/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100609.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 9, 2010, Vol. 14, No. 158 Headlines 131 ARLINGTON: Voluntary Chapter 11 Case Summary 1952 STRADELLA: Voluntary Chapter 11 Case Summary 15375 MEMORIAL: Judge Gross Orders GlobalSantaFe to Pay Sanctions AGY HOLDING: Davis Quits as President & Chief Operating Officer AIRTRAN HOLDINGS: Put Option for 7% Convert. Notes Expires July 1 ALDA PHARMACEUTICALS: Amends Private Placement Price to C$0.15 ALDA PHARMACEUTICALS: Posts C$1.7 MM Net Loss in Q3 Ended March 31 ALLEGIANT TRAVEL: Moody's Withdraws 'Ba3' Corporate Family Rating ALTEGRITY INC: S&P Puts 'B-' Rating on CreditWatch Developing AMERICAN CAPITAL: Moody's Reviews 'B2' Senior Unsec. Rating ANCHORAGE SPORTSPLEX: Files for Chapter 11 Bankruptcy in Alaska ANCHORAGE SPORTSPLEX: Case Summary & 9 Largest Unsecured Creditors ATLANTA LIFE: A.M. Best Downgrades Issuer Credit Rating to "b-" ATP OIL: Moody's Gives Negative Outlook Due to Drilling Moratorium BLOCKBUSTER INC: Still in Talks to Reduce $900MM Debt Load BLOCKBUSTER INC: Bondholder Battle Reported BLOCKBUSTER INC: Centaurus Holds 4.6% of Class B Shares BOYD GAMING: Moody's Downgrades Corporate Family Rating to 'B2' BRIDGEWATER POINTE: Prudential Puts Condo Units Up for Sale CENTRAL FALLS, R.I.: Hearing for Permanent Receiver Today CHARLES RIVER: Moody's Downgrades Corporate Family Rating to 'Ba2' CHRYSLER LLC: Carpenters Commence Adversary Proceeding CHRYSLER LLC: New Chrysler Prevailing Most Arbitration Cases CHRYSLER LLC: New Chrysler to Recall 25,000 Cars Due to Gas Pedal CHRYSLER LLC: New Chrysler Won't Accept Additional Applicants CINRAM INTERNATIONAL: Moody's Affirms 'Caa1' Corp. Family Rating CLAMOR/JUST PASSING: Case Summary & 20 Largest Unsec. Creditors COLONIAL BANCGROUP: Seeks Exclusivity Extension CONGOLEUM CORPORATION: Court Confirms Plan of Reorganization COOPER-STANDARD: Post Bankr. Company Retains Moody's 'B1' Rating COVENTRY HEALTH: Moody's Affirms 'Ba1' Senior Unsec. Debt Rating CRYSTAL SPRINGS: Gets Interim Okay to Use Cash Collateral DIAGNOSTIC IMAGING: S&P Gives Negative Outlook; Affirms 'B' Rating DOUGLAS VAUGHAN: Case Converted to Chapter 7 Liquidation DUANE READE: Moody's Withdraws 'Caa1' Corporate Family Rating EMMIS COMMUNICATIONS: Smulyan, et al., Disclose Equity Stake EMMIS COMMUNICATIONS: LKCM Funds Cut Equity Stake to 5.3% EMPIRE RESORTS: Joseph Bernstein Holds 6.8% of Shares EMPIRE RESORTS: Names Emanuel Pearlman to Board of Directors FIRSTBANK PUERTO RICO: S&P Lowers Counterparty Rating to 'CCC+' FRIAR TUCK: N.Y. Court Converts Case to Chapter 7 Liquidation GATEHOUSE MEDIA: Names Richard L. Friedman as Director GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating GENERAL GROWTH: Mulls Turning Over Some Properties to Lenders GENOIL INC: Posts C$1.8 Million Net Loss in First Quarter GRAY TELEVISION: Capital World Investors Holds 15.4% of Shares GRAY TELEVISION: GAMCO, et al., Hold 4.65% of Stock GREGORY MONARDO: Case Summary & 11 Largest Unsecured Creditors GTC BIOTHERAPEUTICS: Reports Results of May 26 Annual Meeting GULF FREEWAY: Files Schedules of Assets & Liabilities HARRAH'S ENTERTAINMENT: Moody's Affirms 'Caa3' Corp. Family Rating HARVARD GRAND: Section 341(a) Meeting Scheduled for July 15 HARVARD GRAND: Asks for Court Okay to Use Cash Collateral HOLDINGS GAMING: S&P Raises Corporate Credit Rating to 'CCC' HOVNANIAN ENTERPRISES: Posts $28.6-Mil. Net Loss for Fiscal Q2 IMPERIAL CAPITAL: FDIC Blocks Hiring of FTI Consulting J&D PROPERTIES: Case Summary & Largest Unsecured Creditor JAMES BROWN: Case Summary & 6 Largest Unsecured Creditors JNL FUNDING: Has Lender's Support on Use of Cash Collateral KENCORP INC: Files for Chapter 11 Bankruptcy Protection KRISPY KREME: Posts $4.4 Million Net Income for May 2 Quarter LANDAMERICA FIN'L: Court OKs Final Fee Applications LINCOLN HOLDINGS: S&P Affirms Corporate Credit Rating at 'B' LOGAN'S ROADHOUSE: S&P Puts 'B-' Rating on CreditWatch Positive LPATH INC: Registers 9,030,487 Class A Shares for Resale LPATH INC: Registers 25,729,669 Class A Shares for Resale LPATH INC: Registers 31,545,539 Class A Shares for Resale MACY'S RETAIL: Moody's Assigns 'Ba1' Senior Unsec. Shelf Rating MAJESTIC LIQUOR: Files for Bankruptcy to Restructure Debt MARKWEST ENERGY: Fitch Assigns 'BB' Issuer Default Rating MARHABA PARTNERS: Will Allot $100,000 for Payment to Unsecureds MGM MIRAGE: Management to Present at Goldman Sachs Conference MICHAELS STORES: Moody's Upgrades Corporate Family Rating to 'B3' MIDAS WATCH: Case Summary & 15 Largest Unsecured Creditors MILLENIUM TIME: Case Summary & 14 Largest Unsecured Creditors MILESTONE SCIENTIFIC: Names Four Individuals to Serve as Directors MONEY TREE: Amends Dec. 25 Qtr. Financials; Posts $3.7MM Loss MONEYGRAM INT'L: Reports Results of 2010 Stockholders Meeting MOOTE POINTE: Case Summary & 10 Largest Unsecured Creditors NATIONWIDE INSURANCE: AM Best Affirms bb- Issuer Credit Rating NAVISTAR INT'L: Owl Creek Entities Disclose Equity Stake NETWORK COMMUNICATIONS: S&P Downgrades Corp. Credit Rating to 'D' NIELSEN COMPANY: Fitch Puts 'B' Issuer Rating on Positive Watch NORD RESOURCES: Taps FTI to Assess Refinancing Alternatives PACIFIC ETHANOL: Shareholders Elect 8 Directors PAETEC HOLDING: Delays Exchange Offer for 8-7/8% Notes PALM INC: Shareholders' Meeting on Merger Set for June 25 PATIENT SAFETY: Inks Indemnification Agreement with Directors PEARVILLE LP: Asks for Court's Nod to Use Cash Collateral PENN TRAFFIC: Creditors Seek to Employ WDC as Winddown Officer POINT BLANK: U.S. Trustee Objects to Key Employee Incentive Plan RED ROCKET: Has Interim Nod for DIP Loan from C&A Pyro REDWINE RESOURCES: Case Summary & 20 Largest Unsecured Creditors RIVER ROAD: Court to Consider Auction of InterContinental Today SAINT VINCENTS: PC Ombudsman Wins Nod for Neubert as Counsel SAINT VINCENTS: Wins Nod of Stipulation with Aptium and BIMC SAMSONITE CORP: Unit Asks Court to Close Chapter 11 Case SEDONA DEV'T: Files List of 20 Largest Unsecured Creditors SEDONA DEV'T: Section 341(a) Meeting Scheduled for July 19 SEDONA DEV'T: Taps Polsinelli Shughart as Bankruptcy Counsel SEMINOLE HARD ROCK: Moody's Reviews 'B1' Corporate Family Rating SLAM MARKETING: Case Summary & Largest Unsecured Creditor SMURFIT-STONE: 200 Hollister Wants to File Late Proof of Claim SMURFIT-STONE: Receives Nod to Sell Coshocton Mill Energy Credits SMURFIT-STONE: Wants Plan Exclusivity until September 26 SOUTHEAST TELEPHONE: Has Access to CTB's Cash until June 25 SOUTHEAST TELEPHONE: Has Plan Exclusivity until June 30 STERLING ESTATES: Gets Interim Nod to Use Cash Collateral STYRON CORP: Moody's Assigns Corporate Family Rating at 'B2' STYRON CORP: S&P Downgrades Rating on Proposed Senior Debt to 'B+' SYNOVUS FINANCIAL: Columbus Deal Cues Fitch to Withdraw Ratings TALECRIS BIOTHERAPEUTICS: Grifols Deal Cues Moody's Outlook Shift TENET HEALTHCARE: Terminates Discussions with Healthscope TFA II: Case Summary & 11 Largest Unsecured Creditors TRIBUNE CO: Files Amended Plan of Reorganization TRIDIMENSION ENERGY: Taps Vinsons & Elkins as Bankruptcy Counsel TRIDIMENSION ENERGY: Hires Ottinger Hebert as Special Counsel TRIDIMENSION ENERGY: Seeks to Hire BMC Group as Claims Agent USA COMMERCIAL: $200,000 Payment to Bingham Found Fraudulent VICKI STEPHENS: Case Summary & 4 Largest Unsecured Creditors W HOTEL: Two Units File for Chapter 11 Bankruptcy Protection WILLIAM BAYLES: Taking Bids for New Cannan, Conn., Property WASHINGTON MUTUAL: Disc. Statement Hearing Adjourned Until June 17 WASHINGTON MUTUAL: Files Third Amended Plan & Disc. Statement WASHINGTON MUTUAL: Opposes Equity Panel's Rule 2004 Exam WESTERN DAIRY: Taps Downey Brand to Handle Reorganization Case WYNDHAM WORLDWIDE: Sol Melia Deal Won't Move Moody's 'Ba1' Rating WOODCREST CLUB: Sells Property to Vicenza for $19 Million ZALE CORP: Files Fiscal Third Quarter Report on Form 10-Q * Ex-Ladenburg Bankers Launch Cassel Salpeter & Co. LLC * Upcoming Meetings, Conferences and Seminars ********* 131 ARLINGTON: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 131 Arlington Street Trust, A Massachusetts Business Trust 200 Newbury Street 4th Floor Boston, MA 02116 Bankruptcy Case No.: 10-16177 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Henry J. Boroff Debtor's Counsel: Harold B. Murphy, Esq. Hanify & King, P.C. One Beacon Street 21st Floor Boston, MA 02108 Tel: (617) 423-0400 Fax: (617) 556-8985 E-mail: bankruptcy@hanify.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Carol S. Parks. The Debtor did not file its list of largest unsecured creditors when it filed its petition. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- 100 Stuart Street, LLC 10-14534 04/28/10 30-32 Oliver Street Corporate 06/04/10 Auto Sales & Service, Inc. 10-14528 04/28/10 Frank Sawyer Corporation 10-14528 04/28/10 General Land Corporation 06/04/10 General Trading Company 10-14532 04/28/10 SW Boston Hotel Venture, LLC, et al. 10-14535 04/28/10 1952 STRADELLA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 1952 Stradella Road LLC 7226 Sepulveda Blvd Van Nuys, CA 91405 Bankruptcy Case No.: 10-16728 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Roger A.S. Manlin, Esq. 4647 Kingswell Ave. No. 158 Los Angeles, CA 90027 Tel: (323) 953-6789 Fax: (323) 953-6156 Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Danny Simon, sole member. 15375 MEMORIAL: Judge Gross Orders GlobalSantaFe to Pay Sanctions ----------------------------------------------------------------- WestLaw reports that the misuse of the bankruptcy process by the Chapter 11 debtors' indirect parent company and related entities, in filing and controlling the debtors' bankruptcy cases, resulted in significant, foreseeable, and intended harm to a claimant. Thus, the imposition of sanctions, in the amount of the claimant's attorney fees and expenses for the proceedings before the bankruptcy court was warranted, pursuant to the court's inherent authority to sanction abuses in bankruptcy cases and the statute allowing for sanctions for multiplying proceedings vexatiously and unreasonably. The indirect parent and related entities manipulated and side-tracked the bankruptcy process for their own benefit, as non-debtors, and to keep on the defensive the claimant, which sought the imposition of alter ego liability against them in prepetition environmental contamination litigation involving a debtor. In re 15375 Memorial Corp., --- B.R. ----, 2010 WL 1976814 (Bankr. D. Del.) (Gross, J.). As reported in the Troubled Company Reporter on Dec. 28, 2009, the United States Court of Appeals for the Third Circuit saw no valid purpose for 15375 Memorial's chapter 11 proceeding and called it an improper litigation tactic. Bepco LP v. Global Santa Fe Corp., No. 09-1391 (3d Cir.). Judge Gross did not impose sanctions against the Debtor's lawyers and calls the Debtor's indirect parent company -- GlobalSantaFe Corporation -- and its affiliates the "villains" in these cases. Judge Gross explains that GlobalSantaFe and its affiliates caused the bankruptcy cases to be filed to protect their interests, funded the cases, and employed vexatious, aggressive litigation tactics against BEPCO, L.P., f/k/a Bass Enterprises Production Company. BEPCO sought payment of $2 million in legal fees. Judge Gross ordered GlobalSantaFe to pay all legal fees related to proceedings before the Bankruptcy Court, but BEPCO must ask the District Court and Court of Appeals to order payment of legal fees related to proceedings before those tribunals. 15375 Memorial Corporation together with affiliate Santa Fe Minerals, Inc., sought chapter 11 protection (Bankr. D. Del. Case No. 06-10859) on Aug. 16, 2006. 15375 Memorial estimated less than $500,000 in assets and more than $100 million in debts at the time of the filing. AGY HOLDING: Davis Quits as President & Chief Operating Officer --------------------------------------------------------------- Jeffrey Davis has tendered his resignation as president and chief operating officer of AGY Holding Corp., effective as of May 28, 2010. About AGY Holding Aiken, South Carolina-based AGY Holding Corp. manufactures advanced glass fibers that are used as reinforcing materials in numerous diverse, high-value applications, including aircraft laminates, ballistic armor, pressure vessels, roofing membranes, insect screening, architectural fabrics, and specialty electronics. AGY is focused on serving end-markets that require glass fibers for applications with demanding performance criteria, such as the aerospace, defense, construction, electronics, automotive, and industrial end-markets. The Company's balance sheet at March 31, 2010, showed $327.6 million in total assets and $295.8 million in total liabilities, for a stockholders' equity of $20.6 million. * * * As reported by the Troubled Company Reporter on December 28, 2009, Standard & Poor's Ratings Services lowered its ratings on AGY Holding Corp., including its corporate credit rating, to 'CCC+' from 'B'. "The downgrade follows S&P's ongoing concern on operating performance, including S&P's expectation for very weak credit metrics for 2009, weak liquidity relative to interest payments and operating requirements in 2010, and integration concerns related to the large $72 million acquisition -- with a $20 million cash component -- of AGY Hong Kong Ltd.," said Standard & Poor's credit analyst Paul Kurias. AIRTRAN HOLDINGS: Put Option for 7% Convert. Notes Expires July 1 ----------------------------------------------------------------- AirTran Holdings Inc. notified holders of its 7% Convertible Notes due 2023 that they have the right, pursuant to the terms of the Notes, to require AirTran to repurchase their Notes for cash. The Put Option expires at 5:00 p.m., New York City time, on July 1, 2010. As required by rules of the United States Securities and Exchange Commission, AirTran will file a Tender Offer Statement on Schedule TO later today. In addition, documents specifying the terms, conditions and procedures for exercising the Put Option will be available through The Depository Trust Company and the paying agent, which is Wilmington Trust Company. None of AirTran, its board of directors or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Put Option. The Put Option entitles each holder of the Notes to require AirTran to repurchase all or part of such holder's Notes at a price, in cash, equal to $1,000 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest up to, but excluding, July 1, 2010, upon the terms and subject to the conditions set forth in the Notes and the indenture governing the Notes. The Repurchase Date is an interest payment date under the terms of the Notes; accordingly, interest accrued up to, but excluding, the Repurchase Date will be paid to record holders as of the regular record date immediately preceding such interest payment date, and AirTran, therefore, expects that there will be no accrued and unpaid interest due as part of the repurchase price. As of May 26, 2010, there was $95.8 million in aggregate principal amount of the Notes outstanding. If all outstanding Notes are surrendered for repurchase pursuant to the Put Option, the aggregate cash purchase price will be $95.8 million. AirTran intends to use cash on hand to finance the Put Option. The Notes are, subject to certain conditions, convertible into 89.9281 shares of AirTran common stock per $1,000 principal amount of the Notes. On May 26, 2010, the closing sales price of AirTran common stock on the New York Stock Exchange was $5.50 per share. Noteholders' opportunity to terminate the Put Option at 5:00 p.m., New York City time, on July 1, 2010. In order to exercise the Put Option, a holder must follow the transmittal procedures set forth in AirTran's company repurchase notice to holders, which is available through The Depository Trust Company and Wilmington Trust Company. Holders may withdraw any previously tendered Notes pursuant to the terms of the Put Option at any time prior to 5:00 p.m., New York City time, on July 1, 2010 or as otherwise provided by applicable law. About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. As of February 1, 2010, the Company operated 86 Boeing B717-200 aircraft and 52 Boeing B737-700 aircraft offering approximately 700 scheduled flights per day to 63 locations in the United States, including San Juan, Puerto Rico, and to Orangestad, Aruba, Cancun, Mexico, and Nassau, The Bahamas. * * * As reported by the Troubled Company Reporter on December 28, 2009, Moody's Investors Service raised its ratings of AirTran Holdings' corporate family and probability of default ratings each to Caa1 from Caa2. The 'Caa1' corporate family rating considers the still high leverage and AirTran's exposure to cyclical risks in the airline industry. The airline's carries a corporate credit rating of CCC+/Stable/-- from Standard & Poor's. ALDA PHARMACEUTICALS: Amends Private Placement Price to C$0.15 -------------------------------------------------------------- ALDA Pharmaceuticals Corp., has disclosed that, in response to prevailing market conditions, the private placement financing announced on April 15, 2010, and revised on April 28, 2010, will be amended to C$0.15 per unit. The offering will now be for up to 3,500,000 units of the Company at a price of C$0.15 per unit for proceeds to the Company of up to C$525,000. Each unit consists of one common share of ALDA and one non-transferable share purchase warrant entitling the holder to acquire one additional common share of ALDA at a price of C$0.30 per common share for a period of two (2) years from the date of the issuance of the purchase warrant. As announced in the April 15th and April 28th news releases, net proceeds from the offering will be used for general corporate purposes. Insiders of ALDA will be subscribing for 25% of the offering. A full-text copy of the press release is available for free at: http://researcharchives.com/t/s?6458 Based in New Westminster, B.C., Canada, ALDA Pharmaceuticals Corp. -- http://www.aldacorp.com/-- is focused on the development of infection-control therapeutics derived from its patented T36(R) technology. The Company trades on the TSX Venture Exchang e under the symbol APH and on the OTCQB under the symbol APCSF. As at March 31, 2010, the Company's balance sheet showed C$1,462,818 in assets, C$110,832 of liabilities, and C$1,351,986 of stockholders' equity. Going Concern Uncertainty During the nine month period ended March 31, 2010, the Company experienced operating losses and negative operating cash flows, operations of the Company having been funded by the issuance of share capital. Continued operations are dependent on the Company's ability to complete public equity financing or generate profitable operations in the future. ALDA PHARMACEUTICALS: Posts C$1.7 MM Net Loss in Q3 Ended March 31 ------------------------------------------------------------------ ALDA Pharmaceuticals Corp. filed on June 2, 2010, interim consolidated financial statements for the three months ended March 31, 2010. The Company reported a net loss of C$1,716,319 on C$394,753 of revenue for the three months ended March 31, 2010, compared to a net loss of C$219,012 on C$87,752 of revenue for the same period ended March 31, 2009. The Company reported a net loss of C$2,704,337 on C$1,464,841 of revenue for the nine months ended March 31, 2010, compared with a net loss of C$765,677 on C$198,223 of revenue for the same period ended March 31, 2009. The higher losses observed during the current fiscal year were largely due the payments made to the Vancouver Organizing Committee for the 2010 Olympic and Paralympic Winter Games and from non-cash stock based compensation expenses of $193,462 for the nine months ended March 31, 2010. Non-cash stock based compensation expenses for the nine months ended March 31, 2009, were $137,792. The Company's balance sheet as of March 31, 2010, showed C$1,462,818 in assets, C$110,832 of liabilities, and $1,351,986 of stockholders' equity. "These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the nine month period ended March 31, 2010, the Company experienced operating losses and negative operating cash flows, operations of the Company having been funded by the issuance of share capital. Continued operations are dependent on the Company's ability to complete public equity financing or generate profitable operations in the future." A full-text copy of the interim financial statements is available for free at http://researcharchives.com/t/s?6459 About ALDA Pharmaceuticals Based in New Westminster, B.C., Canada, ALDA Pharmaceuticals Corp. -- http://www.aldacorp.com/-- is focused on the development of infection-control therapeutics derived from its patented T36(R) technology. The Company trades on the TSX Venture Exchang e under the symbol APH and on the OTCQB under the symbol APCSF. As at March 31, 2010, the Company's balance sheet showed C$1,462,818 in assets, C$110,832 of liabilities, and C$1,351,986 of stockholders' equity. ALLEGIANT TRAVEL: Moody's Withdraws 'Ba3' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service has withdrawn its debt ratings that it had assigned to Allegiant Travel Company: Corporate Family and Probability of Default and senior unsecured ratings of Ba3 and a Speculative Grade Liquidity rating of SGL-2. The withdrawal follows the company's decision to not proceed with its offering of $250 million of senior unsecured notes. The last rating action was on May 19, 2010, when Moody's assigned first time ratings to Allegiant and to the planned offering of unsecured notes. Outlook Actions: Issuer: Allegiant Travel Company -- Outlook, Changed To Rating Withdrawn From Stable Withdrawals: Issuer: Allegiant Travel Company -- Probability of Default Rating, Withdrawn, previously rated Ba3 -- Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 -- Corporate Family Rating, Withdrawn, previously rated Ba3 -- Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated Ba3, LGD4, 55% Allegiant Travel Company, headquartered in Las Vegas, Nevada, operates a low-cost passenger airline marketed to leisure travelers in small cities, selling air travel both on a stand- alone basis and bundled with hotel rooms, rental cars and other travel related services. ALTEGRITY INC: S&P Puts 'B-' Rating on CreditWatch Developing ------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed all of its ratings on U.S.-based Altegrity Inc., including the 'B-' corporate credit rating, on CreditWatch with developing implications, which indicates that S&P could raise or lower the ratings. As of March 31, 2010, Altegrity had about $1.34 billion of debt outstanding. "The CreditWatch placement follows Altegrity's proposed $1.13 billion acquisition of Kroll Inc. from Marsh & McLennan Cos., uncertainty relating to the combined entity's pro forma capital structure and credit measures, and Altegrity's ability to comply with its leverage covenant, which steps down on Sept. 30, 2010," said Standard & Poor's credit analyst Jerry Phelan. S&P expects the transaction to close by late September. The acquisition of Kroll could enable Altegrity to comply with its credit facility covenant, which becomes more stringent as of Sept. 30, 2010. Without Kroll, S&P believes Altegrity's consolidated EBITDA during the second half of fiscal year end Sept. 30, 2010, will need to increase by about 25% compared with the first half of the year in order to comply with the 5x secured leverage covenant, which steps down from 5.75x currently. While S&P believes EBITDA improvement is probable for Altegrity's current operations, it is not clear whether without Kroll it would be able to generate a profit increase sufficient to maintain covenant compliance. As of March 31, 2010, the company had about an 8.3% cushion under its covenant. S&P could raise the ratings if the acquisition facilitates Altegrity's ability to comply with its leverage covenant and if S&P believes Altegrity's pro forma liquidity, credit measures, and competitive position will improve as a result of the transaction. Liquidity and credit measure improvement could occur if the acquisition financing includes a sufficient amount of new equity capital, which in particular could facilitate leverage covenant compliance. Conversely, S&P could lower the ratings if S&P believes the company will not be able to comply with its financial covenants or if S&P believes credit measures and liquidity will deteriorate as a result of the transaction. AMERICAN CAPITAL: Moody's Reviews 'B2' Senior Unsec. Rating ----------------------------------------------------------- Moody's Investors Service placed American Capital, Ltd.'s B2 senior unsecured rating under review for downgrade due to the increased potential the company will undertake a pre-packaged Chapter 11 bankruptcy restructuring. Moody's said the review for downgrade follows the company's announcement of the current status and extension of its exchange offer for substantially all of its unsecured debt. In regards to the status of the exchange, not enough bonds were tendered to consummate the exchange. Only 7% of the company's public unsecured noteholders ($550 million public unsecured notes outstanding) tendered for exchange. Additionally, although most classes of the company's private secured notes ($406 private secured notes outstanding) tendered at a rate from 90% to 100%, one class had zero participation. The consummation of the exchange offer requires 85% of the public unsecured holders and 100% of private unsecured holders to tender. As a result, ACAS has extended the expiration of the exchange offer to June 8, 2010. ACAS is undertaking this restructuring as, due to various covenant violations, its debt holders have the right to accelerate maturity of $2.4 billion of unsecured debt. This is much greater than the company's liquid assets, an acceleration would likely result in an ACAS default. ACAS has stated that if it is unable to restructure its debt through this exchange, it intends to undertake a pre- packaged Chapter 11 bankruptcy restructuring. The review will focus on ACAS's ability to successfully complete its debt exchange. In the event of bankruptcy, ACAS would likely be downgraded one to two notches given Moody's belief that the recovery for bondholders would be high due to the company's substantial equity base. Should ACAS successfully conclude its restructuring the company's ratings would likely be confirmed at its current rating. The last rating action was on ACAS was March 2, 2009, when the ratings were downgraded to B2 from Baa3 with a negative outlook. American Capital Strategies is based in Bethesda, Maryland and reported total assets of $6.8 billion at March 31, 2010. On Review for Possible Downgrade: Issuer: American Capital, Ltd. -- Corporate Family Rating, Placed on Review for Possible Downgrade, currently B2 -- Multiple Seniority Shelf, Placed on Review for Possible Downgrade, currently (P)Caa1, (P)B2 -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently B2 Outlook Actions: Issuer: American Capital, Ltd. -- Outlook, Changed To Rating Under Review From Negative ANCHORAGE SPORTSPLEX: Files for Chapter 11 Bankruptcy in Alaska --------------------------------------------------------------- Anchorage Sportsplex Inc. filed for bankruptcy under Chapter 11 on June 5, 2010 (Bankr. D. Alaska Case No. 10-00475). According to KTUU.com, the Company said the total expenses are exceeding revenue, and monthly debt payments still have to be made during the summer. Anchorage Sportsplex, a non-profit organization that operates the Alaska Dome indoor sports, filed for Chapter 11 to restructure its long-term debt. ANCHORAGE SPORTSPLEX: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Anchorage Sportsplex, Inc. 6501 Changepoint Drive Anchorage, AK 99518 Bankruptcy Case No.: 10-00475 Chapter 11 Petition Date: June 5, 2010 Court: United States Bankruptcy Court Alaska (Anchorage) Debtor's Counsel: David H. Bundy, Esq. 310 K Street, Suite 200 Anchorage, AK 99501 Tel: (907) 248-8431 Fax: (907) 248-8434 E-mail: dhb@alaska.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 9 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/akb10-00475.pdf The petition was signed by Carl Eckstrom, president. ATLANTA LIFE: A.M. Best Downgrades Issuer Credit Rating to "b-" --------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C+ (Marginal) from B- (Fair) and issuer credit rating to "b-" from "bb-" of Atlanta Life Insurance Company (Atlanta Life) (Atlanta, GA). The ratings have been removed from under review with negative implications and assigned a negative outlook. Atlanta Life is the life insurance member of Atlanta Life Financial Group, Inc. The rating actions are a result of A.M. Best's discussions with Atlanta Life's management and its review of the company's financial plans, which were developed in response to a consent order issued recently by the Georgia Commissioner of Insurance, designed primarily to remediate the company's risk-based capital position. The consent order was issued by the Commissioner after earlier having placed Atlanta Life under Administrative Supervision. While under Administrative Supervision, Atlanta Life is permitted to conduct normal business operations; however, it must continue to adhere to the requirements of the consent order. In 2009, Atlanta Life's absolute capital and surplus levels dropped significantly -- more than 30% from the previous year -- accelerating further the declining trends in its capital and surplus levels that have taken place over the past several years. This decline in capital and surplus was triggered by an increase in non-admitted assets (a Georgia Commissioner of Insurance directive) related to pledged securities and operating balances associated with an affiliate -- Jackson Securities, LLC (Jackson Securities) -- and overall net operating losses primarily derived from Atlanta Life's core assumed group life business. A.M. Best notes that loans to Jackson Securities continue to pay contractual interest, and all outstanding loan balances remain on schedule to be paid off in 2014. The decline in absolute capital and surplus also has placed significant pressure on Atlanta Life's already modest risk- adjusted capitalization as measured by both Best's Capital Adequacy Ratio (BCAR) and state regulators. Additionally, the reduced level of capital and surplus has further diminished the company's financial flexibility, which also remains encumbered by loans made to another affiliate -- Herndon Capital Management, LLC. Additionally, A.M. Best notes that contractual interest continues to be paid on these loans, which are scheduled to be paid off in 2012. The assigned negative outlook reflects A.M. Best's belief that given Atlanta Life's modest historical operating performance results, it will be challenged to reverse declining capital and surplus trends and improve risk-adjusted capitalization without a meaningful infusion of capital. In A.M. Best's opinion, should the company's regulatory risk-based capital ratio decline further, there would be a material risk that the Georgia Commissioner of Insurance could place the company under Regulatory Supervision. However, A.M. Best notes that Atlanta Life has sent a letter to the Georgia Commissioner requesting a hearing be held to rescind the Consent Order of Administrative Supervision. Partially mitigating these factors are Atlanta Life's disciplined premium growth strategy of its core assumed group life business, as well as a conservative fixed income investment portfolio that has, thus far, avoided significant realized and unrealized investment losses. ATP OIL: Moody's Gives Negative Outlook Due to Drilling Moratorium ------------------------------------------------------------------ Moody's Investors Service lowered ATP Oil & Gas Corporation's rating outlook to negative from positive and affirmed its Caa2 Corporate Family Rating, Caa2 Probability of Default Rating, and Caa2 (LGD 4; 53%) rating on $1.5 billion of unregistered 144A senior second lien notes due 2015. Moody's also reduced ATP's Speculative Grade Liquidity rating to SGL-4 from SGL-3. ATP is a small exploration and production company operating in the shallow and deep waters of the Gulf of Mexico (approximately two-thirds of reserves) and in the North Sea. At year-end 2009, ATP held 135.1 mmboe in proven reserves, of which a very small 13% was proven developed and a smaller proportion than that was proven developed and producing reserves. The move to a negative outlook reflects that the ratings and prior outlook were tied specifically to successfully drilling, completing and tying in three deepwater Gulf of Mexico Telemark Field wells to first production this year, at roughly the projected production rates, and that by year-end 2010 ATP's 2011 drilling program would adequately capable of supporting the post- Telemark higher production base. Telemark is located in approximately 4,450 feet of water and most of ATP's other core prospects are located in GOM deep waters. Accordingly, the negative outlook reflects the impact of the Department of the Interior's deepwater GOM drilling moratorium declared May 30 after the BP PLC Macondo well blow out. This will delay two of ATP's four Telemark wells at least for the cited six months or, in Moody's opinion, longer. ATP reports that the moratorium does permit it to complete its already drilled second Telemark well (MC 941 #3), although ATP is still waiting for third party completion services and equipment that are delayed due to the sector's effort to shut the Macondo well down. As detailed in Moody's April 14, 2010 analysis, in Moody's view ATP's operating and financial profiles left little latitude in the ratings and outlook to absorb material delays in sequencing its deepwater GOM wells to first production. Furthermore, given the unknown ultimate length of the moratorium, let alone the unknown regulatory conditions, cost and pace at which the sector will be able to recommence drilling after the moratorium is lifted, greatly diminish the visibility on timing and economics of ATP's Telemark, Canyon Express MC 305 #2, and Gomez Hub MC 711 #9 and MC711 #10 wells as well as its ATP's 2011 deepwater program. Telemark alone represents over 35% of ATP's reserves and forecasted Telemark production is more than double ATP's diminished fourth quarter 2009 production. The ratings remain restrained by ATP's small production and cash flow base, its very short PD and PDP reserve lives, low drilling risk diversification, extremely high leverage, heavy capital spending in excess of cash flow, large net profits interest and overriding royalty obligations on current producing and future producing properties once they come on production, and other long- term obligations. While the timing, cost, and production response of the drilling program were too speculative to support a higher rating, the second quarter through fourth quarter 2010 visibilities of the three pending Telemark wells and other 2010 and 2011 prospects warranted a positive outlook. The ratings could be stabilized once ATP is able to mount sustained production increases needed to substantially reduce its extreme leverage on units of production and cash flow. The company has promising prospects backed by prior well control data and seismic interpretation. But its massive debt burdens relative to current rates of production are a heavy burden to carry given its short PD reserve life and inability to significantly replace production decline during the drilling moratorium. The ratings are supported by significant cash liquidity after the April bond offering, although outlays substantially exceed current cash flow. The ratings also benefit from ATP's decade long history of acquiring non-producing Gulf of Mexico and North Sea properties from other producers and subsequently funding, drilling, developing, completing, and bringing them to production. In first and second quarter 2010, ATP also began to significantly reverse several quarters of production decline. In the first quarter and second quarters of 2010, ATP's well completion at Mississippi Canyon Block 711 (part of its Gomez complex), the resumption and the addition of production at its Canyon Express Hub, and the completion of its first Telemark well in late March boosted daily production by more than 75% above depleted fourth quarter 2009 production. ATP's substantial oil and liquids production component also positively exposes it to oil prices that remain much stronger than natural gas prices. In light of ATP's short PDP reserve life, reduced visibility on production rates and cash flow over the next four quarters, and its heavy capital outlays, the liquidity rating is downgraded to SGL-4 from SGL-3. While ATP still carries significant cash balances, it is committed to paying fixed rig day rates, the drilling moratorium could consume substantial cash, and seriously erode bank covenant coverage. To raise additional liquidity, the company may be still attempting to partly or fully monetize its ATP Titan floating production platform, the core production infrastructure asset for its Telemark Hub operation. ATP had completed its pivotal Telemark Hub production infrastructure and the first Telemark well (AV 63 #4) was brought on production just before the note offering. The company believes it will be able to complete its already drilled MC 941 #3 and MC 754 #1 wells by year end 2010. However, given the nature of reservoir pressure, the risk of undetected permeability barriers, and risk of premature water encroachment and production decline, identifying even the completed Telemark well's reservoir drive mechanism, and estimating its decline curve, are tenuous after only two months of production. ATP carries high operating and capital risk concentrations due to its strategy of holding 100% working interests in offshore projects and in buying or constructing its own floating production platforms. Its business model involves purchasing, at comparatively low cost, and then drilling and developing other producers' non-strategic PUD and non-proven properties in the GOM and North Sea. It therefore carries large up-front capital spending outlays, long project lead times, delay and cost overrun risks (particularly of its floating production platform construction program), fast production decline curves, and the challenges of sequencing new projects to come on line faster than older projects are declining. ATP carries especially high leverage on daily production rates and year-end 2009 PD reserves, even pro-forma for its original production forecast. Its 2010 capital spending budget exceeds pre-Telemark cash flow and capital spending will continue at high levels for several years. The Caa2 ratings and positive outlook were assigned on April 14, 2010. ATP Oil & Gas Corporation is an independent oil and gas company headquartered in Houston, Texas. BLOCKBUSTER INC: Still in Talks to Reduce $900MM Debt Load ---------------------------------------------------------- Gary Fernandes, a member of the company's board of directors of Blockbuster Inc., in an interview with Dow Jones Newswire, said that the Company's progress toward recapitalization has come in "fits and starts." According to Dow Jones, Mr. Fernandes, defending himself against dissident shareholder Gregory S. Meyer's efforts to unseat him, said he's on a special board committee that meets weekly with management and advisors to review efforts to reduce Blockbuster's debt load of more than $900 million. "Every time we think we find something that's going to be a perfect fit, there's a reason it has to be changed," Mr. Fernandes said in the interview. With two sets of bondholders, potential new investors conducting due diligence and "a whole series of strategic moves" under consideration, Blockbuster is "doing an extra thorough job" reviewing its options, he said. According to Dow Jones, people familiar with discussions have said that one group of bondholders has offered to wipe out the $300 million in debt owed them in exchange for the "lion's share" of new equity in a retooled company. These bondholders, who are at the back of the line for repayment, would also get $125 million of new debt with lenient repayment terms for Blockbuster. But The Wall Street Journal reported last week that those discussions had bogged down as the two sides debated how much new money Blockbuster needs to fund its business. Sources said the bondholders proposed investing around $30 million, but Blockbuster wanted $100 million. Mr. Fernandes declined to provide specifics on options or talks. "We're pretty far downstream in exploring the alternatives," he said, adding he expects Blockbuster in the "next relatively short period of time" to be "realizing some of those opportunities." By "short period of time," Mr. Fernandes said he meant "the next 30, 60, or 90 days." Blockbuster Chairman and Chief Executive Jim Keyes has said he hopes to provide shareholders an update on recapitalization efforts by the June 24 shareholder meeting. Blockbuster's board is supporting Mr. Fernandes, who was targeted after director James Crystal, whom Mr. Meyer first sought to replace, decided against running for re-election. Blockbuster has $41.5 million in interest and amortization payments due to senior bondholders on July 1, and Mr. Fernandes said the company is talking with debt holders about possible "accommodations" on the timing or payment amounts and any related cost, if any. Mr. Fernandes said it's also "premature" to speculate that shareholders will get nothing in any recapitalization. Blockbuster's class A shares have fallen more than 60% over the last year and recently traded at 34 cents. About Blockbuster Inc. Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment. The company provides customers with convenient access to media entertainment anywhere, any way they want it - whether in-store, by-mail, through vending kiosks or digitally to their homes and mobile devices. With a highly recognized brand and a library of more than 125,000 movie and game titles, Blockbuster leverages its multichannel presence to serve nearly 47 million global customers annually. The company may be accessed worldwide at http://www.blockbuster.com/ Blockbuster Inc. filed its quarterly report on Form 10-Q, showing a net loss of $65.4 million on $939.4 million of revenue for the thirteen weeks ended April 4, 2010, compared with net income of $27.7 million on $1.086 billion of revenue for the thirteen weeks ended April 5, 2009. The Company's balance sheet as of April 4, 2010, showed $1.319 billion in assets and $1.693 billion of liabilities, for a stockholders' deficit of $374.2 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern following Blockbuster's 2009 results. BLOCKBUSTER INC: Bondholder Battle Reported ------------------------------------------- The Deal.com's Richard Morgan says the proxy battle between the board of Blockbuster Inc. and self-nominated director Gregory Meyer should end this sideshow until the Company's real opposing sides -- the holders of $300 million aggregate principal amount of 9% senior subordinated notes; and the holders of $630 million aggregate principal outstanding 11.75% senior secured notes -- come to terms. According to Mr. Morgan, the subordinated noteholders have offered to invest more money in Blockbuster and to equitize their debt -- provided secured noteholders defer some of their principal amortization. Secured noteholders have disagreed. Mr. Morgan also relates the secured noteholders are entertaining a debtor-in- possession financing. "That means they're not afraid of bankruptcy, as long as it features a defensive DIP rather than a third-party DIP," Mr. Morgan says. The Troubled Company Reporter, citing The Wall Street Journal's Mike Spector, reported on May 28, 2010, that Blockbuster's effort to reduce its debt load of more than $900 million has hit a snag over how much investors would pump into the struggling chain. Mr. Spector said people familiar with the discussions said that one group of bondholders has offered to wipe out the $300 million in debt owed them in exchange for the "lion's share" of new equity in a retooled company. These bondholders, who are at the back of the line for repayment, would also get $125 million of new debt with lenient repayment terms for Blockbuster. But those discussions have bogged down of late, as the two sides debate how much new money Blockbuster needs to fund its business. The bondholders have proposed investing around $30 million, but Blockbuster wants $100 million, the people said, according to WSJ. According to The Journal, a person familiar with the talks said Blockbuster is also talking to a separate group of bondholders owed roughly $630 million about canceling amortization payments for an extended stretch. Those payments run more than $20 million a quarter. Those bondholders, who rank highest in the company's debt-payment pecking order, want a good chunk of equity in Blockbuster in exchange for giving up those payments, the report added. The Deal.com notes that, in the last quarter, while posting a net loss of $67.1 million, Blockbuster's cash position fell to $109.9 million (from $188.7 million when the quarter began). The company's total debt stands at $920 million. The $79.4 million current portion of that Company's debt is now greater than its $75 million market capitalization. "The stock is at 33 cents, and some shareholder is screaming at directors to join the board," muses a long-time follower of the Company, Mr. Morgan writes for The Deal.com. This implies both sides plan on being around after Blockbuster works through its debt issues -- a notion an increasing number consider unlikely and the company follower calls "delusional." "They should just stop it," he adds, "or they'll wind up spending more on the proxy fight than the value of the common equity." "Extra Thorough Job" Gary J. Fernandes, a member of Blockbuster's Board of Directors, told the Dow Jones Newswires in an interview on June 2, 2010, with two sets of bondholders, potential new investors conducting due diligence and "a whole series of strategic moves" under consideration, Blockbuster is "doing an extra thorough job" reviewing its options. "Every time we think we find something that's going to be a perfect fit, there's a reason it has to be changed," Mr. Fernandes said in an interview. Dissident shareholder Gregory S. Meyer is seeking to unseat Mr. Fernandes -- together with James W. Crystal -- from the Board. Blockbuster's Board announced on May 21, 2010 that Mr. Crystal would not stand for re-election. A full-text copy of Mr. Meyer's "Presentation to Blockbuster Shareholders" is available at no charge at http://ResearchArchives.com/t/s?645e According to Dow Jones, Mr. Fernandes said he's on a special board committee that meets weekly with management and advisors to review efforts to reduce Blockbuster's debt load. "We're pretty far downstream in exploring the alternatives," Mr. Fernandes told Dow Jones, adding he expects Blockbuster in the "next relatively short period of time" to be "realizing some of those opportunities." By "short period of time," Mr. Fernandes said he meant "the next 30, 60, or 90 days." Dow Jones notes Blockbuster Chairman and Chief Executive Jim Keyes has said he hopes to provide shareholders an update on recapitalization efforts by the June 24 shareholder meeting. Blockbuster has $41.5 million in interest and amortization payments due to senior bondholders on July 1. In a statement on May 27, Blockbuster's Board offered its "strong and unwavering" support for Mr. Fernandes, a former vice chairman of Electronic Data Systems Corporation. The Board called Mr. Fernandes "the latest candidate on the company's slate of director nominees to be baselessly targeted by Greg Meyer, who is pursuing an ill-conceived proxy contest to get himself elected to the Blockbuster Board." 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 outstanding shares of Class A common stock of the Company. Last month, the Board nominated Kathleen Dore for election to the Blockbuster Board of Directors at the Company's 2010 Annual Stockholders' Meeting. Ms. Dore was nominated to fill the seat to be vacated by Mr. Crystal. About Blockbuster Inc. Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment. The company provides customers with convenient access to media entertainment anywhere, any way they want it - whether in-store, by-mail, through vending kiosks or digitally to their homes and mobile devices. With a highly recognized brand and a library of more than 125,000 movie and game titles, Blockbuster leverages its multichannel presence to serve nearly 47 million global customers annually. The company may be accessed worldwide at http://www.blockbuster.com/ Blockbuster Inc. filed its quarterly report on Form 10-Q, showing a net loss of $65.4 million on $939.4 million of revenue for the thirteen weeks ended April 4, 2010, compared with net income of $27.7 million on $1.086 billion of revenue for the thirteen weeks ended April 5, 2009. The Company's balance sheet as of April 4, 2010, showed $1.319 billion in assets and $1.693 billion of liabilities, for a stockholders' deficit of $374.2 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern following Blockbuster's 2009 results. BLOCKBUSTER INC: Centaurus Holds 4.6% of Class B Shares ------------------------------------------------------- United Kingdom-based Centaurus Capital LP and Centaurus Capital Limited disclosed that as of May 25, 2010, they held 3,310,149 shares or roughly 4.6% of the Class B common stock, par value $0.01 per share, of Blockbuster Inc. Centaurus Capital LP is a United Kingdom limited partnership, which serves as investment manager to Centaurus International Risk Arbitrage Master Fund Limited and certain managed accounts, with respect to the shares of Common Stock directly owned by CIRAF and the managed accounts. Centaurus Capital Limited, a corporation organized under the laws of the United Kingdom, which serves as the general partner to Centaurus, with respect to the shares of Common Stock directly owned by CIRAF and the managed accounts. About Blockbuster Inc. Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment. The company provides customers with convenient access to media entertainment anywhere, any way they want it - whether in-store, by-mail, through vending kiosks or digitally to their homes and mobile devices. With a highly recognized brand and a library of more than 125,000 movie and game titles, Blockbuster leverages its multichannel presence to serve nearly 47 million global customers annually. The company may be accessed worldwide at http://www.blockbuster.com/ Blockbuster Inc. filed its quarterly report on Form 10-Q, showing a net loss of $65.4 million on $939.4 million of revenue for the thirteen weeks ended April 4, 2010, compared with net income of $27.7 million on $1.086 billion of revenue for the thirteen weeks ended April 5, 2009. The Company's balance sheet as of April 4, 2010, showed $1.319 billion in assets and $1.693 billion of liabilities, for a stockholders' deficit of $374.2 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern following Blockbuster's 2009 results. BOYD GAMING: Moody's Downgrades Corporate Family Rating to 'B2' --------------------------------------------------------------- Moody's Investors Service lowered the ratings of Boyd Gaming Corporation and assigned a stable rating outlook. Boyd's Corporate Family Rating and Probability of Default Rating were lowered to B2 from B1. The company's senior subordinated notes were lowered to Caa1 from B3. Boyd's SGL-3 Speculative Grade Liquidity rating was maintained. This rating action concludes the review process that was initiated on March 3, 2010. The downgrade of Boyd's Corporate Family Rating to B2 from B1 reflects the company's significant and continued exposure to the Las Vegas locals gaming market. While the pace of revenue and EBITDA deterioration of Boyd's casino properties located in that market has slowed, Moody's believes these casinos will remain challenged in terms of revenue growth and profitability. Thus, it will be difficult for Boyd to reduce leverage -- debt/EBITDA is currently over 7 times -- over the near to medium term to levels acceptable for the prior rating. "The Las Vegas Locals market, which currently accounts for about 44% of Boyd's wholly-owned property-level EBITDA, was one of the hardest hit by the recession, and in Moody's view, likely to be one of the last to recover," stated Keith Foley, Senior Vice President at Moody's. The stable outlook considers Boyd's adequate liquidity profile and acknowledges that despite high leverage and revenue challenges, Boyd can likely generate positive free cash flow after all debt service and capital expenditures through 2010. It also recognizes that Boyd may be challenged to meet the total leverage covenant requirement in its bank facility during the next several quarters. Ratings could be pressured if it appears Boyd will violate its bank loan covenants and have difficulty obtaining covenant relief, earnings declines do not decelerate, or the company does not take steps to reduce leverage well in advance of its May 2012 revolver expiration. Currently, outstanding revolver debt accounts for almost 75% of Boyd's total outstanding debt. The ratings and outlook do not consider the possible event risk associated with Boyd's interest in purchasing assets from Station Casinos or MGM MIRAGE's planned divestiture of its 50% interest in Marina District Development Holding Company, LLC, a joint venture with Boyd that owns the Borgata Hotel Casino in Atlantic City, NJ. While these events -- individually or in combination -- could have an impact on Boyd's ratings, their speculative and event driven nature make it difficult to incorporate into the ratings. Ratings lowered: -- Corporate Family Rating to B2 from B1 -- Probability of Default Rating to B2 from B1 -- 6.75% senior subordinated notes due 2014 to Caa1 (LGD 6, 92%) from B3 (LGD 6, 92%) -- 7.75% senior subordinated notes due 2012 to Caa1 (LGD 6, 92%) from B3 (LGD 6, 92%) -- 7.125% senior subordinated notes due 2016 to Caa1 (LGD 6, 92%) from B3 (LGD 6, 92%) The previous rating action for Boyd occurred on March 3, 2010, when Moody's placed the company's ratings on review for possible downgrade. Boyd Gaming Corporation wholly owns and operates gaming and entertainment facilities located in Nevada, Mississippi, Illinois, Louisiana, and Indiana. The company is also 50% partner in a joint venture that owns and operates the Borgata Hotel Casino in Atlantic City, New Jersey. The company generates about $1.6 billion of annual net revenue. BRIDGEWATER POINTE: Prudential Puts Condo Units Up for Sale ----------------------------------------------------------- Laurie Edwards at Smith Mountain Lake reports that Prudential Waterfront Properties will accept contracts on Bridgewater Pointed, a 48-unit condominium. Prudential will be taking $5,000 deposits for the three- and four-bedroom units originally priced from between $199,500 and $535,000. Based in Moneta, Virginia, Bridgewater Pointe Partners LLC -- http://bridgewaterpointe.com/-- is a real estate developer. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on April 16, 2008, (Bankr. W.D. Va. Case No.: 08-70682 to 08-70684). No trustee or examiner has been appointed in these Chapter 11 cases. Bridgewater Pointe's financial condition at bankruptcy filing showed estimated assets of $10 million to $50 million and estimated debts of $1 million to $10 million. CENTRAL FALLS, R.I.: Hearing for Permanent Receiver Today --------------------------------------------------------- Romy Varghese at Dow Jones Newswires reports Central Falls, a small but deeply troubled Rhode Island city, has requested and received a court-appointed temporary receiver. A hearing on the selection of a permanent receiver is scheduled in Rhode Island Superior Court in Providence on Wednesday. Dow Jones says the case is being watched by participants in the $2.8 trillion municipal bond market to see if any lessons can be applied to other distressed municipalities. Dow Jones says the case is a first for any municipality in the state and rare for municipal issuers. Dow Jones also relates the temporary receiver, attorney Jonathan Savage, already has suspended non-critical expenses and sent early tax bills, and is reviewing the city's finances with a former state auditor general. According to Dow Jones, a permanent receiver would be able to rework union contracts, bond payments and other obligations, with court approval. It's not yet clear if the receiver's decisions could withstand legal challenges from unions or bondholders, Dow Jones says. According to Dow Jones, the temporary receiver said the city will make a $4 million payment on tax anticipation notes due June 30. Dow Jones recalls Moody's had warned that the city could miss this payment when it downgraded the rating five notches to B3, firmly in junk territory. Standard & Poor's has a C rating on the city, which has about $17 million in general obligation debt. Dow Jones further reports Central Falls, which has a budget of about $18 million, projects a $3 million deficit this year and a $5 million gap in fiscal 2011. Dow Jones relates Joseph Larisa, special counsel for the city, said the city only has $4 million in a pension fund that has $35 million in liabilities. "The problems Central Falls is facing are far beyond any fix the state budget commission could do," Mr. Larisa said. Dow Jones notes Central Falls officials considered receivership a better alternative than a less-sweeping process in which the state government appoints a panel to review a distressed city's finances. Dow Jones notes Rhode Island is one of 22 states with no laws permitting municipalities to file for bankruptcy. According to Dow Jones, Jim Spiotto, a restructuring specialist and partner at the law firm Chapman and Cutler in Chicago, said the last municipality to undergo receivership was probably Chelsea, Mass., in 1991. "You don't have any experience of a large municipality or a large issuer of municipal bonds using receivership at all." CHARLES RIVER: Moody's Downgrades Corporate Family Rating to 'Ba2' ------------------------------------------------------------------ Moody's Investors Service downgraded the long-term ratings of Charles River Laboratories International, Inc., including the Corporate Family Rating and the Probability of Default Rating to Ba2 from Ba1. This concludes the ratings review initiated April 27, 2010, following the announcement that Charles River would acquire WuXi PharmaTech (Cayman) Inc. for $1.6 billion in cash and stock. Concurrently, Moody's assigned a Ba1 rating to the proposed $1.2 billion senior secured credit facility that will be used, in part, to finance the acquisition. The rating outlook is stable. The downgrade to Ba2 reflects the significant increase in financial leverage that Charles River is assuming to acquire WuXi, as well as risks associated with integrating and operating a China-based company. The downgrade also reflects the significantly lower levels of revenue and EBITDA for Charles River's preclinical services business, as a result of pricing pressure and project cancellations/delays from pharmaceutical and biotechnology clients over the past 18 months. Moody's believe this business will remain pressured over the near-term. The Ba2 rating is supported by Charles River's leading position in the research models and preclinical services market. The acquisition of WuXi will further strengthen its position and expand its breadth of product offerings to span the entire spectrum of early-stage services. The company's market position is also enhanced by the very high barriers to entry, particularly in the research models business. The rating also reflects Moody's view that the investment in China is a sound strategic move as Asia becomes increasingly important in the global pharmaceutical and life science markets. Further, the rating is supported by the company's history of relatively conservative financial policies and Moody's expectation for rapid debt repayment and deleveraging. Ratings downgraded: * Corporate Family Rating, to Ba2 from Ba1 * Probability of Default Rating, to Ba2 from Ba1 Ratings assigned: * Senior Secured $250 million Revolving Credit Facility due 2015, Ba1 (LGD3, 35%) * Senior Secured $950 million Term Loan A due 2015, Ba1 (LGD3, 35%) Ratings confirmed and to be withdrawn at the close of the transaction: * Senior Secured $200 million Revolving Credit Facility due 2011, Baa2 (LGD2, 17%) * Senior Secured $156 million (face value) Term Loan facility due 2011, Baa2 (LGD2, 17%) The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The outlook is stable. The last rating action was April 27, 2010 when Moody's placed the ratings under review for possible downgrade. Charles River, headquartered in Wilmington, MA, is a contract research organization that provides research tools and services for drug discovery and development. The company's revenues are roughly split between the Research Models and Services business, which involves the commercial production and sale of research models; and the Preclinical Services business, which involves the development and safety testing of drug candidates. The company reported revenues of $1.2 billion for the twelve months ended March 27, 2010. CHRYSLER LLC: Carpenters Commence Adversary Proceeding ------------------------------------------------------ Chad Carpenter, Jennifer Carpenter and Debbie Sponseller filed with the United States Bankruptcy Court for the Southern District of New York an order issued by Judge David L. Russell of the United States District Court for the Western District of Oklahoma granting the request of Chrysler Group LLC to transfer the case to the United States District Court for the Southern District of New York for referral to the New York Bankruptcy Court, pursuant to Section 1412 of the Judicial and Judiciary Procedures Code. The case was originally filed in state court on February 9, 2010, asserting claims for breach of warranty, breach of contract, misrepresentation and consumer fraud against the Chrysler Defendants and Fowler Dodge, Inc., seeking actual and punitive damages in connection with a 2007 Dodge 3500 Pickup Truck that the Plaintiffs purchased in 2007. On March 11, 2010, Chrysler LLC filed a Notice of Suggestion of Bankruptcy in the state court action, and the automatic stay under Section 362 of the Bankruptcy Code prohibited prosecution of the action against the Debtors or their predecessors, including Chrysler LLC and Chrysler Corporation. On the same day, the Plaintiffs filed an Amended Petition substituting Defendant David Stanley Dodge, LLC, for Defendant Fowler Dodge, Inc. Chrysler Group removed the case to the Oklahoma District Court on March 22, 2010, asserting that the state court action is a civil proceeding arising under, in or related to a case under the Bankruptcy Code, over which district courts have original jurisdiction under Section 1334 of the Judicial and Judiciary Procedures Code, and that the state court action is founded on a claim or right arising under the laws of the United States as set forth in Section 1331 of the Judicial and Judiciary Procedures Code. Following removal, the Plaintiffs dismissed with prejudice their claims for misrepresentation, consumer fraud and punitive damages against Defendant Chrysler Group only. In his order, Judge Russell noted that transfer of the case is in the interest of justice. "The relevant factors to be considered in determining whether transfer is in the interest of justice include the presumption in favor of trying cases related to a bankruptcy case in the court is which the bankruptcy is pending; the economic administration of the bankruptcy estate; and judicial efficiency," he added. About Chrysler Group Based in Auburn Hills, Michigan, Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep, Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars brand vehicles and products. Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler Prevailing Most Arbitration Cases ------------------------------------------------------------ Chrysler Group LLC says the actions to reduce its dealer network were a necessary part of Chrysler Group's viability and central to the interim financing and partnership with Fiat. The only alternative would have been complete liquidation, which would have resulted in all 3,200 dealers closing, hundreds of thousands of lost jobs, and the Company defaulting on taxpayer loans. According to the Chrysler statement, "While we are pleased that the decisions of many arbitrators reflect a keen appreciation of these circumstances, Chrysler Group is disappointed that some decisions undermine the Federal Bankruptcy Court Order that affirmed the rationalization process used to reject the dealership agreements. Despite this, we are confident we have the dealer network in place that allows dealers to be successful, which will result in greater investment in their communities, employees and customers and, ultimately will enable the Chrysler Group to repay the U.S. taxpayers in a timely manner." About Chrysler Group Based in Auburn Hills, Michigan, Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep, Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars brand vehicles and products. Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler to Recall 25,000 Cars Due to Gas Pedal ----------------------------------------------------------------- Chrysler Group LLC will recall more than 25,000 Dodge Calibers and Jeep Compass vehicles in the U.S. to fix sticking gas pedals, according to a June 5 report by Detroit Free Press. Chrysler Group said the problem resulted from a manufacturing defect at CTS that caused the bearing housing to be made too large. CTS corrected the problem in March 2006, the report said. The auto maker said it does not consider the problem a safety defect because the 25,263 2007 Dodge Calibers and 71 Jeep Compass models were equipped with brake-override software. Chrysler Group estimated that only 30% of the vehicles covered by the recall would actually have the problem, Detroit Free Press reported. In addition to the U.S. vehicles, the recall also covers 5,572 cars in Canada, 2,260 in Mexico and 1,536 elsewhere, according to the report. About Chrysler Group Based in Auburn Hills, Michigan, Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep, Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars brand vehicles and products. Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler Won't Accept Additional Applicants ------------------------------------------------------------- Chrysler Group LLC spokesperson Shawn Morgan said the auto maker has enough applicants for the 1,080 jobs it will add in July at the Jefferson North assembly plant, according to a May 24 report by Detroit Free Press. "We have enough people who have already applied," Detroit Free Press quoted Ms. Morgan as saying. Chrysler Group earlier announced that it would be hiring almost 1,100 new workers at the plant that was retooled for production of its new Grand Cherokee, Reuters reported. A Jeep model, the Grand Cherokee is expected to win back market share against rival models like the Honda Pilot and the Ford Escape. It is the only all-new vehicle Chrysler Group will have in showrooms between now and the fourth quarter. Chrysler Group and the United Auto Workers union said the new workers would be hired starting at the $14-per-hour wage rate that the automaker negotiated to reduce labor costs, which is half the pay that veteran UAW workers get, according to Reuters. "This gets us back into the ball game. It's going to help us compete with our rivals," Reuters quoted UAW Vice-President General Holiefield as saying. Chrysler Group's sales in the first four months of this year were up nearly 2%. Its U.S. market share has fallen from almost 11% to 9.4%, according to the report. About Chrysler Group Based in Auburn Hills, Michigan, Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep, Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars brand vehicles and products. Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CINRAM INTERNATIONAL: Moody's Affirms 'Caa1' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service downgraded Cinram International Inc.'s speculative grade liquidity rating to SGL-4 (indicating poor liquidity arrangements) from SGL-3 (indicative of adequate liquidity arrangements) as a consequence of the company's revolving credit facility being due within the next four quarters. While the company has likely initiated refinance discussions and Moody's expect management to fully address this matter, the May 5, 2011 maturity date of the company's credit facility mandates the SGL rating downgrade -- this is despite a sizeable cash balance ($134 million at March 31, 2010). Other than modest adjustments to loss given default assessments resulting from ongoing debt reduction, Cinram's other ratings (see ratings listing below) remain unchanged and have been affirmed. Upon the company normalizing its third party liquidity arrangements, Moody's will reconsider the company's liquidity rating. Downgrades: Issuer: Cinram International Inc. -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Other rating/outlook actions: Issuer: Cinram International Inc. -- Corporate Family Rating, Unchanged/Affirmed at Caa1 -- Probability of Default Rating, Unchanged/Affirmed at Caa2 -- Senior Secured Bank Credit Facility, Unchanged/Affirmed at B3 with the LGD assessment revised to LGD2, 27% from LGD2, 28% -- Outlook, Unchanged at Negative The primary ratings influence is the company's need to reinvent itself as the financial viability of its core activity, CD and DVD replication, gradually wanes. Given the uncertain duration and magnitude of the technology tail, the company may be able to survive in its current form for quite some time; however, ongoing recessionary pressures that have suppressed consumer non-durable spending have, in turn exacerbated the long term secular issues. These have been further exacerbated by way of the pending cancellation of a key long term contract. This development further complicates the already challenging process of refinancing the company's bank credit facility when it comes due in May 2011. This matter continues to be a key ratings matter and also contributes to the prevailing negative outlook. Moody's most recent rating action concerning Cinram was taken on February 3, 2010, at which time Moody's downgraded Cinram's CFR and PDR to Caa1 and Caa2, respectively. With headquarters in Toronto, Ontario, Canada, Cinram International Inc. is one of the world's largest independent manufacturers, replicators and distributors of DVDs and audio CDs. CLAMOR/JUST PASSING: Case Summary & 20 Largest Unsec. Creditors --------------------------------------------------------------- Debtor: Clamor/Just Passing Time, Inc. fdba Just Passing Time, Inc. 2180 S.W. 71 Terrace Davie, FL 33317 Bankruptcy Case No.: 10-25817 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Mark A. Levy, Esq. 200 E Las Olas Blvd #1900 Ft. Lauderdale, FL 33301 Tel: (954) 522-2200 E-mail: mark.levy@brinkleymorgan.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/flsb10-25817.pdf The petition was signed by Alan Akouka, company's president/CEO. COLONIAL BANCGROUP: Seeks Exclusivity Extension ----------------------------------------------- Bankruptcy Law360 reports that the Colonial Bancgroup Inc. has asked a bankruptcy judge to extend its exclusive periods for filing and soliciting acceptance of its Chapter 11 plan so the court can first decide a dispute between the debtor and the Federal Deposit Insurance Corp. over $38 million in deposits. Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc. (NYSE: CNB) was holding company to Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/ -- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303). W. Clark Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in its restructuring effort. The Company listed $45,000,000 in assets and $380,000,000 in debts in its bankruptcy filing. CONGOLEUM CORPORATION: Court Confirms Plan of Reorganization ------------------------------------------------------------ Congoleum Corporation reported that the District Court of New Jersey has entered an order confirming Congoleum's Fourth Amended Plan of Reorganization. With the District Court's confirmation order, Congoleum will now proceed with the steps necessary to implement the plan. Roger S. Marcus, Chairman of the Board, commented, "I am absolutely elated to see Congoleum's plan confirmed at last. It has been a long, difficult journey out of the complicated asbestos and insurance litigation we faced nearly nine years ago. I could not be happier about putting this chapter of our history behind us." "Through their dedication and hard work, the employees of Congoleum have seen this company through not only this bankruptcy but also the worst economic downturn in a generation. This confirmation order rewards their efforts in putting our asbestos problems behind us, reducing our other debt, and giving the company a fresh start toward prosperity in the future." Mr. Marcus concluded, "Consummation of our reorganization requires various transactions such as closing on our new financing arrangements. While we have been working on these steps, we could not complete them until the confirmation order was entered. We expect to complete these remaining steps and emerge from bankruptcy shortly." About Congoleum Corporation Based in Mercerville, New Jersey, Congoleum Corporation (PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures resilient sheet and tile and plank flooring products available in a wide variety of product features, designs and colors. The Company filed for Chapter 11 protection on December 31, 2003 (Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represent the Debtors. The Asbestos Claimants' Committee is represented by Peter Van N. Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale, Chtd. The Bondholders' Committee is represented by Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official Committee of Unsecured Creditors. R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, the Court-appointed Futures Claimants Representative, is represented by Roger Frankel, Esq., Richard Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC. American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum, is represented by Matthew Ward, Esq., Mark S. Chehi, Esq., Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher & Flom. Various entities have filed bankruptcy plans for the Debtors. In February 2008, the legal representative for future asbestos- related claimants; the asbestos claimants' committee; the official Committee of holders of the Company's 8-5/8% Senior Notes due August 1, 2008; and Congoleum jointly filed a joint plan of reorganization. Various objections to the Joint Plan were filed. In June 2008, the Bankruptcy Court issued a ruling that the Joint Plan was not legally confirmable. In August 2008, the Bondholders' Committee, the ACC, the FCR, representatives of holders of prepetition settlements and Congoleum entered into a term sheet describing the proposed material terms of a new plan of reorganization and a settlement of avoidance litigation with respect to prepetition claim settlement. Certain insurers and a large bondholder filed objections to the Litigation Settlement or reserved their rights to object to confirmation of the Amended Joint Plan. The Bankruptcy Court approved the Litigation Settlement in October 2008. The Amended Joint Plan was filed in November 2008. In January 2009, certain insurers filed a motion for summary judgment seeking denial of confirmation of the Amended Joint Plan. On February 26, 2009, the Bankruptcy Court rendered an opinion denying confirmation of the Amended Joint Plan. Moreover, the Bankruptcy Court dismissed Congoleum's bankruptcy case. On February 27, 2009, Congoleum and the Bondholders' Committee appealed the Order of Dismissal and the ruling denying plan confirmation to the U.S. District Court for the District of New Jersey. The District Court overturned the dismissal order, and assumed jurisdiction of the bankruptcy proceedings. COOPER-STANDARD: Post Bankr. Company Retains Moody's 'B1' Rating ---------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of the reorganized Cooper-Standard Automotive Inc. -- Corporate Family Rating, B1; Probability of Default Rating, B1. In a related action, Moody's affirmed the B2 rating on Cooper-Standard's senior unsecured notes. Moody's also assigned a Speculative Grade Liquidity rating of SGL-3. The rating outlook is stable. The financing for the company's emergence from Chapter 11 bankruptcy protection has been funded in line with the structure originally rated by Moody's in a press release dated April 26, 2010. On May 27, 2010, Cooper-Standard's parent company announced that it emerged from bankruptcy and that its Second Amended Joint Chapter 11 Plan of Reorganization became effective. The unsecured 8½% senior notes originally were issued on May 11, 2010 by CSA Escrow Corporation, an indirect, wholly-owned non-debtor subsidiary in the amount of $450 million. In connection with the emergence from bankruptcy protection, CSA Escrow Corporation has been merged into Cooper-Standard, and the proceeds from the notes offering have been released from escrow. Proceeds from the unsecured notes, along with proceeds raised from a $355 million equity rights offering consisting of $100 million of 7% convertible preferred stock, and $255 million of common stock were used to repay Cooper-Standard's debtor-in-possession facility, senior secured pre-petition claims, a portion of the pre-petition senior notes due in cash, and other bankruptcy related claims and expenses. The company also entered into a $125 million asset- based revolving credit facility. The B1 Corporate Family Rating reflects the company's significantly de-leveraged capital structure and the prospects for renewed profitability from the company's automotive parts operations. The company's new debt structure provides a greater degree of operating flexibility which can be more readily serviced from operating earnings and cash flow. The company's operating performance will benefit from an improved cost structure and improved market conditions in North America (47% of revenues). However, revenue growth will be challenged by European auto sales (approximately 40% of revenues) where the market recovery is expected to lag other regions in 2010. The CFR also incorporates Moody's belief that Cooper-Standard will continue to be viewed as a key supplier to major auto OEM's. See Moody's press release dated April 26, 2010. The Speculative Grade Liquidity rating of SGL-3 indicates the expectation of an adequate liquidity profile over the next twelve months. Cooper-Standard's operating performance in the first quarter of 2010 supports cash balance and free cash flow expectations as outlined in Moody's press release dated April 26, 2010. As such, Moody's continue to expect the company's modestly sized $125 million asset based revolving credit facility to be largely unfunded over the near term. The primary financial covenant under the asset based revolver is a springing fixed charge covenant of 1.1 to 1 when availability falls below the greater of $18.75MM or 15% of the facility commitment. The unsecured note does not have financial maintenance covenants, providing ample operating flexibility. Alternate liquidity will be limited by debt incurrence covenants under the notes. The Indenture will contain a customary negative pledge covenant which would prohibit liens, other than Permitted Liens (which include the asset based revolving credit faculty and other exceptions), unless the Notes are equally and ratably secured. These ratings were affirmed: Cooper-Standard Automotive Inc.: * Corporate Family Rating, B1; * Probability of Default, B1; * B2 (LGD4, 58%), for the $450 million senior unsecured notes due 2018 This rating was assigned: * Speculative Grade Liquidity Rating, SGL-3 The $125MM asset based revolving credit facility is not rated by Moody's. The last rating action was on April 26, 2010, when the (P)B1 Corporate Family Rating was assigned. Cooper-Standard Automotive Inc., headquartered in Novi, Michigan, is a leading global supplier of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and anti-vibration systems. Cooper-Standard Automotive employs approximately 16,000 people globally and operates in 18 countries around the world. The company had net sales of $1.9 billion in 2009. COVENTRY HEALTH: Moody's Affirms 'Ba1' Senior Unsec. Debt Rating ---------------------------------------------------------------- Moody's Investors Service affirmed Coventry Health Care, Inc.'s senior unsecured debt rating at Ba1 and the insurance financial strength ratings of its key operating subsidiaries at Baa1. The outlook on Coventry was changed to stable from negative. In affirming the ratings and changing the outlook to stable, Moody's cited several key factors relating to the company's financial profile. First, Coventry has refocused on its core businesses, exited unprofitable businesses (e.g., Medicare Advantage private fee-for-service business at the end of 2009), and improved/stabilized results. Second, Coventry continues to demonstrate a strong liquidity position and has a significant stream of unregulated cash flows to service its debt. And lastly, despite the potential for excess capital to be upstreamed to the parent, Coventry's NAIC risk-based capital ratio is expected to remain strong at approximately 200% of company action level in 2010. Moody's Senior Vice President, Steve Zaharuk commented, "Overall, Coventry has addressed the issues that led to lower earnings in 2008 and early 2009, and has strengthened its core businesses. Moody's anticipate that earnings margins will stabilize at the 2- 3% level for the near- to intermediate-term, which supports the company's ratings." However, the rating agency stated that the uncertainties and business challenges driven by the current economic and political climate will continue to place pressure on Coventry's business profile and ratings. In particular, Coventry's commercial membership is expected to remain pressured as a result of the high unemployment rate and increasing healthcare premiums, and in addition, the new minimum medical loss ratio requirements could limit earnings on this segment. Furthermore, reimbursement changes for MA products as a result of healthcare reform could suppress membership growth for Coventry's MA products. On the positive side, Mr. Zaharuk added, "Coventry's growing Medicaid segment, with expansion into Nebraska and Pennsylvania in 2010, will provide diversity and growth opportunities." The rating agency indicated that if Coventry committed to maintaining its consolidated NAIC risk-based capital ratio at or above 200% of company action level, maintained financial leverage in the low 30% range, produced consistent after-tax margins of at least 3%, and improved EBIT interest coverage to 9 times, then the ratings could be upgraded. Conversely, this could result in a rating downgrade: financial leverage increasing above 40%, the RBC ratio falling below 150% CAL, commercial membership decreasing by 10% or more over a twelve month period, or annual net margins falling below 1%. These ratings were affirmed with a stable outlook: * Coventry Health Care, Inc.: senior unsecured debt rating at Ba1; senior unsecured credit facility at Ba1; corporate family rating at Ba1; * HealthAssurance Pennsylvania, Inc: insurance financial strength rating at Baa1; * HealthAmerica Pennsylvania, Inc.: insurance financial strength rating at Baa1; * Group Health Plan, Inc.: insurance financial strength rating at Baa1. Coventry Health Care, Inc., headquartered in Bethesda, Maryland, reported medical membership of 3.2 million and Part D Medicare membership of approximately 1.6 million as of March 31, 2010. The company reported net income of $97 million on revenues (including investment income) of approximately $2.9 billion for the three months ending March 31, 2010. Moody's most recent rating action on Coventry was on June 10, 2009, when Moody's affirmed Coventry's ratings and changed the outlook to negative from stable. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. CRYSTAL SPRINGS: Gets Interim Okay to Use Cash Collateral --------------------------------------------------------- Crystal Springs Phase I, LLC, and Crystal Springs Investors, LLC, sought and obtained interim authorization from the Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona to use through June 21, 2010, the cash collateral securing their obligation to their prepetition lenders. Lenox Mortgage XII LLC has asserted a claim against Crystal Springs Phase I, allegedly secured by the Property, in the approximate amount of $14,094,531. Despite Crystal Springs Phase I's best efforts to negotiate a resolution of Lenox's asserted claims, Crystal Springs Phase I was unable to reach an agreement with Lenox and filed its voluntary petition for relief on the Petition Date in order to reorganize its debts and liabilities for the benefit of all parties-in-interest. On information and belief, Lenox asserts a lien in the rental and other income generated by the Property, and that the income constitutes its cash collateral. Crystal Springs Phase I has not had sufficient time to determine the validity, priority, enforceability, and/or extent of Lenox's asserted lien. The Debtors want to use rents and other income generated by the Debtor's property to pay the Debtor's ordinary and necessary operating and reorganization expenses. Crystal Springs Phase I owns and operates a 200-unit apartment complex commonly known as the Crystal Springs Apartments, located at 11885 West McDowell Road, Avondale, Arizona 85323 (the Property). Mary B. Martin, Esq., at Polsinelli Shughart PC, the attorney for the Debtors, explained that the Debtors need the money to fund the Chapter 11 case, pay suppliers and other parties. Crystal Springs Phase I will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/CRYSTAL_SPRINGSPHASE_budget.pdf In exchange for using the cash collateral, the Debtors will grant Lenox a replacement lien in the cash collateral that is held in the Debtors' debtor-in-possession operating accounts, to the same extent, and with the same validity and priority, as existed prior to the filing of the Debtors' bankruptcy cases. Within 21 days of the entry of this Order, Debtors will provide Lenox with an accounting of the Debtors' revenues received and expenses incurred during the period beginning July 1, 2009 and ending May 12, 2010. Lenox objected to the Debtors' request to use cash collateral, saying that the Court should not approve the use of Lenox's cash collateral for 90 days on an accelerated basis with just three business days' notice to object. "Instead, the Court should grant interim use of cash collateral for 30 days, during which time Debtor should provide disclosures that demonstrate that Lenox is adequately protected and how its cash collateral has been used," Lenox stated. The Court has set a final hearing for June 21, 2010, at 9:30 a.m. on the Debtors' request to use cash collateral. Lenox is represented by Snell & Wilmer L.L.P. About Crystal Springs Phoenix, Arizona-based Crystal Springs Phase I filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz. Case No. 10-14516). Mark W. Roth, Esq., at Polsinelli Shughart P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. DIAGNOSTIC IMAGING: S&P Gives Negative Outlook; Affirms 'B' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its outlook on Hicksville, N.Y.-based Diagnostic Imaging Group LLC to negative from stable. At the same time S&P affirmed its ratings on the company, including its 'B' corporate credit rating. The low speculative-grade rating on Diagnostic Imaging reflects the company's recurring challenges in managing operations and liquidity, its relatively small presence in the fragmented and competitive medical imaging field, geographic concentration, and reimbursement risk. "Despite generating positive free operating cash flow for the past six quarters, Diagnostic Imaging could have insufficient liquidity for adverse events," said Standard & Poor's credit analyst Cheryl E. Richer. DOUGLAS VAUGHAN: Case Converted to Chapter 7 Liquidation -------------------------------------------------------- WestLaw reports that the conversion of an individual debtor's Chapter 11 case, rather than dismissal, was warranted in light of the cause for such relief, including the debtor's operation of textbook Ponzi scheme. All of the creditors that commented in writing were in favor of conversion, as was the United States Trustee. In addition, the debtor was an employee of the various companies he established, which were mostly out of business, and appeared to have no ongoing business. There were no funds to support a reorganization plan, such that the debtor's only choice was to liquidate, which was more easily accomplished in Chapter 7. In re Vaughan, --- B.R. ----, 2010 WL 2010855 (Bankr. D. N.M.) (Starzynski, J.). The Chapter 7 conversion was also supported by The Note Holders Committee appointed in In re The Vaughan Company Realtors, Bankr. Case No. 10-10759 (D. N.M.). In the course of opposing motions for conversion, dismissal or appointment of a trustee, the Debtor gave the Court a preview of a chapter 11 plan proposing that (1) NAI Vaughan Management, LLC (100% owned by the Debtor) would be renamed "Premier Asset Management" and somehow supply an undefined amount of operating capital on unknown terms for an unknown period of time; (2) "free and clear rentals" would be borrowed against to supply an undefined amount of operating capital on unknown terms for an unknown period of time; and (3) the Debtor would organize a new company and keep 50% of the stock and issue 50% of the stock to investors. When the Honorable James S. Starzynski asked the Debtor during his presentation of the plan, about creditor recoveries, Mr. Vaughan said the plan would probably not pay creditors in full during his lifetime. Judge Starzynski found that the Debtor's plan is not feasible, violates the absolute priority rule contained in 11 U.S.C. Sec. 1129(b)(2)(B)(ii), and is unconfirmable. Douglas F. Vaughan sought chapter 11 protection (Bankr. D. N.M. Case No. 10-10763) on Feb. 22, 2010. A copy of the Debtor's Chapter 11 petition is available at http://bankrupt.com/misc/nmb10-10763.pdf DUANE READE: Moody's Withdraws 'Caa1' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service withdrew all ratings for Duane Reade Inc. The ratings withdrawal was prompted by the full repayment of Duane Reade's rated debt following the company's acquisition by Walgreen Co. for approximately $1.075 billion. Ratings withdrawn are: -- Corporate Family Rating at Caa1 -- Probability of Default Rating at Caa1 -- $300 million 11.75% guaranteed senior secured notes due 2015 at Caa1 (LGD 4, 57%) Moody's last rating action for Duane Reade occurred on February 17, 2010, when Moody's placed all of the company's ratings on review for possible upgrade. Duane Reade, Inc., operates 257 drug stores principally in Manhattan and the outer boroughs. Annual revenues are approximately $1.8 billion. EMMIS COMMUNICATIONS: Smulyan, et al., Disclose Equity Stake ------------------------------------------------------------ Jeffrey H. Smulyan and his related entities, JS Acquisition, Inc., and JS Acquisition, LLC, disclosed that as of June 7, 2010, they may be deemed to beneficially own 6,118,516 shares of Class A Common Stock and 6,101,476 shares of Class B Common Stock of Emmis Communications Corporation. The Class B shares are convertible into shares of Class A Common Stock at any time on a share-for- share basis. The shares of Common Stock that the Smulyan entities may be deemed to beneficially own consist of: (i) 8,441.4075 shares of Class A Common Stock held in the 401(k) Plan; (ii) 9,755 shares of Class A Common Stock held by Mr. Smulyan individually; (iii) 11,120 shares of Class A Common Stock held by Mr. Smulyan for his children over which Mr. Smulyan exercises or shares voting control; (iv) 3,000 shares of Class A Common Stock held by Mr. Smulyan as trustee for his niece over which Mr. Smulyan exercises or shares voting control; (v) options to purchase 97,565 shares of Class A Common Stock that are exercisable currently or within 60 days of June 7, 2010; (vi) 30,625 shares of Class A Common Stock held by The Smulyan Family Foundation, as to which Mr. Smulyan shares voting control; (vii) 4,930,680 shares of Class B Common Stock held by Mr. Smulyan individually; (viii) options to purchase 1,170,796 shares of Class B Common Stock that are exercisable currently or within 60 days of June 7, 2010; (ix) 4,243,578.28 shares of Class A Common Stock beneficially owned by Alden Global Distressed Opportunities Master Fund, L.P., which consists of: (i) 1,406,500 shares of Class A Common Stock that Alden holds and (ii) 2,837,078.28 shares of Class A Common Stock into which the 1,162,737 shares of Preferred Stock are convertible; and (x) 1,714,431 shares of Class A Common Stock held by shareholders that are parties to the Rollover Agreement, dated May 24, 2010, with JS Acquisition. As reported by the Troubled Company Reporter, Emmis Communications on May 25, 2010, entered into an Agreement and Plan of Merger with JS Acquisition, LLC, and JS Acquisition, Inc. JS Parent is a newly formed Indiana limited liability company and wholly owned by Mr. Smulyan, Chairman, Chief Executive Officer and President of Emmis. JS Acquisition is an Indiana corporation owned by Mr. Smulyan and JS Parent. On June 2, 2010, the Purchaser Group commenced a cash tender offer to purchase all of the shares of Class A Common Stock, par value $0.01 per share, of Emmis, other than the Shares beneficially owned by the Purchaser Group, Alden, and certain friends, family and other associates of Mr. Smulyan, including certain officers and employees of Emmis that have agreed to contribute certain of their Shares for common equity interests in JS Parent -- the Rolling Shareholders -- at a price per share of $2.40, without interest and less any applicable withholding taxes. Unless subsequently extended, the Offer is currently scheduled to expire at 5:00 p.m. New York City time, on June 29, 2010 unless the Offer is extended pursuant to the terms of the Offer to Purchase. In addition, on May 27, 2010, Emmis commenced an offer to exchange any and all of its outstanding 6.25% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, for $84,275,100 principal amount of newly issued 12% PIK Senior Subordinated Notes due 2017, at a rate of $30.00 principal amount of New Notes for each $50.00 of liquidation preference (excluding accrued and unpaid dividends) of Existing Preferred Stock. A full-text copy of the Schedule 13D/A filed by Smulyan et al. is available at no charge at http://ResearchArchives.com/t/s?6466 About Emmis Communications Headquartered in Indianapolis, Indiana, Emmis Communications Corporation owns and operates radio stations and magazine publications in the U.S. and in Europe. At February 28, 2010, the Company had $498,168,000 in total assets; $487,246,000 in total liabilities and $140,459,000 in Series A Cumulative Convertible Preferred Stock; and shareholders' deficit of $178,959,000. At February 28, 2010, the Company had non-controlling interests of $49,422,000 and total deficit of $129,537,000. As of April 15, 2010, the Company had not paid the Preferred Stock dividend for six consecutive quarterly periods. * * * In April 2009, Moody's cut its corporate family rating on the Company to 'Caa2'. In May 2009, S&P raised its corporate credit rating on the Company to 'CCC+'. In June, S&P withdrew the 'CCC+' Corp. Credit Rating at the Company's request. EMMIS COMMUNICATIONS: LKCM Funds Cut Equity Stake to 5.3% --------------------------------------------------------- LKCM Private Discipline Master Fund SPC, LKCM Private Discipline Management, L.P., LKCM Alternative Management, LLC, Luther King Capital Management Corporation, J. Luther King, Jr. and J. Bryan King disclosed that as of June 4, 2010, they may be deemed to beneficially own 1,736,482 shares of the Class A Common Stock, par value $0.01 per share, of Emmis Communications Corporation, which represents approximately 5.3% of the outstanding Common Stock. Of the 1,736,482 shares of Common Stock, (i) 1,492,521 shares are held directly by Master Fund and (ii) 243,961 shares of Common Stock may be acquired by Master Fund within 60 days of June 4, 2010 upon conversion of shares of Preferred Stock. LKCM Private Discipline Master Fund SPC, LKCM Private Discipline Management, L.P., LKCM Alternative Management, LLC, Luther King Capital Management Corporation, J. Luther King, Jr. and J. Bryan King disclosed that as of June 1, 2010, they may be deemed to hold 2,763,429 shares or roughly 8.3% of the Class A Common Stock, par value $0.01 per share, of Emmis Communications. About Emmis Communications Headquartered in Indianapolis, Indiana, Emmis Communications Corporation owns and operates radio stations and magazine publications in the U.S. and in Europe. At February 28, 2010, the Company had $498,168,000 in total assets; $487,246,000 in total liabilities and $140,459,000 in Series A Cumulative Convertible Preferred Stock; and shareholders' deficit of $178,959,000. At February 28, 2010, the Company had non-controlling interests of $49,422,000 and total deficit of $129,537,000. As of April 15, 2010, the Company had not paid the Preferred Stock dividend for six consecutive quarterly periods. * * * In April 2009, Moody's cut its corporate family rating on the Company to 'Caa2'. In May 2009, S&P raised its corporate credit rating on the Company to 'CCC+'. In June, S&P withdrew the 'CCC+' Corp. Credit Rating at the Company's request. EMPIRE RESORTS: Joseph Bernstein Holds 6.8% of Shares ----------------------------------------------------- Joseph E. Bernstein in Delray Beach, Florida, disclosed that as of May 11, 2010, it may be deemed to beneficially own 4,957,351 shares or roughly 6.8% of the common stock of Empire Resorts, Inc. Mr. Bernstein, Empire Resorts, Kien Haut Realty III, Limited, Kok Thay Lim, Colin Au Fook Yew and G. Michael Brown entered into a Settlement Agreement and Release, dated as of May 11, 2010, to resolve certain legal disputes among them. Pursuant to the Settlement Agreement, Mr. Bernstein was granted (i) a Common Stock Purchase Warrant, dated May 11, 2010, to purchase up to 250,000 shares of Common Stock, (ii) a Common Stock Purchase Warrant, dated May 11, 2010, to purchase up to 1,000,000 shares of Common Stock and (iii) a Common Stock Purchase Warrant, dated May 11, 2010, to purchase up to 2,000,000 shares of Common Stock. More than 60 days prior to May 11, 2010, Mr. Bernstein had acquired stock options from the Issuer to purchase up to 750,000 shares of Common Stock and 957,351 shares of Common Stock -- of which 955,851 shares are held directly by Mr. Bernstein and 1,500 shares are held by Bernstarz LLC, a limited liability company in which Mr. Bernstein is the sole member. Mr. Bernstein used his personal funds to acquire the shares of Common Stock. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- currently owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company's balance sheet at March 31, 2010, showed $86.8 million in total assets and $72.3 million in total current liabilities, for a $14.4 million total stockholders' equity. Auditor Friedman LLP, in New York, said Empire Resorts' ability to continue as a going concern depends on the Company's ability to fulfill its obligations with respect to its $65 million of 5-1/2% senior convertible notes. Friedman also noted of the Company's continuing net losses and negative cash flows from operating activities. As reported by the Troubled Company Reporter, Empire Resorts on April 8, 2010, received the Decision, Order and Judgment from the Supreme Court of the State of New York in Sullivan County granting defendants', The Bank of New York Mellon Corporation and The Depository Trust Company, motion for summary judgment in the action captioned Empire Resorts, Inc. v. The Bank of New York Mellon Corporation and The Depository Trust Company. The Decision provides that the Court has determined that the Defendants properly exercised the option requiring the Company to repurchase $65 million of 5-1/2% senior convertible notes issued by the Company in July 2004, that the Company is in default under the Notes with respect to its failure to repurchase the Notes on July 31, 2009, and that the Company must now repurchase the Notes. The TCR said the Company is working with its financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and its legal counsel to consider its available financial and legal alternatives in response to the Decision. EMPIRE RESORTS: Names Emanuel Pearlman to Board of Directors ------------------------------------------------------------ Empire Resorts, Inc., on June 1, 2010, announced the appointment of Emanuel R. Pearlman to the Company's Board of Directors. Mr. Pearlman will serve as a Class III director, with a term expiring at the Company's 2012 annual meeting of stockholders. He was appointed to the Company's Board of Directors pursuant to the recommendation of Kien Huat Realty III Limited, the Company's largest stockholder under the terms of an August 19, 2009 Investment Agreement. Mr. Pearlman is the founder and Chief Executive Officer of Liberation Investment Group, a New York-based investment management and financial consulting firm. His experience in the gaming industry includes serving as a consultant for Jackpot Enterprises, Inc. and Bally Entertainment Corporation, where he advised the companies on their business and financial activities. Mr. Pearlman also served as a director of Multimedia Games, Inc., a gaming technology developer and distributor, from 2006 to 2010. "Manny Pearlman is extremely knowledgeable about casino capital formation and finance," said Empire Resorts Chairman of the Board G. Michael Brown. "He brings invaluable expertise and experience that will assist Empire Resorts as it seeks to complete its restructuring and move to the next level as an operating business." "I am extremely honored to be chosen to serve on Empire Resorts' Board of Directors, and I look forward to working with the Board and their management team to solve the challenges the Company faces," stated Mr. Pearlman. Prior to founding Liberation, Mr. Pearlman served as the Executive General Partner of Gemini Partners, L.P. and Gemini Partners II, L.P., private investment partnerships that specialized in strategic block investing and financial consulting, from 1988 to 2002. From 2000 to 2001, Mr. Pearlman also served as the Chief Operating Officer of Vornado Operating Corporation, a publicly- traded company affiliated with Vornado Realty Trust. He holds a Bachelor of Arts degree in Economics from Duke University and a Master of Business Administration degree from the Harvard Graduate School of Business. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- currently owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company's balance sheet at March 31, 2010, showed $86.8 million in total assets and $72.3 million in total current liabilities, for a $14.4 million total stockholders' equity. Auditor Friedman LLP, in New York, said Empire Resorts' ability to continue as a going concern depends on the Company's ability to fulfill its obligations with respect to its $65 million of 5-1/2% senior convertible notes. Friedman also noted of the Company's continuing net losses and negative cash flows from operating activities. As reported by the Troubled Company Reporter, Empire Resorts on April 8, 2010, received the Decision, Order and Judgment from the Supreme Court of the State of New York in Sullivan County granting defendants', The Bank of New York Mellon Corporation and The Depository Trust Company, motion for summary judgment in the action captioned Empire Resorts, Inc. v. The Bank of New York Mellon Corporation and The Depository Trust Company. The Decision provides that the Court has determined that the Defendants properly exercised the option requiring the Company to repurchase $65 million of 5-1/2% senior convertible notes issued by the Company in July 2004, that the Company is in default under the Notes with respect to its failure to repurchase the Notes on July 31, 2009, and that the Company must now repurchase the Notes. The TCR said the Company is working with its financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and its legal counsel to consider its available financial and legal alternatives in response to the Decision. FIRSTBANK PUERTO RICO: S&P Lowers Counterparty Rating to 'CCC+' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term counterparty rating on FirstBank Puerto Rico to 'CCC+' from 'B'. At the same time, S&P removed the rating from CreditWatch with negative implications, where it had been placed April 27, 2010. The outlook is negative. "The downgrade primarily reflects S&P's view that there is significant execution risk involved with the company's plans to bolster capital," said Standard & Poor's credit analyst Lidia Parfeniuk. This especially relates to the bank raising additional common equity following a written consent order by the Federal Deposit Insurance Corp. to address pressured capital and high levels of criticized loans. Also, S&P notes that the bank's initiative to convert Troubled Asset Relief Program preferred shares has yet to close with the U.S. Treasury, though negotiations are progressing. In S&P's opinion, further regulatory actions could be taken that could be adverse for creditors should the bank fail to meet the demands posed by the recently announced formal written consent order by the FDIC. These demands are to maintain certain capital levels on a quarterly basis (leverage ratio: 8%, Tier I capital: 10%, and total capital: 12%. At first quarter, Tier I was 11.98% and total capital was 13.26%) and reduce the levels of nonperforming and classified assets that have affected FirstBank's operating performance. Also, the bank's ability to raise additional common equity, in S&P's opinion, is likewise reduced and will largely hinge on the successful conversion of TARP preferred shares, which FirstBank has yet to do. The outlook is negative largely because of the poor economic conditions in Puerto Rico, which S&P believes are unlikely to aid credit quality and the limited flexibility in raising capital. Standard & Poor's expects heightened regulatory involvement, the details of which remain uncertain. S&P also notes that the bank's exclusion from the recent consolidation of FDIC-assisted Puerto Rican banks may diminish its market position and growth potential. FRIAR TUCK: N.Y. Court Converts Case to Chapter 7 Liquidation ------------------------------------------------------------- The Daily Mail reports that the U.S. Bankruptcy Court for the Northern District of New York converted Friar Tuck's Chapter 11 case to Chapter 7 liquidation proceeding. Attorney Marc Ehrlich was named interim trustee for the company's estate. Catskill, New York-based Friar Tuck Inn of the Catskills, Inc. and affiliate Friar Tuck Resorts, Inc. filed for Chapter 11 bankruptcy protection on May 31, 2009 (Bankr. N.D.N.Y. Case No. 09-11996 and 09-11997). Its affiliate, Friar Tuck Resorts, Inc., also filed for bankruptcy. Sean C. Serpe, Esq., at Pelton Serpe LLP assists Friar Tuck in its restructuring efforts. Friar Tuck Inn listed $17 million in assets and $4 million in debts. GATEHOUSE MEDIA: Names Richard L. Friedman as Director ------------------------------------------------------ GateHouse Media Inc. said its stockholders elected Richard L. Friedman as director, and ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2010. 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. GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed Gaylord Entertainment Co.'s B3 Corporate Family Rating and Probability of Default Rating and Caa2 (LGD 5, 84%) senior unsecured ratings. In addition, the company's Speculative Grade Liquidity rating was downgraded to SGL-3 from SGL-2. Moody's also changed the company's rating outlook to negative from stable. "The downgrade of the speculative grade liquidity rating reflects Moody's view that the significant cost to repair and re-open the Gaylord Opryland Resort, as well as the loss of earnings from this property until it successfully opens and ramps back-up, will materially impact liquidity over the near term" stated Bill Fahy, Moody's Senior Analyst. "Although Gaylord has about $190 million in cash and expects insurance proceeds of $50 million and a tax refund of about $30 million, this may be insufficient to cover the $270 - $290 million cost to repair, operate, and re-open the Gaylord Opryland Resort. Gaylord will also rely on earnings from its other three properties as well as its $300 million revolving credit facility to provide liquidity. However, the loss of earnings due to the closure of the Opryland Resort will negatively impact debt protection metrics, and as a result could limit Gaylord's full access to its revolver" stated Mr. Fahy. The change in outlook to negative from stable reflects Moody's view that Gaylord's debt protection metrics will remain very weak until the Gaylord Opryland Resort is successfully re-opened and ramps back-up to a more normalized level of earnings and cash flows. The ratings affirmed and LGD point estimates updated are; -- Corporate family rating of B3 -- Probability of default rating of B3 -- $225 million 6.75% senior global notes due November 15, 2014 rated Caa2 (LGD 5, 84% from LGD 5, 86%) Rating downgraded: -- Speculative Grade Liquidity Rating lowered to SGL-3 from SGL- 2 The outlook is negative. Moody's last rating action for Gaylord occurred on May 8, 2009, when Moody's downgraded the company's Corporate Family Rating and Probability of Default Rating to B3 from B2, and the senior unsecured ratings to Caa2 from Caa1. The company's Speculative Grade Liquidity rating of SGL-2 was affirmed with a stable outlook. Gaylord Entertainment Company, headquartered in Nashville, Tennessee, is a hospitality and entertainment company. Gaylord owns and operates several convention centers and resorts located in Tennessee, Florida, Texas, and Washington, D.C. The company specializes in hosting large conferences and conventions. Revenues are approximately $900 million. GENERAL GROWTH: Mulls Turning Over Some Properties to Lenders ------------------------------------------------------------- American Bankruptcy Institute reports that General Growth Properties Inc. is contemplating turning over some of its underperforming properties to its lenders. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENOIL INC: Posts C$1.8 Million Net Loss in First Quarter --------------------------------------------------------- Genoil Inc. reported a net loss of C$1,848,289 for the three months ended March 31, 2010, from a net loss of C$1,451,574 for the same period in 2009. At March 31, 2010, the Company had C$4,087,628 in total assets against total liabilities of C$2,381,550, resulting in stockholders' equity of C$1,706,078. As at March 31, 2010, the Company had incurred accumulated losses of C$69,890,511 (2009 -- C$68,042,222) since inception. The ability of the Company to continue as a going concern is in substantial doubt and is dependent on achieving profitable operations, commercializing its upgrader technology, and obtaining the necessary financing to develop this technology further. The Company said it will continue to review the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expending its best efforts to achieve its plans, there is no assurance that any such activity will generate sufficient funds for future operations. The Company said it is not expected to be profitable during the ensuing 12 months and therefore must rely on securing additional funds from either issuance of debt or equity financing for cash consideration. A full-text copy of the Company's interim consolidated financial statements is available at no charge at: http://ResearchArchives.com/t/s?6456 A full-text copy of Management's discussion and analysis is available at no charge at http://ResearchArchives.com/t/s?6457 About Genoil Inc. Genoil Inc. is a technology development company based in Alberta, Canada. The Company specializes in heavy oil upgrading, oily water separation, process system optimization, development, engineering, design and equipment supply, installation, start up and commissioning of services to specific oil production, refining, marine and related markets. Genoil has designed and developed the Genoil Hydroconversion Upgrader, an improved hydrogenation process that upgrades and increases the yields from high sulphur, acidic, heavy crude oils and heavy refinery feed stocks, bitumen and refinery residues into light, clean transportation fuels; and the Crystal separator, a unique process for multi-stage separation of immiscible phases with different densities. Genoil's sales and marketing operations are run through a worldwide network of commissioned technical sales agents. The Company is listed on the TSX Venture Exchange under the symbol GNO as well as the Nasdaq OTC Bulletin Board using the symbol GNOLF.OB. GRAY TELEVISION: Capital World Investors Holds 15.4% of Shares -------------------------------------------------------------- Capital World Investors is deemed to be the beneficial owner of 6,611,112 shares or 15.4% of the 42,880,493 shares of Common Stock of Gray Television Inc. believed to be outstanding as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Class A Common Stock and Common Stock vote together as a single class of shares. Class A Common Stock has 10 votes per share. About Gray Television Gray Television, Inc. (NYSE: GTN) -- http://www.gray.tv/-- is a television broadcast company headquartered in Atlanta, Georgia. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 39 digital second channels including 1 ABC, 4 FOX, 7 CW, 18 MyNetworkTV, 2 Universal Sports Network affiliates and 7 local news/weather channels in certain of its existing markets. As of March 31, 2010, Gray had total assets of $1.235 billion against total liabilities of $1.053 billion and preferred stock of $93.687 million, resulting in stockholders' equity of $88.140 million. * * * As reported by the Troubled Company Reporter on May 5, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Gray to 'B-' from 'CCC'. S&P removed the rating from CreditWatch, where it was placed with positive implications on April 20, 2010. The rating outlook is stable. The TCR on April 22, 2010, reported that Moody's Investors Service assigned a Caa2 rating to the proposed $365 million issuance of guaranteed senior secured second lien notes due 2015 by Gray Television. At the same time, Moody's upgraded its Probability of Default Rating and Speculative Grade Liquidity Rating for the company, to Caa1 from Caa2 and to SGL-2 from SGL-4, respectively. Gray's Caa1 Corporate Family Rating remains unchanged. GRAY TELEVISION: GAMCO, et al., Hold 4.65% of Stock --------------------------------------------------- GGCP, Inc.; GGCP Holdings LLC; GAMCO Investors, Inc.; Gabelli Funds, LLC; GAMCO Asset Management Inc.; Teton Advisors, Inc.; Gabelli Securities, Inc.; Gabelli & Company, Inc.; MJG Associates, Inc.; Gabelli Foundation, Inc.; MJG-IV Limited Partnership and Mario Gabelli disclosed that as of May 10, 2010, they may be deemd to beneficially own 2,386,708 shares, representing 4.65% of the 51,381,084 shares outstanding, of Gray Television Inc. On May 10, 2010, Gray Television reported a net loss available to common stockholders of $9,294,000 for the three months ended March 31, 2010, from a net loss available to common stockholders of $12,971,000 for the three months ended March 31, 2009. Revenues (less agency commissions) were $70,482,000 for the March 2010 quarter from revenues of $61,354,000 for the March 2009 quarter. As of March 31, 2010, the Company had total assets of $1.235 billion against total liabilities of $1.053 billion and preferred stock of $93.687 million, resulting in stockholders' equity of $88.140 million. During 2010, the Company has also taken a number of actions designed to further strengthen our balance sheet. On March 31, 2010, the Company amended its senior credit facility. This amendment modified the Company's leverage ratio covenant and certain other terms of the Company's senior credit facility and allowed for additional financial and covenant flexibility. To obtain this amendment, the Company incurred loan issuance costs of $4.4 million, including legal and professional fees. The Company was in compliance with all financial covenants as of March 31, 2010. On April 29, 2010, the Company issued $365.0 million of second lien notes due 2015 in a transaction exempt from the registration requirements of the Securities Act of 1933. The Company used the net proceeds from the issuance of the Notes to, among other things, repay $300.0 million in principal outstanding under the Company's senior credit facility. Also on April 29, 2010, the Company repurchased $60.7 million in face amount of the Company's Series D perpetual preferred stock, and $14.9 million in accrued dividends thereon, in exchange for $50.0 million in cash, using net proceeds from the offering of Notes, and the issuance of 8.5 million shares of the Company's common stock. As a result of that exchange, the Company reduced the liquidation amount of outstanding Series D perpetual preferred stock to $39.3 million, and reduced the accrued dividends thereon to $9.6 million, as of April 29, 2010. About Gray Television Gray Television, Inc. (NYSE: GTN) -- http://www.gray.tv/-- is a television broadcast company headquartered in Atlanta, Georgia. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 39 digital second channels including 1 ABC, 4 FOX, 7 CW, 18 MyNetworkTV, 2 Universal Sports Network affiliates and 7 local news/weather channels in certain of its existing markets. * * * As reported by the Troubled Company Reporter on May 5, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Gray to 'B-' from 'CCC'. S&P removed the rating from CreditWatch, where it was placed with positive implications on April 20, 2010. The rating outlook is stable. The TCR on April 22, 2010, reported that Moody's Investors Service assigned a Caa2 rating to the proposed $365 million issuance of guaranteed senior secured second lien notes due 2015 by Gray Television. At the same time, Moody's upgraded its Probability of Default Rating and Speculative Grade Liquidity Rating for the company, to Caa1 from Caa2 and to SGL-2 from SGL-4, respectively. Gray's Caa1 Corporate Family Rating remains unchanged. GREGORY MONARDO: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Gregory G. Monardo 50 Millay Place Mill Valley, CA 94941 Bankruptcy Case No.: 10-12168 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Joel K. Belway, Esq. Law Offices of Joel K. Belway 235 Montgomery St. #668 San Francisco, CA 94104 Tel: (415) 788-1702 E-mail: belwaypc@pacbell.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/canb10-12168.pdf The petition was signed by Gregory G. Monardo. GTC BIOTHERAPEUTICS: Reports Results of May 26 Annual Meeting ------------------------------------------------------------- GTC BioTherapeutics, Inc., reported that at its annual meeting of shareholders held on May 26, 2010, the shareholders approved an amendment to the Company's Amended and Restated 2002 Equity Incentive Plan. The amendment to increased the aggregate number of shares of the Company's common stock immediately available for issuance under the 2002 Plan by 2,500,000 shares to an aggregate of 3,550,000 shares, subject to adjustment for stock-splits and similar changes. The amendment to the 2002 Plan also eliminated the provision for automatic annual increases in the number of shares available for issuance under the 2002 Plan. The amendment to the 2002 Plan was previously adopted by the Company's Board of Directors, subject to shareholder approval, and became effective upon the receipt of shareholder approval on May 26, 2010. The shareholders also approved the 2002 Plan, as amended to date, for purposes of Section 162(m) of the Internal Revenue Code. The Company also disclosed that at the 2010 Annual Meeting, each of the proposals was approved by the requisite vote necessary for approval: (1) the election of each of James A. Geraghty, Michael J. Landine, and Jean-Fran‡ois Prost as directors to serve in the class of directors whose terms expire at the 2013 Annual Meeting of Shareholders; (2) the approval of an amendment to the Amended and Restated 2002 Equity Incentive Plan to increase the number of shares available for awards under the 2002 Plan from 1,050,000 to 3,550,000 and to eliminate the provision for automatic annual increases in the number of shares available for issuance under the 2002 Plan; (3) the approval of the 2002 Plan, as amended to date by the Board of Directors, for purposes of Section 162(m) of the Internal Revenue Code; and (4) the ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2010 fiscal year. On May 25, 2010 the Company received a letter of resignation from Pamela W. McNamara informing that she is resigning as a member of the Board of Directors, effective as of July 31, 2010, and that she is prepared to make the transition sooner if the Board of Directors selects a new director to fill her position before then. The Nasdaq Stock Market, Inc., last month determined to remove from listing the common stock of GTC Biotherapeutics, effective at the opening of the trading session on May 28, 2010. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rule 5550(b)(1). The Company sought a review of this determination by the Hearing Panel. Based on its review of information provided by the Company, the Panel, on November 18, 2009, granted the Company continued listing, contingent upon the Company regaining compliance by March 16, 2010. The Company did not regain compliance and the Panel notified the Company that trading in the Company's securities would be suspended on March 19, 2010. The Company did not request a review of the Panels decision by the Nasdaq Listing and Hearing Review Council. The Listing Council did not call the matter for review. The Panels Determination to delist the Company became final on May 3, 2010. About GTC Biotherapeutics Based in Framingham, Massachusetts, GTC Biotherapeutics, Inc. (OTCBB: GTCB) -- http://www.gtc-bio.com/-- develops, supplies and commercializes therapeutic proteins produced through transgenic animal technology. ATryn(R), GTC's recombinant human antithrombin, has been approved for use in the United States and Europe. ATryn(R) is the first and only therapeutic product produced in transgenic animals to be approved anywhere in the world. GTC is also developing a portfolio of recombinant human plasma proteins with known therapeutic properties. GTC's intellectual property includes a patent in the United States through 2021 for the production of any therapeutic protein in the milk of any transgenic mammal. On November 5, 2009, the Company implemented a restructuring plan to enable it to meet the requirements of key programs and maximize the impact of its cash resources. The restructuring plan, which is expected to provide savings of $5 million to $6 million on an annualized basis, included a reduction in workforce from 154 to 109 employees. At April 4, 2010, the Company had $26.950 million in total assets against total liabilities of $54.098 million, resulting in stockholders' deficit of $27.148 million. In its Form 10-Q report, the Company noted that it has operated at a net loss since inception in 1993, and it used $5.9 million of net cash in its operating cash flows during the first three months of 2010. The Company also has negative working capital of $13.1 million as of April 4, 2010. "We are entirely dependent upon funding from equity financings, partnering programs and proceeds from short and long-term debt to finance our operations until we achieve commercial success in selling and licensing our products and positive cash flow from operations. Based on our cash balance as of April 4, 2010, as well as potential cash receipts from existing programs, we believe our capital resources will be sufficient to fund operations to the end of the second quarter of 2010. Our recurring losses from operations and our limited available funds raise substantial doubt about our ability to continue as a going concern," the Company said. GULF FREEWAY: Files Schedules of Assets & Liabilities ----------------------------------------------------- Gulf Freeway Plaza LLC has filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,700,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,042,587 E. Creditors Holding Unsecured Priority Claims $135,206 F. Creditors Holding Unsecured Non-priority Claims $2,740 ----------- ----------- TOTAL $12,700,000 $6,180,533 Houston, Texas-based Gulf Freeway Plaza LLC, fdba La Hacienda Business Park LLC, filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D. Tex. Case No. 10-34332). John L. Green, Esq., who has an office in Houston, Texas, assists the Company in its restructuring effort. The Company listed $12,700,000 in assets and $6,180,532 in liabilities. HARRAH'S ENTERTAINMENT: Moody's Affirms 'Caa3' Corp. Family Rating ------------------------------------------------------------------ Moody's Investors Service upgraded Harrah's Entertainment Inc.'s Speculative Grade Liquidity Rating to SGL-3 from SGL-4 and changed the rating outlook to positive from negative. HET's Caa3 Probability of Default and Corporate Family ratings were affirmed along with Harrah's Operating Company's Caa1 senior secured guaranteed ratings and Ca second lien and senior unsecured note ratings. The upgrade of HET's Speculative Grade Liquidity rating to SGL-3 from SGL-4 reflects the meaningful amount of increased near-term liquidity available to the company as a result of the recent closing of HOC's $750 million second lien notes. Proceeds from the second lien notes were used to redeem $217 million of existing senior unsecured notes scheduled to mature within the next 18 months, and to repay $500 million of outstanding revolver borrowings. "As a result of the recent second lien note issue and upon the closing of the previously announced amendments to the CMBS loans, HET will not have any significant debt maturities until 2015, and excluding letters of credit, has full availability under its $1.63 billion revolver," stated Peggy Holloway, Vice President and Senior Credit Officer at Moody's. The change in HET's rating outlook to positive acknowledges the company's recent announcement that it will engage in a debt for equity transaction which is expected to close by the first quarter of 2011. The debt for equity transaction as proposed will provide the company with a cash infusion of approximately $557 million and would likely contribute to a ratings upgrade once it closes. Harrah's has entered into definitive agreements with Apollo Management VI, L.P., and TPG Capital, L.P. -- the company's equity sponsors -- and Paulson & Co. Inc to exchange $1,118 million face amount of debt at a specified exchange ratio for up to approximately 15.6% of the common equity of Harrah's. "The affirmation of HET's Caa3 Corporate Family Rating acknowledges the company's high leverage -- debt/EBITDA is expected to remain over 10 times in the foreseeable future -- and significant near-term challenges," added Ms. Holloway. "These near-term challenges include a difficult operating environment for gaming and Moody's expectation that it will take some time for gaming demand to reach previous peaks." Ratings upgraded: Harrah's Entertainment Inc.: * Speculative Grade Liquidity rating to SGL-3 from SGL-4 Ratings affirmed and assessments updated where applicable: Harrah's Entertainment Inc: * Corporate Family Rating at Caa3 * Probability of Default Rating at Caa3 Harrah's Operating Company: * Senior secured guaranteed revolving credit facility at Caa1 (LGD 2, 26%) from (LGD 2, 28%) * Senior secured guaranteed term loans at Caa1 (LGD 2, 26%) from (LGD 2, 28%) * Harrah's Operating Escrow LLC and Harrah's Escrow Corporation assumed by HOC Senior secured second priority notes at Ca (LGD 5, 74%) from (LGD 5, 78%) * Senior unsecured guaranteed debt at Ca (LGD 5, 88%) from (LGD 6, 91%) * Senior unsecured debt at Ca (LGD 6, 93%) Moody's last action on Harrah's took place on April 13, 2010, when Moody's assigned a Ca rating to the company's $750 million second lien notes. Harrah's Entertainment, Inc., through its wholly-owned subsidiary, Harrah's Operating Company, Inc., owns or manages approximately 50 casinos. The company generates consolidated revenues of about $9 billion. HARVARD GRAND: Section 341(a) Meeting Scheduled for July 15 ----------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of Harvard Grand Investment, Inc.'s creditors on July 15, 2010, at 9:00 a.m. The meeting will be held at Room 2610, 725 S Figueroa Street, Los Angeles, CA 90017. 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. Carson, California-based Harvard Grand Investment, Inc., a California corporation, filed for Chapter 11 bankruptcy protection on May 28, 2010 (Bankr. C.D. Calif. Case No. 10-31833). David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. HARVARD GRAND: Asks for Court Okay to Use Cash Collateral --------------------------------------------------------- Harvard Grand Investment, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to use cash collateral. David B. Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill L.L.P., the attorney for the Debtor, explains that the Debtors needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor operates a Doubletree Hotel Carson Civic Plaza in Carson, California. Based on reduced occupancy, revenue and cash flow suffered, making the Debtor unable to remain current with its regular obligations to its primary secured creditor, Shinhan Bank America (the Bank). While the Debtor used best efforts to negotiate a modification of its obligations to the Bank, the Bank proceeded with its foreclosure efforts and scheduled a foreclosure sale for June 1, 2010. The Debtor determined that the commencement of its Chapter 11 case was necessary and proper in order to preserve the value of the estate for the benefit of all creditors, while preserving jobs of its approximately 80 employees. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/HARVARD_GRAND_budget.pdf The Debtor says that while the Budget represents the Debtor's best estimate of the expenses, the needs of the business may fluctuate. Thus, the Debtor seeks authority to deviate from the total expenses contained in the Budget by no more than 15%, on a cumulative basis, and to deviate by category (provided the Debtor does not pay expenses outside any of the categories) without the need for further Court order. The Debtor says that the Bank is protected by an equity cushion of approximately 21%. As further adequate protection, the Debtor proposes to make adequate protection payments to the Bank, in the amount of $90,000 per month. In addition, Bank will be further protected by the continuing management and operation of the Hotel, thereby preserving the value of its collateral. Carson, California-based Harvard Grand Investment, Inc., a California corporation, filed for Chapter 11 bankruptcy protection on May 28, 2010 (Bankr. C.D. Calif. Case No. 10-31833). David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. HOLDINGS GAMING: S&P Raises Corporate Credit Rating to 'CCC' ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Pittsburgh, Pa.-based Holdings Gaming Borrower L.P. to 'CCC' from 'SD' (selective default). The rating outlook is negative. The issue-level rating on the company's $303.5 million first-lien first-out term loan remains at 'CCC' (at the same level as the 'CCC' corporate credit rating) and the recovery rating on this debt remains at '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. S&P also withdrew its 'D' issue-level rating and '6' recovery rating on the company's $100 million first-lien first-loss term loan following its subpar repurchase. The 'CCC' corporate credit rating reflects the completion of S&P's review of the company's capital structure subsequent to the recent subpar repurchase of HGB's $100 million first-lien first-loss term loan and the restructuring of its $150 million second-lien term loan into an unsecured note. S&P viewed these restructurings as being tantamount to default given the distressed financial condition of the company and S&P's prior concerns around HGB's ability to sustain its capital structure over the intermediate term. Although S&P did not rate the second-lien term loan, S&P also viewed the conversion of this debt as tantamount to a default given the loss of the collateral pledge and the conversion to a noncash accrual of interest (which was substituted for the prior cash payment of interest), reducing the value of this capital, in its view. Funding for the subpar debt repurchase was provided by an equity contribution from the company's majority owner, as well as the two Detroit-based pension funds which had provided the collateral pledge for the converted second-lien debt. These contributions represent senior preferred interests in the company's capital structure and will accrue a noncash dividend. Any future payment or return of capital to preferred equity holders is conditioned upon the repayment of the first-lien term loan. Contributed equity in excess of funds used for the subpar debt repurchase was used to fund the $16.5 million licensing fee for table games on June 1, and will be used to purchase and install table games at the property. Remaining proceeds, if any, will be used for general corporate purposes. "Despite the reduction in HGB's indebtedness, S&P continue to be concerned about the company's ability to generate sufficient levels of cash flow to support the new capital structure and potential future claims on cash, given the substantial level of noncash interest that will accrue on debt positions," said Standard & Poor's credit analyst Michael Listner. In addition, S&P expects that the company will pay interest in kind of 2.75% on the first-lien term loan (as allowed for under the amendment to the credit agreement), and the new unsecured note will accrue noncash interest at 5%, resulting in annual capitalized interest of about $15 million. Based on S&P's expectation that the total of cash fixed charges and the accretion of debt balances will exceed HGB's level of cash flow generation, S&P view the company's capital structure as being unsustainable. S&P expects debt balances to increase through accretion over time. Inclusive of amortization payments on the company's equipment financing and first-lien term loan, cash interest costs on the company's debt, payment obligations to the city for redevelopment projects and the construction of a sports arena, and maintenance capital expenditures, S&P estimate that the company's fixed cash charges will total approximately $50 million in 2010. The introduction of table games, which the company plans to be operating at the property in July 2010, will provide HGB with an incremental source of revenue, which, in addition to cash balances and cash flow from existing operations, S&P expects will be sufficient to support this level of cash expenditures. However, S&P does not anticipate that the company will generate meaningful levels of discretionary cash flow. The current rating reflects S&P's expectation that fixed cash charges will roughly approximate HGB's level of cash flow generation, but that the company will be unable to support potential future claims on cash -- namely, significant levels of noncash pay-in-kind interest. HOVNANIAN ENTERPRISES: Posts $28.6-Mil. Net Loss for Fiscal Q2 -------------------------------------------------------------- Hovnanian Enterprises, Inc., and its subsidiaries reported a net loss of $28.634 million for the three months ended April 30, 2010, from a net loss of $118.621 million for the same period in 2009. The Company posted a net income of $207.555 million for the six months ended April 30, 2010, from a net loss of $297.031 million for the same period last year. Total revenues were $318.6 million for the second quarter of fiscal 2010 compared with $398.0 million in the prior year's second quarter. For the first half of fiscal 2010, total revenues were $638.2 million compared with $771.8 million in the same period last year. Homebuilding gross margin, before interest expense included in cost of sales, increased for the sixth consecutive quarter to 17.3% during the second quarter of 2010, compared to 8.3% in the fiscal 2009 second quarter and 16.0% in the 2010 first quarter. The pre-tax loss in the second quarter of fiscal 2010 was $28.0 million compared to $97.4 million in the second quarter of fiscal 2009 and $55.0 million in the first quarter of fiscal 2010. Adjusted EBITDA was positive for the first time in 11 quarters. Total debt was reduced by $87.1 million during the second quarter of fiscal 2010. At April 30, 2010, the Company had total assets of $2.029 billion against total liabilities of $2.166 billion and non-controlling interest in consolidated joint ventures of $730,000, resulting in total equity deficit of $137.027 million. A full-text copy of the Company's Form 10-Q report is available at no charge at http://ResearchArchives.com/t/s?6467 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?6468 About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. IMPERIAL CAPITAL: FDIC Blocks Hiring of FTI Consulting ------------------------------------------------------ According to Bankruptcy Law360, the Federal Deposit Insurance Corp. does not want the creditors committee for Imperial Capital Bank to hire FTI Consulting Inc. as its financial adviser, saying it would cost the estate too much money and is not needed. La Jolla, California-based Imperial Capital Bancorp, Inc., filed for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr. S.D. Calif. Case No. 09-19431). Gregory K. Jones, Esq., at Stutman, Treister & Glatt, P.C., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. J&D PROPERTIES: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: J&D Properties Nevada, LLC 17622 Raymer Street Northridge, CA 91325 Bankruptcy Case No.: 10-16769 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: Robert S. Altagen, Esq. Law Offices of Robert S. Altagen 1111 Corporate Ctr Dr #201 Monterey Park, CA 91754 Tel: (323) 268-9588 Fax: (323) 268-8742 E-mail: rsaink@earthlink.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Anna Topuzoglu Purchases $62,000 17622 Raymer St. Northridge, CA 91325 The petition was signed by Ardas A. Yanik, managing member. JAMES BROWN: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Debtor: James Brown 441 West 84th Street Los Angeles, CA 90003 Bankruptcy Case No.: 10-32725 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: Thomas P. Giordano, Esq. 500 State College Blvd Ste 530 Orange, CA 92868 Tel: (714) 912-7810 Fax: (714) 912-7860 E-mail: tohmahso@aol.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 6 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb10-32725.pdf The petition was signed by James Brown. JNL FUNDING: Has Lender's Support on Use of Cash Collateral ----------------------------------------------------------- JNL Funding Corp. and its secured lender Textron Financial Corporation have entered into a stipulation and agreed order regarding JNL Funding's use of cash collateral. The Debtor is authorized to use Cash Collateral during the interim period commencing on May 28, 2010, and continuing through and including July 2, 2010, pursuant to a budget. The Debtor agrees that it owes the lenders an amount not less than $31,168,105, and that the lenders' claim is secured by a valid, perfected, and unavoidable first priority security interest in the Collateral and will constitute an allowed secured claim pursuant to Section 506(b) of the Bankruptcy Code. The Debtor is a borrower under a Loan and Security Agreement, dated as of August 18, 2006, with Textron, as lender and administrative agent, and TD Banknorth, N.A. Textron initially opposed the Debtor's request to use of Cash Collateral, saying neither the lenders nor any other interested party has had a full and fair opportunity to conduct a proper review and investigation of the proposed use of the cash collateral. Pursuant to the Stipulation, Textron, as administrative and collateral agent for the lenders, is granted adequate protection for any diminution in the value of the lenders' interests in the Pre-Petition Collateral from and after petition date. The Stipulation and Agreed Order is subject to bankruptcy court approval. The Debtor has obtained an emergency order allowing it to use Cash Collateral during the period commencing on May 21, 2010, and continuing through and including May 27, 2010. Following court approval, the Debtor is required to use Cash Collateral to pay $500,000 to the lenders. The amount will be applied against the principal amount outstanding under the lenders' Claim. The Debtor will also make two separate interest payments to the Lenders of $80,000. The Interest Payments will be on account of postpetition interest that has accrued since the petition date with respect to the Pre-Petition Obligations. Textron's consultant, RAS Management Advisors, LLC, will also be given access to observe the Debtor's business operations and access to review and copy the Debtor's business records during normal business hours. Any committee or trustee appointed in the case may challenge the amount, validity, priority or extent of Textron's security interests in the Collateral, or avoid or recover any transfers received by the lenders within 90 days following interim approval of the Cash Collateral use. A final hearing on the use of Textron's Cash Collateral is scheduled for July 9, 2010 at 11:00 a.m. (ET). Objections to the Stipulation or the entry of a Final Cash Collateral Order are due June 30, 2010 at 4:00 p.m. (ET). Objections must be sent to: (i) counsel to the Debtor PRYOR & MANDELUP, LLP 675 Old Country Rd. Westbury, New York 11590 Attn: Anthony F. Giuliano, Esq. (ii) counsel to any statutory committee, if appointed; and (iii) counsel to Textron Attn: Steven E. Fox, Esq. EPSTEIN, BECKER & GREEN, P.C. 250 Park Avenue New York, New York 10177 On August 18, 2006, the Debtor entered into a secured revolving credit facility with Textron, as agent for certain lenders, in the amount of $25,000,000. The Facility was amended from time to time to increase the Facility to $30,000,000 and thereafter to $50,000,000, at which time Textron brought TD Bank North, N.A., into the Facility. The Facility was slated to mature on June 1, 2010. About JNL Funding JNL Funding Corp., based in Farmingdale, New York, was formed to originate and invest primarily in real estate related first priority mortgage loans. JNL is a speciality finance company which provides short-term (generally one to two years) financing for borrowers with specialized expertise in the acquisition, rehabilitation and the resale of vacant one-to-four family residential properties in New York City and Long Island, New York. The company also provides construction financing for these properties and other special situations. JNL Funding filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. E.D.N.Y. Case No. 10-73724). Judge Alan Trust presides over the case. The Company estimated its assets and debts at $50,000,001 to $100,000,000. JNL said in court papers its combined general unsecured debts total $19,509,090, for total debts of $50,677,195. KENCORP INC: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- Dan Hieb at Business Journal of Nashville Business reports that Kencorp Inc. filed for bankruptcy under Chapter 11, listing assets of $205,000 and debts of $1,330,000. The Company said it owes $700,000 in unsecured claims to Lojac Enterprises and $229,000 to Marcor Construction. Kencorp Inc. operates a paving company. KRISPY KREME: Posts $4.4 Million Net Income for May 2 Quarter ------------------------------------------------------------- Krispy Kreme Doughnuts Inc. filed its quarterly report on Form 10- Q, reporting net income of $4.4 million on $92.1 million of revenue for the three month ended May 2, 2010, compared with net income of $1.8 million on $93.4 million of revenue for the three month ended May 3, 2010. The Company's balance sheet at May 2, 2010, showed $168.6 million in total assets, $34.9 million in total current liabilities, $42.5 million in long-term debt, and $21.3 million in other long- term obligations, for a total shareholders' equity of $69.7 million. "We were pleased with the improvement in our first quarter performance, which included healthy Company same store sales growth and improvements in both consolidated operating income and net income compared to the year-ago period. This improvement reflects our continued progress in implementing our strategic initiatives. We look forward to continued success with our transition and believe that our shareholders will increasingly be positioned to benefit as we move forward," said Jim Morgan, the Company's President and Chief Executive Officer. For the first quarter ended May 2, 2010, revenues decreased 1.4% to $92.1 million from $93.4 million. Year-over-year revenue increases in the domestic and international franchise segments and at KK Supply Chain were offset by a decline in revenue in Company Stores. Excluding the effects of refranchising Company stores, revenues rose 0.4%. Direct operating expenses remained flat at $77.0 million year over year, and as a percentage of total revenues, increased to 83.6% from 82.4%. General and administrative expenses were $5.8 million compared to $6.3 million in the same period last year and, as a percentage of total revenues, decreased to 6.2% from 6.8%. Impairment charges and lease termination costs were $1.3 million compared to $2.4 million in the year-ago period. Operating income increased 4.8% to $6.1 million from $5.8 million. Interest expense declined by half to $1.9 million from $3.8 million. Interest expense in the first quarter of last year included approximately $1.0 million of fees and expenses associated with amendments to the Company's secured credit facilities, as well as approximately $600,000 of charges related to interest rate derivatives which expired in the first quarter of fiscal 2011. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?6465 A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6464 About Krispy Kreme Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer and wholesaler of doughnuts. The company's principal business, which began in 1937, is owning and franchising Krispy Kreme doughnut stores where over 20 varieties of doughnuts are made, sold and distributed and where a broad array of coffees and other beverages are offered. Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply with certain financial covenants related to its indebtedness, a portion of which matured, by its terms, in January 2009. Kremeworks has requested that the lender waive the loan defaults resulting from the covenant violations and refinance the maturing indebtedness. In the event the lender is unwilling to do so and declares the entire indebtedness immediately due and payable, the Company could be required to perform under its guarantee. Krispy Kreme Doughnuts said Kremeworks could have insufficient cash flows from its business to service the indebtedness even if it is refinanced, which might require capital contributions to Kremeworks by the Company and the majority owner of Kremeworks -- which has guarantees of the Kremeworks indebtedness roughly proportionate to those of the Company -- for Kremeworks to comply with the terms of the any new loan agreement. * * * As reported by the Troubled Company Reporter on September 30, 2009, Standard & Poor's Ratings Services revised its ratings outlook on Krispy Kreme Doughnuts to stable from negative. The outlook revision incorporates S&P's expectation that the company will have adequate liquidity in the near term based on S&P's expectation of its performance in the near term, its current cash position, and covenant cushion. S&P affirmed the 'B-' corporate credit rating. While the sales pressure will continue, S&P expects the declines to decelerate and profitability to somewhat stabilize or, at the very least, allow the company to remain covenant compliant in the current and next fiscal year. LANDAMERICA FIN'L: Court OKs Final Fee Applications --------------------------------------------------- Judge Huennekens approved the final fee applications of these professionals retained in LandAmerica Financial Group's bankruptcy cases: A. Debtors' Professionals Professional Period Fees Expenses ------------ --------- ---------- -------- Willkie Farr & 11/26/08- $4,023,176 $190,582 Gallagher LLP 12/06/09 Willkie Farr & 11/04/09- $106,345 $1,397 Gallagher LLP 02/28/10 LeClairRyan 11/26/08- $30,218 $0 12/08/09 Jenner & Block LLP 07/13/09- $714,654 $20,653 12/06/09 B. Official Committee of Unsecured Creditors Professional Period Fees Expenses ------------ --------- ---------- -------- Akin Gump Strauss 12/08/08- $4,639,413 $374,912 Hauer & Feld LLP 12/06/09 Protiviti Inc. 12/08/08- $1,261,200 $74,703 08/31/09 Tavenner & Beran, 09/01/09- $81,999 $1,462 PLC 12/06/09 C. Lead Case Plaintiffs Professional Period Fees Expenses ------------ --------- ---------- -------- Millard 12/01/08- $1,840,196 $124,575 Refrigerated 12/13/09 Services, Inc. Howard 11/01/09- $14,737 $33 Finkelstein, the 12/07/09 Note Test Case Plaintiff Frontier Pepper's 11/01/09- $$17,245 $68 Ferry, LLC, the 12/07/09 Type B Test Case Plaintiff Matthew B. 09/01/09- $161,624 $2,261 Luxenberg, Type A 12/31/09 Test Case Plaintiff The Court has approved the final fee allowance of McGuireWoods LLP upon consideration of the Final Fee Application and upon the stipulation regarding adjournment of Final Applications solely as to fees and expenses incurred by LandAmerica 1031 Exchange Services, Inc.; and the stipulation having continued that portion of the Final Application pertaining to compensation for services rendered and expenses incurred on behalf of LES for the period from February 9, 2010, until March 2, 2010. The LES Trustee is authorized and directed to pay McGuireWoods $40,361 for unpaid holdbacks of the compensation and reimbursement for the Final Fee Application Period. In a subsequent order, the Court allowed McGuireWoods $80,567 in fees and $307 in expenses for the Final Application Period, which includes the $26,155 in fees and $17 in expenses that were previously approved by the Court on an interim basis for the period from November 26, 2008 through December 6, 2009. The applicable LandAmerica Trustee is authorized and directed to pay McGuireWoods the unpaid portion of the compensation and reimbursement, which amounts to $8,161. The LES Trustee is authorized and directed to pay to Akin Gump $5,014,325, representing the amount of compensation and reimbursement of expenses allowed, as an administrative expense. The Debtors are authorized and directed to pay to Protiviti and Tavenner & Beran the allowed amount of fees and reimbursement of expenses as administrative expenses. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. LINCOLN HOLDINGS: S&P Affirms Corporate Credit Rating at 'B' ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings on St. Louis-based Lincoln Holdings Enterprises Inc., including the 'B' corporate credit rating. At the same time, S&P revised the outlook to stable from negative. "The ratings affirmation and outlook revision reflect S&P's expectation that Lincoln's credit measures will recover gradually in 2010," said Standard & Poor's credit analyst Helena Song. "They also reflect S&P's expectation that the company will maintain adequate liquidity for the ratings," she continued. The ratings on Lincoln (parent of unrated operating subsidiary Lincoln Industrial Corp.) reflect the company's highly leveraged financial risk profile, marked by high debt balances and an aggressive financial policy. Lincoln's leading position in niche markets only partly offsets these factors. S&P expects credit metrics to gradually improve in 2010 and remain in line with its expectations. S&P could lower the ratings if credit measures begin to decline, causing diminishing headroom under financial covenants and increasing the likelihood of a covenant violation. Conversely, if Lincoln's operating performance improves meaningfully, and the company's credit measures (including debt to EBITDA in the 4x to 5x range), liquidity, and financial policies support this trend, S&P could raise the ratings. LOGAN'S ROADHOUSE: S&P Puts 'B-' Rating on CreditWatch Positive --------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings, including the 'B-' corporate credit on Nashville-based Logan's Roadhouse Inc. on CreditWatch with positive implications. The rating action follows Logan's filing for a $200 million initial public offering of its common stock. The CreditWatch placement follows Logan's S-1 filing for a proposed $200 million IPO of its common stock. The company plans to use the bulk of the proceeds to repay the $85.9 million of its outstanding senior subordinated unsecured mezzanine term notes and buy back all of its $64.5 million of outstanding series A preferred stock, including accumulated dividends of $34.7 million. "If completed, S&P expects debt reduction, along with improvement in cash flow, to result in meaningfully better credit protection measures," said Standard & Poor's credit analyst Mariola Borysiak. S&P estimate that pro forma debt leverage will improve to about 4.9x from 6.9x at May 2, 2010. Furthermore, S&P expects that EBITDA coverage of interest would increase to the mid-2x range on a pro forma basis, from 1.6x. "S&P plan to resolve this CreditWatch listing when the IPO is completed, with a likely outcome of at least a one-notch increase in the rating," added Ms. Borysiak. S&P will also review and analyze the company's business prospects and financial policies in the future. LPATH INC: Registers 9,030,487 Class A Shares for Resale -------------------------------------------------------- Lpath, Inc., filed with the Securities and Exchange Commission a prospectus relating to the resale by certain selling security holders of up to 9,030,487 shares of the Company's Class A common stock in connection with the resale of: -- up to 7,090,999 shares of the Company's Class A common stock which were issued in connection with a private placement that closed on August 12 and 18, 2008; -- up to 1,939,488 shares of the Company's Class A common stock which may be issued upon exercise of certain warrants issued in connection with a private placement that closed in August 2008 (including warrants issued to the Company's placement agents in such offering); and The selling security holders may offer to sell the shares of Class A common stock being offered in this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?6453 About Lpath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. At March 31, 2010, Lpath had total assets of $8,695,299 against total current liabilities of $2,040,132 and warrants of $1,893,776, resulting in stockholders' equity of $2,755,167. In its March 2010 Form 10-Q report, the Company said that in the year ended December 31, 2009, Lpath utilized cash in operating activities of $1,054,786. During 2010, the Company expects to continue to incur cash losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. LPATH INC: Registers 25,729,669 Class A Shares for Resale --------------------------------------------------------- Lpath Inc. filed with the Securities and Exchange Commission a prospectus relating to the resale by certain selling security holders of up to 25,729,669 shares of the Company's Class A common stock in connection with the resale of: -- up to 17,733,737 shares of the Company's Class A common stock which were issued in connection with a private placement that closed in April and June 2007; and -- up to 7,995,932 shares of the Company's Class A common stock which may be issued upon exercise of certain warrants issued in connection with a private placement that closed in April and June 2007 (including warrants issued to the Company's placement agents in such offering). The selling security holders may offer to sell the shares of Class A common stock being offered in the prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?6454 About Lpath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. At March 31, 2010, Lpath had total assets of $8,695,299 against total current liabilities of $2,040,132 and warrants of $1,893,776, resulting in stockholders' equity of $2,755,167. In its March 2010 Form 10-Q report, the Company said that in the year ended December 31, 2009, Lpath utilized cash in operating activities of $1,054,786. During 2010, the Company expects to continue to incur cash losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. LPATH INC: Registers 31,545,539 Class A Shares for Resale --------------------------------------------------------- Lpath Inc. filed with the Securities and Exchange Commission a prospectus relating to the resale by certain selling security holders of up to 31,545,539 shares of the Company's Class A common stock in connection with the resale of: -- up to 25,459,514 shares of the Company's Class A common stock which were issued in connection with a merger transaction and private placements; and -- up to 6,086,025 shares of the Company's Class A common stock which may be issued upon exercise of certain warrants issued in connection with a merger transaction and private placements (of which 2,348,121 shares of the Company's Class A common stock have already been issued upon the exercise of such warrants). The selling security holders may offer to sell the shares of Class A common stock being offered in the prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?6455 About Lpath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. At March 31, 2010, Lpath had total assets of $8,695,299 against total current liabilities of $2,040,132 and warrants of $1,893,776, resulting in stockholders' equity of $2,755,167. In its March 2010 Form 10-Q report, the Company said that in the year ended December 31, 2009, Lpath utilized cash in operating activities of $1,054,786. During 2010, the Company expects to continue to incur cash losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. MACY'S RETAIL: Moody's Assigns 'Ba1' Senior Unsec. Shelf Rating --------------------------------------------------------------- Moody's Investors Service assigned ratings to Macy's Retail Holdings, Inc. multiple seniority shelf and affirmed all existing ratings. The outlook remains stable. Ratings assigned: For Macy's Retail Holdings, Inc.: * Senior unsecured shelf rating at (P)Ba1; * Subordinated shelf rating at (P)Ba2. Ratings affirmed: For Macy's, Inc.: * Corporate Family Rating at Ba1; * Probability of Default Rating at Ba1; * Speculative Grade Liquidity Rating at SGL-1. For Macy's Retail Holdings, Inc.: * Senior unsecured at Ba1 (LGD 4, 57%). * For May Department Stores Company: * Senior unsecured at Ba1 (LGD 4, 57%). The last rating action on Macy's was on May 17, 2010, when its senior unsecured rating was upgraded to Ba1 from Ba2. Macy's, Inc., is one of the United States largest department store operators with about 850 stores operating under the Macy's and Bloomingdale's nameplates. Revenues are nearly $24 billion. MAJESTIC LIQUOR: Files for Bankruptcy to Restructure Debt --------------------------------------------------------- Majestic Liquor Stores, together with its affiliates, filed for bankruptcy under Chapter 11 (Bankr. N.D. Tex. Case No. 10-43849) on June 6 to restructure its debt. Sandra Baker at Star-Telegram reports that the Company has been allowed by the Bankruptcy Court to continue processing credit cards, pay prepetition wages owed to about 400 employees, and pay its largest liquor suppliers. The Company listed debts between $10 million and $50 million. The Company owes $1 million to Republic National Distributing Co., and $686,190 to Glazer's Wholesale, she adds. Majestic Liquor Stores operates a chain of liquor stores. MARKWEST ENERGY: Fitch Assigns 'BB' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has assigned these initial ratings to MarkWest Energy Partners, L.P.: -- Issuer Default Rating 'BB'; -- Senior unsecured rating 'BB'; -- Senior secured rating 'BB+'. These ratings affect approximately $1.17 billion of debt outstanding as of March 31, 2010. The Rating Outlook is Stable. MarkWest's ratings reflect the company's success in maintaining fairly steady operating results and margins despite a challenging economic environment and volatile commodity pricing period over the last few years. Increased fee-based revenue sources and effective hedging have helped decrease cash flow volatility and provide greater cash flow predictability for the company. Fitch notes that the company maintains a layered hedging strategy to mitigate exposure to commodity prices with the stability of margins further enhanced by long term contracts with key customers. MarkWest benefits from the increasing diversity of its geographic footprint and scale in its core regions, including leading positions in the Marcellus and Woodford Shale plays. Given the significant growth potential in the Marcellus Shale and MarkWest's modest size, the company has enhanced its financing flexibility through a joint venture (the Liberty JV) with an affiliate of the Energy & Minerals Group (EMG), a private equity fund focused on energy investments. While there are certain attendant risks to MarkWest's growth strategy, the increasing scale and scope of the company's midstream operations are expected to improve its business risk profile and revenue diversity. Offsetting challenges include the significant percentage of non- fee-based cash flows from keep-whole and percent-of-proceeds arrangements, despite management's efforts to reduce these positions. Additionally, fee-based revenues will remain sensitive to the potential curtailment of drilling activities by natural gas producers, which could result in a decline in throughput volumes on MarkWest's systems. As a midstream energy company, MarkWest also faces the challenge of effectively hedging natural gas liquids prices given the periodic breakdown in the correlation between crude oil and NGL prices. Finally, the company's significant growth plans in the Marcellus Shale may be moderated due to the increasing environmental focus in the region. MarkWest has generally managed its balance sheet to steadily improve its credit metrics. This includes completing a series of sizable equity offerings in each of the last five years (2006 to 2010), despite the downturn in the economy and natural gas markets. While acknowledging the increase in leverage associated with the company's acquisition of its former parent, MarkWest Hydrocarbon, Inc., in early 2008, Fitch also recognizes several long-term benefits to MarkWest's credit quality as a master limited partnership from the transaction, including the elimination of incentive distributions to its general partner, which no longer has an economic interest in the company. As of March 31, 2010, debt to adjusted EBITDA had been reduced to approximately 3.9 times with distribution coverage for the prior 12 months of 1.2x. Given the rebound in NGL markets in recent months, earnings contribution from ongoing growth investments and the cash infusions anticipated from EMG to finance its portion of the Liberty JV, Fitch expects credit metrics to continue to improve over the near term. To generate more stable cash flows, MarkWest has placed a greater emphasis on adding more fee-based assets, including most of the investments in the Marcellus Shale. Through these growth investments, the company anticipates fee-based assets to generate nearly 50% of net operating margin in 2012 from 39% in 2009. The company's remaining contracts are primarily split between keep- whole (31% of 2009 net operating margin) and percent-of-proceeds arrangements (26% of 2009 net operating margin). Of additional note is that the company's agreements in the Marcellus primarily include dedicated acreage over the life of production, which helps limit competition from other midstream companies. MarkWest also actively manages exposure to commodity prices through its layered hedging program, with a mix of crude oil, natural gas and NGL positions. Per most recent guidance, the company has increased its hedged positions to approximately 70% of its anticipated 2010 net operating margin that is exposed to commodity prices, 65% of 2011, 35% of 2012 and 10% of 2011. However, as evidenced by the company's wide range of projected distributable cash flow for 2010, results will continue to reflect the challenges to effectively decrease NGL price exposure using crude oil hedges as well as the impact of the company's unhedged volumes. Results will also reflect changes in the actual throughput volumes on MarkWest's gathering and processing assets which will remain sensitive to the level of drilling activity by natural gas producers. With increased scale and diversity of operations in its core regions, MarkWest has shifted its growth strategy since 2006 to organic investments in key resource plays from its previous acquisition strategy. The company's midstream asset base now touches several major U.S. natural gas producing regions, mitigating any regional-specific issues that may arise. MarkWest's processing operations also benefit from the recent rebound in NGL prices as natural gas producers are shifting to more rich natural gas (high NGL content) production. Despite a slowdown of drilling in certain regions, the company continues to have good growth opportunities due to its wide reach into several supply basins. Most importantly in this regard, the company's legacy operations in the Appalachian Basin have provided the foothold for its shift to the Marcellus Shale. With the significant focus of upstream producers on low cost production in the Marcellus Shale and its proximity to Northeast markets, MarkWest's expansion in the play (beginning in 2008) has benefited from the company's first mover advantage and long standing relationships with major players in the Appalachian Basin. Fitch also recognizes that the formation of the Liberty JV in early 2009 has provided MarkWest significant flexibility in its financing strategy. Major producers continue to increase investments in the Marcellus as reflected in the increasing number of active rigs in the region, despite the prolonged low natural gas prices. While the Liberty JV is initially focused on supporting Range Resources Corp.'s growth in the region, with over one million net acres, MarkWest has relationships with most major producers in the region which are expected to help fill the significant gathering and processing facilities being constructed by the company. In recent days, the Liberty JV has also announced a joint project with Sunoco Logistics Partners L.P. to deliver ethane from the Marcellus to Gulf Coast markets to address a key concern for further rich natural gas production in the region. MarkWest maintains liquidity through its $435.6 million credit facility, cash flow from operations, and access to public and private debt and equity markets. Fitch notes that the company came under some pressure during the economic downturn in early 2009, including significant usage of its revolver. The company subsequently took several steps to enhance liquidity and financial flexibility, including expanding the revolver's capacity and entering into the Liberty JV. Future maturities are viewed as manageable with the company's credit facility due in 2012 and the next major maturities in 2014 of $375 million. MARHABA PARTNERS: Will Allot $100,000 for Payment to Unsecureds --------------------------------------------------------------- Marhaba Partners Limited Partnership filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization and an 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 Reorganized Debtor will continue owning all of the properties, the obligations to the secured Lenders will be satisfied by the sale or refinance of the properties, an equity infusion or consensual modification of the loan obligations. Distributions will be made holders of allowed claims using a combination of available cash on hand as of the effective date, allotted funds made available through any equity contribution, and income generated from sale, refinance or operations of the properties. As part of the Plan, the Debtor will dedicate $100,000 for pro rata distribution to holders of General Unsecured Claims commencing on March 31, 2011. Any claim attributable to any deficiency amount in the event any property is foreclosed upon by a secured lender will be an unsecured claim. The Plan provides for pro rata payment to all holders of Allowed General Unsecured Claims. However, during the pendency of these bankruptcy cases, several Claims in this Class have already received certain payments from the Debtor on account of utility deposits. Any postpetition amounts paid by the Debtor to holders of Allowed General Unsecured Claims will serve to offset the amounts the holders of Allowed General Unsecured Claims will receive under this Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MarhabaPartners_DS.pdf The Debtor is represented by: Porter & Hedges, L.L.P. John F. Higgins, Esq. Elizabeth C. Freeman, Esq. 1000 Main Street, 36th Floor Houston, Texas 77002 Tel: (713) 226-6000 Fax: (713) 226-6231 About Marhaba Partners Houston, Texas-based Marhaba Partners Limited Partnership filed for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr. S.D. Texas Case No. 10-30227). Elizabeth Carol Freeman, Esq., at Porter & Hedges, L.L.P., assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. In its schedules, the Debtor disclosed $202,288,728 in total assets and $70,486,867 in total liabilities. MGM MIRAGE: Management to Present at Goldman Sachs Conference ------------------------------------------------------------- MGM MIRAGE management was scheduled to make a Company presentation on June 7, 2010, at the Goldman Sachs Lodging, Gaming, Restaurant, and Leisure Conference 2010 in New York City. As reported by the Troubled Company Reporter on May 24, 2010, MGM MIRAGE filed its quarterly report on Form 10-Q, showing a net loss of $96.7 million on $1.4 billion of total revenues for the three months ended March 31, 2010, compared with a net income of $105.1 million on $1.4 billion of total revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $21.0 billion in total assets, $1.1 billion in total current liabilities, $3.1 billion in deferred income taxes, $12.6 billion in long-term debt, and $253.2 in million other long-term obligations, for a stockholders' equity of $3.7 billion. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?62a5 About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. The Company reported $22.51 billion in total assets, $2.38 billion in total current liabilities, $3.03 billion in deferred income taxes, $12.97 billion in long term debt, and $256.83 million other long term obligation, resulting to a $3.87 billion stockholders' equity as of Dec. 31, 2009. At September 30, 2009, MGM MIRAGE had stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on March 22, 2010, Moody's Investors Service affirmed MGM MIRAGE's ratings, including its Caa1 Corporate Family Rating and raised the company's Speculative Grade Liquidity rating to SGL-3 from SGL-4. The rating outlook remains stable. As reported by the TCR on March 11, 2010, Standard & Poor's Ratings Services affirmed all of its existing ratings on MGM MIRAGE, including the 'CCC+' corporate credit rating. The rating outlook is developing. "The 'CCC+ corporate credit rating reflects MGM MIRAGE's significant debt burden, S&P's expectation for continued declines in cash flow generation in 2010, and the company's tight liquidity position," said Standard & Poor's credit analyst Ben Bubeck. MICHAELS STORES: Moody's Upgrades Corporate Family Rating to 'B3' ----------------------------------------------------------------- Moody's Investors Service upgraded Michaels Stores, Inc.'s Corporate Family and Probability of Default Ratings to B3 from Caa1. Actions on other rated debt are detailed below. The company's Speculative Grade Liquidity Rating of SGL-2 was affirmed. The rating outlook remains stable. The upgrade in the company's ratings reflects recent improvement in operating performance resulting from higher comparable store sales and operating margin expansion and Moody's expectations this improved performance can be sustained. The company maintains a strong position in the arts and craft retailing segment and Moody's believes the company is gaining market share. At the same time the company has maintained tight control over inventory levels, particularly in more discretionary seasonal categories, which is helping to improve margins. Moody's expect the company to be able to sustain operating performance at recent levels and that it will continue to maintain its overall good liquidity profile. The stable rating outlook reflects expectations that the company will maintain current performance. While leverage remains high for the current rating, Moody's expect the company will continue to moderately deleverage over the near to intermediate term. These ratings were upgraded and LGD assessments amended where appropriate: -- Corporate Family Rating to B3 from Caa1 -- Probability of Default Rating to B3 from Caa1 -- Term Loan B due 2013 to B2 (LGD 3, 37%) from B3 (LGD 3, 41%) -- Term Loan C due 2016 to B2 (LGD 3, 37%) from B3 (LGD 3, 41%) -- $750 million Senior Unsecured Notes due November, 2014 to Caa1 (LGD 5, 76%) from Caa2 (LGD 5, 79%) -- $400 million Senior Secured subordinated notes due November 2016 to Caa2 (LGD 6, 90%) from Caa3 (LGD 6, 91%) -- $469 million (principal amount at maturity) Subordinated Discount Notes due 2016 to Caa2 (LGD 6, 95%) from Caa3 (LGD 6, 95%). This rating was affirmed -- Speculative Grade Liquidity Rating at SGL-2 Moody's Investors Service's last rating action on Michaels Stores Inc. was on October 27, 2009, when the company's Speculative Grade Liquidity Rating was upgraded to SGL-2 from SGL-3. Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of May 26, 2010, the company operated 1,029 "Michaels" retail stores in the United States and Canada and 146 Aaron Brothers Stores. MIDAS WATCH: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Midas Watch, Inc. 2180 SW 71 Terrace Davie, FL 33317 Bankruptcy Case No.: 10-25824 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Mark A. Levy, Esq. 200 E Las Olas Blvd #1900 Ft. Lauderdale, FL 33301 Tel: (954) 522-2200 E-mail: mark.levy@brinkleymorgan.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flsb10-25824.pdf The petition was signed by Alan Akouka, company's president/CEO. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Clamor/Just Doing Time, Inc. 10-25817 06/04/10 Slam Marketing, LLC 10-25821 06/04/10 MILLENIUM TIME: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Millenium Time, Inc. 2180 SW 71 Terrace Davie, FL 33317 Bankruptcy Case No.: 10-25825 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Mark A. Levy, Esq. 200 E Las Olas Blvd #1900 Ft. Lauderdale, FL 33301 Tel: (954) 522-2200 E-mail: mark.levy@brinkleymorgan.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flsb10-25825.pdf The petition was signed by Alan Akouka, company's president/CEO. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Clamor/Just Doing Time, Inc. 10-25817 06/04/10 Midas Watch, Inc. 10-25824 06/04/10 Slam Marketing, LLC 10-25821 06/04/10 MILESTONE SCIENTIFIC: Names Four Individuals to Serve as Directors ------------------------------------------------------------------ Milestone Scientific Inc. elected Leslie Bernhard, Leonard A. Osser, Pablo Felipe Serna Cardenas, and Leonard M. Schiller as directors, and appointed Holtz Rubenstein Reminick LLP as the company's independent auditors for the 2010 fiscal year. Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS) -- http://www.milestonescientific.com/-- is engaged in pioneering proprietary, highly innovative technological solutions for the medical and dental markets. Central to the Company's IP platform and product development strategy is its patented CompuFlo(R) technology for the improved and painless delivery of local anesthetic. * * * At March 31, 2010, the Company had total assets of $5,907,803 against total current liabilities of $2,407,016; and total long- term liabilities of $577,546, resulting in stockholders' equity of $2,923,241. The Company said its recurring historical losses raise substantial doubt about its ability to continue as a going concern. In the Company's 2009 Annual Report, Holtz Rubenstein Reminick LLP, in New York City, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations since inception. MONEY TREE: Amends Dec. 25 Qtr. Financials; Posts $3.7MM Loss ------------------------------------------------------------- The Money Tree Inc. filed on June 3, 2010, amendment No. 1 to its quarterly report on Form 10-Q/A for the three months ended December 25, 2009. The amendment is being filed in order to correct previously issued historical consolidated financial statements of the Company as of December 25, 2009, and for the three months in the period ended December 25, 2009, for errors in previously reported amounts related to net finance receivables, accumulated deficit, provision for credit losses and net loss. Based on the restated financial statements for the three months ended December 25, 2009, and 2008, the Company reported a net loss of $3.7 million and $2.1 million, respectively. Net revenues were $2.7 million and $5.2 million, respectively. As restated, the Company's balance sheet as of December 25, 2009, showed $55.4 million in assets and $92.9 million in liabilities, for a shareholders' deficit of $37.5 million. A full-text copy of the amended quarterly report is available for free at http://researcharchives.com/t/s?6452 Based in Bainbridge, Ga., The Money Tree, Inc. -- http://themoneytreeinc.com/-- makes consumer finance loans and provides other financial products and services through its branch offices in Georgia, Alabama, Louisiana and Florida. The Company sells retail merchandise, principally furniture, appliances and electronics, at certain of its branch office locations and operates three used automobile dealerships in the State of Georgia. The Company also offers insurance products, prepaid phone services and automobile club memberships to its loan customers. * * * As reported in the Troubled Company Reporter on January 8, 2010, Tallahassee, Fla.-based Carr, Riggs & Ingram, LLC expressed substantial doubt about the Company ability to continue as a going concern after auditing the Company's financial statements for the year ended September 25, 2009. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. MONEYGRAM INT'L: Reports Results of 2010 Stockholders Meeting ------------------------------------------------------------- At the 2010 Annual Meeting of Stockholders of MoneyGram International, Inc., the Company's stockholders approved amendments to the MoneyGram International, Inc. 2005 Omnibus Incentive Plan to (i) increase the aggregate number of shares that may be granted under the Omnibus Plan to an eligible person in any calendar year from 10 million to 12 million shares, (ii) include an additional provision for limitations on performance awards that are denominated in shares to ensure exemption from Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iii) provide clarification regarding the limitation on performance awards that are denominated in cash. The Company's stockholders also elected these individuals to serve as directors of the Company for a one year term expiring at the Company's 2011 annual meeting of stockholders: * J. Coley Clark; * Victor W. Dahir; * Thomas M. Hagerty; * Scott L. Jaeckel; * Seth W. Lawry; * Ann Mather; * Pamela H. Patsley; * Ganesh B. Rao; and * W. Bruce Turner The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010. About MoneyGram International Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) -- http://www.moneygram.com/-- offers more control and more choices for people separated by distance or with limited bank relationships to meet their financial needs. MoneyGram helps consumers to pay bills quickly and safely send money around the world in as little as 10 minutes. Its global network is comprised of 190,000 agent locations in nearly 190 countries and territories. MoneyGram's convenient and reliable network includes retailers, international post offices and financial institutions. At March 31, 2010, the company's balance sheet showed $5.66 billion total assets, $5.66 billion total liabilities, and $896.0 total mezzanine equity for a 896.0 million stockholders' deficit. * * * According to the Troubled Company Reporter on April 27, 2010, Moody's Investors Service affirmed the B1 corporate family rating for MoneyGram International Inc and revised the rating outlook to stable from negative. The revision of the outlook to stable is based on solid performance of the money transfer business amidst the global recession and the stabilization of the Financial Paper Products segment. MOOTE POINTE: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Moote Pointe Properties, LLC 1516 Brookhollow Avenue Santa Ana, CA 92705 Tel: (714) 751-5557 Bankruptcy Case No.: 10-17616 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Thomas C. Corcovelos, Esq. 1001 Sixth St Ste 150 Manhattan Beach, CA 90266 Tel: (310) 374-0116 Fax: (310) 318-3832 E-mail: corforlaw@corforlaw.com Scheduled Assets: $4,682,856 Scheduled Debts: $3,627,388 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb10-17616.pdf The petition was signed by Mark F. Hassman, managing member. NATIONWIDE INSURANCE: AM Best Affirms bb- Issuer Credit Rating -------------------------------------------------------------- A.M. Best Co. has revised the outlook to positive from stable and affirmed the financial strength rating of B- (Fair) and issuer credit rating of "bb-" of Nationwide Insurance Company of Florida (NICOF). NICOF is a wholly owned subsidiary of Nationwide Mutual Insurance Company (Nationwide Mutual). Both NICOF and Nationwide Mutual are domiciled in Columbus, OH, and are members of the Nationwide Group. The revised outlook for NICOF reflects the potential for future favorable rating actions based on further improvement in its risk- adjusted capitalization. NICOF's ratings recognize its improved level of risk-adjusted capitalization when stress tested tempered by the fluctuating operating performance over the past several years, primarily driven by the significant hurricane losses of 2004 and 2005. While the ratings reflect an improved level of capitalization due to ongoing, coastal reduction initiatives, the ratings also consider the risk inherent in NICOF's remaining, smaller property book of business in Florida. NAVISTAR INT'L: Owl Creek Entities Disclose Equity Stake -------------------------------------------------------- Owl Creek I, L.P., disclosed that as of May 26, 2010, it may be deemed to beneficially own 52,200 shares or roughly 0.07% of the common stock of Navistar International Corporation. Owl Creek II, L.P., may be deemed to beneficially own 791,500 or 1.12% of Navistar shares. Owl Creek Advisors, LLC, may be deemed to hold 843,700 or 1.19% of Navistar shares. Owl Creek Asset Management, L.P., may be deemed to hold 3,015,200 or 4.26% of Navistar shares. Jeffrey A. Altman may be deemed to hold 3,858,900 or 5.45% of Navistar shares. 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-' NETWORK COMMUNICATIONS: S&P Downgrades Corp. Credit Rating to 'D' ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Lawrenceville, Ga.-based Network Communications Inc. to 'D' from 'CCC' because of the company's failure to make its interest payment due on June 1, 2010, on its 10.75% senior notes due 2013. At the same time, S&P lowered its issue-level ratings on the company's senior secured debt to 'D' from 'CCC', and the rating on the company's senior unsecured notes to 'D' from 'CC'. NCI had $293.9 million total debt outstanding at Dec. 6, 2009. "The rating action reflects NCI's failure to make the June 1, 2010 interest payment on its 10.75% senior discount notes," explained Standard & Poor's credit analyst Jeanne Shoesmith. The senior secured lenders accelerated all amounts outstanding, which triggered an event of default under the senior notes indenture. The company also announced that it is actively working with stakeholders to restructure its balance sheet. S&P believes that if the company is unable to restructure its debt, it will need to file for U.S. Chapter 11 bankruptcy protection. The company's operating performance has been severely affected by the weak real estate market. Consolidated revenue and EBITDA were down 22% and 33%, respectively, for the third fiscal quarter ended Dec. 6, 2009, largely because of a decline in ad pages at The Real Estate Book. TREB, which is dependent on advertising from residential real estate agents and accounted for 24% of the company's revenue in the quarter, experienced a 33% revenue decline because of adverse housing market conditions. Revenue declined by 45% at the company's home improvement segment because of a lack of consumer confidence and the erosion of home equity. Revenue at the rental and leasing segment has been much more stable, but declined 2% during the quarter. The EBITDA margin for the 12 months ended Dec. 6, 2009, declined to 15.7%, from 19.6% in the prior-year period. S&P expects declines in the company's EBITDA margin to moderate. Lease-adjusted debt (including $44 million of holding company 12% pay-in-kind notes) to EBITDA increased to 12.5x for the 12 months ended Dec. 6, 2009, from 7.5x a year earlier. EBITDA coverage of total interest expense was fractional at 0.8x, while EBITDA coverage of cash interest was slightly better at 1.0x, benefiting from the absence of cash interest payments on the PIK senior subordinated notes for the life of the notes. Discretionary cash flow for the 12 months ended Dec. 6, 2009, was slightly positive. S&P expects that discretionary cash flow will likely turn negative over the intermediate term. NCI's liquidity is thin and is derived from minimal cash balances. NIELSEN COMPANY: Fitch Puts 'B' Issuer Rating on Positive Watch --------------------------------------------------------------- Fitch Ratings has placed the ratings of Nielsen Company B.V. and its subsidiaries on Rating Watch Positive: The Nielsen Company, B.V. -- Issuer Default Rating 'B'; -- Short-term IDR 'B'; -- Senior unsecured notes (including EMTNs) 'CC/RR6'. Nielsen Finance LLC and Nielsen Finance Co -- IDR 'B'; -- Short-term IDR 'B'; -- Senior secured term loan 'BB-/RR2'; -- Senior secured revolving credit facility 'BB-/RR2'; -- Senior unsecured notes 'CCC/RR6'; -- Senior subordinated discount notes 'CC/RR6'. Fitch's rating actions follow Nielsen's June 3, 2010 filing for an initial public offering of up to $1.75 billion. The filing stated the company's intention to dedicate the proceeds toward debt reduction. Fitch believes the IPO will result in leverage in the mid-5 times range compared to more than 6.5x at March 31, 2010. A one notch upgrade of the company's IDR to 'B+' is possible if the IPO goes through as proposed. If the IPO is successful, Fitch would potentially modify its recovery ratings on certain debt instruments depending on the ultimate capital structure. Pro forma for the proposed IPO and the assumption that secured debt would be repaid, the secured debt issued by Nielsen Finance LLC and Nielsen Finance Co would likely be upgraded to 'RR1' (91-100% recovery) from 'RR2' (71-90%). Recovery ratings on the senior unsecured OpCo debt could be upgraded two notches to 'RR4' (31-50%) from 'RR6' (0-10%). Subordinated OpCo debt and debt issued by the holding company (Nielsen) would likely remain 'RR6' (0-10%). Even absent a successful near-term IPO, Fitch expects that continued improvement in operating trends over the next 18-24 months could result in positive ratings momentum. Since the company was acquired in 2006, new ownership has meaningfully restructured the organization around key business lines and aggressively streamlined costs. Given the contractual and diversified nature of its revenue stream and the benign competitive environment for key businesses, Nielsen was much more resilient during the downturn than other media companies, exhibiting revenue and EBITDA growth as well as positive free cashflow through the trough of the downturn. Going forward Fitch expects Nielsen will continue to generate meaningful organic revenue growth and that growth should be able to outpace the U.S. economy under all foreseeable economic conditions/scenarios. While Fitch believes Nielsen's core business is sound and sustainable, the company still faces meaningful refinancing risk for its debt, a significant portion ($3.3 billion) of which comes due in 2013. This risk is mitigated to an extent by the fact the company has demonstrated access to debt capital several times in challenging markets, and should be less than 3x leveraged through the secured bank debt when it comes due. It is unclear whether further improvements in the leverage or liquidity profile beyond the announced IPO and debt reduction would ultimately benefit the overall credit profile as these enhancements may be exhausted over time via the refinancing or the more comprehensive exit strategy which the company's owners may pursue. As such, ratings upside beyond 'B+' is dependant on favorable resolution of these issues. Also, Fitch recognizes the threat of the advertising and media company consortium that has formed to challenge Nielsen's core audience measurement business, in which there is currently limited competition. This risk is mitigated to an extent by the significant investment that would be required by any potential competitors and the meaningful complexity associated with attempting to replicate Nielsen's offerings. While increased competition could result in revenue pressure (lost share), incremental costs (talent/sales/services) and some free cashflow pressure (investments in offerings), this risk is accommodated in the rating. Fitch believes Nielsen's liquidity is sufficient. At March 31, 2010, liquidity was composed of $408 million of cash on hand and $668 million available under the senior secured revolver due in 2012 (net of $20 million letters of credit). The company returned to free cash flow generating in 2009 after using cash in 2007 and 2008, the result of higher EBITDA, reduced working capital usage (approximately $50 million use, versus $200 million use in 2008), and lower capital expenditures ($282 million, versus $370 million in 2008). In the 12 months ended March 31, 2010, Fitch estimates that the company generated more than $200 million of FCF. Going forward, Fitch anticipates capex to remain below $300 million annually, driven by fewer Local People Meter roll-outs; fewer one- time, client-specific platform build-outs; and lower investment in rolling out the company's three-screen strategy globally. As a result, Fitch expects the company to continue to generate material positive FCF and anticipates that it will be dedicated toward debt repayment, smaller acquisitions, and eventually shareholder returns. Book value of total debt at March 31, 2010 was $8.6 billion, consisting primarily of the $4.6 billion secured term loan ($3.3 billion due 2013 and $1.2 billion due 2016); a $500 million secured term loan due 2017; approximately $1.4 billion of senior notes due 2014; and approximately $1.8 billion of senior subordinates notes and senior notes due 2016. The company has been active in managing its near-term maturities, and they are manageable over the next several years, with only $92 million in maturities through the rest of 2010 and $60 million in 2011 (predominantly bank amortization). For a detailed capital structure chart and indenture summary, please see Fitch's report 'The Nielsen Company B.V.' dated June 4, 2009, or 'Refinancing the Buyout Boom: Select Profiles of Leveraged Credits' dated Oct. 29, 2009. NORD RESOURCES: Taps FTI to Assess Refinancing Alternatives ----------------------------------------------------------- Nord Resources Corporation appointed FTI Consulting to advise on refinancing structures and strategic alternatives. The company also announced that it is exploring the possibility of proceeding with an application to list its' shares for trading on an alternative stock exchange. The Company's shares will continue to trade in the United States on the OTC Bulletin Board. Nord announced that it has retained FTI Consulting Inc. to provide certain strategic consulting services related to potential restructuring or other transactions including identifying, vetting and evaluating strategic alternatives, refinancing structures, and possible business combination transactions involving Nord. The decision to seek a listing on an alternative stock exchange follows the receipt of notice from the Toronto Stock Exchange's Continued Listings Committee that Nord's shares will be delisted from trading on the TSX effective at the close of the market on July 2, 2010. The delay in delisting follows the TSX's standard practice of providing companies that are to be delisted with a period during which they can provide the TSX with any further evidence, including changes in their circumstances, to show they meet the original listing requirements of the TSX and also to provide time for proceeding with a listing application for trading of the shares on another market. Nord received an exemption from certain shareholder approval requirements under the rules of the TSX in connection with Nord's $12 million private placement completed in November 2009, on the basis of financial hardship. Reliance on this exemption automatically triggered a TSX delisting review to confirm that Nord continues to meet the TSX listing requirements. Nord intends to continue with its operations in the ordinary course, as it works with FTI to aggressively pursue opportunities to refinance and restructure the company. About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore on February 1, 2009. * * * According to the Troubled Company Reporter on May 10, 2010, Nord Resources Corporation is facing a Thursday deadline to make payments under a copper hedge agreement and a credit facility with Nedbank Capital Limited. In March 2009, Nord agreed with Nedbank to amend and restate its credit agreement to provide for, among other things, the deferral of certain principal and interest payments until December 31, 2012, and March 31, 2013. While Nord made the scheduled principal and interest payments that were due on September 30 and December 31, 2009, in the approximate amounts of $2.3 million each, the Company was unable to make the scheduled principal and interest payment due on March 31, 2010, in the approximate amount of $2.2 million. Nord and Nedbank entered into an unconditional forbearance and extension agreement dated March 30, 2010, that allowed for a forbearance period of 21 days to negotiate an amendment to the credit agreement as it pertains to the March 31, 2010 payment and other terms therein. That agreement was then extended to May 13, 2010. PACIFIC ETHANOL: Shareholders Elect 8 Directors ----------------------------------------------- Pacific Ethanol Inc.'s shareholders elected eight nominees to serve as directors for a year: * William L. Jones * Neil M. Koehler * Terry L. Stone * John L. Prince * Douglas L. Kieta * Larry D. Layne * Michael D. Kandris * Ryan W. Turner In addition, these proposals were also approved by shareholders at the annual meeting on June 3, 2010: * amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 300,000,000 shares. * authorize, for purposes of complying with NASDAQ Listing Rule 5635(d), the Company to issue, in connection with the terms of that certain Purchase and Option Agreement dated March 2, 2010 between Socius CG II, Ltd. and Lyles United, LLC and that certain Option/Purchase Agreement dated March 2, 2010 between Socius CG II, Ltd. and Lyles Mechanical Co., in excess of that number of shares of the Company's common stock equal to 20% of the total number of shares of the Company's common stock outstanding immediately preceding the first issuance of shares of common stock under the terms of the Purchase and Option Agreement. * authorize, for purposes of complying with NASDAQ Listing Rule 5635(d), the Company to issue, in a financing transaction for up to $35,000,000, in excess of that number of shares of the Company's common stock equal to 20% of the total number of shares of the Company's common stock outstanding immediately preceding the closing of the transaction, such transaction to occur, if at all, within the six month period commencing on the date of the approval of this proposal by the Company's stockholders. * authorize, for purposes of complying with NASDAQ Listing Rule 5635(d), the Company to issue, in connection with one or more capital raising transactions, up to 100,000,000 shares of the Company's common stock for aggregate consideration of not more than $200,000,000 and at a price or prices not less than 80% of the market value of the Company's common stock at the time of issuance, such transaction or transactions to occur, if at all, within the six month period commencing on the date of the approval of this proposal by the Company's stockholders, and upon such other terms and conditions as the Company's Board of Directors shall deem to be in the best interests of the Company and its stockholders. * ratify the appointment of Hein & Associates LLP as the Company's independent registered public accounting firm for the year ending December 31, 2010. About Pacific Ethanol Sacramento, Calif.-based Pacific Ethanol, Inc. (NASDAQ GM: PEIX) - - http://www.ethanol.net/-- produces and sells ethanol and its co-products in the western United States, primarily in California, Nevada, Arizona, Oregon, Colorado, Idaho, and Washington. On May 17, 2009, five indirect wholly-owned subsidiaries of the Company each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. These subsidiaries are: Pacific Ethanol Holding Co. LLC; Pacific Ethanol Madera LLC; Pacific Ethanol Columbia, LLC; Pacific Ethanol Stockton, LLC; and Pacific Ethanol Magic Valley, LLC. The cases are consolidated (for procedural purposes only) and are jointly administered under Case No. 09- 11713. Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Neither Pacific Ethanol, Inc., as the parent company, nor any of its other direct or indirect subsidiaries, including Kinergy Marketing LLC and Pacific Ag. Products, LLC, have filed petitions for relief under the Bankruptcy Code. PAETEC HOLDING: Delays Exchange Offer for 8-7/8% Notes ------------------------------------------------------ PAETEC Holding Corp. has delayed an offer to exchange up to $300,000,000 of 8-7/8% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, for any and all outstanding 8-7/8% Senior Secured Notes due 2017, which have not been registered under the Securities Act of 1933. The original notes were issued on January 12, 2010. The exchange offer will expire at 5:00 p.m., New York City time, on [___________], 2010, unless extended by the Company. The exchange of outstanding original notes for exchange notes pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes. The Company will not receive any proceeds from the exchange offer. The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes are registered under the Securities Act, and the transfer restrictions, registration rights and related additional interest terms applicable to the original notes will not apply to the exchange notes. The exchange notes will mature on June 30, 2017. The Company will pay interest on the exchange notes semi-annually on June 30 and December 31 of each year. The exchange notes will be guaranteed on a senior secured basis by each of the Company's domestic restricted subsidiaries in existence on the issue date of the original notes and by all of the Company's domestic restricted subsidiaries thereafter, other than certain excluded subsidiaries. The exchange notes and the guarantees will be secured on a first-priority basis, equally and ratably with the Company's senior secured credit facilities and any future pari passu secured obligations, subject to permitted liens, by substantially all of the Company's assets. The exchange notes will be treated as a single series with the $350,000,000 principal amount of 8-7/8% Senior Secured Notes due 2017, the Company issued on November 3, 2009. The Company does not intend to list the exchange notes on any securities exchange. A full-text copy of the prospectus filed on May 27, 2010, is available at no charge at http://ResearchArchives.com/t/s?6469 About PAETEC Holding PAETEC Holding Corp., through its subsidiaries, provides integrated communications services, including local and long distance voice, data, and broadband Internet access services, primarily to business and institutional customers. On February 8, 2008, PAETEC Holding completed its combination by merger with McLeodUSA Incorporated, which became a wholly owned subsidiary of PAETEC Holding upon completion of the merger. The Company's balance sheet at March 31, 2010, showed $1.4 billion in total assets and $1.2 billion in total liabilities, for a total stockholders' equity of $191.9 million. Effective on June 1, 2009, the Company entered into a Second Amendment and Waiver to its Credit Agreement with its lenders which amends the Credit Agreement, dated as of February 28, 2007, and amended as of June 27, 2007. The Amendment grants the Company the right, at its option and subject to specified conditions, voluntarily to prepay term loans outstanding under its term loan facilities at any time and from time to time during a period beginning on the effective date of the Amendment and ending 18 months after such effective date. The total cash payments to be made by the Company in connection with such voluntary prepayments may not exceed $100,000,000, excluding amounts applied to the payment of accrued and unpaid interest and fees. The Amendment also modifies some of the restrictive covenants in the Credit Agreement primarily to permit the Company to issue senior secured notes and to allow the Company and its subsidiaries to incur indebtedness and related obligations under such notes if specified conditions are satisfied. * * * As reported by the Troubled Company Reporter on June 18, 2009, Standard & Poor's Ratings Services assigned PAETEC Holding's proposed senior secured notes due 2017 an issue-level rating of 'B' (the same as the corporate credit rating) with a recovery rating of '3', indicating expectations for meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P affirmed all other ratings on PAETEC, including the 'B' corporate credit rating. The outlook is stable. Moody's Investors Service assigned a B1 rating to the senior secured note issuance. Moody's affirmed all other ratings, including the SGL-1 liquidity rating. The rating outlook remains stable. PALM INC: Shareholders' Meeting on Merger Set for June 25 --------------------------------------------------------- Palm Inc. will hold a special meeting of stockholders to be held at 9:00 a.m., local time, on June 25, 2010, at the offices of Palm, Inc. at 950 W. Maude Avenue, in Sunnyvale, California. At the special meeting, stockholders will be asked to consider and vote upon a proposal to adopt the merger agreement entered into on April 28, 2010, pursuant to which Palm would be acquired by a wholly owned subsidiary of Hewlett-Packard Company. The Board of Directors of Palm has unanimously approved the merger agreement. If the merger contemplated by the merger agreement is completed: -- the holders of Palm common stock will receive $5.70 in cash, without interest and less applicable withholding tax, for each share of Palm common stock that they own immediately prior to the effective time of the merger, unless they exercise and perfect their appraisal rights under the Delaware General Corporation Law; -- the holders of Palm's Series B Preferred Stock will receive $1,010.00 in cash, without interest and less applicable withholding tax, for each share of Palm's Series B Preferred Stock that they own immediately prior to the effective time of the merger, unless they exercise and perfect their appraisal rights under the DGCL. The per share consideration for Palm's Series B Preferred Stock represents 101% of the $1,000.00 regular liquidation preference of each share of Series B Preferred Stock, as provided pursuant to the terms of Palm's Series B Certificate of Designation, as amended; and -- the holders of Palm's Series C Preferred Stock will receive $1,753.85 in cash, without interest and less applicable withholding tax, for each share of Series C Preferred Stock that they own immediately prior to the effective time of the merger, unless they exercise and perfect their appraisal rights under the DGCL. The per share consideration for the Series C Preferred Stock represents the common-stock-equivalent consideration for each share of Series C Preferred Stock. A full-text copy of the proxy statement is available at no charge at http://ResearchArchives.com/t/s?646a Palm Chairman and CEO Jon Rubinstein told employees in an e-mail dated May 20, 2010, an integration planning process is in place with participation from representatives across multiple groups from HP and Palm, led by Dave Vadasz and his counterpart at HP. This process includes several teams, identified by function or topic. The list of teams and their Palm leaders can be found on Palm Central here http://central/news/Pages/merger.aspx Todd Bradley and Mr. Rubinstein lead the steering committee. About Palm Inc. Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates intuitive and powerful mobile experiences that enable consumers and businesses to connect to their information in more useful and usable ways. Palm products are sold through select Internet, retail, reseller and wireless operator channels, and at the Palm online store at http://www.palm.com/store At February 28, 2010, Palm had total assets of $1,007,237,000 against total current liabilities of $601,133,000; long-term debt of $387,000,000; non-current deferred revenues of $19,001,000; non-current tax liabilities of $6,286,000; Series B redeemable convertible preferred stock of $272,961,000; and Series C redeemable convertible preferred stock of $18,782,000; resulting in stockholders' deficit of $297,926,000. At May 31, 2009, stockholders' deficit was $406,568,000. * * * As reported by the Troubled Company Reporter on March 5, 2010, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating and other ratings on Palm Inc. and revised the ratings outlook to negative from positive. "The action reflects the company's announcement that revenues in the February 2010 quarter and fiscal year ending May 2010 will be well below earlier expectations," said Standard & Poor's credit analyst Bruce Hyman. PATIENT SAFETY: Inks Indemnification Agreement with Directors ------------------------------------------------------------- Patient Safety Technologies Inc. and each of its current directors and executive officers have agreed to enter into an indemnification agreement effective as of June 1, 2010. A full- text copy of the form of the indemnification agreements is available for free at http://ResearchArchives.com/t/s?646c About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. * * * In its March 31, 2010 report, Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, noted that the Company's significant recurring net losses through December 31, 2009, and significant working capital deficit as of December 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2010, showed $10.1 million in total assets and $15.3 million in total liabilities, for a $5.1 million total stockholders' deficit. PEARVILLE LP: Asks for Court's Nod to Use Cash Collateral --------------------------------------------------------- Pearville, L.P., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to use the cash collateral securing its obligation to its prepetition lenders. The Debtor has two pre-petition secured lenders: the International Bank of Commerce (IBC) and Paul J.A. Van Hessen. At certain points over the past three months, IBC has notified and directed the tenants of the Debtor's Shopping Center1 to remit all rental payments directly to IBC. Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy & MCNamara, pllc, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/PEARVILLE_LP_budget.pdf In exchange for using the cash collateral, the Debtor proposes to grant the Secured Lenders replacement liens on post-petition assets, having the same respective priority as their prepetition liens. IBC will have a first-priority security interest in and lien on the post-petition collateral and in the accounts and all funds therein to secure payment of all post-petition obligations. Van Hessen will have a second-priority security interest in and lien on the post-petition collateral and in the accounts and all funds therein to secure payment of all post-petition obligations. Houston, Texas-based Pearville, L.P., filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. S.D. Texas Case No. 10-34074). Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy & McNamara, 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. PENN TRAFFIC: Creditors Seek to Employ WDC as Winddown Officer -------------------------------------------------------------- BankruptcyData.com reports that the Official Committee of Unsecured Creditors for Penn Traffic filed with the U.S. Bankruptcy Court a motion seeking to retain and employ WDC Solutions, Ltd. (Contact: Susan D. Watson) as Winddown Officer for a monthly fee of $50,000 through the confirmation date, a post- confirmation monthly fee of $40,000 for the first six months after confirmation and $20,000 per month thereafter. A hearing is scheduled for June 24, 2010, on the matter. 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. POINT BLANK: U.S. Trustee Objects to Key Employee Incentive Plan ---------------------------------------------------------------- BankruptcyData.com reports that the U.S. Trustee is objecting to Point Blank Solutions' request to implement a key employee incentive plan. According to the U.S. Trustee, the motion does not prove that payments under the Incentive Plan are not retention payments to "insiders" nor does it disclose the amounts to be paid to individuals. Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is recognized as the largest producer of soft body armor in the U.S. The Company maintains facilities in Pompano Beach, FL and Jacksboro, TN. Point Blank Solutions filed for Chapter 11 on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). RED ROCKET: Has Interim Nod for DIP Loan from C&A Pyro ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Missouri, in an interim order, authorized Red Rocket Fireworks, Inc., to obtain loan from C&A Pyro, LLC of up to $480,000 in the aggregate. A hearing to consider final approval of the DIP loan will be held on June 17, 2010, at 2:30 p.m. at the U.S. Bankruptcy Court, Southern Division, 222 John Q. Hammons Parkway, Springfield, Missouri, via video conference. Objections, if any, are due on June 13, 2010. The Debtor will use the money from C&A Pyro to finance the upcoming July 4 sales season. The Debtor was only able to incur limited unsecured credit terms for the shipment of inventory. The related that the amount of inventory it purchased is insufficient for the July 4 season. Pursuant to the DIP Line, the Debtor: -- will be allowed to sell C&A's inventory; -- will remit 80% of its retail sales to C&A; -- will repay the DIP Line from the C&A's proceeds until it is repaid in full; -- interest will accrue on the DIP Line at 9% per annum; Under the agreement, wholesale sales will be made on a 90/10% split between C&A and Debtor. C&A will provide additional inventory as may be needed only as agreed mutually between the parties. The DIP Line will be secured with C&A will maintaining its existing liens, and be given a replacement lien to the extent of any product that's consigned and its proceeds, products, or profits. The Debtor will deposit all revenues from sales in specific accounts, paying therefrom expenses incurred at satellite sales sites, and then transfer funds in excess of the amount to maintain operations to its main bank account at First Citizens Bank in South Carolina. The Debtor will use its existing tax and sales escrow accounts at said bank. The Debtor will transfer consignment funds to an account C&A has established in South Carolina. About Red Rocket Fireworks Rock Hill, South Carolina-based Red Rocket Fireworks, Inc., filed for Chapter 11 bankruptcy protection on December 11, 2009 (Bankr. W.D. Mo. Case No. 09-62800). Raymond I. Plaster, Esq., who has an office in Springfield, Missouri, 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. REDWINE RESOURCES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Redwine Resources, Inc. 8214 Westchester Drive Suite 740 Dallas, TX 75225 Tel: (214) 691-5800 Bankruptcy Case No.: 10-34041 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Michael R. Rochelle, Esq. Rochelle McCullough LLP 325 N. St. Paul St. Ste. 4500 Dallas, TX 75201 Tel: (214) 953-0182 Fax: (214) 953-0185 E-mail: doler@romclawyers.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Gary W. Redwine, company's president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America $42,304,522 901 Main Street Dallas, TX 75202 Royalties in Suspense $2,292,879 County of Montrose Colorado $200,000 Bank of America $148,200 Winn Explorations Company, $131,950 Inc. Dale Resources, Rockies, $71,941 LLC FTI Consulting $62,594 Samson Resources $60,710 Mewbourne Oil Company $29,611 Great Western Drilling Co. $24,657 Kyle Thompson $19,615 Pioneer Oil Company $16,200 Spero, Inc. $15,861 J.W. Blair, Inc. $7,950 NTD Manifest JV $7,735 Oilman's Pump and Supply $4,777 Citadel Oil & Gas Company $4,363 Oklahoma Tax Commission $4,065 Western Archaeological $3,608 Services, Inc. Stigler Milling Company $2,943 RIVER ROAD: Court to Consider Auction of InterContinental Today --------------------------------------------------------------- Kristina Doss at Dow Jones Daily Bankruptcy Review reports the Bankruptcy Court in Chicago will consider today whether to allow River Road Hotel Partners LLC's InterContinental Hotel Chicago O'Hare to be sold at auction. Ms. Doss reports that River Road Hotel said O'Hare River & Technology Hotel LLC has offered to kick off the bidding at auction with its $42 million offer. The Debtor proposes to reimburse O'Hare River & Technology Hotel for up to $250,000 in expenses if it's the successful bidder. The Debtor proposes to pay the lead bidder get $1.26 million if it loses at auction. According to Ms. Doss, citing court papers, O'Hare River & Technology Hotel is an entity expected to be comprised of Och-Ziff Real Estate Acquisitions LP, Blue Vista Capital Partners and Harp Group Inc. Harp's principal and sole shareholder, Peter G. Dumon, is one of River Road Hotel's principals and decision makers. Ms. Doss reports River Road Hotel has proposed using proceeds from the sale to pay administrative expenses, liens against its property and loans used to build the hotel. The Debtor owes more than $130 million under a loan used to help develop the hotel and owes more than $10 million under a loan used to build an addition to the hotel consisting of ballrooms and meeting rooms. About River Road Hotel and RadLAX River Road Hotel Partners LLC is the owner of the InterContinental Chicago O'Hare airport hotel. Affiliate RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles International Airport. Both are ultimately controlled owned by Harp Group. River Road and RadLAX filed Chapter 11 in Chicago in August 2009 (Bankr. N.D. Ill. Case No. 09-30029). Based in Oak Brook, Illinois, River Road listed assets of as much as $100 million and debt of as much as $500 million. SAINT VINCENTS: PC Ombudsman Wins Nod for Neubert as Counsel ------------------------------------------------------------ Daniel T. McMurray, the patient care ombudsman appointed in the Chapter 11 case of Saint Vincents Catholic Medical Centers of New York and its debtor affiliates, obtained the Court's authority to retain Neubert, Pepe & Monteith, P.C., as his counsel nunc pro tunc to April 16, 2010. Mr. McMurray has selected Neubert Pepe because its attorneys have substantial experience with complex reorganization cases and health care cases. Neubert Pepe will: (a) represent Mr. McMurray in any proceeding or hearing in the Bankruptcy Court, and in any action in other courts where the rights of the patients generally may be litigated or affected as a result of the Case; (b) represent and advise Mr. McMurray in connection with gaining access to patient records in accordance with Section 333 of the Bankruptcy Code and other relevant law to the extent applicable; (c) advice Mr. McMurray concerning the requirements of the Bankruptcy Code and Bankruptcy Rules and the requirements of the Office of the U.S. Trustee relating to the discharge of his duties under Section 333; (d) advise and represent Mr. McMurray concerning the effect on patients of a potential reorganization, sale of the Debtors' assets or closing of the Debtors' programs or facilities; and (e) perform other legal services as may be required under the circumstances of the Case in accordance with Mr. McMurray's powers and duties as set forth in the Bankruptcy Code. The Debtors will pay the firm's professionals up to $400 per hour. The Debtors will also reimburse the firm for its expenses. Mark I. Fishman, Esq., Neubert, Pepe & Monteith, P.C., in New York -- MFishman@npmlaw.com -- Card assures the Court that his firm does not hold or represent any interest adverse to the Debtors or their Chapter 11 estates, their creditors, or any other party-in- interest and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (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, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents 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. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Wins Nod of Stipulation with Aptium and BIMC ------------------------------------------------------------ St. Vincents Catholic Medical Centers and its units won the Court's approval of their stipulation with Aptium W. New York, Inc. and Beth Israel Medical Center, which stipulation authorizes them to perform all acts and consummate all transactions including: (a) transferring to BIMC their interests in the cancer care center located at 111 Eight Avenue, New York free and clear of all liens, claims and encumbrances; (b) consensually terminating their agreements with Aptium and settling related claims; (c) entering into new agreements with Aptium and BIMC; and (d) authorizing the payment of the investment bankers' transaction fee. Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, relates that one of the urgent matters commanding the Debtors' attention is the orderly transfer of the Hospital's various outpatient clinics and programs. Mr. Rogoff maintains that the Motion is precipitated by the pressing need to facilitate the transfer of the Debtors' interests in the Cancer Center to BIMC so that vital, life-saving treatments continue to be provided to the Debtors' existing cancer patients and to the Community at large. In furtherance of this goal, the Debtors seek Court approval of a Stipulation and Order that (i) consensually terminates the Debtors' agreements with the current Cancer Center operator, Aptium, so that Aptium can enter into new agreements with BIMC to operate the cancer care facility; (ii) resolves certain pre-petition and post-petition claims owed by the Debtors to Aptium; and (iii) authorizes the entry of new agreements with BIMC and Aptium to facilitate the foregoing transactions. Mr. Rogoff asserts that the termination agreement with Aptium avoids the potential rejection of the existing agreements, avoiding a potentially sizable claim for rejection damages. He tells the Court that in consideration for facilitating the transfer of the Debtors' interests in the Cancer Center's operations, BIMC will pay the Debtors $5 million. The Department of Health has indicated that it will issue emergency approval of BIMC's "Certificate of Need" application for authority to provide cancer care services. The Cancer Center The Cancer Center is a comprehensive outpatient cancer facility affiliated with the Hospital that provides cancer care, diagnosis, treatment and recovery, as well as counseling, nutrition, therapeutic and educational services. The Cancer Center's professionals include physicians and nurses trained in medical oncology, hematology, radiation oncology, surgical oncology, diagnostic radiology, psychiatry, and pathology. As of the Petition Date, approximately twenty-six physicians were employed at the Cancer Center. As a diagnostic and treatment center, the owner and operator of the Cancer Center is required to be licensed pursuant to regulations promulgated by the DOH. Prior to the Petition Date, the Debtors entered into a number of agreements with a well known cancer center operator, Aptium, to create a cancer treatment center whereby SVCMC supplied the necessary regulatory credentials and clinical staff, while Aptium provided, to the extent permitted by law, the development, consulting, administrative and other services to SVCMC with respect to the operation of the Cancer Center. Aptium provides the aforementioned services pursuant to these agreements: (1) Second Amended and Restated Consulting and Administrative Services Agreement effective as of April 11, 1996; (2) Sublease Agreement dated as of January 27, 1997, pursuant to which SVCMC agreed to sublease from Aptium the space at which the Cancer Center is located; (3) Development Agreement dated as of April 11, 1996, between SVCMC and Aptium; (4) Approvals Agreement dated as of April 11, 1996, between SVCMC and Aptium; (5) Network/Salicknet Agreement dated as of April 11, 1996, between SVCMC and Aptium; (6) Amended and Restated Implementation Agreement dated as of August 30, 2007; (7) Aptium/GE Intercreditor Agreement dated as of August 30, 2007; (8) Blocked Account Agreement dated as of September 18, 2007; and (9) Forbearance Agreement, dated as of February 16, 2010. Pursuant to the Aptium Agreement, the Debtors agree, among others: (a) to consensually terminate the Prepetition Documents; (b) that the Security Documents, and any other of the Prepetition Documents under which Aptium's first priority duly perfected security interest in and to the Cancer Center Receivables and Program Revenue arises, will each remain in full force and effect solely with respect to, and to the extent necessary to preserve Aptium's security interest in those Cancer Center Receivables and Program Revenue, and those agreements will be terminated only at that time all Cancer Center Receivables and Program Revenue have been fully collected; and (c) any obligations due from the Debtors to Aptium for services rendered prior to Transition Date will be recovered solely from the Program Revenue. The Debtors also seek to use the proceeds of the transfer to pay the fees of their investment banker, Cain Brothers & Company. A full-text copy of the Stipulation is available for free at http://bankrupt.com/misc/Vincents_AptiumBIMCstip.pdf About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (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, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents 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. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAMSONITE CORP: Unit Asks Court to Close Chapter 11 Case -------------------------------------------------------- Bankruptcy Law360 reports that Samsonite Corp.'s U.S. retail division Samsonite Company Stores LLC has asked a bankruptcy court to close its Chapter 11 case, saying that the few remaining unliquidated claims don't warrant keeping the case open. Mansfield, Mass.-based Samsonite Company Stores filed a motion for the entry of a final decree closing its Chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware, according to Law360. Samsonite Corp. is the worldwide leader in superior travel bags, luggage and accessories, combining notable style with the latest design technology and the utmost attention to quality and durability. In 2006 and 2007, the Company had sales of $1.1 billion and $1.2 billion, respectively. Offering superior travel bags, luggage and accessories, under the Samsonite, Samsonite Black Label, and American Tourister brands, Samsonite Company Stores LLC operates full-price and outlet stores in 38 states across the U.S. The Company is a wholly-owned subsidiary of Samsonite Corporation. As of July 31, 2009, Samsonite Company Stores leased 173 retail stores in the United States located in 38 states. It employs approximately 650 people and had sales of $112 million and $108.1 million in 2007 and 2008, respectively. As of July 31, 2009, it had $233 million in total assets and $1.5 billion in total liabilities. Samsonite Company Stores filed for Chapter 11 on September 2, 2009 (Bankr. D. Del. Case No. 09-13102). Attorneys at Young Conaway Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison LLP serve as bankruptcy counsel to the Debtor. Hilco Merchant Resources LLC is liquidation agent. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. U.S. Bankruptcy Judge Peter Walsh has confirmed a reorganization plan for Samsonite Company Stores. All creditors and interest holders are to recover 100% of their claims or interests. SEDONA DEV'T: Files List of 20 Largest Unsecured Creditors ---------------------------------------------------------- Sedona Development Partners, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a list of its 20 largest unsecured creditors, disclosing: Entity Claim Amount ------ ------------ Fennemore Craig 3003 N. Central Avenue Suite 2600 Phoenix, AZ 85012-2913 $251,696 Ballard Spahr Andrews & Ingersoll $44,788 Burch And Cracchiolo P.A. $49,902 Chalpin & Tom, Ltd. $14,274 Cities West Publishing Inc. $23,365 Cramer-Krasselt $419,402 David Johnson Creative Svc. Inc. $177,507 Duane Miller $20,000 Georgia Frontiere $60,000 Goldstein Golub Kessler LLP Rsm Mcgladrey Inc. 1185 Avenue Of The Americas New York, NY 10036 $109,800 Hack Holeman $20,000 Larson Allen 1201 S. Alma School Road Suite 14000 Mesa, AZ 85210 $100,494 Peterson Architecture $67,155 Schaller Construction Co., Inc. $ 70,013 Serving The Nation $22,000 Seven Canyons Road Assoc. $38,508 Seven Canyons Villa Assoc. $86,475 Sundt Construction $96,984 The Rachel P. Lunt Family Trust $69,754 Tom Weiskopf $70,000 Sedona, Arizona-based Sedona Development Partners, LLC, filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711). Philip R. Rudd, Esq., at Polsinelli Shughart PC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. SEDONA DEV'T: Section 341(a) Meeting Scheduled for July 19 ---------------------------------------------------------- The U.S. Trustee for Region 14 will convene a meeting of Sedona Development Partners, LLC's creditors on July 19, 2010, at 11:00 p.m. The meeting will be held at the U.S. Trustee Meeting Room, City Council Chambers, 201 South Cortez, Prescott, AZ. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Sedona, Arizona-based Sedona Development Partners, LLC, filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711). Philip R. Rudd, Esq., at Polsinelli Shughart PC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. SEDONA DEV'T: Taps Polsinelli Shughart as Bankruptcy Counsel ------------------------------------------------------------ Sedona Development Partners, LLC, and The Club At Seven Canyons, LLC, have asked for authorization the U.S. Bankruptcy Court for the District of Arizona to employ Polsinelli Shughart PC as bankruptcy counsel. Polsinelli Shughart will, among other things: a. prepare pleadings and applications and conduct examinations incidental to the administration of the bankruptcy case and estate; b. advise the Debtors of their rights, duties, and obligations under Chapter 11 of the Bankruptcy Code; c. take any and all other necessary action incident to the proper preservation and administration of the Chapter 11 estates; and d. advise the Debtors in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code, and the accompanying disclosure statement. Philip R. Rudd, Esq., an attorney at Polsinelli Shughart, says that the firm will be paid based on the hourly rates of its personnel: Partners $275-$600 Associates $220-$250 Paralegals $135-$145 Mr. Rudd assures the Court that Polsinelli Shughart the firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Sedona, Arizona-based Sedona Development Partners, LLC, filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711). The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. SEMINOLE HARD ROCK: Moody's Reviews 'B1' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service placed Seminole Hard Rock Entertainment, Inc.'s B1 Corporate Family and Probability of Default ratings on review for possible downgrade along with the company's B1 senior secured note rating. This rating action follows Moody's decision to place the ratings of the Seminole Tribe of Florida on review for possible downgrade. SHRE is a wholly owned subsidiary of the Tribe. The Tribe received a Notice of Violation from the National Indian Gaming Commission alleging that it is in violation of certain provisions of the Indian Gaming Regulatory Act, NIGC regulations, and the Tribe's gaming ordinance because it used net revenue realized from its gaming operations for purposes other than those permitted by the foregoing. While there is no contractual obligation for the Tribe to support SHRE, there is some positive ratings support given to the Tribe's financial strength and the strategic nature of SHRE to the Tribe's own operations. Additionally, of the Tribe's seven gaming and resort facilities in Florida, two are Hard Rock branded casinos, which account for a majority of SHRE's casino revenue. Given the operational and financial relationship between the Tribe and SHRE, any downgrade of the Tribe's ratings could also result in a downgrade of SHRE's ratings. The NIGC has requested that the Tribe take certain measures to correct the alleged violations within 60 days of the date of the NOV. Failure to resolve this issue could cause the NIGC to impose monetary penalties in an amount up to $25,000 per violation per day for any continuing violation, and could include temporary or permanent closure of one of the Tribe's gaming facilities. Ratings placed on review for possible downgrade: -- B1 Corporate Family Rating -- B1 Probability of Default rating -- B1 Senior secured note rating due 2014 The previous rating action for SHRE occurred on December 4, 2008 when Moody's changed the company's rating outlook to negative from stable and affirmed its existing ratings. Seminole Hard Rock Entertainment, Inc., is an owner-operator and franchisor of Hard Rock cafes, hotels and casinos throughout the world. The company is a wholly-owned subsidiary of the Seminole Tribe of Florida and generates annual revenues of approximately $550 million. SLAM MARKETING: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Slam Marketing, LLC 2180 SW 71 Terrace Davie, FL 33317 Bankruptcy Case No.: 10-25821 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Mark A Levy, Esq. 200 E Las Olas Blvd #1900 Ft. Lauderdale, FL 33301 Tel: (954) 522-2200 E-mail: mark.levy@brinkleymorgan.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Israel Discount Bank of $2,620,000 New York 18851 NW 29 Avenue Aventura, FL 33180 The petition was signed by Alan Akouka, company's president/CEO. SMURFIT-STONE: 200 Hollister Wants to File Late Proof of Claim -------------------------------------------------------------- 200 Hollister Associates LLC asks the Court for authority to file a late proof of claim aggregating $1,142,390 comprised of: (i) $67,000 for prepetition rent obligations; (ii) $1,064,000 for lease rejection damages; and (iii) $11,390 for environmental testing and remediation costs. Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP, in Wilmington, Delaware, relates that prior to the Petition Date, Hollister and the Debtors entered into a lease for a property located at 200 Hollister Road, in Teterboro, New Jersey. She notes that the term of the Lease was to expire on July 19, 2010. The Parties subsequently agreed to an early termination of the Lease after the Debtors comply with an obligation to restore the Property to the condition as it existed at the time of the commencement of the Lease, including environmental testing and remediation required by the New Jersey Department of Environmental Protection. They also agreed that the Debtors would pay Hollister an early termination fee equal to $1,016,123. The Debtors completed most of the restoration work but some restoration obligations remain outstanding, Ms. Miller says. She notes that due to the Debtors' unwillingness to complete the work, Hollister was forced to incur costs in the work's completion. Hollister Associates hired Property Solutions, Inc., a company that specializes in environmental assessments, investigations, and remediation services to perform soil sampling and testing. Property Solutions completed the testing at the site in April 2009, and submitted a written report to the NJDEP in late May 2009. Ms. Miller reveals that total costs and expenses incurred by Hollister Associates relating to environmental testing and sampling at the site were S11,390. Until the NJDEP declared that remediation was complete, Hollister Associates could not know with certainty the breadth of the investigation the NJDEP would require and the costs it might incur at the site, Ms. Miller contends. However, she adds that Hollister was well aware that the cost of testing and remediating environmental contamination can be substantial. Accordingly, Hollister Associates waited to file a proof of claim until the NJDEP issued a "No Further Action Letter" indicating closure of its investigation so that Hollister Associates could assert both a lease rejection claim and a claim for costs and expenses relating to environmental testing and sampling at the site, in one complete proof of claim. The Lease was subsequently rejected by the Debtors pursuant to their first omnibus motion to reject certain executory contracts and unexpired leases. Ms. Miller tells the Court that the notice of the Claims Bar Date was not sent to Hollister at its offices. She notes that it was mailed to Cassidy Turley f/k/a Colliers Houston & Co., the third- party manager of the Property. After receiving the NFA Letter, in mid-March 2010, Hollister asked its counsel to prepare a proof of claim that included both lease rejection damages and costs for environmental testing and sampling at the site. However, Hollister discovered that a Claims Bar Date had been established, and had passed. The Claims Bar Date expired on August 8, 2009. Hollister asks the Court to grant its request because the Debtors have long known that they would incur costs related to the Property. Ms. Miller notes that a portion of Hollister's claim, relating to prepetition Lease obligations, was scheduled by the Debtors, albeit at a lower dollar amount. She adds that if the Court allows Hollister to file its claim, the Debtors will have time to object to the claim on substantive grounds just as the Debtors continue to do with many other claims through the omnibus claims objection process. The Plan allows the Reorganized Debtors at least 90 days after the Plan is confirmed to object to claims, Ms. Miller further notes. Accordingly, she asserts that the timing of the filing will not prejudice the Debtors. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCoopers LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Receives Nod to Sell Coshocton Mill Energy Credits ----------------------------------------------------------------- Smurfit-Stone Container Corp. and its units won approval for the sale of certain renewable energy credits from their Coshocton Mill located in Coshocton, Ohio to First Energy Solutions Corp., pursuant to an "Agreement for the Purchase and Sale of Renewable Energy Credits." No objections were filed to the Debtors' request to sell the energy credits. The renewable energy credits, also commonly known as green tags, renewable energy certificates, renewable electricity certificates, and tradable renewable credits, at issue in the Agreement are owned by Debtor Smurfit-Stone Container Enterprises, Inc., and are produced by the Coshocton Mill. Renewable energy credits are tradable, non-tangible energy commodities that represent proof that one megawatt-hour of electricity was generated from an eligible renewable energy source. The renewable energy credits are statutory creations meant to encourage the development and use of renewable energy. According to James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, the Debtors have previously sold certain renewable energy credits pursuant to procedures established for the sale of de minimis assets. SSCE and First Energy entered into an agreement which outlined the terms of a renewable energy credit sale proposal and provided that the Parties would agree to negotiate in good faith a definitive purchase agreement, Mr. Conlan says. However, he notes that the Agreement is not final, and certain changes may be made before an agreement is formally executed. Pursuant to the Agreement, the Debtors will sell to First Energy no less than 180,000 Pennsylvania RECs for four dollars per Pennsylvania REC. Mr. Conlan says that if the Debtors obtain certification from the Ohio Public Utilities Commission that the Coshocton Mill qualifies as an "Eligible Renewable Energy Resource Generating Facility" within 12 months of the effective date of the Agreement, the Debtors will (i) sell an annual firm volume of 60,000 Ohio RERs for 2010, plus any additional RERs generated by the Coshocton Mill in 2010, and (ii) sell an annual firm volume of 60,000 Ohio RERs for 2011, plus any additional RERs generated by the Coshocton Mill in 2011. First Energy will pay $28 per unit for the Ohio RERs. If the Debtors obtain the Certification, the Debtors will sell 126,718 Ohio RERs, which will be converted from Pennsylvania RECs generated in 2008 and 2009. The RECs will be delivered in two parts, with an initial lump-sum delivery of Pennsylvania RECs generated from August 2008 though February 2010, and monthly deliveries thereafter based on volumes dependent on Coshocton Mill's generation schedules, fuel mix and plant operations. If the Certification is approved, the Debtors will receive on account of the Pennsylvania RECs and Ohio RERs between $6,908,104 and $8,308,104, depending on the extent the Coshocton Mill generates credits in excess of the annual firm volumes. Payments will be due within 10 business days of First Energy's receipt of confirmation from PJM. If the Certification is approved, the Debtors will receive on account of the Pennsylvania RECs and Ohio RERs between $6,908,104 and $8,308,104, depending on the extent the Coshocton Mill generates credits in excess of the annual firm volumes. Payments will be due within 10 business days of First Energy's receipt of confirmation from PJM Environmental Information Services, Inc., that the RECs have been delivered. For the purpose of providing collateral to First Energy, the Debtors agree to receive deferred payments based on certain formulas set in the Agreement. By virtue of the relatively clean nature of their paper mills, the Debtors have many valuable excess RECs, Mr. Conlan tells the Court. He asserts that the Debtors will benefit from the sale by infusing an initial sum of cash into their estates and enjoying various additional cash infusions throughout the term of the Agreement. Since the Agreement is based on the Coshocton Mill's future generation schedules, fuel mix and plant operations, there is flexibility in the amount of RECs Coshocton must produce in the future, Mr. Conlan further contends. He adds that the Agreement also assures a buyer and a price for the Ohio RERs, minimizing the risk of a downturn in the Ohio RER market from the date of the Court's order to the possible Certification. A copy of the Agreement is available for free at: http://bankrupt.com/misc/SmrftRenCredsAgmt.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCoopers LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Wants Plan Exclusivity until September 26 -------------------------------------------------------- By this motion, Smurfit-Stone Container Corp. and its units ask the Court that their current exclusive plan filing period be extended through and including July 26, 2010, and the current plan solicitation period through and including September 26, 2010. The Debtors also ask that the extensions be without prejudice to their right to seek additional extensions. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, asserts that cause exists for an extension of the Exclusive Periods because of the extensive litigation in recent months regarding the Debtors' Chapter 11 Plan of Reorganization, which makes it apparent that the Chapter 11 cases are highly complex. He notes that the Debtors have had nine days of confirmation hearings and have filed hundreds of pages of briefing and findings of fact and conclusions of law. Mr. Conlan contends that the Plan is confirmable in its current form. However, the Debtors require the ability to react to any issues raised by any decision ultimately rendered by the Court on the confirmation of the Plan. He further contends that by continuing exclusivity, any further process required as a result of the Court's ruling will be able to continue in a focused and efficient manner. The Debtors are not seeking the extension to delay administration of the Chapter 11 cases or to exert pressure on their creditors, Mr. Conlan assures the Court. He says that the Debtors' extension request is intended to maintain a framework conducive to an orderly, efficient and cost-effective confirmation process, and specifically, to be able to address any remaining confirmation issues that may arise, exclusive from the distractions and attendant costs that could flow from competing Chapter 11 plans of reorganization. If the Court denies the Debtors' Request, any party-in-interest would be free to propose a Chapter 11 plan for the Debtors and deny the Debtors a fair opportunity to confirm the Plan as currently filed and the ability to make any further modifications to the extent necessary, Mr. Conlan points out. He argues that the result would not advance the rehabilitative objectives of the Chapter 11 process, but would instead thwart those objectives because it could critically impair the Debtors' ability to successfully reorganize with no benefit to the Debtors' estates, creditors, employees, customers and other stakeholders. Mr. Conlan further contends that the filing of a competing Chapter 11 plan would undoubtedly lead to tremendous litigation costs to the Debtors' estates. The Court will convene a hearing on June 22, 2010, at 2:00 p.m. (ET) to consider the Debtors' request. Objections must be filed no later than June 14, 2010, at 4:00 p.m. (ET). Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Procedure for the District of Delaware, the Exclusive Periods will be automatically extended until the Court rules on the request. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCoopers LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SOUTHEAST TELEPHONE: Has Access to CTB's Cash until June 25 ----------------------------------------------------------- The Hon. Joseph M. Scott, Jr. of the U.S. Bankruptcy Court for the Eastern District of Kentucky extended Southeast Telephone, Inc.'s access to Community Trust Bank, Inc.'s cash collateral until June 25, 2010. The Debtor would use the money to fund its business operations, postpetition. As reported in the Troubled Company Reporter on November 12, 2009, the Debtor owes $3.4 million to CTB, which is secured by blanket liens on all assets. CTB agreed to extend the term of the cash collateral use. As adequate protection for any diminution in value of CTB's collateral, the Debtors will grant CTB a replacement lien and superpriority administrative claim which are subordinate to the fees of the U.S. Trustee and the carve-out for fees. The Debtor's right to use the cash collateral will expire (i) at the end of the term; (ii) in the event of a termination or suspension of the order; or (iii) in the event the Debtor is in default. Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a telecommunication business. The Company filed for Chapter 11 on Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731). Jamie L. Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC, represent the Debtor in its restructuring effort. In the Debtor's schedules, it said it has assets of at least $15,573,655, and total debts of $31,423,707. SOUTHEAST TELEPHONE: Has Plan Exclusivity until June 30 ------------------------------------------------------- The Hon. Joseph M. Scott, Jr., of the U.S. Bankruptcy Court for the Eastern District of Kentucky extended SouthEast Telephone, Inc.'s exclusive periods to file and solicit acceptances for the proposed Chapter 11 plan until June 30, 2010, and August 30, 2010, respectively. The Debtor is represented by: Delcotto Law Group PLLC Jamie L. Harris, Esq. E-mail: jharris@dlgfirm.com Laura Day DelCotto, Esq. E-mail: ldelcotto@dlgfirm.com 200 North Upper Street Lexington, KY 40507 Tel: (859) 231-5800 Fax: (859) 281-1179 Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a telecommunication business. The Company filed for Chapter 11 on Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731). In the Debtor's schedules, it said it has assets of at least $15,573,655, and total debts of $31,423,707. STERLING ESTATES: Gets Interim Nod to Use Cash Collateral --------------------------------------------------------- Sterling Estates (Delaware) LLC sought and obtained interim authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to use the cash collateral during the period May 24, 2010, through June 27, 2010. The Debtor requested that the Court authorize it to use certain cash and cash equivalents that allegedly serve as collateral for claims asserted against the Debtor and its property by Wells Fargo Bank, N.A., as Trustee for the registered holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-2, by and through its special servicer ORIX Capital Markets LLC (the Lender). The Debtor owns a manufactured home community in Illinois (the Property). The Property is subject to a purported first mortgage in favor of Lender purportedly securing a claim in the amount of $36,929,811.24. Pursuant to Lender's loan documents, the promissory note secured by said mortgage purportedly came due on May 1, 2010. At that time, the Debtor asserts that it was current with respect to debt service on the note. The Debtor attempted, without success, to engage the Lender in a discussion over a restructuring of the underlying mortgage indebtedness. Based upon the underlying loan documents of the Lender, the cash collateral issues in this Chapter 11 case relate to the rents generated at the Property. Eugene Crane, Esq., at Crane, Heyman, Simon, Welch & Clar, the attorney for the Debtor, explains that the Debtor needs the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/STERLING_ESTATES_budget.pdf In exchange for using the cash collateral: (i) Wells Fargo will be allowed to permit the lender to inspect the Debtor's books and records; (ii) the Debtor will maintain and pay premiums for insurance to cover its assets from fire, theft and water damage; (iii) the Debtor will make available to the lender evidence of that which constitutes its collateral or proceeds; and (iv) the Debtor will property maintain its assets in good repair and properly manage assets. Textron Financial Corporation objected to the Debtor's request to use cash collateral. Textron holds a security interest in 16 bmobile homes/manufactured homes in Illinois (the Textron Units). According to Textron, the debtor in Textron's transaction is not the Debtor, but rather Grouse, LLC, an entity which is not in bankruptcy, but which is controlled by the same persons that control the Debtor (Richard Klarchek). "Although, the Textron Units are not to be leased or rented, without Grouse, LLC first paying off the lien related to the particular unit, Grouse, LLC, and/or the Debtor may have leased and/or rented the unit in violation of the terms of agents between the parties. To the extent that the Debtor's cash collateral includes proceeds from such leases and/or rentals, such funds are not the assets of the Debtor and should be segregated. Moreover, to the extent the Debtor anticipates receiving funds in the future related to the Textron Units, then such funds are not the assets of the Debtor and must be kept separate and apart, and be paid to Textron," Textron said. The Court has set a final hearing for June 24, 2010, at 11:30 a.m. Textron is represented by Alex Darcy, Esq. -- adarcy@askounisdarcy.com -- at Askounis & Darcy, PC. About Sterling Estates Chicago, Illinois-based Sterling Estates (Delaware), LLC, a Delaware Limited Liability Company, dba Sterling Estates Manufactured Home Community, filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319). Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, 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. STYRON CORP: Moody's Assigns Corporate Family Rating at 'B2' ------------------------------------------------------------ Moody's Investors Service has assigned a B2 Corporate Family Rating to Styron Corp., as well as a B2 rating on its $1.04 billion senior secured first lien revolver and term loan ($240 million five year revolver and $800 million six year term loan). Proceeds from the transaction along with $640 million of cash equity, will be used to purchase the assets of Dow Chemical's Styron business. Dow will also receive a $75 million holdco PIK note and 7.5% of the common equity in Styron. The rating outlook is stable. Styron Corp. is owned by an affiliate of Bain Capital Partners. "Despite relatively strong pro forma credit metrics and a substantial asset base, Moody's B2 rating largely reflects the lack of detailed historical financial statements for the business, combined with the limited operating history as an independent entity," stated John Rogers Senior Vice President at Moody's. Styron's B2 CFR also reflects its narrow portfolio of commodity and quasi-commodity products, substantial exposure to volatile feedstock prices, limited organic volume growth, and the small size of its revolver. The company's credit profile is supported by a substantial cash equity investment by its sponsor, relatively strong pro forma credit metrics, leading market positions in three of its four product lines (polycarbonates is the exception), relatively stable volume demand due to the consumable nature of its products, and an experienced management team. Roughly 80% of Styron's revenues and capacity are in North America and Europe (includes proportional share of American Styrenics' capacity). Based on Moody's analysis of Styron's limited financial information combined with adjustments to reflect its status as a stand-alone entity, Styron's 2009 credit metrics are estimated be 4.2x Debt/EBITDA, 11% Retained Cash Flow/Debt and EBITDA/Interest of 3.1x. Moody's Standard Adjustments to Financial Statements include additional debt of over $200 million due to operating leases, pension liabilities and a $75 million holdco PIK note. Moody's adjustments also add roughly $16 million to pro forma 2009 EBITDA of roughly $225 million. Moody's believes that Styron's financial performance should meaningfully improve in 2010, absent large swings in benzene and butadiene market prices. The stable outlook reflects the positive impact from low leverage and strong credit metrics somewhat offset by Moody's concern over the potential for increased volatility in both benzene and butadiene prices due to low refinery utilization rates and the light feedstock slate used in U.S. ethylene production. If Styron's performance in its first full year of operation continues to support strong credit metrics, Moody's would likely raise the company's CFR to B1. There is limited downside to the ratings at the current time in absence of availability under the revolving credit facility falling below $50 million. Styron's liquidity is consistent with the B2 rating. Although management expects the revolver to be undrawn at closing, working capital requirements could easily reduce availability by $50-75 million. Moody's believe that the size of the revolver is small for a volatile commodity chemical producer with expected revenues of roughly $4.6 billion in 2010. Management intends to set up a $160 million accounts receivable facility in Europe to provide additional liquidity. Together these two facilities, plus meaningful levels of cash on the balance sheet would provide sufficient liquidity to support a rating commensurate with management's projections for credit metrics over the next several years. Ratings assigned: Styron Corp. * Corporate Family Rating at B2 * Probability of Default Rating at B2 * $240 million Guaranteed Senior Secured 1st lien revolver due 2015 at B2 (LGD3, 46%) * $800 million Guaranteed Senior Secured 1st lien term loan due 2016 at B2 (LGD3, 46%) This is Moody's initial rating action for Styron Corp. Styron Corp. is the world's largest producer of styrene butadiene latex and polystyrene, the largest European producer of synthetic rubber, and a leading producer of polycarbonate resins and blends. Styron had revenues of roughly $4.1 billion for the last four quarters ending March 31, 2010. STYRON CORP: S&P Downgrades Rating on Proposed Senior Debt to 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its ratings on Styron's proposed senior secured first-lien debt following the company's indication of an increase in the proposed first-lien term loan to $800 million from the previously planned $675 million. S&P lowered the issue rating to 'B+' from 'BB-' and revised the recovery rating to '3' from '2'. The 'B+' issue-level rating, which is the same as the corporate credit rating, and the '3' recovery rating indicate S&P's expectation of a meaningful recovery (50%-70%) in the event of a payment default. The proposed first-lien revolving credit facility remains unchanged at $240 million. The company no longer has plans to raise second-lien debt and S&P is withdrawing its issue-level and recovery ratings on the second-lien debt. Ratings are based on preliminary terms and conditions and subject to review of final documentation. Proceeds from the proposed debt along with other sources of funds including an equity contribution by an affiliate of Bain Capital Partners are expected to be utilized to fund the purchase of Styron from The Dow Chemical Co. (BBB-/Stable/A-3) for approximately $1.6 billion. For 2009, Styron's operations generated more than $3.5 billion in annual revenue from two segments. These are Emulsion Polymers, consisting of styrene butadiene latex and synthetic rubber and Plastics, consisting of styrenics and polycarbonates. Dow created its Styron unit in 2009 by combining certain assets including some of its SB latex, SB rubber, polystyrene, and polycarbonate assets. Included in the sale to Bain Capital is Dow's stake in a 50/50 joint venture, American Styrenics LLC, and possibly a stake in another 50/50 joint venture, Sumitomo Dow Ltd., which may be acquired post closing. The corporate credit rating on Styron is 'B+' and the outlook is stable. Ratings List Styron Corporate Credit Rating B+/Stable/-- Revised Ratings To From -- ---- Proposed $800 million first-lien term loan B+ BB- Recovery rating 3 2 Ratings Withdrawn To From -- ---- $125 million second-lien bank loan NR B- Recovery Rating NR 6 SYNOVUS FINANCIAL: Columbus Deal Cues Fitch to Withdraw Ratings --------------------------------------------------------------- Fitch Ratings has withdrawn its ratings on numerous banking subsidiaries of Synovus Financial Corporation following the company's multi-state charter consolidation into the Georgia- chartered Columbus Bank & Trust, Co., which has subsequently been renamed Synovus Bank. Consolidation of the company's two separately-chartered Tennessee banks is expected in the near future. No other ratings are affected by this rating action. With over $32 billion in assets, SNV is a diversified financial services holding company based in Columbus, GA. SNV provides a broad range of traditional consumer and commercial banking products and services throughout its southeast footprint. Fitch has withdrawn these ratings of SNV's subsidiaries: Athens First Bank & Trust Co. -- Long-term (Issuer Default Rating) IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Bank of Coweta -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Bank of North Georgia -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Bank of Pensacola -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB';' -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Bank of Tuscaloosa -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. CB&T Bank of Middle Georgia -- Long-term IDR at 'BB-'; -- Long-term Deposits to 'BB' -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Citizens Bank & Trust of West Georgia -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB';' -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Citizens First Bank -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Coastal Bank of Georgia -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Cohutta Banking Company -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Commercial Bank -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Commercial Bank & Trust Co. -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Community Bank & Trust of Southeast Alabama -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. First Commercial Bank -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. First Commercial Bank of Huntsville -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. First Community Bank of Tifton -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. First National Bank of Jasper -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. First State Bank and Trust Company of Valdosta -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Georgia Bank & Trust -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. National Bank of South Carolina -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; from 'C' -- Support at '5'; -- Support Floor at 'NF'. National Bank of Walton County -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Sea Island Bank -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Security Bank & Trust Company of Albany -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Sterling Bank -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Short-term Deposits at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Sumter Bank & Trust Company -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Synovus Bank of Tampa -- Long-term IDR at 'BB-'; -- Long-term Deposits at at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Tallahassee State Bank -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. Vanguard Bank & Trust Company -- Long-term IDR at 'BB-'; -- Long-term Deposits at 'BB'; -- Short-term IDR at 'B'; -- Individual at 'D'; -- Support at '5'; -- Support Floor at 'NF'. TALECRIS BIOTHERAPEUTICS: Grifols Deal Cues Moody's Outlook Shift ----------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Talecris Biotherapeutics Holdings' debt to developing from stable following the announcement that Talecris Biotherapeutics, Inc., will be acquired by Grifols SA of Spain for about $4.0 billion (including net debt). Talecris' ratings remain unchanged at this time. The developing outlook reflects uncertainty associated with the status of Talecris' outstanding debt assuming the transaction is completed. Moody's believe that this transaction is likely to trigger a change in control, but this would depend on how the deal is ultimately structured. Assuming this does result in a change in control, Moody's understand that bondholders have the option to put the bonds at 101%. If the acquisition closes, Moody's assessment will consider: (1) whether any Talecris debt remains outstanding; (2) if Grifols plans to guarantee this debt; or (3) if separate standalone financial statements for Talecris will be available. Moody's does not maintain a rating on Grifols. If all of Talecris' debt is taken out, or if there are no separate financial statements to be provided to assess non-guaranteed Talecris debt, the ratings would likely be withdrawn at close. Moody's last rating action on Talecris was taken on October 14, 2009, when Moody's upgraded Talecris' Corporate Family Rating to Ba3 from B2 in conjunction with its IPO and assigned a B1 to its new senior unsecured note offering. Ratings unchanged with a developing outlook: Talecris Biotherapeutics Holdings Corp. -- Corporate Family Rating at Ba3 -- PDR at Ba3 -- Senior unsecured notes at B1, LGD4, 65% -- Speculative grade liquidity rating at SGL-3 Talecris Biotherapeutics, Inc., is a leading global manufacturer of plasma-derived, protein-based products for individuals suffering from life-threatening diseases. Talecris began operations on April 1, 2005, when the US assets of Bayer AG's worldwide plasma derived products business were acquired by financial sponsors, Cerberus Capital Management and Ampersand Ventures. TENET HEALTHCARE: Terminates Discussions with Healthscope --------------------------------------------------------- Tenet Healthcare Corporation on Monday said it has withdrawn from preliminary discussions regarding a potential acquisition of the Australian private hospital operator Healthscope Limited (HSP.AX). Due to the sequence of events associated with the acquisition process, including the premature disclosure of non-public information regarding Tenet's preliminary interest in Healthscope, Tenet has been unable to complete the work necessary to thoroughly convey to shareholders the potential value, including the inherent risks and opportunities, of this transaction. Although the due diligence process has commenced, it is in the early stages and has not proceeded as quickly and completely as anticipated. Tenet has concluded that to eliminate a prolonged period of uncertainty and market speculation surrounding this possible transaction, it is best to withdraw from this process. As reported by the Troubled Company Reporter on June 2, 2010, Tenet confirmed it is engaged in preliminary discussions regarding a potential acquisition of Healthscope, the second largest private hospital corporation in Australia. Healthscope owns and operates 43 hospitals representing 15% of Australia's private hospital market. Healthscope also operates the country's third largest pathology business. Healthscope had an EBITDA margin of approximately 13.8% in 2009, and 11.1% revenue growth. The TCR also said John Kell at Dow Jones Newswires, citing a person familiar with the matter, reported U.S. private-equity heavyweight Kohlberg Kravis Roberts & Co. is also bidding for Healthscope. Mr. Kell relates each of Tenet's and KKR's bids values Healthscope at A$1.84 billion (US$1.56 billion). Dow Jones reported Healthscope is also being stalked by a private- equity consortium, which had offered A$1.82 billion. According to Dow Jones, another person familiar with the matter said the consortium that expressed interest in Healthscope includes Carlyle Group LP, TPG Inc. and Blackstone Group LP. Dow Jones also said research firm SIG Susquehanna said it was "a bit surprised" by the report of Tenet's interest in Healthscope, saying Tenet has been gaining traction in its U.S. turnaround, and that a change in strategy to incorporate a significant international component would be a material shift. Still, the firm said if Tenet was looking to return to international markets after a 15-year absence, Healthscope would be a logical platform acquisition. Dow Jones also related that J.P. Morgan said that with Tenet already at an 85% debt-to-capital ratio, a transaction of the reported size that relied heavily on debt would "seem to be a balance sheet stretch." About Tenet Healthcare Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- is a health care services company whose subsidiaries and affiliates own and operate acute care hospitals, ambulatory surgery centers and diagnostic imaging centers. The Company's balance sheet for March 31, 2010, showed $7.8 billion in total assets and $7.0 billion in total liabilities, for a $791.0 million total stockholder's equity. * * * Troubled Company Reporter said on March 17, 2010, Fitch Ratings has affirmed Tenet Healthcare Corp.'s ratings: Issuer Default Rating at 'B-'; Secured bank facility at 'BB-/RR1'; Senior secured notes at 'BB-/RR1'. Fitch has also upgraded Tenet's senior unsecured notes to 'B/RR3' from 'B-/RR4'. The upgrade is due to improved recovery prospects for note holders on the basis of a stronger post-restructuring EBITDA estimate. As reported by the Troubled Company Reporter on October 1, 2009, Standard & Poor's Ratings Services assigned its 'CCC' issue-level rating to hospital operator Tenet Healthcare's $345 million mandatory convertible preferreds. Net proceeds were used to repurchase $300 million worth of outstanding 9.25% senior notes due 2015. The mandatory convertible preferred stock will automatically convert to Tenet common stock on Oct. 1 2012. Standard & Poor's views the mandatory convertible preferred issuance as 100% debt for ratings purposes. S&P's corporate credit rating on Tenet is 'B', reflecting the company's struggles over the past several years with weak operating performance and operating cash outflow and highly leveraged financial position. Despite the successes to date of a multiyear turnaround effort, these factors remain key elements of the company's highly-leveraged financial risk profile and vulnerable business risk profile. Tenet's extensive efforts to effectuate a turnaround over several years has included large- scale management and governance changes, cost control initiatives, revamped physician recruitment and relationship strategies, and managed care contract renegotiations to improve pricing. Tenet's improving financial results and better patient admissions over the past two years indicate some measure of success of its efforts. Still, a consistent track record of positive free cash flow generation is not likely in the near term. The TCR said September 29, 2009, that Moody's Investors Service changed the rating outlook of Tenet Healthcare to positive from stable. Concurrently, Moody's affirmed Tenet's B3 Corporate Family and Probability of Default ratings. TFA II: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------- Debtor: TFA II LLC 115 Timberlachen Cr #2001 Lake Mary, FL 32746 Bankruptcy Case No.: 10-09811 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: David R. McFarlin, Esq. Wolff, Hill, McFarlin & Herron, P.A 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: dmcfarlin@whmh.com Scheduled Assets: $2,211,397 Scheduled Debts: $3,678,844 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flmb10-09811.pdf The petition was signed by Frank Cerasoli, managing member. TRIBUNE CO: Files Amended Plan of Reorganization ------------------------------------------------ BankruptcyData.com reports that Tribune Co. filed an Amended Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court. According to the Disclosure Statement, "The Plan sets forth the terms of the Debtors' reorganization and provides for the resolution of all Claims against and Interests in the Debtors. A central component of the Plan is the Global Settlement of all LBO- Related Causes of Action held by the Tribune entities, the Debtors' Estates and any Person that is deemed to grant the Releases in Section 11.2.2 of the Plan. Any distributions to be made pursuant to the Plan shall be on account of and in consideration of the Global Settlement, which upon the Plan's effective date, shall be fully binding and effective. By providing a complete resolution of the LBO-Related Causes of Action, the Global Settlement embodied in the Plan allows the Debtors to exit bankruptcy in a timely and efficient manner, unhampered by the enormous costs, distractions and likely damage to operations occasioned by years of litigation...The following Plan Treatment provides an overview of the treatment of different classes of Claims and Interests under the Plan, and reflects the allocation, pursuant to the Global Settlement, of (i) approximately 7.0% of total Distributable Value to the Holders of Senior Noteholder Claims and Other Parent Claims and (ii) approximately 1.4% of total Distributable Value to the Holders of General Unsecured Claims against Filed Subsidiary Debtors, resulting in the payment in full of these General Unsecured Claims, assuming the Allowed amount of such Claims does not exceed $150 million. The Debtors value the aggregate additional consideration to be provided to Holders of Senior Noteholder Claims, Other Parent Claims, and General Unsecured Claims against Filed Subsidiary Debtors pursuant to the Global Settlement at more than $510 million." A Plan confirmation hearing has been scheduled for August 16, 2010 with objections due by July 30, 2010. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIDIMENSION ENERGY: Taps Vinsons & Elkins as Bankruptcy Counsel ---------------------------------------------------------------- TriDimension Energy, L.P., TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE Operating GP LLC, and TDE Subsidiary GP LLC seek permission from the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ Vinson & Elkins LLP as their lead bankruptcy counsel. V&E previously represented the purchaser of TriDimension and the TriDimension Subsidiaries in April 2008. Since that transaction was accomplished, V&E has acted as company counsel to TriDimension in various corporate and litigation matters. In April 2010, the Debtors consulted and retained V&E to provide advice and representation concerning the restructuring of their financial affairs, their indebtedness to various entities, and their debtor and creditor relations generally. The Debtors desire to employ V&E as their attorneys to (a) give the Debtors legal advice with respect to the Debtors' powers and duties as debtors- in-possession, the continued operation of the Debtors' business, and the management of the Debtors' property; and (b) perform all legal services for the Debtors which may be necessary throughout the bankruptcy cases. Within the year prior to the Petition Date, the Debtors have paid V&E at least $538,632.91 in fees (including expenses) for services rendered, including, in connection with, the Debtors' restructuring efforts, including substantial work performed negotiating, preparing and documenting these cases. As of the Petition Date, V&E holds in its retainer account $64,820.31, less any amounts drawn down for fees and expenses. The funds will be held in such retainer account, subject to further Court order. The hourly rates of the V&E attorneys expected to perform legal services are $295 for the most junior associate who is likely work on these matters to $880 for the most senior partner who is likely to work on these matters. The standard hourly rate of the V&E paraprofessional expected to perform services range from $105 to $295. In addition, the Debtors have agreed to reimburse V&E for its out-of-pocket expenses for rendering such services. Rodney L. Moore, Esq., at Vinson & Elkins, disclosed that the firm's have represented certain creditors and interested parties of the Debtors in matters unrelated to the Debtors' bankruptcy cases. Vinson & Elkins may be reached at: William L. Wallander, Esq. Clayton T. Hufft, Esq. Beth Lloyd, Esq. VINSON & ELKINS LLP 3700 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 Tel: (214) 220-7700 Fax: (214) 999-7787 E-mail: pheath@velaw.com chufft@velaw.com blloyd@velaw.com About TriDimension Energy TriDimension Energy, L.P., and its operating subsidiaries, TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, and Ram Drilling, LP, are engaged in the acquisition, development, exploration, production, and sale of oil and natural gas in Louisiana and Mississippi. The Company leases approximately 165,218 gross acres of oil and gas property, and have proven reserves of approximately 5.1 million barrels of oil based on fourth quarter 2009 data. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). The Company has retained Vinson & Elkins LLP as their lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special counsel, FTI Consulting, Inc. as their financial advisors, and Stephens Inc. as their investment bankers. TRIDIMENSION ENERGY: Hires Ottinger Hebert as Special Counsel ------------------------------------------------------------- TriDimension Energy, L.P., TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE Operating GP LLC, and TDE Subsidiary GP LLC seek permission from the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ Ottinger Hebert, L.L.C. as Special Counsel and Conflicts Counsel. Ottinger handles regular ordinary course legal matters for the Debtors, including but not limited to, legal advice regarding oil and gas law and regulations and compliance therewith, and representation of the Debtors in various Louisiana state court disputes. Many of these services will continue and be needed by the Debtors during the pendency of these Cases. Stuart M. Simoneaud, Esq., a member at Ottinger, attests that his firm does not hold or represent any interest adverse to the Debtors or their estates with respect to the matters on which Ottinger is to be employed. Ottinger attorneys bill form $225 to $365 per hour. Legal assistants charge from $65 to $75 an hour. Ottinger currently holds a $10,000 retainer from the Debtors. Ottinger may be reached at: Stuart Simoneaud, Esq. 1313 West Pinhook Rd., Post Office Drawer 52606 Lafayette, LA 70505-2606 Tel: (337) 232-2606 Fax: (337) 232-9867 E-mail: smsimoneaud@ohllc.com About TriDimension Energy TriDimension Energy, L.P., and its operating subsidiaries, TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, and Ram Drilling, LP, are engaged in the acquisition, development, exploration, production, and sale of oil and natural gas in Louisiana and Mississippi. The Company leases approximately 165,218 gross acres of oil and gas property, and have proven reserves of approximately 5.1 million barrels of oil based on fourth quarter 2009 data. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). The Company has retained Vinson & Elkins LLP as their lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special counsel, FTI Consulting, Inc. as their financial advisors, and Stephens Inc. as their investment bankers. TRIDIMENSION ENERGY: Seeks to Hire BMC Group as Claims Agent ------------------------------------------------------------ TriDimension Energy, L.P., TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE Operating GP LLC, and TDE Subsidiary GP LLC seek permission from the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ The BMC Group, Inc., as claims and noticing agent. The Debtors estimate that there are in excess of 1,200 creditors and other parties-in-interest in the cases, many of which are expected to file proofs of claim. The distribution of notices, and the receipt, docketing, and maintenance of proofs of claim in these Cases would be unduly time consuming and burdensome for the Clerk's Office. Subject to the Court's approval, at the Debtors' or the Clerk's Office's direction, as the case may be, and in accordance with any court order in or rules applicable to the Debtors' Cases (including a court order authorizing the Claims Agent's engagement), the Claims Agent will, among other things (a) assist the Debtors, Vinson & Elkins LLP as counsel for the Debtors, or the Clerk's Office with noticing and claims docketing, and (b) assist the Debtors and their Counsel with the compilation, administration, evaluation and production of documents and information necessary to support a restructuring effort. About TriDimension Energy TriDimension Energy, L.P., and its operating subsidiaries, TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, and Ram Drilling, LP, are engaged in the acquisition, development, exploration, production, and sale of oil and natural gas in Louisiana and Mississippi. The Company leases approximately 165,218 gross acres of oil and gas property, and have proven reserves of approximately 5.1 million barrels of oil based on fourth quarter 2009 data. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). The Company has retained Vinson & Elkins LLP as their lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special counsel, FTI Consulting, Inc. as their financial advisors, and Stephens Inc. as their investment bankers. USA COMMERCIAL: $200,000 Payment to Bingham Found Fraudulent ------------------------------------------------------------ A federal judge has upheld a bankruptcy court's finding that a $200,000 payment USA Commercial Mortgage Co. made to law firm Bingham McCutchen LLP months before filing for bankruptcy constitutes a fraudulent transfer, Bankruptcy Law360 reports. Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba USA Capital -- http://www.usacapitalcorp.com/-- provides more than $1 billion in short-term and permanent financing to homebuilders, commercial developers, apartment owners and institutions nationwide. The Company and its debtor-affiliates filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev. Case Nos. 06-10725 to 06-10729). Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C., represent the Debtors in their restructuring efforts. Thomas J. Allison, a senior managing director at Mesirow Financial Interim Management LLC, has been employed as Chief Restructuring Officer for the Debtors. Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca LLP represent the Official Committee of Unsecured Creditors of USA Commercial Mortgage Company. Edward M. Burr at Sierra Consulting Group, LLC, gives financial advice to the Creditors Committee of USA Mortgage. Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick, Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M. Loraditch, Esq., at Beckley Singleton, Chartered, represent the Official Committee of Equity Security Holders of USA Capital Diversified Trust Deed Fund, LLC. FTI Consulting, Inc., gives financial advice to the Equity Committee of USA Diversified. Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola, Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC, represent the Official Committee of Equity Security Holders of USA Capital First Trust Deed Fund, LLC. Matthew A. Kvarda, at Alvarez & Marsal, LLC, gives financial advise to the Equity Committee of USA First. When the Debtors filed for protection from their creditors, they estimated assets of more than $100 million and debts between $10 million and $50 million. The Debtor's Chapter 11 plan of reorganization was confirmed on Jan. 8, 2007. VICKI STEPHENS: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Vicki Ann Stephens P.O. Box 714 North Little Rock, AR 72115 Bankruptcy Case No.: 10-14061 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court Eastern District of Arkansas (Batesville) Debtor's Counsel: Geoffrey B. Treece, Esq. Quattlebaum, Grooms, Tull & Burrow PLLC 111 Center St., Ste. 1900 Little Rock, AR 72201 Tel: (501) 379-1700 Fax: (501) 379-1701 E-mail: gtreece@qgtb.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 4 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/areb10-14061.pdf The petition was signed by Vicki Ann Stephens. W HOTEL: Two Units File for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Eric Convey of Business Journal of Boston says W Hotel entities, 30-32 Oliver Street Corp. and General Land Corp., filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Boston. A person familiar with the matter said the filing will have not impact on these companies' operations. WILLIAM BAYLES: Taking Bids for New Cannan, Conn., Property ----------------------------------------------------------- William H. Bayles, Jr., is accepting bids for the real property located at 599 North Wilton Road in New Canaan, Conn. Qualified bids for the Property are due by June 22, 2010, must equal $1,250,000 cash, are subject to higher and better bids and require bankruptcy court approval. For more details, contact the Debtor's lawyers: Douglas S. Skalka, Esq. NEUBERT, PEPE & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, CT 06510 Telephone: (203) 821-2000 E-mail: dskalka@npmlaw.com William H. Bayles, Jr., sought Chapter 11 protection (Bankr. D. Conn. Case No. 09-52029) on Oct. 9, 2009, and estimated assets and debts of less than $10 million at the time of the filing. WASHINGTON MUTUAL: Disc. Statement Hearing Adjourned Until June 17 ------------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware declined to make a ruling on the Disclosure Statement accompanying the Third Amended Joint Chapter 11 Plan of Reorganization of Washington Mutual, Inc., and WMI Investment Corp. at a June 3, 2010 hearing. The most recent set hearing on the adequacy of the Disclosure Statement was June 3. The Court made the decision in light of its consideration of the discovery requests put forward by WaMu's shareholders. Discovery requests on WaMu Inc.; JPMorgan Chase Bank, N.A., as the acquirer of Washington Mutual Bank; the Federal Deposit Insurance Corporation, and certain third parties were sought by an official committee of the Company's equity holders earlier in formal court papers. Under the discovery requests, the Equity Committee wants access to certain documents for a further investigation into the collapse of WaMu Bank. The Equity Committee also wants to look into a global settlement of claims among WaMu, JPMorgan and the FDIC, which serves as the focal point of WaMu's bankruptcy plan. At the June 3 hearing, Justin A. Nelson, Esq., at Susman Godfrey L.L.P., in Seattle, Washington, on behalf of the Equity Committee, said that WaMu, JPMorgan and the FDIC have disclosed "very little information" regarding access to documents that relate to WaMu Bank's failure as well as the Global Settlement Agreement, according to Reuters. Mr. Nelson held up a heavily redacted 238-page document from the FDIC, which he said was the only document the government agency turned over. "It reads like a classified version of the Kennedy assassination," Reuters quoted Mr. Nelson as saying. The Court heeded the shareholders' sentiments at the June 3 hearing and directed the conduct of further talks among the Equity Committee, WaMu, JPMorgan and the FDIC with respect to the discovery requests. Judge Walrath urged the parties "to try to resolve their disputes" and report to the Court on the result of those talks by June 17. The Court's recent ruling is a delay in the confirmation process of WaMu's cases. WaMu, however, has no choice but to make way for more consensual talks. Recent reports note that WaMu has agreed to meet with the shareholders. Consequently, the Disclosure Statement hearing is also further adjourned through the date the parties are to report back to the Court. The current version of the Disclosure Statement has been beset with numerous objections from shareholders and certain other parties. Judge Walrath has also hinted at the June 3 hearing of a possible reconsideration of an independent bankruptcy examiner in the WaMu case, according to The Associated Press. "Why should I not appoint an examiner which I will direct you will give everything?" Reuters quoted Judge Walrath as asking at the hearing, expressing frustration over WaMu lawyers who defended their refusal to provide documents to shareholders. The Court directed WaMu weeks ago to provide information to the Equity Committee, but refused to appoint an independent examiner to check on the fairness and reasonableness of the Global Settlement Agreement. Representing the Equity Committee, Mr. Nelson noted that he would submit a new request to the Court for an examiner appointment, Reuters noted. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. 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). WASHINGTON MUTUAL: Files Third Amended Plan & Disc. Statement ------------------------------------------------------------- Washington Mutual, Inc., and WMI Investment Corp. submitted to Judge Walrath a Third Amended Chapter 11 Plan of Reorganization and Disclosure Statement on June 2, 2010. WaMu President and Chief Executive Officer William C. Kosturos relates that the Third Amended Plan and Disclosure Statement are designed to address certain issues among the Plan proponents. Among the modifications noted in the Third Amended Plan and Disclosure Statement are items with respect to Reorganization Items, Rights Offering, Bank Bondholder Claims, D&O Policies, and litigation updates. Rights Offering, Reorganization Items The Third Amended Plan contemplates that 140,000,000 shares of duly authorized common stock will be issued by Reorganized WaMu as of the Effective Date, with a par value of $1 per share. Additional common stock to be issued as of the Effective Date will be 100,000,000, at par value of $1 per share. The previous version of the Plan contemplated that Reorganized WaMu was to issue 5,600,000 shares of reorganized common stock, and 4,000,000 share of additional common stock, at par value of $25 per share at the Effective Date. The Third Amended Plan also provides that more classes of claim are entitled to receive a share of the creditor cash or elect to receive shares of reorganized common stock. Specifically: -- Each holder of an Allowed Senior Notes Claim, Allowed Senior Subordinated Notes Claim, Allowed General Unsecured Claim, Allowed CCB-1 Guarantees Claim, and Allowed CCB-2 Guarantees Claim will be entitled to receive, on account of their Claim, their pro rata share of creditor cash and Liquidating Trust Interests; and -- Each holder of an Allowed Senior Notes Claim, Senior Subordinated Notes Claim, General Unsecured Claim, CCB-1 Guarantees Claim, and CCB-2 Guarantees Claim will be provided with the right to elect to receive Reorganized Common Stock in lieu of Creditor Cash or cash on account of Liquidating Trust Interests. In addition, each holder of an Allowed PIERS Claim will be entitled to receive on account of its Claim its pro rata share of Creditor Cash, Liquidating Trust Interests, and Reorganized Common Stock; provided, however, that each holder of an Allowed PIERS Claim will be provided with the right to elect to receive additional Creditor Cash, Cash on account of Liquidating Trust Interests, or Reorganized Common Stock, in lieu of Reorganized Common Stock, Creditor Cash or Cash on account of Liquidating Trust Interests. The Debtors also disclose that the number of outstanding shares of Series K Preferred Stock and Series R Preferred Stock has not changed since the Petition Date. Bank Bondholder Claims The Debtors specifically clarify under the Third Amended Plan that they reserve the right to, and intend to seek to, subordinate certain of the Bank Bondholder Claims pursuant to Section 510(b) of the Bankruptcy Code. Bank Bondholder Claims that are subordinated will receive the treatment contemplated by the Plan for holders of Allowed Subordinated Claims in Class 18. The Third Amended Disclosure Statement also reflects that certain Bank Bondholders have expressed their intention to challenge the Plan's proposed treatment of their claims. D&O Policies The Debtors disclose that the various director and officer liability insurance policies they have acquired in connection with indemnification obligations to their officers and directors provide $250 million in coverage, subject to certain terms and conditions. Litigation Updates The Debtors, in their Third Amended Plan, also apprise Judge Walrath with updates with respect to, among others: * the adversary action styled Official Committee of Equity Security Holders v. WMI, et al., litigated in the Bankruptcy Court; * the action commenced by Broadbill Investment Corp. against WaMu, litigated in the Bankruptcy Court; * an action filed by Michael Willingham and Esopus Creek Value L.P. against WaMu in the Superior Court of the State of Washington for the County of Thurston; and * the proof of claim, asserting tax liability, filed by the California Franchise Tax Board against WaMu in the Chapter 11 cases for $2,479,959,945. The Debtors also submitted to the Court a revised proposed approval order in light of the Third Amended Plan and Disclosure Statement. Full-text clean copies as well as blacklined versions of the WaMu Third Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/WaMu_3rdAmendedPlan.pdf http://bankrupt.com/misc/WaMu_Blacklined3rdAmendedPlan.pdf http://bankrupt.com/misc/WaMu_3rdAmendedDS.pdf http://bankrupt.com/misc/WaMu_Blacklined3rdAmendedDS.pdf Debtors Respond to DS Objections Denying many of the factual and legal assertions and characterizations contained in the objections to the approval of their Disclosure Statement accompanying their Chapter 11 Plan, as amended, the Debtors maintain that the Objections "should be overruled in their entirety." In an omnibus response delivered to the Court, the Debtors addressed issues raised by several parties-in-interest, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates. The Debtors filed a third amended version of their Chapter 11 Plan and Disclosure Statement on June 2, 2010 and in this light, specifically maintained that: (1) most of the Senior Notes Trustee's concerns have been resolved in the Third Amended Plan, concerning receipt of Reorganized Common Stock by Holders of Allowed Senior Notes Claims; (2) the Senior Notes Trustee's Objection regarding the proposed payment of JPMorgan Chase Bank, National Association to holders of REIT Series is "procedurally improper and immature;" (3) the status of the Global Settlement Agreement, as raised by the Washington Mutual Bank Noteholders Group, is "no longer relevant;" (4) the Noteholders' objections regarding the waiver of rights under the subordination provisions contained in the Plan, among other things, "are procedurally improper and immature;" (5) Wilmington Trust Company's objections on the adequacy of the Disclosure Statement "is quite vague and lack specifics;" (6) the concern of holders of Senior Notes issued by Washington Mutual Bank have been addressed, as financial information have been attached to the Third Amended Plan; (7) the Third Amended Disclosure Statement clarifies that the Debtors reserve the right to assert that the Bondholder Claims should be subordinated pursuant to Section 510 of the Bankruptcy Code; (8) the concerns of the Official Committee of Equity Security Holders have been resolved, as the Global Settlement Agreement, has been executed by all parties; (9) the Consortium of Trust Preferred Security Holders' request for disclosure of valuations of the Debtors' assets is no different than a request for additional disclosure regarding the merits of the Global Settlement Agreement; (10) the objections of the U.S. Trustee and the Pension Benefit Guaranty Corp. are procedurally improper and premature, as they are objections to the confirmation of the Third Amended Plan; (11) the concerns of the Official Committee of Unsecured Creditors are resolved in the Third Amended Disclosure Statement, with respect to disclosure of potential claims of the Debtors' estates against third parties; and (12) all parties were able to execute the Global Settlement Agreement, resolving the objection of the Federal Deposit Insurance Corporation. The Debtors also addressed the concerns of National Western Life Insurance Company and its affiliates; America National Insurance Company; Meltzer Investment and Walden Management Co. Pension Plan Policemen's Annuity and Benefit Fund and Doral Bank Puerto Rico; Ontario Teachers' Pension Plan Board; the California Department of Toxic Substances Control; CDTSC; BKK Joint Defense Group, Broadbill Investment Group; Nantahala Capital Partners, LP; Blackwell Partners, LP; individual common equity interest holders; and employees of Washington Mutual Bank, Mr. Collins avers. Mr. Collins adds that certain concerns raised Paulson & Co., Inc. and WTC have been addressed in the Third Amended Plan. A full-text copy of WaMu's Omnibus Response to the Disclosure Statement Objections is available for free at: http://bankrupt.com/misc/WaMu_DSObjOmnibusReply.pdf More Objections Filed More than 100 individual shareholders filed objections to the Disclosure Statement. They complain that the Disclosure Statement lack information critical to an understanding of the Proposed Global Settlement and thus, the Plan. Moreover, the Objecting Shareholders argue, the Debtors have been selling WaMu assets with blatant disregard for the true value of those assets. Separately, Donald Woo and Mallinath Suralikal expressed their disappointment over the Global Settlement Agreement, which, according to them, was created without the input of the Equity Committee. The FDIC, as receiver for Washington Mutual Bank noted that as the Disclosure Statement "remain[s] subject to continuing revisions," it may have objections with respect to the Disclosure Statement as it is revised prior to, at and possibly after the Disclosure Statement Hearing. Accordingly, the FDIC-Receiver reserves its rights as a party-in-interest to object to the Disclosure Statement. The hearing to consider approval of the Disclosure Statement has been adjourned to June 17, 2010. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. 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). WASHINGTON MUTUAL: Opposes Equity Panel's Rule 2004 Exam -------------------------------------------------------- Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, the Official Committee of Equity Security Holders for Washington Mutual Inc. asks Judge Walrath to direct the Debtors to (i) produce documents responsive to its documents requests; and (ii) respond to certain interrogatories on or before June 15, 2010. The Equity Committee specifically seeks, among other things: (1) Any analysis of the claims in the cases involving the Debtors and JP Morgan Chase or of the claims at issue in the Rule 2004 examination of JPMorgan that the Debtors conducted pursuant to a June 24, 2009 Court order; (2) Any analysis of claims against any current or former directors or officers of Washing Mutual Inc. or Washington Mutual Bank; and (3) Any analysis of any business tort claim against JPMorgan. The Debtors oppose discovery into their privileged communications and attorney work product. Representing the Debtors, Rafael X. Zahralddin-Aravena, Esq., at Elliott Greenleaf, in Wilmington, Delaware, asserts that the discovery request lodged by the Official Committee of Equity Security Holders must be denied for these independent grounds: * The request is undeniably for core, opinion attorney work product prepared for litigation intended to be kept confidential. At a minimum, core work product is under a "virtually absolute" protection that the Equity Committee cannot overcome. * The request is deficient because it relies on a "fiduciary exception" in In re Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970), to support its demand for privileged materials. The Garner case notes that "a shareholder can obtain privileged materials from the corporation on a showing of good cause." However, the Garner exception does not apply to the Debtors for these reasons: (1) The Garner exception is inapplicable to attorney work product; (2) The Equity Committee does not make the requisite threshold claim that the Debtors are breaching a fiduciary duty; and (3) The internal affairs doctrine dictates that state law is determinative, and Washington law does not recognize Garner and will not unless and until codified by state legislature. * Even if the Garner exception applies, the Equity Committee cannot show cause for the primary reason that a significant group of stakeholders -- the Debtors' creditors -- to whom the shareholders are subordinate to in bankruptcy do not support, and may be harmed by, the request. * Rule 502(d) of the Federal Rules of Evidence does not provide adequate assurance against waiver. If the Debtors are forced to disclose privileged material pursuant to Rule 502(d), they will be forced to withstand challenges in other proceedings pending across the country. In this light, the Debtors ask the Court to deny the Equity Committee's request. The Official Committee of Unsecured Creditors joins in the Debtors' objection. The Creditors Committee insists that granting the Equity Committee's request will harm creditors. "Any further delay in confirmation of the Plan and approval of the Global Settlement Agreement will harm creditors significantly," John H. Schanne, II, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, contends, counsel to the Creditors Committee. The Court scheduled a June 3, 2010 hearing for the request. At the hearing, the Court subsequently ordered the parties to engage in further talks to iron out their arguments. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. 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). WESTERN DAIRY: Taps Downey Brand to Handle Reorganization Case -------------------------------------------------------------- Western Dairy Specialties, LLC, and Nevada Resource Dynamics, LLC, ask the U.S. Bankruptcy Court for the District of Nevada for permission to employ Downey Brand LLP as counsel. Downey Brand will, among other things: -- prepare and file schedules, statement of financial affairs, and other related forms; -- represent the Debtors-in-possession at all meetings of creditors, hearings, and conferences, well as in any litigation arising in connection with the case; and -- prepare, file and present to the court a disclosure statement and plan of reorganization under Chapter 11 of the Bankruptcy Code. Sallie B. Armstrong, Esq., an attorney at Downey Brand, tells the Court that the firm received $55,000 retainer of which $35,086 was applied to prepetition services. The hourly rates of Downey Brand's personnel are: Ms. Armstrong, Esq., partner $390 Michelle Kazmar, associate $325 Donna Ellis, paralegal $135 Attorneys $170 - $425 Ms. Armstrong assures the Court that Downey Brand is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors propose a hearing on Downey Brand's employment on June 16, 2010, at 2:00 p.m. Ms. Armstrong can be reached at: Downey Brand LLP 427 West Plumb Lane Reno, NV 89509 Tel: (775) 329-5900 Fax: (775) 786-5443 About Western Dairy Specialties Reno, Nevada-based Western Dairy Specialties, LLC, filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. Nev. Case No. 10-50307). , who has an office in Reno, Nevada, 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. In their schedules, the Debtors disclosed $26,245,940 in total assets and $30,711,185 in total liabilities. WYNDHAM WORLDWIDE: Sol Melia Deal Won't Move Moody's 'Ba1' Rating ----------------------------------------------------------------- Moody's Investors Service said that Wyndham Worldwide Corporation's announcement that its Wyndham Hotel Group business unit has agreed to acquire the Tryp hotel brand from Sol Melia Hotels & Resorts does not impact the company's Ba1 Corporate Family Rating. Moody's last rating action on Wyndham was on February 22, 2010 when Moody's assigned a Ba1 rating to Wyndham's senior unsecured notes. Wyndham Worldwide Corporation operates in three segments of the hospitality industry -- lodging, vacation exchange and rentals, and vacation ownership. The company operates well known brand names such as, Wyndham Hotels & Resorts, Ramada, Days Inn, and RCI, among others. WOODCREST CLUB: Sells Property to Vicenza for $19 Million --------------------------------------------------------- The Hon. Dorothy T. Eisenberg of the U.S. Bankruptcy Court for the Eastern District of New York authorized The Woodcrest Club, Inc., to sell the real property to Vicenza Properties, LLC, or its assignee or designee for $19,000,000, free and clear of all liens, claims, judgments and encumbrances and security interests. The Debtor will sell the real property located at 225 Muttontown Eastwoods Road, Muttontown, New York, and the associated personal property as a prerequisite to the Debtor's ability to confirm and consummate a chapter 11 plan of liquidation. Jackson Development Group Ltd. will be granted a $280,000 termination fee to be paid at the closing of the sale. Headquartered in Syosset, New York, The Woodcrest Club, Inc., operates storage units. The Company filed for Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. E.D. N.Y. Case No. 09-79481). Kenneth P. Silverman, Esq., and Gerard R. Luckman, Esq., at Silverman Acampora LLP assist 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. ZALE CORP: Files Fiscal Third Quarter Report on Form 10-Q --------------------------------------------------------- Zale Corporation filed with the Securities and Exchange Commission its fiscal third quarter report on Form 10-Q, for the period ended April 30, 2010. Zale reported a net loss of $12,095,000 for the three months ended April 30, 2010, from a net loss of $19,545,000 for the same period in 2009. Zale reported a net loss of $65,152,000 for nine months ended April 30, 2010, from a net loss of $99,703,000 for April 30, 2009. Revenues were $359,843,000 for the three months ended April 30, 2010, from $379,110,000 for the same period in 2009. Revenues were $1,271,305,000 for the three months ended April 30, 2010, from $1,422,630,000 for the same period in 2009. As of April 30, 2010, the Company had total assets of $1,147,891,000 against total current liabilities of $337,297,000, long-term debt of $299,300,000, and other liabilities of $184,879,000, resulting in stockholders' investment of $326,415,000. Under an agreement with Citibank (South Dakota), N.A., Citibank provides financing for the Company's U.S. customers to purchase merchandise through private label credit cards. The agreement also enables the Company to write credit insurance. In December 2009, Citibank advised the Company of its intent not to renew the U.S. Merchant Service Agreement. As a result, the Citi Agreement will expire in March 2011. The agreement requires the Company to maintain a minimum volume of credit sales that the Company currently does not meet. In June 2009, Citibank provided a waiver associated with this covenant, which expired in March 2010. On March 8, 2010, the Company received written notice to terminate the Agreement on August 29, 2010, for failure to meet the required volume of credit sales, unless the Company pays Citibank approximately $6 million based on the shortfall to the minimum volume of credit sales on or before April 1, 2010. The Company said it is currently evaluating the available alternatives to determine whether it will make the $6 million payment. The Company is currently in exclusive negotiations with Citibank through June 15, 2010, to replace the Citi Agreement on or before it expires or is terminated. Through prior agreements dated March 29, 2010 and April 29, 2010, Citibank agreed to extend the April 1, 2010 payment deadline to May 31, 2010. On May 28, 2010, Citibank agreed to further extend the payment deadline until June 15, 2010. The discussions with Citibank are in the preliminary stages; therefore, the Company said it is unable to assess whether they will be successful. Conditions in the U.S. credit markets are volatile and it is unclear if, or under what terms, the Company will be able to secure a financing arrangement with Citibank or another provider for use by the Company's customers. Zale warned if it is unable to replace the Citi Agreement, its customers will have less credit available to them and its sales and earnings will be negatively impacted. Since some of the customers that would otherwise use the credit provided by Citibank may have alternative sources of credit or may pay in cash, it is impossible for the Company to quantify the likely impact. However, if the Company is unable to realize all of the sales currently financed under the Citi Agreement, the adverse consequences would be material and would likely impact the Company's ability to continue to operate. "In addition, were we to no longer have a private label credit card agreement with Citibank or some other provider in the U.S., we would no longer provide credit insurance, which generated revenues of $6.8 million in the U.S. for the nine months ended April 30, 2010. Customers use our financing agreement with Citibank to pay for approximately 40 percent of purchases in the U.S. In February 2010, Citibank advised us of its intention to tighten certain customer approval criteria and to close certain high risk accounts. This change will reduce the availability of credit to our customers, which will negatively impact our sales and earnings," Zale said. A full-text copy of the Company's Form 10-Q report is available at no charge at http://ResearchArchives.com/t/s?646b About Zale Corp. Dallas, Texas-based Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating roughly 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com and www.gordonsjewelers.com As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. * Ex-Ladenburg Bankers Launch Cassel Salpeter & Co. LLC ------------------------------------------------------- A team of investment bankers who worked for Ladenburg Thalmann & Company launched their own investment banking firm, Cassel Salpeter & Co. LLC, James S. Cassel -- jcassel@cs-ib.com -- the chairman of the start-up venture, reported. His colleague from Ladenburg and a name partner at the new firm Scott E. Salpeter -- ssalpeter@cs-ib.com -- will serve as president. The new firm will provide investment banking services with special emphasis on mergers and acquisitions, fairness opinions, valuations, corporate restructuring and financial advisory. Likewise, the Cassel Salpeter team will focus on serving those types of clients it has previously worked with so extensively: middle-market, public and privately-held companies. "Scott and I have proven to be a dynamic team, both at Capitalink and more recently as colleagues at Ladenburg Thalmann," said James Cassel. "We had a great run at Ladenburg, but leading a boutique investment banking firm is much closer to our roots and better allows us to provide independent, unbiased advisory services that leverage our knowledge, experience, and extensive contacts on behalf of our clients." "Between Jim and me, we have a huge network of professional advisors -- lawyers, accountants, private equity firms, and fellow investment bankers -- who have seen us in action and who respect the good work we do. As a result, the interest in our new firm, even at this nascent phase, has been reassuring and predictive of a very exciting future," said Scott Salpeter. In addition to Messrs. Cassel and Salpeter, Marcus Wai, formerly of Ladenburg Thalmann & Capitalink, has joined the firm as a vice president; and Chris Mansueto, formerly of Ladenburg Thalmann and Kaufman & Rossin, has joined the firm as an associate. The new company will be located at One Brickell Square in downtown Miami's Brickell Avenue corridor. The company's Web site address is http://www.casselsalpeter.com * Upcoming Meetings, Conferences and Seminars --------------------------------------------- June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 3, 2010 AMERICAN BANKRUPTCY INSTITUTE Atlanta Consumer Bankruptcy Skills Training Georgia State Bar Building, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 11-14, 2010 AMERICAN BANKRUPTCY INSTITUTE Hawai.i Bankruptcy Workshop The Fairmont Orchid, Big Island, Hawaii Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 14, 2010 AMERICAN BANKRUPTCY INSTITUTE ABI/NYIC Golf and Tennis Fundraiser Maplewood Golf Club, Maplewood, N.J. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 20, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Fordham Law School, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 23-25, 2010 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 1, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE ABI/UMKC Midwestern Bankruptcy Institute Kansas City Marriott Downtown, Kansas City, Kan. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Oct. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Chicago Consumer Bankruptcy Conference Standard Club, Chicago, Ill. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 15, 2010 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Hilton New Orleans Riverside, New Orleans, La. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 29, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium The Savoy, London, England Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. __, 2010 AMERICAN BANKRUPTCY INSTITUTE Delaware Views from the Bench and Bankruptcy Bar Hotel du Pont, Wilmington, Del. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Detroit Consumer Bankruptcy Conference Hyatt Regency Dearborn, Dearborn, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 9-11, 2010 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, a JW Marriott Resort & Spa, Scottsdale, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Jan. 20-21, 2011 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colo. Contact: 1-703-739-0800; http://www.abiworld.org/ January 26-28, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Distressed Investing Conference Aria Las Vegas Contact: http://www.turnaround.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 (tentative) AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: May 24, 2010 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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