant foreign investments in Canada to determine their likely net benefit to Canada. This follows earlier approvals of the acquisition by the Canadian court overseeing the Grant Forest Products Companies' Creditors Arrangement Act filing, the Canadian Competition Bureau and the United States Federal Trade Commission (FTC). Further approval is pending in US bankruptcy court. Georgia-Pacific plans to continue operations at Englehart without any major changes in employment levels. Georgia-Pacific will source all timber for Canadian operations from Canadian forests using Canadian-based logging contractors; it will take steps to promote sustainable forestry practices; it will make efforts to expand sales to a broader range of customers; and it also will make substantial investments in the Englehart facility to enhance its competitiveness. GRANT JOHNISEE, SR: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Grant Eugene Johnisee, Sr. dba Johnisee & Sons, Inc. 106 Copperfield Court White House, TN 37188 Bankruptcy Case No.: 10-04081 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Debtor's Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz 618 Church Street Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: 615 255-4516 E-mail: slefkovitz@lefkovitz.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtor says that assets total $1,272,450 while debts total $1,549,431. A copy of the Debtor's list of 18 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/tnmb10-04081.pdf The petition was signed by the Debtor. GREEN VALLEY: S&P Downgrades Corporate Credit Rating to 'D' ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit and issue-level ratings on Las Vegas-based Green Valley Ranch Gaming LLC to 'D'. The downgrade follows the company's failure to make interest payments on its first- and second-lien term loans, due March 15 and March 30, respectively. GREENSHIFT CORP: Rosenberg Rich Raises Going Concern Doubt ---------------------------------------------------------- GreenShift Corporation filed on April 16, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Rosenberg Rich Baker Berman & Company expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficiency as of December 31, 2009. The Company reported a net loss of $19.7 million on $3.9 million of revenue for 2009, compared with a net loss of $42.5 million on $4.5 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $19.5 million in assets and $83.3 million of debts, for a stockholders' deficit of $63.8 million. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6047 Headquartered in New York, GreenShift Corporation develops and commercializes clean technologies designed to integrate into and leverage established production and distribution infrastructure to address the financial and environmental needs of its clients by decreasing raw material needs, facilitating co-product reuse, and reducing waste and emissions. HORIZON BANCORPORATION: Francis & Co. Raises Going Concern Doubt ---------------------------------------------------------------- Horizon Bancorporation, Inc., filed on April 15, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Francis & Co., CPA's, in Atlanta, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that he Company has suffered heavy losses in calendar year 2009, reducing its capital accounts significantly. "Due to the 2009 losses, the significant decline in capital ratios, regulatory concerns over the adequacy of the allowance for loan and lease losses, as well as other concerns, a formal supervisory agreement was imposed by Federal and State regulators. Failure to fully comply with the requirements of the above agreement may lead to additional regulatory actions such as prompt corrective action directive (imposed in 2010) or even placing the Company into receivership/conservatorship." The Company reported a net loss of $8.1 million on $6.0 million of net interest income before provision for possible loan losses for 2009, compared with net income of $587,970 on $6.1 million of net interest income before provision for possible loan losses for 2008. The Company's balance sheet as of December 31, 2009, showed $199.5 million in assets, $193.8 million of debts, and $5.7 million of stockholders' equity. At December 31, 2009, the Company had net loans receivable of $151.1 million ($166.0 million in 2008) and deposit liabilities of $174.6 million ($166.3 million in 2008). A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6053 Horizon Bancorporation, Inc. (OTC BB: HZNB) -- http://www.horizonbankfl.com/-- is the bank holding company of Horizon Bank, a commercial bank chartered under the laws of Florida. The Company maintains its corporate offices and main banking center at 900 53rd Avenue East, in Bradenton, Florida. HORIZON LINES: S&P Affirms Corporate Credit Rating at 'B' --------------------------------------------------------- S&P Says U.S. shipping company Horizon Lines' financial profile has weakened because of limited financial covenant cushion, significant earnings pressures from prolonged weakness in the U.S. economy, and the $20 million settlement agreement on a class- action suit related to ocean shipping services in the Puerto Rico trade lane. The company is still under investigation by the Department of Justice into possible antitrust violations and has several class- action lawsuits, both related to ocean shipping. S&P is affirming its ratings on Horizon Lines, including the 'B' corporate credit rating and the 'BB-' rating on the senior secured debt. The negative outlook reflects S&P's expectations that there could be further material weakening in the company's financial profile if shipping volumes do not recover to expected levels. HSP INVESTMENT: Chapter 11 Case Dismissed on Bad Fa4ith Filing ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California dismissed HSP Investment, Inc.'s Chapter 11 case. As reported in the Troubled Company Reporter on February 24, 2010, creditor Universal Bank sought for the dismissal of the Debtor's case because the Debtor lack of good faith in filing the case. Fullerton, California-based HSP Investment, Inc., filed for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr. C.D. Calif. Case No. 09-24158). Fred W. Lee, Esq., at Law Offices of Frederick W Lee assists the Company in its restructuring effort. The Debtor listed assets of $13,000,000, and total debts of $13,000,000 in its petition. INFOLOGIX INC: McGladrey & Pullen Raises Going Concern Doubt ------------------------------------------------------------ InfoLogix, Inc., filed on April 16, 2010, its annual report on Form 10-K for the year ended December 31, 2009. McGladrey & Pullen, LLP, in Blue Bell, Pa., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has negative working capital and an accumulated deficit as of December 31, 2009. The Company reported a net loss of $22.4 million on $86.9 million of revenue for 2009, compared with a net loss of $13.2 million on $100.7 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $33.9 million in assets and $38.5 million of debts, for a stockholders' deficit of $2.5 million. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6049 Hatboro, Pa.-based InfoLogix, Inc. (NASDAQ: IFLG) -- http://www.infologix.com/-- is a provider of enterprise mobility solutions for the healthcare and commercial industries. INNOVATIVE COMPANIES: Wants to Sell Excess Assets to Cut Expenses ----------------------------------------------------------------- Innovative Companies LLC, et al., ask the U.S. Bankruptcy Court for the Eastern District of New York for authorization to liquidate certain excess assets and inventory. The Debtors intend to sell certain tile inventory located at the Debtors' various facilities in Georgia, California, New Jersey, New York, Florida and Illinois. The sale, according to the Debtors, will reduce overhead and expenses, and will facilitate the filing of certain plans of reorganization. The Debtors relate that the excess assets are not required for their ongoing business and the value will depreciate if not disposed of expeditiously. The Debtors intend to negotiate with various private parties interested in the excess assets. Lender, Woodside Agency Services, LLC, et al., is the only creditor known to have a lien in the excess assets. Headquartered in Hauppauge, New York, The Innovative Companies LLC and its affiliates filed for Chapter 11 protection on April 17, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669). Leslie A. Berkoff, Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors in their restructuring efforts. David M. Banker, Esq., at Lowenstein Sandler PC, represents the official committee of unsecured creditors as counsel. In its petition, the Company listed between $10 million and $50 million each in assets and debts. INTEGRATED ENVIRONMENTAL: Weaver Martin Raises Going Concern Doubt ------------------------------------------------------------------ Integrated Environmental Technologies, Ltd., filed on April 14, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Weaver & Martin LLC, in Kansas City, Mo., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company's ability to continue as a going concern is dependent upon obtaining additional sources of capital or borrowings. The Company reported a net loss of $2,798,404 on $347,955 of revenue for 2009, compared with a net loss of $1,548,392 on $509,673 of revenue for 2008. The Company's balance sheet as of December 31, 200, showed $1,043,000 in assets, $888,743 of debts, and $154,257 of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?605d Little River, S.C.-based Integrated Environmental Technologies, Ltd., through its wholly-owned subsidiary I.E.T., Inc., designs, manufactures, and sells EcaFlo(R) equipment, which utilizes the Electro-Chemical Activation process to generate environmentally responsible EcaFlo(R) solutions - anolyte and catholyte - for use in managing and controlling bacteria, fungi, viruses and other unwanted microorganisms in an effective and economically beneficial manner over a variety of commercial and industrial applications. INTERNATIONAL ALUMINUM: Unsecured Creditors Oppose Chapter Plan --------------------------------------------------------------- Bankruptcy Law360 reports that International Aluminum Corp.'s unsecured creditors aren't pleased with the company's proposed Chapter 11 plan, arguing in an objection filed in bankruptcy court that the exit strategy "gives the company away" to senior lenders. The official committee of unsecured creditors, which filed its objection Friday in the U.S. Bankruptcy Court for the District of Delaware, argues that International Aluminum's reorganization plan undervalues the company, Law360 says. 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. INTERNATIONAL PERSONAL: Fitch Assigns 'BB+' Rating on Medium Notes ------------------------------------------------------------------ Fitch Ratings has assigned International Personal Finance Plc's EUR1bn euro medium-term note program a long-term rating of 'BB+'. Fitch notes that there is no assurance that notes issued in future under the program will be assigned a rating, or that the rating assigned to a specific issue under the program will have the same rating as the program rating. IPF is rated Long-term Issuer Default Rating 'BB+' with a Stable Outlook and Short-term IDR 'B' by Fitch. The company is listed in London and focuses on emerging market home-collected small unsecured loans. INVACARE CORP: S&P Gives Positive Outlook; Affirms 'B+' Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Elyria, Ohio-based medical equipment manufacturer Invacare Corp. to positive from stable. S&P also affirmed its 'B+' corporate credit and other ratings. The positive outlook reflects ongoing improvement in the company's financial performance, as evidenced by consistent free cash flow generation and debt reduction. This has resulted in debt to EBITDA declining to 2.3x and funds from operations to total debt improving to 43% at Dec. 31, 2009. "S&P's speculative-grade ratings on Invacare Corp. primarily reflect the company's ongoing exposure to Medicare reimbursement reductions, and a near-term exposure to an evolving competitive bidding environment," said Standard & Poor's credit analyst Michael Berrian. The ratings also reflect the company's concentration in wheelchairs and counterparty risk for accounts receivable. Invacare's weak business risk profile reflects significant competitive and reimbursement uncertainties tied to third party payors. Notwithstanding its leadership position in niche medical equipment markets, Invacare is susceptible to reimbursement pressures in both the U.S. and Europe, which are unlikely to abate in the near-term. Additionally, with competitive bidding scheduled for Medicare implementation in January 2011, Invacare could face margin pressure in the near-term. The implication from the recent passage of health reform legislation, which includes a medical device tax on medical equipment manufacturers and cuts to home health care, which is a segment of its customer base, eventually also could affect the company's profitability. However, since the tax will not be implemented until 2013, Invacare has time to evaluate and pursue options to offset the related potential deterioration in profitability. About one-half of Invacare's EBITDA is generated outside of the U.S., a significant advantage given U.S. reimbursement trends; however, the stronger dollar and reimbursement pressures in Europe have offset some of that advantage. For the year-ended Dec. 31, 2009 Invacare's revenues declined 3.5%, mostly due to foreign currency translation. JEVCO INSURANCE: A.M. Best Upgrades FSR to 'B++' ------------------------------------------------ A.M. Best Co. has upgraded the financial strength rating to B++ (Good) from B- (Fair) and issuer credit rating (ICR) to "bbb" from "bb-" of JEVCO Insurance Company (JIC) (Quebec). Both ratings have been removed from under review with negative implications and assigned a stable outlook. These actions follow the March 29, 2010 sale of JIC by Kingsway Financial Services Inc (KFSI) (Ontario) to The Westaim Corporation (Westaim) (Ontario) [TSX: WED]. Concurrently, A.M. Best has assigned an ICR of "bb" to Westaim, with a stable outlook. The ratings and outlook reflect JIC's adequate capitalization, favorable operating performance pre-intercompany reinsurance and its recent acquisition by Westaim. These positive rating factors are partially offset by JIC's negative earnings trend, soft commercial lines pricing and strong competitive market pressures. JIC's positive rating factors include various restructuring plans, cancellation and run off of non-core lines of business prior to the sale, the assumption of the business of its Canadian affiliate, Kingsway General Insurance Company's (KGIC) business with JIC and the commutation of all intercompany reinsurance. The sale of JIC to Westaim helps to deleverage its balance sheet and allows JIC to refocus efforts on underwriting its core business lines. JIC benefits from the financial flexibility and implicit and explicit support of Westaim, which further strengthened JIC's balance sheet after the acquisition. Westaim is a financial service holding company that is focused on the property/casualty insurance industry. Going forward, direct premiums written are projected to remain stable as non-core lines of business from KGIC are run off. Management has undertaken significant underwriting initiatives to ensure any business that is retained from KGIC meets JIC's underwriting and pricing standards. These positive rating factors are partially offset by the potential for additional pressure on capitalization if there is continued deterioration in JIC's current earnings, additional adverse reserve development or if premium growth exceeds projections. There also is an element of execution risk as JIC refocuses on its core lines. A.M. Best believes improved earnings will be a challenge in the near term due to soft commercial market conditions, strong competition in the non-standard auto and commercial auto markets, a trend of more frequent and severe weather-related losses and difficult financial markets. JOE DEAN: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Joe Dean 7515 Kohler Road Pasco, WA 99301 Bankruptcy Case No.: 10-02341 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Judge: Frank L Kurtz Debtor's Counsel: Timothy R. Fischer, Esq. Murphy Bantz & Bury PS 818 W Riverside Avenue, Suite #631 Spokane, WA 99201 Tel: (509) 838-4458 Fax: (509) 838-5466 E-mail: tfischer@mbandbps.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 creditors together with its petition. The petition was signed by the Debtor. JP MORGAN CHASE: DBRS Confirms Class L at 'CCC' ----------------------------------------------- DBRS has confirmed Classes A-1 through A-M with Stable trends and downgraded classes A-J through K in the J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP4 transaction. Classes AJ through F remain on trend Stable while classes F through N have been changed to Negative trend. Classes L through N were confirmed at CCC with a Negative trend and Class P was downgraded to C with a negative trend. The shadow rating on one loan, Plastipak Portfolio, has also been confirmed at BBB (high). Classes H through P have interest in arrears and are noted as such. The downgrades are a result of the losses estimated on the 12 loans in special servicing. Based on current cash flows and updated appraised values, realized losses from the specially serviced loans could reach Class P, which does not factor in the loss estimate on Silver City Galleria which could exceed 30%, based on an updated appraised value. DBRS expects the portfolio performance to continue to decline as the specially serviced loans continue to work towards resolutions through 2010, in addition to the troubled loans that have not yet transferred to the special servicer. Of the 12 loans in special servicing, two are in the top ten; the largest contributors being Silver City Galleria (5.1% of the pool) and Western US Alliance Data Systems Portfolio (2.8% of the pool). The Silver City Galleria loan is secured by a 714,898 sf regional shopping mall in Taunton, Massachusetts. The loan was transferred to special servicing in October 2009 due to imminent monetary default and the borrower defaulted on the December 2009 payment date. The borrower for the loan is a joint venture between the Teacher's Retirement Systems of the State of Illinois and General Growth Properties, Inc. (GGP). As of June 2009, the servicer reported the property to be 80% occupied, with a DSCR of 0.94x. At issuance, the property received an appraised value of $200 million and the March 2010 reporting period revealed an updated appraised value of $89.8 million. DBRS will continue to monitor this loan as the special servicer's resolution strategy remains in negotiation. The Western US Alliance Data Systems Portfolio loan is secured by five office buildings in three states totaling 485,989 sf. Western US Alliance Data Systems (Western Alliance) is located in Dallas, Texas in the Richardson submarket. Gateway Buildings 12, 22 and 23 are located in Diamond Bar, California (20 miles east of Los Angeles), and SW Center is located in Tigard, Oregon (seven miles southwest of Portland). The loan transferred to the special servicer in January 2010, due to the borrower failing to post a letter of credit associated with tenant rollover. Western Alliance solely occupied the 230,061 sf building in Dallas and has indicated they will not renew their lease at expiry in October 2010. Additionally, Allstate Insurance, the sole tenant in the Gateway 22 building vacated upon lease expiry in December 2009. The loan payments remain current, however, the loan is expected to default when Western Alliance vacates in October 2010. DBRS is assuming a loss based on deflating the issuance dark values for the subject properties. Additionally, DBRS has placed the sixth largest loan in the pool, Creekside Apartments, on the HotList. The loan is secured by a 1,026-unit garden-style apartment complex located in Bensalem, Pennsylvania (25 miles north of Philadelphia). DBRS has obtained a YE2009 OSAR which reports a DSCR of 1.06x and while occupancy has remained stable at 86% over the past two years, EGI has declined approximately 3% due to a decrease in base rent. Additionally, the loan is scheduled to convert from interest-only to P&I payments in August 2010. At that time, the loan could experience trouble covering debt service, thus, DBRS has placed the loan on the HotList and will continue to monitor the loan closely. With the exception of Silver City Galleria, Western US Alliance Data Systems Portfolio, and Creekside Apartments, the performance of the top ten loans (38.8% of the current pool balance) remains stable, with one of the top ten loans fully defeased (2.4% of the pool). As part of its review, DBRS analyzed the top ten loans, the servicer's watchlist and the 12 specially serviced loans, which comprises approximately 67% of the current pool balance. The details of DBRS's analysis can be found in an updated Surveillance Report. JUSTIN GEORGES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Justin Georges 11 East 128th Street New York, NY 10035 Bankruptcy Case No.: 10-12003 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Arthur J. Gonzalez Debtor's Counsel: Sean C. Serpe, Esq. Serpe & Associates, P.C. 450 Seventh Avenue, Suite 2601 New York, NY 10123 Tel: (212) 725-3600 Fax: (212) 660-7439 E-mail: sean@seanserpelaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nysb10-12003.pdf The petition was signed by the Debtor. KENDALL COUNTY: Section 341(a) Meeting Scheduled for May 3 ---------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of Kendall County Development Company, LP'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 Building, 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. Boerne, Texas-based Kendall County Development Company, LP, filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. W.D. Texas Case No. 10-51341). William B. Kingman, Esq., at Law Offices of William B. Kingman, PC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. KRISPY KREME: Posts $157,000 Net Loss for Jan. 2010 Fiscal Year --------------------------------------------------------------- Krispy Kreme Doughnuts, Inc., filed with Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended January 31, 2010. Krispy Kreme posted a net loss for the third straight year, reporting a net loss of $157,000 for fiscal 2010 compared to net losses of $4,061,000 for the year ended February 1, 2009, and $67,051,000 for the year ended February 3, 2008. Revenues were $346,520,000 for the January 2010 fiscal year, from $385,522 for the year ended February 1, 2009, and $430,370,000 for the year ended February 3, 2008. As of January 31, 2010, the Company had total assets of $165,276,000 against total current liabilities of $37,673,000, long-term debt, less current maturities of $42,685,000, and other long-term obligations of $22,151,000, resulting in shareholders' equity of $62,767,000. A full-text copy of the Company's annual report is available at no charge at http://ResearchArchives.com/t/s?6060 A transcript of the Company's 4th Quarter 2010 Earnings Conference Call is available at http://ResearchArchives.com/t/s?6061 About Krispy Kreme Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer and wholesaler of doughnuts. The company's principal business, which began in 1937, is owning and franchising Krispy Kreme doughnut stores where over 20 varieties of doughnuts are made, sold and distributed and where a broad array of coffees and other beverages are offered. Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply with certain financial covenants related to its indebtedness, a portion of which matured, by its terms, in January 2009. Kremeworks has requested that the lender waive the loan defaults resulting from the covenant violations and refinance the maturing indebtedness. In the event the lender is unwilling to do so and declares the entire indebtedness immediately due and payable, the Company could be required to perform under its guarantee. Krispy Kreme Doughnuts said Kremeworks could have insufficient cash flows from its business to service the indebtedness even if it is refinanced, which might require capital contributions to Kremeworks by the Company and the majority owner of Kremeworks -- which has guarantees of the Kremeworks indebtedness roughly proportionate to those of the Company -- for Kremeworks to comply with the terms of the any new loan agreement. * * * As reported by the Troubled Company Reporter on September 30, 2009, Standard & Poor's Ratings Services revised its ratings outlook on Krispy Kreme Doughnuts to stable from negative. The outlook revision incorporates S&P's expectation that the company will have adequate liquidity in the near term based on S&P's expectation of its performance in the near term, its current cash position, and covenant cushion. S&P affirmed the 'B-' corporate credit rating. While the sales pressure will continue, S&P expects the declines to decelerate and profitability to somewhat stabilize or, at the very least, allow the company to remain covenant compliant in the current and next fiscal year. LAUTH INVESTMENT: Mediator Named to Clear Way for Plan ------------------------------------------------------ Inland American Real Estate Trust, Inc., issued a statement, disclosing, "We are pleased with the Agreed Order entered by Judge Basil Lorch in this case, which we believe puts us on a path to maximizing value of our investment for our stockholders, including: -- The appointment of a Special Mediator, who has the authority to negotiate directly with all interested parties regarding the plan of reorganization, which is a key and positive outcome for Inland American. The Special Mediator will report directly to the Court on the progress of those plans, and has the authority to submit his or her own plan of reorganization. The Judge ordered that all parties bound by the Order would (agree that they will not challenge the authority of the Special Mediator. . .). Furthermore, with the termination of the debtor's right to exclusivity, Inland is also entitled to present its own plan of reorganization. -- The Lauth Principals lost any and all rights outlined in the indemnity agreements entered into shortly before filing for bankruptcy, which have now been deemed null and void. Further, Inland American now has full and complete ownership of LIP Holdings, LLC and the 8 properties owned by the LIP Holdings subsidiaries. -- The Agreed Order also makes it clear that Inland American may communicate directly with the lenders, creditors and other parties, which the Lauth Principals had previously argued that Inland American was prohibited from doing. About Lauth Investment Properties, LLC, Indianapolis, Indiana-based Lauth Investment Properties, LLC, and its two affiliates filed for Chapter 11 bankruptcy protection on May 1, 2009 (Bankr. S.D. Ind. Case No. 09-06065). Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP and Jerald I. Ancel, Esq., at Taft Stettinius & Hollister LLP assist the Debtors in their restructuring efforts. Lauth Investments listed $1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000 in debts. Carmel-based Lauth Property Group is one of the nation's top developers. Lauth Investment Properties, LIP Development, and LIP Investment are three holding companies affiliated with Lauth Property. LEHMAN BROTHERS: Barclays Want Financial Analysis on Sale --------------------------------------------------------- Barclays Capital Inc. seeks a court ruling compelling Lehman Brothers Holdings Inc. and its advisers to produce documents they prepared in connection with the sale of the North American broker-dealer business. The U.K.-based bank wants to access in particular LBHI's financial analysis of the sale and other documents that show any effort to understand the values of the assets and liabilities in the deal. The documents were prepared from LBHI's bankruptcy filing to March 13, 2009, when it obtained a district court's order that affirmed a bankruptcy court ruling approving the sale. Barclays made the move after LBHI argued in court papers that it did not understand the economics of the sale and that it was kept in the dark regarding the estimated values of the assets and liabilities in that deal. The bank also wants to get similar documents from Lehman Brothers Inc.'s trustee and the Official Committee of Unsecured Creditors, which, like LBHI, have allegedly refused to produce the documents on grounds of work product privilege. Barclays' attorney, Jonathan Schiller, Esq., at Boies Schiller & Flexner LLP, in New York -- jschiller@bsfllp.com -- says it is prejudicial to the bank for LBHI, the Creditors' Committee and the trustee to claim that they were ignorant of the economics of the deal while refusing to produce the documents. "If they are going to make that argument, which they legally must in order to advance their claims, basic fairness requires that they produce the financial analyses showing what they really did understand about the values and economics of the sale transaction," Mr. Schiller says in court papers. Mr. Schiller says LBHI, the Creditors' Committee and the trustee have to show that they did not actually know and that they could not have known the information they reportedly discovered when they conducted an investigation into the sale. LBHI, the Creditors' Committee and the trustee earlier asked the U.S. Bankruptcy Court for the Southern District of New York to reverse its decision approving the sale, accusing Barclays of receiving possibly $12 billion in excess assets that were never disclosed when it bought the broker-dealer business. The move came following the results of LBHI's investigation into the sale, showing that the deal that closed differed materially from the one approved by the Bankruptcy Court. The investigation showed that the deal was actually structured to give Barclays "immediate and enormous windfall profit" The Bankruptcy Court will hold a hearing on April 26, 2010, to consider approval of Barclays' request. Deadline for filing objections is April 23, 2010. In another development, LBI's trustee and Barclays sought and obtained a court ruling authorizing the trustee to file an unsealed copy of the transcript of deposition of a certain Isaac Montal. Mr. Montal is one of the witnesses who testified on behalf of the Depository Trust & Clearing Corp. on February 9, 2010, in connection with the sale transaction. Both the trustee and Barclays believe that the transcript is not entitled to protection since it does not contain any information that can be categorized as trade secret or confidential. The trustee also obtained consent from DTCC to remove the "highly confidential" designation from the transcript, according to his attorney, William Maguire, Esq., at Hughes Hubbard & Reed LLP, in New York -- maguire@hugheshubbard.com/ Mr. Schiller, in a separate filing, reminded the Court that in Lehman Brothers Holdings Inc.'s and the Official Committee of Unsecured Creditors' papers filed on March 18, 2010, LBHI and the Creditors' Committee quote repeatedly portions of Anton Valukas, the court-appointed examiner in the Debtors' bankruptcy cases' report that, in turn, seek to summarize what the Examiner believes are Weil Gotshal & Manges LLP's views. In that context, Mr. Schiller said he believes the Court should have the actual view of Weil Gotshal as reflected in an accompanying letter of Weil Gotshal to the Examiner that Barclays received March 24, 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: Buyers Make Six-Figure Bids for Fuld Portrait -------------------------------------------------------------- Eric Morath at Dow Jones' Daily Bankruptcy Review, citing The New York Post, reports that Larry McCarthy, a former Lehman trader, who snapped up a graffiti-covered portrait of ex-Lehman CEO Richard Fuld for $10,000 in September 2008, said he is looking to sell the painting for 20 to 30 times that amount. According to the report, Mr. McCarthy said he paid street artist Geoffrey Raymond $10,000 in cash when he learned Mr. Raymond hoped to sell the Fuld portrait on eBay for $8,000. Dow Jones says Mr. McCarthy told the Post that foreign buyers are making six-figure offers for the painting, and auction house Sotheby's has made two inquires. According to the report, Mr. McCarthy said if he sells the painting, he plans to donate the proceeds to Lehman's bankruptcy estate. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Court Approves Asset Management Agreements ----------------------------------------------------------- The Bankruptcy Court approved a revised version of Lehman Brothers Holdings Inc.'s plan to launch a new asset management unit. 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. Prior to the hearing, the Debtors informed the Court that they had already resolved the issues concerning the motion, including the objections by Lehman Brothers Special Financing Inc.'s creditors and by the administrators of their affiliates in the United Kingdom, by agreeing to modify the agreements and the proposed order approving those agreements. To provide additional transparency, the Debtors agreed to amend the proposed order and the agreements to require that all material modifications, amendments or supplements to those agreements should be approved by the Official Committee of Unsecured Creditors and by the Court. To enhance the right granted to the Creditors' Committee that an independent person be appointed to the Board of Managers of LAMCO Holdings LLC, the Debtors agreed to amend the limited liability company agreement to provide that the Creditors' Committee, rather than the panel and LBHI together, is entitled to select such independent person. Furthermore, the Debtors agreed to amend the proposed order to protect the rights of all of their creditors. These amendments are: (1) Notwithstanding the fact that LBHI initially will, directly or indirectly, hold 100% of the equity interests in LAMCO, the ownership of such equity interests will be subject to allocation among the Debtors pursuant to a chapter 11 plan in their bankruptcy cases, provided that nothing in the proposed order requires a specific amount of such equity to be allocated to any particular Debtor. (2) The order will not prejudice the rights of any party in interest with respect to the confirmation of any chapter 11 plan in the Debtors' cases. (3) If the Court finds and determines in connection with the order that the relief sought in the motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest; and the legal and factual bases stated in the motion establish just cause for the relief granted therein, such findings will not preclude or prejudice the rights of any party in interest from seeking or objecting to any request for relief from the Court relating to LAMCO. Full-text copies of the amended agreements are available without charge at: http://bankrupt.com/misc/LBHI_AmLLCAgreement.pdf http://bankrupt.com/misc/LBHI_AmAssetMgtAgreement.pdf http://bankrupt.com/misc/LBHI_AmContributionAgreement.pdf http://bankrupt.com/misc/LBHI_AmShareServicesAgreement.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Court Lets U.S. Bank Dispose of LB ABS Assets -------------------------------------------------------------- Lehman Brothers ABS Enhanced Libor Ltd. is a Cayman Islands company that acts as the exclusive investment vehicle for the Lehman Brothers ABS Enhanced LIBOR Fund, and the only series of the Lehman Brothers Investment Management Trust, a Cayman Islands unit trust. NeubergerBerman Fixed Income LLC serves as the investment manager of Lehman Brothers ABS Enhanced Libor Ltd. U.S. Bank National Association serves as trustee under several indentures entered into by certain issuers formed as special purpose entities for issuing notes to investors, including Lehman Brothers Special Financing Inc., which are secured by the collateral pledged under the indentures. The net proceeds of the sale of the notes were used by the issuers to invest in Lehman Brothers ABS Enhanced LIBOR Fund, which was pledged to and is held by U.S. Bank as collateral under the indentures. Amounts in the Lehman Brothers ABS Enhanced LIBOR Fund were, in turn, invested in Lehman Brothers ABS Enhanced Libor Ltd. whose portfolio is represented as consisting primarily of high quality asset-backed securities. In March 2009, the directors of Lehman Brothers ABS Enhanced Libor Ltd. decided to terminate the latter's investment activities based on concerns that significant and contemporaneous redemptions in a short period of time could force it to sell its portfolio securities at unfavorable prices, to the disadvantage of Lehman Brothers ABS Enhanced LIBOR Fund and its investors. Accordingly, Lehman Brothers ABS Enhanced Libor Ltd. determined to proceed with a fair and orderly liquidation of its holdings, suspend redemptions pending the liquidation and distribute all proceeds of the liquidation to Lehman Brothers ABS Enhanced LIBOR Fund by way of a dividend. Lehman Brothers ABS Enhanced LIBOR Fund, in turn, would make distributions to the issuers. Notices concerning these were distributed by NBFI by letter dated March 4, 2009, to the issuers and to U.S. Bank. As an accommodation to LBSF and other investors that wished to hold rather than sell instruments in Lehman Brothers ABS Enhanced Libor Ltd.'s portfolio, NBFI gave the issuers the choice of either receiving cash proceeds from the liquidation or an in-kind distribution of portfolio assets, to the extent that the distribution could be made without disruption or prejudice to the portfolio in the course of the liquidation. In response to the March 4 letter, U.S. Bank contacted NBFI and requested that the assets of Lehman Brothers ABS Enhanced Libor Ltd. should be retained and actively managed rather than liquidate the holdings held in Lehman Brothers ABS Enhanced Libor Ltd. Accordingly, based on the cooperation of NBFI, U.S. Bank and the issuers, the liquidation of the portfolio has been deferred pending efforts to replace NBFI as the investment manager of Lehman Brothers ABS Enhanced Libor Ltd. In light of this, U.S. Bank, as pledgee of the investments in Lehman Brothers ABS Enhanced LIBOR Fund, sought and obtained the Court's authority to enter a transaction, under which: (i) the assets of Lehman Brothers ABS Enhanced LIBOR Fund, which consist solely of shares in Lehman Brothers ABS Enhanced Libor Ltd., will be issued to its investors and delivered in pledge to U.S. Bank, and Lehman Brothers ABS Enhanced LIBOR Fund will be wound-up; (ii) NBFI will be replaced by TCW Asset Management Company as the investment manager of Lehman Brothers ABS Enhanced Libor Ltd.; and (iii) the board of directors of Lehman Brothers ABS Enhanced Libor Ltd. designated by NBFI will resign and be replaced by directors designated by TCW. U.S. Bank's attorney, Ann Acker, Esq., at Chapman and Cutler LLP, in Chicago, Illinois, says that in order to carry out the proposed transaction, the assets of Lehman Brothers ABS Enhanced LIBOR Fund will be distributed to U.S. Bank to hold in trust for the issuers under the indentures in the same proportion as their ownership of units bear to the units in Lehman Brothers ABS Enhanced LIBOR Fund. The shares in Lehman Brothers ABS Enhanced Libor Ltd. carry essentially the same distribution and redemption rights as the units of Lehman Brothers ABS Enhanced LIBOR Fund, Ms. Acker points out. Accordingly, the units of Lehman Brothers ABS Enhanced LIBOR Fund will be cancelled and will be exchanged for the shares in Lehman Brothers ABS Enhanced Libor Ltd. in the same proportion as their ownership of units bear to units in Lehman Brothers ABS Enhanced LIBOR Fund, according to Ms. Acker. To accomplish the distribution of Lehman Brothers ABS Enhanced Libor Ltd.'s shares, Ms. Acker says that NBFI will direct State Street to distribute those shares held by Lehman Brothers ABS Enhanced LIBOR Fund to U.S. Bank, which will be held in pledge under the indentures in exchange for the units in Lehman Brothers ABS Enhanced LIBOR Fund. Pursuant to the indentures, U.S. Bank will take all actions necessary to perfect an interest in the shares of Lehman Brothers ABS Enhanced Libor Ltd., which carry all of the rights and obligations of Lehman Brothers ABS Enhanced LIBOR Fund's units. Lehman Brothers ABS Enhanced LIBOR Fund also will wind up its affairs by deregistering as a mutual fund with the Cayman Islands Monetary Authority, among other things. NBFI has agreed to be responsible for all aspects of the winding up of Lehman Brothers ABS Enhanced LIBOR Fund. Meanwhile, to effectuate the transfer of management control, the management shares of Lehman Brothers ABS Enhanced Libor Ltd. currently held by NBFI will be transferred to TCW or its designee by consent of the NBFI directors pursuant to an assignment and assumption agreement to be prepared by NBFI and approved by TCW. The NBFI directors will resign and TCW will appoint the new board of directors of Lehman Brothers ABS Enhanced Libor Ltd. 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: Elliot Management Can Trade In Claims ------------------------------------------------------ Elliott Management Corp. won court approval to implement an information blocking process that would allow it to continue trading in claims against Lehman Brothers Holdings Inc. and its affiliated debtors. Matthew Gold, Esq., at Kleinberg Kaplan Wolf & Cohen PC, in New York, says the proposed process would ensure that Elliot would not violate its fiduciary duties as member of the Official Committee of Unsecured Creditors Committee even if it trades in securities and bank debt against the Debtors. "Although members of the [Creditors] Committee owe fiduciary duties to the creditors of these estates, Elliott also has fiduciary duties to maximize returns to its clients through trading securities," Mr. Gold says. He points out that Elliot may risk the loss of a beneficial investment opportunity for itself and its clients if barred from trading the claims during the pendency of the Debtors' bankruptcy cases. Mr. Gold adds the process would prevent Elliott's trading personnel from using or misusing nonpublic information obtained by its personnel who are engaged in Creditors Committee-related activities, and also would preclude them from receiving inappropriate information regarding Elliott's trading in the claims in advance of those trades. The proposed information blocking process is detailed in a declaration filed by Jonathan Pollock, Global Head of Situational Investing of Elliot, a copy of which is available for free at: http://bankrupt.com/misc/LBHI_ElliotInfoBlockingProcess.pdf 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: Fine Tunes Plan; Unsecureds to Recover 14.7% ------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the Southern District of New York a revised joint Chapter 11 plan of reorganization and a disclosure statement on April 14, 2010. The Plan proposes an economic resolution of the claims of creditors of all of the Debtors and incorporates resolutions of various inter-Debtor, Debtor-creditor and inter-creditor disputes. The Plan separately applies to each of the Debtors and constitutes 23 distinct Chapter 11 plans. The Plan recognizes the corporate integrity of each Debtor and, therefore, allowed claims against a particular Debtor will be satisfied from the assets of that Debtor, according to William Fox, executive vice-president and chief financial officer of LBHI. Under the Plan, claims against and equity interests in each Debtor are separated into classes. Generally, the classification structure of the Plan applicable to each of the Debtors is identical other than for LBHI, which includes additional classes for senior and subordinated unsecured debt and guarantee claims filed by third-parties as well as affiliates. As it relates to LBHI, after payment in full in cash of administrative and priority creditors and the satisfaction in full of secured creditors, the Plan proposes to distribute cash to holders of senior unsecured claims, general unsecured claims, intercompany claims and guarantee claims filed by third-parties and affiliates in the amount of their pro rata share. The Plan provides that the aggregate allowed amount of guarantee claims by third-parties and affiliates against LBHI for distribution purposes should not exceed $115.324 billion. Affiliates holding guarantee claims will have an aggregate allowed claim in the sum of $21.186 billion. The Debtors intend to allocate the $21.186 billion on a pro rata basis based on the amount of each affiliate's allowed guarantee claim. An allocation will be proposed by the plan administrator within six months after the effective date of the Plan. As to each of the subsidiary debtors of LBHI, the Plan adopts a common classification scheme. The Plan proposes, after payment in full in cash of administrative and priority creditors and the satisfaction of secured creditors in full, to distribute cash to holders of general unsecured claims and intercompany claims in the amount of their pro rata share. To the extent that an Intercompany Claim held by any Debtor (or Debtor-controlled entity) against a Foreign Debtor is treated as equivalent to a general unsecured Claim in the Foreign Proceeding, the Intercompany Claim asserted by that Affiliate against the Debtors will be Allowed. As part of the resolution of Intercompany Claims, Affiliates may not seek to setoff their Affiliate Guarantee Claims against LBHI's or any other Debtor's Claims against that Affiliate. The Debtors propose that Intercompany Claims among them and their Affiliates be honored in the amounts of recorded Intercompany Claims set forth on the Debtors' books and records as of applicable Petition Date. With respect to LBHI's liabilities to Lehman Brothers Treasury Co. B.V., an affiliate of LBHI, which was declared bankrupt by a Dutch court on October 8, 2008, the Debtors propose to Allow LBT's Intercompany Claims against LBHI at 50% of the amount of those liabilities set forth on the books and records of LBHI and LBT as of September 14, 2008. Plan Administrator Pursuant to the Plan, LBHI is appointed as the Plan Administrator for each of the Debtors. The Plan Administrator will have the authority and right on behalf of each of the Debtors, without the need for Bankruptcy Court approval, but in consultation with the Official Committee of Unsecured Creditors to carry out and implement all provisions of the Plan, including, without limitation, to (i) control and effectuate the Claims reconciliation process, including objecting to, seeking to subordinate, compromise or settling any and all Claims against the Debtors; and (ii) make Distributions to holders of Allowed Claims in accordance with the Plan. Board of Directors & Management On the effective date of the Plan, the board of directors of LBHI will consist of nine persons selected by LBHI, with the consent of the Official Committee of Unsecured Creditors. LBHI's board of directors will then select the board of directors and managers for each of the subsidiary debtors. The officers and managers of the Debtors immediately prior to the effective date will serve as their initial officers and managers on and after the effective date. On the effective date, LBHI will issue one new share of common stock to the plan administrator. This share of common stock of LBHI will be held in trust by the plan administrator for the benefit of holders of claims against the Debtors, provided that the Plan Administrator may not exercise any voting rights appurtenant thereto in conflict with Article VII of the Plan. LBHI will continue to own the outstanding equity interests in each of the subsidiary debtors on the effective date. The subsidiary Debtors will continue to exist after the effective date for the purpose of winding up their affairs and assisting the plan administrator. Cash Flow Estimate Since the Debtors' Plan contemplates a liquidation, for purposes of determining whether the Plan meets this requirement, the Debtors have analyzed their ability to meet their obligations under the Plan over the expected period of liquidation. As part of this analysis, the Debtors have prepared cash flow estimates for each of the Debtors for the five year period ending December 31, 2013. The Debtors' management has prepared these cash flow estimates, based on certain assumptions that they believe to be reasonable under the circumstances. Those assumptions considered to be significant are described in the cash flow estimates. The cash flow estimates have not been examined or compiled by independent accountants. A full-text copy of the 5-Year Cash Flow Estimate is available for free at: http://bankrupt.com/misc/LBHI_5-yrcashflowestimate.pdf Liquidation Analysis The Debtors' management believes that in liquidation under Chapter 7, before creditors received any distribution, additional administrative expenses involved in the appointment of a trustee or his professionals would cause a substantial diminution in the value of the Debtors' assets. The assets available for distribution to creditors would be sold at distressed prices and reduced by such additional expenses. In a liquidation under Chapter 11, the Debtors' assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under Chapter 7. Thus, the Debtors' management believes that a Chapter 11 liquidation is likely to result in greater recoveries than in a Chapter 7 liquidation for all classes. A full-text copy of the liquidation analysis is available for free at http://bankrupt.com/misc/LBHI_LiquidationAnalysis.pdf Full-text copies of the Debtors' revised Joint Chapter 11 Plan of Reorganization and disclosure statement are available for free at: http://bankrupt.com/misc/LBHI_RevisedPlan.pdf http://bankrupt.com/misc/LBHI_DisclosureStatement.pdf Expected Recovery Solely for illustrative purposes, the Debtors have analyzed estimated recoveries under their Chapter 11 Plan of Reorganization based on a range of discount rates. This range was applied to the Debtors' cash flow estimates for the recovery of distributable assets under the Plan. Based on the analysis, estimated Plan recoveries for general unsecured claims against these Debtors are: Discount Rate Undiscounted 6% 12% 18% ------------ ----- ----- ----- Lehman Brothers Holdings Inc. 14.7% 12.9% 11.5% 10.4% Lehman Commercial Paper Inc. 44.2% 37.5% 32.4% 28.6% Lehman Brothers Commodity Services 26.8% 26.4% 26.1% 25.8% Lehman Brothers Special Financing 24.1% 23.3% 22.5% 21.9% The Debtors have also estimated recoveries under both the Plan and a hypothetical liquidation at various discount rates. Based on this analysis, which incorporates the multitude of projections and assumptions used to project the total distributable assets available and the total allowed claims under the Plan and in a hypothetical liquidation, the Debtors estimate that at discount rates up to 25% the Plan is preferable for all creditor classes in comparison to a hypothetical liquidation. The Debtors classified the Claims and Equity Interests filed against them, their treatment and their estimated recovery: Estimated Class Treatment Recovery ----- ----------- --------- NA Administrative Payment in full, in cash. 100% Claims Est. Amount: $4.7 billion NA Priority Tax Paid in cash. 100% Claims Est. Amount: $2 billion 1 Priority Non-Tax Payment in full in cash. Claims 100% Claims in Class 1 will not receive post-petition interest. 2 Secured Claims At the option of LBHI: (i) payment 100% in cash in an amount equal to the allowed amount of such secured claim; (ii) the sale or disposition proceeds of the collateral securing the allowed secured claim to the extent of the value of that collateral; (iii) surrender to the holder of the allowed secured claim of the collateral; or (iv) such treatment that leaves unaltered the legal, equitable, and contractual rights of the holder of the allowed secured claim. 3 Senior Unsecured Payment in cash in the amount of 17.4% Claims (i) its pro rata share of available cash from LBHI, and (ii) its pro rata senior unsecured claim share of reallocated distributions. 4 General Unsecured Payment in cash of its pro rata 14.7% Claims share of available cash from LBHI. 5 Subordinated No Distribution 0% Unsecured Claims 6 Intercompany Payment in cash of its pro rata 14.7% Claims share of available cash from LBHI. 7A Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBSF basis of its Permitted Third-Party is the Primary Guarantee Claim. Each Permitted Obligor on the Third-Party Guarantee Claim will corresponding receive a pro rata share of Primary Claims available cash. 7B Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBCS basis of its Permitted Third- is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee Corresponding Claim will receive a pro rata Primary Claims share of available cash. 7C Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBCC basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7D Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LOTC basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata. Primary Claims share of available cash. 7E Third-Party Each holder of a claim will N/A Guarantee Claims participate in recoveries on the for which LBDP basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. The Debtors estimate that the claims in this Class will recover 100% of their allowed claim amounts from LBDP. 7F Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LCPI basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7G Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBIE basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7H Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBL basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7I Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBT basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7J Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which basis of its Permitted Third Bankhaus is the Party Guarantee Claim. Each Primary Obligor Permitted Third-Party Guarantee on the Claim will receive a pro rata corresponding share of available cash. Primary Claims 7K Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LB basis of its Permitted Third Finance is the Party Guarantee Claim. Each Primary Obligor Permitted Third-Party Guarantee on the Claim will receive a pro rata corresponding share of available cash. Primary Claims 7L Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LB basis of its Permitted Third Securities is the Party Guarantee Claim. Each Primary Obligor Permitted Third-Party Guarantee on the Claim will receive a pro rata corresponding share of available cash. Primary Claims 7M Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBJ is basis of its Permitted Third the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7N Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBHJ basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7O Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which Sunrise basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7P Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBCCA basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7Q Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which LBI basis of its Permitted Third is the Primary Party Guarantee Claim. Each Obligor on the Permitted Third-Party Guarantee corresponding Claim will receive a pro rata Primary Claims share of available cash. 7Q Third-Party Each holder of a claim will 14.7% Guarantee Claims participate in recoveries on the for which a basis of its Permitted Third Schedule 5 Party Guarantee Claim. Each Affiliate is the Permitted Third-Party Guarantee Primary Obligor Claim will receive a pro rata on the share of available cash. corresponding Primary Claims 8 Affiliate Allowed Affiliate Guarantee 14.7% Guarantee Claims Claims will be allowed in the aggregate amount of $21,186 million. Within a period of six months after the effective date, the plan administrator will review and consult with holders of Affiliate Guarantee Claims as necessary and propose an allocation of $21,186 million to each holder of an Affiliate Guarantee Claim. If the proposed allocation is accepted by holders of at least two-thirds in amount of Allowed Affiliate Guarantee Claims and more than one-half in number of holders of such Allowed Claims within 30 days of the solicitation of such vote, such allocation will be binding on all holders of Allowed Affiliate Guarantee Claims. If such proposal is not accepted, the allocation of the total $21,186 million among the holders of Allowed Affiliate Guarantee Claim will be determined by the Court. Each holder of an Allowed Affiliate Guarantee Claim against LBHI will receive its pro rata share of available cash. 9 Equity Interests No distributions (unless all other In LBHI creditors have been paid in full). All equity interests will be cancelled and one new share of LBHI common stock will be issued to the plan administrator which will hold such share for the benefit of the holders of the former equity interests consistent with their former economic entitlement. Copies of schedules detailing recoveries to each class of creditors for LBHI and the other Debtors on an undiscounted cash flow basis are available for free at: http://bankrupt.com/misc/LBHI_SummClaimsClassification.pdf 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: Merit's Plan Exclusivity Extended Until Sept. 15 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York issued an order authorizing Merit LLC to file its Chapter 11 plan until September 15, 2010, and to solicit votes for the plan until November 15, 2010. Merit is one of the three units of Lehman Brothers Holdings Inc. that filed for bankruptcy protection only in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The two other Lehman units are LB Somerset LLC and LB Preferred Somerset LLC. LBHI proposed to move the deadline for the filing of and solicitation of votes for Merit's Chapter 11 plan so that it could continue to negotiate the joint Chapter 11 plan of reorganization without distraction from creditors or other parties who may propose their own plan for Merit. LBHI made a similar request for LB Somerset and LB Preferred, however, two of their creditors blocked its approval, alleging that the Lehman units lack equity in their property and that their plans of reorganization cannot be confirmed. Consequently, the Court issued a separate bridge order extending the deadline for the filing of and solicitation of votes for LB Somerset's and LB Preferred's plans until such time that it hands down a ruling on the proposed extension. The proposed extension will be considered for approval at the May 12, 2010 omnibus hearing. 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: Subpoenas Goldman, 4 Investment Firms ------------------------------------------------------ Bankruptcy Law360 reports that Lehman Brothers Holdings Inc. has subpoenaed Goldman Sachs & Co. and four investment firms as part of an internal examination of the Company's bankruptcy. Apart from Goldman, Lehman subpoenaed Citadel Investment Group LLC, SAC Capital Advisors LP, Och-Ziff Capital Management Group LLC and Greenlight Capital Inc., Law360 relates citing notices filed Friday. 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: Wins OK for Kleyr as Special Counsel ----------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors received court approval to employ Luxembourg-based Kleyr Grasso Associes as their special counsel effective June 1, 2009. The Debtors tapped the firm to provide them legal assistance on matters concerning their subsidiaries or affiliates in Luxembourg. Prior to the proposed employment, Kleyr Grasso has served as "ordinary course" professional of the Debtors, assisting in particular their bankruptcy professionals in negotiations with the public prosecutor in Luxembourg to prevent compulsory liquidation of some Luxembourg-based Lehman units. Kleyr Grasso's fees and expenses, however, exceeded the $1 million compensation cap for ordinary course professionals, prompting the Debtors to retain the firm as a professional pursuant to Sections 327 and 328 of the Bankruptcy Code. Kleyr Grasso will be paid for its services on an hourly basis and will be reimbursed for its expenses. The firm's hourly rates are: Professionals Hourly Rates ------------- ------------ Partners EUR385 Senior Associates EUR275 Associates EUR235 Junior Associates EUR175 Marc Kleyr, Esq., at Kleyr Grasso, assures the Court that his firm does not hold or represent interest adverse to the Debtors or their estates. 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: Urged to Fix Problems in 2008, Bernanke Says ------------------------------------------------------------- Federal Reserve Chairman Ben S. Bernanke said regulators urged Lehman Brothers Holdings Inc. to fix "significant deficiencies" in its available liquidity before the securities firm's failure in 2008. The results of stress tests "showed significant deficiencies in available liquidity, which the management was strongly urged to correct," Mr. Bernanke said in testimony prepared for a House Financial Services Committee hearing this week. Lehman's response, including raising $6 billion in capital in June 2008 and improvements in liquidity the next month, "proved inadequate," Mr. Bernanke said, according to Bloomberg. Mr. Bernanke, according to the report, reiterated comments from last month that the central bank was unaware Lehman used off- balance-sheet transactions to downplay its leverage. 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: Has Support From Committee on Litigation Hedge --------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors in the Chapter 11 cases of Lehman Brothers Holdings Inc. is supporting a motion by Lehman for authority to exit derivative and swap agreements where there are disputes about Lehman's rights. U.S. Bank NA, as trustee in some of the target transactions with special purpose vehicles, is opposing the proposal, arguing that "the investments are speculative in nature and are not prudent and safe." According to the report, the underlying transactions involved a flip clause in swap agreements where collateral ordinarily would go first to a Lehman subsidiary as the swap counterparty. Under the flip clause, the bankruptcy of the swap counterparty or an affiliate would have the collateral go first to noteholders and only to Lehman after the noteholders were fully paid. The bankruptcy judge ruled on Jan. 25 in one of the transactions that the flip clause violates a provision in bankruptcy law prohibiting "ipso facto" clauses where someone loses rights simply for filing in bankruptcy or becoming insolvent. Despite the victory, Lehman said the counterparties aren't giving in. To close out the contracts, Lehman filed a motion looking for authority to buy up enough notes so it can force the liquidation of collateral in particular transactions. Separately, according to Bloomberg News, Lehman's examiner is scheduled to tell Congress that the Securities and Exchange Commission knew Lehman was violating its own risk-management rules. Lehman's former chief executive says the broker was following accounting standards in the treatment of so-called Rule 105 repo transactions that took debt off the balance sheet. 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) LICCO RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: LICCO Restaurants, LLC PO Box 3130 Mooresville, NC 28117 Bankruptcy Case No.: 10-50526 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Wilkesboro) Judge: J. Craig Whitley Debtor's Counsel: Travis W. Moon, Esq. Hamilton Moon Stephens Steele Martin 2020 Charlotte Plaza 201 S. College Street Charlotte, NC 28244-2020 Tel: (704) 344-1117 E-mail: tmoon@lawhms.com Estimated Assets: $500,001 to $1,000,000 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/ncwb10-50526.pdf The petition was signed by Jimmie Lee Peterson, president. LKQ CORPORATION: Moody's Raises Corporate Family Rating to 'Ba2' ---------------------------------------------------------------- Moody's Investors Service raised the ratings to LKQ Corporation: Corporate Family and Probability of Default Ratings to Ba2 from Ba3. In a related action the ratings of the senior secured revolving credit and term loan facilities were raised to Ba2 from Ba3. The Speculative Liquidity Rating was affirmed at SGL-2 and the rating outlook is stable. Raising LKQ's rating to Ba2 reflects the company's demonstrated ability to further improve its strong credit metrics during the current difficult economic environment. LKQ's strong competitive position as the largest supplier of non-OEM aftermarket collision replacement products was bolstered following its acquisition of Keystone Automotive Acquisitions in October 2007. LKQ successfully integrated Keystone, while reducing total debt leverage during a period of decreasing passenger miles driven and lower accident rates. The company's national footprint and ability to maintain higher levels of in-stock parts provided significant competitive advantages over smaller competitors and supported the company's organic growth. Going forward LKQ's business should be bolstered by increasing passenger miles driven. However, Moody's expects, and incorporates in the ratings, risks to continue, as the company is expected to acquire smaller operations to further expand market coverage, and as scrap metal prices continue to fluctuate. For the fiscal year ending 12/31/09, LKQ had credit metrics consistent with a Ba2 rating with EBIT/Interest approximating 5.0x and Debt/EBITDA approximating 2.9x The stable outlook considers Moody's expectation of continued improvement in LKQ's operating performance, offset by the risk of the company continuing its pace of acquisitions over the near- term. A large portion of the company's ability to grow its business relies on the likelihood of the automotive insurance industry continuing to support usage of refurbished and/or recycled parts as the repair option, which is out the company's control. As the automotive insurance industry is highly regulated, the stable outlook assumes continued regulatory support of the existing collision repair business model. As such, further improvement in LKQ's outlook or rating would rely heavily on a significant reduction in debt levels to mitigate these exogenous risks. LKQ's liquidity profile is expected to remain good over the near- term. As of 12/31/09, the company maintained approximately $109 million of cash on hand. With only nominal amounts of amortization required under the senior secured term loans, LKQ is expected to continue its historical trend of free cash flow generation. Additionally, liquidity support is provided by the company's $100 million of senior secured revolving credit facility commitments, unfunded at 12/31/09 with $25.8 million of letters of credit outstanding. These facilities are expected to be sufficient to provide operating flexibility over the near-term. The primary financial covenant under the senior secured facilities is a senior secured leverage test for which the company was in compliance as of 12/31/09. The test levels under the senior secured leverage covenant tighten over the coming quarters to 2.5x and are expected to result in modest covenant cushions over the near-term. Alternative liquidity is limited as essentially all of the company domestic asset secure the bank credit facilities. Ratings raised: * Corporate Family Rating, to Ba2 from Ba3 * Probability of Default, to Ba2 from Ba3 * Senior secured revolving credit facilities, to Ba2 (LGD4, 50%) from Ba3 (LGD4, 51%) * Senior secured term loan, to Ba2 (LGD4, 50%) from Ba3 (LGD4, 51%) Ratings affirmed: * Speculative Grade Liquidity Rating, at SGL-2 The last rating action on LKQ was on September 26, 2007, when the Ba3 Corporate Family Rating was assigned. LKQ Corporation is the largest nationwide provider of aftermarket and recycled collision replacement parts, and refurbished collision replacement products such as wheels, bumper covers and lights, and a leading provider of mechanical replacement parts used to repair light vehicles. LKQ operates approximately 295 facilities, offering a broad range of replacement systems, components, and parts to repair automobiles and light-duty trucks and heavy-duty trucks. MAGNACHIP SEMICONDUCTOR: Court Dismisses Chapter 11 Proceedings --------------------------------------------------------------- The Hon. Peter. J. Walsh of the U.S. Bankruptcy Court for the District of Delaware dismissed the Chapter 11 cases of MagnaChip Semiconductor LLC, et al. Headquartered in South Korea, MagnaChip Semiconductor LLC -- http://www.magnachip.com/-- is a leading, Asia-based designer and manufacturer of analog and mixed-signal semiconductor products for high volume consumer applications. The Company has a broad range of analog and mixed-signal semiconductor technology and intellectual property, supported by its 29-year operating history, large portfolio of registered and pending patents and extensive engineering and manufacturing process expertise. Citigroup Venture Capital Equity Partners LP was part of the investor group that acquired MagnaChip in 2004 from Hynix Semiconductor Inc. MARKETXT HOLDINGS: Court Rejects Empyrean's Good Faith Defense -------------------------------------------------------------- WestLaw reports that a transferee that received from the Chapter 11 debtor the proceeds of certain stock that the debtor had received in connection with its sale of its subsidiary, which proceeds the trustee sought to recover on actual or constructive fraudulent conveyance theories, failed to establish that it acted in good faith, as required to establish the "good faith for value" defense under 11 U.S.C. Sec. 548(c). There was overwhelming evidence in the record that the transferee and the debtor, through the debtor's principal, were acting in bad faith and that both had actual or constructive knowledge of a fraudulent scheme whereby the debtor's creditors were deceived as to the amount of the proceeds and the transferee's consideration, and the contractual right of the debtor's largest creditor to 16/17ths of the net proceeds was subverted. In re MarketXT Holdings Corp., --- B.R. - ---, 2010 WL 933994 (Bankr. S.D.N.Y.) (Gropper, J.). As reported at 376 B.R. 390, the Honorable Allan L. Gropper previously denied the Plaintiffs' motion for summary judgment in Alan Nisselson, as Chapter 11 Trustee of MarketXT Holdings Corporation, and the Official Committee of Unsecured Creditors v. Empyrean Investment Fund, L.P., Empyrean General Partner, LLC, Ash Master Fund, II, LLC, Ash Master Fund II, L.P., Ash Fund LP, f/k/a Empyrean Fund, LP, Ash Fund II LP, Ash Capital, LLC f/k/a, Ash Capital Management, Ash General Partner, LLC, Ash Offshore Fund, Ltd ., Ash General Partner Offshore, Ltd., Rauf Ashraf, et al., Adv. Pro. No. 05-01268 (Bankr. S.D.N.Y. 2007). MarketXT Holdings Corporation, fka Tradescape Corporation, was a day-trading firm conducting electronic equity trades on all the major U.S. stock exchanges. The Company sought Chapter 11 protection on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078). The Chapter 11 Trustee is represented by attorneys at Kaye Scholer LLP. MARQUETTE NATIONAL: A.M. Best Cuts FSR to B+ From B++ ----------------------------------------------------- A.M. Best Co. has revised the outlook to stable from negative and affirmed most of the financial strength ratings (FSR) and issuer credit ratings (ICR) of the primary insurance subsidiaries of Universal American Corp. (Universal American) (Rye Brook, NY) [NYSE: UAM], as well as all debt ratings on the shelf registration of Universal American. The rating affirmations reflect Universal American's established position in the U.S. senior health insurance market, positive operating performance and strengthened capitalization. Universal American currently serves over 1.9 million Medicare members. Enrollment growth for the organization was driven primarily by its Medicare Advantage Private Fee for Service (PFFS) and Medicare Prescription Drug Part D (PDP) products. Universal American continues to generate positive operating and net income results, with over $140 million of net income reported in 2009. Capitalization of Universal American's primary insurance subsidiaries strengthened considerably in 2009 due to positive operating results and the completion of a reinsurance transaction for essentially all of the organization's life and annuity business. The Medicare Advantage and PDP businesses are anticipated to generate good cash flows and positive operating results for the organization in the near term. Offsetting rating factors include Universal American's business and insurance risk concentration in Medicare products. Due to legislative changes, the Medicare Advantage PFFS product will no longer be available in non rural areas starting in 2011. As part of a long-term strategy, Universal American has been actively building network-based health maintenance organization and preferred provider organization products in core markets to enable migration to these products, thereby offsetting the loss of the PFFS product. There is the potential for enrollment losses in non rural regions where the organization does not have network-based products available. Future funding of the Medicare Advantage program is anticipated to continue to decline, and the pending minimum medical loss ratio requirements for Medicare Advantage products could pressure margins in the future. A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good) and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance Company (Lake Mary, FL) and Marquette National Life Insurance Company (Houston, TX). The outlook for these ratings also has been revised to stable from negative. The rating downgrades of American Pioneer Life Insurance Company and Marquette National Life Insurance Company are due to the change in the business written by these entities. Going forward, both companies will primarily write Medicare Supplemental business. This is not a primary line of business for the organization, and premiums for this product have continued to trend downward as Medicare Advantage products become more attractive to seniors due to their lower premiums and higher benefit levels. The outlook has been revised to stable from negative and the FSRs of B++ (Good) and ICRs of "bbb" have been affirmed for the following subsidiaries of Universal American Corp.: -- American Progressive Life & Health Insurance Company of New York -- Pennsylvania Life Insurance Company -- The Pyramid Life Insurance Company The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for the following subsidiaries of Universal American Corp.: -- Constitution Life Insurance Company -- SelectCare of Texas, LLC -- Union Bankers Insurance Company The FSR of B (Fair) and ICR of "bb+" have been affirmed for GlobalHealth, Inc., a subsidiary of Universal American Corp. The outlook has been revised to stable from negative and the ICR of "bb" has been affirmed for Universal American Corp. The outlook has been revised to stable from negative and the following indicative debt ratings on the $140 million shelf registration have been affirmed: Universal American Corp.: -- "bb" on senior unsecured debt -- "bb-" on subordinated unsecured debt -- "b+" on preferred stock MAX FUNDING: Moody's Junks Rating on Class B Notes From 'B1' ------------------------------------------------------------ Moody's Investors Service announced that it has downgraded the rating of one class of notes issued Max Funding I, Ltd. The notes affected by the rating action are: -- US$30,000,000 Class B Floating Rate Second Priority Senior Secured Term Notes due January 22, 2013 Notes (current balance of $13,477,755), Downgraded to Caa1; previously on July 23, 2009 Downgraded to B1 Max Funding I, Ltd., is a collateralized debt obligation issuance backed by a portfolio of Collateralized Loan Obligations with the majority originated in 2000 and 2001. According to Moody's, the rating downgrade action is the result of deterioration in the credit quality of the underlying portfolio. Such credit deterioration is observed through numerous factors, including a decline in the average credit rating of the portfolio (as measured by an increase in the weighted average rating factor) and an increase in the proportion of securities rated Ca and below. The weighted average rating factor, as reported by the trustee, has increased from 6876 in July 2009 to 7683 in April 2010. Currently, approximately 75% of the portfolio is currently rated Ca or C by Moody's. Moody's continues to monitor this transaction using primarily the methodology and its supplements for ABS CDOs as described in Moody's Special Report below: -- Moody's Approach to Rating SF CDOs (August 2009) In deriving its ratings, Moody's uses the collateral instrument's current rating-based expected loss, Moody's recovery rate table, and the original rating of the instrument along with its average life to infer an unadjusted default probability. In addition to the quantitative factors that are explicitly modeled, qualitative factors are part of rating committee considerations. These qualitative factors include the structural protections in each transaction, the recent deal performance in the current market environment, the legal environment, and specific documentation features. All information available to rating committees, including macroeconomic forecasts, input from other Moody's analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, may influence the final rating decision. MERRILL LYNCH FINANCIAL: DBRS Downgrades Class F to 'CCC' --------------------------------------------------------- DBRS has confirmed Classes A-1 though E, with Stable trends. Additionally, DBRS has downgraded the ratings of four classes of Merrill Lynch Financial Assets Inc., Series 2001-Canada 5: -- Class F downgraded to CCC from BB -- Class G downgraded to C from B -- Class H downgraded to C from CCC -- Class J downgraded to C from CCC Class J has Interest in Arrears and is noted as such. The downgrades are a result of anticipated losses from three loans in special servicing (combined 9.2% of the pool): Skeena Mall, Ramada Coral Inn, and Ramada All-Suite. Despite the status of these three loans, the performance of the propoderance of the remaining collateral has been stable. Since issuance, the transaction's collateral has been reduced by 32.6% and currently 19.4% of the pool is secured by Government of Canada securities. The pool also has a significant number of upcoming maturities with 22 non-defeased loans (59.8% of the pool) coming due through 2011. However, the maturing loans reporting preceding financials have an average debt yield of 25.1% and will benefit from reduced leverage levels after ten years of seasoning. The Skeena Mall loan is secured by a shopping centre in Terrace, British Columbia and transferred to the special servicer because of payment default in March 2007. The property is located in a remote area that was hit hard by the closing of its major employer in 2001. Since then, many tenants, including the former anchor, Zellers, have vacated and as a result, the subject is currently only 60.8% occupied. The loan is scheduled to mature in February 2011 and at this time, DBRS estimates losses from this loan could ultimately exceed 45%, based on current cash flows and market dynamics. The Ramada Coral Inn loan is secured by a 129-room hotel in Niagara Falls, Ontario, approximately 4 kilometres west of the falls, and transferred to the special servicer in January 2008. The borrower for this loan and Ramada All-Suite are affiliated. The hotels are connected by an above ground walkway and are currently closed. Both properties were in the beginning phases of a significant renovation when the borrower ran out of funds, and since then, the condition of the properties has deteriorated. DBRS expects both of these loans to incur losses of nearly 100%. Further commentary on the loans in special servicing, in addition to the rest of the transaction, can be found in the updated Surveillance Report. MESA AIR: AAR Corp. Wants to Trade in 1,120,000 Shares ------------------------------------------------------ On April 14, 2010, AAR Corp. filed an amended notice of its intention to sell, trade or otherwise transfer 1,120,000 shares of the equity securities of Mesa Air Group, Inc., or an option with respect thereto. This Notice amends and will be deemed to replace the Original Notice filed on March 30, 2010. The Original Notice will be deemed withdrawn. If the proposed transfer is permitted to occur, AAR will beneficially own 8,739,600 shares of Mesa equity securities after the transfer. The Troubled Company Reporter reported on April 6, 2010, that on March 30, 2010, AAR Corp. notified the Court of its intention to sell, trade or otherwise transfer 3,000,000 shares of the equity securities of Mesa Air Group, Inc., or an option with respect thereto. AAR filed its Notice of Status as a Substantial Equity Holder on February 9, 2010, and currently beneficially owns 9,859,600 Mesa shares. The Debtors have 30 calendar days after receipt of the Notice to object to the proposed transfer. If the Debtors file an objection, the proposed transfer will not be effective unless approved by a final and non-appealable order of the Court. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Responds to Delta's Lawsuit & Asserts Counterclaims ------------------------------------------------------------- As previously reported, Delta Air Lines, Inc., is asking the U.S. Bankruptcy Court for the Southern District of New York to enter, among others, a declaratory judgment in favor of Delta, declaring that it has the right to terminate a certain Delta Connection Agreement, dated May 3, 2005, as a result of the defendants' -- Mesa Air Group, Inc. and Freedom Airlines, Inc. -- material breaches, and that Delta has the right to seek reimbursement of excess payments to Freedom. Debtors' Answer and Counterclaims Mesa Air Group, Inc., and Freedom Airlines, Inc., submit that their Delta Connection Agreement, dated May 3, 2005, with Delta Air Lines, Inc., in which Freedom operates flights using ERJ-145 aircraft, speaks for itself as to form, content, and legal effect, and deny any allegation inconsistent with the Agreement. The Debtors deny that they have breached the Agreement and, therefore, deny that they had any obligation to cure any alleged breach of the Agreement. The Debtors admit that they had stated to Delta that one reason they are not in breach of the Agreement as alleged is that their costs cannot be accurately compared to the costs of Pinnacle Airlines, according to Ross S. Barr, Esq., at Jones Day, in New York. The Debtors also deny that Delta is entitled to any of the relief -- whether legal or equitable -- requested in the Complaint. Mr. Barr asserts these affirmative defenses: (1) Delta's claims are barred in whole or in part by the failure to state a claim upon which relief can be granted. (2) Delta's claims are barred in whole or in part by the doctrines of res judicata and estoppel, including equitable, judicial, and collateral estoppel. (3) Delta's claims are barred in whole or in part because such claims are offset by amounts due and owing from Delta to the Debtors. (4) Delta's claims are barred in whole or in part by the doctrines of laches, waiver, and unclean hands. (5) Delta's claims are barred in whole or in part by the voluntary payment doctrine. (6) Delta's claims are barred in part by the Debtors' contractual obligations toward nonparties. The Debtors ask the Court to enter judgment in their favor, and that they recover their costs and attorneys' fees under the terms of the Agreement and as provided by law. The Debtors present these counterclaims against Delta: (1) Breach of contract -- failure to utilize Aircraft on "full time basis." (2) Breach of contract -- improper assumption of direct payments. (3) Breach of contract -- refusal to participate in rate setting process. (4) Breach of covenant of good faith and fair dealing. (5) The Debtors seek a declaratory judgment from the Court, resolving the issues of full-time utilization and rate setting, which would serve a useful purpose in clarifying and settling the parties' legal relationship under the Agreement and would provide relief from uncertainty, insecurity, and controversy giving rise to this proceeding. (6) Claim for attorneys' fees, costs, and expenses. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Subsidiaries File Schedules of Assets & Liabilities ------------------------------------------------------------- Mesa Airlines, Inc., disclosed in its Schedules of Assets and Liabilities: A. Real Property Columbia, SC hangar $356,772 Maintenance hangar - GJT (Grand Junction, CO) 438,394 B. Personal Property B.1 Cash on hand 7,919 B.2 Bank Accounts BBVA Compass Bank 12,325,956 US Bank 658,839 Others 313,811 B.3 Security Deposit Wells Fargo Bank Northwest 12,355,535 Manufacturers and Traders Trust Company 4,607,000 Bank of America 3,775,775 Bombardier Headquarters 3,071,848 PNC Bank Account 1,680,657 Others 3,598,615 B.16 Accounts Receivable 15,450,986 B.18 Other Liquidated Debts Owing Debtor Tax Refunds 57,191 B.22 Patents unknown B.24 Customer lists or other compilations unknown B.25 Vehicles 212,412 B.27 Aircraft and accessories Aircraft/spare engines/aircraft enhancements/engine overhaul 452,829,181 B.28 Office Equipment Computer equipment 648,645 Furnishings 81,350 B.29 Equipment and Supplies for Business 2,065,830 B.30 Inventory 21,234,123 B.35 Other Personal Property Prepaid fuel 6,298,097 Prepaid aviation ins - JLT hull 2,605,099 Leasehold improvements 960,968 Prepaid workers comp. Insurance 775,362 Prepaid rent 281,365 Prepaid aviation ins - other 159,706 TOTAL SCHEDULED ASSETS $546,851,450 ========================================================= C. Property Claimed as Exempt $0 D. Creditors Holding Secured Claims M&T Investment Group 17,659,755 Raytheon Airline Credit 3,906,372 The Royal Bank of Scotland 261,814,218 Wilmington Trust Company 106,152,124 Wilmington Trust Company 10,450,168 E. Creditors Holding Unsecured Priority Claims unknown F. Creditors Holding Unsecured Non-priority Claims AAR Corp. 1,401,363 AAR Corp. 1,364,052 AAR Corp. 1,332,143 AON Risk Services, Inc. 1,350,413 BNP Paribas 4,520,156 Citi Global Markets, Inc. 10,189,814 Delta Air Lines Inc. - GA 4,301,012 GE Aviation 15,099,470 Geode Capital Mgmt LLC 1,276,279 IHI Corporation 16,227,382 LC Capital Master Fund Ltd 3,763,038 Rolls-Royce Corporation 2,428,817 South Carolina Department of Revenue 1,172,652 US Bank 6,797,203 US Bank 1,888,964 Others 16,304,661 TOTAL SCHEDULED LIABILITIES $489,400,059 ========================================================= Statement of Financial Affairs Mesa Airlines, Inc., earned income, aggregating $2,117,927,282, two years immediately preceding 2010: Period Amount ------ ------ 10/01/09 - 01/04/10 $218,249,007 2009 829,421,059 2008 1,070,257,216 Michael Lotz, president of Mesa Airlines, related that the Debtor earned an aggregate of $3,878,897 from sources other than from employment, trade, profession, or operation of its business during the two years immediately preceding the Petition Date: Period Amount ------ ------ 10/01/09 - 01/04/10 $1,451 2009 360,655 2008 3,516,791 For debts that are not primary consumer debtors, the Debtor paid 451 creditors an aggregate of $74,229,379 within 90 days immediately preceding the commencement of the bankruptcy case. The Debtor also made payments to 23 insiders, aggregating $6,011,862, within one year immediately preceding the Petition Date, Mr. Lotz disclosed. According to Mr. Lotz, Mesa Airlines is or was a party to 32 suits and administrative proceedings within one year immediately preceding the Petition Date. Ten of these suits and administrative proceedings are now closed, the rest remain open. The remaining open proceedings include: * Alusine Kanu, Case No. 540-2009-02716; * Anika Lackey, Case No. 473-2009-00888; * FAA, Case No. 2004SW070040; * FAA, Case No. 2005WP000001; and * Southwest Airlines V. TSA, Case Nos. 07-1279 TO 1294, 1323, 1338, 1347. Deloitte & Touche LLP and Deloitte Tax LLP have audited the books of account and records, or prepared a financial statement, of the Debtor within two years immediately preceding the Petition Date. 9 Mesa Affiliates' Schedules of Assets & Debts Nine debtor-affiliates of Mesa Air Group, Inc. reported assets ranging between $0 to $10,000,000: Debtor Assets Debts ------ ------------ ------------ Freedom Airlines, Inc. $8,278,622 $29,631,299 MPD, Inc. 4,000,649 29,631,299 Ritz Hotel Management Corp. 948,090 30,348,225 Mesa Air New York, Inc. 36,562 0 Air Midwest, Inc. 28,891 29,631,299 Regional Aircraft Services, Inc. 11,674 29,631,299 Mesa In-Flight, Inc. 0 20,945,131 Nilchi, Inc. 0 20,945,131 Patar, Inc. 0 20,945,131 Michael Lotz, president of the Debtors, reported that four Debtors earned income (i) from the operation of their businesses and (ii) from sources other than employment, trade, profession or operation of business, within two years before the Petition Date. Their aggregate earnings are: Business Other Debtor Operations Sources ------ ---------- ------- Freedom Airlines $409,434,498 $9,071 Air Midwest 27,037,655 87,381 MPD 7,527,668 0 Nilchi 0 7,879,627 According to Mr. Lotz, Freedom Airlines is party to seven suits and administrative proceedings, which remain open, within one year immediately preceding the Petition Date. These are: * FAA, Case No. 2008SW070080; * FAA, Case No. 2008SW070083; * FAA, Case No. 2008SW910227; * FAA, Case No. 2009SW070023; * Talisha Williams, Case No. 846-2009-40787; * TSA, Case No. 2007CAK0005; and * TSA, Case No. 2008HDQ0003. Deloitte & Touche LLP and Deloitte Tax LLP have audited the Debtors' books of account and records, or prepared financial statements of the Debtors, within two years immediately preceding the Petition Date. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MIDWAY GAMES: Judge Gross Tells Ill. Labor Dept. to Stop -------------------------------------------------------- WestLaw reports that Chapter 11 debtors stated a valid claim to apply the automatic stay to bar further investigation by the Illinois Department of Labor and the commencement of a lawsuit by IDOL and the debtors' former employees with respect to claims that the debtors' officers unlawfully withheld paid time off wages owed to former employees pursuant to the Illinois Wage Payment and Collection Act. The debtors were the real target of the claims under the Act, and the absence of insurance coverage meant that the debtors would be forced to shoulder indemnity obligations to the officers, thereby affecting the debtors' remaining assets from court-approved sales. In addition, the debtors would endure the costs of statutory penalties associated with the Act if a judgment was entered against the officers, and the debtors' proposed payment of most former employees' claims made the investigation and proposed litigation unnecessary. In re Midway Games, Inc., -- - B.R. ----, 2010 WL 1255913 (Bankr. D. Del.) (Gross, J.). Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington, Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty, Esq., at Blank Rome LLP, in New York, represent the Debtors in their restructuring efforts. Attorneys at Milbank, Tweed, Hadley & McCloy LLP and Richards, Layton & Finger, P.A. represent the official committee of unsecured creditors as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and balloting agent. On July 10, 2009, Midway and certain of its U.S. subsidiaries completed the sale of substantially all of their assets to Warner Bros. Entertainment Inc. in a sale approved by the Court. The aggregate gross purchase price was roughly $49 million, including the assumption of certain liabilities. Midway is disposing of its remaining assets. At June 30, 2009, the Debtors reported $1.39 billion in assets and $1.59 billion in liabilities. The Debtors' project that unsecured creditors will recover between 16.5% and 25% on account of their prepetition claims under the company's Chapter 11 plan of liquidation. MILL RACE: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Mill Race Village Ltd., a New Jersey Limited Partnership 200 Riverfront Boulevard Elmwood Park, NJ 07407 Bankruptcy Case No.: 10-21603 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Novalyn L. Winfield Debtor's Counsel: James N. Lawlor, Esq. Wollmuth,Maher & Deutsch LLP One Gateway Center, 9th Floor Newark, NJ 07102 Tel: (973) 733-9200 E-mail: jlawlor@wmd-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $ while debts total $ A copy of the Company's list of 7 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/njb10-21603.pdf The petition was signed by Bernard Langan, President of River Drive Development Corp., General Partner. MMM HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2' ------------------------------------------------------------- Moody's Investors Service has affirmed and withdrawn the B2 senior secured debt ratings of MMM Holdings, Inc. and of Preferred Health Management Corporation, as well as the B2 corporate family rating, following the repayment of the outstanding balances under their bank credit facility. Moody's also affirmed and withdrew the insurance financial strength ratings of the insurance subsidiaries MMM Healthcare, Inc., and PrimeCare Medical Network, Inc., for business reasons. Moody's most recent rating action on MMM Holdings and its subsidiaries was on June 26, 2009, when its ratings were upgraded one notch. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. MOLECUALR INSIGHTS: Gets 30-Day Extension of Waiver Agreement ------------------------------------------------------------- Molecular Insight Pharmaceuticals, Inc., has received a 30-day extension of its waiver agreement with its Bond holders, allowing restructuring discussions to continue. On March 15, 2010, Molecular Insight executed a waiver agreement with holders of the Company's outstanding Senior Secured Bonds and the Bond Indenture trustee and announced ongoing discussions with the holders of its Bonds concerning a restructuring of its outstanding debt. Under the terms of the waiver agreement, the Bond holders and Bond Indenture trustee agreed to waive a default arising from the inclusion of a going concern paragraph in the independent auditor's report on the Company's financial statements for the year ended December 31, 2009, and other technical defaults under the Bond Indenture until 12:01 AM Eastern Standard Time on April 16, 2010. The term of the waiver is now extended until 12:01 a.m. Eastern Standard Time on May 18, 2010. The waiver continues to be subject to a number of terms and conditions relating to the provision of certain information to the Bond holders, among other conditions and matters. In the event that the waiver expires or terminates prior to the successful conclusion of the Company's negotiations with its Bond holders regarding the restructuring of its outstanding debt, then the Company will be in default of its obligations under the Indenture and the Bond holders may choose to accelerate the debt obligations under the Indenture and demand immediate repayment in full and seek to foreclose on the collateral supporting such obligations. If the Company's debt obligations are accelerated or are not restructured on acceptable terms, it is likely the Company will be unable to repay such obligations and may seek protection under the U.S. Bankruptcy Code or similar relief. "We are pleased to receive this waiver extension and by the constructive tenor of our discussions so far with our Bond holders regarding a restructuring of our debt," said Daniel L. Peters, President and CEO, of Molecular Insight. "Although we are encouraged by our Bond holder interactions so far, there can be no guarantees that our discussions will be successfully concluded. We continue to remain optimistic regarding the possibility of reaching an agreement with our Bond holders that would avoid an acceleration of our debt obligations under the Bond Indenture and better position us for future growth through a restructuring of these obligations." About Molecular Insight Molecular Insight Pharmaceuticals -- www.molecularinsight.com -- is a clinical-stage biopharmaceutical company and pioneer in molecular medicine. The Company is focused on the discovery and development of targeted therapeutic and imaging radiopharmaceuticals for use in oncology. Molecular Insight has five clinical-stage candidates in development. MOODY NATIONAL: Default Interest Owed Despite Reinstatement ----------------------------------------------------------- WestLaw reports that the Bankruptcy Code provision dealing with the impairment of claims or interests under a Chapter 11 plan, 11 U.S.C. Sec. 1124, is definitional in nature and did not grant the debtor the substantive right, by reinstating the original maturity date of an obligation which had been accelerated based on its prepetition default, to truncate the creditor's contractual and state law rights to collect default interest as part of the "cure" amount to which it was entitled. A bankruptcy judge in Texas declined to follow a contrary Ninth Circuit case. In re Moody Nat. SHS Houston H, LLC, --- B.R. ----, 2010 WL 1186281 (Bankr. S.D. Tex.) (Isgur, J.). Houston, Tex., Marriott Hotel owner Moody National SHS Houston H, LLC, sought chapter 11 protection (Bankr. S.D. Tex. Case No. 10- 30172) in the wake of Hurricane Ike, and acceleration of a $14.4 million mortgage note by RLJ III-Finance Houston, LLC. The Debtor is represented by Henry J. Kaim, Esq., at King & Spalding LLP in Houston, Tex. MOVIE GALLERY: Committee Can Hire Kelley Drye as Conflicts Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia has permitted the Official Committee of Unsecured Creditors in Movie Gallery Inc.'s Chapter 11 cases to retain Kelly Drye & Warren LLP as its special conflicts counsel, nunc pro tunc to March 1, 2010. As previously reported by the Troubled Company Reporter, the Creditors' Committee expects Kelley Drye to: (a) advise the Committee of the meaning and import of pleadings and other documents filed with the Court including, but not limited to, the Studio Accommodation Motion; (b) assist, advise and represent the Committee in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; (c) provide the Committee with legal advice with respect to its rights, duties and powers; (d) prepare complaints, pleadings, motions, applications, objections and other papers that may be necessary in furtherance of the Committee's interests and objectives; (e) represent the Committee at hearings and other proceedings; and (f) perform other legal services as may be required and are deemed to be in the interests of the Creditors' Committee and of unsecured creditors in the Chapter 11 Cases. To prevent unnecessary duplication of efforts, Kelly Drye and Pachulski Stang Ziehl and Jones, the Creditors' Committee's general bankruptcy counsel, will work together to coordinate their tasks. Kelly Drye's hourly rates are: Professional Hourly Rate ------------ ----------- James S. Carr, Esq. $645 Eric R. Wilson, Esq. $585 Dana P. Kane, Esq. $450 Vikki Bolletino, Esq. $305 James Hunt, Paralegal $215 James S. Carr, Esq., an attorney at Kelly Drye -- jcarr@kelleydrye.com -- assured the Court that his firm does not represent any interest adverse to the Creditors' committee in matters on which the firm is to be retained. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). MOVIE GALLERY: Court Permits Panel to Hire Hunton as Local Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia has authorized the Official Committee of Unsecured Creditors in Movie Gallery Inc.'s Chapter 11 cases to retain Hunton & Williams LLP, in Richmond, Virginia, as its local counsel effective as of February 11, 2010. As previously reported by the Troubled Company Reporter, the Creditors Committee anticipates Hunton to assist, advise and represent the Creditors Committee in: (a) its consultations with the Debtors regarding the administration of the Chapter 11 cases; (b) its analysis of the Debtors' assets and liabilities, the investigation of the extent and validity of liens and participate in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations in connection with the proceedings; (c) any manner relevant to the review and determination of the Debtors' rights and obligations under the leases and other executory contracts; (d) the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to these cases or to the formation of a plan; (e) its participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (f) issues concerning the appointment of a trustee or examiner under Section 1104; (g) understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; and (h) the evaluation of claims and on any litigation matters, including avoidance actions. Hunton's hourly rates are: Professional Hourly Rate ------------ ----------- Partners $475 to 735 Counsel $260 to 575 Paralegal $135 to 250 Tyler P. Brown, Esq., a partner at Hunton, assured the Court that his firm has no connection with the Creditors Committee, the Debtors, their creditors, the U.S. Trustee or any other entity having actual or potential interest the Debtors' Chapter 11 cases. Furthermore, Hunton does not represent and will not represent, during the pendency of its representation of the Creditors' Committee, any other entity having an adverse interest in connection of the Chapter 11 cases, he states. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). MOVIE GALLERY: Creditors' Committee Can Hire Pachulski as Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in Movie Gallery Inc.'s Chapter 11 cases has obtained the authority of the U.S. Bankruptcy Court for the Eastern District of Virginia to retain Pachulski Stang Ziehl & Jones LLP, in New York, as its lead counsel, nunc pro tunc to February 10, 2010. As previously reported by the Troubled Company Reporter, Pachulski is expected to assist, advise and represent the Creditors Committee in: (a) its consultations with the Debtors regarding the administration of the Chapter 11 cases; (b) the analysis of the Debtors' assets and liabilities, investigation of the extent and validity of liens and participate in and review any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; (c) any manner relevant to the review and determination of the Debtors' rights and obligations under leases and other executory contracts; (d) the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the case or to the formulation of a plan; (e) its participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (f) issues concerning the appointment of a trustee or examiner under Section 1104 of the Bankruptcy Code; (g) understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; and (h) the evaluation of claims and on any litigation matters, including avoidance actions. In exchange for its services, Pachulski will be paid based on its current hourly rates: Professional Hourly Rate ------------ ----------- Robert J. Feinstein, Esq. $855 Robert B. Orgel, Esq. $825 John A. Morris, Esq. $750 Beth E. Levine, Esq. $550 Gabrille A. Rohwer, Esq. $550 David A. Abadir, Esq. $425 Thomas J. Brown $205 Robert J. Feinstein, Esq., a partner at Pachulski, assured the Court that his firm does not hold or represent any interest adverse to the Debtors. Further. Mr. Feinstein states that Pachulski is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). NATHAN REUTER: Owes $2.76 Million to Investor Group, Judge Says --------------------------------------------------------------- Andrew Denney at Missourian says a federal judge ruled that Nathan Reuter, founder and chief executive officer of Vertical Group LLC, owes $2.76 million to a group of investor defrauded five year ago. Mr. Reuter filed for Chapter 11 bankruptcy in 2007 when a group of nine investors sued him for losing their money in an investment scam, relates Mr. Denney. Mr. Denney, citing papers filed with the court, says investors who lost money in Mr. Reuter's company are entitled to recoup the money they invested, plus punitive damages equal to twice the amount they invested. Five of the investors will also receive money for attorneys' fees, he adds. NEENAH ENTERPRISES: Files Amended Ch. 11 Plan of Reorganization --------------------------------------------------------------- BankruptcyData.com reports that Neenah Enterprises filed with the U.S. Bankruptcy Court an Amended Chapter 11 Plan of Reorganization and related Disclosure Statement. The Disclosure Statement asserts, "The Plan is based primarily upon a prepetition compromise and Lock-Up Agreement with certain Consenting Holders of (i) approximately 55% of the aggreagate outstanding principal amount of the Secured Notes; and (ii) 100% of the aggregate outstanding principal amount of the Subordinated Notes....Pursuant to the Lock-Up Agreement, the Consenting Holders have agreed...to accept and support the confirmation of a plan of reorganization that is materially consistent with the Plan Term Sheet." About Neenah Enterprises Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. -- http://www.nfco.com/-- is the indirect parent holding company of Neenah Foundry Company. Neenah Foundry Company and its subsidiaries manufacture and market a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the largest independent foundry companies in the United States, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. Del. Case No. 10-10360). Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its restructuring effort. The Company had $286,611,000 in total assets against total liabilities of $449,435,000, resulting in stockholder's deficit of $162,824,000. The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation; Deeter Foundry, Inc.; and Dalton Corporation -- filed separate Chapter 11 petitions. NETVERSANT SOLUTIONS: Court Has Jurisdiction Over Sold Asset ------------------------------------------------------------ WestLaw reports that on the date that a Chapter 7 debtor's state court action was removed, after the debtor had agreed to sell its assets, including this state court cause of action, to a third- party purchaser, but before the sale had closed, the bankruptcy court had subject matter jurisdiction over the removed action, as required for it to grant the defendant's motion to compel arbitration. Moreover, the court was not divested of jurisdiction prior to its grant of the state court defendant's motion to compel arbitration due to the fact that, between the time that the removal notice was filed and the bankruptcy court's grant of the motion to compel arbitration, the debtor had closed on the sale of its assets, including this removed cause of action, to a non- debtor, third-party purchaser. Subject matter jurisdiction over a removed state court action is determined as of the date the removal notice is filed. In re Netversant Solutions, Inc., --- B.R. ----, 2010 WL 1233380 (Bankr. D. Del.) (Walsh, J.). Headquartered in Houston, Texas, NetVersant Solutions, Inc. nka NVS Liquidating Company Inc. -- http://www.netversant.com/-- provided wireless network infrastructure services. The company also provided an array of voice, video and data communication services. The company and 21 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 08-12973) on Nov. 19, 2008, estimating assets and debts between $100 million and $500 million. The Debtors sold substantially all of their assets in early-2009, and the Honorable Peter J. Walsh converted the Debtors' chapter 11 restructuring to a chapter 7 liquidation on Apr. 30, 2009. NORTEL NETWORKS: Court to Consider Riedel's $4MM Bonus on May 5 --------------------------------------------------------------- The Bankruptcy Court will hold a hearing on May 5 to consider a request by Nortel Networks Corp. to pay a $600,000 annual salary and as much as $4.07 million in bonuses to George Riedel, who will assume the titles of chief strategy officer and president of the unsold business units. Nortel said that Riedel "contributed materially" to the $2.6 billion already generated from the sale of businesses. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities. The Company's next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NPS PHARMACEUTICALS: Annual Stockholders' Meeting on May 19 ----------------------------------------------------------- The Annual Meeting of Stockholders of NPS Pharmaceuticals, Inc., will be held May 19, 2010, at 2:00 p.m. (ET) at The Bernards Inn, located at 27 Mine Brook Road, in Bernardsville, New Jersey, for the purposes of considering and acting on these matters: 1. to elect seven members to the Board of Directors, each for a term of one year; 2. to approve the adoption of the NPS Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan; 3. to ratify the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2010; and 4. to transact such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors has fixed the close of business March 29, 2010, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing specialty therapeutics company for gastrointestinal and endocrine disorders with high unmet medical need. The Company is currently advancing two late-stage programs. Teduglutide, a proprietary analog of GLP-2, is in Phase 3 clinical development for intestinal failure associated with short bowel syndrome as GATTEX(TM) and in preclinical development for gastrointestinal mucositis and necrotizing enterocolitis. The Company's balance sheet at December 31, 2009, showed $159.5 million in total assets and $382.3 million in total liabilities for a $222.7 million stockholders' deficit. According to the Company, it has not been profitable since its inception in 1986. As of December 31, 2009, the company had an accumulated deficit of approximately $922.7 million. At present, revenue from product sales has been in the form of royalty payments from Amgen on sales of Sensipar, royalty payments from Nycomed on sales of Preotact, royalty payments from Kyowa Kirin on sales of REGPARA, milestone revenue from the company's collaborative agreements with Nycomed, product sales to Nycomed and beginning in 2009, royalty payments on sales of Nucynta by Ortho-McNeil. OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton Vance Variable Trust (45,000 shares), and Finsbury Worldwide Pharmaceutical Trust (1,850,000 shares). NPS PHARMACEUTICALS: To Sell 9 Million Common Shares ---------------------------------------------------- NPS Pharmaceuticals, Inc., on Friday priced an underwritten public offering of 9,000,000 shares of its common stock at a price to the public of $5.50 per share. Net proceeds, after estimated underwriting discounts and commissions and estimated expenses, will be approximately $46.2 million. The offering was increased to 9,000,000 shares of common stock from the previously announced base offering of 7,500,000 shares of common stock. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,350,000 shares of common stock to cover overallotments, if any. The offering is expected to close on or about April 21, 2010, subject to satisfaction of customary closing conditions. Canaccord Adams acted as sole book- running manager and Needham & Company, LLC acted as co-manager for the offering. On April 16, 2010, NPS Pharmaceuticals entered into an underwriting agreement with Canaccord Adams and Needham. The Underwriters have a 30-day option to purchase up to 1.35 million additional shares to cover over-allotments, if any. A full-text copy of the Company's prospectus supplement is available at no charge at http://ResearchArchives.com/t/s?6062 A full-text copy of NPS' presentation related to the offering is available at no charge at http://ResearchArchives.com/t/s?6063 About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing specialty therapeutics company for gastrointestinal and endocrine disorders with high unmet medical need. The Company is currently advancing two late-stage programs. Teduglutide, a proprietary analog of GLP-2, is in Phase 3 clinical development for intestinal failure associated with short bowel syndrome as GATTEX(TM) and in preclinical development for gastrointestinal mucositis and necrotizing enterocolitis. The Company's balance sheet at December 31, 2009, showed $159.5 million in total assets and $382.3 million in total liabilities for a $222.7 million stockholders' deficit. According to the Company, it has not been profitable since its inception in 1986. As of December 31, 2009, the company had an accumulated deficit of approximately $922.7 million. At present, revenue from product sales has been in the form of royalty payments from Amgen on sales of Sensipar, royalty payments from Nycomed on sales of Preotact, royalty payments from Kyowa Kirin on sales of REGPARA, milestone revenue from the company's collaborative agreements with Nycomed, product sales to Nycomed and beginning in 2009, royalty payments on sales of Nucynta by Ortho-McNeil. OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton Vance Variable Trust (45,000 shares), and Finsbury Worldwide Pharmaceutical Trust (1,850,000 shares). N.Y.C. OFF-TRACK: Says Customers' Winnings, Accounts Are Safe ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that New York City Off- Track Betting Corp. issued a statement on April 16 reassuring customers that their winnings and account balances are held in a separate customer account. Customers will be able to cash in their winnings and accounts for six weeks, if operations terminate. NYC OTB previously said it may shut down unless the New York State Legislature takes any action that would change the organization's funding requirements. NYC OTB said April 19 in its Web site that its Board of Directors has authorized the corporation to remain open. "We thank you for your support during this period and we look forward to an exciting Triple Crown season and to serving you for many years to come," according to the announcement. About NYC OTB New York City Off-Track Betting Corporation is a public benefit corporation, which operates an off-track pari-mutuel betting system on thoroughbred and harness horse races held at all 11 race tracks located in New York State and certain race tracks located outside of the State. Since NYC OTB's inception in 1971, it has made payments of nearly $2 billion to the State horse racing industry, more than $1.4 billion to New York City and nearly $600 million to the State. In 2008 alone, NYC OTB made statutory contributions in an aggregate amount of $128.6 million to the State horse racing industry, the State, the City, and other local municipalities. NYC OTB's operations are regulated by the State. NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121). Richard Levin, Esq., at Cravath, Swaine & Moore LLP, in New York, serves as the Debtor's counsel. The bankruptcy judge in March 2010 ruled that NYC OTC is eligible to reorganize in Chapter 9. At September 30, 2009, NYC OTB had $18,468,147 in total assets against $74,912,742 in total current liabilities, $6,982,887 in long-term liabilities, and $201,020,000 in long-term post employment benefits. OCCUPATIONAL & MEDICAL: Court Acknowledges Chapter 15 Case ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas recognized Occupational & Medical Innovations Ltd.'s Chapter 15 case as a foreign main proceeding. Occupational & Medical is an Australia-based developer of safety products for the health-care industry. Occupational & Medical Innovations Ltd. filed a Chapter 15 petition in Tyler, Texas (Bankr. E.D. Tex. Case No. 10-60181). It said assets are less than $10 million while debt exceeds $100 million. Chapter 15 allows a non-U.S. debtor to seek a stay of creditor actions against it in the U.S. while it reorganizes abroad. OMI had been embroiled in litigation before the U.S. District Court, Eastern District of Texas, Tyler Division, involving alleged patent infringement by OMI of Retractable Technologies, Inc. patent involving retractable syringes. A trial was had on December 14 through 17th, 2009, with a jury verdict in favor of RTI being rendered on December 18, 2009. OMI's Restructuring Plan As to the Australian proceedings, on February 19, 2010, OMI's administrators received a "Proposal for a Deed of Company Arrangement from AssistMed (Australia) Pty. Ltd." In it, AssistMed Pty., Ltd., proposes to take a 51% equity stake in OMI in exchange for payment of all secured creditors, employee entitlements, and costs of administration. Unsecured creditors will receive either payment or stock in the recapitalized company. The administrators will schedule a second meeting of creditors to obtain approvals for the arrangement in the next couple of weeks, and anticipate that some time in early April the arrangement will be approved. The administrators believe that this arrangement will likely be approved by the creditors. OCEANAIRE TEXAS: To Sell Asset to Landry's for $23.6 Million ------------------------------------------------------------ Ron Ruggless at Nation's Restaurant News says Oceanaire Inc. said it will sell its 12-unit Oceanaire Seafood Room to Landry's Restaurant for $23.6 million. The sale deal includes $6.6 million for the restaurant locations and assumption of $17 million in debt. A hearing for the Bankruptcy Court's approval of the sale is set for April 26, 2010. The Oceanaire Texas Restaurant Company, L.P., dba The Oceanaire Seafood Room, and five affiliates, including Oceanaire Inc., filed for Chapter 11 on July 5, 2009 (Bankr. N.D. Tex. Lead Case No. 09- 34262). Mark Joseph Elmore, Esq., and Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, represent the Debtor in their Chapter 11 effort. Oceanaire's petition estimated assets of $1,000,001 to $10,000,000 against debts of $10,000,001 to $50,000,000 as of the filing. OPENSIDED MRI: Files for Chapter 11 Bankruptcy in Richmond ---------------------------------------------------------- Aaron Kremer at Richmond BizScene reports that OpenSided MRI filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in Richmond after a company that financed the Company's machines started garnishing money from its bank accounts. Mr. Kremer notes the Company as no major local creditors but it owes $2,218 to Keiter Stephen's accounting firm. Robert Westerman at Hirschler Fleisher represents the company, he adds. OpenSided MRI operates 12 MRI clinics locations. OPUS SOUTH: Court Extends Deadline to Remove Actions to July 16 --------------------------------------------------------------- Opus South Corporation sought and obtained an extension of the deadline within which they may file notices of removal of claims and causes of action pursuant to Section 1452 of the Bankruptcy Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure through and including July 16, 2010, without prejudice to its right to seek further extensions. Victoria Counihan, Esq., at Greenberg Traurig LLP, in Wilmington, Delaware, relates that the extension will afford Opus South the opportunity necessary to make fully informed decisions concerning removal of each Action and will assure that the Debtors do not forfeit valuable rights. She says that the rights of the Debtors' adversaries will not be prejudiced by an extension because any party to an Action that is removed may seek to have it remanded to the state court. About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). OPUS SOUTH: Court Okays Polsinelli Employment as Conflicts Counsel ------------------------------------------------------------------ Opus South Corp. and its units obtained approval from the Bankruptcy Court employ Polsinelli Shughart PC as their special conflicts counsel nunc pro tunc to January 18, 2010. As previously reported, Anne Marie Solberg, Opus South Corporation's chief restructuring officer, said Greenberg Traurig and Landis Rath & Cobb may be unable to represent the Opus South Debtors with respect to certain claims and causes of action due to actual or potential conflicts of interest among certain parties. She further noted that Polsinelli has advised Opus South that it had previously been involved in the Debtors' Chapter 11 cases in a separate limited capacity, however, the engagement ended and has been closed, therefore, Polsinelli poses no adverse interest or conflict to the contemplated employment. Polsinelli's services will include providing legal analysis and advice with respect to the Debtors' efforts to recoup funds and income for Opus South, which may be adverse to other Debtors and, if appropriate, file cross-debtor proofs of claim. The Debtors will pay for Polsinelli's services in accordance with the firm's customary hourly rates, subject to a $5,000 cap for services rendered. Polsinelli's hourly rates range from $250 to $475 per hour for shareholders, from $175 to $250 per hour for associates and senior counsel and from $75 to $125 per hour for paraprofessionals. The primary Polsinelli attorneys and paralegals expected to represent the Debtors and their hourly rates are: Christopher A. Ward (shareholder) $400 Justin K. Edelson (associate) $250 Shanti M. Katona (associate) $250 Lindsey M. Suprum (paralegal) $175 Christopher A. Ward, Esq., a shareholder at Polsinelli, assured the Court that his firm is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). OPUS WEST: Seeks Court Approval of RGH Geotechnical Settlement -------------------------------------------------------------- Debtor Opus West Construction Corporation asks the U.S. Bankruptcy Court for the Northern District of Texas to approve a compromise and settlement of claims and controversy with RGH Geotechnical and Environmental Consultants. The relationship between OWCC and RGH stems from a certain "Agreement Between Contractor and Consultant for Geotechnical Consultants" the parties entered into with respect to a certain project of OWCC, pursuant to which OWCC owes certain indemnity obligations to RGH. Before the Petition Date, STRS Ohio CA Real Estate Investments I LLC filed claims against OWCC and RGH relating to a property located at 3680 Kelsey Knolls, in Santa Rosa, California, commonly known as The Boulders at Fountaingrove. Subsequently, RGH filed Claim No. 577 on November 9, 2009, asserting an indemnity claim against OWCC in an unknown amount related to STRS' claim against OWCC and RGH with respect to The Boulders project. Clifton R. Jessup, Esq., at Greenberg Traurig LLP, in Dallas, Texas, tells the Court that OWCC and RGH desire to avoid the expense, inconvenience, delay, and uncertainty of litigation by compromising and settling claims and controversies arising prepetition under the parties' Contract related to The Boulders project and raised in the RGH Proof of Claim. Accordingly, the parties agree that: a. RGH's Claims against OWCC will be withdrawn; and b. RGH retains any and all rights to pursue an indemnity claim to the extent the claims are directed solely to insurance proceeds available under insurance policies providing or potentially providing any relevant coverage for OWCC. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). OPUS WEST: Professionals File Final Fee Applications ---------------------------------------------------- Professionals retained in connection with the bankruptcy cases of Opus West Corporation and its debtor-affiliates filed final applications for payment of fees and reimbursement of expenses incurred for these periods: Professional Fees Expenses Period ------------ ---------- -------- ------ Chatham Financial Corp. $1,062,208 $49,512 Sep. 2009 to Jan. 2010 Greenberg Traurig LLP 891,000 26,962 Jul. 2009 to Jan. 2010 Gardere Wynne Sewell LLP 334,745 3,131 Jul. 2009 to Feb. 2010 Pronske & Patel P.C. 59,236 6,080 Jul. 2009 to Mar. 2010 Franklin Skierski Lovall 17,220 28 Jan. 2010 to Hayward LLP Apr. 2010 Greenberg Traurig and Franklin Skierski serve as counsel to the Opus West Debtors. Pronske & Patel is the Debtors' conflicts counsel. Chatham Financial acts as the Debtors' financial advisor. Gardere Wynne is counsel to the Official Committee of Unsecured Creditors. In a separate filing, Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in Dallas, Texas, certified that no objection has been asserted as to Chatham Financial's final fee application as of March 22, 2010. * * * In separate orders, the U.S. Bankruptcy Court for the Northern District of Texas approved the final fee applications of Greenberg Traurig and Gardere Wynne. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). OPUS WEST: Parent Asks Court to Dismiss Lawsuit ----------------------------------------------- As reported by the Troubled Company Reporter on Feb. 10, 2010, Opus West Corporation filed a complaint against its parent company, Opus Corporation, and certain "trust parties" composed of the Opus Foundation, the Gerald Rauenhorst 1982 Irrevocable Trust F/B/O Grandchildren, the Gerald Rauenhorst 1982 Irrevocable Trust F/B/O Children, and Keith P. Bednarowski, Luz Campa, and Adler Trust Company, as trustees. Under its Complaint, Opus West seeks equitable relief and damages arising from "a parent company's systematic manipulation and abuse of the debtor" in order to evade legitimate contractual obligations and debts. According to Vickie L. Driver, Esq., at Pronske & Patel P.C., in Dallas, Texas, during the three years leading up to the filing of Opus West's bankruptcy case, Opus Corp. siphoned almost $150,000,000 of Opus West's earnings, which left Opus West undercapitalized, inadequately financed, and unable to meet its ordinary obligations as a separate business unit. Opus Corp. Answers Complaint Opus Corporation, Opus Foundation, the Gerald Rauenhorst 1982 Irrevocable Trust F/B/O Grandchildren, the Gerald Rauenhorst 1982 Irrevocable Trust F/B/O Children, Keith P. Bednarowski, Luz Campa, and The Adler Trust Company generally deny all the allegations of the Opus West Debtors against them. The allegations include constructive fraudulent transfer, fraud, tortuous inference with contract, negligent misrepresentation, promissory estoppel and conspiracy. With regard to certain of the allegations, the Opus Corp. Defendants assert that they don't have sufficient information to form a belief as to their truth. Gerald Raunehorst founded Opus Corp in the 1950s. Opus Corp. is the parent company of the Opus West Debtors. In a report by the Wall Street Journal, Dennis Ryan, Esq., of Faegre & Benson LLP, Opus Corp.'s attorney, confirmed that Opus West transferred $150 million to the Parent. The Journal quoted Mr. Ryan as saying "roughly $120 million of it was distributed to family trusts, which used bout $80 million of it to pay taxes." Nevertheless, Mr. Ryan said the transfer process "was done properly and the company couldn't have anticipated the real- estate downturn," The Journal disclosed. Also, in their filings with the Court, the Opus Corp. Defendants asserted affirmative defenses. Representing the Defendants, Donald R. Rector, Esq., at Glast, Phillips & Murray, P.C., in Dallas, Texas -- donrector@gpm-law.com -- asserts that: -- the Opus West Debtors have failed to state a claim on which relief can be granted; -- the Complaint seeks duplicative relief; -- the Defendants received the transfers described in the Complaint for value and in good faith; -- the claims of the Opus West Debtors are barred by principles of law and equity, and the doctrines of waiver and estoppel; -- any damages the Opus West Debtors purport to have sustained were directly caused in whole or in part by the acts or omissions of the Debtors themselves or others over whom the Defendants exercised no control over and for which acts or omissions the Defendants are not liable; and -- any recovery by the Debtors for the transfers under the Complaint would be subject to setoff or recoupment. The Opus Corp. Defendants thus ask the U.S. Bankruptcy Court for the District of Delaware to dismiss the Opus West Debtors' Complaint with prejudice on the merits. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). ORIENTAL REPUBLIC: DBRS Raises LT Foreign Currency Rating to 'BB' ----------------------------------------------------------------- DBRS has upgraded the long-term foreign and local currency ratings of the Oriental Republic of Uruguay to BB from BB (low). DBRS assigned a Positive trend on September 21, 2009; the trend on both ratings is now Stable. "We believe that Uruguay merits this upgrade given its strong economic performance during the international financial crisis. Furthermore, the political commitment to sound macroeconomic management and a high level of foreign direct investment is transforming the country's export sector and raising its medium- term growth prospects," says Michael Heydt, DBRS Senior Financial Analyst. "Uruguay's resilience is clear in the strength of the economy, which grew by 8.5% in 2008 and 2.9% in 2009 - indeed, it is one of the region's top performers." Amid improving regional growth prospects and robust domestic demand, real GDP growth is expected at 4.2% in 2010. Greater exchange rate flexibility, high international reserves and a well-regulated banking system have helped Uruguay weather the international financial crisis. The exchange rate facilitated adjustments in the external accounts, cushioned the impact of the crisis on the real economy and preserved competitiveness. Unlike the crisis in 2002, this downturn saw the banking system remain well-capitalized, with a stable deposit base and low levels of non-performing loans. The labor market also demonstrated resilience. By the end of 2009, the unemployment rate in Montevideo was at its lowest level in nearly three decades while the labor force participation rate reached a record high, all in the context of strong real wage growth. Fiscal discipline and adept liability management have steadily improved the country's debt profile and reduced external vulnerabilities. The Mujica administration, which took office in March 2010, has expressed its commitment to continue the policies of the previous administration. Net public debt declined from 68.3% of GDP in 2003 to 35.2% in 2009. Liability management operations have reduced refinancing risk by smoothing the amortization schedule, and 2010 financing needs are covered, thanks to pre-financing operations conducted last year. Foreign direct investment (FDI) and an improving regional outlook have strengthened medium-term growth prospects. Predictable macroeconomic policy, political stability and access to large neighboring markets have all attracted high levels of FDI. In recent years, the largest share of FDI has been directed to the pulp and paper industry, in addition to manufacturing, agriculture and tourism. This has provided a stable source of external financing, diversified the export base and increased productivity through spillover and industry innovation effects. Regional developments are also likely to improve growth prospects. The growing economic strength of Brazil, Uruguay's largest trading partner, is fueling investment and increasing demand for Uruguayan goods and services. A restructuring of Argentina's debt in arrears, if successful, could also help stabilize the regional economy. In DBRS's view, further improvement in Uruguay's credit profile will depend on sustained investment-led growth, continued commitment to fiscal discipline and debt reduction, and measurable progress in the following areas: 1) further development of the local sovereign debt market; 2) an energy strategy that increases domestic production, diversifies supplies and mitigates fiscal exposure; and 3) salary policies that align real wage growth with productivity gains. DBRS believes that meaningful progress in these areas is achievable, but it will require strong policy action and a favorable external environment. DBRS expects to publish a full report on the Oriental Republic of Uruguay as part of our formal annual review later in the year. ORLEAN HOMEBUILDERS: EVP & CFO G. Herdler Resigns ------------------------------------------------- Orleans Homebuilders, Inc., disclosed that Garry P. Herdler, 40, has resigned from his position with the Company as Executive Vice President and Chief Financial Officer, and that his last day of employment will be April 23, 2010. Mr. Herdler has served in this position since March 2007. Mr. Jeffrey P. Orleans, Chairman, Chief Executive Officer and President of Orleans, stated: "We appreciate Garry's dedication, creativity and hard work over the last three years. We also appreciate his commitment to stay with the Company to complete the definitive sale agreement announced last week. We have been through significant challenges together during this lengthy and historic housing downturn. Our team had effectively managed cash flow, liquidity, and significant reductions in the land portfolio, specs and cost reductions, as well as creditors and stakeholders during this period." Orleans executed a definitive 'stalking horse' asset purchase agreement on April 13, 2010, with NVR, Inc., for substantially all of the assets of Orleans, which is not subject to further due diligence or financing conditions, but is subject to customary closing conditions and Bankruptcy Court approval. Bidders qualified under the Bankruptcy Court-approved bidding procedures 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. With respect to the sale agreement, 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. 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. OSYKA CORP: Co-Movant's Silence in Court Becomes Binding -------------------------------------------------------- WestLaw reports that a co-movant on a motion for approval of a compromise which would have put the co-movant in a position to purchase substantially all of the Chapter 11 debtors' assets had a duty, on a representation by the debtor's counsel in open court that the sale of assets would be subject to a third party's overriding royalty interest, to object if it disagreed with this characterization of the proposed sale. Thus, its silence in the face of the representation could give rise to application of judicial estoppel against it, just as if the co-movant had itself made this representation. In re Osyka Corp., --- B.R. ----, 2010 WL 1050301 (Bankr. S.D. Tex.). Headquartered in Houston, Texas, Osyka Corporation -- http://www.osyka.com/-- is an oil and gas company. The company sought Chapter 11 protection (Bankr. S.D. Tex. Case No.08-31467) on March 3, 2008. H. Rey Stroube, III, Esq., represented the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors was appointed in the case. As reported in the Troubled Company Reporter on June 18, 2008, the Debtors' Schedules of Assets and Liabilities showed assets of $109,754,313 and total debts of $83,792,755 as of the Petition Date. The Hon. Marvin Isgur confirmed a joint Chapter 11 plan of reorganization filed by Osyka Corporation and Osyka Permian LLC on June 20, 2008, after Legado Resources LLC purchased all of the Debtors' assets for $77,000,000. PACIFIC ETHANOL: Files Amended Reorganization Plan -------------------------------------------------- Pacific Ethanol, Inc., disclosed that on April 16, 2010, its wholly-owned subsidiary, Pacific Ethanol Holding Co. LLC, together with PEH's four wholly-owned ethanol production facilities, filed an Amended Plan of Reorganization and related draft Disclosure Statement with the U.S. Bankruptcy Court in Delaware in continued cooperation with its lenders. As previously announced, under the original Plan of Reorganization, filed on March 26, 2010, the ownership of the Plant Subsidiaries will be transferred to a newly formed holding company. The Amended Plan now includes terms under which the lenders may grant the Company an option to purchase up to 25% of the total ownership interests in New PEH for up to $30 million in cash. The option would be exercisable until 90 days following the Court's confirmation of the Amended Plan. The Company still expects PEH and the Plant Subsidiaries to emerge from bankruptcy near the end of the second quarter of this year. Under the Amended Plan, the New PEH term debt will be reduced by $67 million to $50 million. In addition to the term debt, the Amended Plan continues to provide working capital of up to $15 million, which may be increased up to $35 million as provided in the Original Plan. Neil Koehler, Pacific Ethanol's CEO and President, said, "We believe the Amended Plan is a significant improvement over the original one. Under this plan the Plant Subsidiaries would emerge with an even lower level of debt while providing sufficient liquidity to support existing operations and resume production at the Madera and Stockton, California facilities. The opportunity to continue as an owner of the production facilities supports our strategy of being the leading producer and marketer of low carbon renewable fuels in the Western United States as the market for our products and services continues to expand." The Company and its subsidiaries, other than PEH and the Plant Subsidiaries, have not filed for protection under the U.S. Bankruptcy Code. As a result, their ownership structure, particularly as it relates to ownership of the Company by its common and preferred stockholders, will not change under the terms of the Amended Plan. Upon confirmation of the Amended Plan, the Company's balance sheet will reflect the disposition of the Plant Subsidiaries' assets and cancellation of their related secured debt of approximately $293.5 million. Under the terms of the Amended Plan, the Company will continue to staff, manage and operate the four ethanol production facilities held by the Plant Subsidiaries for a negotiated fee and profit- sharing arrangement. In addition, the Company, through its other subsidiaries not in bankruptcy, will continue marketing ethanol for third parties as well as the ethanol and related feed products produced by the four facilities. Details of the Amended Plan and Disclosure Statement are set forth in a Current Report on Form 8-K filed with the Securities and Exchange Commission today. About Pacific Ethanol Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PACIFIC STATE BANCORP: Perry-Smith LLP Raises Going Concern Doubt ----------------------------------------------------------------- Pacific State Bancorp filed on April 16, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Perry-Smith LLP, in San Francisco, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company and its subsidiary Pacific State Bank have agreed with their primary banking regulators to restrictions on certain operations and submission of a capital plan, among other things. The capital plans for the Company have not yet been accepted by their primary banking regulators. Failure to increase capital and a related decline on their capital ratios could expose the Company and the Bank to additional restrictions and regulatory actions, including being placed into a FDIC-administered receivership or conversatorship. The Company reported a net loss of $23.0 million on $12.3 million of net interest income (before provision for loan losses) for 2009, compared with a net loss of $5.2 million on $15.0 million of net interest income (before provision for loan losses) for 2008. The Company's balance sheet as of December 31, 2009, showed $369.8 million in assets, $364.1 million of liabilities, and $5.7 million of stockholders' equity. At December 31, 2009, the Company had net loans receivable of $245.8 million ($301.9 million at December 31, 2008) and deposit liabilities of $322.4 million ($341 million at December 31, 2008). A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6046 A full-text copy of the 2009 annual report to shareholders is available at no charge at http://researcharchives.com/t/s?6045 Stockton, Calif.-based Pacific State Bancorp (NASDAQ CM: PSBC) is a holding company with one bank subsidiary, Pacific State Bank, and two unconsolidated subsidiary grantor trusts, Pacific State Statutory Trusts II and III. Pacific State Bank is a California state chartered bank formed November 2, 1987. Pacific State Statutory Trusts II and III are unconsolidated, wholly owned statutory business trusts formed in March 2004 and June 2007, respectively for the exclusive purpose of issuing trust preferred securities. Pacific State Bank conducts a general commercial banking business, primarily in the five county regions that comprises Alameda, Calaveras, San Joaquin, Stanislaus and Tuolumne counties. PALM INC: Adopts Key Employee Retention Program ----------------------------------------------- Palm Inc. is implementing a retention program for certain key employees, including executive officers. The program includes equity awards and cash bonuses to be earned over a two-year period provided that the individuals remain as employees of the Company. As part of the program, Jeffrey P. Devine, Palm's Senior Vice President of Global Operations, and Douglas C. Jeffries, Palm's Senior Vice President and Chief Financial Officer, each received a grant of restricted stock units pursuant to Palm's 2009 Stock Plan and a cash bonus of $250,000. According to Roger Cheng at Dow Jones Newswires, Michael Bell, head of product development; Kathleen Mitic, head of product marketing; and Jeffrey Zwerner and David Zwerner, who work with brand design, are eligible under the program. 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. PALM INC: Devices No Longer Sold at RadioShack ---------------------------------------------- Roger Cheng at Dow Jones Newswires reports that RadioShack Corp., a big seller of cellphones, is discontinuing sales of Palm Inc.'s newest phones. The report says Palm devices were removed from RadioShack's Web site and employees at six RadioShack stores contacted Monday said they were no longer carrying Palm's Pre and Pixi. According to Dow Jones, a RadioShack spokesman declined to comment, but a spokesman for Sprint Nextel Corp., which is one of RadioShack's wireless partners, confirmed that the retail chain would phase out the Palm products for two newer Sprint phones. A Palm spokeswoman declined to comment, the report says. According to Mr. Cheng, C.L. King analyst Lawrence Harris said, "While the apparent decision to place Palm up for sale and the reported interest by several parties has captured the attention of investors, we note that the company's fundamental outlook remains highly challenging". Dow Jones says Mr. Harris had noted that RadioShack stores in the New York area no longer carried Palm products. 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. PALM INC: SVP for Software and Services Steps Down -------------------------------------------------- Palm, Inc., said on April 12, 2010, Michael R. Abbott, its Senior Vice President of Software and Services, submitted his resignation from the Company. His employment with the Company is expected to terminate effective April 23, 2010. According to Roger Cheng at Dow Jones Newswires, Maynard Um, an analyst at UBS, said Mr. Abbott's departure suggested any prospective deal was still far off. "We believe any potential acquirer would likely want -- and need- -- the WebOS development team," Mr. Um said. 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. 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. PAN OCEANIC: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Pan Oceanic Maritime, Inc. One Meadowlands Plaza, Suite 800 East Rutherford, NJ 07073 Bankruptcy Case No.: 10-21607 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Donald H. Steckroth Debtor's Counsel: Mark Y. Moon, Esq. E-mail: mmoon@trenklawfirm.com Richard D. Trenk, Esq. E-mail: rtrenk@trenklawfirm.com Trenk, DiPasquale, Webster, et al. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 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 15 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/njb10-21607.pdf The petition was signed by Lianjun Ma, president. PARK-OHIO INDUSTRIES: Moody's Confirms 'B3' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service confirmed the ratings for Park-Ohio Industries Incorporated, including the B3 Corporate Family Rating. This action concludes the review for downgrade initiated on December 9, 2009. The rating outlook is stable. The confirmation of the B3 CFR reflects the successful amendment to the company's highly utilized asset-based revolving credit facility which extended the maturity to December 2013 from December 2010. The action also considers Moody's expectation that Park-Ohio should benefit from stable-to-improving conditions in most end markets and from an improved cost structure. In 3Q09 and 4Q09, Park-Ohio posted sequential revenue growth for the first time in four quarters and generated EBITDA that on a run-rate basis would be sufficient to cover its fixed charges. The CFR continues to reflect the company's size, relatively high leverage, and exposure to cyclical end markets. A relatively diversified business line and customer base (the auto industry is the largest end market accounting for 20% of revenue), a broad product portfolio, and an adequate liquidity profile support the rating. The stable rating outlook reflects Moody's expectation that an improved operating environment should translate into stronger credit metrics over the next twelve to eighteen months with adjusted debt-to-EBITDA leverage likely in the mid-to-upper single digit range. Although performance in the company's longer lead time manufactured products segment remains uncertain, Moody's expects Park-Ohio to generate breakeven to positive free cash flow and maintain an adequate overall liquidity to support its operations-including orderly access to revolving credit. Bond interest payments and required term loan amortization are fairly aggressive relative to expected free cash flow generation in Moody's opinion, but the risk is tempered by approximately $20 million of unrestricted cash at December 31, 2009. The outlook also considers Moody's expectation for any cash consumption related to working capital purposes in a stronger- than-expected economic recovery scenario to be neutral to the company's overall liquidity position due to an expanding borrowing base under the asset-based revolving credit facility. Due to a change in capital structure which reduced the revolving credit facility, the rating of the senior subordinated notes was revised to Caa1 from Caa2. Ratings affected by the actions include: * Corporate Family Rating confirmed at B3 * Probability of Default Rating confirmed at B3 * $183 million senior subordinated notes due 2014 upgraded to Caa1 from Caa2 (point estimate changed to LGD 5; 77% from LGD 5; 80%) * Outlook stable The last rating action was on December 9, 2009, when the ratings were placed under review for possible downgrade. Park-Ohio Industries, Inc., headquartered in Cleveland, Ohio, is an industrial supply chain logistics and diversified manufacturing business operating in three segments: Supplier Technologies, Aluminum Products, and Manufactured Products. Park-Ohio's revenues approximate $700 million. PAYMENT DATA: Recurring Losses Prompt Going Concern Doubt --------------------------------------------------------- Payment Data Systems, Inc., filed on April 15, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Akin, Doherty, Klein & Feuge, P.C., in San Antonio, Tex., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial losses since inception, which has led to a deficit in working capital. The Company reported a net loss of $803,526 on $3,218,674 of revenue for 2009, compared with a net loss of $944,617 on $3,001,487 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $1,162,869 in assets and $2,047,375 of debts, for a stockholders' deficit of $884,506. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6058 San Antonio, Tex.-based Payment Data Systems, Inc. provides integrated electronic payment processing services to merchants and businesses, including all types of Automated Clearinghouse processing and credit and debit card-based processing services. PERRY COUNTY: Files Schedules of Assets and Liabilities ------------------------------------------------------- Perry County Associates, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Alabama its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $10,793 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $0 $10,793 Atlanta, Georgia-based Perry County Associates, LLC, filed for Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D. Ala. Case No. 10-00277). Jeffery J. Hartley, Esq., at Helmsing, Leach, Herlon, Newman & Rouse, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. The Company's affiliate -- Perry Uniontown Ventures I, LLC -- filing a separate Chapter 11 bankruptcy petition. PERSONALITY HOTELS: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Personality Hotels III, LLC, 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 $23,000,000 B. Personal Property $1,080,335* C. Property Claimed as Exempt D. Creditors Holding Secured Claims $48,954,975 E. Creditors Holding Unsecured Priority Claims $353,965 F. Creditors Holding Unsecured Non-priority Claims $4,479,773 ----------- ----------- TOTAL $24,080,335 $53,788,713 * actual amount not known San Francisco, California-based Personality Hotels III, LLC, owns Hotel Frank and Vertigo Hotel in San Francisco. The Company filed for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. N.D. Calif. Case No. 10-30804). Edward C. Singer, Esq., at Lemi Group Legal Department, 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. PERSONALITY HOTELS: U.S. Trustee Forms 5-Member Creditors Panel --------------------------------------------------------------- Sara L. Kistler, Acting U.S. Trustee for Region 17, appointed five members to the official committee of unsecured creditors in the Chapter 11 case of Personality Hotels III, LLC. The Creditors Committee members are: 1. San Francisco Culinary Bartenders and Service Employees Pension, Welfare Education and Legal Fund Attn: Kim Wirshing, UNITE HERE Local 2 209 Golden Gate Avenue San Francisco, CA 94102 E-mail: kimwirsh@aol.com Counsel Representing above Creditor: Shawn C. Groff, Esq. Leonard Carder, LLP 1330 Broadway, Suite 1450 Oakland, CA 94612 Tel: (510) 272-0169 Fax: (510) 272-0174 E-mail: sgroff@leonardcarder.com 2. Decor Fabrics, Inc. Attn: Babak Saraf 6505 McKinley Ave. Los Angeles, CA 90001 Tel: (213) 422-3500 Fax: (323) 752-2169 E-mail: decorint@sbcglobal.net 3. Schoos Design, Inc. Attn: Michael Berman 8424 Santa Monica Blvd. #851 West Hollywood, CA 90069 Tel: (323) 822-2800 Fax: (323) 822-2808 E-mail: michael@schoos.com 4. Thomas Construction Resources, LLC Attn: Joseph T. Messina 2200 Pacific Avenue, Suite 10A San Francisco, CA 94115 Tel: (415) 563-6577 Fax: (415) 563-6795 E-mail: jtmessina@tcrworld.com 5. Peter Petruzzi 1165 Francisco Street, No. 7 San Francisco, CA 94109 Tel: (415) 674-8039 E-mail: architectpeter@sbcglobal.net Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. San Francisco, California-based Personality Hotels III, LLC, owns Hotel Frank and Vertigo Hotel in San Francisco. The Company filed for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. N.D. Calif. Case No. 10-30804). Edward C. Singer, Esq., at Lemi Group Legal Department, 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. POINT BLANK: Has $14.7 Million Interim Financing ------------------------------------------------ Bill Rochelle at Bloomberg News reports that Point Blank Solutions Inc. was given interim authority by the bankruptcy judge on April 16 to borrow $14.7 million from a promised $20 million loan. The final financing hearing will be held May 12. Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is recognized as the largest producer of soft body armor in the U.S. The Company maintains facilities in Pompano Beach, FL and Jacksboro, TN. Point Blank Solutions filed for Chapter 11 on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). QIMONDA N.A.: Wants Until August 20 to File Chapter 11 Plan ----------------------------------------------------------- Qimonda Richmond, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware, to extend, for the fourth time, its exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until August 20, 2010, and October 20, 2010, respectively. Absent the extension, the Debtors' exclusive Plan filing and solicitation periods will expire, today, April 20, and June 29. Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio. The Company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- approximately 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond (Virginia, USA). The Company provides DRAM products with a focus on infrastructure and graphics applications, using its power saving technologies and designs. Qimonda is an active innovator and brings high performance, low power consumption and small chip sizes to the market based on its breakthrough Buried Wordline technology. Qimonda AG commenced insolvency proceedings with a local court in Munich, Germany, on January 23, 2009. On June 15, 2009, QAG filed a petition for relief under Chapter 15 of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766). Qimonda North America Corp., an indirect and wholly owned subsidiary of QAG, is the North American sales and marketing subsidiary of QAG. QNA is also the parent company of Qimonda Richmond LLC. QNA and QR filed for Chapter 11 on February 20 (Bankr. D. Del. Lead Case No. 09-10589). Mark D. Collins, Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at Richards Layton & Finger PA, represents the Debtors as counsel. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. Jones Day and Ashby & Geddes represent the Committee. In its bankruptcy petition, Qimonda Richmond, LLC, listed more than US$1 billion each in assets and debts. The information was based on Qimonda Richmond's financial records which are maintained on a consolidated basis with Qimonda North America Corp. QUALITY CANDY: Wants Court's Approval to Sell All Assets -------------------------------------------------------- Doris Hajewski of the Journal Sentinel Quality Candy/Buddy Squirrel of Wisconsin Inc. is asking the U.S. Bankruptcy Court in Milwaukee for authority to sell all assets in an auction in May. The Company proposes a minimum bid of $2.5 million, excluding the retail leases. Bidders would be required to purchase all assets, including real estate, machinery and equipment, but can choose which retail leases at area malls to take, she notes. A hearing is set for May 6, 2010, to consider approval of the Company's sale procedure. Quality Candy Shoppes/Buddy Squirrel of Wisconsin Inc owns Quality Candy Shoppes and Buddy Squirrel that owns and operates stores in the Milwaukee area, Racine and Madison. The Company sought protection under Chapter 11 in the U.S. Bankruptcy Court in Milwaukee, listing both assets and debts of between $1 million and $10 million. RESERVE CAPITAL: N.D.N.Y. Upholds Sanctions Against Debtor ---------------------------------------------------------- WestLaw reports that arguments that a Chapter 11 trustee's efforts to sell the property at which one of the debtors in jointly administered cases resided were in contempt of a plan confirmation order entered before the trustee's appointment or in contempt of a subsequent compromised plan lacked a basis. Therefore, the imposition of sanctions against the debtor and his attorney, based upon their submission of a motion to hold the trustee in contempt in connection with his efforts to sell the property, was not an abuse of discretion. Hawkins v. Levine, --- B.R. ----, 2010 WL 1223195 (N.D.N.Y.) (Kahn, J.). This ruling upheld an order entered by the Honorable Stephen D. Gerling in the U.S. Bankruptcy Court reported at 416 B.R. 18. Reserve Capital Corporation, Hawkins Development LLC, James W. & Lori Jo Hawkins, Hawkins Family, LLC, Hawkins Manufactured Housing, Inc., Forest View, LLC, Wooded Estates, LLC, and Tioga Park, LLC, sought chapter 11 protection (Bankr. N.D.N.Y. Case Nos. 03-60071, 03-60072, 03-60073, 03-60074, 03-60075, 03-60076, 03- 60077, 03-60078) on Jan. 7, 2003. Reserve Capital Corporation is a corporation that was engaged in the business of construction and installment contract financing of mobile homes. Hawkins Development, LLC, was engaged in real estate development. Hawkins Family, LLC, acted as a real estate holding company. Hawkins Manufactured Housing, Inc., was engaged in the selling and financing of mobile homes. Wooded Estates, LLC, and Forest View, Inc., owned and operated mobile home communities. Tioga Park, LLC, owned a horse racing track. Paul A. Levine serves as the Chapter 11 Trustee. In March 2004, the Debtors, their post- petition lender, Southern Tier Acquisitions, LLC, and creditor Asolare II, LLC, reached an agreement whereby these plan proponents would present a joint plan of reorganization for Tioga Park, and separately, liquidating plans for the remaining Debtors. In June 2004, the Bankruptcy Court confirmed Tiago Park's chapter 11 plan. RESIDENTIAL HEATING: Files for Bankruptcy Under Chapter 7 --------------------------------------------------------- Ben Sutherly, staff writer at Dayton Daily News, reports that Residential Heating & Air Conditioning Inc. filed for bankruptcy under Chapter 7 in the U.S. Bankruptcy Court in Dayton, Ohio, listing assets of $3,390, and and liabilities of $633,743. The Company is facing numerous civil and small claims cases in Montgomery and Clark common pleas courts and in Dayton Municipal Court. Residential Heating & Air Conditioning Inc. is a heating and cooling contractor. RICHARD FUSCONE: Files List of 20 Largest Unsecured Creditors ------------------------------------------------------------- Richard Fuscone has filed with the U.S. Bankruptcy Court for the Southern District of New York a list of its 20 largest unsecured creditors, disclosing: Entity Claim Amount ------ ------------ Wilmington Trust Rodney Square North 110 North Market Street Wilimington, DE 19890-0001 $124,924 Roberto Ciapellini c/o Manfredi Jewelers 121 Greenwich, CT 06830 $100,000 Ceci Brothers, Inc. 740 North Street Greenwich, CT 06831-3007 $50,000 Tawn Miller Property Mgmt $45,000 Edwards Angell Palmer $40,000 Chase National Legal Processing $30,108 Total Personal Services $23,191 Morgan Lewis & Bockius $22,466 ENCON $20,000 Finch Pharmacy $20,000 EPI System Integratons, Inc. $18,000 Merril Lynch & Co., Inc. $14,889 Consolidated Edison Comp $11,000 APS Payroll $10,000 Chase National Payment Service $9,736 Volkswagen Credit $8,700 Richards of Greenwich $8,500 Mercedez-Benz Financial $6,789 Shoreline Pool $6,180 Putnam Plumbing & Heating $6,000 Armonk, New York-based Richard Fuscone filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No. 10-22675). Lawrence F. Morrison, Esq., at Meister Seelig & Fein, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RICHARD FUSCONE: Section 341(a) Meeting Scheduled for May 5 ----------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of Richard Fuscone's creditors on May 5, 2010, at 1:00 p.m. The meeting will be held at the United States Bankruptcy Court, SDNY, 300 Quarropas Street, Room 243A, White Plains, NY 10601-5008. 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. Armonk, New York-based Richard Fuscone filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No. 10-22675). Lawrence F. Morrison, Esq., at Meister Seelig & Fein, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RICHARD FUSCONE: Taps Meister Seelig as Bankruptcy Counsel ---------------------------------------------------------- Richard Fuscone has asked for authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Meister Seelig & Fein LLP as bankruptcy counsel, nunc pro tunc to April 6, 2010. MSF will, among other things: a. assist in the amendment of the schedule, and in preparation of the disclosure statement and plan of reorganization; b. negotiate with the Debtor's creditors and take the necessary legal steps to confirm and consummate a plan of reorganization; c. prepare on behalf of the Debtor necessary motions, applications, answer, proposed orders, reports and other papers to be filed by the Debtor; and d. appear before the Court to represent and protect the interests of the Debtor and its estate. MSF will be paid based on the hourly rates of its personnel: Lawrence F. Morrison $470 Other Attorneys $220-$595 Paraprofessionals $175-$250 Lawrence F. Morrison, a partner at MSF, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Armonk, New York-based Richard Fuscone filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No. 10-22675). Lawrence F. Morrison, Esq., at Meister Seelig & Fein, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. ROTHSTEIN ROSENFELDT: Court Approves Freeze of $33 Million Assets ----------------------------------------------------------------- Julie Kay at Daily Business Review reports that a federal judge in Florida approved the request to freeze $33 million in assets held by a financial adviser who allegedly played a role in Rothstein's $1.2 billion Ponzi scheme filed by the Chapter 11 trustee for Scott W. Rothstein's defunct law firm Rothstein Rosenfeldt Adler PA. According to the Troubled Company Reporter on April 12, 2010, Chapter 11 Trustee Herbert Stettin moved for a preliminary injunction in the U.S. Bankruptcy Court for the Southern District of Florida on Tuesday to bar Miami-Dade-based Michael Szafranski from spending the money. Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA, has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. ROYAL INVEST: Meyler & Company Raises Going Concern Doubt --------------------------------------------------------- Royal Invest International Corp. filed on April 15, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Meyler & Company, LLC, in Middletown, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had a net loss of $43,970,182 for the year ended December 31, 2009, an accumulated deficit of $65,111,573 at December 31, 2009, is in default of one of the mortgages payable and related debt covenants at December 31, 2009, and there are existing uncertain conditions which the Company faces relative to its obtaining financing, and capital in the equity markets. The Company reported a net loss of $43,970,182 on $11,579,500 of revenue for 2009, compared with a net loss of $16,319,499 on $12,851,572 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $97,495,151 in assets and $150,611,563 of debts, for a stockholders' deficit of $53,116,412. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6055 Westport, Conn.-based Royal Invest International Corp. (OTC BB: RIIC) -- http://www.royalinvestinternational.com/ -- owns, operates and manages real estate in Europe. At December 31, 2009, and 2008, the Company owned 18 properties. The properties aggregate roughly 88,077 square meters (roughly 948,053 square feet), which are comprised of office buildings and business centers. The properties are located in Germany and the Netherlands. RUMSEY LAND: Wants Plan Filing Deadline Extended Until May 14 ------------------------------------------------------------- Rumsey Land Co., LLC, asks the U.S. Bankruptcy Court for the District of Colorado to extend its exclusive period to file a Chapter 11 Plan until May 14, 2010. The Debtor has already filed a proposed Chapter 11 Plan of Reorganization. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the explanatory Disclosure Statement. The Debtor relates that it needs additional time for full disclosure in the disclosure statement and to finalize the purchase agreements. The Debtor is represented by: Aaron A. Garber Kutner Miller Brinen, P.C. 303 E. 17th Avenue, Suite 500 Denver, CO 80203 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: aag@kutnerlaw.com Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case No. 10-10691). Aaron A. Garber, Esq., who has an office in Denver, Colorado, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RVL TEXAS: Plan Proposes to Sell 3 Primary Assets to Pay Claims --------------------------------------------------------------- RVL Texas Properties, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization. The Plan provides for the sale of the Debtor's three primary assets: (i) a 23.67 acre parcel of land fronting Laguna Madre Bay, Cameron County, Texas; (ii) approximately 73 acres of submerged land under the Laguna Madre Bay, Cameron County, Texas under a lease from the General Land Office of the State of Texas; and (iii) a Permit from the U. S. Army Corps of Engineers allowing the Debtor to construct a marina with 256 stalls along both sides of the remaining portion of the Old Queen Isabella Causeway above Laguna Madre Bay, and 256 condominium units on the Causeway. Under the Plan, the sale of the project is critical to the Plan. Debtor reasonably believes that the Project can be sold with a reasonable period of time, approximately 18 months, after the effective date of the plan for an amount that will permit the Debtor to make the Plan Payments. The Debtor proposes that no holder of an Allowed Class 7 Claim in an amount in excess of $5,000 will be paid any of its Allowed Claim until each and every Holder of a Higher Classes of Claims has been paid in full or each Holder of Higher Classes of Claims that has not been paid in full has agreed in writing to payments to Allowed Class 7 Claim Holders. A full-text copy of the Plan is available for free at: http://bankrupt.com/misc/RVLTexas_Plan.pdf The Debtor is represented by: Robert H. Holmes P.O. Box 130654 Dallas, TX 75313 Tel: (214) 748-7172 Fax: (214) 748-0396 About RVL Texas Properties Addison, Texas-based RVL Texas Properties, LLC, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-20009). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. RYLAND GROUP: Fitch Assigns 'BB' Rating on $300 Mil. Senior Notes ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to Ryland Group, Inc.'s $300 million 6.625% senior notes due May 1, 2020. The issue will be ranked on a pari passu basis with all other senior unsecured debt. Proceeds from the debt issuance will be used for the purchase of up to $300 million aggregate principal of the company's existing senior notes and for general corporate purposes. Ryland recently announced a tender offer to purchase for cash up to $300 million of its existing senior unsecured notes due 2012, 2013 and 2015. The Rating Outlook is Negative. Fitch's current Issuer Default Rating and unsecured debt rating for Ryland is 'BB'. The ratings reflect Ryland's successful execution of its business model, moderate financial policies and geographic and product line diversity. In recent years the company has improved its capital structure, pursued conservative capitalization policies and has positioned itself to withstand a meaningful housing downturn. Ryland's significant ranking (within the top five or top 10) in most of its markets, its presale operating strategy and a return on capital focus provide the framework to soften the impact on margins from declining market conditions. Acquisitions have not played a part in Ryland's operating strategy, as management has preferred to focus on internal growth (expanding its position in existing markets and occasional greenfield new market entries). The Negative Outlook reflects the still challenging U.S. housing environment. Housing apparently bottomed during 2009, and a so far anemic recovery has begun. During the next 12-15 months off the bottom, the recovery may appear jaw-toothed as substantial foreclosures now in the pipeline present as distressed sales and as meaningful new foreclosures arise from Alt-A and option ARM resets. High unemployment rates and the tightening of certain Federal Housing Administration loan standards will be notable headwinds early in the upcycle. The continuation and expansion of the scope of the national housing credit may boost sales in spring of this year. And the Federal government's continuing efforts to modify foreclosures may finally show some success in 2010. Ryland employs conservative land and construction strategies. As of Dec. 31, 2009, 20% of its lots were controlled through options -- a much lower than typical percentage due to considerable option abandonments and write-offs of recent years. Total lots, including those owned, were approximately 19,902 at Dec. 31, 2009. This represents a 3.9-year supply of total lots controlled and 3.1-year supply of owned land based on trailing 12 months deliveries. Ryland ended the fourth quarter with $285.2 million of unrestricted cash and $457.9 million of marketable securities. The company terminated its revolving credit facility during the second quarter of 2009 and subsequently entered into various letters of credit agreements that are secured by cash deposits. At Dec. 31, 2009, letters of credit totaling $71.6 million were outstanding under these agreements. Consistent with Fitch's comment on homebuilders' termination of revolving credit facilities, in the absence of a revolving credit line, a consistently higher level of cash and equivalents than was typical should be maintained on the balance sheet, especially in these still uncertain times. Future ratings and Outlooks will be influenced by broad housing market trends as well as company-specific activity, such as land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, and free cash flow trends and uses. RYLAND GROUP: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' rating and '4' recovery rating to The Ryland Group Inc.'s $300 million 6.625% senior unsecured note offering due May 2020. All of Ryland's direct and indirect wholly owned homebuilding subsidiaries jointly and severally guarantee the note offering. The '4' recovery rating indicates S&P's expectation for an average recovery of principal (30%-50%) in the event of a payment default. Ryland's newly issued notes will rank equally with the company's existing unsecured and unsubordinated debt. The notes contain a change-of-control provision, which states that if a control trigger event occurs, Ryland will be required to make an offer to repurchase all or any part of the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest. Ryland indicated that it will use proceeds from the offering to fund the partial tender and/or redemption of existing notes that are set to mature in 2012, 2013, and 2015. Ryland's fourth-quarter home closings were up 75% year-over-year on 34% fewer communities. Gross and operating margins also improved (to 19.5% and 8.9%, respectively), and inventory turnover climbed to 1.5x. However, S&P believes that a return to consistent profitability could be challenging this year. This belief reflects S&P's expectations for continued competitive market conditions, as well as the still uncertain impact that the expiration of current homebuyer tax incentives will have on demand. Nonetheless, in S&P's view, an adequate liquidity position (with cash balances currently exceeding outstanding debt), as well as manageable intermediate capital needs, continue to support S&P's current rating and stable outlook on Ryland. SAN DIEGO, CA: Attorney Says Bankruptcy Speculation "Silly" ----------------------------------------------------------- Mike Allen at San Diego Business Journal reports that San Diego City Attorney Jan Goldsmith said speculation that the city is contemplating filing for bankruptcy to resolve its employee pension fund problems is just that -- speculation without any factual basis and just plain silly. "The people pushing for Chapter 9 (municipal bankruptcy) are magic potion type people. It's silly," San Diego Business Journal quotes Mr. Goldsmith as saying. "It doesn't help us, and it would cost the city $100 million to $300 million." The Business Journal notes that calls for San Diego to at least consider the option surfaced last year when a volunteer citizens' task force looking at fiscal sustainability delivered a report with a 12-step action plan to return the city to financial health. If those steps proved ineffectual, the city would "be forced to consider seeking injunctive relief by filing for Chapter 9 bankruptcy protection," according to the report. The Business Journal recalls Mayor Jerry Sanders quickly moved to squash any chance the city was mulling such a move, stating in a letter that stated his opposition to municipal bankruptcy "has never been stronger, and I do not believe there is a credible argument that has been made, or can be made, on its behalf." SARATOGA RESOURCES: Posts $27.3 Million Net Loss in 2009 -------------------------------------------------------- Saratoga Resources, Inc., filed its annual report on Form 10-K, showing a net loss of $27.3 million on $48.9 million of revenue for 2009, compared with net income of $11.1 million on $71.4 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed assets of $172.8 million, current liabilities of $27.6 million, long-term liabilities of $118.9 million, liabilities subject to compromise of $19.6 million, and stockholders' equity of $6.7 million. The Company and its principal operating subsidiaries have operated as debtors-in-possession under Chapter 11 of the U.S. Bankruptcy Code since March 31, 2009. On February 11, 2010, the Debtors filed their Third Amended Plan of Reorganization. On March 30, 2010, following negotiations with Wayzata which resulted in an agreement in principal as to amended terms of both the Wayzata Credit Agreement and the Revolving Credit Agreement, the Debtors filed a modified Third Amended Plan. Under the modified Third Amended Plan, all trade creditors will be paid in full within 12 months and all outstanding common stock and warrants would remain outstanding and retain indentical rights following the Effective Date. Current equity holders, however, will not receive any dividends or distributions until the holders of all allowed claims have been paid in full. Confirmation hearings with respect to the Modified Third Amended Plan are scheduled for the week of April 19, 2010. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6064 About Saratoga Resources Houston, Tex.-based Saratoga Resources, Inc. (OTC BB: SROEQ) -- http://www.saratogaresources.net/-- is an independent oil and natural gas company engaged in the production, development, acquisition and exploitation of natural gas and crude oil properties. The Company's principal properties were acquired in July 2008 and cover an estimated 37,000 gross acres (33,750 net), substantially all of which are held by production without near- term lease expirations, across 11 fields in the state waters of Louisiana. Saratoga Resources, Inc. and four of its subsidiaries and affiliates filed on March 31, 2009, voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Western District of Louisiana in Lafayette, Louisiana. Saratoga is being advised by its legal counsel, Adams & Reese LLP; its investment banker, Pritchard Capital Partners LLC; and its financial advisor, Ambrose Consulting LLC. The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead Case No. 09-50397). Robin B. Cheatham, Esq., at Adams & Reese LLP, represents the Debtors in their restructuring effort. The Debtors listed between $100 million and $500 million each in assets and debts. SCOTSMAN INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Vernon Hills, Ill.-based Scotsman Industries Inc. At the same time, Standard & Poor's assigned a 'B+' issue-level rating to the company's proposed new $145 million senior secured credit facility, the same as the corporate credit rating. The recovery rating on this debt is '3', indicating S&P's expectation of a meaningful (50% to 70%) recovery in a default scenario. S&P expects the company to use the proceeds and cash on hand to repay its existing $115 million shareholder debt and $9.3 million industrial revenue bond, and to fund a $28 million dividend to its equity sponsor Warburg Pincus and other investors. "The ratings on Scotsman Industries primarily reflect the company's aggressive financial risk profile," said Standard & Poor's credit analyst Helena Song. "Scotsman Industries' weak business risk profile, characterized by a leading market position in a niche industry and good recurring revenues, partially offsets this factor," she continued. The outlook is stable. Standard & Poor's expects the company to operate within credit measures commensurate for the ratings over the business cycle. However, S&P could lower the ratings if a worse-than-expected market downturn and/or debt-financed activities adversely affect liquidity or result in a meaningful deterioration of credit measures, for example, debt to EBITDA higher than 5x. Conversely, if the long-term competitiveness of Scotsman Industries' business remains healthy, and if the company's credit measures, liquidity, and financial policies continue to support it, S&P could raise the ratings on the company. SELECTCARE OF TEXAS: A.M. Best Affirms FSR at B+ ------------------------------------------------ A.M. Best Co. has revised the outlook to stable from negative and affirmed most of the financial strength ratings (FSR) and issuer credit ratings (ICR) of the primary insurance subsidiaries of Universal American Corp. (Universal American) (Rye Brook, NY) [NYSE: UAM], as well as all debt ratings on the shelf registration of Universal American. The rating affirmations reflect Universal American's established position in the U.S. senior health insurance market, positive operating performance and strengthened capitalization. Universal American currently serves over 1.9 million Medicare members. Enrollment growth for the organization was driven primarily by its Medicare Advantage Private Fee for Service (PFFS) and Medicare Prescription Drug Part D (PDP) products. Universal American continues to generate positive operating and net income results, with over $140 million of net income reported in 2009. Capitalization of Universal American's primary insurance subsidiaries strengthened considerably in 2009 due to positive operating results and the completion of a reinsurance transaction for essentially all of the organization's life and annuity business. The Medicare Advantage and PDP businesses are anticipated to generate good cash flows and positive operating results for the organization in the near term. Offsetting rating factors include Universal American's business and insurance risk concentration in Medicare products. Due to legislative changes, the Medicare Advantage PFFS product will no longer be available in non rural areas starting in 2011. As part of a long-term strategy, Universal American has been actively building network-based health maintenance organization and preferred provider organization products in core markets to enable migration to these products, thereby offsetting the loss of the PFFS product. There is the potential for enrollment losses in non rural regions where the organization does not have network-based products available. Future funding of the Medicare Advantage program is anticipated to continue to decline, and the pending minimum medical loss ratio requirements for Medicare Advantage products could pressure margins in the future. A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good) and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance Company (Lake Mary, FL) and Marquette National Life Insurance Company (Houston, TX). The outlook for these ratings also has been revised to stable from negative. The rating downgrades of American Pioneer Life Insurance Company and Marquette National Life Insurance Company are due to the change in the business written by these entities. Going forward, both companies will primarily write Medicare Supplemental business. This is not a primary line of business for the organization, and premiums for this product have continued to trend downward as Medicare Advantage products become more attractive to seniors due to their lower premiums and higher benefit levels. The outlook has been revised to stable from negative and the FSRs of B++ (Good) and ICRs of "bbb" have been affirmed for the following subsidiaries of Universal American Corp.: -- American Progressive Life & Health Insurance Company of New York -- Pennsylvania Life Insurance Company -- The Pyramid Life Insurance Company The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for the following subsidiaries of Universal American Corp.: -- Constitution Life Insurance Company -- SelectCare of Texas, LLC -- Union Bankers Insurance Company The FSR of B (Fair) and ICR of "bb+" have been affirmed for GlobalHealth, Inc., a subsidiary of Universal American Corp. The outlook has been revised to stable from negative and the ICR of "bb" has been affirmed for Universal American Corp. The outlook has been revised to stable from negative and the following indicative debt ratings on the $140 million shelf registration have been affirmed: Universal American Corp.: -- "bb" on senior unsecured debt -- "bb-" on subordinated unsecured debt -- "b+" on preferred stock SES SOLAR: Posts $1.2 Million Net Loss in 2009 ---------------------------------------------- SES Solar Inc. filed on April 15, 2010, its annual report on Form 10-K, showing a net loss of $1,215,157 on $1,336,188 of revenue for 2009, compared with a net loss of $474,454 on $33,416 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $23,400,157 in assets, $21,450,137 of debts, and $1,950,020 of stockholders' equity. BDO Ltd., in Zurich, Switzerland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted of the Company's recurring losses from operations. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6054 Based in Geneva, Switzerland, SES Solar Inc. is a Delaware corporation engaged in the business of designing, engineering, producing and installing solar panels or modules and solar tiles for generating electricity. The Company conducts its operations through two wholly owned subsidiaries, SES Prod. S.A. and SES Societe d'Energie Solaire S.A.. The Company's shares are quoted on the OTC Bulletin Board under the symbol "SESI.OB". SHAW GROUP: S&P Affirms Corporate Credit Rating at 'BB+' -------------------------------------------------------- Standard & Poor's Ratings Services affirmed the ratings on The Shaw Group Inc., including the 'BB+' corporate credit rating. At the same time, S&P revised the outlook on the Baton Rouge, La.- based company to positive from stable. "The outlook revision reflects Shaw's improved track record of operating performance and moderate financial policy," said Standard & Poor's credit analyst Dan Picciotto. Shaw has generated satisfactory free cash flow for the past several years, which has allowed it to hold sizable cash balances. Long-term prospects in many of the company's end markets are good despite the potential for moderation in performance due to lingering effects of the economic downturn and risks associated with large projects. "S&P could raise the ratings if the company continues to possess what S&P considers to be an intermediate financial risk profile and operating performance is expected to remain good," he continued. S&P could raise the ratings if Shaw can sustain its recent good operating performance (including S&P's expectation that it will continue to generate meaningfully positive free cash flow) while continuing to demonstrate a disciplined financial policy (including maintenance of sizable cash balances). S&P could revise the outlook to stable or lower the ratings if the company's operating performance weakens beyond S&P's expectations, or if it pursues more aggressive financial policies. For example, S&P could lower the ratings if it appears likely that funds from operations to total debt will fall below 30%. SKILLED HEALTHCARE: Moody's Affirms 'B1' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service upgraded the speculative grade liquidity rating of Skilled Healthcare Group, Inc., to SGL-2 from SGL-3. The rating action follows the closing of the company's $460 million refinancing transaction on April 12, 2010, that Moody's rated on March 22, 2010, and had indicated that the SGL rating would be upgraded upon the close of the transaction. In addition, the corporate family and probability of default ratings were affirmed at B1 and the rating on the subordinated notes was affirmed at B3. The ratings outlook is stable. Moody's also affirmed the ratings on the new senior secured facilities at Ba3 that were initially assigned on March 22, 2010. The company entered into a $330 million term loan with an additional $30 million delayed draw commitment that can be utilized within the next nine months. The company also entered into a new $100 million revolving credit facility that replaced the old $135 million revolving credit facility. Moody's notes that the revolving credit facility was undrawn at the close of the transaction. The upgrade of the speculative grade liquidity rating to SGL-2 from SGL-3 incorporates Moody's expectation that the company's liquidity should remain good over the next 12 to 18 months. The SGL-2 rating takes into consideration expected strong cash flow generation, ample availability under the revolving credit facility, and sufficient headroom under the financial covenants. The company's new credit facilities are governed by a fixed charge coverage ratio initially set at 1.5 times and leverage ratio initially set at 5.5 times. Moody's projects the company to have good headroom under the covenants over the next 12 months. The stable outlook reflects Moody's expectation for improvement in credit metrics and cash flow generation. The stable outlook also assumes that the company will be able to offset potential future reimbursement pressure through cost savings and patient mix changes. The stable outlook is also predicated on Skilled Healthcare's ability to maintain a good liquidity profile, a measured approach to acquisitions and no escalation in legal issues. These ratings actions were taken: * Corporate family rating, affirmed at B1; * Probability of default rating, affirmed at B1; * $100 million senior secured revolving credit facility, due April 9, 2015, affirmed at Ba3 (LGD3, 37%); * $330 million senior secured term loan, due April 9, 2016, affirmed at Ba3 (LGD3, 37%); * $130 million senior subordinated notes, due 2014, affirmed at B3 (LGD6, 90%); * Speculative grade liquidity rating, upgraded to SGL-2 from SGL- 3. The last rating action was on March 22, 2010, when Moody's assigned ratings to the proposed credit facilities and upgraded the corporate family rating to B1. Skilled Healthcare's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of Skilled Healthcare's core industry and Skilled Healthcare's ratings are believed to be comparable to those other issuers of similar credit risk. Headquartered in Foothill Ranch, CA, Skilled Healthcare operates long-term care facilities and provides a variety of post-acute care services. The company operates skilled nursing facilities, assisted living facilities, and hospice locations. Further, the company provides ancillary services such as physical, occupational and speech therapy in its facilities and unaffiliated facilities and is a member of a joint venture providing institutional pharmacy services in Texas. Skilled Healthcare recognized revenue of approximately $760 million in 2009. SKYE INTERNATIONAL: Dec 31 Balance Sheet Upside-Down by $2 Mil. --------------------------------------------------------------- SKYE International, Inc., filed on April 15, 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 $1,172,453 in assets, current liabilities of $217,385, long-term debt of $502,986, and $2,421,926 of liabilities subject to compromise, for a stockholders' deficit of $1,969,844. The Company reported a net loss of $2,366,512 on $181,120 of revenue for 2009, compared with a net loss of $671,157 on $73,578 of revenue for 2008. On December 16, 2009, SKYE filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Nevada in Reno, Nevada. The Company is currently preparing a Joint Plan of Reorganization and Disclosure Statement and anticipates filing a draft Reorganization Plan on or before the end of April 2010. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?605b Scottsdale, Ariz.-based SKYE International, Inc. is in the business of designing, developing, and marketing consumer water heating appliances. All of the Company's products are designed by in-house engineering and contract engineers from third party engineering firms. SKYE International filed for Chapter 11 protection on December 16, 2009 (Bankr. D. Nev. Case No. 09-54485). Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd., represents the Debtor as counsel. In its petition, the Debtor listed between $1 million and $10 million each in assets and debts. SKYHAWK VILLAGE: Files for Bankruptcy Under Chapter 7 ----------------------------------------------------- Bleys W. Rose at The Press Democrat reports that Skyhawk Village Market sought protection from its creditors under Chapter 7, saying it owes about $2 million. The report says the Company owes Summit State Bank, $111,000; Clover Stornetta Dairy, $75,000; Tony's Fine Foods of West Sacramento, $44,000, as well as $19,000 in sales taxes to the state and $10,600 to the county for personal property taxes. The company said it owes $431,000 in loan to the Runyan Family Trust and $31,800 in unpaid rent to the Skyhawk Village Corp., report adds. A hearing of creditors is scheduled for May 11. Skyhawk Village Market operates a grocery in an upscale east Santa Rosa shopping center on Highway 12. SMURFIT-STONE: Wins OK to Use $650 Million Revolving Exit Facility ------------------------------------------------------------------ Smurfit-Stone Container Corp. will seek confirmation of its reorganization plan just one day after winning approval to access a $650 million revolving exit facility from several lenders to fund its emergence from chapter 11, according to American Bankruptcy Institute. 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) SONRISA PROPERTIES: Files Amended Schedules of Assets & Debts ------------------------------------------------------------- Sonrisa Properties, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Texas amended schedules of assets and liabilities, as of April 15, 2010, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $21,000,000 B. Personal Property $98,818 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,201,229 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $219,311 ----------- ----------- TOTAL $21,098,818 $8,420,540 League City, Texas-based Sonrisa Properties, Ltd., filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-80012). Karen R. Emmott, Esq., who has an office in Houston, Texas, 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. SONRISA PROPERTIES: Plan Proposes to Restructure Compass Bank Debt ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas will consider at a hearing on May 11, 2010, at 2:30 p.m., the approval of Sonrisa Properties, Ltd.'s Disclosure Statement explaining its proposed Plan of Reorganization. The hearing will be held at the U.S. Bankruptcy Court, 515 Rusk Avenue, Courtroom 401, Houston, Texas. Objections, if any, are due on May 4, 2010. 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 proposes (1) to obtain financing from a third party ($4,750,000 from Briar Capital Group) in order to restructure the Compass Bank indebtedness over a five year term; (2) subordinate the first lien position of Compass by granting Briar Capital Group a first lien position in the collateral; and (3) a payout to holders of undisputed and allowed unsecured claims after payment in full to Briar Capital Group and Compass. Pursuant to the Plan, Compass will partially release its lien as properties are sold and receive $1.30 per square foot for any property for which a partial release is requested. 100% of net proceeds remaining from any sale will be first applied to the Briar Note until the Briar Note is paid in full. Randal M. Hall, the president of the Debtor's general partner, will disburse all plan funds. Treatment of Claims Secured claim of Compass Bank is $8,065,000 less a $750,000 principal reduction payment upon Galveston County closing. The note will be modified as: a cash payment in the amount of $2,750,000 to be made collectively by the Debtor and the Debtor Sonrisa Realty Partners, Ltd., with funds advanced by Briar Capital Group. The Plan did not provide for the estimated percentage recovery by holders of Compass Bank secured claims. Holders of general unsecured non-priority claims will be paid after full payment of Classes 1-4. No interest will be paid. The holders of allowed claims in Class 5 will participate pro rata in quarterly distributions from sale proceeds after payment in full to Classes 1-4. The equity interest holders will not receive any payments under this Plan unless creditors in Classes 1 through 5 are paid in full the allowed amounts of their claims. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SonrisaProperties_DS.pdf The Debtor is represented by: Karen R. Emmott 4615 Southwest Frwy., Suite 500 Houston, TX 77027 Tel: (713) 739-0008 Fax: (713) 481-6262 About Sonrisa Properties League City, Texas-based Sonrisa Properties, Ltd., filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-80012). Karen R. Emmott, Esq., who has an office in Houston, Texas, 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. SPANSION INC: Management Plan Confirmed; Noteholder Plan Rejected ----------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware confirmed Spansion Inc., and its debtor- affiliates' Second Amended Plan of Reorganization on April 16, 2010. All objections and responses to the Plan, and all statements and reservations of rights to confirmation, were overruled. "The entire company has worked hard on our reorganization over the past year to maximize recovery for our creditors while maintaining a focus on customers and delivering high-quality, differentiated solutions," said John Kispert, Spansion's chief executive officer. "We believe the confirmed plan positions Spansion for future success and we are proud to have made it through this process with a strong balance sheet, great technology and a motivated workforce." Judge Carey held that the Plan complied with all applicable provisions of Section 1129 of the Bankruptcy Code. Specifically, Judge Carey ruled that: (1) The Plan complies with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(1), including Section 1122 and 1123. * Article II of the Plan designates Classes of Claims and Interests other than Administrative Expense Claims and Priority Claims. Thus, the Plan satisfies Sections 1122 and 1123(a); * Article III of the Plan provides the same treatment for each Claim or Interest within a particular class unless the holder of a particular Claim or Interest has agreed to a less favorable treatment with respect to that Claim or Interest. The Plan, therefore, satisfies Section 1123(a) (4); * The Plan and the various documents and agreements set forth in the Plan Supplement provide adequate and proper means for the Plan's implementation. Thus, the Plan satisfies Section 1123(a)(5) of the Bankruptcy Code; * Article VII of the Plan provides that the New Governing Documents for the Reorganized Debtors will provide, among other things, (i) a provision prohibiting the issuance of nonvoting equity security securities, and (ii) to the extent necessary, a provision setting forth an appropriate distribution of voting power among classes of equity securities possessing voting power. The Plan, therefore, satisfied the requirements of Section 1123(a)(6) of the Bankruptcy Code; * Article VII of the Plan and the documents in the Plan Supplement describe the manner of selection of directors and officers of the Reorganized Debtors and the identities and affiliations of any entity to serve as a director of Reorganized Spansion Inc. have been disclosed in the Plan Supplement. Thus, the Plan satisfies the requirements of Section 1123(a)(7); and * The other provisions of the Plan are appropriate and consistent with the applicable provisions of the Bankruptcy Code and, therefore, satisfy Section 1123(b). (2) The Debtors, the Plan proponents, have complied with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(2). In particular, the Debtors are eligible debtors under Section 109 of the Bankruptcy Code and proper Plan proponents under Section 1121(a). The solicitation of acceptances or rejections of the Plan: (a)complied with the Disclosure Statement Order; (b) complied with all applicable laws governing the adequacy of disclosure in connection with that solicitation; and (c) occurred only after disclosing "adequate information." (3) The Plan satisfies the requirements of Section 1129(a)(3) because the Debtors have proposed the Plan in good faith and not by any means forbidden by law. (4) Payments made or to be made by the Debtors for services or for costs and expenses in connection with the Chapter 11 cases have been approved by, or are subject to the approval of, the Court as reasonable. The Plan, therefore, satisfies the requirements of Section 1129(a)(4). (5) The Debtors provided requisite disclosures regarding proposed directors and officers of the Reorganized Debtors following confirmation, as required by Section 1129(a)(5)(A), and have also disclosed the nature of compensation of insiders who will be employed or retained by the Reorganized Debtors, as required by Section 1129(a)(5)(B). The Plan, therefore, satisfies the requirements of Section 1129(a)(5). (6) The Plan does not contain rate changes subject to the jurisdiction of any governmental regulatory commission and will not require governmental regulatory approval. Therefore, Section 1129(a)6) of the Bankruptcy Code does not apply to the Chapter 11 cases. (7) The Plan satisfies Section 1129(a)(7) because the Liquidation Analysis and Disclosure Statement are persuasive and credible. The methodology used and assumptions made in the Liquidation Analysis are reasonable. With respect to each Impaired Class, each holder of an Allowed Claim or Interest in an Impaired Class has accepted the Plan or will receive under the Plan on account of its Claim or Interest property of a value, as of the Effective Date, that is not less than the amount that each Holder would have received if the Debtors were to be liquidated on the Effective Date under Chapter 7 of the Bankruptcy Code. (8) The Plan fails to satisfy the requirements of Section 1129(a)(8); however, the Plan does satisfy Section 1129(b). (9) The treatment of Administrative Claims, and Priority Claims is in accordance with the requirements of Section 1129(a)(9). (10) As set forth in the Voting Report, at least one Impaired Class has voted to accept the Plan. Therefore, the Plan satisfies Section 1129(a)(10). (11) The Plan satisfies Section 1129(a)(11). Based upon the evidence proffered or adduced at or prior to the Confirmation Hearing, the Plan is feasible and confirmation of the Plan is not likely to be followed by the Reorganized Debtors liquidating or requiring further financial reorganization. The Court held that the enterprise value of the estates is in the range of $872 million to $944 million. (12) Article IV of the Plan provides for payment of all fees and payable by the Reorganized Debtors. The Plan, therefore, satisfies the requirements of Section 1129(a)(12). (13) Prior to the Petition Date, none of the Debtors maintained or established any plan, fund or program under which it agreed, or is otherwise required, to pay any entity or person for the purpose of providing or reimbursing payments for retired employees and their spouses and dependants, for medical, surgical, or hospital care benefits, or benefits in the event of sickness, accident, disability or death. Therefore, Section 1129(a)(13) does not apply to the Chapter 11 cases. (14) The Debtors do not owe any domestic support obligations, are not individuals, and are not nonprofit corporations. Therefore, Section 1129(a)(14), Section 1129(a)(15) and Section 1129(a)(16) do not apply. The Court held that classification and treatment of Claims and Interests in the Plan is (a) proper and in accordance with Section 1122 of the Bankruptcy Code and (b) does not discriminate unfairly in accordance with Section 1129(b)(1). The Plan satisfies the requirements for confirmation set forth in Section 1129 of the Bankruptcy Code, Judge Carey said. Alternative Plan Prior to the Court's approval of the Debtors' Second Amended Plan, a rival plan was submitted by the Ad Hoc Committee of Convertible Noteholders and the Ad Hoc Equity Committee on April 15, 2010. The Ad Hoc Convertible Committee consists of certain holders of 2.25% Exchangeable Senior Subordinated Debentures due 2016 issued by Spansion LLC. The Rival Plan was filed as an attachment to a joint objection filed by the Ad Hoc Committees to the Debtors' Second Amended Plan, as well as the Debtors' request for an extension of their exclusive periods to solicit acceptances of their Plan. The Ad Hoc Committees argued that the exclusivity period must be terminated because the Debtors lack good faith in proposing a Chapter 11 plan. They further said excessive equity compensation to members of senior management provides a sound basis for denying the Debtors any additional time to solicit acceptances for their Plan. Mark E. Felger, Esq., at Cozen O'Conner, in Wilmington, Delaware -- mfelger@cozen.com -- counsel to the Ad Hoc Committee of Convertible Noteholders, told Judge Carey that the Ad Hoc Committees' Plan would be fully consensual as to all impaired classes of creditors and resolve all material open issues in the Debtors' cases including: (a) valuation issues; (b) subordination issues between the Convertible Notes and the existing holders of the 11.25% Senior Notes due 2016; (c) management incentive plan issues; and (d) third party releases. A full-text copy of the Rival Plan is available for free at: http://bankrupt.com/misc/Spansion_AdHocPlan.pdf Mr. Felger related that under the Ad Hoc Committees' Plan, participating holders of Convertible Notes would fund the payment in full of the Senior Notes in cash so that existing Senior Noteholders would be unimpaired, and the participating Convert Holders which funded that cash-out unimpairment would "step into the shoes" of the Senior Noteholders. Mr. Felger maintained that the Ad Hoc Committee has obtained funding commitments in excess of $425 million, and has confirmed receipt of these funds in escrow. The John Gorman 401(k) filed a joinder to the Ad Hoc Committees' objection to Confirmation of the Second Amended Joint Plan of Reorganization. Creditors Committee Asks Court to Consider Ad Hoc Committees' Plan The Official Committee of Unsecured Creditors asserted that because of the difference in recoveries to Class 5A and the Convertible Noteholders, the Ad Hoc Committee's Plan should be carefully considered by all parties and by the Court. The Creditors Committee maintained that: (i) it is satisfied that the Ad Hoc Committee is holding in escrow the funds to effectuate its Plan; (ii) it does not appear that resolicitation would be required should the Ad Hoc Committee's Plan go forward because Class 5A would be unimpaired pursuant to Section 1126(f) of the Bankruptcy Code and therefore deemed to accept the Ad Hoc Committees' Plan, while Class 5B is receiving the identical treatment it already accepted under the Debtors' Plan and Class 5C is, in effect, the proponent of the Ad Hoc Committees' Plan. Daniel Lewis, managing partner and portfolio manager of Orange Capital, LLC, averred that if the Ad Hoc Committees' Plan is permitted to proceed, any further dispute about valuation and subordination issues would cease to exist. He added that the Ad Hoc Committees' Plan was formulated and proposed in good faith, in an effort to ensure that current holders of Senior Notes receive payment in full, so that excess value can be distributed in accordance with the priority scheme established by the Bankruptcy Code. Debtors Disagree In a memorandum in support of Plan Confirmation, the Debtors argued that their Amended Plan satisfies fully the requirements of confirmation and, accordingly, should be immediately confirmed. According to the Debtors, the modified Employee Equity Program is proposed in good faith, supported by the "in-the-money" credit groups and demonstrably reasonable and within the market. The Debtors told the Court that they have negotiated the Revised Program with the Official Committee of Unsecured Creditors, the Senior Noteholder Group, and the ad hoc committee of holders of certain trade claims. Thus, the Debtors aver, the Revised Program has the support of all creditors constituencies that are entitled to a recovery under the Amended Plan based on the Court's valuation. Paul Mercadante, managing director at Silver Lake Management Company Sumeru, LLC, the investment advisor to Silver Lake Sumeru, L.P., explained that the proposed Equity Incentive Compensation Program is entirely reasonable and essential to the Reorganized Debtors' ability to retain, motivate and attract talented and knowledgeable management and employees. According to Mr. Mercadante, any technology company that does not offer a competitive equity incentive plan to its management and employees puts itself at a distinct disadvantage to its competitors. "It is not unusual to see equity incentive plans that set as 10% or more of the company's equity . . . for participation by management, employees and directors," Mr. Mercande maintains. The self-appointed informal group of holders of trade claims said in a statement that creditors comprising the Trade Claims overwhelmingly support immediate confirmation of the Debtors' Amended Plan. The Trade Claims Group believes that the Amended Plan resolves each of the three issues raised by the Court in its Opinion on Confirmation dated April 1, 2010. In a letter in support of Plan Confirmation delivered to the Court, Sean E. O'Donnell, on behalf of the Senior Noteholders Informal Group, said the Joint Objection of the Ad Hoc Committees is simply a rehashing of their already lodged objections about valuation and subordination that were expressly overruled by the Court in its Confirmation Opinion. Because the Ad Hoc Committees have not demonstrated any cause to justify the termination of exclusivity, the Senior Noteholders asked the Court to approve the Debtors' motion to extend exclusivity. Judge Carey Rejects Alternative Plan Accordingly, Judge Carey rejected the Ad Hoc Committee's Alternative Plan saying that the offer came too late, Bloomberg reported. "You come with a plan on the eve of confirmation," Judge Carey told attorneys for the Ad Hoc Committee. "You have to understand that's awfully late in the process," he said. Randy Furr, chief financial officer of Spansion, testified during the Confirmation Hearing that any delay of the Debtors exiting Chapter 11 will be more detrimental to the estate, Bloomberg added. A full-text copy of the Confirmation Order is available for free at http://bankrupt.com/misc/Spansion_ConfirmationOrd.pdf Judge Carey has extended the Debtors' exclusive period to solicit votes to accept or reject a proposed plan of reorganization through April 23, 2010. Robert White Declaration Must be Stricken Prior to the Confirmation Hearing, the Ad Hoc Committees had designated Robert White of Jefferies & Co., as a witness at the hearing. Mr. White, the senior vice president in the Recapitalization and Restructuring Group at Jefferies & Co., said in a declaration that using widely distributed broker or dealer markets for the period surrounding the Confirmation Opinion is a reasonable and credible methodology to determine the market or trading value of the Senior Notes subsequent to the Court's ruling on confirmation of the Debtors' Plan on April 1, 2010. However, the Senior Noteholders Informal Group asked the Court to strike the declaration of Mr. White and preclude Mr. White from testifying at the April 16 hearing because: (i) the declaration and Mr. White's anticipated testimony regarding purported trading data is well beyond the scope of the April 16 Hearing; (ii) the White Declaration and the documents which it relies upon are inadmissible hearsay; and (iii) the Ad Hoc Committee's refusal to oblige the other parties' requests for Rule 26 information and to depose Mr. White at any time other than two hours before the April 16 Hearing evidences bad faith and has caused undue prejudice. Objections Resolved To address the other objections filed against the Plan, the Court held that the Research and Development Agreement between Spansion Japan Limited (formerly known as FASL Japan Limited) and Spansion LLC (formerly known as FASL LLC) dated February 23, 2004, will be assumed only as part of a separate stipulation between the Debtors and Spansion Japan Limited setting forth any conditions to assumption of the R&D Agreement, including but not limited to, the cure amount to be paid to Spansion Japan. In the event that the stipulation is not filed on or before the effective date of the Plan, the R&D Agreement will be deemed rejected as of the Effective Date. The Debtors' (i) amendment of its contracts with SanDisk II, Ltd. pursuant to the Amendment to New Collaboration Agreement dated January 31, 2010, is approved, and (ii) assumption of the New Collaboration Agreement dated May 1, 2006 and Attachment A thereto, which is entitled the SSP Driver Software License Agreement, as amended by the San Disk Agreement are approved. Under the Confirmation Order and the SanDisk Amendment (a) the Cure Amount due with respect to the assumption of the SanDisk Contracts will be $1,157,065; (b) SanDisk will have an Allowed prepetition General Unsecured Claim for $1,166,123 due under the SanDisk Contracts and a second Allowed prepetition General Unsecured Claim for $5,000,000 as a Claim for rejection damages, which Claims will be the only prepetition, General Unsecured Claims Allowed to SanDisk in the Chapter 11 Cases; (c) and any and all claims or proofs of claim which SanDisk asserted in any of the Chapter 11 Cases will be deemed modified to assert only the SanDisk Claims and (d) the ORNAND Driver Software License Agreement is deemed rejected and terminated. In connection with AT&T Corporation's waiver of any and all Cure Amounts otherwise payable to it, the (i) AT&T Global Services Inc. Claim No. 474 for $15,802 filed on July 29, 2009, and (ii) AT&T Corp. Claim No. 593 for $30,153 filed on August 13, 2009, will be allowed General Unsecured Claims. The Debtors will pay to Quest Software, Inc. a Cure Amount of $50,434 in conjunction with the assumption of the Debtors' executory contracts with Quest. The Plan will not b deemed to modify the change of control provisions in the Patent Cross License Agreement by and between International Business Machines Corporation and Spansion dated effected as of April 7, 2008. Neither the Debtors' assumption of its executory contracts with Robert Bosch GmbH and Robert Bosch LLC f/k/a Robert Bosch Corporation nor the terms of the Order or the Plan will alter or impair any of Bosch's rights or remedies pertaining to product warranties, product liability or other product-related claims, and the reorganized Debtors will remain liable for the Bosch Product Claims and responsible for the payment of the Claims, subject only to any defenses that the Debtors would have had to the Bosch Product Claims under the assumed contracts if they had not been debtors in the Chapter 11 Cases or confirmed the Plan. The Bosch Product Claims against the Reorganized Debtors pertaining to the GL 512N matter are not altered or impaired by the Debtors' assumption of the contract(s) related to the matter or by the terms of the order or the Plan. It is the intent of the Debtors and Bosch that the Bosch Product Claims (including the GL 512 matter) will pass through to the reorganized Debtors without alteration or impairment. Notwithstanding anything in the Plan or the Contact/Lease Schedule to the contrary, entry of the Confirmation Order will constitute an order approving the assumption pursuant to sections 365(a) and 1123 of the Bankruptcy Code of the Debtors' executory contracts with Rohm and Haas Electronic Materials LLC. The Cure Amount owed in connection with the assumption of the RHEM Contracts will be satisfied in this manner: The General Unsecured Claims of RHEM under the RHEM contracts in the approximate amount of $64,926, which have been Allowed by an order of the Court dated November 24, 2009, will remain Allowed Class 5B Claims and will be entitled to Pro Rata treatment with other Allowed Class 5B Claims under the Plan. Nothing will affect RHEM's Allowed 503(b)(9) Claims in the approximate aggregate amount of $89,045, and the Debtors will pay the 503(b)(9) Claims in accordance with the terms of the Plan. Moreover, in addition to the Debtors' contracts with Oracle America, Inc. -- as successor in interest to Oracle USA, Inc. -- or any of its predecessor-in-interest identified in the Contract/Lease Schedule, these contracts between the Debtors and Oracle will be deemed assumed in accordance with the provision and requirements of Section 365 and 1123 of the Bankruptcy Code as of the Effective Date: * Ordering Document No. US-11844645-30-JUL-2008, * Ordering Document/Exhibit-Amendment One dated 9/29/08, and the change orders and purchase orders related to these ordering documents. The Cure Amount due with respect to the assumption of the Additional Oracle Contracts will be $207,005.42, which Cure Amount will be in addition to the other Cure Amounts listed for the Oracle contracts identified in the Contract/Lease Schedule. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Proposes to Extend Kispert's Bonus Period ------------------------------------------------------- Spansion Inc. and its units seek the Court's authority to amend an Employment Offer Letter with John H. Kispert dated February 12, 2009, to extend the deadline for Mr. Kispert's eligibility for his bonus from March 31, 2010 to May 31, 2010. As previously reported, the Debtors employed Mr. Kispert as their chief executive officer. Pursuant to Mr. Kispert's Employment Agreement, Mr. Kispert was entitled to a monthly salary and certain benefits. In addition, he was eligible for a $1,700,000 bonus upon the consummation of certain transactions. After the Debtors filed their Chapter 11 cases, they had discussions with the Official Committee of Unsecured Creditors and certain other creditor constituencies concerning Mr. Kispert's employment and specifically the conditions for the Bonus. Based upon those discussions, the Debtors and Mr. Kispert amended the Kispert Employment Agreement to modify conditions for his Bonus so as to ensure that he was appropriately compensated and motivated for considering a broad range of restructuring options and ultimately pursuing the best reorganization strategy for the Debtors' estates. The First Amendment provided that Mr. Kispert would be entitled to the Bonus upon consummation of a plan of reorganization that have been confirmed by the Court on or before March 31, 2010. "Given the efforts and significant progress Mr. Kispert and the Debtors have made over the past several months, the Debtors do not believe that Mr. Kispert should be penalized because confirmation of the plan was not achieved by March 31, 2010," Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware -- mlastowski@duanemorris.com -- says. Rather, Mr. Lastowski maintains, to give life to the spirit of the agreement and promote and expeditious and successful conclusion to the Debtors' Chapter 11 cases, the Debtors believe it is in the best interests of the estate to extend the applicable period of time for entitlement to a bonus upon confirmation of a plan of reorganization to the Kispert Employment Agreement. 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) SPRINT NEXTEL: Fitch Assigns 'BB' Rating on $2.25 Bil. Facility --------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating with a Negative Rating Outlook to the new proposed unsecured $2.25 billion revolving credit facility at Sprint Nextel Corporation. The credit facility will mature in 2013. Concurrently, Fitch will withdraw the ratings on Sprint Nextel's $4.5 billion unsecured revolving credit facility at the time of closing. Sprint Nextel's new $2.25 billion three and one-half year unsecured revolving credit facility will replace the $4.5 billion revolving facility that was maturing in December 2010. The new facility reduces the available borrowing capacity under the revolver to approximately $550 million, which includes recent reductions to the Federal Communications Commission (FCC) letter of credit (LOC) versus $2.7 billion at the end of 2009. Sprint's sizable cash position of $3.9 billion, expected free cash generation of at least $1.5 billion in 2010 and the extended maturity of the credit facility offsets risks with the reduced revolver availability. In addition, as Sprint Nextel continues its progress on spectrum rebanding, Fitch expects the $1.7 billion FCC LOC to decrease, on average, by approximately $100 million per quarter during 2010. Consequently, revolver availability should increase in the coming quarters and into 2011. The new facility contains a slightly relaxed total leverage covenant of 4.5 times that steps down in .25x increments to 4x by the end of 2012. Pro forma for the new covenant, Sprint Nextel has an approximate 21% cushion against further EBITDA loss compared with 17% at the end of 2009. Fitch also expects Sprint Nextel to use available cash to pay down $2.45 billion of debt maturities within the coming year. Consequently, while credit metrics will likely weaken slightly during the first half of 2010, the company should be able to maintain adequate cushion over the rating horizon. The Negative Outlook reflects Fitch's concern based on past operating results, issuer financial trends, industry risk factors, the location of rating within its rating category and uncertainty over future operating trends. Fitch currently expects leverage (debt-to-EBITDA) increasing to 3.5x before stabilizing in the second half of 2010. Failure to substantially improve subscriber trends and stabilize financial performance during 2010 would result in further assessments and potential rating actions. STATION CASINOS: Creditors Support $772 Million Stalking Horse Bid ------------------------------------------------------------------ Station Casinos Inc. said Monday that a group of creditors representing some 60 percent of the company's senior secured bank debt has agreed to support a $772 million stalking horse bid by a newly formed company led by Fertitta Gaming LLC to buy almost all the debtor's assets, according to Bankruptcy Law360. Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATLER TOWER: To Sell Construction Assets on May 1 --------------------------------------------------- Matt Glynn at The Buffalo News reports that a federal judge approved the sale of construction equipment and materials from Statler Tower. The auction will take place on May 1, 2010, at Cash Cunningham's 1295 Main St. facility. STRATUS MEDIA: Goldman Parks Raises Going Concern Doubt ------------------------------------------------------- Stratus Media Group, Inc., filed on April 15 its annual report on Form 10-K for the year ended December 31, 2009. Goldman Parks Kurland Mohidin LLP, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and has negative cash flow from operations. The Company reported a net loss of $3,401,098 on zero revenue for 2009, compared with a net loss of $2,093,267 on $40,189 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $4,283,068 in assets, $3,789,473 of debts, and $493,595 of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6050 Based in Los Angeles, Stratus Media Group, Inc. (OTC BB: SMDI) -- http://www.stratusmediagroup.com/-- specializes in sports and entertainment events that it owns, and intends to operate, manage, market and sell in national markets. In addition, Stratus acquired the business of Stratus Rewards, LLC in August 2005. Stratus Rewards is a credit card rewards marketing program that uses the Visa card platform that offers a unique luxury rewards redemption program, including private jet travel, premium travel opportunities, exclusive events and luxury merchandise. SUNRISE REAL: Kenne Ruan Raises Going Concern Doubt --------------------------------------------------- Sunrise Real Estate Group, Inc., filed on April 15, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Kenne Ruan, CPA, P.C., in Woodbridge, Conn., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has significant accumulated losses from operations and has a net capital deficiency. The Company reported net profit of $3,275,384 on $13,110,591 of revenue for 2009, compared with a net loss of $6,028,907 on $8,075,193 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $14,894,256 in assets, $18,001,743 of debts, and $636,881 of noncontrolling interests of consolidated subsidiaries, for a stockholders' deficit of $3,744,368. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6056 Headquarted in Shanghai, People's Republic of China, Sunrise Real Estate Group, Inc. through its subsidiaries is engaged in the property brokerage services, real estate marketing services, property leasing services and property management services in the PRC. TECK RESOURCES: S&P Raises Corporate Credit Rating From 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Vancouver-based mining company Teck Resources Ltd. to 'BBB' from 'BB+'. The outlook is stable. S&P also raised the issue-level rating on the company's notes outstanding to 'BBB' from 'BB+'. In addition, S&P withdrew the '3' recovery rating on the notes, because it no longer applies given that the corporate credit rating on Teck is now investment- grade. At the same time, S&P removed all ratings from CreditWatch with positive implications, where they were placed Feb. 17. "S&P base its upgrade on its view that, following the recent debt reduction initiatives, Teck has improved its financial risk profile to a level commensurate with an investment-grade rating and that its better-than-average cost profile will enable it to maintain intermediate credit metrics in the medium term, using S&P's credit neutral price assumptions for base metals," said Standard & Poor's credit analyst Maude Tremblay. Teck is among the world's largest producers of seaborne hard- coking coal and zinc as well as a significant copper producer. The ratings reflect Standard & Poor's view of the company's satisfactory business profile for a diversified metals and mining company, which is supported by low-cost long-lived mines and a solid reserve base that offers long-term growth potential at attractive production costs. As well, following the recent debt repayment, S&P believes that Teck's credit protection measures are now commensurate with the 'BBB' rating category. On the other hand, in S&P's opinion, profitability and cash flow generation are volatile due to the company's exposure to unpredictable base metal prices as well as a high degree of operating risk and some political risk. As such, S&P expects Teck to maintain an intermediate financial risk profile, with a moderate leverage target of no more than 2x adjusted debt to EBITDA supported by good liquidity, even as it undertakes acquisitions and expansion projects. The stable outlook reflects that, based on Standard & Poor's credit neutral base metal prices assumptions and seaborne hard- coking coal of U$130 per metric ton, Teck would maintain intermediate credit metrics, including adjusted debt to EBITDA of less than 2x and adjusted funds from operations to debt of more than 35%. S&P expects FFO to amply meet financial commitments in the medium term (including capital expenditures, debt repayment, and dividend) as well as midsize growth initiatives. S&P expects management to balance shareholder-friendly initiatives with credit-enhancing measures as it allocates discretionary cash flows in the medium term. The ratings could be pressured downward if a period of elevated capital expenditures coincided with an unexpected decline in profitability, including disruption at one of Teck's key profit driver, thus weakening the credit metrics beyond level acceptable for the ratings. S&P does not envisage upward rating potential in the near term. The ratings are constrained to the 'BBB' category by the company's business risk profile, including the exposure to volatile metal prices and the operating risks inherent to the mining industry. TRAILER BRIDGE: S&P Changes Outlook to Stable; Affirms B- Ratings ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Jacksonville, Fla.-based Trailer Bridge Inc. to stable from negative. At the same time, Standard & Poor's affirmed its 'B-' long-term corporate credit rating on the company and affirmed the 'B-' rating on the senior secured debt. The recovery rating on this debt is unchanged at '3', indicating S&P's expectation of a meaningful (50% to 70%) recovery in the event of a payment default. "The ratings on Trailer Bridge Inc. reflect the company's highly leveraged financial profile; concentrated end-market demand, where revenues are generated on routes between the U.S., Puerto Rico, and the Dominican Republic; and participation in the capital- intensive and competitive shipping industry," said Standard & Poor's credit analyst Funmi Afonja. "Positive credit factors include the less-cyclical nature of demand for consumer staples that Trailer Bridge mostly carries, and barriers to entry due to the Jones Act, which regulates intra-U.S. shipping. Trailer Bridge has over the past year improved its operating performance due to significantly lower fuel expenses, cost cutting, and better operating efficiencies, despite reduced freight volumes and pricing pressures from prolonged economic weakness in the U.S., Puerto Rico, and the Dominican Republic. Trailer Bridge primarily provides marine freight transportation between the continental U.S., Puerto Rico, and the Dominican Republic. The company's activities are largely concentrated in Puerto Rico, with about 75% of 2009's freight moving southbound. The Dominican Republic service provides limited additional market diversity and offers a degree of balance to Trailer Bridge's north- and southbound volumes. Customers include major manufacturing and consumer products companies that sell food and other staples. The company also operates a fleet of trucks that carry shipments to Jacksonville, Fla., for transfer to its barges. The stable outlook reflects S&P's expectation that, over the next year, the company will maintain its improved financial profile and successfully refinance a significant upcoming debt maturity. If earnings do not stabilize at the levels expected, causing cash flow pressures and liquidity constraints, S&P would likely lower the ratings. S&P could lower the ratings if S&P perceive an increase in refinancing risks for the $82.5 million senior secured notes that mature on Nov. 15, 2011. S&P could also lower the ratings if revolver usage increases beyond $5 million and there is limited room under the springing financial covenants. S&P believes that an upgrade is unlikely due to substantial refinancing risks and the company's highly leveraged financial profile. TRANSAX INT'L: Dec. 31 Balance Sheet Upside-Down by $7.4-Mil. ------------------------------------------------------------- Transax International Limited filed on April 15 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 $1,329,458 in assets and $8,723,045 of debts, for a stockholders' deficit of $7,393,587. The Company reported a net loss of $2,802,351 on $4,289,523 of revenue for 2009, compared with a net loss of $1,096,642 on $6,119,046 of revenue for 2008. MSPC Certified Public Accountants and Advisors, P.C., in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has accumulated losses from operations of roughly $17.2 million, a working capital deficiency of roughly $6.2 million and a stockholders' deficiency of roughly $7.4 million at December 31, 2009. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?605c Plantation, Fla.-based Transax International Limited is an international provider of information network solutions, products and services specifically designed for the healthcare providers and health insurance companies. Transax International Limited was incorporated in the State of Colorado in 1987. The Company currently trades on the OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt and Berlin Stock Exchanges under the symbol "TX6". URS CORP: S&P Raises Corporate Credit Rating to 'BB+' ----------------------------------------------------- Standard & Poor's Ratings Services raised the corporate credit rating on San Francisco-based URS Corp. to 'BB+' from 'BB'. At the same time, S&P raised the issue-level ratings on URS' existing credit facilities to 'BBB-' from 'BB+', and the recovery rating remains '2'. "The corporate credit rating upgrade reflects S&P's expectation that URS will continue to achieve good operating performance despite weak conditions in some of its end markets," said Standard & Poor's credit analyst Robyn Shapiro. The ratings on URS reflect the company's significant financial risk profile, marked by its history of large, debt-financed acquisitions. The company has a satisfactory business risk profile, characterized by leading positions in engineering and design, its significant scale and scope of operations, and diversified end-market exposure. The outlook is stable. S&P could raise the ratings if URS can sustain its good operating performance and credit metrics, such as funds from operations to total debt above 30%, as well as demonstrate a disciplined financial policy (including maintenance of adequate liquidity). S&P could lower the ratings if earnings and cash flow decline significantly. Specifically, if it appears likely that FFO to total debt will approach 25% and improvement does not appear likely in the near term. UAL CORP: Said to Shift Merger Focus to Continental Air ------------------------------------------------------- UAL Corp.'s United Airlines has put merger talks with US Airways Group Inc. on hold as it focuses on a tie-up with Continental Airlines Inc., Bloomberg News reported, citing people familiar with the matter. According to Bloomberg, two people familiar with the private talks said that United and Continental plan to begin sharing financial information this week, and may reach a decision on whether to merge by the following week. Conversations between United and Continental, the third-and fourth-biggest U.S. airlines, began shortly after the April 7 disclosure of the United-US Airways discussions, two people said. Chicago-based UAL is the No. 3 U.S. airline by traffic and has a current market capitalization of $3.9 billion. Continental, based in Houston and ranked fourth by traffic, has a market cap of $3.3 billion. US Airways, No. 6 by traffic and based in Tempe, Ariz., is valued at $1.2 billion. Delta Air Lines Inc., which expanded as a result of its 2008 acquisition of Northwest Airlines, now is the largest carrier in the world with a market value of $11.3 billion. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As of December 31, 2009, US Airways had total assets of $7,454,000,000, including $2,331,000,000 in total current assets, against total current liabilities of $2,789,000,000 and total noncurrent liabilities and deferred credits of $5,020,000,000, resulting in $355,000,000 stockholders' deficit. US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. 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. US CONCRETE: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services said that it withdrew its ratings on U.S. Concrete Inc., including the 'D' corporate credit rating, per the company's request. U.S. Concrete Inc. produces and sells ready-mixed concrete, precast concrete products, and concrete-related products in select markets in the United States. VALASSIS COMMUNICATIONS: Moody's Raises Corp. Family Rating to Ba3 ------------------------------------------------------------------ Moody's Investors Service upgraded Valassis Communications, Inc.'s Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3 from B1, senior secured bank credit facilities to Ba1 from Ba2, and senior unsecured notes to B1 from B3. The upgrades are driven by Moody's belief that Valassis' recent amendment to its senior secured credit agreement indicates that it is committed to using a portion of the News American Marketing settlement proceeds to reduce debt, which along with continued operating improvements will enable the company to reduce and sustain its debt-to-EBITDA leverage (incorporating Moody's standard adjustments) below 4x. These actions conclude the review for possible upgrade initiated on February 1, 2010. The rating outlook is positive. Upgrades: Issuer: Valassis Communications, Inc. -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Probability of Default Rating, Upgraded to Ba3 from B1 -- Senior Secured Bank Credit Facility, Upgraded to Ba1, LGD2- 21% from Ba2, LGD2-25% -- Senior Secured Convertible Bond, Upgraded to Ba1, LGD2-21% from Ba2, LGD2-25% -- Senior Unsecured Bond, Upgraded to B1, LGD5-74% from B3, LGD5-78% Outlook Actions: Issuer: Valassis Communications, Inc. -- Outlook, Changed to Positive from Rating Under Review Valassis' Ba3 CFR reflects its ability to generate cash flow from good market positions in a broad array of largely print-based marketing services, its considerable scale and reach in its business lines (99% of total U.S. households), good customer diversity and modest debt-to-EBITDA leverage. The rating is further supported by the company's target for a more moderate leverage profile, with a net debt-to-EBITDA target of 3.0x (excluding Moody's standard adjustments). Moody's believes Valassis' target will continue to guide the use of cash and free cash flow to reduce debt. The company has repaid more than $375 million of debt since the ADVO acquisition in March 2007, driving a reduction in debt-to-EBITDA leverage to 4.2x (FY 2009 incorporating Moody's standard adjustments) from approximately 6.2x over that time frame. The positive rating outlook is driven by the potential for Valassis' leverage being sustained in the low 3x range if a material amount and potentially all of the NAM settlement proceeds are used to reduce debt. The company's recent amendment to its senior secured credit agreement allows Valassis to use up to $325 million to repurchase its outstanding 8.25% senior notes due 2015. In February, the company announced it had reached a settlement of its outstanding lawsuits with NAM, a division of News Corporation (Baa1 senior unsecured), whereby NAM paid Valassis $500 million in cash and entered into a 10-year agreement to distribute free standing inserts through Valassis' shared mail platform. Moody's estimates that Valassis' debt-to-EBITDA leverage (4.2x FY 2009 incorporating Moody's standard adjustments) would fall meaningfully to 3.2x if $300 million of the senior notes are repurchased, which is Moody's estimate of the net settlement proceeds. In Moody's view, leverage sustained in a low 3x range could result in a one notch upgrade of Valassis' CFR to Ba2. Moody's last rating action on Valassis was on February 1, 2010, when the company's ratings were placed on review for upgrade following the NAM settlement announcement. Valassis' 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 Valassis' core industry and Valassis' ratings are believed to be comparable to those of other issuers of similar credit risk. Valassis Communications, Inc., headquartered in Livonia, MI, offers a wide range of promotional and advertising products including shared (direct) mail (about 57% of FY 2009 revenue), free-standing inserts (16%), neighborhood targeting (20%), sampling, coupon clearing and consulting and analytic services. Annual revenue approximates $2.2 billion. VERMILLION INC: Court OKs Management Incentive Plan for Directors ----------------------------------------------------------------- Vermillion, Inc., disclosed that the United States Bankruptcy Court for the District of Delaware issued an order on April 14, approving a Management Incentive Plan for three directors of the Board Gail S. Page, James S. Burns and John F. Hamilton. Pursuant to the Plan, Vermillion is authorized to distribute to the three directors an aggregate of $5,000,000 in cash and 302,541 shares of restricted stock, subject to a time-based vesting schedule. "I am pleased with the Court's decision to approve the Plan as well as the support from Vermillion's shareholders," said Dr. William C. Wallen, Chairman of the Special Director Incentive Compensation Committee of the Board. "The Plan recognizes the directors' efforts in successfully restructuring the company, while incentivizes them to continue their efforts on behalf of the company and its shareholders." About Vermillion Inc. Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high- value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. Vermillion is based in Fremont, California. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts is Paul, Hastings, Janofsky & Walker LLP. At September 30, 2008, the Debtor had $7,150,000 in total assets and $32,015,000 in total liabilities. In January 2010, Vermillion successfully emerged from protection with all creditors receiving 100 percent of allowed claims and with the common stock being fully restated. VILLAGE GREEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Village Green I GP, a Nevada general partnership 1437 Central Avenue, Suite 1200 Memphis, TN 38104 Bankruptcy Case No.: 10-24178 Chapter 11 Petition Date: April 16, 2010 Court: U.S. Bankruptcy Court Western District of Tennessee (Memphis) Judge: George W. Emerson Jr. Debtor's Counsel: John L. Ryder, Esq. One Commerce Square, Suite 2700 Memphis, TN 38103-2555 Tel: (901) 525-1455 E-mail: jryder@harrisshelton.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $6,695,296 while debts total $8,743,371. 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/tnwb10-24178.pdf The petition was signed by Eric Clauson, managing member, EP Village Green Owner, LLC. VIRGINIA RESOURCES: Moody's Assigns 'Ba3' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Penn Virginia Resources Partners, L.P. The assigned ratings include a Ba3 Corporate Family Rating, a Ba3 Probability of Default Rating, a B2 (LGD 5, 85%) rating to its proposed senior unsecured notes, and a SGL-3 Speculative Grade Liquidity Rating. The outlook is stable. Proceeds from the senior notes offering will be used to repay outstandings under the company's senior secured revolving credit facility. "The Ba3 rating reflects PVR's comparably lower leverage relative to similarly rated midstream Master Limited Partnerships," said Ken Austin, Moody's Senior Credit Officer. "In addition, the durability of the cash flows from its long established coal royalty business provides a partial offset to the more volatile natural gas midstream business and high payout needs of the MLP structure." Although PVR is smaller in scale compared to the rest of the Ba3 midstream MLP peer group, its pro forma leverage (debt/EBITDA) of approximately 3.5x compares favorably to the 4.5x average for the peer group. Despite new senior management and a reduced ownership by Penn Virginia Corp., PVR is expected to maintain this conservative financial leverage. PVA maintains a recently reduced indirect stake in PVR through a 26% ownership interest in Penn Virginia Holdings, L.P., the general partner of PVR. Although there is a high likelihood that PVA will completely reduce its stake in PVR, Moody's expects that the new management team at PVR will continue the conservative financial policies of PVA and keep leverage within the lower-end of the range for the Ba3 peer group. As PVR continues to expand its natural gas gathering and processing business, its consolidated earnings and cash flows are expected to be more volatile. For 2009, approximately one-third of its EBITDA was generated from natural gas midstream business and is likely to increase to as much as 50% over the next two years. While the more stable fee-based portion of this business is expected to increase after the completion of the Marcellus expansion, the majority of this business will still have price risk and can be extremely volatile to the point of even generating negative margins in some cases. The company does employ hedging to mitigate price and margin risk in this business, however, some of it is considered "dirty" or proxy hedging, which is not a perfect hedge and at times may not provide full protection. However, Moody's expects that the coal royalty business, which is much less volatile and has been part of the company's long history, will still contribute approximately $100 million or more of EBITDA going forward. This fairly stable and durable business provides a solid base of earnings and cash flows which helps to offset some of the volatility of the natural gas midstream business. In addition, PVR could be opportunistic and acquire additional coal reserves and increase its royalty business, or at least offset the industry wide decline in coal production the mature Central Appalachian basin. The Ba3 CFR also reflects PVR's MLP structure, which entails paying out substantially all of its cash flow (after interest and maintenance capex) to unit holders. Typically, the MLP structure does not lend itself to absolute debt reduction and in most cases, results in debt increasing, especially when a company embarks on organic growth projects like PVR's Marcellus expansion. Despite the expectation that it will generate good returns for the company, funding the Marcellus expansion will result in the company taking on more debt as it maintains its current distribution level in advance of realizing any cash flows from this expansion. The new notes are rated two-notches below the CFR in accordance with Moody's Loss Given Default methodology. Pro forma for notes offering, the $800 million senior secured credit facility will still be the dominant piece of the capital structure under the LGD methodology, resulting in a rating two-notches below the CFR. The stable outlook assumes that PVR's new management does not materially change its business profile, strategy, and conservative financial leverage as it may work to completely separate itself from PVA. PVR's SGL-3 speculative grade liquidity rating considers Moody's expectation that PVR will have sufficient liquidity to cover its cash needs for the next twelve months. While the company will have additional availability under its revolving credit facility after the notes offering, this added liquidity will be partially offset by the combination of the high payout nature of the MLP model and the expansion projects currently underway. This will result in PVR outspending its cash flow over the next twelve months, which should be sufficiently covered by the revolver availability. Moody's anticipates covenant compliance for the revolver, ensuring accessibility over the next four quarters. Penn Virginia Resource Partners, L.P., which is headquartered in Radnor, Pennsylvania, is principally engaged in the management of coal and natural resource properties and the gathering and processing of natural gas in the United States. VISTEON CORP: Can Hire Plews Shadley as Environmental Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware permitted Visteon Corp. and its units to employ Plews Shadley Racher & Braun LLP as their special environmental counsel. The Debtors certified to the Court that no objection was filed as to their request. As previously reported, the Debtors specifically sought to engage Plews Shadley with respect to the recovery of certain environmental investigation, remediation, or other response costs from their liability insurers in connection with their former manufacturing facility in Connersville, Indiana. The Connersville Facility was the alleged source of chlorinated hydrocarbon groundwater contamination. As a result of the contamination, the Debtors relate that they: (a) spent more than $4 million to investigate and remediate the contamination; (b) paid a confidential settlement payment to owners of downgradient properties that were affected by the contamination; and (c) were required to accept nominal consideration for the sale of the Connersville Facility and pay approximately $500,000 for an environmental cleanup cost cap insurance policy for the benefit of the purchasers of the Facility. The Debtors anticipate making demands on their insurers for the contamination costs and other related costs and damages and, if necessary, litigating the insurers' coverage obligations. The Engagement Letter between the Debtors and Plews Shadley for the firm's retention provides for a contingent fee basis for services to be rendered by the firm. The Debtors will pay Plews Shadley: * 33.0% of any and all amounts recovered, including through settlement, from any and each defendant prior to trial, which will begin on the date of the final pretrial conference. * 35.0% of any and all amounts recovered, including through settlement, from any and each defendant after the commencement of the trial. * 37.0% of any and all amounts recovered, including through settlement, from each and every defendant if an appeal is taken by any party or if the Debtors obtain the rights to and pursues any excess action against any insurer of any defendant. * If attorneys' fees are recovered, those fees will be added to any judgment amount and Plews Shadley will receive the applicable percentage from that aggregate recovery amount. The Debtors will also reimburse Plews Shadley for certain actual and necessary expenses that the firm will incur, including long distance telephone calls, photocopying, delivery charges, and filing fees. The Debtors relate that they have paid Plews Shadley $2,551 for services performed and expenses incurred in the 90-day period before the Petition Date. Peter M. Racher, Esq., at Plews Shadley Racher & Braun LLP, in Indianapolis, Indiana, -- pracher@psrb.com -- assured the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors or their estates. 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). VISTEON CORP: Court Allows $13.3 Million in Fees for Sept. to Nov. ------------------------------------------------------------------ The Fee Review Committee in Visteon Corporation and its debtor- affiliates' Chapter 11 cases delivered to the U.S. Bankruptcy Court for the District of Delaware a statement regarding its review of the Second Interim Fee Applications of the estate professionals employed by the Debtors and the Official Committee of Unsecured Creditors. The FRC has reviewed and commented on the Fee Applications of these professionals retained by the Debtors: * Kirkland & Ellis LLP, as lead counsel * Pachulski Stang Ziehl & Jones LLP, as Delaware counsel * Dickinson Wright PLLC, as special counsel * Ernst & Young LLP for risk management, tax, acctg. services * Rothschild, Inc., as investment banker * Alvarez & Marsal, LLC, as restructuring advisors * Accretive Solutions-Detroit, Inc., as accounting, tax and business consultants The FRC also reviewed and commented on the Fee Applications of these professionals retained by the Creditors Committee: * Brown Rudnick LLP, as lead counsel * Ashby & Geddes P.A., as Delaware counsel * FTI Consulting, Inc., as financial advisor * Chanin Capital Partners, LLC, as restructuring and financial advisor The FRC provided recommendations on the professionals' Fee Applications where issues or concerns were noted. The FRC resolved all outstanding issues with all of the professionals related to the Fee Applications, except for Ernst & Young LLP. The reductions and changes to the Fee Applications for each of the professionals are: * Kirkland & Ellis LLP -- The FRC and Kirkland & Ellis have agreed to a total reduction of $3,218 in fees and $340 in expenses. The FRC also noted certain additional expense issues that required explanation. The firm provided adequate responses to the FRC's questions. * Pachulski Stang Ziehl & Jones LLP -- The FRC and Pachulski Stang Ziehl & Jones have agreed to an expense reduction of $11. * Dickinson Wright PLLC -- The FRC and Dickinson Wright have agreed to an expense reduction of $70. The FRC noted certain additional expense issues that required explanation. The firm provided adequate responses to the FRC's questions. The FRC did not request any reductions of those expenses. * Accretive Solutions-Detroit, Inc. -- The FRC noted no issues with Accretive's fee application. * Ernst & Young LLP -- The FRC noted certain expense issues That required explanation and also requested certain expense reductions. Ernst & Young LLP has not yet responded to the FRC request, but has indicated that it is working on its response. * Rothschild, Inc. -- The FRC and Rothschild, Inc. have agreed to an expense reduction of $199. Rothschild further advised the FRC that $4,890 of requested expense reductions were credited on prior invoices. * Alvarez & Marsal, LLC -- The FRC noted no issues with A&M's fee application. * Brown Rudnick LLP -- The FRC and Brown Rudnick have agreed to a reduction of fees of $12,361. The FRC also noted certain expense issues that required explanation. Brown Rudnick provided adequate responses to the FRC's questions. The FRC did not seek any reduction of expenses. * Ashby & Geddes P.A. -- The FRC noted certain issues that required explanation. Ashby & Geddes provided adequate responses to the FRC's questions. The FRC did not request any reduction of fees and expenses. * FTI Consulting, Inc. -- The FRC noted no issues with FTI's fee application. * Chanin Capital Partners, LLC -- The FRC noted no issues with Chanin's fee application. In a separate filing, the Debtors delivered to the Court a proposed form of order approving quarterly fee applications for compensation and reimbursement of expenses based on the recommendations of the Fee Review Committee. * * * Accordingly, Judge Christopher Sontchi awarded fees and expenses to nine bankruptcy professionals of the Debtors and the Creditors Committee for services rendered mostly for the quarter period from September to November 2009. An amount was also approved for Rothschild Inc. for the fee period from May 28, 2009 to August 2009. The Allowed Fees and Expenses for the Fee Period total approximately $13,300,000. Among others, Kirkland and Ellis was awarded about $4,900,000 in fees and expenses and Alvarez & Marsal was awarded about $2,800,000 in fees and expenses for the same Quarter Fee Period. A detailed list of the Allowed Fees and Expenses is available for free at: http://bankrupt.com/misc/Visteon_Sep-NovFees.pdf Ernst & Young and the Fee Review Committee have agreed to continue the matter on the firm's September to November 2009 quarter fee application to the May 12, 2010, omnibus hearing. 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). VISTEON CORP: Court Okays Sale of 2 Plants to JCI for $17 Million ----------------------------------------------------------------- The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America said it objects any sale or purchase agreement that breaches Visteon Corporation and its debtor-affiliates' obligation under a collective bargaining agreement with the UAW. UAW is the CBA representative of the Debtors' hourly employees at their Highland Park, Michigan facility. As previously reported, Visteon Corporation and its debtor- affiliates sought authority from the U.S. Bankruptcy Court for the District of Delaware to sell two of their facilities that manufacture parts for Chrysler LLC, to affiliates of Johnson Controls Inc., for $17,086,475. Specifically, Debtor VC Regional Assembly & Manufacturing, LLC, specifically seeks the sell certain assets located at Highland Park, Michigan, to Johnson Controls Interiors LLC; and non-debtor Visteon subsidiary Carplastic S.A. de C.V. seeks to sell certain assets located at Saltillo, Mexico, to Johnson Controls Automotriz Mexico, S. de R.L. de C.V. UAW asserts that the Visteon-UAW CBA contains a "successorship" clause which requires that as a condition of any sale involving the Highland Park facility, the purchaser must assume the existing labor agreement. "Given that the Debtors have negotiated an asset purchase agreement [with Johnson Controls, Inc.] that does not provide for a complete assumption of the UAW collective bargaining agreement, the UAW objects to the proposed sale of the Highland Park facility," says Susan E. Kaufman, Esq., at Cooch and Taylor, P.A., in Wilmington, Delaware -- skaufman@coochtaylor.com Clifford R. Peterson, Visteon Corp.'s managing director for Corporate Transactions and Visteon Services, tells the Court that in his opinion, the Debtors' entry into the Purchase Agreement with Johnson Controls Inc. represents an exercise of their sound business judgment and is in the best interests of their estates, creditors and other parties-in-interest. Mr. Peterson believes that the terms of the JCI Purchase Agreement allow the Debtors to exit the lines of business in a manner that maximizes value for their estates, including achieving the highest price for the sale of the assets. In a letter filed with the Court, the Michigan Workers' Compensation Agency wrote that it does not object to the JCI Sale Motion. MWCA, however, relates that it has recently learned that VC Regional and Assembly Manufacturing LLC is uninsured for its workers' compensation obligations in Michigan. Thus, VCRAM is currently considered to be in violation of the Michigan Workers' Disability Compensation Act, MWCA asserts. MWCA also filed an informational letter to the Court providing the agency's view regarding the current regulatory status of VCRAM. Visteon & UAW Work Out Dispute The Debtors relate that UAW's objection has been fully resolved following negotiations among the parties. In this light, the Debtors certified to the Court that no other answer, objection or responsive pleading has been filed as to the JCI Sale Motion. Court Approval Accordingly, the Court granted the Debtors' request. The Debtors are authorized to sell certain plants to Johnson Controls Inc. and file under seal disclosure schedules related to the Purchase Agreement with JCI. 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). VISTEON CORP: Shareholders Want Official Committee -------------------------------------------------- Bill Rochelle at Bloomberg News reports that a group of shareholders of 2.2% of the stock of Visteon Corp. is asking the Bankruptcy Court to appoint an official committee representing stockholders. The shareholders, Cypress Management Master LP, Lenado Capital Advisors LLC, and Goshawk Capital Corp., point to the securities markets as showing that existing stock of the autoparts maker shouldn't be wiped out in bankruptcy. They allude to some of Visteon's bonds that traded at face value or above, thus proving, in the stockholders' opinion, that unsecured creditors should be paid in full through the Chapter 11 case. 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) VITERRA INC: S&P Puts 'BB+' Rating on CreditWatch Positive ---------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'BB+' issue- level rating on Viterra Inc.'s senior notes on CreditWatch with positive implications. The 'BBB-' long-term corporate credit rating and stable outlook on the company are unchanged. "The CreditWatch placement follows the company's announced plans to refinance its revolving credit facilities," said Standard & Poor's credit analyst Donald Marleau. The senior notes are rated one notch below the corporate credit rating on Viterra because of the significant amount of priority debt in the form of the existing C$800 million secured revolver, as well as the notes' structurally subordinate position relative to the A$1.2 billion revolver at Viterra's Australian operations. With the new facility in place and after the company repays its remaining loan, both the rated senior notes and the proposed revolver will be unsecured, and will rank equally in priority. Moreover, the new facility will be a parent-level obligation, thus significantly reducing structural subordination from borrowings at the Australian subsidiary. "Standard & Poor's plans to resolve this CreditWatch in May 2010, based on Viterra's time line for executing its new credit facility. Should the refinancing occur as proposed, S&P expects to equalize the ratings on the senior notes with the 'BBB-' long- term corporate credit rating on Viterra," Mr. Marleau added. VYTERIS INC: Amends Employment Deal with CEO Hartounian, CFO Himy ----------------------------------------------------------------- Vyteris, Inc., on April 8, 2010, amended the employment agreements with both Dr. Haro Hartounian, its CEO, and Joseph Himy, its CFO, both originally dated as of May 1, 2008. The amendments to the Employment Agreements provide as follows: -- The terms of the Employment Agreements are extended to November 30, 2011. -- Dr. Hartounian is to be granted up to 7,423,970 options, with 2,598,390 options granted each immediately and upon raising of $1,000,000 by the Company (with the initial 5,196,780 options having been granted) and 2,227,191 options granted upon raising of $7,000,000 by the Company. All options granted shall vest as follows: 35% immediately and 65% quarterly over three years from date of grant. -- Mr. Himy will be granted up to 2,227,191 options, with 779,517 options granted each immediately and upon raising of $1,000,000 by the Company (with the initial 1,559,034 options having been granted) and 668,157 options granted upon raising of $7,000,000 by the Company. All options granted shall vest as follows: 35% immediately and 65% quarterly over three years from date of grant. Fair Lawn, N.J.-based Vyteris, Inc. (OTC BB: VYTR) -- http://www.vyteris.com/-- has developed and produced the first FDA-approved, electronically controlled transdermal drug delivery system that transports drugs through the skin comfortably, without needles. The Company's balance sheet as of December 31, 2009, showed $2.6 million in assets and $11.4 million of debts, for a stockholders' deficit of $8.8 million. Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses and is dependent upon obtaining sufficient additional financing to fund operations and has not been able to meet all of its obligations as they become due. VYTERIS INC: Lehman Brothers Bankhaus Holds 1.0% of Shares ---------------------------------------------------------- Lehman Brothers Bankhaus AG (i. Ins.) disclosed holding 607,002 shares or roughly 1.0% of the common stock of Vyteris, Inc., as of March 30, 2010. Fair Lawn, N.J.-based Vyteris, Inc. (OTC BB: VYTR) -- http://www.vyteris.com/-- has developed and produced the first FDA-approved, electronically controlled transdermal drug delivery system that transports drugs through the skin comfortably, without needles. The Company's balance sheet as of December 31, 2009, showed $2.6 million in assets and $11.4 million of debts, for a stockholders' deficit of $8.8 million. Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses and is dependent upon obtaining sufficient additional financing to fund operations and has not been able to meet all of its obligations as they become due. WENTWORTH ENERGY: Posts $10,078,577 Net Loss for 2009 ----------------------------------------------------- Wentworth Energy, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended December 31, 2009. Wentworth Energy reported a net loss of $10,078,577 for 2009 from a net loss of $40,275,100 for 2008. Total revenue was $516,848 for 2009 from $1,112,800 for 2008. As of December 31, 2009, the Company had total assets of $20,306,951 against total liabilities of $68,611,477, resulting in stockholders' deficit of $48,304,526. The December 31, 2009 balance sheet showed strained liquidity: The Company had total current assets of $691,387 against total current liabilities of $68,525,987. In its April 14, 2010 report, MaloneBailey, LLP, in Houston, Texas, said the Company suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Wentworth Energy, Inc., is an exploration and production company engaged in oil and gas exploration, drilling and development. The Company has oil and gas interests in Anderson County, Freestone County, and Jones County, Texas. WESCORP ENERGY: December 31 Balance Sheet Upside-Down by $11.2 Mln ------------------------------------------------------------------ Wescorp Energy Inc. filed on April 15 its annual report on Form 10-K. The Company's balance sheet as of December 31, 2009, showed $1,003,740 in assets and $12,204,918 of debts, for a stockholders' deficit of $11,201,178. The Company reported a net loss of $7,077,420 on $863,942 of revenue for 2009, compared with a net loss of $8,259,022 on $1,006,261 of revenue for 2008. Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has not generated profits since inception, has incurred losses in developing its business, and further losses are anticipated. The Company also requires additional funds to meet its obligations and the costs of its operations. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6052 Based in Calgary, Canada, Wescorp Energy Inc. -- http://www.wescorpenergy.com/-- is an oil and gas operations solution and engineering company committed to acquiring, developing and commercializing technologies that are designed to improve the management, environmental and economic performance of field operations for oil and gas producers and to provide solutions to help them overcome the tough operational challenges they face. WESTLAND DEVCO: Taps Navigant Capital as Financial Advisor ---------------------------------------------------------- Westland DevCo, LP, has asked for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Navigant Capital Advisors, LLC, a financial advisor, nunc pro tunc to the Petition Daet. Navigant Capital will, among other things: a. provide independent assessment of the opportunities and risks related to the Debtor, and review the value enhancements and improvements to the Debtor's real estate holdings and the associated valuation effects thereof; b. review the Debtor's current debt structure and development of potential restructuring alternatives; c. communicate and/or negotiate with outside constituents, including creditors and their advisors in collaboration with management; and d. assist with respect to the development of restructuring plans related to the Debtor's current credit facilities. Navigant Capital will be paid based on the hourly rates of its personnel: Senior Managing Directors $725-$875 Senior Advisors $725-$875 Managing Directors $625-$725 Directors $525-$625 Associate Directors $425-$525 Managing Consultants $350-$425 Consultants/Associates $245-$350 Paraprofessionals $95-$125 To the best of the Debtor's knowledge, Navigant Capital is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. 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 and finance counsel. The Company estimated its assets and debts at $100,000,001 to $500,000,000. WHITE BIRCH: Court Acknowledges Case as Foreign Main Proceeding --------------------------------------------------------------- The Hon. Douglas O. Tice, Jr. of the U.S. Bankruptcy Court for the Eastern District of Virginia acknowledged White Birch Paper Company's Canadian proceeding as a foreign main proceeding. The foreign representative is represented by: Jonathan L. Hauser Troutman Sanders LLP 222 Central Park Avenue, Suite 2000 Virginia Beach, VA 23462 Tel: (757) 687-7768 Fax: (757) 687-1505 White Birch Paper Company -- http://www.whitebirchpaper.com/-- is the second largest newsprint manufacturer in North America with operations in both Canada and the United States. The Company filed for Chapter 15 on February 24, 2010 (Chapter 15 E.D. Va. Case No. 10-31234.) White Birch's assets range from $100,000,001 to $500,000,000 and liabilities range from $500,000,001 to $1,000,000,000. Its debtor-affiliate, Bear Island Paper Company, L.L.C., filed for Chapter 11 (Bankr. Case No. 10-31202.) In its petition, Bear Island listed assets between $100,000,001 to $500,000,000 and debts ranging from $500,000,001 to $1,000,000,000. WILLIAM K HAINES: Was Until June 14 to Propose Reorganization Plan ------------------------------------------------------------------ William K. Haines, Jr., and Nancy J. Haines ask the U.S. Bankruptcy Court for the Northern District of Ohio to extend their exclusive period to file a plan of reorganization from April 15, 2010, to July 14, 2010. The Debtors also request the Court to extend their exclusive period for confirming their plan from June 14, 2010 to September 12, 2010. The Debtors are represented by: Anthony J. DeGirolamo Courtyard Centre, Suite 307 116 Cleveland Avenue NW Canton, Ohio 44702 Tel: (330) 588-9700 Fax: 330-588-9713 E-Mail: ajdlaw@sbcglobal.net Massillon, Ohio-based William K. Haines, Jr. aka Bill Haines and Nancy J. Haines filed for Chapter 11 on December 16, 2009 (Bankr. N.D. OH Case No. 09-65171). Anthony J. DeGirolamo, Esq., assist the Debtors in their restructuring efforts. In their petition, the Debtors listed assets and debts both ranging from $10,000,001 to $50,000,000. WORKSTREAM INC: Feb. 28 Balance Sheet Upside-Down by $15.5-Mil. --------------------------------------------------------------- Workstream Inc. filed on April 14, 2010, its quarterly report on Form 10-Q for the three months ended February 28, 2010. The Company's balance sheet at February 28, 2010, showed $14,564,794 in assets and $30,051,615 of debts, for a stockholders' deficit of $15,486,821. The Company reported a net loss of $20,624,691 on $3,961,775 of revenue for the three months ended February 28, 2010, compared with net income of $573,852 on $5,637,698 of revenue for the same period ended February 28, 2009. Results for the three months ended February 28, 2010, included a non-cash impairment of goodwill of $6,347,788 associated with the Career Networks operating segment and a non-cash loss on extinguishment of debt of $13,071,440 relating to the exchange and restructuring of senior secured notes in December 2009. Cross, Fernandez & Riley, LLP, in Orlando, Fla., in its report on the Company's financial statements for the year ended December 31, 2009, expressed substantial doubt about about the Company's ability to continue as a going concern. The auditing firm noted that the Company suffered recurring losses from operations and, at May 31, 2009, had deficiencies in working capital and equity. "The Company has incurred substantial losses in recent periods and, as a result, has a shareholders' deficit of $15,486,821 as of February 28, 2010. Losses for the nine months ended February 28, 2010, were $21,325,705 and losses for the years ended May 31, 2009, and 2008, were $4,856,356 and $52,616,875, respectively." "Our ability to continue as a going concern depends primarily upon our ability to generate positive cash flows from operations and obtain sufficient additional financing, if necessary." A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6026 Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) -- http://www.workstreaminc.com/-- provides enterprise workforce management solutions and services that help companies manage their human capital management function. XERIUM TECHNOLOGIES: Proposes to Pay Employee Obligations --------------------------------------------------------- Xerium Technologies Inc. and its units employ approximately 3,290 employees worldwide. The Debtors' workforce is composed of trade workers, functional, administrative and managerial staff, sales representatives, executives and manufacturing workers in North America, South America, Europe and Asia. The employees are either salaried or paid on an hourly basis, the majority of which are in the U.S., Canada, Austria and Germany. Salaried Employees of the Debtors include approximately executives, officers and other classified employees worldwide. Hourly Employees include union-represented and non-union employees. Specifically, approximately 509 of the Hourly Employees are members of various unions, each of which has a collective bargaining agreement with the Debtors. Of the 509 Union Employees, approximately 243 work at the Debtors' three plants in the United States, which are located in Neenah, Wisconsin; Kelso, Washington; and Starkville, Mississippi. The remaining Union Employees work at the Debtors' four plants in Canada, which are located in Sherbrooke, Quebec; Nolih Bay, Ontario; Kentville, Nova Scotia; and Warwick, Quebec A list of the CBAs between the Debtors and the Unions is available for free at http://bankrupt.com/misc/XeriumCBAs.pdf With respect to payment of salary, wages and other compensation and benefits, (i) Xerium, Stowe Woodward LLC, or Weavexx LLC, serves as payroll agent or sponsor in the United States, (ii) Xerium Canada, Inc., serves as payroll agent and sponsor in Canada, (iii) Huyck Wangner Austria GmbH serves as payroll agent and sponsor in Austria, and (iv) Xerium Germany Holding GmbH serves as payroll agent and sponsor in Germany. The Debtors also maintain, in the ordinary course of business, a sales commission plan and sales incentive programs for certain non-insider employees in the Debtors' sales, service, and marketing operations, which provide incentives for employees to achieve specific sales goals for certain targeted or new products. Amounts owed in connection with Sales Incentive Plans are paid by the Debtors to their employees on a monthly basis for the prior month in which those amounts were earned. The Debtors withhold from employees' wages (i) federal, state, local, and foreign income withholding, payroll, employment, unemployment, social security, and similar taxes, (ii) employee contributions for health plans, disability, and additional life insurance, (iii) employee contributions to Defined Contribution Plans, (iv) legally ordered deductions including wage garnishments and tax levies, (v) voluntary charitable contributions, (vi) union dues, (vii) health care, flexible spending account and health savings account contributions, (viii) other voluntary savings, and (ix) other miscellaneous deductions. On a regular basis, the Debtors forward amounts equal to the Payroll Deduction Obligations from their payroll account to appropriate third-party recipients. The Debtors also established plans and policies or make contributions to governmental authorities to provide their Salaried and Hourly Employees and their eligible dependents, with Welfare Benefits, which include (a) health benefits, including medical, prescription drug, dental, mental health, and vision; (b) disability benefits, including short and long-term disability; (c) insurance benefits, including life insurance, death benefits, business travel accident insurance and long-term care insurance; and (d) health reimbursement and flexible spending account plans. In the United States, the Debtors provide (i) business travel accident insurance to all eligible employees at no cost under one policy issued and administered by Zurich American Insurance Company and (ii) long-term care insurance to all eligible employees at no cost under one policy issued and administered by Unum Life Insurance Company of America. In Canada, the Debtors provide all eligible employees with, at no cost to the employees, (i) basic term life insurance under a policy issued and administered by Great West Life Assurance Company and (ii) basic accidental death and dismemberment insurance under a policy issued and administered by ACE/INA. Two Defined Contribution Plans are maintained by the Debtors for the benefit of their U.S. employees. The (i) Xerium Technologies, Inc. Retirement Savings and Investment Plan for U.S. Salaried and Non-Hourly Employees and (ii) Xerium Technologies, Inc. Retirement Savings and Investment Plan for U.S Employees with A Collective Bargaining Agreement provide for pre-tax salary contributions of eligible compensation up to the limits set by the Internal Revenue Code. In the United States, the Debtors also sponsor two tax-qualified defined benefit pension plans for the benefit of employees with respect to which the Debtors are required to make contributions in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the IRC of 1986, as amended, which are made on a quarterly basis in the approximate amount of $310,000. Benefits under the Defined Benefit Plans vest after five years of service, and participants may collect benefits upon reaching the age of 65. The Debtors also maintain supplemental executive retirement plans -- or the SERPs -- for employees in the United States, which are not qualified under the Internal Revenue Code for tax purposes. The SERPs provide certain Salaried Employees and executives with additional funds upon retirement beyond the caps imposed by the Defined Benefit Plans. Furthermore, the Debtors make payments under voluntary early retirement plans or agreements and other special payment arrangements for employees in the United States, which are not qualified under the Internal Revenue Code for tax purposes. The VERPs and special payment arrangements are non- funded liabilities. As of the Petition Date, the Debtors estimate that approximately $5 million of their employee obligations with respect to the prepetition period is accrued and unpaid, consisting of: * $36,000 owed to executives; * $436,000 in wages to hourly employees; * $490,000 under the Sales Incentive Plans, * $275,000 of paid vacation and holiday time for employees; * $24,000 with respect to paid leaves of absence; * $134,000 in outstanding and unpaid severance payments; * $1.1 million in Health Benefits for Hourly Employees and $600,000 for Salaried Employees; * $56,000 in outstanding annual premiums to Hartford, Great West Life, ACE/INA, Zurich, and Unum; * $745,000 of social insurance program due and unpaid to Xerium Germany and Huyck Wangner * $25,000 in contributions, and $310,000 in funding obligations under the Defined Benefit Plans; * $30,000 in contributions under the SERPs; * $8,000 in contributions under the VERPs; * $157,000 in reimbursable expenses incurred by employees under the Debtors' existing policies; * $13,000 in reimbursements to employees for protective footwear and prescription safety glasses, or safety equipment; * $5,000 in unpaid reimbursement of costs associated with sale and purchase of a home, among other things, as a way to incentivize employees; * $4,000 in job-related education expenses payable to eligible employees; * $6,000 in business-related transportation policies for approximately 106 employees; * $407,000 in reimbursable business expenses with respect to the American Express Corporate Card Program with AMEX Travel Related Services Company, Inc., for the purchase of goods and services incidental to the Debtors' business; and * $18,000 in administrative obligations to professionals, consultants and other administrators that facilitate the Debtors' payroll, Welfare Benefits, Health Benefits, Insurance Benefits and Defined Contribution Plans. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, contends that during the first 21 days following the Petition Date, subject to the $10,950 per employee cap set forth in Sections 507(a)(4) and 507(a)(5) of the Bankruptcy Code, approximately $4.3 million will be due and payable as interim amount with respect to the Prepetition Employee Obligations. By this motion, the Debtors seek authority from Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware to pay the Prepetition Employee Obligations in excess of the Interim Amount. Pending the Final Order, the Debtors ask the Court to allow them to pay, on an interim basis, the Prepetition Employee Obligations in an amount not to exceed the Interim Amount. The Debtors also ask Judge Carey to direct banks and other financial institutions to receive, process, honor and pay -- to the extent of funds on deposit, any and all transfer requests by the Debtors. A list of the Debtors' accounts with the Banks is available for free at: http://bankrupt.com/misc/XeriumBankAccts.pdf * * * The Court approved the Debtors' request on an interim basis. In a supplemental order, Judge Carey authorized the Debtors to pay, on an interim basis, any obligations with respect to short-term disability in an aggregate amount not to exceed $30,000. A final hearing on the Motion will be held on April 28, 2010. Objections, if any, must be filed on April 24. About Xerium Technologies Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE: XRM), manufactures and supplies two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. Xerium Technologies and certain subsidiaries filed for Chapter 11 on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031). Judge Kevin J. Carey presides over the cases. John J. Rapisardi, Esq.; George A. Davis, Esq.; and Sharon J. Richardson, Esq., at Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners, LLC, serve as the Debtors' restructuring advisors. Stephen Ledoux and Daniel Gilligan at Rothschild Inc. serve as the Debtors' investment bankers. Garden City Group Inc. is the Debtors' claims agent. Xerium Technologies disclosed total assets of $693,511,000 and total debts of $813,168,000 in its petition. Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Xerium Technologies and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) XERIUM TECHNOLOGIES: Proposes to Use Lenders' Cash Collateral ------------------------------------------------------------- Xerium Technologies, Inc., and certain of its subsidiaries are parties to a prepetition credit facility consisting of a $50 million revolving credit facility and seven term loans with an aggregate original principal balance of $650 million. Xerium also entered into two prepetition interest rate swaps, one with an original notional amount of $132,808,000 and another with an original notional amount of EUR77,723,000. Most of the cash, cash equivalents, and other amounts on deposit or maintained in the Debtors' bank accounts constitute proceeds which, to the extent subject to valid and perfected liens, are the cash collateral of Prepetition Secured Parties, John R. Rapisardi, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates. An immediate and critical need exists for the Debtors to obtain postpetition financing and use cash collateral to continue the operation of their businesses, Mr. Rapisardi tells the Court. Accordingly, the Debtors sought and obtained interim authority from Judge Carey to use the Cash Collateral until, among others, the termination of the DIP Facility following the occurrence of an event of default or the date on which the bankruptcy cases are converted to a case under Chapter 7 of the Bankruptcy Code. The Cash Collateral will be used in the ordinary course of business in accordance with the 13-Week Budget, a full-text copy of which is available for free at: http://bankrupt.com/misc/xerium13weekbudget.pdf To the extent that their interests in the Collateral constitute valid and perfected security interests and liens as of the Petition Date, the Prepetition Secured Parties are entitled, pursuant to Sections 361 and 363(e) of the Bankruptcy Code, to adequate protection of their interests in the Collateral to the extent of any diminution in the value of the Collateral from and after the Petition Date. As adequate protection for any diminution in value, the Prepetition Secured Parties will be granted: (a) liens on the Collateral, subject only to (i) liens granted in favor of the DIP Agent and the DIP Lenders and (ii) the Carve-Out and any Permitted Liens and Additional Permitted Liens, (b) a superpriority claim, subject only to (i) the superpriority claims granted in favor of the DIP Agent and the DIP Lenders and (ii) the Carve-Out and any claim secured by Permitted Liens or Additional Permitted Liens, (c) payment of cash in an amount equal to all accrued and unpaid interest (whether prepetition or postpetition) under the Credit Facility and the Secured Swap Termination Agreement, as applicable, and (d) payment of reasonable fees and expenses incurred by the Prepetition Administrative Agent and the Prepetition Secured Lenders under the Credit Facility and by the Secured Swap Counterparty under the Secured Swap Termination Agreement (in each case, including reasonable fees and expenses of legal and financial professionals). * * * The Court will convene a hearing on April 28, 2010, at 10:00 a.m. (EDT) to consider entry of the final DIP order. Any objections to the entry of the Final Order must be filed on or before April 19. About Xerium Technologies Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE: XRM), manufactures and supplies two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. Xerium Technologies and certain subsidiaries filed for Chapter 11 on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031). Judge Kevin J. Carey presides over the cases. John J. Rapisardi, Esq.; George A. Davis, Esq.; and Sharon J. Richardson, Esq., at Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners, LLC, serve as the Debtors' restructuring advisors. Stephen Ledoux and Daniel Gilligan at Rothschild Inc. serve as the Debtors' investment bankers. Garden City Group Inc. is the Debtors' claims agent. Xerium Technologies disclosed total assets of $693,511,000 and total debts of $813,168,000 in its petition. Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Xerium Technologies and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) XERIUM TECHNOLOGIES: Seeks to Obtain $80 Million DIP Financing -------------------------------------------------------------- Xerium Technologies, Inc., and its debtor affiliates seek authority from Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition senior secured financing comprised of (a) a senior secured revolving loan facility of $20 million and (b) a senior secured term loan credit facility of $60 million, which includes a letter of credit subfacility of $20 million. The DIP Facility will be used to fund working capital and general corporate purposes, the administration and prosecution of the Chapter 11 cases, adequate protection payments, and related transaction costs, fees and expenses associated with the DIP Facility. The Debtors have sought and obtained interim authority from Judge Carey to use the DIP loans. According to John R. Rapisardi, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, absent the interim ability to use the pending entry of the Final Order, the Debtors will not have sufficient cash on hand to enable them to satisfy their postpetition obligations as they come due. Accordingly, access to these funds on an interim basis is necessary to avoid immediate and irreparable harm to the Debtors' estates by ensuring that they have sufficient liquidity to continue their business operations uninterrupted during the period prior to entry of the Final Order, to fund the administration and prosecution of their cases, and to satisfy the proposed adequate protection payments to the Prepetition Secured Parties, Mr. Rapisardi adds. The Debtors have provided a budget to the DIP Agent, which forecasts projected cash flow for the 13-week period following the Petition Date, and which budget has been approved in form and substance by the DIP Agent. A full-text copy of the 13-Week Budget is available for free at: http://bankrupt.com/misc/xerium13weekbudget.pdf Mr. Rapisardi notes that, as evidenced by the Budget, the DIP Facility is appropriately sized given the Debtors' projected liquidity needs during their bankruptcy cases. The Debtors believe that the Budget is feasible and will provide them with sufficient liquidity to operate during the pendency of their Chapter 11 cases without the accrual of unpaid administrative expenses. A full-text copy of the Interim DIP Order is available for free at http://bankrupt.com/misc/xeriumintdipord.pdf Terms of the DIP Facility Borrower: Xerium Technologies, Inc. Guarantors: All U.S. Debtors other than the DIP Borrower Administrative Agent and Collateral Agent: Citicorp North America, Inc. Sole Lead Arranger and Sole Bookrunner: Citigroup Global Markets Inc. DIP Lenders: A syndicate expected to be comprised of banks, financial institutions and other entities Term: Unless accelerated as a result of an Event of Default, the earlier of (a) 120 days after the Closing Date, (b) the date the Revolver Commitment is permanently reduced to zero, (c) the date of the termination of the Revolver Commitment, (d) May 5, 2010, if the Final Order has not been entered by the Court on or before that date, (e) the closing date of any sale of all or substantially all of the assets of the Debtors pursuant Section 363 of the Bankruptcy Code that has been approved by an order of the Court, and (f) the effective date of a Plan of Reorganization that has been confirmed by order of the Court. Amortization: None. Interest Rates: At the DIP Borrower's election, the DIP Loans will be LIBOR Loans or ABR Loans. LIBOR Loans: LIBOR Rate + 4.50% per annum. ABR Loans: Alternate Base Rate + 3.50% per annum. Default Rate: Applicable rate + 2.00% per annum. If an Event of Default occurs and is continuing under the DIP Facility, each LIBOR Loan will convert to an ABR Loan at the end of the Interest Period then in effect for that LIBOR Loan. Fees: Upfront Fee: 0.50% of the Term Loan Commitments and 1.00% of the Revolving Commitments. Commitment Fee: 1.00% per annum on the average daily amount of the unused Revolving Commitments. Letter of Credit Fee: 0.25% per annum on the average aggregate daily amount available to be drawn under the Letters of Credit. Liens and Priorities: The DIP Loans will be afforded certain liens and claims, including priming liens, priority liens, and superpriority claims, on property of the estate. Carve-Out: All fees required to be paid pursuant to Sections 156(c) and 1930 of Title 28 and all unpaid allowed fees, expenses, and disbursements of the Debtors' professionals and any statutory committee incurred post-Event of Default up to $3,000,000 (plus all unpaid professional fees, expenses, and disbursements of the Debtors' professionals and any statutory committee incurred prior to an Event of Default to the extent allowed at any time). Waiver of Rights: Upon entry of the Final Order, the Debtors waive certain rights and causes of actions against the Prepetition Agents and the Prepetition Secured Lenders, and the time within which any non-Debtor party in interest or statutory committee may challenge the obligations to, or liens of, the Prepetition Agents and the Prepetition Secured Lenders will be limited to the earlier of (i) 60 days from the date of appointment of a Committee, if brought by the Committee, and (ii) June 14, 2010, if brought by any non-Debtor party other than the Committee. A Challenge, however, may not be commenced, asserted or continued by a Committee or any other non- Debtor party if a Plan of Reorganization that provides for the allowance of the Prepetition Indebtedness or otherwise resolves the Challenge has been confirmed and consummated. The Final Order also will prohibit the assertion of all other claims under Section 506(c) of the Bankruptcy Code against the Prepetition Secured Parties, the DIP Agent, and the DIP Lenders. Conditions to Borrowing: Customary borrowing conditions, including: (a) entry of the Interim Order or Final Order, as the case may be, (b) absence of any administrative claim that is senior to, or pari passu with, the superpriority claim of the DIP Agent and the DIP Lenders (other than claims secured by Permitted Liens, Additional Permitted Liens, or the Carve Out), (c) absence of any Default or Event of Default, (d) representations and warranties contained in the DIP Agreement are true and correct, and (e) extension of credit is consistent with the Budget. All loans and obligations under the DIP Facility will: (a) Pursuant to Section 364(c)(1) of the Bankruptcy Code, constitute superpriority claims against each of the Debtors, with priority over any and all administrative expenses, diminution claims, all claims of any kind asserted by the Prepetition Secured Parties arising under the Interim Order or the Final Order, and all other claims against the Debtors, subject only to the Carve-Out and any claim secured by Permitted Liens or Additional Permitted Liens. (b) Pursuant to Section 364(c)(2) of the Bankruptcy Code, be secured by a perfected first priority lien on all existing and after-acquired real and personal, tangible and intangible, property of the Debtors' estates not subject to valid, perfected, and non-avoidable liens as of the Petition Date, including, upon entry of the Final Order, all causes of action arising under Chapter 5 of the Bankruptcy Code and all their proceeds, subject only to the Carve-Out and any Permitted Liens and Additional Permitted Liens. (c) Pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected first priority, senior priming lien on all of the Collateral that is subject to existing liens that secure the obligations of the DIP Obligors under or in connection with the Credit Facility and the Secured Swaps, which senior priming liens will also prime any liens granted after the Petition Date to provide adequate protection to the Prepetition Secured Parties, but will be subject to the Carve-Out and any Permitted Liens and Additional Permitted Liens. Except with respect to liens on Avoidance Actions, the liens securing the DIP Facility will be valid, perfected, enforceable, and effective as of March 30, 2010, without any further action by the DIP Obligors, the DIP Agent, or the DIP Lenders and without necessity of the execution by the DIP Obligors of mortgages, security agreements, pledge agreements, financing statements, or other agreements. A full-text copy of the DIP Agreement is available for free at http://bankrupt.com/misc/xeriumdippact1.pdf As required by the DIP Agent, the Commitment Letter, dated February 26, 2010, between Xerium and Citigroup Global Markets Inc., provides that the Fee Letter, dated February 26, 2010, between Xerium and Citigroup Global Markets Inc., and its contents will be treated as confidential information pursuant to Rule 9018 of the Federal Rules of Bankruptcy Procedure. The Debtors have provided a copy of the Fee Letter to the U.S. Trustee, and have sought and obtained the Court's permission to file the Fee Letter under seal. Cash Flow Forecast The Debtors submitted to the U.S. Bankruptcy Court for the District of Delaware their 13-week cash flow forecast, pursuant to their Superpriority Priming Senior Secured Debtor-in-Possession Credit and Guaranty Agreement. A full-text copy of the 13-Week Cash Flow is available for free at http://bankrupt.com/misc/XeriumDIP13WeekBudget.pdf The Debtors have sought and obtained the Judge Kevin Carey's authority, on an interim basis, to enter obtain financing comprised of (a) a senior secured revolving loan facility of $20 million and (b) a senior secured term loan credit facility of $60 million, which includes a letter of credit subfacility of $20 million. The Court will convene a hearing on April 28, 2010, at 10:00 a.m. (EDT) to consider entry of the final DIP order. Any objections to the entry of the Final Order must be filed on or before April 19. * * * The Court will convene a hearing on April 28, 2010, at 10:00 a.m. (EDT) to consider entry of the final DIP order. Any objections to the entry of the Final Order must be filed on or before April 19. About Xerium Technologies Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE: XRM), manufactures and supplies two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. Xerium Technologies and certain subsidiaries filed for Chapter 11 on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031). Judge Kevin J. Carey presides over the cases. John J. Rapisardi, Esq.; George A. Davis, Esq.; and Sharon J. Richardson, Esq., at Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners, LLC, serve as the Debtors' restructuring advisors. Stephen Ledoux and Daniel Gilligan at Rothschild Inc. serve as the Debtors' investment bankers. Garden City Group Inc. is the Debtors' claims agent. Xerium Technologies disclosed total assets of $693,511,000 and total debts of $813,168,000 in its petition. Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Xerium Technologies and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) XERIUM TECHNOLOGIES: Wants Order Enforcing Automatic Stay --------------------------------------------------------- Xerium Technologies Inc. and its units operate a complex, global business and maintain extensive dealings with certain vendors, suppliers, customers and other parties who operate outside of the United States. Specifically, the Debtors have a global footprint that includes manufacturing facilities strategically located in the major paper-producing regions of North America, Europe, South America and Asia-Pacific. The Debtors sell their products in approximately 65 countries other than the United States, which represented approximately 73% of their net sales in 2009. Consequently, numerous customers, suppliers, creditors and other stakeholders reside outside of the United States and may not be familiar with U.S. bankruptcy law. To ensure that the protections already provided in the Bankruptcy Code are enforced across the Debtors' assets and operations worldwide, the Court, at the Debtors' behest, ruled that, pursuant to Section 362 of the Bankruptcy Code, all persons (including individuals, partnerships, corporations and all those acting for or on their behalf) and all foreign or domestic governmental units (and all those acting for or on their behalf) are stayed, restrained and enjoined from: (a) commencing or continuing a judicial, administrative, or other action or proceeding against the Debtors, including the issuance or employment of process, that was or could have been initiated before the Debtors' Chapter 11 cases commenced; (b) enforcing, against the Debtors or their estates, a judgment obtained before the commencement of the Debtors' Chapter 11 cases; (c) collecting, assessing, or recovering a prepetition claim against the Debtors; (d) taking any action to obtain possession of property of the Debtors' estates or of property from the estate or to exercise control over property of the Debtors' estates; (e) taking any action to create, perfect or enforce any lien against property of the Debtors' estates; (f) taking any action to create, perfect or enforce any lien against property of the Debtors, to the extent that that lien secures a prepetition claim; and (g) offsetting any prepetition debt owing to the Debtors against any claim against the Debtors. The Court also ruled that all persons and all foreign and domestic governmental units, and all those acting on their behalf, are stayed, restrained and enjoined from, in any way seizing, attaching, foreclosing upon, levying against, or in any other way interfering with any and all property of the Debtors or their estates wherever located. Pursuant to Section 365, all persons are prohibited from modifying or terminating any executory contract or unexpired lease, or any right or obligation under those contracts or leases, at any time after the Petition Date solely because of a provision in that contract or lease that is conditioned on: -- the insolvency or financial condition of the Debtor counterparty at any time before the closing of the Debtors' Chapter 11 cases; -- the commencement of the Debtors' Chapter 11 cases; or -- the appointment of a trustee in the Debtors' Chapter 11 cases. Pursuant to Section 525, all foreign and domestic governmental units are prohibited and enjoined from (i) denying, revoking, suspending, or refusing to renew any license, permit, charter, franchise, or similar grant to the Debtors, (ii) placing conditions on that grant to the Debtors, or (iii) discriminating against any of the Debtors solely because any of the Debtors is a debtor under the Bankruptcy Code, or may have been insolvent before or during the Chapter 11 cases. About Xerium Technologies Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE: XRM), manufactures and supplies two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. Xerium Technologies and certain subsidiaries filed for Chapter 11 on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031). Judge Kevin J. Carey presides over the cases. John J. Rapisardi, Esq.; George A. Davis, Esq.; and Sharon J. Richardson, Esq., at Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners, LLC, serve as the Debtors' restructuring advisors. Stephen Ledoux and Daniel Gilligan at Rothschild Inc. serve as the Debtors' investment bankers. Garden City Group Inc. is the Debtors' claims agent. Xerium Technologies disclosed total assets of $693,511,000 and total debts of $813,168,000 in its petition. Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Xerium Technologies and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) YOUNG BROADCASTING: Court to Confirm Management Plan ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Arthur J. Gonzalez wrote a 62-page opinion approving the reorganization plan proposed by Young Broadcasting Inc. According to the report, Judge Gonzalez rejected a competing plan proffered by the Official Committee of Unsecured Creditors. Unsecured creditors had voted down the Committee Plan and favored the Company Plan. Noteholders, on the other hand, nearly unanimously voted for the Committee Plan. Under the Company Plan, secured lenders owed $338 million are to have all the new stock, $75 million in a new secured term loan, the new common stock and warrants. General unsecured creditors will split $1 million cash. Noteholders would have received warrants for 2.5% of the new stock, if they voted in favor of the Plan. The Committee Plan offered the same treatment for general unsecured creditors. The Committee Plan was based on reinstating the existing secured debt, which would mature in November 2012 with $325 million outstanding. The Committee Plan would have given noteholders 10% of the new stock, the ability to participate in a rights offering for $45.6 million in preferred stock and 80% of the new common stock, for a predicted 2% recovery. According to the Bloomberg report, a defect in the Committee Plan involved the current owner Vincent Young. To prevent a "change in control", Young was to have 10% of the new equity, in the form of all of the equity in one of two new classes of common stock. Judge Gonzalez concluded, after four days of trial in January, that there was nevertheless a change of control, unlike Charter Communications Inc. The lenders took the position that their loan agreement was violated by the change in control and couldn't reinstated because there was a default that couldn't be cured. Principally, the noteholders failed with their plan because Judge Gonzales came to the conclusion that the company couldn't pay off the bank debt at maturity in 2012 either through refinancing or sale. The judge ruled, as a finding of fact, that being able to repay the debt "is both unsubstantiated and purely speculative." The judge viewed the testimony as not showing it was "reasonably probable" that the maturing debt could be repaid. He said that the plan failed to show feasibility required in bankruptcy law. Judge Gonzalez said he would sign a confirmation order approving the Company Plan. About Young Broadcasting Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/-- owns 10 television stations and the national television representation firm, Adam Young, Inc. Five stations are affiliated with the ABC Television Network (WKRN-TV -Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated with the NBC Television Network (KWQC-TV - Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In addition, KELO- TV- Sioux Falls, SD is also the MyNetwork affiliate in that market through the use of its digital channel capacity. The Company and its affiliates filed for Chapter 11 protection on February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645). Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP, represents the Debtors in their restructuring effort. The Debtors selected UBS Securities LLC as consultant; Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as claims agent; and David Pauker chief restructuring officer Andrew N. Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as counsel to the official unsecured creditors committee. ZAYAT STABLES: Files Plan to Pay Secured Lender in Full Over Time ----------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Zayat Stables LLC, as required by its financing agreement with secured lender Fifth Third Bank, filed a proposed Chapter 11 plan and explanatory disclosure statement on April 16. The Plan calls for paying the bank in full over five years on the outstanding loan of about $34.5 million. The reorganization plan calls for beginning to pay the bank's interest and principal if the claim is approved by the Bankruptcy Court. Unsecured creditors, with $1.2 million in claims, are to be paid in full without interest over two years. According to the report, the survival of Zayat Stables may depend on the 136th running of the Kentucky Derby to be held May 1. Zayat owns Eskendereya, an early favorite to win the Derby. The horse won the Wood Memorial at Aqueduct on April 3, the last major tune-up before the Derby. About Zayat Stables Hackensack, New Jersey-based Zayat Stables owns of 203 thoroughbred horses. The horses, which are collateral for the bank loan, are worth $37 million, according an appraisal mentioned in a court paper. Ahmed Zayat said in a court filing that he personally invested $40 million in the business. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130). The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. * Bank Failures This Year Now 50 As 8 Banks Shut April 16 --------------------------------------------------------- Regulators closed eight banks -- Lakeside Community Bank, Sterling Heights, MI; Innovative Bank, Oakland, CA; City Bank, Lynnwood, WA; AmericanFirst Bank, Clermont, FL; Butler Bank, Lowell, MA; First Federal Bank of North Florida, Palatka, FL, Riverside National Bank of Florida, Fort Pierce, FL, Tamalpais Bank, San Rafael, CA -- on April 16, raising the total closings for this year to 50. To protect depositors, the Federal Deposit Insurance Corporation (FDIC) entered into a purchase and assumption agreement with TD Bank, N.A., for the assumption of deposits and takeover of operations of AmericanFirst Bank, First Federal, and Riverside National. The FDIC was able to find banks who are assuming the deposits and taking over operations of all banks -- except one -- closed last Friday. The FDIC entered into an agreement with First Michigan Bank, Troy Michigan, to accept Lakeside Community Bank's direct deposits from the federal government, such as Social Security and Veterans' payments. However, the FDIC was unable to find another financial institution to take over the banking operations of Lakeside Community Bank. TD Bank, National Association, Wilmington, Delaware, acquired the banking operations, including all the deposits, of three Florida- based institutions AmericanFirst Bank, First Federal, and Riverside National. In accordance with Federal law, allowed claims against failed financial institutions will be paid, after administrative expenses, in this order of priority: 1. Depositors 2. General Unsecured Creditors 3. Subordinated Debt 4. Stockholders 2010 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ---------- -------------- ----------- Lakeside Community $53.0 People's United $11.2 Innovative Bank $268.9 Center Bank $37.8 City Bank $1,130.0 Whidbey Island $323.4 Butler Bank $233.2 People's United $22.9 AmericanFirst Bank $90.5 TD Bank, N.A. $10.5 First Federal $393.3 TD Bank, N.A. $6.0 Riverside National $3,420.0 TD Bank, N.A. $491.8 Tamalpais Bank $628.9 Union Bank, N.A. $81.1 Beach First National $585.1 Bank of NC $130.3 McIntosh Commercial $362.9 CharterBank, West Point $123.3 Desert Hills Bank $496.6 New York Community Bank $106.7 Unity National Bank $292.2 Bank of the Ozarks $67.2 Key West Bank $88.0 Centennial Bank $23.1 State Bank of Aurora $28.2 Northern State Bank $4.2 First Lowndes Bank $137.2 First Citizens Bank $38.3 Bank of Hiawassee $377.8 Citizens South Bank $137.7 Appalachian Community $1,010.0 Community & Southern $419.3 Advanta Bank Corp. $1,600.0 - None - $635.6 Century Security $96.5 Bank of Upson $29.9 American National $70.3 National Bank and Trust $17.1 The Park Avenue Bank $520.1 Valley National Bank $50.7 Statewide Bank $243.2 Home Bank, Lafayette $38.1 Old Southern Bank $315.6 Centennial Bank $94.6 LibertyPointe Bank $209.7 Valley National $24.8 Sun American Bank $535.7 First-Citizens Bank $103.8 Waterfield Bank $155.6 {FDIC Created} $51.0 Centennial Bank $215.2 Zions Bank $96.3 Bank of Illinois $211.7 Heartland Bank $53.7 Rainier Pacific Bank $446.2 Umpqua Bank, Roseburg $95.2 Carson River Community $51.1 Heritage Bank of Nevada $7.9 George Washington $412.8 FirstMerit Bank $141.4 La Jolla Bank $3,600.0 OneWest Bank, FSB $882.3 The La Coste Nat'l $53.9 Community National $3.7 Marco Community Bank $119.6 Omaha Bank $38.1 1st American State $18.2 Community Development $3.1 First National Bank $832.6 Community & Southern $260.4 Florida Community $875.5 Premier American Bank $352.6 American Marine Bank $373.2 Columbia State Bank $58.9 Marshall Bank, N.A. $59.9 United Valley Bank $4.1 First Regional Bank $2,180.0 First-Citizens Bank $825.5 Comm. Bank & Trust $1,210.0 SCBT, N.A. $354.5 Charter Bank $1,200.0 Charter, Albuquerque $201.9 Evergreen Bank $488.5 Umpqua Bank, Roseburg $64.2 Columbia River Bank $1,100.0 Columbia State Bank $172.5 Bank of Leeton $20.1 Sunflower Bank $8.1 Premier American Bank $350.9 Bond Street subsidiary $85.0 Town Community $69.6 Bank First American $17.8 St. Stephen State $24.7 First State Bank $7.2 Barnes Banking $827.8 {DINB Created} $271.3 Horizon Bank $1,400.0 Washington Federal $539.1 In 2009, there were 140 failed banks, compared with just 25 for 2008. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 702 Banks on Problem List In its quarterly banking profile, the Federal Deposit Insurance Corp. said that the number of institutions on its "Problem List" rose to 702 at the end of 2009, from 552 at the end of the third quarter and 252 at the end of 2008. The FDIC, in its February 23 report, said that total assets of "problem" institutions were $402.8 billion at yearend 2009, compared with $345.9 billion at the end of September and $159.0 billion at the end of 2008. Both the number and assets of "problem" institutions are at the highest level since June 30, 1993. The Deposit Insurance Fund (DIF) decreased by $12.6 billion during the fourth quarter to a negative $20.9 billion (unaudited) primarily because of $17.8 billion in additional provisions for bank failures. Also, unrealized losses on available-for-sale securities combined with operating expenses reduced the fund by $692 million. Accrued assessment income added $3.1 billion to the fund during the quarter, and interest earned, combined with termination fees on loss share guarantees and surcharges from the Temporary Liquidity Guarantee Program added $2.8 billion. For the year, the fund balance shrank by $38.1 billion, compared to a $35.1 billion decrease in 2008. The DIF's reserve ratio was negative 0.39% on December 31, 2009, down from negative 0.16% on September 30, 2009, and 0.36% a year ago. The December 31, 2009, reserve ratio is the lowest reserve ratio for a combined bank and thrift insurance fund on record. Forty-five insured institutions with combined assets of $65.0 billion failed during the fourth quarter of 2009, at an estimated cost of $10.2 billion. For all of 2009, 140 FDIC- insured institutions with assets of $169.7 billion failed, at an estimated cost of $37.4 billion. This was the largest number of failures since 1990 when 168 institutions with combined assets of $16.9 billion failed. On November 12, 2009, the FDIC adopted a final rule amending the assessment regulations to require insured depository institutions to prepay their quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011, and 2012 on December 30, 2009, along with each institution's risk-based assessment for the third quarter of 2009. The FDIC is asking banks to prepay three years of premiums on Dec. 30 to raise $45 billion for the fund. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. They are rated by the FDIC or Office of the Thrift Supervision as either a "4" or "5", based on a scale of 1 to 5 in ascending order of supervisory concern. The Problem List is not divulged to the public. No advance notice is given to the public when a financial institution is closed. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 A copy of the FDIC's Quarterly Banking Profile for the quarter ended Dec. 31, 2009, is available for free at: http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf * SEC Probes Other Soured Mortgage Deals by Wall Street's Firms --------------------------------------------------------------- American Bankruptcy Institute reports that the Securities and Exchange Commission, after having hit Goldman Sachs Group Inc. with a civil fraud charge on Friday, is investigating whether other mortgage deals arranged by some of Wall Street's biggest firms may have crossed the line into misleading investors. * Perkins Coie Opens Dallas Office; Steve Smith to Take Charge -------------------------------------------------------------- Perkins Coie has opened an office in Dallas, Texas. Former Greenberg Traurig shareholder, Steven R. Smith, has joined the firm and will be partner in charge of the office. Smith will focus his practice on real estate workouts and lending. His experience adds depth to the firm's growing national Real Estate Workouts practice. The new Dallas office allows Perkins to better serve the interests of national clients in Texas. The addition of Smith helps Perkins expand its representation of Commercial Mortgage Backed Securities (CMBS) special servicer clients -- many of which have offices in Dallas. "I am very excited about joining Perkins Coie," Smith noted. "It is an exceptional law firm and will provide a solid platform for expanding the CMBS special servicer practice." "It is a testament to our growing strength as a national firm that Steve has chosen to join us," said Perkins Managing Partner Bob Giles. "We are committed to expanding our real estate capabilities and Steve will help us pursue that strategic goal. We are delighted to have him join the firm." Smith's real estate and commercial law practice focuses on real estate workouts and lending. His work with real estate clients includes the representation of CMBS special servicers, as well as the representation of conduit and other lenders involved in the financing of commercial real estate. In such regard, he has experience working with defeasance transactions, assumptions, loan modifications, REMIC tax issues, pooling and servicing agreement compliance and review, real estate workouts, receiverships, foreclosure, bankruptcies, asset dispositions, litigation, and loan sales. The addition of Smith reflects Perkins' continuing efforts to expand its national presence through strategic acquisitions and lateral hires. Since 2005 the firm has added over 200 lateral attorneys in a variety of practice groups. "Adding Steve to our firm and opening our Dallas office brings even greater depth to the services we can provide our clients," said Mark Birnbaum, chair of the firm's Real Estate Workouts practice group. "Steve adds considerable expertise and allows us to expand our relationships with our existing CMBS special servicer clients." Smith joins a Real Estate group of nearly 50 attorneys that provides clients with comprehensive services encompassing the full range of commercial real estate and development issues. In addition to its representation of clients in restructurings and workouts, the team has experience in a wide variety of projects, including resort hotels, golf course and housing developments, mixed use projects, corporate campuses, retirement communities, industrial facilities and public/private developments. The group helps clients with all aspects of the financing, acquisition, development and disposition of major projects nationally and internationally and helps corporate clients with the lease and sublease of commercial space. acked by the resources of more than 700 attorneys, the Real Estate group advises clients on the entire range of ancillary issues that arise in real estate transactions, including tax, environmental and bankruptcy matters. Perkins offers a broad range of services, including litigation, corporate finance, intellectual property, real estate and labor and employment law. The firm operates from 14 offices in the United States and offers international capability through its offices in Beijing and Shanghai. Perkins has been recognized for its accomplishments in the legal profession, its commitment to diversity and excellent client service. In January, the firm was recognized by FORTUNE magazine, for the eighth consecutive year, as being one of the "100 Best Places to Work." In addition, for the second consecutive year, the firm was named one of the "2009 Best Law Firms for Women" by Working Mother magazine and national consulting firm Flex-Time Lawyers LLC and also earned the Human Rights Campaign Foundation's top rating of 100 percent in the 2009 and 2010 Corporate Equality Index. The firm also received the Corporate Partnership Award for Supporting People with Disabilities. About Perkins Coie With more than 700 lawyers in 16 offices across the United States and in China, Perkins Coie serves great companies ranging in size from start-ups to FORTUNE 100. * INSOL Discloses Global Insolvency Practice 2nd Graduating Class ----------------------------------------------------------------- INSOL International discloses the second graduating class of its Global Insolvency Practice Course. These successful participants are now formally recognized as a Fellow, INSOL International: -- Justin Cadman, McLaren Knight, Australia; -- Mathew Clingerman, Krys & Associates (Cayman) Ltd., Cayman Islands; -- Jane Dietrich, Fraser Milner Casgrain LLP, Canada; -- Stewart Maiden, Barrister, Owen Dixon Chambers West, Australia; -- Craig Martin, Edwards Angell Palmer & Dodge LLP, USA; -- James Pomeroy, PricewaterhouseCoopers Inc., Canada; -- Stathis Potamitis, Potamitisvakris, Greece; -- Nicolaes Tollenaar, RESOR N.V., The Netherlands; and -- Farrington Yates, Sonnenschein Nath & Rosenthal LLP, USA. The Global Insolvency Practice Course is the pre-eminent advanced educational qualification focusing on international insolvency. INSOL says, "With the fast growing number of cross-border insolvency cases and the adoption in many jurisdictions of international insolvency rules and provisions, the turnaround and insolvency profession faces increasing challenges in the current economic environment. The current outlook demonstrates that the practitioners of tomorrow need to have extensive knowledge of the transnational and international aspects of legal and financial problems of businesses in distress." According to INSOL, the format of the fellowship program is intensive, carried out over three modules. The first module was held in London from October 23 to 25 2009 at University College London. The second module took place in Dubai from February 19 to 21 2010, prior to the INSOL annual conference. The last module involved the students utilizing web enabled technology which included a virtual court and undertaking real time negotiations for a restructuring plan involving multiple jurisdictions. The platform for this module was made available through the support of the University of British Columbia, Vancouver, Canada. A number of senior judges from around the world took part in Module C in order for the participants to gain experience of court to court situations. The judges included The Hon. Robert Drain, US Bankruptcy Judge, Southern District of New York; The Hon. Sir David Richards, Justice of the High Court, Chancery Division, Royal Courts of Justice, London; The Hon. Justice David Tysoe, Justice of the British Columbia Court of Appeal, Vancouver, Canada; The Hon. Judge Jean-Luc Vallens, Magistrat, Cour Commerciale, Strasbourg, France; The Hon. Justice Rajiv Shakdher, High Court of Delhi, India; The Hon. James Farley, retired, Ontario Superior Court of Justice (Commercial List), Toronto, Canada. Admission to the course is limited to a maximum of 20 candidates each year. "This ensures academic excellence and the opportunity for good personal contact between students and faculty. Potential candidates must already hold a degree or equivalent to be considered for this program and must have a minimum of five years experience in the field. Participants represent the different jurisdictions of the World," INSOL states. Mahesh Uttamchandani, Global Product Leader, Insolvency, Investment Climate Advisory Services, World Bank Group, says, "The fellowship program is a very rewarding investment towards a successful career, both through helping the development of professional skills and through fostering a greater understanding of different jurisdictions' cultures and systems." Professor Ian Fletcher of University College London, a member of the Core Committee responsible for planning the program, states, "Designed and taught by an international Faculty of highly distinguished experts, the INSOL Fellowship Program offers a unique learning experience. It answers a long-felt demand for a benchmark qualification to identify those practitioners who are in the front rank of transnational insolvency practice in today's challenging global market place." "In this current period of global economic crisis, with continuing constraints on capital availability, it is even more important for those involved in assisting both corporates and lenders to have a strong understanding of the differences in approaches to restructuring and insolvency that are likely to be encountered in resolving multinational organizations. This course, drawing on leading lecturers from around the world, brings together both the financial and legal aspects that must be understood in tackling such cases," Sumant Batra, President of INSOL, says. Farrington Yates, Sonnenschein Nath & Rosenthal LLP, Fellow, INSOL International, states, "The program exceeded my expectations for level of instruction, content, and the commitment of my fellow participants. It has been a pleasure to be part of this class" Stathis Potamitis, Potamitisvakris, Fellow, INSOL International, says, "I found the course remarkably rewarding and interesting and the final module was perhaps the richest part of the course, overall. I consider myself fortunate to have had the opportunity to participate. I also found my fellow fellows a wonderful group, knowledgeable, friendly and energetic. The Faculty was obviously excellent, as were the judges. Overall, this course seems far better than other offerings I have come across." Justin Cadman, McLaren Knight, Fellow, INSOL International states, "The whole course was professionally run and administrated from start to finish. INSOL International should be very proud of the course facilitators, support staff and lecturers -- it was their drive and commitment to the course that I think makes it such an informative yet pleasurable learning experience. Keep up the great work -- I will be recommending the course whenever I can." INSOL International -- http://www.insol.org-- is a worldwide federation of national associations of accountants and lawyers who specialize in turnaround and insolvency. It was formed in 1982. There are currently 40 Member Associations with over 9,500 professionals participating as members. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Apr. 20-22, 2010 TURNAROUND MANAGEMENT ASSOCIATION Sheraton New York Hotel and Towers, New York City Contact: http://www.turnaround.org/ Apr. 29, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - East Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 THE COMMERICAL LAW LEAGUE OF AMERICA Midwestern Meeting & National Convention Westin Michigan Avenue, Chicago, Ill. Contact: 1-312-781-2000 or http://www.clla.org/ May 21, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - NYC Alexander Hamilton Custom House, SDNY, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 24, 2010 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference New York Marriott Marquis, New York, NY Contact: 1-703-739-0800; http://www.abiworld.org/ May 11-14, 2010 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Tulane University, New Orleans, La. Contact: 1-703-739-0800; http://www.abiworld.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 3, 2010 AMERICAN BANKRUPTCY INSTITUTE Atlanta Consumer Bankruptcy Skills Training Georgia State Bar Building, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 11-14, 2010 AMERICAN BANKRUPTCY INSTITUTE Hawai.i Bankruptcy Workshop The Fairmont Orchid, Big Island, Hawaii Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 14, 2010 AMERICAN BANKRUPTCY INSTITUTE ABI/NYIC Golf and Tennis Fundraiser Maplewood Golf Club, Maplewood, N.J. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 20, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Fordham Law School, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 23-25, 2010 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 1, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE ABI/UMKC Midwestern Bankruptcy Institute Kansas City Marriott Downtown, Kansas City, Kan. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Oct. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Chicago Consumer Bankruptcy Conference Standard Club, Chicago, Ill. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 15, 2010 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Hilton New Orleans Riverside, New Orleans, La. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 29, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium The Savoy, London, England Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. __, 2010 AMERICAN BANKRUPTCY INSTITUTE Delaware Views from the Bench and Bankruptcy Bar Hotel du Pont, Wilmington, Del. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Detroit Consumer Bankruptcy Conference Hyatt Regency Dearborn, Dearborn, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 9-11, 2010 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, a JW Marriott Resort & Spa, Scottsdale, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Jan. 20-21, 2011 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colo. Contact: 1-703-739-0800; http://www.abiworld.org/ January 26-28, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Distressed Investing Conference Aria Las Vegas Contact: http://www.turnaround.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 (tentative) AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: April 15, 2010 ********* 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 ***