/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100514.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 14, 2010, Vol. 14, No. 132 Headlines 1518 WEST: Retained Interest in Rents Assigned to Mortgagee 2151 HOTEL: Secured Creditor Says Filing Violates Order ALERIS INT'L: Court Confirms Plan of Reorganization ALLEN CAPITAL: Seeks Plan Exclusivity Until July 22 ABITIBIBOWATER INC: To Sell Alabama Sawmill for $4.1 Million ALERIS INT'L: Has Nod for Exit Financing to Support Plan AMERICAN INT'L: CEO Believes Prudential Deal Will Proceed AMERICAN INT'L: Fairholme Capital Holds 18.9% of Common Stock AMERICAN INT'L: Legal Staff Reviews Complex Mortgage Deals AMR CORP: American Has Tentative Labor Deal for Technicians ATRIUM COMPANIES: Amended Reorganization Plan Wins Court Approval AUTOTRADER.COM INC: Moody's Assigns 'Ba3' Corporate Family Rating AUTOTRADER.COM INC: S&P Assigns 'BB+' Corporate Credit Rating AUTOZONE INC: To Release Fiscal Q3 Earnings on May 25 AVENTINE RENEWABLE: CFO Castle to Receive $350,000 Annual Salary BIGLER LP: Intends to Auction Assets on June 16 BANKUNITED FINANCIAL: Plan Exclusivity Extended to Aug. 4 BARZEL INDUSTRIES: Has Plan Exclusivity Extension Until July 12 BEARINGPOINT INC: Creditors to Receive $18MM First Distribution BLACK CROW: Plan Exclusivity Extended Until August 10 BLACK GAMING: Court OKs Hiring of Attorneys BLANCA LLC: Hearing on Continued Access to Cash Set for May 25 BLOCKBUSTER INC: Posts $65.4 Million for First Quarter of 2010 BLOCKBUSTER INC: Shareholder Meyer Wants Director Crystal Ousted BONEYARD LLC: Can Incur Unsecured Financing from Le Plastrier BOYD GAMING: Fitch Affirms Issuer Default Rating at 'B+' BRAMPTON PLANTATION: Section 341(a) Meeting Scheduled for June 7 BROADSTRIPE LLC: Receives Last Exclusivity Extension BROWN ACRES: Case Summary & 20 Largest Unsecured Creditors BUCKEYE TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'Ba2' BWAY CORPORATION: Moody's Assigns 'Ba3' Rating on Senior Notes CAPMARK FINANCIAL: Wins Nod for D&P as Forensics Advisor CAPMARK FINANCIAL: Court Approves More Lazard Work CENTRAL CROSSING: Court OKs Kantor Loan for Tenant Improvements CENTRAL CROSSING: Managing Member to Contribute Cash to Pay Claims CENTRAL CROSSING: Webster Bank Wants Case Dismissed CERTIFIED DIABETIC: Voluntary Chapter 11 Case Summary CHEMTURA CORP: Objects to Forming Diacetyl Tort Committee CHRYSLER LLC: UAW Wants to Get Back Some Concessions CINCINNATI BELL: To Acquire CyrusOne for $525 Million CINEDIGM DIGITAL: Moody's Assigns 'Ba1' Rating on Loan Facility CITADEL BROADCASTING: Shareholders Accused of Disrupting Case CONSECO INC: Files 10-Q; Insurance Policy Income Down 15% in Q1 CONSECO INC: Shareholders Okay Name Change to CNO Financial Group COOPER-STANDARD: Seeks Nod for Add'l Work for Ernst & Young COOPER-STANDARD: Claim Transfers for April 14 to May 6 COOPER-STANDARD: Court Approves Cooper Tire Settlement CRESCENT RESOURCES: U.S. Trustee Objects to Releases DENTON 288: Section 341(a) Meeting Scheduled for June 3 DIPAK DESAI: Washingtons Want Reorganization Case Dismissed DISH NETWORK: March 31 Balance Sheet Upside-Down by $1.85 Billion DISH NETWORK: Reports Results of May 3 Shareholders' Meeting DOMINO'S PIZZA: Posts $24.5-Mil. Net Income for March 28 Quarter DOUGLAS DYNAMICS: S&P Raises Corporate Credit Rating to 'BB-' DOYLE HEATON: Sets June 24 Plan Confirmation Hearing DUANE READE: S&P Raises Corporate Credit Rating From 'B-' E.F.L. PARTNERS: Section 341(a) Meeting Scheduled for June 8 E.F.L. PARTNERS: Wants McCullough Eisenberg as Bankr. Counsel ELECTRICAL COMPONENTS: Wins Confirmation of Prepackaged Plan ENERGY FUTURE: Files Slide Presentation for Investor Meetings ENERGY TRANSFER: Moody's Affirms Ba1 Corporate Family Rating FAIRPOINT COMMS: Confirmation Hearing to Continue July 8 FELIX FHIMA: Files Schedules of Assets and Liabilities FELIX FHIMA: Taps Michael Berger as Bankruptcy Counsel FERMIN ANIEL: Court Sees "Inevitable Foreclosure" & Lifts Stay FISHERMAN'S WHARF: Files Schedules of Assets & Liabilities FISHERMAN'S WHARF: Taps Bush Ross as Bankruptcy Counsel FORD MOTOR: UAW Wants to Get Back Some Concessions FORD MOTOR: Seeks to End Tie-up with Mazda & Changan FRASER PAPERS: Appoints Chief Restructuring Officer FREMONT GENERAL: Signature Plan Wins Court Confirmation GATEHOUSE MEDIA: Posts $17.4-Mil. Net Loss for March 31 Quarter GEMS TV: Asset Auction Set for June 2 GENERAL MOTORS: Cannot Legally Buy Back Former Financing Unit GENERAL MOTORS: UAW Wants to Get Back Some Concessions GIBRALTAR INDUSTRIES: S&P Gives Pos. Outlook; Keeps 'B+' Rating GLOBAL CROSSING: Files Form 10-Q for March 31 Quarter GREG SHANE: Voluntary Chapter 11 Case Summary GRIGIO TTL: Voluntary Chapter 11 Case Summary HCA INC: Offers to Exchange Unregistered Senior Secured Notes HCA INC: Reports $388 Million Net Income for March 31 Quarter HCA INC: Seeks to Raise $2.5 Billion in IPO HEALTHSOUTH CORP: Posts $50-Mil. Profit for First Quarter HELLER ERHMAN: Debtors File New Chapter 11 Liquidation Plan HICKS SPORTS: MLB Commissioner Threatens to Revoke Creditor Liens H.R.S. HOTELS: Case Summary & 20 Largest Unsecured Creditors INN AT MISSOURI: Section 341(a) Meeting Scheduled for June 2 INN AT MISSOURI: Taps Herren Dare as Bankruptcy Counsel JUDY ANN KEETER: Case Summary & 20 Largest Unsecured Creditors KNIGHT-CELOTEX: Ill. Judge Decides Venue Question for N.H. Case KRATOS DEFENSE: Moody's Changes Corporate Family Rating to 'B3' LA BOTA: Gets Court's Nod to Hire Hughes Watters as Bankr. Counsel LAS VEGAS MONORAIL: Ambac Appeals Denial of Ch. 9 Conversion LATSHAW DRILLING: Can Use Lehman Commercial's Cash Until June 4 LE-NATURE'S INC: Seeks $1.5 Bil. in Damages From Wachovia Bank LEARNING CARE: Moody's Withdraws 'B3' Corporate Family Rating LEHMAN BROTHERS: Settlement with Fenway Capital Approved LEHMAN BROTHERS: ISDA Setoff Dispute Going Up on Appeal LEVI STRAUSS: Inks Purchase Agreement with Merrill Lynch LIONS GATE: Shareholders Confirm "Poison Pill" Plan MAGIC BRANDS: U.S. Trustee Forms 5-Member Creditors Committee MERIDIAN RESOURCE: Completes Merger with Alta Mesa MESA AIR GROUP: Gets Nod for Deloitte as Tax Consultant MESA AIR GROUP: Proposes Deloitte & Touche as Auditor MESA AIR GROUP: Proposes PwC as Tax Advisor MID-ARK LUMBER: Case Summary & 20 Largest Unsecured Creditors MON VIEW: Can Sell Mathies Mine to Massey Energy for $3.5MM MONDRIAN TTL: Files for Chapter 11 in Phoenix MORTGAGES LTD: Investors Sue Greenberg Traurig Over Collapse MYMON REALTY: Voluntary Chapter 11 Case Summary NAVISTAR INTL: Registers 2.5MM Shares Under 2004 Incentive Plan NEWPORT WOODS: Voluntary Chapter 11 Case Summary NEXCEN BRANDS: To Sell Franchise Business to Levine Leichtman NORTON CLEARWATER: Case Summary & 10 Largest Unsecured Creditors NIGHTHAWK RADIOLOGY: St. Paul Dispute Won't Affect Moody's Rating NYER MEDICAL: Shareholders Approve Final Liquidating Distribution OAKWOOD PALMETTO: Case Summary & 12 Largest Unsecured Creditors OCEAN PARK HOTELS: Files Chapter 11 in California OSCIENT PHARMA: Hearing on Guardian's Cash Access Set for June 24 PARAMOUNT RESOURCES: S&P Affirms 'B' Corporate Credit Rating PASADENA PLAYHOUSE: Files for Chapter 11 Bankruptcy Protection PATRICK MALONEY: Section 341(a) Meeting Scheduled for June 9 PENN TRAFFIC: Settles Breakup Fee Dispute with Hilco PLANET ORGANIC: Postpones Shareholder's General Meeting to May 14 PRIVE VEGAS: Wins Dismissal of Chapter 11 Case QWEST COMMUNICATIONS: Net Income Narrows to $38-Mil. for Q1 2010 QWEST COMMUNICATIONS: Provides Update on CenturyLink Merger RAYMOND FARMER: Gets Final OK to Use Lenders' Cash Collateral REGENCY ENERGY: Moody's Affirms Ba3 Corporate Family Rating RELATED GROUP: Hands Ownership of 2 Towers to Lenders RENEGADE HOLDINGS: Tobacco Company's Chapter 11 Plan Confirmed RICHARD ALLEN: Section 341(a) Meeting Scheduled for June 3 RICHARD ALLEN: Wants May 31 Deadline for Filing of Schedules RICHFIELD 81: Case Summary & 3 Largest Unsecured Creditors RLC INDUSTRIES: S&P Gives Stable Outlook; Affirms 'B-' Rating RSG FAMILY: Case Summary & 7 Largest Unsecured Creditors RUBICON US: Has $405MM Buyout Offer to Compete with Noteholders RUFFIN ROAD: Voluntary Chapter 11 Case Summary SAINT VINCENTS: Trust Monitor Draws Plan for Malpractice Claims SALLY BEAUTY: Posts $34-Mil. Net Earnings for March 31 Quarter SALLY HOLDINGS: Posts $35.8-Mil. Profit for March 31 Quarter SEDGWICK CMS: S&P Affirms Counterparty Credit Rating at 'B+' SEITEL INC: Posts $22.2 Million Net Loss in Q1 2010 SENSIBLE TECHNOLOGIES: Voluntary Chapter 11 Case Summary SIRIUS XM: Posts $41.5 Million Net Income for First Quarter SOMERHILL GALLERY: Files for Chapter 11 Protection SONRISA PROPERTIES: Plan Outline Hearing Continued Until June 22 SUMNER REGIONAL: Taps Frost Brown as Bankruptcy Co-Counsel SUNSET TOOL: Case Summary & 20 Largest Unsecured Creditors SYNERGEX CORPORATION: Provides Default Status Report Update TELX GROUP: S&P Assigns Corporate Credit Rating at 'B-' TELX GROUP: Moody's Assigns Corporate Family Rating at 'B2' TLC VISION: Bankruptcy Court Confirms Joint Chapter 11 Plan TLC VISION: S&P Withdraws 'D' Corporate Credit Rating UNO RESTAURANT: To Seek Confirmation of Plan on June 21 US CENTRAL: Fitch Assigns New Individual Rating at 'E' US CONCRETE: Posts Wider Net Loss of $26.7 Million in Q1 2010 USGEN NEW ENGLAND: Rejection Damages Limited to Present Value VEBLEN WEST: Has Access to AgStar's Cash Collateral Until May 31 VISTEON CORP: Exclusivity Right to File Plan Extended VISTEON CORP: Order Appointing Pensioner to Committee Vacated WASHINGTON MUTUAL: Securities Holders Call Plan 'Unconfirmable' WOODLAWN APARTMENTS: Case Summary & 18 Largest Unsecured Creditors XERIUM TECHNOLOGIES: Court Confirms Prepackaged Plan YOUNG BROADCASTING: PwC Named as New Independent Auditors for 2009 * Junk Covenants Regress to 2006-2007 Levels, Says Moody's * Default Rates Continue Declining in April, Moody's Says * BOOK REVIEW: The Executive Guide to Corporate Bankruptcy ********* 1518 WEST: Retained Interest in Rents Assigned to Mortgagee ----------------------------------------------------------- Under Illinois law, WestLaw reports, a Chapter 11 debtor- mortgagor, which had owned mixed use real property that had been foreclosed upon and sold by the mortgagee to a third party prepetition, retained an ownership interest in the rents assigned to the mortgagee, notwithstanding the appointment of a receiver in the foreclosure proceedings. The debtor's ownership interest was subject to the mortgagee's "perfected and enforced" security interest in the property, the bankruptcy court noted. The court rejected the mortgagee's argument that, because of its prepetition perfection and enforcement of its security interest in the rents, the funds were not property of the estate but were, instead, the property of the mortgagee and the mortgagee alone. In re 1518 West Chicago Ave., LLC, --- B.R. ----, 2010 WL 1541373 (Bankr. N.D. Ill.). 1518 West Chicago Avenue, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 09-05776) on Feb. 23, 2009, and is represented by Gregory K. Stern, Esq., in Chicago. At the time of the filing, the single-asset real estate debtor estimated its assets and debts at less than $10 million. 2151 HOTEL: Secured Creditor Says Filing Violates Order ------------------------------------------------------- G5 Global Partners IX, LLC, has asked the U.S. Bankruptcy Court for the Southern District of California to dismiss the Chapter 11 bankruptcy case of 2151 Hotel Circle South LLC. G5 Global, a secured creditor of the Debtor, claims that the case was unlawfully filed for a third time by the Debtor. G5 Global says: -- First, the Debtor filed its third petition squarely within the 180 day prohibited period following the dismissal by the Court as a sanction; -- Second, Debtor's re-filing of the bankruptcy case in San Diego is a direct violation of a court order. When the Court dismissed the Debtor's second bankruptcy in the Central District, the Honorable Maureen Tighe ordered that the Debtor will not re-file a bankruptcy petition unless it first obtains a stipulation from the secured creditors. The Debtor hasn't obtained and requested a stipulation before re-filing; and -- Third, the Debtor admittedly utilized cash collateral for several months without the lender's consent or the Court's authority. As of May 3, 2010, it is suspected that the Debtor has used more than $800,000 cash collateral. There has never been a repayment or an accounting of the unlawful use of cash collateral. The Debtor has objected to G5 Global's request to dismiss the bankruptcy case. The Debtor said that some of G5 Global's assertions are true, "some are irrelevant, and some are wildly twisted beyond any reasonable comprehension. The Debtor denied that that its bankruptcy case was filed in conflict with Judge Tighe's ruling, and that it is improperly using cash collateral. "This case was not filed in bad faith, or just in an attempt to delay the inevitable. The Debtor first obtained a written commitment from a third-party to buy the hotel for $14 million, more than enough to pay off the lender and all other non-insider creditors, and then obtained a six-figure deposit into escrow, before it filed its current petition. It has a pending motion before the Court to approve this sale. The Court should deny the motion to dismiss, grant use of cash collateral, and hear and approve the motion to sell on June 17, 2010. The Debtor will then be in a position to have its own case dismissed, as part of a payment in full of all creditor claims (including al UST quarterly fees due), and thus conclude a highly-successful Chapter 11 case," the Debtor stated. G5 Global is represented by Perkins Coie LLP. About 2151 Hotel Woodland Hills, California-based 2151 Hotel Circle South LLC filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D. Calif. Case No. 10-07330). Stuart J. Wald, Esq., at the Law Offices of Stuart J. Wald, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. ALERIS INT'L: Court Confirms Plan of Reorganization --------------------------------------------------- Aleris International, Inc. disclosed that the U.S. Bankruptcy Court in Delaware entered an order confirming the company's Plan of Reorganization. The Plan received substantial support from key U.S. and European secured creditors as well as unsecured creditors. With this action, Aleris expects the Plan to become effective and the Company and its wholly-owned co-debtors to emerge from Chapter 11 as a private Company on or around June 1. Steven J. Demetriou, Aleris Chairman and CEO, said, "We are extremely pleased to receive court approval of our Plan of Reorganization and look forward to exiting Chapter 11 in just a matter of weeks. We have used the past 15 months and this process to substantially reduce our debt, strengthen our balance sheet, and significantly enhance our competitive profile with new financial flexibility and a streamlined operating structure that preserves all of our businesses while reducing costs. "We expect to emerge as a well capitalized downstream aluminum company with excellent liquidity, a committed ownership group, and a robust production platform designed to capitalize on the industrial economic recovery," Mr. Demetriou continued. "We are driving the Aleris Operating System (AOS) initiative which uses Lean Sigma tools to develop standardized global processes throughout the organization in order to drive quality and value for customers in the markets we serve. In doing so we will be even better able to satisfy the needs of our customers and to continue building Aleris into a global aluminum Company that will benefit our business partners and employees for years to come. "I am especially appreciative for all of our hard-working employees around the world who have helped make our restructuring a success and who will be an important part of our future. I also want to thank the Aleris Board of Directors for their support and counsel during this process. Finally, I am also grateful for the support and confidence that our creditors demonstrated by voting overwhelmingly in favor of the plan and participation in the rights offering and exit financing," Demetriou added. As previously announced, upon the effective date, Aleris will be a privately held company that will be majority owned by its existing secured creditors led by certain investment funds managed by Oaktree Capital Management, L.P., affiliates of Apollo Management, L.P. and Sankaty Advisors, LLC, respectively. These entities have committed to invest up to $690 million in the reorganized company in a rights offering comprised of $45 million in 10 year unsecured Notes and up to $645 million in new equity. Proceeds from the rights offering will be used to repay outstanding DIP loans and pay fee expenses associated with emergence. Additionally, the Company has received court approval to enter into a new fully committed $500 million asset based revolving credit facility upon emergence. Aleris Deutschland Holding GmbH ("ADH"), a non-operating holding company with no employees or operating assets and that conducts no commercial business, was included as part of the overall Aleris Plan of Reorganization and is also expected to emerge from Chapter 11 on or about June 1. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALLEN CAPITAL: Seeks Plan Exclusivity Until July 22 --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Allen Capital Partners LLC and subsidiary DLH Master Land Holding LLC ask the Bankruptcy Court to extend their exclusive period to propose a Chapter 11 plan until July 22. The Debtors say that 15 potential investors have signed confidentiality agreements enabling receipt of detailed financial information that could lay the basis for a reorganization or acquisition. San Diego, California-based Allen Capital Partners, LLC, dba The Allen Group, filed for Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D. Tex. Case No. 10-30562). Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., assists the Company in its restructuring effort. Lain, Faulkner & Co. is the Debtor's financial advisor. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities in its petition. The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The Allen Group -- filed a separate Chapter 11 bankruptcy petition. ABITIBIBOWATER INC: To Sell Alabama Sawmill for $4.1 Million ------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc. has a contract to sell 107 acres and a non-operating sawmill in Marshall County, Alabama, for $4.1 million in cash to Progress Rail Corp. The mill hasn't generated revenue since 2005 and permanently closed in November. The hearing for approval of the sale is set for May 26. About AbitibiBowater AbitibiBowater 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 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada 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). ALERIS INT'L: Has Nod for Exit Financing to Support Plan -------------------------------------------------------- Aleris International Inc. received approval from the Bankruptcy court of a $500 million asset-backed loan to provide financing when it emerges from Chapter 11. Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware -- heath@rlf.com -- related that to finance their administrative expenses incurred in connection with their emergence from bankruptcy, permit the refinancing of loans and the rollover of existing letters of credit outstanding under the current DIP Asset-Based Lending Credit Facility, and to provide for their working capital needs and general corporate requirements, the Debtors have a first-lien senior secured asset- based financing for $500 million. The Exit ABL Facility will be entered into on or after the Effective Date by certain of the Reorganized Debtors, he says. Accordingly, the Debtors sought the Court's permission to enter into the Commitment Letter, including the term sheet, and the related Fee Letters with: (a)(i) Bank of America, N.A., as administrative agent; Bank of America Securities, LLC, as lead arranger; and (ii) J.P. Morgan Securities Inc., as lead arranger; (b)(i) BofA Securities; (ii) JPM Securities; (iii) Barclays Bank PLC; (iv) Deutsche Bank Securities Inc.; and (v) UBS Securities LLC; (c)(i) RBS Business Capital, a division of RBS Asset Financing, Inc., a subsidiary of RBS Citizens, N.A.; and (ii) KeyBank National Association, each as a senior managing agent; (d) JPM Securities as syndication agent; (e) Bank of America, Deutsche Bank AG New York Branch AG and JPMorgan Chase Bank, N.A., each as Co-Collateral Agent; (f) Barclays, DB and UBS, each as a Co-Documentation Agent; and (g) the parties who have committed to fund the Exit ABL Facility. The Commitment Parties intend to syndicate the exit ABL Facility to one or more other financial institutions reasonably acceptable to the Borrowers and to Oaktree Capital Management L.P. and Apollo ALS Holdings, L.P. The Commitment Letter and the Exit ABL Facility The major terms of the Commitment Letter are: The Commitment: The total commitment is $500 million. Fees: The aggregate amount of fees associated with the structuring, underwriting, commitment, and arrangement of the Exit ABL Facility is up to approximately $16 million. Fee payable under the Fee Letters will be paid upon the closing of the Exit ABL Facility. Expense Reimbursement: The Debtors agree to reimburse fees and expenses of the Arrangers and their affiliates arising in connection with the Commitment Letter, consummation of the Plan, entry into the Exit ABL Facility, and syndication of the loans. Reimbursable fees and expenses will be paid upon the closing of the Exit ABL Facility. Indemnification: The Debtors agree to indemnify and hold harmless the Administrative Agent, the Arrangers, the Co-Collateral Agents, the Senior Management Agents, the Syndication Agent, and each other agent or co-agent designated in connection with the ABL Exit Facility, each lender, and its affiliates, successors and assigns. Expiration of Commitment: 5:00 p.m., New York time, on August 6, 2010, unless prior to that time the Plan will have become effective and the financing consummated. A full-text copy of the Commitment Letter is available for free at http://bankrupt.com/misc/Aleris_CommitmentLetter.pdf The Debtors have also sought the Court's approval to file under seal the closing fee letter and certain fee letters relating to their proposed exit-financing. The Debtors assert that the information contained in the Fee Letters falls squarely within the scope of protection offered by Section 107(b) of the Bankruptcy Code. According to the Debtors, the Fee Letters contain confidential commercial information regarding the fees, individual commitment amounts, minimum hold amounts, and other terms agreed to among the Debtors and the Commitment Parties in order to effectuate and implement the Exit ABL Facility. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) AMERICAN INT'L: CEO Believes Prudential Deal Will Proceed --------------------------------------------------------- Reuters' Paritosh Bansal reports that a source familiar with the matter said American International Group Inc Chief Executive Robert Benmosche told employees he is confident the $35.5 billion deal to sell its Asian life insurance unit would move forward. According to Reuters, the source said Mr. Benmosche made the comments about the deal with Britain's Prudential Plc at a meeting in New York on Monday. The source declined to be named because the meeting was not public. AIG and Prudential have been in talks to restructure the deal. Reuters, citing media reports, says the talks include cutting the $25 billion cash component of the deal by $2 billion. According to The Financial Times, AIG may subscribe to $2 billion of a new Prudential loan or hybrid security. As reported by the Troubled Company Reporter on May 12, 2010, Serena Ng at The Wall Street Journal related that people familiar with the matter said AIG and Prudential are in talks to revise the composition of their $35.5 billion deal for AIA Group Ltd., also known as American International Assurance, AIG's largest Asian life insurance business. The Journal said Prudential is looking for ways to appease U.K. regulators' concerns about its capital position so that it can move forward with a share sale to raise cash for its acquisition of AIA. As reported by the Troubled Company Reporter on March 2, 2010, AIG unveiled a definitive agreement for the sale of AIA to Prudential for roughly $35.5 billion, including roughly $25 billion in cash, $8.5 billion in face value of equity and equity-linked securities, and $2.0 billion in face value of preferred stock of Prudential, subject to closing adjustments. About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. In September 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Fairholme Capital Holds 18.9% of Common Stock ------------------------------------------------------------- Fairholme Capital Management, L.L.C., Bruce R. Berkowitz and Fairholme Funds, Inc., disclosed holding in the aggregate 25,467,800 shares or roughly 18.9% of the common stock of American International Group, Inc., as of April 30, 2010. The AIG shares are owned, in the aggregate, by various investment vehicles and accounts managed by Fairholme. According to the firm's disclosure, 23,283,800 shares are owned by The Fairholme Fund, a series of Fairholme Funds, Inc. Mr. Berkowitz acts as Managing Member of FCM and as President of Fairholme Funds, has voting or dispositive power over all shares beneficially owned by FCM, he is deemed to have beneficial ownership of all such shares. About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. In September 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Legal Staff Reviews Complex Mortgage Deals ---------------------------------------------------------- The Wall Street Journal's Erik Holm and Serena Ng report that American International Group Inc.'s Chief Executive Robert Benmosche said at the Company's annual meeting that its legal staff is scrutinizing complex mortgage deals AIG insured before its government rescue, and will take action if it concludes the transactions wrongly harmed AIG. According to the Journal, Mr. Benmosche made his remarks in response to a question from an investor about Goldman Sachs Group Inc., which is facing a civil suit by the Securities and Exchange Commission over a mortgage deal known as a collateralized debt obligation. The Journal recalls that deal -- dubbed Abacus 2007- AC1 -- wasn't insured by AIG, though the bailed-out insurer previously worked with Goldman on other "Abacus" transactions. Goldman has denied wrongdoing in the case. "We are looking at all activities from that period," Mr. Benmosche said, according to the Journal. "To the extent we find something wrong that harmed AIG inappropriately, our legal staff will take appropriate action." On May 7, 2010, AIG reported net income attributable to the Company of $1.5 billion for the first quarter of 2010, or $2.16 per diluted common share, compared to a net loss of $4.4 billion or $(39.67) per diluted common share in the first quarter of 2009. First quarter 2010 adjusted net income was $809 million, compared to an adjusted net loss of $2.1 billion in the first quarter of 2009. Financial Services reported a first quarter 2010 operating loss before net realized capital gains (losses) and the effect of hedging activities that did not qualify for hedge accounting treatment of $474 million, compared to a $1.1 billion operating loss in the first quarter of 2009. AIG Financial Products Corp., which is in the process of winding down its businesses and portfolios, reported a $298 million operating loss in the first quarter of 2010, compared to a $1.1 billion operating loss in the first quarter of 2009, primarily due to lower interest expense on intercompany borrowings and the effect on operating results related to the continued wind- down of AIGFP's portfolios along with a market valuation gain in 2010 compared to a loss in 2009 on its super senior credit default swap portfolio. These positive results were partially offset by the significant decrease related to the net effect of changes in credit spreads on the valuation of AIGFP's assets and liabilities. International Lease Finance Corporation reported a $56 million operating loss in the first quarter of 2010, due solely to impairment charges taken on announced aircraft sales, compared to operating income of $316 million in the first quarter of 2009. On April 13, 2010, ILFC contracted to sell a portfolio of aircraft and, due to current market conditions, recorded asset impairment losses aggregating $347 million and operating lease related charges aggregating $84 million related to those and other aircraft in the quarter. Stronger rental revenues driven by a larger aircraft fleet, lower operating expenses, and lower composite borrowing rates were partially offset by higher depreciation expense and provision for overhauls when compared to the first quarter of 2009. In 2010, ILFC was able to access the credit markets on both a secured and unsecured basis and raised approximately $4.0 billion to meet its financial and operating obligations, as well as to extend $2.2 billion of its revolving credit facility. American General Finance, Inc., reported a first quarter 2010 operating loss of $132 million compared to an operating loss of $203 million in the first quarter of 2009, reflecting a decline in the provision for loan losses resulting from improved delinquency rates, lower interest expense due to lower average debt balances, and lower operating expenses due to management expense reductions across all AGF operations. These favorable variances were partially offset by a decline in finance charge revenues reflecting lower average net receivables. Since year-end 2009, AGF received cash proceeds of more than $500 million from a $1.0 billion asset securitization in March 2010 and executed and fully drew down a $3.0 billion secured term loan transaction in April 2010. AGF used a portion of the proceeds from these transactions, cash on hand and proceeds from AIG's repayment of two demand promissory notes to repay all of its outstanding obligations under its $2.45 billion one-year term loans in March 2010 and its $2.125 billion five-year revolving credit facility in April 2010 (both of which were due in July 2010). At March 31, 2010, AIG had total assets of $863.697 billion; total liabilities of $760.038 billion; redeemable noncontrolling interests in partially owned consolidated subsidiaries of $1.940 billion; noncontrolling interests, including noncontrolling nonvoting, callable, junior and senior preferred interests held by Federal Reserve Bank of New York, of $26.718 billion; resulting in $101.719 billion total equity. A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?61e2 A full-text copy of the Company's Form 10-Q report is available at no charge at http://ResearchArchives.com/t/s?61e3 About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. In September 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMR CORP: American Has Tentative Labor Deal for Technicians ----------------------------------------------------------- Missy Latham, American Airlines labor spokesperson, said on May 8, 2010, American Airlines and the Transport Workers Union have reached a tentative agreement in principle for the Maintenance Control Technician workgroup, previously known as the Technical Specialist workgroup. "Agreement has now been reached on all contracts related to our maintenance organization. This is the third tentative agreement reached this week," according to Ms. Latham. "Similar to the other two tentative agreements reached earlier this week with the Mechanic & Related and Material Logistics Specialist workgroups, this tentative agreement provides our Maintenance Control Technicians with market-based compensation, including structural increases, and enhancements to other contract items such as vacation, holidays and sick leave. It also provides American with improved efficiency in the field work assignments this workgroup oversees. "Both parties worked collaboratively during this negotiating process to reach a tentative agreement that addresses the interests of our TWU-represented employees and the company. "It is our understanding that the TWU negotiating committee is recommending that this tentative agreement goes to the membership for consideration and ratification. The union will provide details regarding its terms and the voting process to its members in the coming days. "American Airlines has more than 50,000 employees represented by unions, including approximately 90 under this tentative agreement." About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. ATRIUM COMPANIES: Amended Reorganization Plan Wins Court Approval ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware confirmed Atrium Companies, Inc.'s second amended Plan of Reorganization. The Plan provides for the reorganization of the Debtors as a going concern and is based on a settlement among the Debtors, the Senior Secured Agent and the Ad Hoc Group of Senior Secured Lenders. Among other things, the Plan contemplates one of two restructuring alternatives: * New Value Alternative. This restructuring option contemplates an equity investment from Kenner & Company, Inc., the Debtors' current equity sponsor, and certain other potential investors, of $125,000,000, in exchange for 92.5% of Reorganized Atrium's New Common Stock (subject to dilution on account of the Management Equity Incentive Plan), which will be applied to the distribution to the Holders of Senior Secured Claims. The New Value Alternative further contemplates that Reorganized Atrium will obtain new secured loans in an aggregate amount equal to at least $250,000,000, the proceeds of which will be applied to satisfy the Claims of Holders of Senior Secured Claims. For the New Value Alternative to be implemented, valid and binding commitments to provide the equity investment and new secured loans must be delivered to and approved by the Senior Secured Agent and the Ad Hoc Group of Senior Secured Lender within 45 days of the Petition Date. * Stand-Alone Alternative. If these commitments are not delivered to or approved by the Senior Secured Agent and the Ad Hoc Group of Senior Secured Lenders by the New Value Alternative Deadline, the Plan provides for implementation of the Stand-Alone Alternative, which contemplates that Holders of Senior Secured Claims will receive, on a Pro Rata basis, a share of (a) a new first-priority senior secured term loan totaling $200,000,000 and (b) 98% of Reorganized Atrium's New Common Stock (subject to dilution on account of the Management Equity Incentive Plan). Notably, the New Value Alternative -- and its contemplated investment from Kenner -- is subject in all respects to higher and better offers. Indeed, the Debtors' proposed financial advisor and investment banker, Moelis & Company, LLC, has already started an open and thorough marketing process to ensure that the value of the Debtors' estates is maximized for the benefit of all stakeholders. In connection with the New Value Alternative, Holders of 11.0% Senior Subordinated Notes Claims will receive a Pro Rata share of 2.5% of Reorganized Atrium's New Common Stock and Holders of 15.0% Senior Subordinated Notes Claims will receive a Pro Rata share of 5.0% of Reorganized Atrium's New Common Stock. If the Stand-Alone Alternative is implemented, Holders of 11.0% Senior Subordinated Notes Claims and Holders of 15.0% Senior Subordinated Notes Claims will together receive a Pro Rata share of 2.0% of Reorganized Atrium's New Common Stock. Any distribution to Holders of Senior Subordinated Notes Claims is contingent -- in either restructuring scenario -- on (a) the Class of Holders of 11.0% Senior Subordinated Notes and the Class of Holders of 15.0% Senior Subordinated Notes voting to accept the Plan and (b) 100% of the Holders of the 11.0% Senior Subordinated Notes Claims agreeing to waive their Priority Rights under the Senior Subordinated Notes Indenture. In the event either or both of the foregoing conditions are not satisfied, the recoveries otherwise to be afforded to Holders of Senior Subordinated Notes Claims will be distributed to the prepetition senior secured lenders. The Plan further contemplates that under either the New Value Alternative or the Stand-Alone Alternative, holders of qualified unsecured trade claims will receive payment in full in cash on account of such claims following execution of a qualified vendor support agreement. Moreover, holders of allowed general unsecured claims will receive the lesser of (i) $0.04 on account of each dollar of the holder's allowed general unsecured claim and (ii) on a Pro Rata basis, a share of a $200,000 cash distribution. A full text copy of the second modified Plan of Reorganization is available for free at: http://bankrupt.com/misc/AtriumCorp_AmendedPlan.pdf About Atrium Companies Atrium Companies, Inc. -- http://www.atrium.com/-- manufactures residential vinyl and aluminum windows and patio doors in North America. Atrium and its U.S. subsidiaries filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court in Delaware on January 20, 2010 (Bankr. D. Del. Case No. 10-10150). The Company's Canadian subsidiary also initiated reorganization proceedings under the Companies' Creditors Arrangement Act (CCAA) in the Ontario Superior Court of Justice in Toronto. The Chapter 11 petition says that debts range from $100 million to $500 million. The Company's legal advisors are Kirkland & Ellis in the U.S. and Goodmans LLP in Canada. Moelis & Company is serving as financial advisor. Garden City Group Inc. serves as claims and notice agent. AUTOTRADER.COM INC: Moody's Assigns 'Ba3' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned AutoTrader.com, Inc., a Ba3 Corporate Family Rating, and a B1 Probability of Default Rating, and also assigned Ba3 ratings to the company's proposed $100 million senior secured revolving credit facility, $100 million senior secured term loan A facility and $325 million senior secured term loan B facility. These are first-time ratings for ATC. Proceeds from the financing will be used to pay a distribution to ATC's owners, including Cox Enterprises, Inc. (Baa3 senior unsecured). CEI currently owns about 90% of ATC, but it recently announced on May 5, 2010, that it has agreed to sell a 25% equity stake in ATC to Providence Equity Partners which will lower its ownership to about 68% though still maintaining control of the company. The rating outlook is stable. Assignments: Issuer: AutoTrader.com -- Corporate Family Rating, Assigned Ba3 -- Probability of Default Rating, Assigned B1 -- $100 Million Senior Secured Revolving Credit Facility, Assigned Ba3, LGD3-30% -- $100 Million Senior Secured Term Loan A Facility, Assigned Ba3, LGD3-30% -- $325 Million Senior Secured Term Loan B Facility, Assigned Ba3, LGD3-30% ATC's Ba3 CFR is largely driven by the strong cash flows the company generates from its position as a leading seller of digital automotive advertising, its significant level of subscription based revenues largely derived from automotive listings and control by fiscally conservative CEI. The rating incorporates Moody's expectation that ATC will grow both organically and through acquisitions and that it will sustain debt-to-EBITDA leverage (incorporating Moody's standard adjustments) between 2.5x and 3.0x. These strengths, however, only partially offset ATC's key business risks including the company's relatively short operating history, small scale, narrow business focus and vulnerability to the health of automobile sales, mainly used autos which is driven by consumer spending, particularly in the future as organic growth moderates. In addition, there is a significant level of competition in the sale of digital automotive advertising and listings. Further, Moody's believes there are only moderate entry barriers. The stable rating outlook reflects Moody's expectation that ATC will modestly expand its dealership footprint, continue to garner market share, and grow both revenues and cash flow. The outlook also factors in the potential for acquisitions, but assumes that leverage will remain stable. The credit facilities will be secured by a first priority interest in and lien on substantially all of ATC's assets. Further, the debt will be guaranteed by all existing and future domestic subsidiaries. The facilities are rated the same as the Ba3 CFR due to the absence of claims that would otherwise afford debt cushion for secured lenders. The Ba3 ratings for the debt instruments reflect both the overall probability of default for ATC, to which Moody's has assigned a B1 PDR, and a below-average mean family loss given default assessment of 35% (or an above-average mean family recovery estimate of 65%), in line with Moody's LGD Methodology and typical treatment for an all-first-lien senior secured debt capital structure. ATC's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of ATC's core industry and ATC's ratings are believed to be comparable to those of other issuers of similar credit risk. AutoTrader.com, Inc., with its headquarters in Atlanta, GA, is the Internet's leading automotive classifieds marketplace and consumer information website. ATC is controlled by Cox Enterprises, Inc. Pro forma for the 25% equity stake sale, ownership will be split between CEI (68%), Providence Equity Partners (25%), Kleiner Perkins (6%) and ATC's management and other stockholders (less than 2%). AUTOTRADER.COM INC: S&P Assigns 'BB+' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' corporate credit rating to AutoTrader.com, subsidiary of Cox Enterprises Inc. The rating outlook is stable. At the same time, S&P assigned ratings to AutoTrader.com's proposed $525 million senior secured credit facilities. S&P rated the facilities 'BB+' (at the same level as the 'BB+' corporate credit rating on the company) with a recovery rating of '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The credit facilities consist of a $325 million term loan B due 2016, a $100 million revolving credit facility due 2015, and a $100 million term loan A due 2015. The company plans to use net proceeds to redeem outstanding shares of AutoTrader.com's common stock. Pro forma for the proposed transaction, total debt outstanding is approximately $475 million. Following the sale of a 25% equity stake in AutoTrader.com to Providence Equity Partners, Cox will have a 68% ownership and operating control. The transactions do not affect S&P's rating on Cox, which, in its view, continues to be supported by the company's core cable television business and a tempered financial policy. "The 'BB+' corporate credit rating reflects the intense competition of the online automotive classified market, AutoTrader.com's concentration of earnings from this market, and some cyclicality in the business," said Standard & Poor's credit analyst Jeanne Shoesmith. "The company's leading market share, strong brand, good discretionary cash flow, and moderate credit measures somewhat offset these negative factors." S&P also factored in imputed support from Cox, which will retain a majority ownership stake in the company. On a standalone basis, AutoTrader would have been rated in the 'BB' category. While S&P does not view the AutoTrader.com debt as a Cox obligation, given the significant value of its ownership position, S&P believes it likely that Cox would provide a limited degree of credit support to AutoTrader.com. AutoTrader.com is the world's largest automotive classifieds marketplace and consumer information Web site. The company competes with other online Web sites, as well as traditional print and newspaper classified advertising. Although the company has benefited from advertising spending shifting from print to online platforms, traditional media still captures the majority of automotive advertising. AutoTrader generates roughly 80% of its revenues from auto dealers, largely from monthly subscriptions and advertising. The next largest source of revenue is national advertising from auto dealer groups and manufacturers, at 14% of revenues. The company has a diverse revenue stream, with no client accounting for more than 2% of revenues in 2009. AUTOZONE INC: To Release Fiscal Q3 Earnings on May 25 ----------------------------------------------------- AutoZone, Inc., will release results for its fiscal third quarter ended May 8, 2010, before market open on May 25, 2010. The Company will host a one hour conference call that day, beginning at 10:00 a.m. (EDT), to discuss the results of the quarter. This call is being web cast and can be accessed, along with supporting slides, at AutoZone's Web site at http://www.autozoneinc.com/ Investors may also listen to the call via the phone by dialing (210) 839-8923. In addition, a telephone replay will be available by dialing (203) 369-1211 through June 1, 2010, 11:59 p.m. (EDT). In March 2010, the Company said net income increased to $123,333,000 for the 12 weeks ended February 13, 2010, from net income of $115,864,000 for the 12 weeks ended February 14, 2009. Net income increased to $266,633,000 for the 24 weeks ended February 13, 2010, from net income of $247,235,000 for the 24 weeks ended February 14, 2009. Net sales were $1,506,225,000 for the 12 weeks ended February 13, 2010, from $1,447,877,000 for the 12 weeks ended February 14, 2009. Net sales were $3,095,469,000 for the 24 weeks ended February 13, 2010, from $2,926,169,000 for the 24 weeks ended February 14, 2009. As of February 14, 2010, the Company had $5,424,992,000 in total assets, including $2,648,713,000 in total current assets; against total current liabilities of $2,749,324,000; debt of $2,774,700,000; and other liabilities of $322,639,000; resulting in stockholders' deficit of $421,671,000. About AutoZone As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc. (NYSE:AZO) sells auto and light truck parts, chemicals and accessories through 4,289 AutoZone stores in 48 U.S. states plus the District of Columbia and Puerto Rico and 202 stores in Mexico. AutoZone is a retailer and distributor of automotive replacement parts and accessories in the United States. AutoZone does not derive revenue from automotive repair or installation. AVENTINE RENEWABLE: CFO Castle to Receive $350,000 Annual Salary ---------------------------------------------------------------- To recall, Aventine Renewable Energy Holdings, Inc., in April named former White Energy, Inc. CEO John W. Castle to serve as its Chief Financial Officer. The Company and John W. Castle entered into an employment agreement with a term beginning on May 5, 2010, and expiring on December 31, 2012. The terms of the Castle Employment Agreement provide for, among other things, (i) a base annual salary of $350,000, (ii) a guaranteed minimum 2010 bonus of $350,000, and after 2010, an annual bonus with a target of at least 100% of Mr. Castle's base salary and an opportunity to earn an incentive bonus of up to another 100% of Mr. Castle's base salary each year, in each case based on attainment of performance metrics as determined by the Chief Executive Officer of the Company and approved by the Board of Directors of the Company or the compensation committee of the Board. About Aventine Renewable Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc. (Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a producer and marketer of ethanol to many leading energy companies in the United States. In addition to ethanol, Aventine also produces distillers grains, corn gluten meal, corn gluten feed, corn germ and brewers' yeast. Morgan Stanley Capital Partners IV bought Aventine in May 2003 from Williams Cos. Aventine had a public offering in May 2006. The Morgan Stanley group retained 28% of the stock at year's end. The Company and its affiliates filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case No. 09-11214). Joel A. Waite, Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt & Taylor, serves as bankruptcy counsel to the Debtors. Davis Polk & Wardwell is special tax counsel and Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor. Garden City Group, Inc., has been engaged as claims agent. Scott D. Cousins, Esq., and Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serve as counsel to the official committee of unsecured creditors. When it filed for bankruptcy protection from its creditors, Aventine Renewable listed between $100 million and $500 million each in assets and debts. The Court confirmed on February 24, 2010, the Company's plan of reorganization. The Company emerged from Chapter 11 on March 15, 2010. BIGLER LP: Intends to Auction Assets on June 16 ----------------------------------------------- Bill Rochelle at Bloomberg News reports that Bigler LP intends on holding an auction to sell all the assets. While no buyer is yet under contract, Bigler proposes a June 16 auction, with bids due June 11. The Debtor will present the results of the auction on June 23. Bigler said it intends on selling the assets in three lots, composed of the petrochemical business, the terminals, and a tract of 145 acres of unimproved land. About Bigler LP Houston, Texas-based Bigler LP is a diversified petrochemical producer. Bigler has production and storage facilities on 271 acres on the Houston Ship Channel. Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston (Bankr S.D. Tex. Case No. 09-38188). The petition listed assets of $233 million against debt totaling $151 million. Liabilities include $67 million owed to secured lender Amegy Bank NA, which has a lien on all assets. Secured lender Amegy Bank is represented by Porter & Hedges LLP. BANKUNITED FINANCIAL: Plan Exclusivity Extended to Aug. 4 --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that BankUnited Financial Corp. asked for an extension of its exclusive right to propose a reorganization plan extended until 90 days after it files the fiscal 2008 tax return. BankUnited said that tax attributes, which total value are not known until the return is filed, are among the "most valuable assets." However, with opposition from the creditors' committee, the extension was granted only until Aug. 4. About BankUnited Financial BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. The Company and its affiliates filed for Chapter 11 on May 22, 2009 (Bankr. S.D. Fla. Lead Case No. 09-19940). Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent the Debtors as counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial Corp. said it has assets of $37,729,520 against debts of $559,740,185. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120,000,000 and $118,171,000 on account of senior notes. BARZEL INDUSTRIES: Has Plan Exclusivity Extension Until July 12 --------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Barzel Industries Inc. received a July 12 extension of the exclusive right to propose a liquidating Chapter 11 plan. In its request for a second extension, Barzel said it is deciding whether "a liquidating plan is feasible or not." About Barzel Industries Norwood, Massachusetts-based Barzel Industries, Inc., processes and distributes steel. The Company manufactures steel for the construction and industrial manufacturing industries, and produces finished commercial racking products. Barzel recorded assets of $370,145,000 against debts of $375,412,000 as of May 30, 2009. Barzel Industries -- aka Novamerican Steel Inc. and Symmetry Holdings Inc. -- and seven affiliates filed for Chapter 11 on September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge Christopher S. Sontchi presides over the cases. J. Kate Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington, Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick, Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington, Delaware, serve as legal counsel. On the same day, the Company filed applications for relief under the Canadian Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice -- Commercial List. Barzel Industries and substantially all of its U.S. and Canadian subsidiaries have an Asset Purchase Agreement with Chriscott USA Inc. and 4513614 Canada Inc. pursuant to which the Buyer will purchase substantially all of the assets of the Sellers for $65.0 million in cash, subject to certain adjustments, and assume certain liabilities from the Sellers associated with the purchased assets. The deal is subject to approval by both U.S. and Canadian Courts. BEARINGPOINT INC: Creditors to Receive $18MM First Distribution --------------------------------------------------------------- The BearingPoint, Inc. Liquidating Trust disclosed that the Trust will make an initial distribution to the unsecured creditors of BearingPoint, Inc. and its affiliated debtors in the amount of $18,000,000. Checks will be mailed to holders of Allowed General Unsecured Claims. "We are happy to make such a large initial distribution to our unsecured creditors so quickly," said John DeGroote, President of John DeGroote Services, LLC, who serves as Liquidating Trustee to the Trust. "Returning funds to creditors is the primary mission of the Trust, and I am proud of the team that has made this happen." Since filing for chapter 11 protection in 2009, BearingPoint, Inc. and its debtor affiliates ("BearingPoint") and the Trust have returned $438.8 million to BearingPoint's creditors, including payment in full to their secured lenders, full satisfaction of BearingPoint, Inc.'s Paid Time Off obligations to former employees, $2 million to additional administrative creditors, and, with this distribution, $18 million to unsecured creditors. "This distribution represents a return to unsecured creditors consistent with that anticipated under our Plan, and I am happy we can now focus on preference claims, affirmative litigation and other pursuits to materially enhance distributions to unsecured creditors," DeGroote said. Currently, the Trust is retaining approximately $17 million in liquidity, exclusive of potential future collections, to fund its remaining administrative obligations and make additional distributions to unsecured creditors. " The Trust has been very careful to ensure that it has adequate liquidity to address the estate's future needs and objectives," said AlixPartners Managing Director David Johnston, the lead financial advisor to the Trust and former CFO of BearingPoint. The Trust currently anticipates and intends to make at least one more distribution to unsecured creditors by the end of 2010. "Subsequent distributions will primarily hinge on litigation recoveries," DeGroote said. About BearinPoint Inc. BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of the world's largest providers of management and technology consulting services to Global 2000 companies and government organizations in more than 60 countries worldwide. BearingPoint, Inc., fka KPMG Consulting, Inc., together with its units, filed for Chapter 11 protection on February 18, 2009 (Bankr. S.D.N.Y., Case No. 09-10691). The Debtors' legal advisor is Weil, Gotshal & Manges, LLP, their restructuring advisor is AlixPartners LLP, and their financial advisor and investment banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham McCutchen LLP represents the Creditors' Committee. Garden City Group serves as claims and notice agent. BearingPoint disclosed total assets of $1.655 billion and debts of $2.201 billion as of December 31, 2008. On the petition date, BearingPoint filed a Chapter 11 plan of reorganization negotiated with lenders prepetition. BearingPoint, however, changed course and has instead pursued a sale of its units, after determining that creditor recoveries would be maximized through sales of the businesses. On December 22, 2009, the Bankruptcy Court entered an order confirming the Debtors' Modified Second Amended Joint Plan Under Chapter 11 of the Bankruptcy Code, dated December 17, 2009. On December 30, 2009, the Debtors satisfied the conditions precedent to the effectiveness of the Plan and on December 31, 2009, a Notice of Effective Date of the Plan was filed with the Bankruptcy Court. BLACK CROW: Plan Exclusivity Extended Until August 10 ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida extended Black Crow Media Group, LLC., et al.'s exclusive periods (i) to propose a Chapter 11 plan until August 10, 2010, and (ii) solicit acceptances for the proposed plan until October 11. Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. The Company filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172). The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. Mariane L. Dorris, Esq., and R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. BLACK GAMING: Court OKs Hiring of Attorneys ------------------------------------------- BankruptcyData.com reports that a bankruptcy judge in Nevada authorized Black Gaming to employ Holland & Hart as special timeshare counsel, Fisher & Phillips as special labor & employment counsel, Gonzalez Saggio & Harlan as labor & employment counsel, Greenberg Traurig as gaming regulatory, securities and corporate special counsel and Xroads Solutions Group as financial / restructuring advisor. Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding company and is an owner and operator of three gaming entertainment properties located in Mesquite, Nevada. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Nev. Case No. 10-13301). Gregory E. Garman, Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the Company in its restructuring effort. Kurtzman Carson Consultants is the Company's claims and notice agent. In its petition, the Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership, LLC; Oasis Interval Management, LLC; Oasis Recreational Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation -- filed separate Chapter 11 petitions. BLANCA LLC: Hearing on Continued Access to Cash Set for May 25 -------------------------------------------------------------- The Hon. Barry Russell of the U.S. Bankruptcy Court for the Central District of California authorized, on a second interim basis, Blanca, LLC, to use the cash collateral in which East West Bank and Bank of the West claim an interest in. A continued hearing on the Debtor's cash collateral use will be held on May 25, 2010, at 2:00 p.m., in Courtroom 1668, U.S. Bankruptcy Court, 255 East Temple Street, Los Angeles, California. Objections, if any, are due before 4:00 p.m. on May 18, 2010. The cash collateral consists of proceeds, products, rents or profits of properties located in 5831 Firestone Blvd., Southgate, California; 8077 Florence Ave., Downey, California; and 4705 Durfee Ave., Pico Rivera, California. The Debtor will use the cash collateral postpetition to fund its business operations. The Debtor will also use the excess rents from each property to pay debt service to the respective lenders as funds are available. The Debtor said that the preservation and enhancement of the collateral resulting from the Debtor's ongoing operations affords adequate protection to secured parties. About Blanca, LLC Downey, California-based Blanca, LLC, filed for Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. C.D. Calif. Case No. 10-16519). Carolyn A. Dye, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. BLOCKBUSTER INC: Posts $65.4 Million for First Quarter of 2010 -------------------------------------------------------------- Blockbuster Inc. on Tuesday reported a net loss for the first quarter of 2010 of $65.4 million, or $0.33 per share, compared to net income of $27.7 million, or $0.12 per diluted share, in the first quarter of 2009. Adjusted net loss for the first quarter of 2010, which excludes costs associated with store closures, including lease termination costs, severance, and professional fees associated with the Company's recapitalization initiatives, totaled $27.3 million, or $0.14 per share. This compares to adjusted net income of $40.2 million, or $0.19 per diluted share, in the first quarter of 2009. Adjusted net income for the first quarter of 2009 excluded costs associated with store closures including lease termination costs, severance, an adjustment for game inventory obsolescence and the favorable settlement of a future liability. Total revenues for the first quarter of 2010 were $939.4 million, compared to total revenues of $1.09 billion for the same period one year ago. Results of the first quarter were primarily attributable to a 7.1% decrease in worldwide same-store comparables, a further reduction in company-operated stores and competitive pressures. Consolidated first quarter total revenues reflect the positive impact of foreign currency exchange rates of $31.5 million. "During the first quarter we continued progress to recapitalize our business. We have had encouraging discussions with both financial and strategic partners and expect to have additional details to report by our annual stockholders' meeting in late June," stated Jim Keyes, Chairman and Chief Executive Officer of Blockbuster Inc. "In spite of competitive challenges, we experienced better domestic rental same-store comparables trends and achieved a number of goals to establish a significant competitive advantage going forward. Most important was our success in securing agreements with key studio partners to ensure our customers receive day-and-date cross-channel access to hot new releases. We now have a 28 day rental advantage on nearly 50 percent of major new releases." Blockbuster ended the first quarter of 2010 with $109.9 million in cash and cash equivalents. Cash used in operating activities during the quarter was $50.8 million, compared with $87.2 million of cash used in operating activities in the first quarter of 2009. First quarter free cash flow -- net cash used for operating activities less capital expenditures -- was negative $54.8 million in the first quarter of 2010, compared with negative FCF of $95.7 million in the same period in 2009. A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?620c Outlook Tom Casey, Executive Vice President and Chief Financial Officer of Blockbuster Inc, stated, "We expect the next 12 to 18 months will remain challenging. For the full year of 2010, we remain focused on the following financial initiatives: lowering our debt service costs; aggressively reducing operating expenses; preserving liquidity through operational efficiencies; and focusing on improving top line performance. Also, following their liquidation and store closures, we believe Movie Gallery store closings could favorably affect hundreds of Blockbuster locations." * * * Reuters reports that Blockbuster lost more than a fifth of its value on Thursday as worries grew about its rapidly dwindling cash pile. According to Reuters, Blockbuster's shares fell 22% to 39 cents in extended trading, after closing up 15.6% at 50 cents on the New York Stock Exchange. Reuters notes Blockbuster shares have rallied in the past week since longtime rival and No. 2 U.S. chain Movie Gallery said it planned to liquidate. According to Reuters, analysts were eager to see if Blockbuster has realized any boost from the delay. Reuters notes that executives said in discussing the Company's earnings that it was still too early to point to major gains, aside from strong rentals for a couple film titles. "Realistically, it's up to us to take advantage of this strategic opportunity. We don't have the liquidity at the moment to get out with an aggressive (advertising) campaign," CEO Jim Keyes told analysts, according to Reuters. Reuters also relates Mr. Keyes also said that so far this year the Company has closed 470 underperforming stores, and that it ended the first four months of the year with less than 3,500 company- owned and franchised locations. The Company has 4,000 kiosks under a licensing agreement with NCR Corp, and it expects to have a total of 10,000 kiosks by the end of the year. About Blockbuster Inc. Dallas-Tex.-based Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment, with over 6,500 stores in the United States, its territories and 17 other countries as of January 3, 2010. The Company's balance sheet as of January 3, 2010, showed $1.538 billion in assets and $1.852 billion of debts, for a stockholders' deficit of $314.3 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a net loss from operations for the year ended January 3, 2010, and has a stockholders' deficit as of January 3, 2010. In addition, the increasingly competitive industry conditions under which the Company operates have negatively impacted the Company's results of operations and cash flows and may continue to in the future. * * * As reported in the Troubled Company Reporter on March 22, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based Blockbuster Inc. to 'CC' from 'CCC'. The 'CC' rating indicates that, in S&P's opinion, Blockbuster is highly vulnerable to default. The outlook is negative. BLOCKBUSTER INC: Shareholder Meyer Wants Director Crystal Ousted ---------------------------------------------------------------- Blockbuster Inc. shareholder Gregory S. Meyer -- who said last month he advised a "key member" of Blockbuster's Board of Directors in May 2005 of a plan that would have allowed the Company to realize over $140 million per year in cost savings -- said in a regulatory filing he intends to replace James W. Crystal from Blockbuster's board. Mr. Meyer said Mr. Crystal is notable for holding the lowest number of shares of Blockbuster among all the directors. Mr. Meyer pointed out that, according to the Company's preliminary proxy statement filed April 6, 2010, Mr. Crystal owns just 143,689 shares of Blockbuster's Class A Common Stock, representing less than 0.1% of the outstanding Class A Common Stock. He owns no shares of Class B Common Stock. "We believe that James W. Crystal epitomizes what is wrong with Blockbuster's board today, including: low share ownership, lack of relevant experience/understanding of the Company's core business, and lack of focus due to overboarding," according to the filing. Mr. Meyer is the beneficial owner of 620,000 shares of Class A common stock and 25,000 shares of Class B common stock of Blockbuster, representing approximately 0.44% of the issued and outstanding shares of Class A common stock of the Company. According to the filing, Mr. Crystal owns fewer than 24% of the number of shares of Class A Common Stock owned by Mr. Meyer. "It is worth noting that many of Mr. Crystal's shares were the result of stock awards from the Company. Further, every year since Mr. Crystal joined the Board, he has elected to take his director's compensation using the minimal number of shares and the maximum amount of cash. This would seem difficult to justify given Blockbuster's cash-strapped position over the past few years and puts into question Mr. Crystal's faith in the Company," the filing said. Mr. Meyer also noted that Mr. Crystal has no experience in the video rental industry, nor even any experience in the broader home entertainment industry or retail sector. Mr. Crystal currently serves as Chairman and Chief Executive Officer of Frank Crystal & Company, a privately owned insurance brokerage firm, and has served in such capacities since 1958. Mr. Meyer also pointed out Mr. Crystal serves on more boards than any other current Blockbuster Director. According to the Company's preliminary proxy statement, Mr. Crystal sits on no fewer than seven boards that, in addition to Blockbuster, include Frank Crystal & Company, Stewart & Stevenson, LLC, Banco di Caribe, ENNIA Caribe Holding, N.V., Auto Resources, Inc. (located in Beverly Hills, CA), and Atlantic International Insurance Co., Ltd. (located in Bermuda). "It is difficult to believe that any one individual can devote a sufficient amount of time and focus to act as an effective monitor to any company when sitting on 7 boards, let alone a company like Blockbuster that is in the midst of financial distress and a major transformation in the rapidly evolving home entertainment industry," the filing said. Mr. Meyer, 38, is currently an independent consultant to investors in public and private companies in the home entertainment industry with a focus on identifying and analyzing new and emerging channels of content distribution. Previously, Mr. Meyer founded DVDXpress in 2001, a pioneer in the DVD rental kiosk industry and as CEO built that company to 1,000 locations in 30 US States and the UK. Mr. Meyer sold DVDXpress to Coinstar Inc. in 2007 and served as Managing Director responsible for the DVDXpress division within Coinstar from 2007 to 2009 when it was merged with Redbox. The combined DVD kiosk division within Coinstar now comprises over 23,000 kiosks accounting for over 18% of the US DVD rental market and responsible for the majority of Coinstar's revenue and EBITDA. The filing also noted that when Mr. Crystal was appointed as a director of Blockbuster in February 2007, the price of the Company's Class A common stock was over $6.50 per share. As of May 11, the stock trades at $0.30 per share, representing a loss of over 95% of its value. By contrast, according to the filing, one of Blockbuster's competitors, Netflix, was trading below $24 per share in February 2007 and trades today at $80 per share, representing a gain of over 300% during the time that Blockbuster lost 95% of its value. The filing also pointed out that Mr. Crystal sat on Blockbuster's board when the Company announced on April 14, 2008, that it had offered to acquire (now-defunct) Circuit City for between $6.00 and $8.00 per share in cash, subject to due diligence. The offer was made in a letter sent to Circuit City CEO Philip Schoonover on February 17, 2008, on behalf of the Blockbuster Board of Directors, which stated that it fully supported the offer. "The Board should have been focusing on the core business of Blockbuster rather than speculating on the acquisition of other struggling retailers. We believe it was this lack of focus and poor judgment at the Board level that contributed to the rapid loss of market share and the declining stock price of Blockbuster over the past several years," Mr. Meyer said. A full-text copy of Mr. Meyer's proxy statement is available at no charge at http://ResearchArchives.com/t/s?61e6 On May 7, 2010, Mr. Meyer sent a settlement offer to Blockbuster's Board providing them with an opportunity to end the proxy contest at no cost to the Company. Mr. Meyer wrote to the Board, "Regardless of your support, there is a very strong probability that I will be elected to the Board by the shareholders . . . . However, I am now appealing to you a final time to support my nomination as a sound business decision that will save Blockbuster the time and significant expense of a protracted proxy battle, something all shareholders wish to avoid." "Agreeing to such a settlement will save the Company significant capital that could be used for more productive purposes, as costs for proxy contests can easily run into the millions of dollars. Importantly, Blockbuster will gain an ally in its efforts to affect a turnaround and forge stronger relationships with its shareholders. This outcome will provide an amicable resolution to the ongoing 'war of words' and will result in a unified voice to the shareholders that the Board is acting in their best interests and focused on the critical matters at hand," Mr. Meyer told the Board. A full-text copy of Mr. Meyer's settlement offer is available at no charge at http://ResearchArchives.com/t/s?61e7 About Blockbuster Inc. Dallas-Tex.-based Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment, with over 6,500 stores in the United States, its territories and 17 other countries as of January 3, 2010. The Company's balance sheet as of January 3, 2010, showed $1.538 billion in assets and $1.852 billion of debts, for a stockholders' deficit of $314.3 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a net loss from operations for the year ended January 3, 2010, and has a stockholders' deficit as of January 3, 2010. In addition, the increasingly competitive industry conditions under which the Company operates have negatively impacted the Company's results of operations and cash flows and may continue to in the future. * * * As reported in the Troubled Company Reporter on March 22, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based Blockbuster Inc. to 'CC' from 'CCC'. The 'CC' rating indicates that, in S&P's opinion, Blockbuster is highly vulnerable to default. The outlook is negative. BONEYARD LLC: Can Incur Unsecured Financing from Le Plastrier ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Boneyard, LLC, and Luckey Industrial, LLC, to incur unsecured debtor-in-possession credit, in sums not to exceed $25,000 each, from Le Plastrier Management Company, Inc. Le Plastrier is the Debtors' principal. The Debtor related that it has no unencumbered funds with which to pay the U.S. Trustee's fees, liability insurance premiums or expenses to preserve the property. The loan will be on an unsecured, administrative basis, and interest free. The only event of default will be if one or both of a Debtor fails to repay the loan upon the loan becoming due. Irvine, California-based Boneyard, LLC, is a limited liability company whose sole member is Le Plastrier Management Co., Inc. Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14, 2009 (Bankr. C.D. Calif. Case No. 09-23930). Richard W. Esterkin, Esq., who has an office in Los Angeles, California, 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. BOYD GAMING: Fitch Affirms Issuer Default Rating at 'B+' -------------------------------------------------------- Fitch Ratings has affirmed Boyd Gaming's credit ratings: -- Issuer Default Rating at 'B+'; -- Senior secured credit facility at 'BB-/RR3'; -- Senior subordinated debt at 'B-/RR6'. The Rating Outlook remains Negative. The affirmation of Boyd's 'B+' IDR incorporates its solid free cash flow outlook due primarily to minimal capital spending plans, a healthy liquidity profile, comfortable interest coverage, and the potential bottoming of its core Las Vegas Locals market. Longer term, Boyd's IDR continues to be supported by its sizable and somewhat diversified portfolio of assets, successful operating history, and a solid management track record. The Negative Outlook is due to continued softness in Boyd's markets, elevated leverage relative to Boyd's business risks and IDR, and refinancing risk with respect to upcoming maturities. Operating And Leverage/Coverage Outlook: Boyd's operating performance continues to be at depressed levels, but there are encouraging signs that demand at the company's properties is bottoming, which could result in a return to EBITDA growth later in the year. The intense promotional environment has moderated in the Las Vegas Locals market, which accounts for nearly half of the company's wholly-owned adjusted property EBITDA. The 10.8% decline in Boyd's adjusted EBITDA in the Las Vegas Locals market in the first quarter of 2010 (1Q'10) was the lowest decline since 2Q'08. That said, softness in the company's other markets contributed to a decline in total adjusted EBITDA of 20% in Q1'10 to $87 million. On an LTM basis as of March 31, 2010, adjusted EBITDA was $364 million relative to $2.57 billion of recourse debt for debt/EBITDA leverage of 7.1 times, which is high relative to Boyd's business risks and 'B+' IDR. LTM gross interest expense was roughly $130 million for EBITDA/gross interest expense coverage of 2.8x, which is a comfortable level. Fitch's current base case assumes a 5-10% decline in full year 2010 adjusted EBITDA, with a meaningful rebound not expected until 2011-12. As a result, Fitch estimates the company's debt/EBITDA leverage will be slightly below 7x at the end of this year, before dropping to around 6x in 2011 and 5x in 2012, which is more in line with the company's long-term targets. The leverage covenant in the company's credit facility was 6.75x as of March 31, 2010, and the calculation for compliance under the covenant includes gains on repurchased debt, so Boyd's leverage for covenant compliance was 6.5x as of the end of last quarter. Since it was originally sized to accommodate additional debt to fund the Echelon development, the leverage covenant loosens to 7.25x by Sept 30, 2010, before stepping down to 6.0x by the end of 2011 and 5.5x by expiration, which is in May 2012. Fitch's base case forecasts that Boyd will be able to maintain compliance under the leverage covenant and will remain comfortably above the 2.0x coverage covenant through expiration. Liquidity Profile: The company's liquidity profile remains healthy, but has been deteriorating due to the small cushion relative to credit facility covenant levels, which limits accessibility under the revolver, and increasing refinancing risk since the company has not yet addressed upcoming maturities. These include the January 2011 expiration of the Borgata JV credit facility ($630 million outstanding), the sizable May 2012 expiration of Boyd's parent company credit facility ($1.9 billion outstanding), and a small subordinated note issue that is due in 2012 (roughly $160 million outstanding). Fitch's concern regarding refinancing risk is tempered by Boyd's solid free cash flow profile, the attractive pricing on the current facilities, and the recently robust capital markets access for gaming operator refinancings. Boyd generated $84 million of free cash flow in 2009, and Fitch estimates that it should comfortably exceed $100 million annually from 2010-2012. In addition, the Borgata JV generated $170 million of FCF in 2009. However, capital market access can turn quickly, and Boyd's credit profile and ratings would be impacted if capital markets became restrictive over the next 6-12 months, when the company is likely to address its 2011-2012 maturities. Station Assets And The Borgata: Boyd continues to maintain interest in acquiring assets from Station Casinos, which filed Chapter 11 in July 2009, and Station is currently negotiating reorganization plans. As Fitch has previously indicated, ratings are currently unaffected by Boyd's interest in Station's assets, and Fitch has maintained that Boyd would be a likely acquirer of assets following the recession. The main issue when considering the potential acquisition of any Station assets would be the increase in Boyd's already high exposure to the Las Vegas locals market relative to the price paid and pro forma leverage profile. An acquisition of assets that provides greater diversification would be viewed more positively in Boyd's credit ratings. Following the New Jersey Division of Gaming Enforcement's decision to find Pansy Ho an unsuitable JV partner for MGM with respect to their JV in Macau, MGM has decided to divest its 50% interest in the Borgata JV in Atlantic City. Boyd is the managing partner of the JV and MGM held a financial interest. MGM's 50% stake has been placed in a divestiture trust, and as a result of an associated amendment to the JV operating agreement that resulted in an elimination of participation rights previously held by MGM, Boyd will now consolidate the JV in its financial statements and reflect a non-controlling interest for the 50% stake it does not own. Boyd has the right of first refusal on any offer for the property, so it remains in a good position to monitor the divestiture process. The current IDR incorporates Fitch's belief that Boyd would only acquire MGM's interest in Borgata if it could do so at a solidly deleveraging EBITDA multiple (i.e. solidly below 7x). Conversely, if there were a buyer that was willing to pay an attractive multiple (i.e. 9-10x) with the desire to own the property outright, Fitch believes Boyd could consider selling its interest. When considering Boyd's position regarding acquiring or selling assets, the company's management team has a solid capital allocation track record, which supports the 'B+' IDR. Guidelines For Further Rating Actions: If the operating outlook continues to track toward Fitch's expectations, the leverage outlook remains in line with Fitch's current base case, and the company addresses 2011-2012 maturities over the next 6-12 months, Fitch would likely revise Boyd's Outlook to Stable, while affirming the 'B+' IDR. Conversely, if the operating outlook is below Fitch's expectations, the leverage outlook increases, and the refinancing environment deteriorates, Boyd's IDR would likely be downgraded. Other potential rating triggers outside of current operating scenarios would include any impact from the sale of MGM's stake in the Borgata and if Boyd were to acquire any of Station's assets, or any other potential acquisitions. Recovery Ratings: Boyd's Recovery Ratings reflect Fitch's expectations of relative recovery characteristics of Boyd's obligations following default and upon emergence from insolvency. Based on its recovery scenario, Fitch estimates 51%-70% recovery of the bank debt, which equates to a 'BB-/RR3' rating or a one-notch positive differential from the 'B+' IDR. Fitch estimates subordinated debt recovery in the 0%-10% range, which equates to a 'B-/RR6' rating or a two- notch negative differential from the 'B+' IDR. BRAMPTON PLANTATION: Section 341(a) Meeting Scheduled for June 7 ---------------------------------------------------------------- The U.S. Trustee for the Southern District of Georgia will convene a meeting of Brampton Plantation, LLC's creditors on June 7, 2010, at 1:00 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. Upper Marlboro, Maryland-based Brampton Plantation, LLC, filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. S.D. Ga. Case No. 10-40963). C. James McCallar, Jr., Esq., at the 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. BROADSTRIPE LLC: Receives Last Exclusivity Extension ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that Broadstripe LLC received a July 2 extension of the exclusive right to propose a plan. This is the fifth extension granted to Broadstripe and no more extensions are possible because the company by July 2 will have been in Chapter 11 for 18 months. Broadstripe, which has already filed a reorganization plan, previously said it's not feasible to complete the case until a suit by the unsecured creditors' committee is resolved, which contends that claims of the secured lenders should be subordinated or recharacterized as equity. Broadstripe says the suit will have a "profound effect" on the distribution to creditors. In addition, the committee vows to oppose a plan that validates secured claims, while the lenders promise to defeat a plan that doesn't uphold their claims. In addition, Broadstripe is facing two claims by rival cable operators totaling almost $160 million for alleged failures to complete asset purchase agreements. The company says the outcome likewise will have a "profound impact" on a plan because the claims would be 10 times greater than other unsecured creditors combined. About Broadstripe LLC Headquartered in Chesterfield, Missouri, Broadstripe LLC -- http://www.broadstripe.com/-- provides videos and telephone services to consumers and business in Maryland, Michigan, Washington and Oregon. The Company and five of its affiliates filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del. Lead Case No. 09-10006). Attorneys at Ashby & Geddes, and Gardere Wynne Sewell LLP represent the Debtors in their restructuring efforts. The Debtors tapped FTI Consulting Inc. as their restructuring consultant, and Epiq Bankruptcy Consultants LLC as their claims agent. In its petition, Broadstripe listed assets and debts between $100 million and $500 million. BROWN ACRES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Brown Acres Inc. 1037 S Alvernon Way #100 Tucson, AZ 85711 Bankruptcy Case No.: 10-14002 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Eric Slocum Sparks, Esq. 110 S Church Ave. #2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 E-mail: eric@ericslocumsparkspc.com Scheduled Assets: $790,466 Scheduled Debts: $1,371,675 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb10-14002.pdf The petition was signed by Stan Brown, president. BUCKEYE TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'Ba2' ----------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating and Probability of Default Rating of Buckeye Technologies Inc. to Ba2 from Ba3 due to improvements in Buckeye's capital structure and continued strength in underlying fundamentals. Concurrently, the rating on the senior unsecured notes was raised to Ba3 from B1. The ratings outlook is stable. The Ba2 CFR reflects the permanent debt reduction in Buckeye's capital structure as a result of the company redeeming early a total of $60 million of its 2013 notes between January and April 2010. Although the revolver was used to fund part of the redemption, Buckeye's liquidity profile remains good and management has established a track record of paying down its revolver after using it to retire bonds. Financial leverage (debt to EBITDA) was 2.4 times as of March 31, 2010 and Moody's expects leverage to decline further when remaining tax refunds related to the Alternative Fuel Mixture Credit are received. Additionally, demand for the company's non-woven products has proven to be fairly recession-resistant and Buckeye's more cyclical products continue to rebound. The ratings are constrained by the company's relatively small revenue size for the ratings category, uncertainty over strategic initiatives once debt reduction goals have been achieved, and the volatility of certain input costs (e.g. cotton linters) and end markets. Moody's upgraded these ratings and revised the LGD point estimate as noted: * Corporate Family Rating -- to Ba2 from Ba3 * Probability of Default Rating -- to Ba2 from Ba3 * $140 (formerly $200) million senior unsecured notes due 2013 -- to Ba3 (LGD5, 80%) from B1 (LGD5, 76%) Buckeye Technologies Inc., headquartered in Memphis, Tennessee, is a producer of specialty fibers and non-woven materials sold to makers of consumer and industrial goods. The company is publicly held and generated revenues of $728 million in the trailing twelve months ended March 31, 2010. BWAY CORPORATION: Moody's Assigns 'Ba3' Rating on Senior Notes -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the new senior secured credit facilities including a $75 million revolver due 2015 and a $490 million term loan B due 2018 of BWAY Corporation. Moody's also affirmed the B1 corporate family rating of BWAY and revised the ratings outlook to negative from positive. Additional instrument ratings are detailed below. The rating is in response to the company's announcement on May 12, 2010, that it had launched the syndication of $565 million in senior credit secured facilities to partially fund the proposed acquisition of BWAY by Picasso Merger Sub, Inc., a company organized by Madison Dearborn Partners, LLC (commitments are due May 24, 2010). The acquisition has a total value of approximately $915 million, including the assumption of debt, and has been unanimously approved by BWAY's board of directors. The acquisition and associated expenses are expected to be funded by a combination of the $565 million senior secured facilities, a $200 million senior unsecured bridge facility, a $296 million equity contribution from MDP, and $32 million in cash on hand from BWAY. The acquisition is expected to close by June 30, 2010. The existing senior secured credit facilities are expected to be paid down upon completion of the transaction. The company also commenced a tender offer for the outstanding $228 million senior subordinated notes due 2014 and is anticipated to refinance the bridge loan near term. Moody's took these rating actions for Picasso Merger Sub, Inc.: * Assigned $75 million revolving credit facility due 2015, Ba3 (LGD 3, 35%) * Assigned $490 million senior secured term loan B due 2018, Ba3 (LGD 3, 35%) * Assigned corporate family rating, B1 * Assigned probability of default rating, B1 The ratings outlook is negative. Moody's took these rating actions for BWAY Corporation: * Affirmed $50 million senior secured first lien revolver due 2012, Ba2 (LGD 2, 25%) expected to be withdrawn after completion of the transaction * Affirmed $5 million Canadian senior secured first lien revolver due 2012, Ba2 (LGD 2, 25%) expected to be withdrawn after completion of the transaction * Affirmed $190 million senior secured first lien term loan B due 2013, Ba2 (LGD 2, 25%) expected to be withdrawn after completion of the transaction * Affirmed $50 million senior secured first lien term loan C due 2012, Ba2 (LGD 2, 25%) expected to be withdrawn after completion of the transaction * Affirmed $228.5 million 10% senior subordinated notes due 2014, B3 (to LGD 5, 77%) pending the outcome of the tender offer * Affirmed speculative grade liquidity rating, SGL-2 * Affirmed corporate family rating, B1 * Affirmed probability of default rating, B1 The ratings outlook is revised to negative from positive. The ratings also contemplate an expectation that the $200 million senior unsecured bridge loans (not rated by Moody's) will be refinanced with new senior unsecured debt near term. The ratings for the $228 million senior subordinated notes due 2014 will be downgraded if not completely redeemed by the tender offer. The ratings are subject to receipt and review of the final documentation. The revision of the outlook to negative from positive reflects the material increase in debt for the leveraged buyout, risks inherent in the company's acquisition strategy and significant exposure to the building products market. Although the company is anticipated to benefit from the integration of recent acquisitions, ongoing cost cutting, and its pledge to dedicate near term free cash flow to debt reduction, there is the potential for negative variance in operating performance and acquisition risk. BWAY's B1 corporate family rating reflects credit risks resulting from the high concentration of sales, cyclical nature of the primary end market and acquisition strategy. The company derives approximately 40% of its revenues from housing related products (including paint and other building products) and 17% stem from Sherwin Williams. The ratings are supported by the company's dominant share in its markets, the limited number of alternate suppliers with scale and breadth of product line, and barriers to entry in the industry. BWAY also benefits from strong liquidity and long standing customer relationships. The ratings are also supported by anticipated benefits from the integration of recent acquisitions, ongoing cost cutting, and the company's pledge to dedicate near term free cash flow to debt reduction. Moody's last rating action on BWAY occurred on January 26, 2010, when Moody's revised the ratings outlook to positive from negative and affirmed B1 corporate family rating and negative outlook. Headquartered in Atlanta, Georgia, BWAY Corporation is a North American manufacturer of metal paint and specialty containers and industrial general line rigid plastic containers for industrial and consumer products. Revenues for the twelve months ended March 31, 2010, were approximately $953 million. CAPMARK FINANCIAL: Wins Nod for D&P as Forensics Advisor -------------------------------------------------------- Capmark Financial Group Inc. and its units won approval from the Bankruptcy Court to employ Duff & Phelps, LLC as their dispute consulting and forensic advisory services provider, nunc pro tunc to March 11, 2010. The Debtors relate that they have selected Duff & Phelps because its professionals are specifically dedicated and experienced in providing bankruptcy-related services, particularly with respect to valuations in connection with fraudulent conveyance and preference actions, retrospective solvency opinions, capital structure assessment, asset and business enterprise valuation and the evaluation of complex financial instruments. Pursuant to an engagement letter, Duff & Phelps will: (a) prepare solvency analyses for the Debtors on a consolidated and unconsolidated basis for certain valuation dates in 2006, 2007, and 2009; (b) prepare valuation analyses of certain loans and underlying collateral from the loan portfolio pledged by certain Capmark entities to certain lenders in connection with a secured loan transaction in May 2009; (c) prepare reports presenting an analysis of the services undertaken, conclusions and findings, and relevant opinions concerning those conclusions and findings; (d) participate in meetings and discussions, as needed, to prepare and review its work product; (e) investigate, collect, and analyze information including, but not limited to, accounting records and other financial information; (f) perform various financial and accounting analyses, and deliver reports, as needed and requested; and (g) provide other services, as requested, including, but not limited to, testifying as an expert witness in court testimony and depositions, and participating in creditor presentations relating to the work performed by Duff & Phelps. The Debtors will pay Duff & Phelps pursuant to the firm's current hourly rates: Level Hourly Rate ----- ----------- Senior Advisor $950 Managing Director $860 Director $775 Vice President $615 Senior Associate $465 Analyst $325 Research Analyst $130 The Debtors will also reimburse Duff & Phelps for the firm's expenses in connection with its consulting and forensic advisory services. Allen Pfeiffer, managing director of Duff & Phelps, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FINANCIAL: Court Approves More Lazard Work -------------------------------------------------- Capmark Financial Group Inc. and its units won approval from the Bankruptcy Court for an expanded scope of services and amended terms of engagement with respect to their retention of Lazard Freres & Co. LLC as investment banker and financial advisor, nunc pro tunc to January 1, 2010. Lazard was engaged to aid the Debtors which filed for bankruptcy protection on October 25, 2009, in their restructuring efforts by providing expertise in high-level strategic transactions and debt restructurings, including financing transactions and sale transactions affecting mergers, acquisitions, and transfers of significant assets. The Debtors relate that since the Petition Date, Lazard has focused on large-impact transactions involving the First-Filed Debtors. The Debtors have requested Lazard's assistance in connection with the evaluation and possible divesture of their interests, obligations, and commitments relating to Capmark Investments LP and Capmark Structured Real Estate Partners, a non-debtor investment fund managed by CILP. Specifically, the Debtors have asked Lazard to serve as their investment banker in connection with a possible sale, assignment or other transfer in one or a series of transactions, of all or a significant portion of: (i) the Debtors' rights or obligations under their investment management and similar agreements relating to CSREP; (ii) the Debtors' general partner and similar interests in CSREP; and (iii) the Debtors' limited partner and similar interests in CSREP. The Debtors have asked Lazard to review and analyze the business, operations, and financial projections of CILP and CSREP, and to advise and assist them in maximizing the value of their interests in CILP and CSREP through one or more potential transactions. More specifically, the Expanded CILP Services include: (a) assistance in the identification of prospective Transaction counterparties and advice relating to strategy and tactics for initiating discussions with Transaction counterparties; (b) assistance in the Debtors' preparation of marketing materials relating to any potential Transactions; (c) arranging and attending presentation meetings between potential Transaction counterparties and the Debtors and their representative; and (d) assistance with negotiations with potential Transaction counterparties. The Debtors propose to pay Lazard pursuant to this fee structure: a. Retainer Fee. An additional retainer fee for the Expanded CILP Services, to be paid according to these schedule: i. $250,000 total for the first three months, effective as of January 1, 2010, and payable promptly following entry of an order approving the Amended Fee Structure; ii. $300,000 total for the next three months, payable on April 1, 2010; iii. $100,000 per month for each of the next two months, payable on July 1, 2010, and August 1, 2010; and iv. $100,000 for each subsequent month, payable on September 1, 2010, and the first day of each subsequent month. b. One additional fee of $750,000, payable upon consummation of any Investment Management Contract Transaction or GP Interest Transaction. On the closing date of that Transaction, a pro rata portion of the unearned part of the most recent monthly retainer fee paid may be credited toward this fee. c. An additional fee of $250,000 payable upon consummation of any LP Interest Transaction. The Debtors will have the same indemnification, contribution, reimbursement, and related obligations to Lazard and other Indemnified Persons as those provided under the Engagement Letter and Indemnification Letter, and modified and approved by the Original Retention Order. Those obligations will also apply to the Expanded CILP Services and any loss, claim, damage, liability or expense of Lazard. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CENTRAL CROSSING: Court OKs Kantor Loan for Tenant Improvements --------------------------------------------------------------- The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the District of New Jersey authorized Central Crossing Business Park Building II, LLC, to: -- obtain postpetition financing from Harry and Wendy Kantor up to the principal amount of $636,000; -- use cash collateral of Webster Bank, N.A.; and -- grant adequate protection to the lenders. As of the petition date, the Debtor owed Webster approximately $13 million dollars pursuant to a prepetition loan agreement, dated December 18, 2006, between the Debtor and Webster in the original principal amount of $21 million. The Debtor would use the postpetition financing to perform tenant improvements on the East Building so that it may consummate the lease with Netflix, Inc. and permit Netflix to take occupancy. The Debtor said that it will also maximize the value of its assets for the benefit of its creditors; cover any shortfall in liquidity; allow the Debtor to continue to make postpetition monthly payments of interest to Webster. As security for the postpetition financing, Kantor will be granted a security interest and lien, on all assets of the Debtor. The foregoing security interest and lien in favor of Kantor will be junior only to the allowed secured claim of Webster and the assignment of rents securing the Webster Loan. The Debtor is represented by: Kenneth A. Rosen, Esq. Bruce Buechler, Esq. Nicole Stefanelli, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Central Crossings Business Park Jersey City, New Jersey-based Central Crossings Business Park Building II, LLC, owns and operates a portion of an industrial business park located at 300 Bordentown-Hedding Road in Bordentown, New Jersey. The Company filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case No. 10-14578). Kenneth Rosen, Esq., at Lowenstein Sandler, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CENTRAL CROSSING: Managing Member to Contribute Cash to Pay Claims ------------------------------------------------------------------ Central Crossing Business Park Building II, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a proposed plan of reorganization and explanatory disclosure statement. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides that the Debtor's managing member Harry Kantor will make a capital contribution in cash to the Debtor if the Debtor does not have adequate cash on hand to make the payments. Webster Bank, N.A.'s secured claim will be paid in full over time. The source of cash to pay Webster will come from the Debtor's operation of the real property. Holders of allowed unsecured claims will receive a pro rata distribution of cash in the amount of $28,000,000. Holders of Class 4 interest will receive no cash distribution on account of the interests in the Debtor, but rather will retain their interest in the Debtor in exchange for the capital contribution. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CENTRALCROSSING_DS.pdf About Central Crossings Jersey City, New Jersey-based Central Crossings Business Park Building II, LLC, owns and operates a portion of an industrial business park located at 300 Bordentown-Hedding Road in Bordentown, New Jersey. The Company filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case No. 10-14578). Kenneth Rosen, Esq., at Lowenstein Sandler, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CENTRAL CROSSING: Webster Bank Wants Case Dismissed --------------------------------------------------- Secured creditor, Webster Bank, National Association, asks the U.S. Bankruptcy Court for the District of New Jersey to dismiss the Chapter 11 case of Central Crossing Business Park Building II, LLC, or alternatively, or grant the secured lender relief from the automatic stay. Jersey City, New Jersey-based Central Crossings Business Park Building II, LLC, owns and operates a portion of an industrial business park located at 300 Bordentown-Hedding Road in Bordentown, New Jersey. The Company filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case No. 10-14578). Kenneth Rosen, Esq., at Lowenstein Sandler, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CERTIFIED DIABETIC: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Certified Diabetic Supplies, Inc. Airport Woods Commerce Center 10061 Amberwood Road Ft. Myers, FL 33913 Bankruptcy Case No.: 10-11047 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Adam L Alpert, Esq. E-mail: aalpert@bushross.com Jeffrey W. Warren, Esq. E-mail: jwarren@bushross.com Bush Ross P.A. Post Office Box 3913 Tampa, FL 33601-3913 Tel: (813) 224-9255 Fax: (813) 223-9620 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Lowell Fisher, company's CEO. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Certified Diabetic Services, Inc. CDS Pharmacies, Inc. CHEMTURA CORP: Objects to Forming Diacetyl Tort Committee --------------------------------------------------------- Chemtura Corp. has asked the U.S. trustee overseeing its Chapter 11 proceedings not to allow employees with diacetyl personal injury claims to form a separate committee, Bankruptcy Law360 reports. According to Law360, Chemtura says forming a distinct committee consisting solely of diacetyl claimants was unnecessary. About Chemtura Corporation 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) CHRYSLER LLC: UAW Wants to Get Back Some Concessions ---------------------------------------------------- The New York Times' Nick Bunkley reports that the incoming president of the United Auto Workers, Bob King, is putting the Big 3 automakers on notice that he expects hourly workers to be given back some of the benefits they surrendered as the bottom lines of all three car companies improve -- at least to the extent that management and other stakeholders are rewarded. According to Mr. Bunkley, the UAW is expected to ask that some of its givebacks be reversed during contract talks with the carmakers in 2011, when the contract signed in 2007 -- and modified last year with more concessions as General Motors and Chrysler approached bankruptcy -- expires. According to the NY Times, Mr. King said during a speech to executives and analysts this week, "We just want to make sure when things turn around we share in the upside." The NY Times notes that a complicating factor is that the U.A.W. will enter the contract talks as part owners of both GM and Chrysler through a union-controlled trust fund. The fund, which took over liability for retiree health care coverage this year, has a 17.5% stake in GM and is the majority owner of Chrysler, holding 55%. According to the NY Times, Paul Kersey, director of labor policy at the Mackinac Center for Public Policy, a conservative research group in Midland, Michigan, said the GM and Chrysler bankruptcies "were structured to protect the union interests at the expense of the creditors and investors." According to the NY Times, Mr. Kersey said he doesn't see "there being a whole lot of public support for them pursuing a restoration of the concessions." About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CINCINNATI BELL: To Acquire CyrusOne for $525 Million ----------------------------------------------------- Cincinnati Bell Inc. and ABRY Partners have entered into a definitive agreement for Cincinnati Bell to acquire data center operator CyrusOne in a cash transaction valued at approximately $525 million. CyrusOne is a premier provider of co-location and data center services to Fortune 500 companies, and the largest privately held data center operator based in the state of Texas. CyrusOne will become a wholly owned subsidiary of Cincinnati Bell, retaining its brand and executive management team. The acquisition of CyrusOne will be transformative for Cincinnati Bell's data center business, increasing the scale and scope by adding seven best-in-class data centers in Houston, Dallas, and Austin, with a total of 163,000 square feet of data center capacity. As a result, Cincinnati Bell's Technology Solutions segment will have a combined total of 609,000 square feet of data center capacity in 17 best-in-class facilities. "Data center services are a key strategic focus for Cincinnati Bell, allowing the company to provide next generation computing and communications services for our customers," said Jack Cassidy, president and chief executive officer of Cincinnati Bell. "The success of this strategy is evidenced by our ability to organically build the Technology Solutions segment of our business into a $300 million run rate revenue operation." "Two important trends driving growth in data center services are rapid adoption of internet related technologies by our enterprise customers to run their most important business functions, and the accelerating demand for outsourced solutions that allow them to better focus on their core business. The addition of CyrusOne will transform our existing data center operations, particularly in the area of colocation services." Enhanced Competitive Presence CyrusOne has a diverse and growing customer base that is dominated by Fortune 500 global and domestic blue-chip companies. Specializing in colocation services, CyrusOne has grown its revenue base over 60% annually over the past several years by serving the needs of large customers in key vertical markets such as oil and gas; energy; technology; financial services; healthcare; and mining and manufacturing industries. "Cincinnati Bell's commitment to invest growth capital in the data center market and demonstrated success in serving the technology needs of enterprises makes them an ideal match for CyrusOne," said Dave Ferdman, CyrusOne president and chief executive officer. "Our two companies share many common values including an intense focus on innovation and providing an exceptional customer experience. The combined companies will be better positioned to meet both our customers' growth needs." Mr. Cassidy added that the acquisition of CyrusOne will position Cincinnati Bell as a premier data center colocation provider to the Fortune 500 with the goal of providing these companies with a data center solution that solves the needs of a multinational company. "Many of CyrusOne and Cincinnati Bell Technology Solutions' larger enterprise customers have already indicated a desire to expand their data center colocation presence in the U.S. and ultimately globally," explained Mr. Cassidy. "The combined data center footprint of our two organizations, strong reputation for operational excellence, and solid capital base will allow us to quickly gain the scale required to meet the needs of these customers. This in turn enables the customer to reduce costs and focus time, capital and resources on driving growth in their business." Financing and CyrusOne Performance In connection with this transaction, Cincinnati Bell has obtained commitments for a $970 million senior secured credit facility to fund the purchase price of the acquisition, refinance Cincinnati Bell's existing revolver and term loans, pay fees and expenses incurred in connection with the transaction, and finance ongoing working capital and other general corporate needs. For the full year 2009, CyrusOne generated revenue of $58 million, reflecting growth of 86% compared to 2008. Based on the CyrusOne unaudited first quarter results of 2010 annualized, the company would have annual revenue of $73 million, operating income of $27 million, and adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) of $42 million. The combined first quarter 2010 annualized results of Cincinnati Bell's existing Technology Solutions segment with CyrusOne would total $56 million for operating income and $94 million for Adjusted EBITDA. Approvals, Timing and Advisors Cincinnati Bell and ABRY Partners are targeting completion of the transaction by the end of the second quarter of 2010. The transaction will be subject to customary closing conditions, including regulatory approvals. Cincinnati Bell was advised on this transaction by financial advisors Allen & Company LLC and Signal Hill Capital Group, and legally by Cravath, Swaine & Moore LLP and the Law Offices of Thomas W. Bosse, PLLC. Kirkland & Ellis LLP and Craig Cavalier, attorney at law, served as legal counsel to ABRY Partners and CyrusOne in this transaction. Financing for the transaction is being provided by BofA Merrill Lynch, Morgan Stanley Senior Funding, Inc., and Barclays Capital, the investment banking division of Barclays Bank PLC. About CyrusOne CyrusOne -- http://www.cyrusone.com/-- is a leader in high- availability, high-density data center services, offering co- location and implementation services for companies in a wide range of industries. With 163,000 square feet of data center space in Texas, CyrusOne is the leading provider in the state. CyrusOne is sponsored by ABRY Partners, a Boston-based media, communications, business and information services focused private equity investment firm that has made over $21 billion of investments in over 450 properties. About Cincinnati Bell Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio, provides telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana. CBB generated $1.3 Billion in revenues in 2009. * * * As reported by the TCR on March 8, 2010, Cincinnati Bell, Inc., filed its annual report on Form 10-K, showing net income of $89.8 million on $1.3 billion of revenue for 2009, compared with net income of 102.6 million on $1.4 billion of revenue for 2008. The Company's balance sheet as of Dec. 31, 2009, showed $2.064 billion in assets and $2.719 billion of debts, for a stockholders' deficit of $654.6 million. CINEDIGM DIGITAL: Moody's Assigns 'Ba1' Rating on Loan Facility --------------------------------------------------------------- Moody's Investors Service has assigned a definitive rating of Ba1 to a Term Loan Facility being extended to Cinedigm Digital Funding I, LLC (as Borrower), an indirect subsidiary of Cinedigm Digital Cinema Corp. This transaction is a securitization of cash flows consisting primarily of virtual print fees payable by motion picture distributors. Proceeds from the TLF will be used to refinance debt incurred in connection with the acquisition and installation of approximately 3,700 digital cinema projectors and related equipment in theaters as part of Cinedigm's 'Phase I' deployment of digital cinema projectors. Cinedigm will act as the manager of the transaction and in that capacity has the obligation to perform various administrative and managerial duties. However the TLF itself is an obligation of the Borrower and is not guaranteed by Cinedigm. The complete rating action is: * $172,500,000 Term Loan Facility, rated Ba1 Cinedigm, founded in 2000, provides services and software solutions to distributors and exhibitors of digital content, primarily movie theater exhibitors. These services include technology and software services, digital content delivery, and financing, administrative and deployment services for digital cinema projection systems. As part of its Phase I deployment, approximately 3,700 cinema screens in the US owned by a specific group of exhibitors (the Exhibitor Group), were upgraded from 35mm projectors to digital projection systems. The exhibitors participating in Phase I include Carmike Cinemas, Inc. (B2), Rave Motion Pictures (NR), and Marquee Cinemas, Inc. (Marquee Holdings, Inc. -- B2) among others. Carmike theater screens represent about 58% of the pool while no other single exhibitor exceeds 13%. The $172,500,000 TLF is secured by the rights to VPFs payable by film distributors for all digital prints exhibited at the theaters where the digital cinema projectors are installed. By converting exhibition to digital, film distributors can cut costs considerably since the cost of distribution is much lower for digital prints than for 35mm prints. In addition, fees from the exhibition of non-film content, such as special concerts or live sporting events, are an additional, albeit likely minor, source of income securing the TLF. The ratings of the TLF is mainly derived from an assessment of the strength of the film distributors, which are affiliates of the major Hollywood studios, and to a lesser extent the Exhibitor Group where the systems are installed, as well as the experience and expertise of Cinedigm as Manager. The main source of revenue to the transaction is the VPFs, which are incurred as studios release films. The ratings are based on a review of past release frequency and the commitment of the studios to release digital films (such as Avatar). The main risk to this transaction is the risk that the major motion picture studios slow their production and release of large budget films which are widely distributed. This is measured as the turnover rate, or films per screen per year. Large budget films are typically released over thousands of screens and run for a number of weeks until moving to DVD or pay- per-view. Over time, the habits of film studios could change in ways that could reduce average turnover, for instance distributing over fewer screens or extending film runs at the box office for longer periods of time (both subsequently reducing the number of digital prints). Another significant risk is the viability and to a lesser extent, the financial health, of the exhibitors. As seen in the 1990's, theater circuits may close theaters during bankruptcies. As the exhibitors are comprised of below investment grade companies, theater closure continues to be a possibility and poses a risk to this transaction. On the other hand, the alignment of all parties' interests in digital conversion is a significant strength for the transaction. The cost savings to film distributors is considerable; the flexibility to change programming and offer alternative content is appealing to the exhibitors; and movie goers enjoy capabilities, such as 3D, enabled by digital conversion. Finally, Cinedigm, not rated by Moody's, as servicer is committed to digital cinema as shown by the reliance of its other business lines on the success of their Phase I deployment. V Score And Parameter Sensitivity The overall V Score for this transaction is Medium/High. This indicates average to above average structure complexity and uncertainty about critical assumptions. The Medium/High overall score for this transaction is driven by a variety of factors. While historic theater booking data is available and performance has been consistent, the TLF relies on payments of VPF's using digital equipment for which there is limited data. Also, this transaction is unique with limited issuance in this asset class; thus, there is minimal historical securitization data to review. As for the complexity and market value sensitivity section, the score is Medium for this transaction as the transaction and analytical complexity is comparable to other securitizations while the market value sensitivity is minimal. For this exercise, Moody's analyzed scenarios stressing the key model input assumption to determine the potential model-indicated ratings impact. The key model input for the TLF is the screen turnover rate which is measured as the number of VPF's per screen per year. The case which was the primary basis for the rating assumed a uniform distribution with the range of 65% to 95% leading to a midpoint at 80% from a base of 13.75x (see below in the principal rating methodology). Additional cases reducing the screen turnover uniform distribution range in 3% increments from the base for each scenario leading to the midpoints at 77% (10.6x), 74% (10.2x) and 71% (9.8x) of the base were then simulated. Using such assumptions, the Ba1 rating for the loans in the TLF might change based purely on model results measuring the expected loss to: Ba3 at a midpoint screen turnover rate of 10.6x, B2 at a midpoint screen turnover rate of 10.2x, and B3 at a midpoint screen turnover rate of 9.8x. Principal Rating Methodology Moody's approach to rating this transaction relies primarily on analysis of major motion picture distributors ability to pay VPFs, the risk of theater closures by the Exhibitor Group, and the digital projection equipment and technology. Monte Carlo simulations are run to analyze the debt structure using key input parameters plus qualitative judgments are also used to determine the final rating. Major Film Distributors. For an initial release of a 35mm film, a motion picture studio must create hundreds (or thousands) of physical 35mm reels and distribute them to each cinema. This initial "print" cost will now be replaced by a VPF which will allow for digital transmission via satellite or delivery of hard- disk to the cinema. For this new digital delivery, the print cost is substantially reduced for film distributors. To help finance this conversion to digital, many of the major motion picture studios have agreements to pay a declining VPF for a fixed number of years (after which the VPF is $0). Furthermore, the studios are committed to release films in digital format while the exhibitors are required to play them digitally if the screens are available. Other distributors not under contract may be charged a higher VPF. A VPF is generated each time a film is released and booked to be played on a screen, similar to the cost of physical print which would incur a one-time cost when created. For example, if a movie scheduled for release to 200 digital screens domestically for the opening weekend, 200 VPF's would be generated. Then to generate more VPF's, new films must be released while the previous films move on to the post-box office phase. This measure is the screen turnover rate which is the number of films played per screen per year. General data suggests that the turnover for all screens can be from 12x to 14x on average (that is, 12 to 14 different films per screen per year). This is a difficult factor to predict and simulation is run with a wide ranging distribution for values based on the factors mentioned above. Also, examining trends in the movie industry is important to predict the screen turnover. Studios have been moving to shorten the theatrical cycle, while widening the initial box office release, moving more quickly to television and DVD which would increase screen turnover. Additionally, the number of films released has increased since 2000 which would also imply shorter theater run-time. However, economic conditions have required film studios to reduce the number of film projects recently so this also must be considered. For simulation, a base screen turnover of 13.75x was assumed, and simulation was run using a screen turnover distributed uniformly from 65% to 95% of the base (that is, about 8.9x to 13.1x). Exhibitor Group. The Exhibitor Group consists of about 17 companies but was modeled as consisting of Carmike, Rave, and Marquee with the rest modeled as one additional exposure. Current exhibitor ratings notched down one notch were used for simulating exhibitor default. Where no rating was available, B3 was assumed. Upon a simulation default, a uniformly distributed theater closure rate upon default of 15% to 35% was applied. This estimate was established using history of theater industry bankruptcies in the 1990's. No sale or redeployment was assumed in these cases. Additionally, non-film content was assumed to be triangularly distributed with a [Min, Mode, Max] of [$5, $25, $50] per screen per quarter, and equipment salvage value (applied at maturity for screens in service) was assumed to be $2,500 per system. Additional stressed scenarios were run which assumed no non-film content and zero equipment salvage value. Equipment and Technology. Each installation includes a digital projector, player, computer server, and software. The digital projection system must meet the Digital Cinema Initiative (DCI) specification. This DCI specification was established by a consortium of movie studios to develop a standard for digital cinema file format, data transmission, projector resolution, among many other details. Once a system meets this specification, the exhibitor is under contract to ensure proper maintenance. In Moody's view there is little exposure to technology risk once a system meets this spec and begins generating VPFs. Cinedigm has a substantial stake in the transaction (both financially and through its related business lines and continuing Phase II deployment), the underlying technological specifications represent an industry standard achieved after years of development, and the Exhibitors are getting the equipment without paying for it whereas any alternative would involve cost. CITADEL BROADCASTING: Shareholders Accused of Disrupting Case ------------------------------------------------------------- Bankruptcy Law360 reports that Citadel Broadcasting Corp. has accused certain shareholders of attempting to disrupt its Chapter 11 process, saying they have inflated the projected valuation of the company in an attempt to make a short-term trading profit. 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) CONSECO INC: Files 10-Q; Insurance Policy Income Down 15% in Q1 --------------------------------------------------------------- Conseco Inc. filed on May 10, 2010, its quarterly report, showing net income of $33.9 million on $1.002 billion of revenue for the three months ended March 31, 2010, compared with net income of $24.5 million on $1.069 billion of revenue for the same period of 2009. Insurance policy income was $664.6 million in the first quarter of 2010, down 15.1% from 2009 ($782.8 million). Insurance policy income in the first quarter of 2009 includes $97.8 million of premium income from the Private-Fee-For-Service (PFFS) quota- share agreements with Coventry Health Care which were terminated or expired prior to 2010. The Company's balance sheet at March 31, 2010, showed $30.785 billion of assets, $27.065 billion of liabilities, and $3.720 billion of shareholders' equity. A full-text copy of the quarterly report is available at no charge at http://researcharchives.com/t/s?61e5 About Conseco Inc. Headquartered in Carmel, Indiana, Conseco, Inc., n/k/a CNO Financial Group, Inc. (NYSE: CNO) -- http://cnoinc.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The Company became the successor to Conseco Inc. (Old Conseco), in connection with the Company's bankruptcy reorganization which became effective on September 20, 2003. CNO focuses on serving the senior and middle-income markets. The Company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. * * * Conseco, Inc. carries Moody's Investors Service's "Caa1" senior secured debt with a positive outlook. CONSECO INC: Shareholders Okay Name Change to CNO Financial Group ----------------------------------------------------------------- Conseco Inc. disclosed that at its annual shareholders meeting on May 11, 2010, shareholders voted to change the name of the Company to CNO Finanical Group, Inc. CEO Jim Prieur said, "The change to CNO Financial Group, Inc. symbolizes the enterprise-wide transformation that we have achieved. In addition, it establishes a unique identity that investors will recognize and that all our stakeholders will be able to keep separate from the identities of our principal insurance companies - Bankers Life, Colonial Penn and Washington National. We have much to accomplish, and the continued dedication of all our associates, our management and our board of directors, along with the support of our shareholders, gives us confidence in our future and in our ability to realize our vision for CNO." Shareholders also elected 10 directors (R. Glenn Hilliard, Donna A. James, R. Keith Long, Charles W. Murphy, Debra J. Perry, C. James Prieur, Neal C. Schneider, Michael T. Tokarz, John G. Turner and David K. Zwiener) to serve terms expiring at next year's annual meeting. A copy of the press release is available at no charge at: http://researcharchives.com/t/s?61e4 About Conseco Inc. Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE: CNO) -- http://cnoinc.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The Company became the successor to Conseco Inc. (Old Conseco), in connection with the Company's bankruptcy reorganization which became effective on September 20, 2003. CNO focuses on serving the senior and middle-income markets. The Company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. * * * Conseco, Inc. carries Moody's Investors Service's "Caa1" senior secured debt with a positive outlook. COOPER-STANDARD: Seeks Nod for Add'l Work for Ernst & Young ----------------------------------------------------------- Cooper-Standard Holdings Inc. and its units ask the Court to authorize Ernst & Young LLP, their tax advisor, to provide these additional services effective April 1, 2010: (1) audit and report on the consolidated financial statements of the Debtors for the years ended December 31, 2010 and 2011; (2) audit and report on the effectiveness of the Debtors' internal control over financial reporting as of December 31, 2010 and 2011; and (3) review the Debtors' unaudited interim financial information before they file their Form 10-Q. Ernst & Young will be paid $1.125 million for its additional services and will be reimbursed for its expenses. The firm will continue to submit postpetition invoices to the Debtors for the additional services in accordance with these schedules: Financial Internal Statements Control Total ---------- -------- -------- May 2010 $200,000 $100,000 $300,000 July 2010 125,000 100,000 225,000 September 2010 200,000 200,000 November 2010 100,000 100,000 200,000 January 2011 200,000 200,000 ---------- -------- -------- Total $825,000 $300,000 $1,125,000 The Court will consider approval of the Debtors' request at the May 17, 2010 hearing. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COOPER-STANDARD: Claim Transfers for April 14 to May 6 ------------------------------------------------------ The Office of the Clerk of the Bankruptcy Court received notices of transfer of claims from these entities in Cooper-Standard Holdings' Chapter 11 cases from April 14 to May 6, 2010: * Argo Partners Transferors Claim No. Claim Amount ----------- --------- ------------ Kolene Corp. 455 $8,635 * Claims Recovery Group LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Fraisa Usa Inc. -- $4,621 * Corre Opportunities Fund, L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ Caparo Vehicle Components 508 $493 Advanced Control Solutions -- $312 Bertelkamp Automation -- $11,297 Goyette Mechanical -- $10,440 Goyette Mechanical Co. -- $9,505 * Creditor Liquidity, LP Transferors Claim No. Claim Amount ----------- --------- ------------ Trading Partners 66 $41,000 Accucopy -- $3,084 Armo Tool Ltd. -- $2,620 Plasma Treat -- $4,429 * Fair Liquidity Partners LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Fimlasa S.A. 889 $2,693 Remak SA DE CV -- $6,189 * Liquidity Solutions Inc. Transferors Claim No. Claim Amount ----------- --------- ------------ BGR Inc. 1119, 84 $5,385 KMH Systems 536 $540 412 $8,492 J. Mark Systems -- $1,307 Quality Spring/Togo Inc. -- $21,512 * TRC Optimum Fund LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Sirius Computer Solutions Inc. 240 $20,237 * United States Debt Recovery IV LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Kentucky Department of Revenue 199 $996,699 * United States Debt Recovery V LP Transferors Claim No. Claim Amount ----------- --------- ------------ CM Hayes Inc. 317 $3,075 Envirosafe SVCS of Ohio Inc. 1487 $1,548 EWI Worldwide Inc. 1082 $614 Olson Packaging SVC Inc. 505 $1,197 Midland Molding Inc. 707 $2,372 707 $547 Automation Direct -- $769 IMS Co. -- $816 Kentucky Department of Revenue -- $353,042 New England Precision Inc. -- $7,868 Peterson Manufacturing Co. Inc. -- $1,214 About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COOPER-STANDARD: Court Approves Cooper Tire Settlement ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has approved a deal to settle Cooper Tire & Rubber Company's lawsuit against Cooper-Standard Holdings Inc. and its units. Under the deal, CSHI, Cooper-Standard Automotive Inc. and Cooper- Standard Automotive Canada Ltd. agreed to pay Cooper Tire $17,639,080 in cash in return for the dismissal of the lawsuit. CS Automotive also agreed under the deal 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. Cooper Tire filed the lawsuit 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- CRESCENT RESOURCES: U.S. Trustee Objects to Releases ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that the U.S. Trustee filed an objection to Crescent Resources LLC's Chapter 11 plan, citing that the Debtor is proposing releases for third parties that appellate courts in Texas don't allow. While not opposing approval of the plan, the U.S. Trustee believes the releases for officers, directors and others must be trimmed back to comply with rules established by the U.S. Court of Appeals in New Orleans. Creditors are voting on Crescent's plan in advance of the confirmation hearing on May 20. About Crescent Resources Crescent Resources, LLC -- http://www.crescent-resources.com/-- is a land management and real estate development company with interests in 10 states in the southeastern and southwestern United States. Crescent Resources is a joint venture between Duke Energy and Morgan Stanley Real Estate Fund. Established in 1969, Crescent creates mixed-use developments, country club communities, single-family neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks and shopping centers. Crescent Resources, LLC, and its debtor-affiliates filed for Chapter 11 protection on June 10, 2009, with the U.S. Bankruptcy Court for the Western District of Texas (Austin), lead case number 09-11507, before Judge Craig A. Gargotta. Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., is serves as the Debtors' bankruptcy counsel. DENTON 288: Section 341(a) Meeting Scheduled for June 3 ------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Denton 288 LP's creditors on June 3, 2010, at 2:00 p.m. The meeting will be held at the Office of the U.S. Trustee, 1100 Commerce Street, Room 976, Dallas, TX 75242. 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. Dallas, Texas-based Denton 288 LP filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. N.D. Texas Case No. 10-33213). Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. DIPAK DESAI: Washingtons Want Reorganization Case Dismissed ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Navada will consider at a hearing on June 15, 2010, at 9:30 a.m., the motion to dismiss, or in the alternative, convert the Chapter 11 case of Dipak Desai to one under Chapter 7 of the Bankruptcy Code. The hearing will be held at MKN LV-Courtroom 2, Foley Federal Bldg. Interested party, Michael & Josephine Washington, sought for the dismissal or conversion of the case explaining that, among other things: -- the case was filed in bad faith; -- Kusum Dasai, the Debtor's non-filing spouse, is not authorized to file a bankruptcy petition for Depak Desai; -- Kusum Desai testified at the 341 meeting that she and not Depak Desai, took the credit counseling class. Las Vegas, Nevada-based Dipak Desai, aka Dipak Desai, M.D., Chartered, filed for Chapter 11 bankruptcy protection on February 26, 2010 (Bankr. D. Nev. Case No. 10-13050). Bruce Thomas Beesley, Esq., at Lewis And Roca LLP, and Michael F. Lynch, Esq., who has an office in Las Vegas, Nevada, assists the Debtor in its restructuring effort. DISH NETWORK: March 31 Balance Sheet Upside-Down by $1.85 Billion ----------------------------------------------------------------- At March 31, 2010, DISH Network Corporation had total assets of $8,688,986,000 against total liabilities of $10,539,240,000 and non-controlling interest of $451,000, resulting in stockholders' deficit of $1,850,254,000. DISH reported net income of $230,915,000 for the three months ended March 31, 2010, from net income of $312,684,000 for the same period in 2009. Total revenue was $3,057,395,000 for the 2010 first quarter from $2,905,321,000 for the same period in 2009. A full-text copy of the Company's Form 10-Q report is available at no charge at http://ResearchArchives.com/t/s?6205 DISH Network Corporation is the third largest pay television provider in the United States with 14.1 million subscribers as of December 31, 2009. * * * DISH carries Moody's Investors Service's 'Ba3' Corporate Family rating, and Fitch Ratings' 'BB-' Issuer Default Rating. DISH NETWORK: Reports Results of May 3 Shareholders' Meeting ------------------------------------------------------------ DISH Network Corporation held its Annual Meeting of Shareholders on May 3, 2010. According to the Company, the Shareholders: (a) elected James DeFranco, Cantey Ergen, Charles W. Ergen, Steven R. Goodbarn, Gary S. Howard, David K. Moskowitz, Tom A. Ortolf, and Carl E. Vogel as directors to serve until the 2011 annual meeting of shareholders or until his or her respective successor shall be duly elected and qualified; and (b) ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2010. DISH Network Corporation is the third largest pay television provider in the United States with 14.1 million subscribers as of December 31, 2009. * * * DISH carries Moody's Investors Service's 'Ba3' Corporate Family rating, and Fitch Ratings' 'BB-' Issuer Default Rating. DOMINO'S PIZZA: Posts $24.5-Mil. Net Income for March 28 Quarter ---------------------------------------------------------------- Domino's Pizza Inc. filed with the Securities and Exchange Commission its Form 10-Q for the quarterly period ended March 28, 2010. The Company reported net income of $24.5 million on $381.1 million of total revenues for the three months ended March 28, 2010, compared with a net income of $23.7 million on $321.8 million total revenues for the same period a year ago. The Company's balance sheet for March 28, 2010, showed $427.6 million in total assets, $167.3 million total current liabilities, and $1.5 billion total long-term liabilities, for a $1.2 billion stockholders' deficit. As of March 28, 2010, the Company said it has: * $28.0 million of unrestricted cash and cash equivalents, * $86.0 million of restricted cash and cash equivalents, and * approximately $1.52 billion in total debt, including $60.0 million of borrowings under its $60.0 million variable funding note facility. During the first quarter of 2010, the Company terminated its last remaining letter of credit under its variable funding note facility, which provided an additional $2.4 million of borrowing capacity. During the first quarter of 2010, the Company borrowed the additional $2.4 million to take advantage of a low variable interest rate, and is now fully drawn on the $60.0 million facility. The Company's cash borrowing rate for the first quarter of 2010 averaged 5.9% versus 6.1% in the prior year period. The Company incurred $5.1 million in capital expenditures during the first quarter of 2010 versus $3.3 million in the first quarter of the prior year. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?61f8 About Domino's Pizza Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc. (NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza delivery company in the United States, based on reported consumer spending, and has a leading presence internationally. As of January 3, 2010, the Company had total assets of $453.8 million against total debt of $1.572 billion, resulting in stockholders' deficit of $1.321 billion. As of January 3, 2010, the Company had $42.4 million of unrestricted cash and cash equivalents, $91.1 million of restricted cash and cash equivalents, and $57.6 million of borrowings under its $60.0 million variable funding note facility. DOUGLAS DYNAMICS: S&P Raises Corporate Credit Rating to 'BB-' ------------------------------------------------------------- Standard & Poor's Ratings Services raised the corporate credit rating on Milwaukee-based snow- and ice-control products maker Douglas Dynamics LLC to 'BB-' from 'B+'. S&P also removed the rating from CreditWatch, where S&P placed it with positive implications on April 15, 2010. At the same time, S&P affirmed the 'BB' issue-level rating on the company's senior secured term loans due 2013 and 2016. The recovery rating on these two issues is now '2', as S&P revised the recovery rating on the 2013 term loan to '2' from '1'. S&P also withdrew its rating on the company's $150 million senior unsecured notes following their redemption. In addition, S&P assigned a 'BB-' corporate credit rating to Douglas Dynamics LLC's parent, Douglas Dynamics Inc. "The 'BB-' rating on Douglas Dynamics LLC and Douglas Dynamics Inc. (Douglas) reflects the completion of the IPO and subsequent repayment of debt, which results in meaningful financial leverage reduction," said Standard & Poor's credit analyst Gregoire Buet. S&P expects the company's operating performance will remain highly correlated to unpredictable weather patterns. "However, Douglas has a track record of consistent free cash flow generation and S&P anticipate that it will adhere to financial policies that would result in credit measures consistent with S&P's expectation for the 'BB-' rating, including adjusted total debt to EBITDA of less than 4x," he continued. The outlook is stable. Although S&P expects the company's credit measures to be volatile due to seasonal weather patterns, S&P believes the company will maintain adjusted financial leverage at or below 4x total debt to EBITDA. For the ratings, S&P also expect Douglas to generate more than $10 million of annual free cash flow. If unfavorable weather conditions curtail demand for the company's products for a prolonged period, or if manufacturing inefficiencies pressure operating margins below 20%, this would likely hamper free cash flow generation and credit protection measures, and S&P could lower the ratings. S&P is unlikely to raise the ratings in the near or medium term, as S&P views the company's weak business profile as a limitation. DOYLE HEATON: Sets June 24 Plan Confirmation Hearing ---------------------------------------------------- Doyle Heaton won approval of the disclosure statement explaining his proposed Chapter 11 plan. He will present the plan for confirmation at a hearing on June 24. Mr. Heaton, a developer, said "most" of his projects are "under water," meaning they are worth less than the mortgages against them. Mr. Heaton estimates having potential unsecured liabilities that aggregate nearly $120 million. He believes that the pool of unsecured claims asserted against the estate will be significantly reduced by virtue of value recovered from the assets of the development entities, but deficiencies are likely to remain. Under the Plan, the Debtors project that the unsecured creditor pool can be reduced to approximately $12 million. The Plan also incorporates and implements a settlement with secured lender Wells Fargo Bank, N.A. Holders of general unsecured claims are promised a recovery of up to 26%. The alternative approach would be to surrender the assets of the development entities to applicable secured creditors who would then likely foreclose on their collateral and dispose of these assets. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/DoyleHeaton_DS.pdf About Doyle and Mary Heaton Pleasant Hill, California-based Doyle D. Heaton, together with his wife Mary K. Heaton, filed for Chapter 11 protection on January 11, 2010 (Bankr. N.D. Calif. Case No. 10-40297). Mr. Heaton is a real-estate developer in the Bay Area around San Francisco. Maxim B. Litvak, Esq., at Pachulski, Stang, Ziehl and Jones, assists Mr. Heaton in his restructuring effort. DUANE READE: S&P Raises Corporate Credit Rating From 'B-' --------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit ratings on New York-based Duane Reade Holdings Inc. and Duane Reade Inc. to 'A' from 'B-', the same as S&P's rating on Walgreen Co. (A/Stable/A-1) following the completion of the acquisition of these entities by Walgreen Co. "All ratings are removed from CreditWatch, where they were placed with positive implications on Feb. 18, 2010; S&P's rating outlook is stable. Following this action, all ratings on Duane Reade Holdings Inc. and Duane Reade Inc. will be withdrawn," said Standard & Poor's credit analyst Ana Lai. Walgreen Co. completed its acquisition of Duane Reade Holdings and fully retired all outstanding debt of Duane Reade. Duane Reade is now an operating subsidiary of Walgreen Co. E.F.L. PARTNERS: Section 341(a) Meeting Scheduled for June 8 ------------------------------------------------------------ The U.S. Trustee for Region 3 will convene a meeting of E.F.L. Partners V's creditors on June 8, 2010, at 3:00 p.m. The meeting will be held at 833 Chestnut Street, Suite 501, Philadelphia, PA. 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. Philadelphia, Pennsylvania-based E.F.L. Partners V filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. E.D. Penn. Case No. 10-13655). Stuart A. Eisenberg, Esq., who has an office in Warminster, Pennsylvania, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. E.F.L. PARTNERS: Wants McCullough Eisenberg as Bankr. Counsel ------------------------------------------------------------- E.F.L. Partners V has sought permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ McCulllough Eisenberg, LLC, as bankruptcy counsel. McCulllough Eisenberg will, among other things: a. assist the Debtor in its investigation of the acts, conduct assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of the business, and any other matter relevant to the case or to the formulation of a plan; b. participate, along with the Debtor, in the formulation of a plan; c. consolidate the Debtor's case with the case of the Debtor's affiliate, Waterbridge Partners, LP, filed concurrently; and d. perform other legal services as may be required and in the interest of creditors. McCullough Eisenberg will be paid based on the hourly rates of its personnel: Stuart A. Eisenberg $350 Carol B. McCullough $350 Stuart A. Eisenberg, an attorney at McCullough Eisenberg, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Roberta A. Deangelis, the Acting United States trustee for Region 3, has objected to the hiring of a bankruptcy counsel. According to Ms. Deangelis, the Debtor identifies an affiliate, Waterbridge Partners, L.P., in the Debtor's application to employ counsel. "What is not disclosed however is the fact that a petition was filed by Waterbridge under Chapter 11 of the Bankruptcy Code on the same date as the commencement of the instant case. Also undisclosed is the fact that Waterbridge is represented by the same counsel representing the Debtor in this case. Although Waterbridge is identified in the application, it is not disclosed in the affidavit signed by proposed counsel and filed in support of the application. Neither the application nor the affidavit contains sufficient information regarding the relationship between the Debtor and its affiliate to enable the Court, the U.S. trustee, and parties in interest to determine whether proposed counsel is disinterested and does not hold or represent an interest adverse to the Debtor and the Estate," Ms. Deangelis states. According to Ms. Deangelis, neither the application nor the affidavit contain sufficient information regarding the payment of any retainers to counsel, the source of any payments, and the amount drawn down from any retainer prior to the Petition Date to enable the Court, the U.S. trustee, and parties in interest to determine whether proposed counsel is disinterested and does not hold or represent an interest adverse to the Debtor and the estate. Philadelphia, Pennsylvania-based E.F.L. Partners V filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. E.D. Penn. Case No. 10-13655). The Company estimated its assets and debts at $10,000,001 to $50,000,000. ELECTRICAL COMPONENTS: Wins Confirmation of Prepackaged Plan ------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Electrical Components International Inc. has won confirmation of its prepackaged reorganization plan six weeks after the Chapter 11 filing. Under the Plan, first-lien lenders will receive $10.4 million cash, a new $145 million term loan and 54.7% of the new stock. Second-lien creditors are to get $10 million cash. General unsecured creditors will be paid in full in cash. New investors who will pay about $33 million will receive 45.3% of the stock. The new investors are BlackRock Kelso Capital Corp. and affiliates of Sankaty Advisors LLC. The financial restructuring eliminates $165 million or approximately 50% of debt. Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_plan.pdf http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds.pdf http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds2.pdf About Electrical Components St. Louis, Missouri-based Electrical Components International, Inc. -- aka Whitehouse Acquisition Co.; Electrical Components International DE Holdings Co.; Wirekraft Employment Co.; Wire Harness Contractors, Inc.; Wire Harness Automotive, Inc.; Wire Harness Industries Inc.; and Wirekraft LLC -- designs, manufactures and markets wire harnesses and provides assembly services primarily for major white goods appliance manufacturers. The Company filed for Chapter 11 bankruptcy protection on March 30, 2010 (Bankr. D. Del. Case No. 10-11054). These affiliates also filed separate Chapter 11 petitions -- ECM Holding Company (Case No. 10-11055), with estimated assets and debts at $100 million to $500 million; FP-ECI Holdings Company (Case No. 10-11056); and Noma O.P., Inc. (Case No. 10-11057). Stephen Youngman, Esq., at Weil, Gotshal & Manges LLP, assists the Company in its restructuring effort. Chun I. Jang, Esq., Paul N. Health, Esq., and Travis A. McRoberts, Esq., at Richards, Layton & Finger, P.A., are the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. In its petition, the Company estimated its assets and debts at $100,000,001 to $500 million. ENERGY FUTURE: Files Slide Presentation for Investor Meetings ------------------------------------------------------------- Beginning May 11, 2010, members of the management team of Energy Future Holdings Corp. will utilize a slide presentation regarding the Company and its subsidiaries during the Company's meetings with certain analysts and investors. A full-text copy of the slide presentation is available at no charge at http://ResearchArchives.com/t/s?6207 EFH Corp. said it continually seeks opportunities to enhance its financial flexibility. In March and April 2010, EFH Corp. completed debt-for-debt exchanges and open market repurchases: -- In March, the Company issued $34 million EFH Corp. 10% Senior Secured Notes due 2020 in exchange for $20 million EFH Corp. PIK Toggle Notes and $27 million TCEH PIK Toggle Notes, capturing $13 million of discount; -- In April, the Company purchased $5 million EFH Corp. 10.875% Cash-Pay Notes for $3.8 million cash from the net proceeds of the January 2010 $500 million issuance, capturing ~$1 million of discount; -- In April, the Company also issued $66 million aggregate EFH Corp. 10% Senior Secured Notes due 2020 in exchange for $75 million aggregate EFH Corp. PIK Toggle Notes and $17 million aggregate TCEH PIK Toggle Notes, capturing $26 million of discount. The Company reported a net income of $355.0 million on $1.99 billion in operating revenues for the three months ended March 31, 2010, compared with a net income of $454.0 million on $2.1 billion of operating revenue for the same period a year ago. The Company's balance sheet for March 31, 2010, showed $52.7 billion in total assets and $55.59 billion in total liabilities for a $2.8 billion total stockholders' deficit. About Energy Future Energy Future Holdings Corp. is a diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas- Fort Worth. * * * Energy Future Holdings Corp. continues to carry Moody's Investors Service "Caa1" Corporate Family Rating, with negative rating Outlook, and Standard & Poor's "B-" issuer rating. As reported by the Troubled Company Reporter on April 7, 2010, Fitch Ratings downgraded to 'B-' from 'B' the Issuer Default Ratings of Energy Future Holdings Corp.; Energy Future Intermediate Holding Company LLC; Texas Competitive Electric Holdings Company LLC; and Energy Future Competitive Holdings Company. ENERGY TRANSFER: Moody's Affirms Ba1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service affirmed the Corporate Family Rating and related securities ratings of Energy Transfer Equity L.P., as well as the Baa3 long-term debt rating of Energy Transfer Partners, L.P. At the same time, the rating agency changed ETE's rating outlook to negative from stable. ETP's rating outlook remains stable. The ratings affirmations and outlooks are in response to announced transactions in which ETE will acquire the GP of Regency Energy Partners from GE Financial Services and transfer direct ownership of a 49.9% stake in Midcontinent Express Pipeline LLC from ETP to Regency. ETE will acquire Regency's GP for $300 million of preferred units issued to GE Financial Services. In a concurrent two-step process, ETE will acquire ETP's stake in MEP for consideration of $600 million via redeemed ETP common units, and then exchange the MEP stake for common units of Regency. When completed, ETE will control Regency and ETP through their respective GP interests. ETE will also own approximately 22% of Regency's common units and 28% of ETP's common units. Regency will have a direct 49.9% stake in MEP. Moody's is affirming ETE's Ba1 CFR and, in turn, its Ba2 senior secured rating based on the increased scale, asset footprint and diversification provided by control over two independent MLPs, each with different growth and leverage profiles that should support increased distributions to ETE. As a contributor to ETE, Regency will provide a slightly less leveraged cash flow stream that provides diversification to ETE's distribution streams and consolidated operating profile. However, ETE's outlook is changed to negative to reflect the increased debt of the consolidated entity, including about $1 billion of incremental debt at the Regency level and $300 million of preferred stock issued directly by ETE. Moody's estimates ETE's proforma Debt/EBITDA on a consolidated basis at about 5.7 times, including standard adjustments such as operating leases and the proportionate share of MEP's debt. Moody's remains concerned that ETE's consolidated corporate family leverage will remain elevated based on the inherent tension between ETE's call for growing distributions and the internal growth needs of the two MLPs. In addition, the multiple layers of operations and debt placement within the ETE consolidated entity add complexity and prior calls on the cash distributions available to ETE. Over the medium-term, Moody's will monitor ETE's ability to manage and reduce its consolidated leverage as well as to balance the capital needs of and distributions from its MLPs in order to stabilize the negative outlook. For ETP, the transfer of the stake in MEP is tax-efficient and relatively neutral for its Baa3 long-term debt rating, which is affirmed with a stable outlook. ETP will be will be shedding $400 million of pro-rata MEP non-recourse debt in a non-operated asset and $86 million in expansion capital required for MEP in 2010. It will also save approximately $68 million in distribution outflows on the redeemed units and have modestly increased flexibility to issue common units to fund future growth opportunities. In addition, ETP is showing good progress on its major pipeline growth projects, which are expected to diversify cash flows as they come onstream in the relative near-term. Under current circumstances, Moody's does not believe the transfer of the MEP ownership interest to Regency from ETP has any significant impact on MEP's Ba1 long-term debt rating, although MEP's equity earnings and distributions will diversify Regency's own cash flow streams and improve its risk profile. The last rating action affecting ETE occurred on April 16, 2010 when Moody's withdrew ratings assigned to a proposed senior note offering and credit facility, following postponement of the transactions. The last rating action affecting ETP occurred on September 23, 2008, when Moody's affirmed ETP's Baa3 senior unsecured note rating. Energy Transfer Equity, L.P., Energy Transfer Partners, L.P., and Regency Energy Partners L.P. are all headquartered in Dallas, Texas. FAIRPOINT COMMS: Confirmation Hearing to Continue July 8 -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the bankruptcy court in Manhattan will continue on July 8 the confirmation hearing for the Chapter 11 plan of FairPoint Communications Inc. The Company is working out settlements with regulators in three New England states. The Plan contemplates the conversion of approximately $1 billion of FairPoint's prepetition indebtedness into equity in reorganized FairPoint. Holders of unsecured claims are expected to receive $635 million in aggregate distributions -- primarily in stocks -- or a 16.9% recovery if the class of unsecured claimants voted to accept the Plan. They won't receive any distributions if they rejected the Plan. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry-leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, FairPoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes FairPoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of FairPoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FELIX FHIMA: Files Schedules of Assets and Liabilities ------------------------------------------------------ Felix M. Fhima and Patricia H. Fhima filed with the U.S. Bankruptcy Court for the Central District of California a summary of their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $11,400,000 B. Personal Property $73,413 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,747,206 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $2,569,096 ----------- ----------- TOTAL $11,473,413 $11,316,302 Los Angeles, California-based Felix M. Fhima and Patricia H. Fhima filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. C.D. Calif. Case No. 10-15854). Michael Jay Berger, Esq., who has an office in Beverly Hills, California, assists the Debtors in their restructuring efforts. The Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. FELIX FHIMA: Taps Michael Berger as Bankruptcy Counsel ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California authorized Felix M. Fhima and Patricia H. Fhima to employ the Law Offices of Michael Jay Berger as general bankruptcy counsel. The firm is expected to represent the Debtors in the Chapter 11 proceedings. To the best of the Debtors' knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Law Offices of Michael Jay Berger 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com About Felix Fhima Los Angeles, California-based Felix M. Fhima and Patricia H. Fhima filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. C.D. Calif. Case No. 10-15854). The Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. FERMIN ANIEL: Court Sees "Inevitable Foreclosure" & Lifts Stay -------------------------------------------------------------- WestLaw reports that a creditor was entitled to stay relief, pending resolution of standing-related issues, as to certain rental property on which the pro se Chapter 11 debtors had been collecting postpetition rent but had not made any postpetition payments. Although the California bankruptcy court found that justice dictated that the debtors make adequate protection payments, the debtors refused to do so. There was no doubt that the debtors signed the subject note, nor much doubt that ultimately the creditor would be able to "connect the dots" by showing the chain of title of the note and deed of trust. The court found no point in delaying the inevitable foreclosure of the property. In re Aniel, --- B.R. ----, 2010 WL 1609923 (Bankr. N.D. Cal.). Fermin A. and Erlinda A. Aniel sought Chapter 11 protection (Bankr. N.D. Calif. Case No. 09-30452) on Feb. 25, 2009. At the time of the filing, they were represented by Sydney Jay Hall, Esq., in Burlingame, Calif., and estimated their assets and liabilities at $1 million to $10 million. FISHERMAN'S WHARF: Files Schedules of Assets & Liabilities ---------------------------------------------------------- Fisherman's Wharf of Venice, Inc., has filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $15,820,000 B. Personal Property $150,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,035,192 E. Creditors Holding Unsecured Priority Claims $533,449 F. Creditors Holding Unsecured Non-priority Claims $5,473,220 ----------- ----------- TOTAL $15,970,000 $14,041,861 Venice, Florida-based Fisherman's Wharf of Venice, Inc., filed for Chapter 11 bankruptcy protection on May 4, 2010 (Bankr. M.D. Fla. Case No. 10-10694). H. Bradley Staggs, Esq., at Bush Ross, P.A., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. These affiliates filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ ------- ---- JMT Partners 10-10699 5/04/10 Assets: $10,000,001 to $50,000,000 Debts: $1,000,001 to $10,000,000 JPKJ, LLC 10-10698 5/04/10 Assets: $10,000,001 to $50,000,000 Debts: $1,000,001 to $10,000,000 FISHERMAN'S WHARF: Taps Bush Ross as Bankruptcy Counsel ------------------------------------------------------- Fisherman's Wharf of Venice, Inc., has asked for authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bush Ross, P.A., as bankruptcy counsel. Bush Ross will, among other things: a. take necessary action to recover any preferential transfers, fraudulent transfers or other voidable transfers; b. enjoin or stay any and all suits and proceedings against the Debtor affecting its ability to continue in business or affecting its property; c. represent the Debtor in any negotiations with potential financing sources, and to prepare any contracts, security agreements, or other documents necessary to obtain financing; and d. represent the Debtor with respect to any issues relating to the use of cash collateral. The Debtor and Bush Ross didn't disclose how the firm will be compensated for its services. H. Bradley Staggs, a member at Bush Ross, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Venice, Florida-based Fisherman's Wharf of Venice, Inc., filed for Chapter 11 bankruptcy protection on May 4, 2010 (Bankr. M.D. Fla. Case No. 10-10694). The Company estimated its assets and debts at $10,000,001 to $50,000,000. These affiliates filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ ------- ---- JMT Partners 10-10699 5/04/10 Assets: $10,000,001 to $50,000,000 Debts: $1,000,001 to $10,000,000 JPKJ, LLC 10-10698 5/04/10 Assets: $10,000,001 to $50,000,000 Debts: $1,000,001 to $10,000,000 FORD MOTOR: UAW Wants to Get Back Some Concessions -------------------------------------------------- The New York Times' Nick Bunkley reports that the incoming president of the United Auto Workers, Bob King, is putting the Big 3 automakers on notice that he expects hourly workers to be given back some of the benefits they surrendered as the bottom lines of all three car companies improve -- at least to the extent that management and other stakeholders are rewarded. According to Mr. Bunkley, the UAW is expected to ask that some of its givebacks be reversed during contract talks with the carmakers in 2011, when the contract signed in 2007 -- and modified last year with more concessions as General Motors and Chrysler approached bankruptcy -- expires. According to the NY Times, Mr. King said during a speech to executives and analysts this week, "We just want to make sure when things turn around we share in the upside." The NY Times notes that a complicating factor is that the U.A.W. will enter the contract talks as part owners of both GM and Chrysler through a union-controlled trust fund. The fund, which took over liability for retiree health care coverage this year, has a 17.5% stake in GM and is the majority owner of Chrysler, holding 55%. According to the NY Times, Paul Kersey, director of labor policy at the Mackinac Center for Public Policy, a conservative research group in Midland, Michigan, said the GM and Chrysler bankruptcies "were structured to protect the union interests at the expense of the creditors and investors." According to the NY Times, Mr. Kersey said he doesn't see "there being a whole lot of public support for them pursuing a restoration of the concessions." About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. At December 31, 2009, the Company had US$194.850 billion in total assets against US$201.365 billion in total liabilities. Total deficit attributable to Ford Motor at December 31, 2009, was US$7.820 billion. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. In March 2010, Moody's Investors Service raised Ford's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B2 from B3, secured credit facility to Ba2 from Ba3, senior unsecured debt to B3 from Caa1, trust preferred to Caa1 from Caa2, and Speculative Grade Liquidity rating to SGL-2 from SGL-3. Also raised is Ford Credit's senior debt rating to B1 from B2. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. FORD MOTOR: Seeks to End Tie-up with Mazda & Changan ---------------------------------------------------- According to Reuters, two sources said Thursday Ford Motor and its China venture partners, Mazda Motor Corp. and Chongqing Changan Automobile Co., are seeking Chinese government approval to end their three-way tie up. The sources with direct knowledge of the scheme told Reuters Ford and Mazda both plan to set up their own separate joint ventures with Changan, a move which will give the automakers more leeway to design their own China strategies. Reuters relates Ford is set to own half of its new two-way venture with Changan, the sources said, while the Mazda-Changan tie-up will probably also be a 50-50 JV. "They have submitted a joint proposal to the Chinese government to split up the partnership. Ford's new JV with Changan will be based in Chongqing, while Mazda's venture will be based in Nanjing," one of the sources told Reuters. That source told Reuters it was unclear when the government was expected to make a decision. Reuters notes Mazda's ties with Ford have weakened since Ford reduced its controlling one-third stake in Mazda to 13% in 2008 to free up cash. Ford currently owns about 11% of Mazda, Japan's No. 5 automaker. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. At December 31, 2009, the Company had US$194.850 billion in total assets against US$201.365 billion in total liabilities. Total deficit attributable to Ford Motor at December 31, 2009, was US$7.820 billion. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. In March 2010, Moody's Investors Service raised Ford's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B2 from B3, secured credit facility to Ba2 from Ba3, senior unsecured debt to B3 from Caa1, trust preferred to Caa1 from Caa2, and Speculative Grade Liquidity rating to SGL-2 from SGL-3. Also raised is Ford Credit's senior debt rating to B1 from B2. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. FRASER PAPERS: Appoints Chief Restructuring Officer --------------------------------------------------- Fraser Papers Inc. appointed Glen McMillan as Chief Restructuring Officer of the Company. Mr. McMillan will report to the Board of Directors and will oversee the completion of the restructuring of Fraser Papers and its subsidiaries under the Companies' Creditors Arrangement Act ("CCAA") and Chapter 15 of the U.S. Bankruptcy Code. Mr. Peter Gordon, the Company's Chief Executive Officer, resigned effective May 14, 2010, but will remain on the Board of Directors of Fraser Papers to assist in the remaining steps of the restructuring process. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company filed for creditor protection under the CCAA in Canada and Chapter 15 in the U.S. On April 28, 2010, the Company sold its specialty papers business to Twin Rivers Paper Company, a newly incorporated company owned by its creditors. On April 30, Fraser Papers sold its hardwood pulp mill in Thurso, Quebec, to Fortress Specialty Cellulose Inc. The Company is currently in the process of selling its remaining assets, including the Gorham, New Hampshire paper mill and its two lumbermills in northern Maine. Once the remaining assets are sold, the Company intends to file a Plan of Arrangement for consideration by its creditors. About Fraser Papers Fraser Papers -- http://www.fraserpapers.com/-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company and its subsidiaries filed for protection under the Companies Creditors Arrangement Act (Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S. Bankruptcy Code. Fraser is represented by Michael Barrack, Esq., Robert I. Thornton, Esq., and D.J. Miller, Esq., at ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del. With adequate financing to support continuing operations, Fraser says it is developing a restructuring plan to present to its creditors -- hopefully by Oct. 16, 2009 -- with the objective of emerging with a sustainable and profitable specialty papers business. FREMONT GENERAL: Signature Plan Wins Court Confirmation ------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Bankruptcy Court approved the reorganization plan sponsored by Signature Group Holdings Inc. for debtor Fremont General Corp. Five competing plans were submitted in the case. According to Bloomberg, Signature's plan pays all creditors in full and allows existing shareholders to retain their stock, although diluted by new shares issued under the plan. Holders of $176.4 million in 7.875% senior notes will be paid in full, with interest. The holders of $107.4 million in so-called TOPrS are to receive $45 million cash, $39 million in notes, and 21 million shares of common stock. Other unsecured creditors will be paid in full. Signature Group is to pay $10 million for 12.5 million shares of common stock. It will also pay $300,000 for warrants for 15 million more shares. Signature intends to operate the company as a commercial finance business focusing on the middle- market. About Fremont General Based in Santa Monica, California, Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at September 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's noticing agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. Fremont's formal schedules showed $330,036,435 in total assets and $326,560,878 in total debts. GATEHOUSE MEDIA: Posts $17.4-Mil. Net Loss for March 31 Quarter --------------------------------------------------------------- GateHouse Media Inc. filed with the Securities and Exchange Commission its Form 10-Q for the quarterly period ended March 31, 2010. The Company reported a net loss of $17.4 million on $133.1 million of total revenues for the three months ended March 31, 2010, compared with a net loss of $31.9 million on $138.5 million of total revenues during the same period a year ago. The Company reported $579.5 million in total assets and $1.3 billion in total liabilities, for a stockholder's deficit of $783.8 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?61f9 About GateHouse Media Based in Fairport, New York, GateHouse Media, Inc. (Pink Sheets OTC: GHSE) is one of the largest publishers of locally based print and online media in the United States as measured by its 87 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. The Company's balance sheet at Dec. 31, 2009, showed $591.2 million in assets and $1.3 billion in liabilities, resulting to a $753.0 million stockholders' deficit. As reported by the Troubled Company Reporter on Sept. 21, 2009, Moody's downgraded GateHouse Media Operating, Inc.'s Corporate Family rating to "Ca" from "Caa1" and its Probability of Default rating to "Ca" from "Caa2", reflecting Moody's view of very high default risk and weakened recovery prospects for debtholders in an event of default scenario which is exacerbated by lingering adverse current market conditions. GEMS TV: Asset Auction Set for June 2 ------------------------------------- Bill Rochelle at Bloomberg News reports that television jewelry retailer Gems TV (USA) Ltd. won approval to sell most of its assets at an auction. The bankruptcy judge on May 5 approved holding an auction on June 2, while the Company had wanted the auction on May 18. Competing bids are due May 28. The hearing for approval of the sale is set for June 3. The assets being sold exclude inventory and the Gems TV trademark. About Gets TV (USA) Reno, Nevada-based Gems TV (USA) Limited, aka Gems TV, is a television retailer of gemstone jewelry products. Its parent is Gems TV Holdings Ltd., which owns and operates jewelry home shopping TV channels in the U.S., U.K. and Japan. The Company filed for Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. D. Del. Case No. 10-11158). Robert S. Brady, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, assist the Company in its restructuring effort. Focus Management Group is the Company's financial advisor. Epiq Bankruptcy Solutions serves as 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 MOTORS: Cannot Legally Buy Back Former Financing Unit ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that General Motors Co. cannot legally buy back its former financing unit, Ally Financial Inc., because Ally is a bank holding company, said a person familiar with the matter. The Wall Street Journal's Sharon Terlep has reported that two people familiar with the situation said GM is weighing an attempt to buy back its old auto-lending arm or start a new finance company in a bid to become more competitive and bolster the company's appeal ahead of an initial public stock offering. GM sold majority control of its lending arm, GMAC LLC, in 2006. The Journal noted that GMAC, which recently renamed itself Ally Bank, made $653 million on its North American automotive operations in 2010's first quarter. According to the Journal, GM would be interested mainly in acquiring Ally's auto-finance business and not GMAC's troubled mortgage-lending unit. Alternatively, GM could attempt to partner with other lenders or launch its own finance unit. The U.S. government holds a 61% stake in GM. As reported by the Troubled Company Reporter, GM in April repaid a $6.7 billion federal loan. The Journal says the rest of the government's $50 billion investment won't be repaid until the U.S. Treasury can sell its GM shares. GM has said it would launch an initial public offering as soon as this year, depending on market conditions and the company's financial position. GM in the next few days is expected to announce a solid first-quarter financial performance, the Journal said. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At 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 US$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) GENERAL MOTORS: UAW Wants to Get Back Some Concessions ------------------------------------------------------ The New York Times' Nick Bunkley reports that the incoming president of the United Auto Workers, Bob King, is putting the Big 3 automakers on notice that he expects hourly workers to be given back some of the benefits they surrendered as the bottom lines of all three car companies improve -- at least to the extent that management and other stakeholders are rewarded. According to Mr. Bunkley, the UAW is expected to ask that some of its givebacks be reversed during contract talks with the carmakers in 2011, when the contract signed in 2007 -- and modified last year with more concessions as General Motors and Chrysler approached bankruptcy -- expires. According to the NY Times, Mr. King said during a speech to executives and analysts this week, "We just want to make sure when things turn around we share in the upside." The NY Times notes that a complicating factor is that the U.A.W. will enter the contract talks as part owners of both GM and Chrysler through a union-controlled trust fund. The fund, which took over liability for retiree health care coverage this year, has a 17.5% stake in GM and is the majority owner of Chrysler, holding 55%. According to the NY Times, Paul Kersey, director of labor policy at the Mackinac Center for Public Policy, a conservative research group in Midland, Michigan, said the GM and Chrysler bankruptcies "were structured to protect the union interests at the expense of the creditors and investors." According to the NY Times, Mr. Kersey said he doesn't see "there being a whole lot of public support for them pursuing a restoration of the concessions." 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 US$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) GIBRALTAR INDUSTRIES: S&P Gives Pos. Outlook; Keeps 'B+' Rating --------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Buffalo, N.Y.-based Gibraltar Industries Inc. to positive from stable. At the same time, S&P affirmed its 'B+' corporate credit rating on the company. In addition, S&P raised the issue-level rating on the company's senior subordinated notes to 'B+' (the same as the corporate credit rating) from 'B'. S&P revised the recovery rating on this debt to '4', reflecting the expectation for average (30% to 50%) recovery for lenders in the event of payment default, from '5'. "The outlook revision reflects S&P's expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that S&P would consider good for the 'B+' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. Specifically, a gradual recovery in residential construction activity, albeit from 2009's depressed level, should result in continued EBITDA improvement and leverage likely to be maintained below 3.5x throughout 2010. The ratings incorporate S&P's expectation that demand for Gibraltar's mailboxes, bar grating, and ventilation products may be flat to up slightly as housing markets and the general economy continue to recover. Standard & Poor's economists expect residential end markets, which represent approximately 65% of the company's sales, to improve modestly in 2010. Specifically, new housing starts are projected to increase 20% from 2009's level to about 660,000 units. The rating outlook is positive reflecting S&P's belief that Gibraltar's credit measures will remain good for the 'B+' corporate credit rating. Specifically, S&P think leverage will likely be maintained below 3.5x over the next several quarters given S&P's expectation for a modest improvement in the company's residential end markets. S&P could raise the ratings if operating conditions improve more than S&P expects due to a more robust recovery in residential construction, resulting in leverage being maintained below 3x over the next several quarters. Specifically, this could occur if 2010 sales increased approximately 10% from 2009's level and EBITDA margins were expected to remain above 11%. S&P could revise the outlook to stable if credit measures were to weaken from current levels because, among other considerations, residential construction activity does not improve in 2010 or a sharp increase in raw material costs could not be offset with price increases resulting in a material decline in EBITDA margins. Considering the company's weak business risk profile, S&P considers leverage below 5x to be acceptable for the 'B+' rating. GLOBAL CROSSING: Files Form 10-Q for March 31 Quarter ----------------------------------------------------- Global Crossing filed with the Securities and Exchange Commission its Form 10-Q for the quarterly period ended March 31, 2010. The Company reported a $119.0 million net loss on $648.0 million of revenue for the three month ended March 31, 2010, compared with a $58.0 million net loss on $609.0 million of revenue for the same period a year ago. The Company's balance sheet showed $2.3 billion in total assets and $2.7 million in total liabilities, for a $400 million stockholders' deficit as of March 31, 2010. "Our 'Invest and Grow' revenue increased nine percent year over year, consistent with the assumptions underlying our annual guidance," said John Legere, chief executive officer of Global Crossing. "We are investing in our product and service capabilities, as well as our sales resources, and we are seeing encouraging signs of improving order volumes. We remain confident about the full-year outlook and our strategic positioning for long-term growth." A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?612b About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) is a global IP and Ethernet solutions provider with the world's first integrated global IP-based network. The company offers a full range of data, voice and collaboration services with an industry leading customer experience and delivers service to approximately 40% of the Fortune 500, as well as to 700 carriers, mobile operators and ISPs. It delivers converged IP services to more than 700 cities in more than 70 countries around the world. At December 31, 2009, the Company had total assets of US$2.488 billion and total liabilities of US$2.848 billion, resulting in a US$360 million stockholders' deficit. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. GREG SHANE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Gregg D. Shane 9020 South Stillhouse Road Oak Grove, MO 64075 Bankruptcy Case No.: 10-42317 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Judge: Arthur B. Federman Debtor's Counsel: Ronald S. Weiss, Esq. Berman DeLeve Kuchan & Chapman 911 Main St., Suite 2230 Kansas City, MO 64105 Tel: (816) 471-5900 Fax: (816) 842-9955 E-mail: rweiss@bdkc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Gregg D. Shane. GRIGIO TTL: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Grigio TTL, LLC dba Mondrian Tempe Town Lake dba Grigio Tempe Town Lake 2555 E. Camelback Road, Suite 1050 Phoenix, AZ 85016 Bankruptcy Case No.: 10-14141 Chapter 11 Petition Date: May 9, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: James M. Marlar Debtor's Counsel: Susan M. Freeman, Esq. Lewis and Roca 40 N. Central Ave. Phoenix, AZ 85004-4429 Tel: (602) 262-5756 Fax: (602) 262-5747 E-mail: smf@lrlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Brian Kearney, managing member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Mondrian TTL, LLC HCA INC: Offers to Exchange Unregistered Senior Secured Notes ------------------------------------------------------------- HCA Inc. is offering to exchange: -- $310,000,000 aggregate principal amount of its 9-7/8% Senior Secured Notes due 2017, -- $1,500,000,000 aggregate principal amount of its 8-1/2% Senior Secured Notes due 2019, -- $1,250,000,000 aggregate principal amount of its 7-7/8% Senior Secured Notes due 2020, and -- $1,400,000,000 aggregate principal amount of its 7-1/4% Senior Secured Notes due 2020, each of which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding: -- 9-7/8% Senior Secured Notes due 2017, -- 8-1/2% Senior Secured Notes due 2019, -- 7-7/8% Senior Secured Notes due 2020, and -- 7-1/4% Senior Secured Notes due 2020. HCA is conducting the exchange offers to provide noteholders with an opportunity to exchange unregistered notes for freely tradable notes that have been registered under the Securities Act. The exchange offers expire at 11:59 p.m., New York City time, on June 2, 2010, unless extended. HCA does not currently intend to extend the expiration date. The terms of the exchange notes to be issued in the exchange offers are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable. The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. HCA does not plan to list the notes on a national market. All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, HCA does not currently anticipate that it will register the outstanding notes under the Securities Act. A full-text copy of the prospectus is available at no charge at http://ResearchArchives.com/t/s?61eb As of March 31, 2010, Nashville, Tenn.-based HCA Inc. -- http://www.hcahealthcare.com/-- operated 162 hospitals and 106 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures. As of March 31, 2010, HCA's balance sheet reflected cash and cash equivalents of $388 million, total debt of $26.855 billion, total assets of $24.091 billion, and stockholders' deficit of $9.298 billion. * * * HCA carries Standard & Poor's Ratings Services' 'B+' corporate credit rating and Moody's Investors Service's B2 Corporate Family and Probability of Default Ratings. HCA INC: Reports $388 Million Net Income for March 31 Quarter ------------------------------------------------------------- HCA Inc. reported financial and operating results for its first quarter ended March 31, 2010: -- Revenues increased to $7.544 billion compared to $7.431 billion in the first quarter of 2009. Charity care and uninsured discounts, which reduce reported revenues, increased to $1.581 billion in the first quarter compared to $1.108 billion in the prior year's first quarter. -- Net income attributable to HCA Inc. totaled $388 million, compared to $360 million in the prior year's first quarter. -- Adjusted EBITDA totaled $1.574 billion, compared to $1.457 billion in the first quarter of 2009. -- Provision for doubtful accounts declined to $564 million, from $807 million in the prior year. -- Interest expense increased to $516 million, from $471 million in the first quarter of 2009. -- Same facility equivalent admissions increased 1.1%, and same facility admissions increased 0.9% in the first quarter compared to the first quarter of 2009. -- Revenue per equivalent admission increased 0.6% and reflects the impact of the increased charity care and uninsured discounts. Cash revenue per equivalent admission increased 4.5% in the quarter compared to the prior year. -- Total surgeries, on a same facility basis, declined 1.3% from the previous year's first quarter. As of March 31, 2010, HCA's balance sheet reflected cash and cash equivalents of $388 million, total debt of $26.855 billion, total assets of $24.091 billion, and stockholders' deficit of $9.298 billion. During the first quarter of 2010, capital expenditures totaled $214 million. Net cash provided by operating activities totaled $901 million in the first quarter of 2010 compared to $615 million in the prior year. The $286 million increase was due primarily to a $239 million decline in net income taxes paid. On May 5, 2010, HCA's Board of Directors declared a distribution to the Company's existing stockholders and holders of vested stock options. The distribution is $5.00 per share and vested stock option, or approximately $500 million in the aggregate, and will be paid on May 14, 2010 to holders of record on May 6, 2010. The distribution will be funded using funds available under HCA's existing senior secured revolving credit facilities. A full-text copy of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, is available at no charge at http://ResearchArchives.com/t/s?61e8 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?61e9 As of March 31, 2010, Nashville, Tenn.-based HCA Inc. -- http://www.hcahealthcare.com/-- operated 162 hospitals and 106 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures. * * * HCA carries Standard & Poor's Ratings Services' 'B+' corporate credit rating and Moody's Investors Service's B2 Corporate Family and Probability of Default Ratings. HCA INC: Seeks to Raise $2.5 Billion in IPO ------------------------------------------- HCA Inc. on May 7, 2010, filed with the Securities and Exchange Commission a registration statement on Form S-1 with respect to a proposed initial public offering of its common stock. The Company currently estimates that the gross proceeds it will receive from the sale of shares of its common stock sold by it in that offering, excluding the underwriters' option to purchase additional shares, will be $2.5 billion. The Company intends to use the anticipated net proceeds to repay certain of its existing indebtedness, as will be determined prior to the initial public offering, and for general corporate purposes. The proposed underwriters are: * Merrill Lynch, Pierce, Fenner & Smith Incorporated; * Citigroup Global Markets Inc.; * J.P. Morgan Securities Inc.; * Barclays Capital Inc.; * Credit Suisse Securities (USA) LLC; * Deutsche Bank Securities Inc.; * Goldman, Sachs & Co.; * Morgan Stanley & Co. Incorporated; * Wells Fargo Securities, LLC Merrill Lynch, Citigroup and JPMorgan Securities are acting as representatives of each of the underwriters. A full-text copy of the shelf-registration statement is available at no charge at http://ResearchArchives.com/t/s?61ea As of March 31, 2010, Nashville, Tenn.-based HCA Inc. -- http://www.hcahealthcare.com/-- operated 162 hospitals and 106 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures. As of March 31, 2010, HCA's balance sheet reflected cash and cash equivalents of $388 million, total debt of $26.855 billion, total assets of $24.091 billion, and stockholders' deficit of $9.298 billion. * * * HCA carries Standard & Poor's Ratings Services' 'B+' corporate credit rating and Moody's Investors Service's B2 Corporate Family and Probability of Default Ratings. HEALTHSOUTH CORP: Posts $50-Mil. Profit for First Quarter --------------------------------------------------------- HealthSouth Corporation reported its results of operations for the first quarter ended March 31, 2010. The Company reported a net income of $50.5 million on $491.0 million of net operating revenues for the three months ended March 31, 2010, compared with a net income of $53.5 million on $427.9 million of net operating revenues during the same period a year ago. The Company's balance sheet for March 31, 2010, showed $1.7 billion total assets and $2.1 billion total liabilities, for a $861.9 million total stockholders' deficit. "The first quarter was another solid quarter for HealthSouth," said Jay Grinney, President and Chief Executive Officer of HealthSouth. "Despite weather-related disruptions in several markets, we saw an overall increase in the number of patients treated and, through better pricing and disciplined expense management, achieved strong growth across all key, financial metrics. Additionally, our development pipeline remains strong, as evidenced by the recent announcement that we've signed a definitive agreement to purchase a 50-bed rehabilitation hospital in Las Vegas. We are exploring additional development projects and are on track to achieve our growth objectives for the year." "The first quarter's strong Adjusted Consolidated EBITDA growth reduced the Company's leverage ratio and contributed to the $36 million of growth in cash and cash equivalents on our balance sheet," said Ed Fay, Senior Vice President and Treasurer of HealthSouth. "Based on the trailing four quarters' Adjusted Consolidated EBITDA, the Company reduced its leverage ratio from 4.3x at the end of 2009 to 4.2x at the end of the first quarter of 2010. Looking ahead, our strong cash flows will allow us to continue to improve our capital structure and take advantage of new growth opportunities." 2010 Guidance In the Company's Current Report on Form 8-K dated February 22, 2010 and related earnings release, the Company provided 2010 guidance which consisted of adjusted income from continuing operations in the range of $1.60 to $1.70 per diluted share and Adjusted Consolidated EBITDA in the range of $397 million to $407 million. Based on its results for the first quarter of 2010, the Company expects its 2010 full-year results to be at the higher end of these guidance ranges. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?61fc About HealthSouth Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. HELLER ERHMAN: Debtors File New Chapter 11 Liquidation Plan ----------------------------------------------------------- Following criticism from major secured creditors, debtors and unsecured creditors for the defunct Heller Ehrman LLP filed a new Chapter 11 plan of liquidation and disclosure statement that spell out the money Heller has on hand to pay a host of fees, Bankruptcy Law360 reports. Headquartered in San Francisco, California, Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. The firm filed a voluntary petition under Chapter 11 of the Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No. 08-32514). Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated September 26, 2008, to dissolve the firm. The Hon. Dennis Montali presides over the case. John D. Fiero, Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl, Young and Jones, represent the Debtors as counsel. Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, represents the official committee of unsecured creditors of the Debtor. The firm listed assets and debts between $50 million and $100 million each in its bankruptcy petition. According to reports, the firm still has roughly $63 million in assets and 54 employees at the time of its filing. HICKS SPORTS: MLB Commissioner Threatens to Revoke Creditor Liens ----------------------------------------------------------------- According to Daniel Kaplan at Street & Smith's Sports Business Journal, sources said last week that Major League Baseball Commissioner Bud Selig has warned the creditors of the Texas Rangers owner that he could revoke their liens on the franchise if they do not approve the long-pending and controversial sale of the club. In response, the sources said, creditors representing 95% of the debt voted last Tuesday to reject the deal. According to Sports Business Journal, Mr. Selig's warning, which creditor sources said sent shock waves through the sports finance world, came in the form of a letter sent via e-mail on April 30. The letter, described by four sources, set 5 p.m. last Tuesday as a deadline to accept or reject the proposed sale. MLB officials did not return calls seeking comment, the report notes. The report notes sources late last month said MLB was considering, among other options, seizing the Rangers franchise as a way to facilitate the sale. According to the report, Mr. Selig's letter suggests an action that would be a step further, invalidating existing loan agreements under the "best interests of baseball" rule that gives the commissioner wide powers. The report further explains that while the creditors would still be paid back something from the proceeds of a subsequent franchise sale, the commissioner by taking this route would be blocking the lenders' right to stop the sale and have a say in their payments. According to the report, one source said many of the roughly 40 lending institutions, which are owed $525 million, are already clamoring to file an involuntary bankruptcy petition on behalf of the Rangers. That document is ready to be filed, sources said. As reported by the Troubled Company Reporter on April 23, 2010, T.R. Sullivan at MLB.com reported that Tom Hicks, who controls the Texas Rangers, said the sale of the Rangers to a group headed by Pittsburgh sports attorney Chuck Greenberg is at an "impasse" until the deal is completed with the lending institutions that hold the debt on Hicks Sports Group. The Company missed a $10 million quarterly interest payment on March 31, 2009, triggering the default notice. About Hicks Sports Hicks Sports Group -- http://www.hickssportsgroup.com/-- was formed in 1999 as a sports and entertainment holding company controlled by Thomas O. Hicks. Prior to the formation of HSG, Mr. Hicks acquired the Dallas Stars in 1996 and then acquired the Texas Rangers from the George W. Bush/Edward W. Rose partnership in 1998. HSG was formed to oversee the Hicks family's sports teams, as well as the Hicks family's sports-related real estate developments. In a joint venture with an affiliate of the Dallas Mavericks, HSG owns a 50% stake in Center Operating Company, the group that manages and leases the American Airlines Center, which is home to the Dallas Stars and the Dallas Mavericks NBA team. Further, HSG operates Hicks Sports Marketing Group, an entity formed in 2006 to represent sports branding opportunities and corporate sponsorships for HSG, most notably for the Stars, the Rangers, and real estate projects related to Hicks' sports venues. HSG has an interest in eight Dr. Pepper StarCenter facilities, including the StarCenter in Frisco, Texas, that serves as the practice facility for the Dallas Stars, and owns approximately 40 acres surrounding the Dr. Pepper/7 Up Ballpark in Frisco, which is designated for future mixed-use development. In Arlington, HSG is involved in the development of over 100 acres, as an exciting mixed-use development focused on restaurants and entertainment, planned between the Rangers Ballpark in Arlington and the new Dallas Cowboys Stadium. H.R.S. HOTELS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: H.R.S. Hotels Corporation 4150 Kings Street Cocoa, FL 32926 Bankruptcy Case No.: 10-07864 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Prabodh C. Patel, Esq. Straus & Patel, PA 118 West Orange Street Altamonte Springs, FL 32714 Tel: (407) 331-5505 Fax: (407) 331-6308 E-mail: lpather@strauspatel.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-07864.pdf The petition was signed by Krishan Chhabra, president/director. INN AT MISSOURI: Section 341(a) Meeting Scheduled for June 2 ------------------------------------------------------------ The U.S. Trustee for Region 13 will convene a meeting of Inn at Missouri Research Park, LLP's creditors on June 2, 2010, at 3:00 p.m. The meeting will be held at 111 South Tenth Street, Sixth Floor, Suite 6.365A, St. Louis, MO 63102. 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. St. Louis, Missouri-based Inn at Missouri Research Park, LLP, dba Wingate by Wyndham Hotel, filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. E.D. Mo. Case No. 10-44907). David M. Dare, Esq., at Herren, Dare & Streett, 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. INN AT MISSOURI: Taps Herren Dare as Bankruptcy Counsel ------------------------------------------------------- Inn at Missouri Research Park, LLLP, has asked authorization from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ the Law Firm of Herren, Dare & Streett as bankruptcy counsel. Herren Dare will, among other things: a. prepare applications, notices, orders, adversary proceedings and other legal papers; b. assist the Debtor in effectuating a Plan of Reorganization and Disclosure Statement; c. assist the Debtor in overseeing the Debtor's continued operation of its business and management of its property; and d. advise the Debtor with respect to the possible subordination of claims. Herren Dare will be paid $240 per hour for its services. David M. Dare, an attorney at Herren Dare, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. St. Louis, Missouri-based Inn at Missouri Research Park, LLP, dba Wingate by Wyndham Hotel, filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. E.D. Mo. Case No. 10-44907). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. JUDY ANN KEETER: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Judy Ann J. Keeter aka Judy Ann Keefer aka Judy Ann Jean Keeter dba J J Properties Management dba A24 Restore P.O. Box 440413 Jacksonville, FL 32222 Bankruptcy Case No.: 10-03970 Chapter 11 Petition Date: May 9, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Albert H. Mickler, Esq. 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 E-mail: cmickler_32277@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-03970.pdf The petition was signed by Judy Ann J. Keeter. KNIGHT-CELOTEX: Ill. Judge Decides Venue Question for N.H. Case --------------------------------------------------------------- WestLaw reports that the United States Bankruptcy Court for the Northern District of Illinois, as the court in which still-pending bankruptcy cases were first filed by certain affiliated limited liability companies, had jurisdiction to decide whether a bankruptcy case filed in New Hampshire by the debtor-LLCs' principal should be transferred to the Northern District of Illinois, as the proper venue for the debtor-principal's related case. The motion to transfer venue did not have to be filed with the New Hampshire bankruptcy court where the principal's Chapter 7 case was pending, but could be filed in the Northern District of Illinois, as the site of first-filed bankruptcy case by any affiliated debtor. In re Knight-Celotex, LLC, --- B.R. ----, 2010 WL 1704742 (Bankr. N.D. Ill.). Knight-Celotex, LLC, and Knight Industries I LLC filed voluntary chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 09-11200 and 09-12219) on April 6, 2009. On June 11, 2009, the Debtors' cases were converted Chapter 7 liquidation proceedings and Barry A. Chatz at Arnstein & Lehr LLP in Chicago was appointed as the Chapter 7 trustee for the Debtors' estates. KRATOS DEFENSE: Moody's Changes Corporate Family Rating to 'B3' --------------------------------------------------------------- Moody's Investors Service revised Kratos Defense & Security Solutions, Inc.'s Corporate Family and new senior secured note ratings to B3 from B2. At the same time, Kratos's liquidity rating was left unchanged at SGL-3, designating adequate liquidity. The outlook remains stable. The actions follow the company's decision to increase the size of its note issue to $225 million from $200 million with incremental proceeds to be retained initially as balance sheet cash. The rating change reflects Moody's view that the additional capital could ultimately facilitate an accelerated acquisition strategy before Gichner Holdings is fully integrated, as well as modest incremental debt to EBITDA and higher fixed charges. Initial ratings for Kratos were predicated on a capital structure with a proposed $200 million senior secured note offering. The higher amount of the issuance would push pro-forma debt/EBITDA to 5.5 times and EBITA/interest to about 1.7 times. The liquidity profile will benefit from an additional amount of pro forma cash holdings which could total approximately $38 - 39 million. Nonetheless, Moody's focus is on the additional uncertainty of how and when these resources may ultimately be deployed which is seen as accentuating acquisition integration risks. For further detail please see Moody's press release dated May 3 and Credit Opinion dated May 6. Ratings changed: * Corporate Family Rating to B3 from B2 * Probability of Default Rating to B3 from B2 * Senior Secured Notes to B3 (LGD-4, 54%) from B2 (LGD-4, 54%) The last rating action was on May 3, 2010, at which time initial ratings were assigned. Kratos Defense & Security Solutions, Inc., headquartered in San Diego, CA, operates in two sectors; Kratos Government Solutions (representing some 90% of 2009 revenues) and Public Safety and Security (with 10%). LA BOTA: Gets Court's Nod to Hire Hughes Watters as Bankr. Counsel ------------------------------------------------------------------ La Bota Development Company, Inc., and Laredo Rock Tech Sand and Gravel, LP, sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hughes Watters Askanase, LLP, as bankruptcy counsel. Hughes Watters will, among other things: (a) render bankruptcy related legal advice to the Debtor regarding their continued operation and management of cash and property; (b) assist in the preparation of applications, notices, motions, answers, orders, reports, schedules, statement of affairs, and other legal papers; (c) assist the Debtor in the negotiation and formulation of plans of reorganization and the preparation of a disclosure statements; and (d) assist the Debtor in preserving and protecting the Debtor's estate. Hugest Watters will be paid based on the hourly rates of its personnel: Wayne Kitchens $395 Steven Shurn $350 Simon Mayer $185 Wayne Kitchens, a partner at Hugest Watters, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Sugar Land, Texas-based La Bota Development Company, Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. S.D. Texas Case No. 10-20376). Steven Douglas Shurn, Esq., at Hughes Watters and Askanase, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. LAS VEGAS MONORAIL: Ambac Appeals Denial of Ch. 9 Conversion ------------------------------------------------------------ Ambac Assurance Corp. of Wisconsin its regulator, the Office of the Commissioner of Insurance for the State of Wisconsin, appealed an April 26 bankruptcy court ruling that found the Las Vegas Monorail is not a government agency, reports Steve Green at Las Vegas Sun. According to the report, a bankruptcy judge declined to convert the Company's case to a Chapter 9 case. Ambac Assurance had argued that the Company's Chapter 11 case should not be allowed to proceed and demanded the case be dismissed. Ambac filed its notice of appeal of the April 26 order denying its motion to dismiss LVMC's Chapter 11 case in the U.S. Bankruptcy Court for the District of Nevada. About Las Vegas Monorail Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The Monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. LATSHAW DRILLING: Can Use Lehman Commercial's Cash Until June 4 --------------------------------------------------------------- The Hon. Dana L. Rasure of the U.S. Bankruptcy Court for the Northern District of Oklahoma authorized, for the third time, Latshaw Drilling Company, LLC, and Latshaw Drilling & Exploration Company, Inc., to use their prepetition lenders' cash collateral not to exceed the total amount of $6,182,475 until June 4, 2010. The Debtors' prepetition lenders consist of Lehman Commercial Paper Inc., Ableco Finance LLC and A3 Funding L.P. In the event that the Debtors and the lenders do not agree to extend the use period and termination date beyond June 4, 2010, a hearing will be held on May 26, 2010, at 1:30 p.m. to determine whether the Debtors will be authorized to use the cash collateral beyond the use period and the termination date. The Debtors' use of the cash collateral will be limited to the actual and necessary expenditures required to pay the ordinary operating expenses. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the prepetition lenders: -- replacement liens, subject to the payment of the U.S. Trustee fees and a carve-out; -- superpriority administrative claims; and -- monthly payments to LCPI and to Ableco of an amount equal to interest at the non-default contract rate of interest provided under the credit agreement. As additional adequate protection to the lenders, the Debtors will continue to maintain insurance coverage with insurance policies reflecting the lenders as loss payees. The Debtors also related that the value of the tangible personal property subject to the security interests of the lenders is substantially in excess of the prepetition indebtedness. Specifically, the Debtors contend that as of the petition date the current auction sale liquidation value of its drilling rigs and spare parts is in excess of $100,000,000, and that the value of their accounts receivable is at least $5,580,000, that the lenders are oversecured. The Debtors assert that the total value of their assets on a going concern basis is $193,000,000. Lenders disagree with the Debtors' valuation and reserve all of their rights with respect to these issues. Tulsa, Oklahoma-based Latshaw Drilling Company LLC filed for Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D. Okla. Case No. 09-13572). Mark A. Craige, Esq., at MorrelSaffaCraige, PC, assists the Company in its restructuring effort. The Company listed $193,549,066 in assets and $77,940,788 in liabilities in its petition. LE-NATURE'S INC: Seeks $1.5 Bil. in Damages From Wachovia Bank -------------------------------------------------------------- Richard Gazarik at Tribune Review reports that March Kirschner, trustee of LeNature's Inc., sued Wachovia Bank seeking $1.5 billion in damages alleging the bank aided in an $806 million scheme that forced the company into bankruptcy, and led to parallel civil and criminal investigations. BDO Seidman, K&L Gates, Ernest & Young, and Pascarella & Wiker has been named defendants in the civil litigation, Mr. Gazarik notes. Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. -- http://www.le-natures.com/-- makes bottled waters, teas, juices and nutritional drinks. Its brands include Kettle Brewed Ice Teas, Dazzler fruit juice drinks and lemonade, and AquaAde vitamin-enriched water. Four unsecured creditors of Le-Nature's filed an involuntary Chapter 7 petition against the company on Nov. 1, 2006 (Bankr. W.D. Pa. Case No. 06-25454). On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's Holdings Inc., and Tea Systems International Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. Judge McCullough converted Le Nature's Inc.'s case to a Chapter 11 proceeding. The Debtors' cases are jointly administered. The Debtors' schedules filed with the Court showed $40 million in total assets and $450 million in total liabilities. Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents the Debtors in their restructuring efforts. The Court appointed R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl, Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee. David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the Official Committee of Unsecured Creditors. Edward S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion McDonough & Lucas represent the Ad Hoc Committee of Secured Lenders. Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc Committee of Senior Subordinated Noteholders. In July 2008, the Chapter 11 plan of liquidation for Le-Nature's took effect. LEARNING CARE: Moody's Withdraws 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings of Learning Care Group (US) No. 2 Inc. for business reasons. The company did not issue the $265 million of proposed senior secured notes that Moody's rated on February 23, 2010. Instead, the company issued debt via a private placement transaction. Proceeds from the debt placement were used to fully redeem the senior secured term loan. These ratings were withdrawn: * Corporate Family Rating at B3; * Probability-of-Default Rating at B3; * $265 million senior secured notes at B2 (LGD3, 37%); * Senior secured revolving credit facility due 2013 at Ba3 (LGD2, 24%); * Senior secured term loan B due 2015 at Ba3 (LGD2, 24%). The last rating action was on February 23, 2010, when Moody's assigned a B2 rating to the $265 million of proposed senior secured notes and affirmed the B3 corporate family rating. Learning Care Group (US) No. 2 Inc., based in Novi, Michigan, is the second largest provider of for-profit child care and early education services in the United States, including outside school hours care. LEHMAN BROTHERS: Settlement with Fenway Capital Approved -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Lehman Brothers Holdings Inc. won approval of a settlement with Fenway Capital LLC. Lehman agreed to buy back assets under a repurchase agreement with Fenway, terminate the repurchase agreement, and cancel a commercial paper program. The assets in the repo transaction include $1 billion in loans to SunCal Cos., a California developer where Lehman is a part-owner and lender. 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: ISDA Setoff Dispute Going Up on Appeal ------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Swedbank AB is appealing a May 5 ruling in the Lehman Brothers Holdings Inc. case where U.S. Bankruptcy Judge James M. Peck held that an ISDA agreement doesn't allow setting off a post-bankruptcy deposit against a pre-bankruptcy debt. Bloomberg recounts that after the Chapter 11 filing, $11.7 million was deposited into Lehman's account at the Stockholm-based bank. Relying on the ISDA agreement, Swedbank claimed it was entitled to set the $11.7 million in deposits off against $32 million Lehman owed from before bankruptcy. Judge Peck, according to the report, said there could be no valid right of setoff because required "mutuality" was lacking. Judge Peck cited cases saying that the company after bankruptcy is considered a different entity from the pre-bankruptcy company. Thus, debts from before bankruptcy cannot be set off against credits after bankruptcy. Bloomberg reports that Swedbank already filed a notice of appeal. The bank evidently will argue that setoff is permitted by 2005 amendments to bankruptcy law covering so-called safe-harbor provisions for swap agreement. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVI STRAUSS: Inks Purchase Agreement with Merrill Lynch -------------------------------------------------------- Levi Strauss & Co. entered into a purchase agreement with Merrill Lynch International and Banc of America Securities LLC to sell EUR300 million aggregate principal amount 73/4% Senior Notes due 2018 and $525 million aggregate principal amount 75/8% Senior Notes due 2020 of the Company in accordance with a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. As of February 28, 2010, the Company's balance sheet showed total assets of $2.9 billion and total liabilities of $3.1 billion, resulting in a stockholders' deficit of $265,455,000. * * * The Troubled Company Reporter reported on April 26, 2010, that Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on San Francisco, Calif.-based Levi Strauss & Co. The outlook is stable. The TCR also reported that Moody's Investors Service assigned a B2 rating to Levi Strauss & Co proposed senior unsecured notes. All other ratings including its B1 Corporate Family Rating were affirmed. The rating outlook remains stable. The TCR reported on April 7, 2010, that Fitch Ratings affirmed Levi Strauss & Co.'s ratings: -- Issuer Default Rating at 'BB-'; -- $750 million Bank Credit Facility at 'BB+'; -- Senior unsecured notes at 'BB-'; -- Senior unsecured term loan 'BB-'. LIONS GATE: Shareholders Confirm "Poison Pill" Plan --------------------------------------------------- Lionsgate said Wednesday its shareholders have confirmed the Shareholder Rights Plan at the Company's Special Meeting of Shareholders. Of votes cast, 58,871,449 shares or 55.7% voted for the Shareholder Rights Plan, while 46,750,037 shares or 44.3% of shareholders voted against the Shareholder Rights Plan. Excluding the votes submitted by Carl Icahn and certain of his affiliated entities 58,871,449 shares or 70.4% voted in favor of the Shareholder Rights Plan, while 24,772,848 shares or 29.6% of shareholders voted against. At the Special Meeting, shareholders representing 107,249,464 or 90.9% cast votes on the proposal. The Company stated, "The Board and management team thank Lionsgate shareholders for their support throughout this process. Today's outcome demonstrates that Lionsgate shareholders are serious about protecting the value of their investment in the Company from financially inadequate, opportunistic and coercive offers such as the one made by the Icahn Group. "We urge shareholders to continue to reject the Icahn Group's offer by NOT tendering their shares, and for those who have, to withdraw them. The Company's Board of Directors believes that the Icahn Group's unsolicited offer to purchase up to all of the common shares of Lionsgate for US$7.00 per share is financially inadequate, opportunistic and coercive and is not in the best interest of Lionsgate, its shareholders or other stakeholders." The Company continues to evaluate all of its alternatives with regard to the British Columbia Securities Commission's decision to cease trade the Lionsgate Shareholder Rights Plan. "We are committed to increasing the value of the Company for the benefit of all of our shareholders and we remain focused on executing our strategy and taking advantage of Lionsgate's world- class media platform that leverages creation, production and distribution across diverse channels." Morgan Stanley & Co. Incorporated is serving as financial advisor to Lionsgate and Heenan Blaikie LLP is serving as legal advisor. Perella Weinberg Partners LP is serving as financial advisor to the Special Committee of the Lionsgate Board of Directors and Wachtell, Lipton, Rosen & Katz is serving as U.S. legal advisor and Goodmans LLP is serving as Canadian legal advisor. About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is a leading, diversified independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. The Lions Gate brand name is synonymous with original, cutting edge, quality entertainment in markets around the world. As reported by the Troubled Company Reporter on March 10, 2010, Standard & Poor's Ratings Services revised its rating outlook on Lions Gate to negative from stable. At the same time, S&P affirmed ratings on Lions Gate, including the 'B-' corporate credit rating. Lions Gate carries Moody's "B2" corporate family rating and probability of default rating. MAGIC BRANDS: U.S. Trustee Forms 5-Member Creditors Committee ------------------------------------------------------------- Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of Magic Brands, LLC. The Creditors Committee members are: 1. Pepsi-Cola North America Attn: Chad New 1100 Reynolds Boulevard Winston-Salem, NC 27105 Tel: (336) 896-5781 Fax: (336) 896-6287 2. U.S. Foodservice, Inc. Attn: Claudia Regen, Esq. 9399 West Higgins Road, Suite 600 Rosemont, IL 60018 Tel: (847) 720-2442 Fax: (480) 293-2706 3. Marcelo and Berna Montalvan 4. White Marsh General Partnership Attn: Julie Minnick Bowden 110 North Wacker Drive Chicago, IL 60606 Tel: (312) 960-2707 Fax: (312) 442-6374 5. P & D Realty Company LLC Attn: Richard H. McNutt 4875 Lakeway Drive Duluth, MN 55811 Tel: (239) 481-5099 (Nov. through May) (218) 729-0206 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Magic Brands Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo Roo restaurant brands. Fuddruckers -- http://www.fuddruckers.com/ -- was founded in 1980 in San Antonio, Texas, with the goal of serving hamburgers that are cooked to order and made with fresh ingredients. Magic Brands, based in Austin, Texas, purchased the chain in 1998 and has sought to broaden its appeal by expanding its menu. Magic Brands, LLC, and its operating units filed for Chapter 11 on April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310). It disclosed assets of up to $10,000,000 and debts of $10,000,001 to $50,000,000. Affiliate Fuddruckers, Inc., also filed, listing assets and debts of $50,000,000 to $100,000,000. FocalPoint Securities, LLC serves as investment banker to Magic Brands and Goulston & Storrs serves as lead bankruptcy counsel. Kurtzman Carson Consultants, LLC, serves as claims and notice agent. MERIDIAN RESOURCE: Completes Merger with Alta Mesa -------------------------------------------------- Alta Mesa Holdings, LP disclosed the completion of its merger with Meridian Resource Corporation. Approximately 67.6% of Meridian's outstanding shares were voted in favor of the merger. Under the terms of the merger agreement, Meridian's pre-closing stockholders are entitled to receive $0.33 in cash for each share of common stock that they owned immediately prior to the effective time of the merger. Pre-closing stockholders who held shares through a bank or broker will not have to take any action to have their shares converted into cash, as such conversions will be processed with the paying agent by the bank or broker. Letters of transmittal allowing Meridian's pre-closing registered stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed shortly. With the closing of the transaction, The Meridian Resource Corporation (TMR) stock will no longer trade on the NYSE and will be delisted. As reported by the Troubled Company Reporter on April 23, 2010, Meridian and certain of its subsidiaries entered into a Twelfth Amendment to Forbearance and Amendment Agreement, dated as of April 15, 2010, with Fortis Capital Corp., as administrative agent to the lenders. The Twelfth Forbearance Amendment, among other things, extended to May 7, 2010, from April 15, 2010 the date on which the Fortis Forbearance Agreement will terminate if the Company has not then received shareholder approval for the proposed merger with Alta Mesa Holdings, LP. On April 7, 2010, Meridian Resource, Alta Mesa Holdings, and Alta Mesa Acquisition Sub LLC entered into the First Amendment to Agreement and Plan of Merger. Alta Mesa raised its offer price for the outstanding common stock of Meridian to $0.33 per share from $0.29 per share in cash, a 14% increase over its prior offer price and a 23% premium over the closing price of Meridian stock on April 7, 2010. The merger agreement was not amended in any other respect. The special meeting has been extended a couple of times. Under the Twelfth Forbearance Amendment, the Company was required to pay its Lenders an amendment fee of approximately $207,500. The Twelfth Forbearance Amendment also accelerates by six days the due date for the scheduled May 2010 principal payment required by the Fortis Forbearance Agreement. The members of the lending consortium are: * Fortis Capital Corp., as Administrative Agent, Co-Lead Arranger, Bookrunner, Issuing Lender, and a Lender; * The Bank of Nova Scotia, as Co-Lead Arranger, Syndication Agent, and a Lender; * Comerica Bank; * U.S. Bank National Association; and * Allied Irish Banks plc A full-text copy of the Twelfth Forbearance Amendment is available at no charge at http://ResearchArchives.com/t/s?6079 A full-text copy of the First Amendment to the Merger Agreement is available at no charge at http://ResearchArchives.com/t/s?607a Meridian has hired bankruptcy counsel to prepare for a possible bankruptcy filing in the event its planned merger with Alta Mesa Holdings, LP is not consummated. About Meridian Resource Based in Houston, Texas, The Meridian Resource Corporation (NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and natural gas company engaged in the exploration, exploitation, acquisition and development of oil and natural gas in Louisiana, Texas, and the Gulf of Mexico. Meridian has access to an extensive inventory of seismic data and, among independent producers, is a leader in using 3-D seismic and other technologies to analyze prospects, define risk, target and complete high- potential wells for exploration and development. Meridian has a field office in Weeks Island, Louisiana. MESA AIR GROUP: Gets Nod for Deloitte as Tax Consultant ------------------------------------------------------- Mesa Air Group Inc. and its units sought and obtained the Court's authority to employ Deloitte Tax LLP as their tax service provider to perform tax compliance and tax consulting services, nunc pro tunc the Petition Date. According to the Debtors' President, Michael J. Lotz, the retention of Deloitte Tax will be in accordance with two engagement letters -- Tax Compliance Letter and Tax Advisory Letter -- each dated January 21, 2010, between the Debtors and the firm, and as may be agreed to by the parties. The Debtors anticipate that Deloitte Tax will render certain tax services as deemed appropriate and feasible by the parties, including: (a) Preparation of September 30, 2009 federal and state income tax returns for Mesa Air Group, Inc. and subsidiaries, and preparation of any estimated tax payments for the year ending September 30, 2010; (b) Tax advisory services for Mesa and its subsidiaries during the year January 1, 2010, through December 31, 2010, including but not limited to Work Orders as specified in the Tax Advisory Letter. These services may include (1) United States federal income tax consulting, (2) multi- state tax consulting, (3) employee benefits, and (4) international tax consulting. (c) Other tax services as may be requested by the Debtors and agreed to by Deloitte Tax, including pursuant to separate engagement letters. The Debtors believe that the services to be provided by Deloitte Tax will not be unnecessarily duplicative of those provided by any other of the Debtors' professionals. Deloitte Tax will seek to coordinate any services performed at the Debtors' request with the Debtors' other proposed professionals, including Deloitte & Touche LLP, Imperial Capital LLC, and Pachulski Stang Ziehl & Jones LLP, as appropriate, to avoid duplication of effort. Deloitte Tax has been providing services to the Debtors since the Petition Date in the approximate amount of $13,805 in fees and related expenses for which, upon approval of its retention, it will seek to be compensated in its first interim fee application, Mr. Lotz says. Mr. Lotz adds that the Debtors have paid Deloitte Tax a total of approximately $295,750 in the 90 days before the Petition Date. As of the Petition Date, the Debtors do not owe Deloitte Tax any amounts for its prepetition services. According to Mr. Lotz, the Deloitte Tax professional fees for the preparation of the tax returns, extensions and estimated tax calculations, other than for services related to assessing the applicability of the reportable transaction provisions, are estimated to be approximately $259,750, plus reasonable out-of-pocket expenses. The professional fee includes (i) $199,750 for the preparation of federal and state income tax returns; (ii) $ 10,000 for state apportionment; (iii) $20,000 for the preparation of federal and state extensions, including first quarter estimated tax payments; and (iv) $30,000 for the preparation of federal and state estimated tax calculations and payment vouchers -- $10,000 per quarter for second, third and fourth quarters. These estimates are based on a blended rate of $160 per hour and assume that the tax returns will involve approximately the same level of complexity as last year's returns. If Deloitte Tax finds that there is an increased level of complexity or if additional services are necessary in order to complete the returns outlined in the Tax Compliance Letter, Deloitte Tax will contact the Debtors to discuss the billing arrangement related to these out-of-scope services. For the preparation of additional city or state income/franchise tax returns identified and not listed in the Tax Compliance Letter, Deloitte Tax's fee will be $1,250 per return. To the extent delays in receiving the information requested occur or Deloitte Tax performs additional work in gathering data or formatting data to the requested manner, the firm will bill for the additional time at 60% of its current applicable hourly rates, which are: Partner/Principal/Director $525 Senior Manager $420 Manager $369 Senior $291 Staff $216 Pursuant to the Tax Advisory Letter, the Deloitte Tax fees for tax consulting and advisory services, other than for advisory services, which are the subject of a separate engagement letter with a different fee arrangement or a Work Order, are based on the amount of professional time required and 75% of its standard hourly rates, which vary depending upon the experience level of the professionals involved, plus reasonable expenses. The applicable current discounted hourly rates by level are: Partner $656 Senior Manager $525 Manager $461 Senior $364 Staff $270 Deloitte Tax will also seek reimbursement for all necessary and reasonable related expenses. As set forth in the Engagement Letters and subject to the terms and conditions therein, the Debtors also agreed to indemnify Deloitte Tax and certain related parties from losses directly or indirectly in connection with, arising out of, based upon, or related to the engagement of Deloitte Tax under the Engagement Letters, Mr. Lotz informs the Court. Tiffany Young, a partner at Deloitte Tax, relates that from time to time, Deloitte Tax or its affiliates have provided, currently provide, or may provide services and likely will continue to provide services, to certain creditors of the Debtors and various other parties potentially adverse to the Debtors in matters unrelated to these Chapter 11 cases. Ms. Young discloses that the firm has certain relationships with certain of the Debtors' largest secured or unsecured creditors or interest holders, and Pachulski Stang Ziehl & Jones LLP, the Debtors' counsel in matters unrelated to the Debtors' cases. The entities include: * AAR Corporation, * Bank of Hawaii Leasing, Inc. and its affiliates, * Deutsche Bank and its affiliates, * Embraer and its affiliates, and * Raytheon Aircraft Credit Corporation and its affiliates. Ms. Young informs the Court that certain financial institutions or their affiliates, including Wells Fargo/Wachovia Bank, are lenders to Deloitte Tax or its affiliates. Deloitte Tax is a guarantor of certain of the indebtedness. Certain of these financial institutions have also financed a portion of the capital or capital loan requirements of various partners and principals of Deloitte Tax and its affiliates. Deloitte & Touche LLP, an affiliate, or its affiliates have provided and may continue to provide professional services to the Debtors, including post-bankruptcy services pursuant to a separate retention application, Ms. Young adds. Deloitte Tax is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm neither holds nor represent an interest adverse to the Debtors and their estates with respect to the matters on which it is to be retained, Ms. Young attests. 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 GROUP: Proposes Deloitte & Touche as Auditor ----------------------------------------------------- Mesa Air Group Inc. and its units seek the Court's authority to employ Deloitte & Touche LLP as their independent auditor and accountant, nunc pro tunc to the Petition Date. According to Michael J. Lotz, the Debtors' president, the retention of Deloitte & Touche will be in accordance with the two engagement letters, each dated January 8, 2010, between the firm and the Debtors. As Independent Auditor and Accountant, the firm's duties include: (a) Audit of the financial statements of Mesa Air Group, Inc. and subsidiaries for the year ending September 30, 2010, and reviews of interim financial information; (b) Audit of financial statement of Mesa Air's 401(k) Plan financial statements for the year ended September 30, 2009, in accordance with the standards of the Public Accounting Oversight Board and auditing standards generally accepted in the United States of America; and (c) Other related or similar services as may be requested by the Debtors and agreed to by Deloitte & Touche, including pursuant to separate engagement letters. Deloitte & Touche will seek to coordinate any services performed at the Debtors' request with the other retained professionals, including Deloitte Tax LLP, Imperial Capital LLC, and Pachulski Stang Ziehl & Jones LLP, as appropriate, to avoid duplications of effort. Mr. Lotz informs the Court that, at the Debtors' request, Deloitte & Touche has been providing necessary services since the Petition Date, and the Debtors have incurred fees and related expenses in the approximate amount of not less than $10,000, as of April 28, 2010, for which the firm will seek to be compensated in accordance with the fee application process. Deloitte & Touche's integrated audit and the reviews of the related interim financial information will be billed at an hourly rate of $200. Related expenses incurred will also be billed for reimbursement. In the event the time necessary for Deloitte & Touche to complete the integrated audit and the reviews of the related financial information is more than the estimate of $1,070,000 provided under the Engagement Letters, this hourly fee structure will be used: Partner/Principal/Director $350 - $450 Senior manager/Manager $300 - $400 Senior $200 - $250 Staff $150 - $200 Pursuant to the 401(k) Plan Audit Letter, Deloitte & Touche estimates that its fees will be approximately $45,000 and $55,000. For these services, the firm will bill at an hourly rate of $200, plus reasonable expenses not exceeding $5,000. To the extent that certain circumstances arise during the engagement, additional fees may be necessary. The firm will immediately notify the Debtors of any circumstances it encounters that could significantly affect its estimate and discuss with the Debtors any additional fees, as necessary. As of the Petition Date, the Debtors do not owe Deloitte & Touche any amounts for prepetition services. The Debtors have paid the firm $546,718, in the 90 days before the Petition Date, Mr. Lotz tells the Court. Robert P. Gordon III, a partner at Deloitte & Touche, says that, from time to time, the firm or its affiliates have provided, currently provide or may provide services to certain creditors and various other parties potentially adverse to the Debtors in matters unrelated to these Chapter 11 cases. In addition, certain of these creditors, parties in interest, attorneys or accountants have or may have provided goods or services to, currently provide or may in the future provide goods or services to Deloitte & Touche or its affiliates in matters unrelated to these bankruptcy cases, Mr. Gordon continues. These entities include Wells Fargo Equipment Finance and its affiliates; Wachovia Bank; AAR Corporation; Bombardier, Inc. and its affiliates; Embraer and its affiliates; Raytheon Aircraft Credit Corporation and its affiliates; Ritz Hotel Management Corp.; Rolls-Royce and its affiliates; and US Bank N.A. and its affiliates. Deloitte & Touche is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm neither holds nor represented an interest adverse to the Debtors and their estates. It has no connection to the Debtors, their significant creditors or to certain other parties in interest in these Chapter 11 cases, Mr. Gordon attests. 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 GROUP: Proposes PwC as Tax Advisor ------------------------------------------- Mesa Air Group Inc. and its units seek approval from the Bankruptcy Court to employ PricewaterhouseCoopers LLP as their tax advisor, nunc pro tunc to April 15, 2010. According to Michael J. Lotz, the Debtors' president, PWC will provide tax advisory services with respect to state and local tax planning or reporting matters, including research, discussions, preparation of memoranda and attendance at meetings relating to these matters. The Debtors also seek PWC's services with respect to the Denver sales, use and occupational tax audit of Mesa Airlines Inc. and Mesa Air Group Inventory Management for the period January 1, 2005, through December 31, 2007. PWC will not use independent contractors to perform services under its December 18, 2009 engagement letter with the Debtors, Mr. Lotz says. He adds that PWC will seek to coordinate any services performed at the Debtors' request with the other professionals, including Deloitte Tax LLP, Imperial Capital LLC, and Pachulski Stang Ziehl & Jones LLP, as appropriate, to avoid duplication of effort. PWC's services will be billed at these hourly rates: Partners $595 Directors $400 Managers $300 Senior associates $225 Associates $170 Administrative personnel $90 For Denver audit services, PWC estimates that its fees will be between $28,000 and $32,000. If unforeseen circumstances cause PWC to exceed this estimate, the firm will seek approval from the Debtors for the additional fees before the services are rendered. The firm will also be reimbursed for all necessary and reasonable out-of-pocket expenses. Mr. Lotz discloses that, in the year before the Petition Date, the Debtors paid PWC approximately $6,150 for fees and expenses pursuant to terms of prior engagements. As of the Petition Date, PWC did not hold a prepetition claim against the Debtors for services rendered or reimbursable fees in connection with the engagement. The Debtors have also agreed to indemnify PWC and certain related parties from losses directly or indirectly in connection with, arising out of, based upon, or related to the engagement under the Engagement Letter. Alan D. Floria, a partner at PWC, informs the Court that, from time to time, the firm and its affiliates have provided, currently provide or may provide services to certain creditors of the Debtors and various other parties potentially adverse to the Debtors in matters unrelated to these Chapter 11 cases. Certain of these creditors, parties-in-interest, attorneys or accountants have or may have provided goods or services, currently provide, or may in the future provide goods or services to PWC or its affiliates in matters unrelated to these bankruptcy cases, Mr. Floria adds. These entities include Bombardier, Inc.; Bombardier Services Corp.; Citibank; Citicorp North America; Raytheon Aircraft Credit Corporation; United Air Lines, Inc.; U.S. Bank, N.A.; Bank of Ireland; Bank of Scotland; EMBRAER - Empresa Brasileira de Aeronautica S.A.; and Rolls-Royce Corporation. PWC is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm neither holds nor represented an interest adverse to the Debtors and their estates, and has no connection to the Debtors, their significant creditors or to certain other parties in interest in these Chapter 11 cases, Mr. Floria attests. 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). MID-ARK LUMBER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Mid-Ark Lumber, Inc. P.O. Box 2070 Glenwood, AR 71943 Bankruptcy Case No.: 10-72447 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Western District of Arkansas (Hot Springs) Debtor's Counsel: Basil V. Hicks, Jr., Esq. P.O. Box 5670 N. Little Rock, AR 72119-5670 Tel: (501) 301-7700 Fax: (501) 301-7999 E-mail: basil.hicks@comcast.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/arwb10-72447.pdf The petition was signed by Scott Thomason, owner. MON VIEW: Can Sell Mathies Mine to Massey Energy for $3.5MM ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Mon View Mining Company to sell 1,286 acres known as the Mathies Mine in Washington County, Pennsylvania, to Massey Energy for $3.5 million. As reported in the Troubled Company Reporter on May 6, 2010, Massey Energy will pay in these installments: (A) $1,250,000 to be paid at closing; (B) $1,250,000 to be paid when there is a mining permit; (C) $1,000,000 to be paid in royalties from the mining of coal; and (D) a $25,000 annual license fee for the use of the riverside property. The Debtor is required to pay approximately $1,400,000 in real estate taxes at closing, so all of the closing proceeds will be used to pay real estate taxes. The bid also provides for $1,500,000 to be paid in royalties from the mining of coal to a reclamation fund with the DEP. The Debtor computes that the total value of Massey's bid to the estate is $3,750,000. The Debtor has an offer in hand that it values at $1,225,000 for its remaining assets after the Massey Sale Transaction. About Mon View Mining Company Headquartered in Finleyville, Pennsylvania, Mon View Mining Company filed for Chapter 11 protection on Nov. 22, 2005 (Bankr. W.D. Pa. Case No. 05-50219). Donald R. Calaiaro, Esq. at Calaiaro & Corbett, P.C., assists the Debtor in its restructuring effort. When the Debtor filed for protection from its creditors, it estimated $24,001,883 in assets and $10,545,140 in debts. MONDRIAN TTL: Files for Chapter 11 in Phoenix --------------------------------------------- Mondrian TTL LLC filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 10-14140) on May 9 when it was unable to refinance a matured $62.7 million mortgage owing to KeyBank NA. Bill Rochelle at Bloomberg News reports that Mondrian is the owner of the Grigio Tempe Town Lakes apartment project in Tempe, Arizona. The project, completed in 2008, is 90% leased. There is a $10 million second mortgage owing to the City of Tempe. Major liabilities also include an $8.6 million mezzanine debt owing to Cornerstone Real Estate Advisors LLC. The project is a development of Bruce Gray and companies he owns. The report relates that a forbearance agreement with Keybank expired in March. Tenants' rent was being paid into an account controlled by the Cleveland-based bank. A court filing says there is a prospective buyer offering enough to pay off the KeyBank debt. MORTGAGES LTD: Investors Sue Greenberg Traurig Over Collapse ------------------------------------------------------------ Investors in the Mortgages Ltd. have filed a putative class action against Greenberg Traurig LLP, saying a Greenberg partner helped draft documents that allowed the company to raise money for what effectively was a Ponzi scheme. Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/ -- acted as a full service private lender prior to filing for bankruptcy. Through its licensed broker dealer, Mortgages Ltd. Securities, ML received money raised from approximately 2,700 investors for placement into loans secured by real estate located solely in Arizona. These accredited investors financed the lending operations of ML and received as collateral for their funding direct fractional interests in "pass through" loans and deeds of trust or membership interests in "Opportunity Funds" which held fractionalized interests in loans and deeds of trust. Mortgages Ltd. was the subject of an involuntary Chapter 7 petition dated June 20, 2008, filed by KGM Builders Inc. -- a contractor for Grace Communities, a borrower of the company -- in the U.S. Bankruptcy Court for the District of Arizona. Central & Monroe LLC and Osborn III Partners LLC, divisions of Grace Communities, sought the appointment of an interim trustee for Mortgages Ltd. in the Chapter 7 proceeding. Mortgages Ltd. is also facing lawsuits filed by Grace Communities and Rightpath Limited Development Group for its alleged failure to fully fund loans. Mortgages Ltd. denied the charges. It has filed a motion to dismiss the Rightpath suit. The Debtor's case was converted to a chapter 11 proceeding on June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465). Judge Sarah Sharer Curley presides over the case. Carolyn Johnsen, Esq., and Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C., replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as counsel to the Debtor. As of December 31, 2007, the Debtor had total assets of $358,416,681 and total debts of $350,169,423. The Debtor recently emerged from Chapter 11 bankruptcy with an approved reorganization plan. MYMON REALTY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Mymon Realty Inc. 334 Canal Street New York, NY 10013-2521 Bankruptcy Case No.: 10-12488 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Martin Glenn Debtor's Counsel: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 301-6944 Fax: (212) 422-6836 E-mail: KJNash@Finkgold.com Scheduled Assets: $11,018,400 Scheduled Debts: $9,573,706 The petition was signed by Oded Adri, company's president. The Debtor did not file its list of largest unsecured creditors when it filed its petition. NAVISTAR INTL: Registers 2.5MM Shares Under 2004 Incentive Plan --------------------------------------------------------------- Navistar International Corporation has filed with the Securities and Exchange Commission a Form S-8 Registration Statement under the Securities Act of 1933 to register 2,500,000 shares of common stock issuable under Navistar International Corporation 2004 Performance Incentive Plan. The proposed maximum aggregate offering price is $127,350,000. Following the registration of the additional 2,500,000 shares under the Registration Statement, a total of 5,750,000 shares will be registered under the 2004 Performance Incentive Plan. A full-text copy of the Registration Statement filed on April 23, 2010, is available for free http://ResearchArchives.com/t/s?6206 About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Jan. 31, 2010, showed total assets of $9.12 billion and total liabilities of $10.74 billion, resulting in a stockholders' deficit of $1.62 billion. * * * As reported by the Troubled Company Reporter on March 22, 2010, Fitch Ratings revised Navistar's and Navistar Financial Corp.'s Rating Outlooks to Positive from Negative and affirmed the companies' long-term Issuer Default Ratings at 'BB-'. The Outlook revisions are driven by improvement in the financial profile of NFC following the signing of an operating agreement with GE Capital and by NAV's financial performance in the past year. Historically, Fitch had concerns with NFC's funding, capitalization, and asset quality performance, but they have been eliminated or reduced with the new agreement with GECC. According to the TCR on March 11, 2010, Moody's Investors Service maintained its B1 long-term rating, SGL-2 Speculative Grade Liquidity rating and stable outlook for Navistar following the announcement that GE Capital will become the preferred provider of retail financing in support of Navistar's truck and bus sales in the US. Moody's said Navistar's captive finance operation, Navistar Financial Corporation, should be relieved of the capital and liquidity burden necessary to support new retail and lease originations. In addition, GE Capital's stronger balance sheet and superior capital market access relative to that of NFC, should improve the availability of the financing that can be offered to retail purchasers of Navistar equipment. According to the TCR on January 28, 2010, Standard & Poor's Ratings Services said it revised its outlook on Navistar and related entities to stable from negative and affirmed its 'BB-' NEWPORT WOODS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Newport Woods Limited Partnership 950 Corporate Office Drive Suite 300 Milford, MI 48381 Bankruptcy Case No.: 10-55322 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Debra Beth Pevos, Esq. Tel: (248) 746-2842 Fax: (248) 746-2760 E-mail: dpevos@swappc.com Wallace M. Handler, Esq. Tel: (248) 746-0700 E-mail: whandler@swappc.com Sullivan, Ward, Asher & Patton, P.C. 25800 Northwestern Hwy. Suite 1000 Southfield, MI 4807 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Daniel D. Armistead, president of general partner. NEXCEN BRANDS: To Sell Franchise Business to Levine Leichtman ------------------------------------------------------------ NexCen Brands, Inc. has entered into an agreement to sell its franchise business to an affiliate of Levine Leichtman Capital Partners, an independent investment firm with significant franchise management experience. The purchase price for the business is $112.5 million and is subject to a customary closing working capital adjustment. Under the terms of the acquisition agreement, LLCP's affiliate, Global Franchise Group, LLC, will acquire the subsidiaries of NexCen Brands that own the franchise business assets including all of NexCen Brand's interest in the Great American Cookies, MaggieMoo's, Marble Slab Creamery, Pretzelmaker, Pretzel Time, TAF (The Athlete's Foot) and Shoebox New York, and also will acquire the Company's franchise management operations in Norcross, Georgia and its manufacturing facility in Atlanta, Georgia. Closing of the sale is subject to various conditions, including approval of the stockholders of NexCen Brands. The agreement does not provide for any post-closing indemnities. The transaction is expected to close in the third quarter of 2010. In conjunction with the acquisition agreement, NexCen Brands and certain of its subsidiaries entered into an agreement with their lender, BTMU Capital Corporation, under which BTMUCC will accept a portion of the sale proceeds, at the closing of the transaction, in full satisfaction of the outstanding indebtedness owed to BTMUCC. NexCen Brands will retain the remainder of the sale proceeds, plus a portion of the cash on hand at closing. NexCen Brands and certain of its subsidiaries also entered into an amendment and waiver agreement with BTMUCC, which includes certain limited waivers of covenants and obligations in the existing credit agreement with BTMUCC. NexCen Brands expects that these waivers will enable it and its subsidiaries to remain in compliance with the credit agreement pending completion of the sale transaction. The acquired franchise business is expected to be operated by LLCP through its affiliate as a cohesive, stand-alone business in its current Georgia location. The agreement between NexCen Brands and Global Franchise Group, LLC also provides for management and personnel of NexCen Franchise Management, Inc. and the manufacturing facility to continue with the business under its new ownership. The transaction represents the culmination of a strategic review process that NexCen Brands undertook to identify and evaluate potential alternative approaches to addressing its current debt and capital structure, led by its investment banker, Rothschild Inc. NexCen Brand's Board of Directors approved the sale to LLCP's affiliate for the benefit of all of its stakeholders, taking into account a range of factors that included the amount of NexCen Brand's outstanding debt, the current and anticipated value and performance of its existing business, anticipated future liquidity needs of the business, the likelihood of future defaults under the Company's credit agreement and the potential availability of waivers or other cures for such defaults, alternatives other than a sale of the franchising business and the potential consequences of such alternatives for NexCen Brands' stakeholders, and NexCen Brands' ability to retain a portion of the sale proceeds and cash on hand for the benefit of other stakeholders. In order to deliver value to stockholders as promptly as practicable, the Board of Directors expects to approve, and recommend to stockholders, the adoption of a plan of dissolution that, absent the emergence of a higher value alternative, would be implemented after the closing of the sale transaction. Subject to the resolution of existing and contingent liabilities and claims, as required by Delaware law, it is expected that this will result in a liquidating distribution to NexCen Brands' stockholders of a meaningful portion of the retained sale proceeds, although NexCen Brands cannot yet predict with certainty the timing or amount of any such distribution. Kenneth J. Hall, Chief Executive Officer of NexCen Brands, Inc., stated, "We believe that this agreement with an affiliate of LLCP, a firm with a proven track record of success in franchise management and extensive capital resources, represents the most favorable option for all of our stakeholders. We are pleased that we have entered into an agreement that provides an opportunity to achieve value for all stakeholders. We firmly believe that being a portfolio company of LLCP will provide our brands and franchisees with a new platform for growth and give our dedicated employees the opportunity to continue to manage and build these businesses." Lauren Leichtman, Chief Executive Officer of LLCP said, "We are extremely pleased to be acquiring this leading franchise management business, which is a perfect fit with our portfolio and industry experience. We believe that this franchise business will be able to better capitalize on the many opportunities for continued expansion under our ownership and as a private company. We look forward to working with the management team, led by Chris Dull, as well as with employees and franchisees to provide support for the operations and help drive future growth." Chris Dull, President of NexCen Franchise Management, Inc., stated, "This transaction provides us with a strong strategic partner and increased financial flexibility for the franchise business going forward. LLCP's capital resources and experience in the restaurant and retail industry, together with the quality of our franchise brands, will give us the right platform to continue to grow our franchise business, execute our strategy and support our franchisees and employees." Rothschild Inc. served as financial advisor for NexCen Brands and Kirkland & Ellis LLP acted as legal counsel to the Company. Honigman Miller Schwartz and Cohn LLP served as legal counsel for LLCP. As reported by the Troubled Company Reporter, NexCen Brands on March 29 disclosed in a regulatory filing that it is exploring alternatives to the Company's current debt and capital structure. NexCen Brands said it has retained an investment bank to assist the Company with identifying and evaluating strategic alternatives, including recapitalization of the Company, restructuring of debt or sale of some or substantially all of the Company's assets. NexCen also said it is in discussions with lender BTMUCC regarding potential alternatives. BTMUCC's consent is required to proceed with any strategic transaction or debt restructuring. As of December 31, 2009, NexCen had $138.2 million of debt outstanding with BTMUCC under the parties' credit facility. The Company said that absent waivers, a strategic transaction or further restructuring of its debt, it likely will breach certain covenants of the BTMUCC Credit Facility in 2010 and likely will fail to meet a principal payment of $34.5 million due in July 2011 on the debt as currently structured. About NexCen Brands Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a strategic brand management company with a focus on franchising. It owns a portfolio of franchise brands that includes two retail franchise concepts: TAF(TM) and Shoebox New York(R) as well as five quick service restaurant franchise concepts: Great American Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R), Pretzelmaker(R) and Pretzel Time(R). The brands are managed by NexCen Franchise Management, Inc., a subsidiary of NexCen Brands. NORTON CLEARWATER: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Norton Clearwater Limited Partnership aka Norton Apartments fka RSG Family Limited Partnership - Norton 402 11th Street North Naples, FL 34102 Bankruptcy Case No.: 10-10989 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Amy Denton Harris, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: aharris.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10989.pdf The petition was signed by Ronald L. Glas, Barfield Bay Holdings, Inc. president. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Amberton Apartments, LLC 10-03402 02/18/10 Brentwood Apartments Tampa, LLC 10-03334 02/17/10 Brookside Tampa, LLC 09-28510 12/15/09 Central Park II, LLC 10- 02/19/10 Central Park/Vogue Limited Partnership 10-03566 02/19/10 Lincoln Square Lakeland, LLC 10-8756 04/15/10 Oakwood Palmetto, LLC 05/07/10 Palma Ceia Apartments, LLC 10-00166 01/06/10 River Park Naples Limited Partnership 10-01837 01/28/10 RSG Family - RiverTree Landing 10-03604 02/19/10 Apartments, LLC RSG Family Limited Partnership- 05/07/10 Immokalee Terrace Point Apartments I, LLC 10-7946 04/05/10 Terrace Point Apartments II, LLC 10-7947 04/05/10 Terrace Point Apartments III, LLC 10-7949 04/05/10 The RSG Family Limited Partnership- 10-01843 01/28/10 Gordon River Woodlawn Apartments Limited 05/07/10 Partnership NIGHTHAWK RADIOLOGY: St. Paul Dispute Won't Affect Moody's Rating ----------------------------------------------------------------- Moody's Investors Service commented that NightHawk Radiology Holdings Inc.'s B2 corporate family rating and negative outlook are unaffected by its announcement regarding a possible resolution to its dispute with St. Paul Radiology, P.A. The company noted in its quarterly filing that although the resolution is yet to be finalized, the current expectation is to receive an up-front payment of $10 million and ongoing periodic payments totaling $16 million. The company also expects to receive a tax refund of $10 million due to the loss associated with the transaction. The proceeds will be used toward debt repayment (as required by lenders) with $26 million upon close of the transaction and the remaining $10 million by June 2011. The last ratings action was on March 11, 2010 when Moody's lowered NightHawk's corporate family rating to B2. NightHawk Radiology Holdings Inc. is the leading provider of professional and business solutions to radiology groups and hospitals in the United States. Roughly 75% of revenues are generated from off-hours preliminary reads of diagnostic images performed by NightHawk's affiliated radiologists. For the trailing twelve month period ended March 31, 2010, the company reported revenues of approximately $160 million. NYER MEDICAL: Shareholders Approve Final Liquidating Distribution ----------------------------------------------------------------- Nyer Medical Group, Inc., disclosed that on May 12, 2010, pursuant to its previously announced, shareholder-approved Plan of Dissolution, the Board of Directors of the Company approved a sole and final liquidating distribution of $2.08 per common share to holders of the Company's common stock as of record date. As previously disclosed, the record date is May 3, 2010. The Company expects to begin making this distribution on May 20, 2010 (previously disclosed as May 14, 2010) to all stockholders of record as of the close of business on May 3, 2010, including the Depository Trust Company, which is the entity that holds the Company's common stock for stockholders who own shares through a broker. In order to receive their pro rata portion of the distribution, stockholders must present satisfactory evidence of their share ownership. As previously disclosed, Nyer is in the process of the orderly wind down and dissolution of the Company pursuant to the Plan of Dissolution, which is described more fully in the Company's Proxy Statement dated December 17, 2009, and is expected to be completed in approximately 30 days. Headquartered in Bangor, Maine, Nyer Medical Group Inc. owns 80% of D.A.W., which does business as Eaton Apothecary and operates a chain of more than a dozen pharmacy drug stores located in the greater Boston area. The Company also operates through subsidiaries that sell medical equipment and supplies to wholesalers, physicians, and health care facilities throughout New England and Florida, as well as on the Internet. OAKWOOD PALMETTO: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Oakwood Palmetto, LLC aka Oakwood Apartments aka Oakwood Village Apartments fka RSG Family - Oakwood Apartments, LLC 402 11th Street North Naples, FL 34102 Bankruptcy Case No.: 10-10980 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Amy Denton Harris, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: aharris.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10980.pdf The petition was signed by Ronald L. Glas, manager. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Amberton Apartments, LLC 10-03402 02/18/10 Brentwood Apartments Tampa, LLC 10-03334 02/17/10 Brookside Tampa, LLC 09-28510 12/15/09 Central Park II, LLC 02/19/10 Central Park/Vogue Limited Partnership 10-03566 02/19/10 Lincoln Square Lakeland, LLC 10-8756 04/15/10 Norton Clearwater Limited Partnership 05/07/10 Palma Ceia Apartments, LLC 10-00166 01/06/10 River Park Naples Limited Partnership 10-01837 01/28/10 RSG Family - RiverTree 10-03604 02/19/10 Landing Apartments, LLC RSG Family Limited 05/07/10 Partnership - Immokalee Terrace Point Apartments I, LLC 10-7946 04/05/10 Terrace Point Apartments II, LLC 10-7947 04/05/10 Terrace Point Apartments III, LLC 10-7949 04/05/10 The RSG Family Limited 10-01843 01/28/10 Partnership - Gordon River Woodlawn Apartments Limited Partnership 05/07/10 OCEAN PARK HOTELS: Files Chapter 11 in California -------------------------------------------------- Bloomberg News reports that the owners of TownePlace Suites by Marriott and the adjoining Courtyard by Marriott hotels in Thousand Oaks, California, filed Chapter 11 petitions in Woodland Hills, California. The filers are Ocean Park Hotels TOY - LLC (Bankr. C.D. Calif. Case No. 10-15358), and Ocean Park Hotels - TOP LLC (Bankr. C.D. Calif. Case No. 10-1535). Both companies said that assets and debt are more than $10 million. OSCIENT PHARMA: Hearing on Guardian's Cash Access Set for June 24 ----------------------------------------------------------------- The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the District of Massachusetts will consider at a hearing on June 24, 2010, at 11:30 a.m. (EDT), Guardian II Acquisition Corporation's continued access to cash collateral. The hearing will be held at the U.S. Courthouse, 300 State Street, Berkshire Courtroom, Third Floor, Springfield, Massachusetts. The Court, in a sixth extension order, authorized Guardian, a debtor-affiliate of Oscient Pharmaceuticals Corporation, to: (i) use cash collateral of Paul Royalty Fund Holdings and U.S. Bank National Association, as trustee and collateral agent for the prepetition second lien noteholders until June 30, 2010; and (ii) grant adequate protection to the prepetition lenders. As reported in the Troubled Company Reporter on July 30, 2009, Guardian told the Court that absent the use of cash collateral, it will have to cease operations immediately, which will significantly reduce the value of Guardian's principal asset, ANTARA. Also, absent the ability to use cash collateral to pay Oscient for postpetition services, Guardian will be unable to continue sales of ANTARA or effect a successful sale of assets or other reorganization. As adequate protection for any diminution in value of Paul Royalty's collateral, the Debtors will grant Paul Royalty a senior adequate protection liens on all presently owned and hereafter acquired assets of Guardian to the extent of any diminution in value of Paul Royalty's security interests. Paul Royalty will also be granted an allowed superpriority administrative expense claim -- junior only to a carve-out for certain expenses -- pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code. U.S. Bank, as the second lien agent, will be granted junior adequate protection liens on its collateral, to the extent of any diminution in value. It will also have an allowed superpriority administrative expense claim, junior only to the carve-out and Paul Royalty's superpriority claim. About Oscient Pharmaceuticals Based in Waltham, Massachusetts, Oscient Pharmaceuticals Corporation -- http://www.antararx.com/and http://www.factive.com/-- markets two FDA-approved products in the United States: ANTARA(R) (fenofibrate) capsules, a cardiovascular product and FACTIVE(R) (gemifloxacin mesylate) tablets, a fluoroquinolone antibiotic. ANTARA is indicated for the adjunct treatment of hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high triglycerides) in combination with diet. FACTIVE is approved for the treatment of acute bacterial exacerbations of chronic bronchitis and community- acquired pneumonia of mild to moderate severity. ANTARA accountsi for over 80% of the Debtors' 2008 revenues. The Debtors also have a late-stage antibiotic candidate, Ramoplanin, for the treatment of Clostridium difficile-associated disease. As of December 31, 2008, the Debtors' audited consolidated financial statements reflected total assets of $174 million and total liabilities of $255 million. Oscient Pharmaceuticals Corporation together with an affiliate filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576). Judge Henry J. Boroff presides over the case. Charles A. Dale III, Esq., at K&L Gates LLP, represents the Debtors. The Debtors also hired Ropes & Gray LLP as special litigation counsel, and Broadpoint Capital Inc. as financial advisor. In its petition, Oscient listed assets ranging from $50,000,001 to $100,000,000, and debts ranging from $100,000,001 to $500,000,000. PARAMOUNT RESOURCES: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' long- term corporate credit and senior unsecured debt ratings on Calgary, Alta.-based Paramount Resources Ltd., following the company's announcement of its C$58.7 million acquisition of Redcliffe Exploration Inc. The outlook is stable. The '4' recovery rating on the senior unsecured debt is unchanged, indicating average (30%-50%) recovery in the event of a default. "Although S&P expects Paramount will use its available bank lines to fund this purchase, S&P expects the company to manage the postacquisition balance sheet remediation consistent with its previous operating and financial policies," said Standard & Poor's credit analyst Michelle Dathorne. "Despite having a small upstream operating base, Paramount has been able to leverage the asset value in its portfolio to generate cash, which the company has then redeployed back into its upstream operations. S&P does not expect this strategy to change during S&P's ratings forecast period," Ms. Dathorne added. The ratings on Paramount reflect Standard & Poor's opinion of the company's low reserve life index and its high finding and development and operating costs. In S&P's view, the company's extensive land holdings, which carry the potential for large (albeit high cost) long-term reserves and production growth, somewhat mitigate these factors and support the rating. Paramount is an exploration and production company operating primarily in the Western Canadian Sedimentary Basin. Its properties are predominantly in Alberta, British Columbia, and the Northwest Territories, as well as North Dakota and Montana in the U.S. Paramount also owns and operates production facilities and processing infrastructure in its core operating regions. The company holds equity interests in a number of upstream companies and also owns a small North America-based land drilling rig fleet. These assets, which Standard & Poor's view as tertiary to the overall credit profile, do not provide meaningful rating enhancement; however, S&P factors them into its recovery analysis and postdefault valuation. The stable outlook reflects Standard & Poor's expectation that Paramount will improve its 2010 capital structure and financial risk profile to ensure that its adjusted debt-to-EBITDA improves to 3x or less by year-end 2010. The outlook also reflects S&P's expectation of some improvement in production economics, as the company works to build its proven reserve base and arrest full cycle cost escalation. A negative rating action could occur if Paramount is unable to repair its balance sheet from its pro forma May 2010 levels, and strengthen adjusted debt-to-EBITDA to the levels specified. As S&P does not expect a material improvement in the company's business risk profile beyond what was in effect in May 2010, a positive rating action during S&P's ratings forecast period appears unlikely. PASADENA PLAYHOUSE: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------------- Pasadena Playhouse State Theatre of California Inc. sought Chapter 11 protection on May 10 in Los Angeles (Bankr. C.D. Calif. Case No. 10-28586). The petition listed assets of $247,000 and debt of $2.3 million. The Pasadena Playhouse runs the official theater of the state of California. The Playhouse listed assets of $246,961 and debts of $2.3 million in its Chapter 11 petition, Dow Jones says. Its largest creditors include Pasadena's Community Bank, owed nearly $600,000 on two loans, and the city of Pasadena, owed $49,000 for a loan-guarantee reimbursement. The Associated Press reports that executive director Stephen Eich said Tuesday the playhouse will use the bankruptcy so it can get its finances in order and reopen. The theater opened in 1925. Dow Jones says its stage has been dark since February, when the Playhouse announced that financial trouble would cause it to halt its run of live performances and lay off its staff. According to Dow Jones, this is the second time the Playhouse has filed for bankruptcy protection, according to the Pasadena Star- News. In 1969, the theater came close to being demolished but was bailed out by the city, which now leases it to the company that manages the Playhouse for $1 a year. The theater filed under Chapter 11 in September 1998. The case was dismissed in June 2002. PATRICK MALONEY: Section 341(a) Meeting Scheduled for June 9 ------------------------------------------------------------ The U.S. Trustee for Region 11 will convene a meeting of Patrick Maloney and Cynthia Maloney's creditors on June 9, 2010, at 1:30 p.m. The meeting will be held at 219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 804, Chicago, Illinois 60604. 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. Lake Forest, Illinois-based Patrick Maloney and Cynthia Maloney filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. N.D. Ill. Case No. 10-20171). Richard N. Golding, Esq., at The Golding Law Offices, P.C., assists the Debtors in their restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. PENN TRAFFIC: Settles Breakup Fee Dispute with Hilco ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that Penn Traffic Co. agreed to pay $50,000 in settlement with Hilco Merchant Resources LLC over a disputed $300,000 breakup fee. At a hearing in March, the bankruptcy judge in Delaware ruled that Hilco wasn't entitled to the breakup fee. Hilco appealed. In consultation with the creditors' committee, Penn Traffic decided it would be wise to settle for $50,000 in return for releases. A hearing on the settlement is scheduled for June 16. Bloomberg recounts that Hilco had agreed to liquidate 57 stores for Penn Traffic. Before the bankruptcy judge could approve the agreement, Penn Traffic landed a better offer where Tops Markets LLC eventually purchased nearly all the stores as a going concern. Tops paid $85 million cash and structured the acquisition so Penn Traffic avoided a $72 million claim for pension plan termination. The Tops sale also avoided a $27 million claim by the principal supplier. About Penn Traffic Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petitions: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PLANET ORGANIC: Postpones Shareholder's General Meeting to May 14 ----------------------------------------------------------------- Planet Organic Health Corp. Executive Vice President Darren Krissie advised that, as part of the Corporation's continuing effort to restructure its financial affairs under the protection of the Companies Creditor's Arrangement Act, it brought a motion on May 12, 2010 to adjourn and postpone the May 14, 2010 Annual General Meeting of the shareholders. The motion was heard in part on May 12, 2010 with the balance of the motion scheduled to be heard Monday, May 17, 2010. In order to preserve the status quo of all parties concerned and affected pending the completion of the hearing of the motion, the judge ordered the Annual General Meeting date to be reset pending the completion of the motion and his ruling on it. As a result, the Annual General Meeting has been tentatively reset for Friday, May 21, 2010 subject to the further decision of the judge after the continuation of the hearing on Monday, May 17, 2010. Further particulars concerning the Annual General Meeting will be clarified after the judge's decision is received. The Corporation's operating plans are unaffected by today's announcement. All retail outlets will continue to operate in Canada and the U.S. without disruption to existing customers or employees. TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. About Planet Organic Planet Organic Health Corp. is a natural products industry company, comprising manufacturing and retail. Planet is listed on the TSX Venture Exchange as a Tier One company. Planet operates nine natural food supermarkets throughout Canada under the Planet Organic Market banner and eleven natural food supermarkets in the U.S. under the Mrs Green's Natural Markets banner. Another Planet Organic company, Trophic Canada is the country's leading manufacturer of natural supplements. The Company has a total of 9 stores throughout Canada and 11 in the U.S. PRIVE VEGAS: Wins Dismissal of Chapter 11 Case ---------------------------------------------- Bloomberg's Bill Rochelle reports that Prive Vegas LLC succeeded in having its Chapter 11 case dismissed on May 7. The owner of the nightclubs was unable to negotiate lease concessions from the landlord. The bankruptcy judge in Miami blocked the nightclubs from filing again in Chapter 11 for six months. The Debtor owed a net of $440,000 to the landlord for rent arrears and other expenses. Prive Vegas owns the Living Room and Prive, adjacent nightclubs inside the Planet Hollywood Resort and Casino in Las Vegas. Prive Vegas LLC filed for Chapter 11 protection in Miami (Bankr. S.D. Fla. Case No. 09-34880). The case was assigned to U.S. Bankruptcy Judge A. Jay Cristol. The petition says debt is $1 million to $10 million while assets are less than $1 million. QWEST COMMUNICATIONS: Net Income Narrows to $38-Mil. for Q1 2010 ---------------------------------------------------------------- Qwest Communications International Inc. reported net income of $38 million for the three months ended March 31, 2010, from net income of $206 million for the same quarter in 2009. Operating revenue was $2.966 billion for the 2010 first quarter from $3.173 billion for the 2009 first quarter. At March 31, 2010, the Company had total assets of $19.362 billion from total liabilities of $20.482 billion, resulting in stockholders' deficit of $1.120 billion. The March 31 balance sheet also showed strained liquidity: The Company had total current assets of $4.005 billion from total current liabilities of $4.590 billion. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?61ec In a press statement last week, Qwest said it continued to make strong progress on key growth initiatives in the first quarter. The Business Markets segment reported strong growth of 33% year over year in IP services revenues. Qwest continued to expand its fiber to the node (FTTN) footprint in the quarter, and services are now available to more than 3.8 million residential households. In the quarter, 64,000 customers added high speed Internet services that utilize the fiber network. The company continued to make solid progress on retention efforts in the consumer market with the absolute number of access line losses improving 22 percent from the first quarter 2009. In the current quarter, Qwest continued to see strong demand to deliver fiber-based backhaul services for wireless companies, and initial cell sites were activated. "We are off to a great start in 2010," said Edward A. Mueller, Qwest chairman and CEO. "Our proposed merger with CenturyLink will combine two well run companies to create a stronger competitor. Together, we will enhance the ability to deliver differentiated services for our customers and expand the opportunity to provide substantial value for our shareholders. In the first quarter, we improved our revenue trends and increased margins. The quarter's results illustrate our disciplined focus on our key strategies and perfecting the customer experience. We are optimistic about continuing this momentum throughout the year." A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?61ed Qwest continues to expect to report improving revenue comparisons over the course of 2010 with the year-over-year reported decline improving to a low- to mid-single digit rate by the fourth quarter. Qwest continues to expect to achieve full year 2010 adjusted EBITDA in a range of $4.3 to $4.4 billion. In 2010, Qwest expects full year non-cash pension and post-retirement benefit expenses to be approximately $130 million, a decline of approximately $70 million from 2009 levels. The outlook for full year 2010 capital investments is $1.7 billion or lower. Similar to 2009, the Company may continue to use lease financing in 2010 for some of its capital investments. Full year adjusted free cash flow is expected to be $1.5 to $1.6 billion. CenturyTel Merger On April 21, 2010, Qwest entered into a merger agreement whereby CenturyTel, Inc., will acquire the Company in a tax-free, stock- for-stock transaction. Under the terms of the agreement, Qwest stockholders will receive 0.1664 shares of CenturyLink common stock for each share of Qwest common stock they own at closing. Based on Qwest's and CenturyLink's share prices as of the date of the merger agreement, at closing CenturyLink shareholders are expected to own approximately 50.5% and Qwest stockholders are expected to own approximately 49.5% of the combined company. Completion of this transaction is subject to approval by the stockholders of both companies, various federal and state regulatory approvals as well as other customary closing conditions. Qwest anticipates closing this transaction in the first half of 2011. If the merger agreement is terminated under certain circumstances, Qwest may be obligated to pay CenturyLink a termination fee of $350 million. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95 percent of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. QWEST COMMUNICATIONS: Provides Update on CenturyLink Merger ----------------------------------------------------------- CenturyLink, Inc., and Qwest Communications International Inc. on Wednesday provided update on the regulatory and approval process related to their proposed merger: -- On May 10, the Companies filed an Application for Consent to Transfer Control (commonly known as a 214 application) with the Federal Communications Commission. -- Over the next few weeks, the Companies also will file for approval in more than 20 states where the Company has local operating territories or conduct business as an interexchange carrier or CLEC. -- On May 12, the Companies were to file a notification of the transaction (commonly known as a Hart-Scott-Rodino filing), formally initiating antitrust review by the Department of Justice. -- In addition, in the next few weeks the Companies will file a joint preliminary proxy statement with the Securities and Exchange Commission. -- Shareholders from each Company will have to approve the transaction as well. The Companies currently anticipate conducting shareholder meetings in the August 2010 timeframe. The Companies anticipate having all approvals and completing the transaction in the first half of 2011. A full-text copy of the Companies' communications related to the merger is available at no charge at: http://ResearchArchives.com/t/s?61ef http://ResearchArchives.com/t/s?61f0 http://ResearchArchives.com/t/s?61f1 http://ResearchArchives.com/t/s?61f2 CenturyTel Merger On April 21, 2010, Qwest entered into a merger agreement whereby CenturyTel, Inc., will acquire the Company in a tax-free, stock- for-stock transaction. Under the terms of the agreement, Qwest stockholders will receive 0.1664 shares of CenturyLink common stock for each share of Qwest common stock they own at closing. Based on Qwest's and CenturyLink's share prices as of the date of the merger agreement, at closing CenturyLink shareholders are expected to own approximately 50.5% and Qwest stockholders are expected to own approximately 49.5% of the combined company. Completion of this transaction is subject to approval by the stockholders of both companies, various federal and state regulatory approvals as well as other customary closing conditions. Qwest anticipates closing this transaction in the first half of 2011. If the merger agreement is terminated under certain circumstances, Qwest may be obligated to pay CenturyLink a termination fee of $350 million. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95 percent of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. At March 31, 2010, the Company had total assets of $19.362 billion from total liabilities of $20.482 billion, resulting in stockholders' deficit of $1.120 billion. The March 31 balance sheet also showed strained liquidity: The Company had total current assets of $4.005 billion from total current liabilities of $4.590 billion. RAYMOND FARMER: Gets Final OK to Use Lenders' Cash Collateral ------------------------------------------------------------- The Hon. George R. Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina authorized, on a final basis, Raymond Farmer and Diane Farmer to use cash collateral of their prepetition secured lenders. Each lender asserts a valid, first-priority and properly perfected security interest in, among other things, the leases, rents, proceeds and profits of the Debtors' certain real property and improvements, and related personal property, which are used as apartment complexes and other rental properties. The Debtors would use the cash collateral derived from the rents generated by the properties to preserve their assets including, among other things, making necessary repairs at the properties. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the prepetition lenders replacement lien in the rents and proceeds of the property or properties, subject to carve out. About Raymond Farmer Raymond Farmer and Diane Farmer filed for Chapter 11 on April 5, 2010 (Bankr. W.D. N.C. Case No. 10-40269.) Travis W. Moon, Esq. at Hamilton Moon Stephens Steele Martin assists the Debtors in their restructuring efforts. In their petition, the Debtors listed assets of $10,000,001 to $50,000,000 and debts of $50,000,001 to $100,000,000. The Debtors did not file their list of largest unsecured creditors when they filed their petition. REGENCY ENERGY: Moody's Affirms Ba3 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed Regency Energy Partners LP's ratings and changed the rating outlook to positive from stable. This action is in response to its announcement that Regency's general partner sponsor, an affiliate of GE Energy Financial Services, has sold its interest in Regency's GP to Energy Transfer Equity, L.P. (ETE, Ba1) for $300 million and that concurrently Regency was purchasing a 49.9% stake in Midcontinent Express Pipeline LLC (MEP, Ba1) from ETE. Ratings affirmed include Regency's Ba3 Corporate Family Rating, Ba3 Probability of Default Rating, SGL-3 speculative grade liquidity rating, and B1 (LGD 5, 80%) ratings on its senior unsecured notes. The ratings affirmation and positive outlook reflect the expected benefits to Regency from the MEP acquisition, including increased scale and diversification, with a greater proportion of fee-based revenues, which helps mitigate the risks associated with the change in sponsorship from financially stronger GE to ETE. There is a degree of uncertainty regarding the company's future growth strategy and financial policies under ETE's control. In addition, near-term financial leverage could be elevated and the transactions involve a level of structural complexity. GE is selling its ownership in Regency's GP to ETE for $300 million in preferred units in ETE. As a result, ETE will own the 2% GP interest in Regency and all of Regency's incentive distribution rights. ETE will also be Regency's largest LP unit holder, with an approximately 22% ownership stake. ETE is a publicly traded partnership that currently owns approximately one- third of Energy Transfer Partners, L.P.'s (ETP, Baa3) limited partner units outstanding, as well as a 1.8% GP interest and all of ETP's IDRs. ETP and Regency are expected to operate as separate entities. Regency is purchasing ETE's 49.9% stake in MEP for approximately $600 million in equity, which will be issued directly to ETE. Regency has also assumed $86 million in capital contribution obligations to MEP to finish its expansion. Any cost overruns on the expansion would be borne by ETE. MEP is a joint venture with Kinder Morgan Energy Partners (Baa2) consisting of a 507 mile interstate natural gas pipeline that originates in Oklahoma and terminates at Transco Station 85 near Butler, Alabama. Kinder Morgan is the operator of the line. MEP was placed into service in August 2009 and its current expansion is expected to be placed in service in August 2010, barring any delays (regulatory approvals have been obtained). Regency's Ba3 rating had factored in its ownership from financially strong GE and Regency's track record in issuing equity under its ownership by GE. With the change in sponsorship, there is a degree of uncertainty regarding Regency's future direction, including distribution growth policies. ETE, being a publicly traded partnership, makes Regency's distributions to its GP in effect a fixed and growing cash requirement, thus posing potential dividend pressure on Regency to meet ETE's distributions. Moreover, ETE has its own debt obligations, which are serviced solely by distributions (from both ETP and Regency). Moody's notes that ETE has considerable midstream operating experience. Moody's also note that GE is expected to retain a significant stake in Regency, owning approximately 21% of Regency's LP units and will have the right to name two board members (based on its level of LP ownership). It is also Moody's understanding that Regency's current management team will remain in place after the transactions close. The MEP transaction positively impacts Regency's overall business risk profile, providing increased scale and diversification, and MEP's long-term transportation contracts will provide Regency with a higher proportion of fee-based volumes. MEP serves an important regional role in moving shale gas production downstream towards long-haul transmission lines and has 100% of its firm capacity contracted with an average life of around nine years. Once its expansion is complete, MEP is expected to contribute to approximately 20% of Regency's cash flows. However, MEP is a producer-driven pipeline, with its shipper portfolio comprised primarily of speculative grade exploration and production companies, which places uncertainty on the long-term regional demand for the line. Regency's leverage profile could be elevated over the near-term. While the MEP transaction is being conservatively financed with 100% equity, MEP has its own debt obligations (including operating leases) that Moody's will include on a pro-rata basis when assessing Regency's credit profile. In addition, Regency is expected to initially debt finance its $86 million capital commitment in MEP and has debt financed its recently announced $92 million purchase of an additional 7% interest in its RIGS joint venture. Moody's estimates Regency's debt/EBITDA, pro-forma for the MEP transaction (including debt financing of the additional capital requirements at MEP) and its purchase of an additional 7% interest in RIGS, at approximately 4.8x, as compared to 5.2x for 2009. Moody's notes that pro forma leverage declines to 4.5x once the MEP expansion is complete. However, Moody's believe that there is a risk that financial leverage could remain elevated over the near-term, as the company pursues growth projects in its gathering and processing business in the Haynesville Shale and to a lesser extent in the Eagle Ford Shale, as well as expansion projects by its RIGS joint venture. While the credit benefits of the MEP transaction and recently completed RIGS expansion help to somewhat mitigate the potential for high leverage, equity will continue to need to be issued upfront and on a regular basis in order to support a higher rating. The transactions involve an increased level of structural complexity. Regency bondholders will not have direct access to over a third of the company's pro-forma EBITDA due to the joint venture structures for both MEP and its RIGS system. Cash distributions to Regency from MEP will be burdened by MEP's own debt service obligations. In addition, the RIGS joint venture is expected to use debt to finance future growth. In order to be upgraded to Ba2, Regency will need to develop a track record under ETE's sponsorship as it continues to pursue growth projects, including successfully maintaining a lower financial leverage profile (below 4.5x debt/EBITDA and trending towards 4.0x) and conservatively managing its distribution policies. The last rating action on Regency was on February 1, 2010 when Moody's affirmed the company's ratings at Ba3 and changed the outlook to stable from negative. Headquartered in Dallas, Texas, Regency Energy Partners LP is a publicly traded master limited partnership engaged in natural gas gathering, processing, contract compression and transportation. RELATED GROUP: Hands Ownership of 2 Towers to Lenders ----------------------------------------------------- The Wall Street Journal's James R. Hagerty reports Related Group, a Miami-based property developer led by Jorge Perez, said it has turned over ownership of two of the three towers in the Icon Brickell condominium complex to a group of lenders led by HSBC Holdings PLC. According to the Journal, Related Group described the settlement with the bankers as "friendly." The Journal relates the company said it will remain a co-manager of sales and marketing at the towers. A spokeswoman for HSBC declined to comment, the report notes. The report relates Mr. Perez in December said Related had invested about $1 billion in the Icon Brickell, including $15 million for giant statues of heads that resemble those on Easter Island. He said loans secured by the three buildings totaled around $700 million. The report notes most of the Icon Brickell was completed in 2008 and 2009, but presales of the units began in 2006. After property prices crashed in 2007 and 2008, many of the original buyers decided not to complete their purchases, and Related slashed asking prices. The report notes Related said it continues to own and operate the third tower of the complex, financed by a different group of lenders, led by Bank of America Corp. That tower includes the Viceroy Hotel. A Bank of America spokeswoman declined to comment. RENEGADE HOLDINGS: Tobacco Company's Chapter 11 Plan Confirmed -------------------------------------------------------------- WestLaw reports that the proposed plan of the Chapter 11 debtors, a manufacturer of tobacco products and its subsidiaries which had not joined the 1998 master settlement agreement that the four major domestic tobacco companies had entered into with 46 states and so operated as non-participating manufacturers, did not discriminate unfairly against the objecting states, which had asserted claims for prepetition escrow deposits that the debtors were statutorily obligated to make. Although the plan placed the states' claims in a different class than the claims of other unsecured creditors and provided different terms of payment, there was a reasonable basis for the different classification and different treatment, the North Carolina bankruptcy court found. The claims in the other class were the contractual claims of the debtors' trade creditors, with whom the debtors had to continue to do business. In contrast, the states' claims arose under various state statutes and involved amounts that, when paid, were to be held in escrow, perhaps until far in the future. In re Renegade Holdings, Inc., --- B.R. ----, 2010 WL 1540047 (Bankr. M.D.N.C.) (Stocks, J.). Renegade Holdings, Inc., Alternative Brands, Inc., and Renegade Tobacco Company, are fabricators and distributors of tobacco products consisting primarily of cigarettes and cigars. The Debtors' offices and production facilities are located near Mocksville, North Carolina. The Debtors market their cigarette and cigar brands through wholesalers and retailers in 19 states and for export. ABI also is a contract fabricator for private label brands of cigarettes and cigars which are produced for other licensed tobacco manufacturers. The Debtors have 140 employees who work full-time at Debtors' offices and production facilities in Mocksville. Represented by: John A. Northen, Esq. NOTHEN BLUE, LLP 1414 Raleigh Rd., Suite 435 P.O. Box 2208 Chapel Hill, NC 27515 Telephone: 919-968-4441 E-mail: jan@nbfirm.com the Debtors sought chapter 11 protection (Bankr. M.D.N.C. Case Nos. 09-50140, 09-50141, 09-50143) on Jan. 28, 2009, and filed their Amended Joint Plan of Reorganization on Oct. 1, 2009. The Honorable William L. Stocks held a confirmation hearing on March 9 and 15, 2010, and entered a Memorandum Opinion on April 16, 2010, saying that he would confirm the Debtors' Plan. Gene B. Tarr served as an Examiner in the Debtors' Chapter 11 cases, and the Plan provides that the Debtors will assign to Mr. Tarr any outstanding promissory note, loan, or other obligation owed to the Debtors from any Affiliate or Insider on the Plan's Effective Date. Any recoveries by Mr. Tarr, less fees and expenses he incurs, are to be distributed to creditors under the terms of the confirmed Plan. RICHARD ALLEN: Section 341(a) Meeting Scheduled for June 3 ---------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Richard S. Allen, Inc.'s creditors on June 3, 2010, at 3:00 p.m. The meeting will be held at the Office of the U.S. Trustee, 1100 Commerce Street, Room 976, Dallas, TX 75242. 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. Visalia, California-based Richard S. Allen, Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. N.D. Texas Case No. 10-33211). Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. These affiliates filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Allen Capital Partners, LLC 10-30562 01/25/10 DLH Master Land Holding, LLC 10-30561 01/25/10 Richard S. Allen 10-33186 05/03/10 RICHARD ALLEN: Wants May 31 Deadline for Filing of Schedules ------------------------------------------------------------ Richard S. Allen, Inc., and Richard S. Allen have asked the U.S. Bankruptcy Court for the Northern District of Texas to extend for an additional 14 days the deadline for the filing of schedules of assets and liabilities and statements of financial affairs. The Schedules and Statements are currently due on May 17, 2010, or 14 days from the Petition Date. Due to the extent of the Debtors' holdings in other entities, including the DLH Master Land Holding, LLC and Allen Capital Partners, LLC, Debtors in Case Nos. 10-30561 and 10-30562, as well as the extent of the Debtor's creditors, the 14-day period for the filing of the Schedules and Statements will not be sufficient to permit the compilation of all the information necessary to complete the Schedules and Statements. The Debtors are asking the Court to move the deadline to May 31, 2010. Visalia, California-based Richard S. Allen, Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. N.D. Texas Case No. 10-33211). Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. These affiliates filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Allen Capital Partners, LLC 10-30562 01/25/10 DLH Master Land Holding, LLC 10-30561 01/25/10 Richard S. Allen 10-33186 05/03/10 RICHFIELD 81: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Richfield 81 Partners II, LLC, Debtor 175 W Wieuca Road, NE Suite 201 Atlanta, GA 30342 Tel: (404) 658-5468 Bankruptcy Case No.: 10-73883 Chapter 11 Petition Date: May 8, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: James L. Paul, Esq. Chamberlain, Hrdlicka, White et al 34th Floor 191 Peachtree Street NE Atlanta, GA 30303-1410 Tel: (404) 659-1410 Fax: (404) 659-1852 E-mail: james.paul@chamberlainlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 3 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-73883.pdf The petition was signed by John L. Dinos, manager. RLC INDUSTRIES: S&P Gives Stable Outlook; Affirms 'B-' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Roseburg, Ore.-based wood products manufacturer RLC Industries Inc. to stable from negative. At the same time, S&P affirmed its 'B-' corporate credit rating on the company. "The rating outlook revision reflects S&P's expectation that the company's credit measures will continue to improve over the next several quarters because of a gradual recovery in residential construction markets and benefits from cost savings initiatives, including headcount reduction and manufacturing improvements," said Standard & Poor's credit analyst Andy Sookram. S&P also expect the company to refinance its upcoming debt maturities, including its secured bank credit facilities due October 2011, before they become current, and to maintain adequate financial covenant cushion under any new credit agreement. The stable rating outlook reflects S&P's view that demand for the company's products will improve in 2010 because of its expectation for a 20% rise in housing starts that will contribute favorably to the company's operating performance and cash flows. Specifically, S&P expects adjusted EBITDA of around $80 million in 2010, and interest coverage of more than 2x. S&P could take a negative rating action if market conditions do not improve in line with its expectation, likely causing EBITDA less than its expected level that contributes to negative cash flow generation and reduced liquidity. A negative rating action could also occur if the company does not refinance upcoming debt maturities on a timely basis, and if S&P believes the company will not maintain adequate covenant cushion under any new credit agreement. S&P considers a positive rating action unlikely at this time given the company's upcoming debt maturities. Nonethesless, S&P could consider one if the company addresses its maturities on a timely basis, if S&P thinks that the company will maintain adequate covenant cushion under any new credit agreement, and if market conditions improve in line with S&P's expectations. If these factors occur, S&P would expect interest coverage of more than 2x, debt to EBITDA of around 6x, and financial covenant cushion of more than 10% over the ratings horizon of two years. RSG FAMILY: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------- Debtor: RSG Family Limited Partnership - Immokalee aka Oak Haven Apartments fka Immokalee Apartments 402 11th Street North Naples, FL 34102 Bankruptcy Case No.: 10-10987 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Amy Denton Harris, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: aharris.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 7 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10987.pdf The petition was signed by Ronald L. Glas, Barfield Bay Holdings, Inc. president. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Amberton Apartments, LLC 10-03402 02/18/10 Brentwood Apartments Tampa, LLC 10-03334 02/17/10 Brookside Tampa, LLC 09-28510 12/15/09 Central Park II, LLC 10- 02/19/10 Central Park/Vogue Limited Partnership 10-03566 02/19/10 Lincoln Square Lakeland, LLC 10-8756 04/15/10 Norton Clearwater Limited Partnership 05/07/10 Oakwood Palmetto, LLC 05/07/10 Palma Ceia Apartments, LLC 10-00166 01/06/10 River Park Naples Limited Partnership 10-01837 01/28/10 RSG Family - RiverTree Landing 10-03604 02/19/10 Apartments, LLC Terrace Point Apartments I, LLC 10-7946 04/05/10 Terrace Point Apartments II, LLC 10-7947 04/05/10 Terrace Point Apartments III, LLC 10-7949 04/05/10 The RSG Family Limited Partnership- 10-01843 01/28/10 Gordon River Woodlawn Apartments Limited Partnership 05/07/10 RUBICON US: Has $405MM Buyout Offer to Compete with Noteholders --------------------------------------------------------------- Rubicon US REIT Inc. lost its exclusive right to propose a plan, and is now fighting a plan by noteholders to take over the business. The noteholders are scheduled to seek approval of the disclosure statement explaining their proposed Chapter 11 plan at a hearing on May 17. According to Bloomberg News, Rubicon US wants the Court to delay the hearing on the noteholders' plan and appoint a Chapter 11 trustee. It wants the trustee to probe whether the noteholders engaged in good faith in proposing the plan. Rubicon is alleging that the noteholders engaged in "shockingly unethical and reprehensible conduct." Rubicon says that the noteholders didn't disclose a higher offer that would pay all creditors in full and enable making a distribution even to common shareholders. Rubicon, according to the report, said there is a written offer to buy the assets for $405 million cash, enough to pay all creditors in full with something left for equity. Rubicon didn't identify the prospective buyer. Rubicon contends the noteholders didn't disclose the existence of the better offer. According to the report, the noteholders -- which include units of JPMorgan Chase & Co., Kaufman Jacobs LLC and Starwood Capital Group Global LLC, owed about $81.1 million -- have filed a plan that provides for these terms: (i) The noteholders would get 1,000 shares of the reorganized company's equity and about $50 million in new notes. (ii) Secured lenders, owed about $310 million, would have their claims reinstated, paid in cash, or covered by collateral securing their claims. (iii) Unsecured creditors owed about $900,000 would get full payment in cash. (iv) All Rubicon equity would be wiped out. The noteholders would be the only creditor group entitled to vote under their plan, and have already unanimously accepted it. W About Rubicon US REIT Rubicon US REIT Inc. is a Chicago-based real estate investment trust. Rubicon filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. D. Del. Case No. 10-10160). Attorneys at Phillips, Goldman & Spence, have been tapped as bankruptcy counsel. Phillips, Goldman & Spence, P.A. is Delaware bankruptcy counsel. Grant Thornton LLP is the Company's financial advisor. Garden City Group is the claims and notice agent. In its petition, the Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Rubicon GSA II, LLC, et al. -- also filed Chapter 11 petitions. RUFFIN ROAD: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Ruffin Road Office Park LP 160 N Riverview Dr Anaheim Hills, CA 92808 Bankruptcy Case No.: 10-16163 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Thomas C. Nelson, Esq. 484 Prospect St La Jolla, CA 92037 Tel: (858) 875-5092 Scheduled Assets: $9,054,071 Scheduled Debts: $4,651,356 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Kevin A. Tucker, president of company's general partner. SAINT VINCENTS: Trust Monitor Draws Plan for Malpractice Claims -------------------------------------------------------------- Bankruptcy Law360 reports that the medical malpractice trust monitor for Saint Vincents Catholic Medical Centers has drawn up a plan for tackling the barrage of malpractice claims the hospital has faced in state court since its previous bankruptcy proceedings. About Saint Vincents Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/-- is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Its behavioral health services also provide supportive housing programs for people with mental illness throughout the Metropolitan area. Saint Vincent's is the designated provider for the New York and New Jersey region of the US Family Health Plan sponsored by the US Department of Defense. Saint Vincent's serves as the academic medical center of New York Medical College in New York City. The healthcare organization is sponsored by the Roman Catholic Bishop of Brooklyn and the president of the Sisters of Charity of New York. Saint Vincent Catholic Medical Centers of New York and six of its affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed the Debtors' Chapter 11 cases. On September 12, 2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over representing the Debtors in their restructuring efforts. Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the Official Committee of Unsecured Creditors. As of April 30, 2005, the Debtors listed $972 million in total assets and $1 billion in total debts. The Court confirmed the Debtors' Chapter 11 plan on July 27, 2007. St. Vincent Catholic Medical Centers and its affiliates returned to the bankruptcy court by filing another Chapter 11 petition on April 14, 2010 (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, assist the Debtors in their restructuring efforts. The Debtors' special counsel is Garfunkel Wild, P.C., while their Crisis Management Team is led by Grant Thornton LLP. The Debtors' Chief Restructuring Officer is Mark E. Toney. SALLY BEAUTY: Posts $34-Mil. Net Earnings for March 31 Quarter -------------------------------------------------------------- Sally Beauty Holdings Inc. filed with the Securities and Exchange Commission its Form 10-Q for the quarterly period ended March 31, 2010. The Company reported $34.5 million in net earnings on $720.4 million of net sales for the three months ended March 31, 2010, compared with $24.5 million in net earnings on $641.5 million of net sales during the same period a year ago. The Company's balance sheet for March 31, 2010, showed $1.5 billion total assets and $2.0 billion total liabilities, for a $554.8 million stockholders' deficit. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?61fd About Sally Beauty Denton, Texas-based Sally Beauty Holdings, Inc. (NYSE: SBH) -- http://www.sallybeauty.com/-- is an international specialty retailer and distributor of professional beauty supplies with revenues of more than $2.6 billion annually. Through the Sally Beauty Supply and Beauty Systems Group businesses, the Company sells and distributes through over 3,700 stores, including approximately 200 franchised units, throughout the United States, the United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico, Japan, Ireland, Spain and Germany. Sally Beauty Supply stores offer more than 6,000 products for hair, skin, and nails through professional lines such as Clairol, L'Oreal, Wella and Conair, as well as an extensive selection of proprietary merchandise. Beauty Systems Group stores, branded as CosmoProf or Armstrong McCall stores, along with its outside sales consultants, sell up to 9,800 professionally branded products including Paul Mitchell, Wella, Sebastian, Goldwell, and TIGI which are targeted exclusively for professional and salon use and resale to their customers. SALLY HOLDINGS: Posts $35.8-Mil. Profit for March 31 Quarter ------------------------------------------------------------ Sally Holdings LLC filed with the Securities and Exchange Commission its Form 10-Q for the quarterly period ended March 31, 2010. The Company reported $35.8 in million net earnings on $720.4 million of net sales for the three months ended March 31, 2010, compared with $25.7 million in net earnings on $641.5 million of net sales during the same period a year ago. The Company's balance sheet for March 31, 2010, showed $1.5 billion in total assets and $2.1 billion in total liabilities, for a stockholders' deficit of $586.4 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?615b About Sally Holdings Sally Holdings, LLC, based in Denton, Texas, is a leading retailer and distributor of beauty products with over 3,800 stores in 10 countries. Annual revenues are around $2.6 billion. SEDGWICK CMS: S&P Affirms Counterparty Credit Rating at 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B+' counterparty credit rating on Sedgwick CMS Holdings Inc. The outlook remains stable. In addition, S&P assigned a 'B+' rating on the company's $400 million first-lien term loan and a 'B-' rating on the company's $200 million second-lien term loan. "S&P's ratings are based on the pending close of the acquisition, as disclosed, and the execution of the bank line facilities, which Sedgwick will use to finance the acquisition, as described in the most recent term sheet and supporting documents," said Standard & Poor's credit analyst Robert Green. "S&P affirmed its counterparty credit rating on Sedgwick following the announcement of its acquisition by affiliates of Hellman & Friedman and Stone Point Capital," said Mr. Green. "The rating is based on the company's strong market position as a leading third- party administrator of claims management systems; its consistent top-line growth and variable cost structure, which generates positive cash flows; and its seasoned, well-regarded management team." Notwithstanding the economic recession, the company has recorded positive net income in each of the past three years, including $21.2 million in 2009. Following the acquisition, S&P does not expect major changes to existing business or operations because the new owners have expressed their support for management and its strategy. The company's capital structure will change as it will refinance current debt of about $391 million and preferred stock of $88 million with a $400 million first-lien loan and a $200 million second-lien loan. Although debt to capital improves to about 53% on a pro forma basis, it remains at a speculative-grade level. Goodwill and intangible assets will increase to about $1.2 billion on a pro forma basis as of year-end 2010 from $825 million at the end of 2009. Pro forma assets will total about $1.4 billion, and adjusted EBITDA fixed-charge coverage will be slightly less than 3.0x on a pro forma basis, but this ratio should begin to improve with business growth. Debt to EBITDA is about 5x on a pro forma basis, but S&P also expects it to improve because the bank facility requires mandatory prepayments under certain circumstances. SEITEL INC: Posts $22.2 Million Net Loss in Q1 2010 --------------------------------------------------- Seitel, Inc., reported a net loss of $22.2 million for the three months ended March 31, 2010, as compared to a net loss of $22.5 million for the same period of 2009. Revenue for the first quarter was $32.4 million as compared to $34.7 million during the first quarter of 2009. The 7% reduction in revenue resulted from a $9.9 million or 55% decrease in acquisition revenue partially offset by a $7.8 million or 51% increase in total resale revenue from the Company's library. The slightly lower level of revenue was offset by lower selling, general and administrative expenses reflecting the continuing benefits of certain cost cutting measures implemented in early 2009. The 2009 net loss included $800,000 of one-time expenses related to implementation of these measures. Cash EBITDA, defined as cash resales and solutions revenue less cash operating expenses (excluding various non-recurring items), was $16.1 million for the first quarter of 2010 as compared to $5.2 million in the first quarter of 2009. This increase was driven by a $10.6 million improvement in cash revenue and a $300,000 reduction in cash operating expenses. Cash EBITDA was $15.8 million in the fourth quarter of 2009 based on similar activity levels as the first quarter of 2010. "We were pleased to see continuing improvement in the level of cash resales that began with the fourth quarter of 2009," commented Rob Monson, president and chief executive officer. "Activity in North America shale plays continues to drive interest in our seismic data. Data we have acquired in the Eagle Ford shale play over the last few years had significant activity in the first quarter. In addition, data in conventional areas, both in the U.S. and Canada, had marked improvement from last year. "North America land drilling activity has been recovering since the low hit in mid 2009, primarily driven by domestic shale activity. However, weaker than expected natural gas prices and continued low domestic natural gas demand continue to cause uncertainty as to the full recovery from the economic downturn," stated Monson. "We will continue to control our operating costs and focus our capital expenditures in areas that we believe will generate the best returns for Seitel now and into the future." Cash balances on March 31, 2010, were $26.6 million. Cash generation during the first quarter was essentially breakeven, as cash EBITDA of $16.1 million and cash generated by working capital of $5.9 million was offset by net cash capital expenditures for the quarter of $1.9 million and $19.6 million in interest payments on the Company's senior notes. Gross capital expenditures for the first quarter of 2010 were $11.9 million, of which $9.6 million related to new data acquisition. The Company's balance sheet at March 31, 2010, showed $494.0 million in assets, $464.1 million of liabilities, and $29.9 million of shareholders' equity. A full-text copy of the press release is available for free at: http://researcharchives.com/t/s?61f6 A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?61f7 About Seitel, Inc. Based in Houston, Seitel, Inc. -- http://www.seitel.com/ -- provides seismic data to the oil and gas industry in North America. Seitel's data products and services are critical for the exploration for, and development and management of, oil and gas reserves by oil and gas companies. Seitel has ownership in an extensive library of proprietary onshore and offshore seismic data that it has accumulated since 1982 and that it licenses to a wide range of oil and gas companies. * * * As reported in the Troubled Company Reporter on April 1, 2010, Standard & Poor's Ratings Services affirmed its 'CCC' corporate credit rating on Seitel Inc. S&P revised the outlook to developing from negative. SENSIBLE TECHNOLOGIES: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Sensible Technologies, Inc. 9830 Currie Davis Drive Tampa, FL 33619 Bankruptcy Case No.: 10-11043 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Chad S. Bowen, Esq. Jennis & Bowen, PL 400 N Ashley Drive, Suite 2540 Tampa, FL 33602 Tel: (813) 229-1700 Fax: (813) 229-1707 E-mail: ecf@jennisbowen.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Scott Goransson, president. SIRIUS XM: Posts $41.5 Million Net Income for First Quarter ----------------------------------------------------------- SIRIUS XM Radio reported net income of $41.5 million on $663.7 million of total revenues for the three months ended March 31, 2010, compared with a net loss of $52.6 million on $586.9 million of total revenues for the same period a year ago. The Company's balance sheet at March 31, 2010, showed $7.7 billion total assets and $7.5 billion total liabilities, for a stockholders' equity of $152.0 million. First Quarter 2010 Versus First Quarter 2009 For the first quarter of 2010, SIRIUS XM recognized total revenue of $670.6 million compared to $605.5 million for the first quarter 2009. This 11%, or $65.1 million, increase in revenue was driven by the U.S. Music Royalty Fee introduced in the third quarter of 2009, the sale of "Best of" programming, and rate increases to the company's multi-subscription and Internet packages. Total ARPU for the three months ended March 31, 2010, was $11.48, compared to $10.48 for the three months ended March 31, 2009. The increase was driven mainly by the addition of the U.S. Music Royalty Fee introduced in July 2009 and increased revenues from the "Best of" programming, multi-subscription rate increases, Internet streaming, and advertising. In the first quarter of 2010, the company grew pro forma adjusted income from operations to $157.8 million compared to pro forma adjusted income from operations of $108.8 million for the first quarter of 2009. The improvement was driven by an 11% increase in total revenue, or $65.1 million, partially offset by an increase of 3%, or $16.2 million, in total expenses included in adjusted income from operations. Revenue share and royalties increased 2%, or $2.3 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, primarily due to an increase in the company's revenues and an increase in the statutory royalty rate for the performance of sound recordings. The amounts were partially offset by a decrease in a royalty rate with an automaker. Programming and content costs decreased 6%, or $6.2 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, due mainly to savings on certain content agreements and production costs, partially offset by increases in personnel costs and general operating expenses. Customer service and billing costs decreased 7%, or $4.1 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, primarily due to lower call center expenses as a result of savings realized from relocating certain operations. Satellite and transmission costs decreased 2%, or $0.4 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, due to reductions in personnel costs and repeater maintenance costs, partially offset by increased satellite insurance expense. Cost of equipment decreased 1%, or $0.1 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, as a result of lower inventory write-downs, partially offset by increased component sales to manufacturers and distributors. Subscriber acquisition costs increased 28%, or $23.3 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009. The increase was driven by the 29% increase in gross additions and higher OEM installations, partially offset by lower per unit OEM subsidies, improved chip set costs and lower aftermarket acquisition costs. Sales and marketing costs decreased 1%, or $0.7 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, due to lower cooperative marketing, event marketing and third party distribution support expenses, partially offset by increased personnel costs and consumer advertising. Engineering, design and development costs increased 17%, or $1.4 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, mainly due to higher personnel costs. General and administrative costs increased 1%, or $0.5 million, in the three months ended March 31, 2010, compared to the three months ended March 31, 2009, mainly due to higher personnel costs, partially offset by lower legal, consulting and accounting expenses. Other expenses decreased 17%, or $16.9 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009, driven mainly by a decrease in loss on extinguishment of debt and credit facilities, net, of $15.4 million. "Continued positive subscriber growth, double-digit growth in revenue, and a sharp focus on costs resulted in the highest quarterly adjusted operating income in the company's history," said Mel Karmazin, Chief Executive Officer, SIRIUS XM Radio. "As the leader in audio entertainment, these results show the tremendous appeal of our service and the strength of our business model. The continuing recovery of the automotive sector and expanding signs of increased consumer spending are encouraging signs for the company's growth prospects." SIRIUS XM ended first quarter 2010 with 18,944,199 subscribers, up 344,765 from 18,599,434 subscribers at the end of first quarter 2009. Net subscriber additions of 171,441 in the first quarter of 2010 improved significantly from a loss of 404,422 subscribers in the first quarter of 2009. In the first quarter 2010, pro forma average revenue per subscriber (ARPU), which includes the U.S. Music Royalty Fee, was $11.48, an increase of 10% from pro forma ARPU of $10.48 in the first quarter 2009. The company's self-pay monthly customer churn rate was 2.0% in the first quarter 2010, as compared with self-pay monthly customer churn of 2.2% in the first quarter 2009. Free cash flow in the first quarter 2010 was ($127.2) million compared to ($3.6) million in the first quarter of 2009. Net Income plus non cash operating activities increased by $43.7 million, or 89%, to $93 million in the first quarter of 2010 from $49.3 million in the first quarter of 2009. increase was offset by changes in operating assets and liabilities as a result of the early repayment of approximately $61 million deferred in 2009 that was scheduled to be repaid, at 15% interest, in monthly installments from April 2010 through March 2011, a lump sum programming payment in the first quarter of 2010 that was paid over the course of the year in 2009 and the payment of 2009 bonuses in cash as opposed to stock in the prior year resulting in an increase in net cash used in operating activities of $104.6 million. In addition, capital expenditures in the first quarter of 2010 increased by $28 million over the prior quarter period primarily due to increased satellite spending. The company previously announced it will redeem all of the remaining $114 million of XM's outstanding 10% Senior PIK Secured Notes due 2011 on Tuesday, June 1, 2010. "Our strong cash position, strong year-to-date subscriber growth and the improving outlook for the economy have put us in position to retire $175 million of high cost obligations a year ahead of schedule," said David Frear, SIRIUS XM's Chief Financial Officer. "The early retirement of the PIK Notes and the deferred payments will reduce interest expense and increase our free cash flow." On a GAAP basis, first quarter 2010 revenue was $663.8 million, and first quarter 2010 net income was $41.6 million, or $0.01 per share. 2010 Outlook SIRIUS XM continues to project net subscriber additions of over 500,000 for the full year. The company continues to expect to record over $2.7 billion of pro forma revenue in 2010 and to achieve pro forma adjusted income from operations of approximately $550 million. Free cash flow is expected to remain positive for the full year. Pro Forma Results of Operations The discussion of operating results below is based upon pro forma comparisons as if the merger of SIRIUS and XM occurred on January 1, 2007, and excludes the effects of stock-based compensation and purchase accounting adjustments. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?61fb About Sirius XM Radio Based in New York, Sirius XM Radio Inc. has two principal wholly owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service. In July 2008, the Company's wholly owned subsidiary, Vernon Merger Corporation, merged with and into XM Satellite Radio Holdings Inc. and, as a result, XM Satellite Radio Holdings Inc. became Sirius' wholly owned subsidiary. As of December 31, 2009, the Company had total assets of $7.263 billion against total liabilities of $7.226 billion. * * * Sirius carries (i) a 'B' corporate credit rating from Standard & Poor's and (ii) 'Caa1' corporate family rating and 'B3' probability of default rating from Moody's. SOMERHILL GALLERY: Files for Chapter 11 Protection -------------------------------------------------- According to Herald-Sun, Somerhill Gallery filed for Chapter 11 bankruptcy protection to allow it to continue the business. The company operates an art gallery. SONRISA PROPERTIES: Plan Outline Hearing Continued Until June 22 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has continued until June 22, 2010, at 2:15 p.m., the hearing on the approval of a Disclosure Statement explaining Sonrisa Properties, Ltd.'s proposed Plan of Reorganization. The hearing will be held at the U.S. Federal Courthouse, 515 Rusk, 4th Floor, Courtroom 401, Houston, Texas. Objections, if any, are due on June 15. As reported in the Troubled Company Reporter on April 21, 2010, 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 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. SUMNER REGIONAL: Taps Frost Brown as Bankruptcy Co-Counsel ---------------------------------------------------------- Sumner Regional Health Systems, Inc., et al., have sought permission from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Frost Brown Todd LLC as bankruptcy co- counsel. Frost Brown will, among other things: (a) provide assistance, advice and representation concerning a plan of reorganization, a disclosure statement relating thereto, and the solicitation of consents to and confirmation of the plan; (b) advise the Debtors in connection with any sale of assets; (c) provide assistance, advice and representation concerning any further investigation of the assets, liabilities and financial condition of the Debtors that may be required; and (d) represent the Debtors at hearings or matters pertaining to their affairs as debtors-in-possession. The Debtors have also asked for authorization from the Court to hire Proskauer Rose LLP as bankruptcy counsel. Frost Brown will endeavor to coordinate its representation of the Debtors with Proskauer and any other counsel or professionals retained by the Debtors that are involved significantly in the Debtors' Chapter 11 cases to avoid duplication of services being provided by Frost Brown, Proskauer and any other counsel or professionals retained by the Debtors in their Chapter 11 cases. Robert A. Guy, Jr., a member at Frost Brown, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Frost Brown will be paid based on the hourly rates of its personnel: Members $200-$550 Robert A. Guy, Jr. $450 Ronald E. Gold $450 Associates $160-$265 Paralegals $85-$180 Gallatin, Tennessee-based Sumner Regional Health Systems, Inc. -- dba Sumner Regional Medical Center, SRHS Professional Services, Sumner Station, Sumner In-Patient Rehabilitation Unit, Westmoreland Pharmacy, Imaging for Women at Sumner Station, Diagnostic Center at Sumner Station, Outpatient Rehab Services at Sumner Station, The Fitness Center at Sumner Station, Sumner Crossroads, and Executive House Apartments -- filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. M.D. Tenn. Case No. 10-04766). Robert A. Guy, Esq., at Frost Brown Todd LLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. SUNSET TOOL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Sunset Tool, Inc. 9890 Red Arrow Highway Bridgman, MI 49106 Bankruptcy Case No.: 10-05990 Chapter 11 Petition Date: May 8, 2010 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Scott W. Dales Debtor's Counsel: Steven L. Rayman, Esq. Rayman & Stone 141 E Michigan Avenue, Ste 301 Kalamazoo, MI 49007 Tel: (269) 345-5156 E-mail: courtmail@raymanstone.com Scheduled Assets: $2,061,215 Scheduled Debts: $1,715,878 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/miwb10-05990.pdf The petition was signed by Martin A. Mason, president. SYNERGEX CORPORATION: Provides Default Status Report Update ----------------------------------------------------------- Synergex Corporation provided an update to its bi-weekly Default Status Report that was released on May 10, 2010 in accordance with National Policy 12-203: Cease Trade Orders for Continuous Disclosure Defaults. In accordance with NP 12-203, and as previously announced, the Company made an application to applicable securities regulatory authorities for a management cease trade order. As at the date of this press release, the securities regulatory authorities have imposed a management cease trade order. The issuance of such management cease trade order does not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in their securities. However, the securities regulatory authorities, in their discretion, may determine that it would be appropriate to issue a general issuer cease trade order affecting all of the Company's securities. Despite the previously announced anticipated filing date of May 14, 2010, the Company now anticipates the Annual Filings will be filed no later than May 31, 2010. Until such time that the Annual Filings are filed or the securities regulatory authorities issue a general cease trade order, the Company will continue to provide bi-weekly updates, as contemplated by NP 12-203. As a result of such delay in the Annual Filings, the Company shall delay the filing of its financial statements for the quarter ended March 31, 2010, CEO and CFO certifications and management's discussion and analysis for the quarter ended March 31, 2010 (collectively, the "Quarterly Filings") until such time that it files the Annual Filings. The Company has experienced further delays in consolidating financial information from its international operations. The Company confirms that, except as described herein and in its initial default announcement: (i) there is no material change to the information set out in its initial default announcement and first bi-weekly Default Status Report filed pursuant to NP 12-203; (ii) there has been no failure by the Company in fulfilling its stated intention with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (iii) there is no actual or anticipated specified default subsequent to that disclosed in the initial default announcement; and (iv) there is no other additional material information concerning the affairs of the Company has not been generally disclosed. About Synergex Corporation Synergex is a premier international service provider of comprehensive supply chain management services in 6 countries across the Americas, specializing in distribution, licensing, sales, localization, packaging and marketing of digital entertainment products. Headquartered in Mississauga, Ontario, with operations across North, Central and South America, Synergex serves a broad base of customers that includes a number of multinational enterprises. Synergex is listed on the Toronto Stock Exchange and trades under the symbol SYX. For further information, please visit www.syx.ca. TELX GROUP: S&P Assigns Corporate Credit Rating at 'B-' ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to New York City-based neutral colocation company The Telx Group Inc. In addition, S&P assigned a 'B-' issue-level rating and '3' recovery rating to the company's proposed $175 million senior secured credit facility. The '3' recovery rating indicates expectations for average (50%-70%) recovery in the event of a payment default. "The ratings on Telx, a neutral colocation data center company," said Standard & Poor's credit analyst Naveen Sarma, "reflect S&P's expectations for negative free cash flow for the intermediate term due to the company's aggressive capital expansion plans, a highly competitive environment, and the company's limited scale. In addition, a highly leveraged financial profile constrains the ratings. Adjusted leverage, which includes Standard & Poor's adjustment for operating leases and a 50% debt treatment of the company's preferred stock, is 20x. Partially tempering this are the attractive business characteristics of the neutral colocation industry, including good revenue predictability from multiyear contracts and low revenue churn. TELX GROUP: Moody's Assigns Corporate Family Rating at 'B2' ----------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and a B3 probability of default rating to Telx Group, Inc. The rating agency also assigned a B1 (LGD2-26%) rating to the company's senior secured credit facilities, consisting of a $150 million term loan and a $25 million revolving credit facility to be issued at New Telx Holding Company (a newly formed, wholly owned subsidiary of Telx ). The company plans to use the borrowings to refinance existing debt, which Moody's does not rate, and for general corporate purposes. The rating outlook is stable. Moody's has taken these rating actions: Assignments: Issuer: Telx Group, Inc. * Corporate Family Rating, Assigned B2 * Probability of Default Rating, Assigned B3 * $25 million Senior Secured Revolving Credit Facility, Assigned B1 (LGD2 -26%) * $150 million Senior Secured Term Loan, Assigned B1 (LGD2 -26%) Telx's B2 Corporate Family Rating reflects the company's significant industry risks, high leverage, and the high capital intensity inherent in the company's business plans. The rating considers that Telx's key credit metrics will remain in a state of transition through year end 2011, as the company aggressively expands its rentable space. The ratings are supported by Telx's position as a leading regional independent operator of carrier- neutral data center facilities to large enterprises, content distributors and Internet companies, along with providing customers with interconnection services at the company's points of presence at critical gateway locations to the Internet. The company's good liquidity bolsters the rating. The stable outlook reflects Moody's view that Telx will manage to a disciplined capital structure, with a prudent mix of debt and equity and a rational expansion path. Moody's expects Telx will have "good" liquidity over the next twelve months, as proforma for the proposed credit facilities, Moody's projects Telx to have about $55 million in cash or equivalents, with full access to its $25 million revolver, to backstop its projected free cash flow deficits that stem from plans to build out new colocation space. Additionally, Moody's believes that the majority of the projected capital spending is success-based and could be scaled down if the Company's liquidity comes under pressure. This is the first time that Moody's has rated Telx. The ratings for the debt instruments reflect both the overall probability of default for Telx, to which Moody's has assigned a B3 PDR, and a below-average mean family loss given default assessment of 35% (or an above-average mean family recovery estimate of 65%), in line with Moody's LGD Methodology and typical treatment for an all-first-lien senior secured debt capital structure. The credit facilities will be secured by a first priority interest in and lien on substantially all Telx's assets. The facilities are rated B1 (LGD2-26%), one notch above the CFR, as the relatively high lease payments for the company's data center facilities provide a debt cushion for secured lenders. Telx Group is a US-based provider of network neutral, global interconnection, and colocation services. The company's headquarters are located in New York, NY. TLC VISION: Bankruptcy Court Confirms Joint Chapter 11 Plan ----------------------------------------------------------- On May 6, 2010, the U.S. Bankruptcy Court for the District of Delaware confirmed the joint Chapter 11 plan of reorganization for TLC Vision Corporation and its affiliates, TLCVision (USA) Corporation and TLC Management Services, Inc. The Plan was sponsored by affiliates of Charlesbank Capital Partners, LLC and H.I.G. Capital, LLC, and publicly supported by the committee of creditors appointed by the Court. The Plan provides for the payment in full in cash of all outstanding amounts owing to the Company's senior secured lenders. The Plan also provides up to US$9.0 million in cash and a promissory note of up to US$3.0 million to satisfy unsecured creditors of the Company, TLC USA and TLC MSI. Under the Plan, affiliates of Charlesbank and H.I.G. will acquire substantially all the assets of the Company, including 100% of the equity of TLC USA and the Company's six refractive centers in Canada. The Plan will become effective upon satisfaction of all outstanding closing conditions, including recognition of the Court's confirmation order by the Ontario Superior Court of Justice under the Canadian Companies' Creditors Arrangement Act. The Company will seek the Canadian Court's recognition of the Court's confirmation order. A full-text copy of the press release concerning the Court's confirmation of the Plan is available for free at: http://researcharchives.com/t/s?61fa A full-text copy of the Fifth Amended Joint Chapter 11 Plan of Reorganization dated as of May 5, 2010, is available at no charge at http://bankrupt.com/misc/tlcvision.fifthamendedplan.pdf Based in Chesterfield, Mo., TLC Vision Corporation -- http://www.tlcvision.com/-- is North America's premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers' management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLC Vision maintains leading positions in Refractive, Cataract and Eye Care markets. TLC Vision Corporation and two of its wholly owned subsidiaries, TLC Vision (USA) Corporation, and TLC Management Services, Inc. filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del. Case No. 09-14473). The petition says assets and debts are $100 million to $500 million. The Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose LLP and Canadian restructuring counsel is the law firm of Torys LLP. The Company's financial advisor is Conway Del Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and notice agent. TLC VISION: S&P Withdraws 'D' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its 'D' corporate credit rating on St. Louis, Mo.-based TLC Vision Corp. and removed its 'D' senior secured debt and '2' recovery ratings on operating subsidiary TLC Vision (USA)'s $110 million secured credit facility. On May 6, 2010, the United States Bankruptcy Court for the District of Delaware confirmed the joint Chapter 11 plan of reorganization for TLC vision Corp. and its affiliates. The company no longer requires a rating from Standard & Poor's. UNO RESTAURANT: To Seek Confirmation of Plan on June 21 ------------------------------------------------------- Uno Restaurant Holdings Corp. is now headed for a confirmation hearing on its reorganization plan on June 21, after it recently obtained approval of the explanatory disclosure statement. The plan will give noteholders, owed $82.1 million, all the new stock plus $1.75 million cash. Unsecured creditors will split $1.75 million cash provided by noteholders. Prior to a settlement, unsecured creditors were to receive nothing. Certain noteholders are providing a backstop for a $27 million rights offering for new second-lien debt. Uno Restaurant expects the restructuring to reduce debt to $41 million from $176.3 million. About Uno Restaurant Boston, Massachusetts-based Uno Restaurant Holdings Corporation -- http://www.unos.com/-- has 179 company-owned and franchised full-service Uno Chicago Grill restaurants located in 28 states, the District of Columbia, Puerto Rico, South Korea, the United Arab Emirates, Honduras, Kuwait, and Saudi Arabia. The company also operates a fast casual concept called Uno Due Go(R), a quick serve concept called Uno Express, and a consumer foods division which supplies airlines, movie theaters, hotels, airports, travel plazas, schools and supermarkets with both frozen and refrigerated private-label foods and branded Uno products. The Company and 152 affiliates filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-10209). The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. Weil, Gotshal & Manges LLP assist the Debtors in their restructuring effort. CRG Partners Group LLC is the restructuring advisor. Kurtzman Carson Consultants LLC serves as noticing and claims agent. US CENTRAL: Fitch Assigns New Individual Rating at 'E' ------------------------------------------------------ Fitch Ratings has affirmed the long- and short-term Issuer Default Ratings for U.S. Central Federal Credit Union at 'AA' and 'F1+', respectively. Fitch has also removed USC's Individual Rating of 'F' and assigned new Individual rating of 'E'. The Rating Outlook is Stable. The affirmation of the IDRs is based on the National Credit Union Association's continued support of USC while the company operates under NCUA conservatorship. Fitch believes that NCUA will continue to support the ongoing operations of USC to maintain the stability of the corporate credit union system. To that end, NCUA is in the process of developing a plan to remove approximately $50 billion of problem securities from the corporate credit union system, much of which will be lifted out of USC. The IDRs of USC reflect the company's current support rating of '1' and the support floor of 'AA', which Fitch still considers appropriate at this time. Given that USC's long-term IDR is at its support floor, the Rating Outlook is Stable. However, Fitch recognizes that a restructuring of the corporate credit union network could lessen the support provided to USC in the future. Nonetheless, Fitch believes that USC will continue to benefit from government support throughout the planned restructuring of the corporate credit union network and the implementation of new corporate credit union regulations. The removal of the 'F' Individual rating (assigned Feb. 2, 2009) reflects the temporary nature of the rating, which is assigned to signify a company that has defaulted or, in Fitch's opinion, would have defaulted if it had not received external support. USC was placed under conservatorship on March 23, 2009. The assignment of the 'E' Individual rating is Fitch's reassessment of the company on a standalone basis and reflects that the company continues to operate under NCUA conservatorship and with substantial external support. Fitch assigns this Individual rating and removes 'F' Individual rating: U.S. Central Federal Credit Union -- Individual rating 'E'. Fitch affirms these ratings: U.S. Central Federal Credit Union -- Long-term Issuer Default Rating at 'AA'; -- Short-term IDR at 'F1+'; -- Short-term debt at 'F1+'; -- Support rating at '1'; -- Support floor at 'AA'. US CONCRETE: Posts Wider Net Loss of $26.7 Million in Q1 2010 ------------------------------------------------------------- U.S. Concrete, Inc., filed on May 10, 2010, its quarterly report on Form 10-Q, showing a net loss of $26.7 million on $90.3 million of revenue for the three months ended March 31, 2010, compared with a net loss of $11.0 million on $117.3 million of revenue for the same period of 2009. Net loss was $17.7 million in the fourth quarter of the prior year. Revenue from ready-mixed concrete and concrete-related products segment decreased $26.6 million, or 24.9%, to $80.4 million for the three months ended March 31, 2010, from $107.0 million in the corresponding period of 2009. Revenue declines reflected the continuing downturn in residential home construction activity that began in the second half of 2006 in all the Company's markets, and the downturn in commercial construction and public works spending due to the ongoing economic downturn in the United States. Revenue from precast concrete products segment decreased 8.0% when compared to the corresponding period of 2009. The Company's balance sheet as of March 31, 2010, showed $381.7 million in assets and $415.7 million of liabilities, for a stockholders' deficit of $34.0 million. Files for Chapter 11 to Implement Debt Restructuring The Company reached an agreement with a substantial majority of the holders of its 8 3/8% Notes on the terms of a comprehensive debt restructuring plan prior to April 30, 2010, the date an event of default would have occurred under the indenture relating to the Notes for non-payment of interest. The proposed plan will reduce the Company's subordinated debt by roughly $272 million. To implement the restructuring, on April 29, 2010, the Company and certain of its subsidiaries filed voluntary petitions in the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy Code. The restructuring does not involve the operations of the Company's 60%-owned Michigan subsidiary, Superior Materials Holdings, LLC. The Company filed a plan of reorganization with the Bankruptcy Court on April 29, 2010. The Plan provides that the Noteholders all their Notes for equity in the reorganized company. Under the Plan, all trade creditors will paid in full in the ordinary course. A hearing is set for June 3, 2010, to approve the disclosure statement related to the Plan. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?61ee Houston, Tex.-based U.S. Concrete, Inc. is a major producer of ready-mixed concrete, precast concrete products and concrete- related products in select markets in the United States. The Company filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. D. Del. Case No. 10-11407). Patrick J. Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Company in its restructuring effort as bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Company's co-counsel. According to the schedules, the Company says that assets total $389,160,000 while debts total $399,351,000. The Debtor's affiliates, Alberta Investments, Inc., et al., filed separate Chapter 11 petitions on April 29, 2010. USGEN NEW ENGLAND: Rejection Damages Limited to Present Value ------------------------------------------------------------- WestLaw reports that under the Bankruptcy Code, which requires contract rejection claims to be allowed or disallowed as if the claim arose before the date of petition filing, a bankruptcy court had to discount to present value as of the Chapter 11 debtor's petition date the future payments that a Canadian owner-operator of a natural gas pipeline would have received under the debtor's natural gas transportation contract, had the debtor not rejected it, in determining the owner-operator's claim for rejection damages. It did not matter that no future payments remained at the time the claim was adjudicated. In re USGen New England, Inc., --- B.R. ----, 2010 WL 1416537 (Bankr. D. Md.). About USGen New England Headquartered in Bethesda, Maryland, USGen New England Inc., an affiliate of PG&E Generating Energy Group LLC, owns and operates several electric generating facilities in New England and purchases and sells electricity and other energy-related products at wholesale. The Company filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md. Case No. 03-30465). Marc Richards, Esq., at Blank Rome LLP represents USGen New England in its restructuring efforts. When it sought chapter 11 protection, the Debtor reported assets amounting to $2,337,446,332 and debts amounting to $1,249,960,731. The Debtor filed its Second Amended Plan of Liquidation and Disclosure Statement on March 24, 2005. The Plan was confirmed on May 13, 2005. VEBLEN WEST: Has Access to AgStar's Cash Collateral Until May 31 ---------------------------------------------------------------- The Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the District of South Dakota approved the stipulation extending Veblen West Dairy LLP's access to cash collateral of AgStar Financial Services, PCA, and AgStar Financial Services, FLCA, until May 31, 2010. The Debtor would use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. As adequate protection for the use of cash collateral, the Debtor will: (i) provide interest-only payments on AgStar's existing loans on a monthly basis; (ii) grant AgStar replacement liens on all after-acquired collateral; and (iii) to operate its business to maximize the value of AgStar's collateral. Veblen West Dairy LLP, based in Veblen, South Dakota, filed a petition April 7 seeking protection under Chapter 11 (Bankr. D. S.D. Case No. 10-10071). Veblen West listed assets and debts of $10 million to $50 million. VISTEON CORP: Exclusivity Right to File Plan Extended ----------------------------------------------------- A bankruptcy judge has extended Visteon Corp.'s exclusive right to file a reorganization plan, over the objections of an ad hoc committee of its equity holders and Aurelius Capital Master Ltd., which had hoped to offer a rival plan, according to Bankruptcy Law360. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware ruled Wednesday that the extension was "in the best interest of the debtors' estates and their creditors, Law360 says. 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: Order Appointing Pensioner to Committee Vacated ------------------------------------------------------------- Upon further review, Bankruptcy Judge Christopher Sontchi vacated his January 26, 2010 order directing the U.S. Trustee to appoint one or more pension plan participants to the Official Committee of Unsecured Creditors or appoint an official committee of pension plan participants pursuant to Section 1102 of the Bankruptcy Code. The recent Court ruling is in light of the Reconsideration Motion filed by the Debtors of the Pension Committee Appointment Order. The Bankruptcy Court retains jurisdiction of all matter associated with the January 26 Order and its decision to vacate the same. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of 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) WASHINGTON MUTUAL: Securities Holders Call Plan 'Unconfirmable' --------------------------------------------------------------- Bankruptcy Law360 reports that a consortium of trust preferred security holders has launched a challenge to Washington Mutual Inc.'s disclosure statement, saying it contains significant deficiencies regarding a settlement over $4 billion in demand deposits that make the debtors' Chapter 11 reorganization plan "unconfirmable on its face." Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WOODLAWN APARTMENTS: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Woodlawn Apartments, LP aka Woodlawn Park Apartments aka Woodlawn Apartments or fka Martinique Partners, Ltd. 402 11th Street North Naples, FL 34102 Bankruptcy Case No.: 10-10990 Chapter 11 Petition Date: May 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Amy Denton Harris, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: aharris.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10990.pdf The petition was signed by Ronald L. Glas, Barfield Bay Holdings, Inc. president. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Amberton Apartments, LLC 10-03402 02/18/10 Brentwood Apartments Tampa, LLC 10-03334 02/17/10 Brookside Tampa, LLC 09-28510 12/15/09 Central Park II, LLC 02/19/10 Central Park/Vogue Limited Partnership 10-03566 02/19/10 Lincoln Square Lakeland, LLC 10-8756 04/15/10 Norton Clearwater Limited Partnership 05/07/10 Oakwood Palmetto, LLC 05/07/10 Palma Ceia Apartments, LLC 10-00166 01/06/10 River Park Naples Limited Partnership 10-01837 01/28/10 RSG Family - RiverTree Landing 10-03604 02/19/10 Apartments, LLC RSG Family Limited 05/07/10 Partnership - Immokalee Terrace Point Apartments I, LLC 10-7946 04/05/10 Terrace Point Apartments II, LLC 10-7947 04/05/10 Terrace Point Apartments III, LLC 10-7949 04/05/10 The RSG Family Limited Partnership 10-01843 01/28/10 -Gordon River XERIUM TECHNOLOGIES: Court Confirms Prepackaged Plan ---------------------------------------------------- Xerium Technologies, Inc. reported that on May 12, 2010, the U.S. Bankruptcy Court for the District of Delaware confirmed the Company's prepackaged plan of reorganization under chapter 11 of the U.S. Bankruptcy Code. The Company had filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code on March 30, 2010. T he Company anticipates the plan of reorganization to become effective by the end of May 2010, at which time the Company would exit bankruptcy protection, though the Company can make no assurance as to when, or ultimately if, the plan will become effective. In connection with the emergence from bankruptcy, the Company expects to enter into an amendment and restatement of its senior credit facility. "Through our ongoing operational and financial restructuring, we have worked diligently to position ourselves to exit the recession as a stronger and more competitive company," said Stephen R. Light, President, Chief Executive Officer and Chairman. "We appreciate the Delaware court's diligent and expeditious handling of our prepackaged plan of reorganization under chapter 11. Now we are looking forward to putting this balance sheet restructuring behind us. We thank our lenders, shareholders, customers, suppliers and employees for their continued support and patience throughout this process." Commenting on Xerium's first quarter results, Mr. Light added, "Sales increased both sequentially and year-over-year, as we continue to experience increasing demand. Meanwhile, our new product initiatives are beginning to gain measurable traction by providing customers with increased performance at lower overall cost. With our restructuring soon to be behind us, we're eager to turn our full attention to our markets and operations to expand and enhance our competitive position as we grow the company for the benefit of all stakeholders." "Consistent with this increased focus on operations, in the past few weeks, we executed a memorandum of understanding ("M.O.U.") with a leading Chinese paper machine clothing manufacturer. The M.O.U. facilitates the parties' negotiations regarding their business collaboration, which, if fully implemented, could provide Xerium with in-country manufacturing capabilities to further accelerate our market penetration throughout Asia," said Mr. Light. A full text copy of the company's first quarter results is available free at: http://ResearchArchives.com/t/s?620b Xerium's reorganization plan converts $620 million of secured debt into 82.6% of the new stock, $10 million cash, and $410 million in new term loans to mature in 2015. Existing shareholders keep 17.4% of the stock while being given warrants for another 10%. Unsecured creditors are being paid in full. Bill Rochelle at Bloomberg News reports that shareholders Privet Fund Management LLC and Tiburon Capital Management Inc. withdrew their objections to the Plan. Privet Fund Management LLC and Tiburon Capital Management Inc. previously said in an objection that the valuation of the company underpinning the plan is based on "stale data" while Xerium's business has improved "dramatically." The shareholders noted that the projections are based on an assumption that margins will remain at 20% rather than the historical level of 23.7%. 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: PwC Named as New Independent Auditors for 2009 ------------------------------------------------------------------ Young Broadcasting Inc., on April 28, 2010, upon approval of the U.S. Bankruptcy Court for the Southern District of New York, dismissed Ernst & Young LLP as its independent registered public accounting firm. During the years ended December 31, 2008 and 2007, and through April 28, 2010, there were no disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to E&Y's satisfaction, would have caused E&Y to make reference to the matter in their reports. The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2009. During the years ended December 31, 2008, and 2007, and through March 17, 2010, the Company engaged PwC to provide certain tax services. The Audit Committee reviewed the nature of these services and determined they would not impair PwC's independence with respect to the December 31, 2009 audit. About Young Broadcasting Headquartered in New York City, 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). 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; Epiq Bankruptcy Solutions LLC as claims agent; and David Pauker as chief restructuring officer. Andrew N. Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as counsel to the official unsecured creditors committee. * Junk Covenants Regress to 2006-2007 Levels, Says Moody's ---------------------------------------------------------- Recent high-yield bond issuance shows a weakening in covenant protections for investors even beyond what was seen at the peak of the market in 2006 and 2007, said Moody's Investors Service in a May 12 report. More of these covenant-light structures are likely despite the high leverage of many of the speculative-grade debt issuers involved and the likelihood of shareholder-friendly actions which can erode bond value over the long term, the ratings agency said. In April 2010, high-yield issuers rated as low as B3 have introduced plain vanilla or hybrid investment-grade structures into the bond market. These include issuers that until now have used traditional high-yield structures, which are now rated many notches below investment-grade, the report said. "In addition, broadly speaking, new secured bonds, many in the Caa/single-B range, use collateralized structures that often give investors little added protection compared to the credit facility lenders who share the collateral," said Alexander Dill, Moody's Vice President-Senior Covenant Officer. "These trends reflect a weakening in covenant protections even below those existing at the peak of the market, in 2006 and 2007." What does it mean for bondholder protection, now and in the long run? Once introduced, the DNA of a structure offering operational flexibility will be replicated, said Moody's, as the 2006-2007 LBO structures used today show. Rather than tightening covenant structure, issuers will offer higher coupons. In addition, current supply and demand also play a role, as a broad array of issuers face significant refinancing needs. Moody's report offers some recent examples of these negative trends in covenant protection. These trends were initially identified in Moody's pre-sale "snapshots", summary analyses that highlight key features of a new bond before pricing, place them in the context of an issuer's existing bonds and other similarly- rated issuers. The report also provides Moody's opinion in terms of long-term protection of bond value. "Nevertheless, although these trends signify a higher risk of eroding value, we believe investors have a varied portfolio of covenant structures to choose from that can offer significant protection in this respect," Dill said. The full report, "Back to the Future? "Cov-lite" Bonds Enter the Deep High-Yield Space," is available at http://www.moodys.com/ * Default Rates Continue Declining in April, Moody's Says --------------------------------------------------------- The worldwide default rate on junk-rated companies declined to 9% in April from 10% in March, a report yesterday Moody's Investors Service said, according to Bloomberg News. The default rate topped out at 13.5% in November, Moody's said. During the first four months of 2010, 22 companies defaulted, compared with 115 in the same period of 2009. Looking only at junk-rated companies in the U.S., the default rate in April declined to 9.5% from 11% in March. In a separate report, Moody's, according to Bloomberg News, said that companies owned by private-equity investors were responsible for more than half of defaults in 2009. Private equity-sponsored companies also had a larger share of distressed-debt exchanges and prepackaged bankruptcies than other companies. * BOOK REVIEW: The Executive Guide to Corporate Bankruptcy ---------------------------------------------------------- Authors: Thomas J. Salerno; Craig D. Hansen; Jordan A. Kroop Publisher: Beard Books Hardcover: 728 pages List Price: $174.95 The newly revised edition of The Executive Guide To Corporate Bankruptcy is perfectly timed. As the global economy continues to deteriorate, more and more companies are sinking into insolvency with executives at their helm who need a crash course in bankruptcy realities. This excellent book will quickly get both the seasoned executive and the uninitiated lawyer up to speed on the bankruptcy process. Salerno, Kroop and Hansen understand that the reorganization process can be intimidating, puzzling, and generally unpleasant. They penetrate the opaque gloom that some lawyers tend to perpetuate. Each chapter of this book addresses a different aspect of the reorganization process, beginning with an overview of the origins and purpose of US bankruptcy laws and ending with a debunking of common myths about reorganization. In between, they discuss each chapter of the bankruptcy code; discussing the gamut from liquidations through Chapter 11 sales and full-blown reorganizations. The authors' ability to distill the bankruptcy code's complex language into comprehensible and manageable blocks of information makes the book extremely readable. The Executive Guide is full of pragmatic advice. After laying out the essential elements and key players in the restructuring process, the authors get down to the nitty gritty of navigating a distressed company through reorganization. They realistically assess the challenges that an executive should expect to face in Chapter 11. They discuss how to assuage and balance the concerns of employees and key vendors, address the inevitable creditor dissatisfaction with executive compensation, deal with members of their professional team and work effectively as an executive whose actions will be constantly scrutinized and second-guessed. The authors also provide the cautionary note that "executives preparing to embark on a reorganization are usually too preoccupied with business emergencies to think about the personal toll that the process will exact." One common flaw in books that try to be accessible while dealing with technical topics is that they fall short in providing the reader with a substantive understanding of the subject matter. The Executive Guide to Corporate Bankruptcy avoids this pitfall. The book's fourth and fifth chapters provide in-depth analysis of the strategic decisions and steps that should be taken during the restructuring process. The authors explain the importance that venue can have a case, the intricacies of first day motions and how to prepare for confirmation. There is a detailed discussion of the sale of assets during the course of a Chapter 11 restructuring and the importance of making sure that major constituencies are a part of the decision-making process. They also walk the reader through the specifics of a plan of a reorganization, explaining the dynamics of the negotiation process, especially how to understand and appreciate the needs of your constituents and how to get a plan confirmed. The icing on the cake for this book is the excellent appendix. The final section of the book includes a user-friendly glossary of commonly used bankruptcy terms and a reorganization timeline. It also includes sample documents such as debtor-in-possession (DIP) financing agreements, operating reports, first day motions and orders, management severance agreements, and more. The summary of management incentive stock plans implemented in recent restructuring transactions is particularly informative. This is a terrific book. While geared to the non-lawyer executive, it will also be a useful resource for any lawyer who wants to gain practical familiarity with the bankruptcy process. This should be a best seller in today's environment, though it may need to be delivered to most executives in a brown paper wrapper. ********* 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 ***