/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100610.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 10, 2010, Vol. 14, No. 159 Headlines 30-32 OLIVER: Voluntary Chapter 11 Case Summary 143 LEWISVILLE: Section 341(a) Meeting Scheduled for July 2 143 LEWISVILLE: Taps Quilling Selander as General Counsel ACCREDITED HOME: Has Plan Exclusivity until July 21 ADVANTA CORP: Sells Long-Dated 'Zeros' for 75% of Accreted Value ADVANTA CORP: Court Extends Claims Bar Date until June 28 ADVANTA CORP: Has Until September 6 to File Chapter 11 Plan AGRIPROCESSORS INC: Ex-CEO Acquitted of Child Labor Charges AIROCARE INC: Section 341(a) Meeting Scheduled for July 8 ALTEGRITY INC: Kroll Deal Won't Affect Moody's 'B3' Rating AMBAC FINANCIAL: Warns It May Default on Debt This Year AMBAC FINANCIAL: Discloses Outstanding Single Risk Exposures AMERICAN INT'L: To Take Time to Explore Options for AIA AMERICAN INT'L: Bernanke Believes Firm to Repay Bailout ANCHORAGE SPORTSPLEX: Files for Chapter 11 Bankruptcy in Alaska ARLINGTON HILLS: Case Summary & 12 Largest Unsecured Creditors ATP OIL: S&P Downgrades Rating to CCC+/Negative/-- BADGER DRILLING: Case Summary & 3 Largest Unsecured Creditors BANK OF AMERICA: Countrywide to Pay $108MM to Settle FTC Charges BARCALOUNGER CORP: To Hold Auction for Assets on August 16 BEAR ISLAND: Asks for Plan Exclusivity Extension BLACK CROW: GECC Appeals DIP Financing Approval BLOCKBUSTER INC: Glass Recommends Vote 'For' 7 Director Nominees BLOCKBUSTER INC: Noteholders Offer Financing for Chapter 11 BLUE SKY: Bankr. Administrator Wants Case Dismissed or Converted BLUMENTHAL PRINT: PBGC Takes Responsibility for Pension Plan BP PLC: Oil Spill Prompts Calls for Bankruptcy, Receivership CAMP COOLEY: Has Exclusive Right to File Plan until June 21 CANWEST GLOBAL: Unsecured Creditors Meeting Adjourned to June 14 CARVER YACHTS: Obtains $1.5 Million Loan to Create Jobs CENTRAL FALLS, R.I.: Court Holds Hearing for Permanent Receiver CENTRAL METAL: Court Continues Plan Outline Hearing until July 22 CHENIERE ENERGY: To Add Liquefaction Capabilities at Sabine Pass CHINA HEALTH: Wong Yuen Yee Resigns as Director CHRYSLER LLC: New Chrysler Slashes Production Cost for Vehicles CHRYSLER LLC: Reasonably Positioned for Growth, Says Treasury CHRYSLER LLC: Sen. Durbin Pushes for Belvidere Plant Expansion CIRCUIT CITY: Judge Denies Class Treatment of Proofs of Claim CITIGROUP INC: Files Annual Reports for 401(k) Plans CITY CAPITAL: Chief Operating Officer Connor Elected as Director COHARIE HOG: Wants Until July 14 to Propose Chapter 11 Plan COLONIAL BANCGROUP: Asks for Plan Exclusivity until August 20 CONCORD CAMERA: Files Form S-8 POS to Cancel Shares Offering COOPER-STANDARD: Looking for Acquisitions after Bankruptcy Exit CORNERSTONE DIAMONDS: Reaches Settlement with Secured Lender DBSD NORTH AMERICA: Gets Longer Exclusivity After Confirming Plan DEER VALLEY: Files Schedules of Assets and Liabilities DEER VALLEY: Taps Deer Donald W. Powell as Bankruptcy Counsel DEER VALLEY: U.S. Trustee Unable to Form Creditors Committee DOLLAR GENERAL: S&P Raises Corporate Credit Rating to 'BB' DRUG FAIR: Wins Confirmation of Liquidating Plan DUNE ENERGY: Annual Stockholders Meeting Moved to June 18 EAST CAMERON: Plan Outline Hearing Continued until June 22 ELBA ANDRADE: Case Summary & 14 Largest Unsecured Creditors ENPRO INDUSTRIES: Gets Waiver of Default from Garlock Bankruptcy EXELTECH AEROSPACE: Bombardier Plans to Acquire Hangar FRASER PAPERS: Delays Filing of First Quarter Financials FREDDIE MAC: Amends Bylaws to Revise Notice Provisions GARLOCK SEALING: EnPro Conf. Call Discusses Asbestos Claims GARLOCK SEALING: EnPro Industries May Record Gain in Q2 GARLOCK SEALING: Proposes Asbestos Claimants' Notice Procedures GARLOCK SEALING: Seeks July 20 Extension for Schedules GARLOCK SEALING: EnPro Has Interim Injunction for Asbestos Suits GENERAL GROWTH: May Turn Over 13 Properties Upon Emergence GENERAL GROWTH: Phase II Mall, 5 Others Emerge from Ch. 11 GENERAL GROWTH: Sticks with Brookfield's Offer for Plan GENERAL LAND: Voluntary Chapter 11 Case Summary GOLDBERG-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Panel GOLDSPRING INC: Gets FINRA Approval for Reverse Stock Split GRAHAM PACKAGING: Lennox Replaces Sudan as Food & Bev Chief GULF FLEET: Thoma-Sea Challenges Non-Appointment to Committee HARRAH'S ENTERTAINMENT: Files Prospectus for Resale of Notes HARRAH'S ENTERTAINMENT: Paulson, Apollo & TPG Ink Investment Deal HARTMARX CORP: Wins Nod of Settlement with Lenders HELIX ENERGY: S&P Downgrades Rating to B/Negative/-- HENRY MARINE: Voluntary Chapter 11 Case Summary HERCULES OFFSHORE: S&P Downgrades Rating to B-/Negative/-- HIT ENTERTAINMENT: Moody's Affirms 'B3' Corporate Family Rating HOLDINGS GAMING: S&P Downgrades Default Rating to 'Caa3/LD' HOLLAND & HOLLAND: Case Summary & 18 Largest Unsecured Creditors HOLLEY PERFORMANCE: Wins Confirmation of Chapter 11 Plan HORNBECK OFFSHORE: S&P Downgrades Rating to B+/Negative/-- JONES APPAREL: $180 Mil. Expense Won't Affect Moody's 'Ba2' Rating K-V PHARMACEUTICAL: Sets Record Date for Stockholder Action KC'S PUB: Dram Shop Coverage Not Required for Chapter 11 Debtor LEAP WIRELESS: Russ Merbeth to Lead New Cricket Operations LEHMAN BROTHERS: Seeks $255MM to Protect Park Avenue Investment LEHMAN BROTHERS BANKHAUS: Holds 4.9% of Electronic Sensor Shares LEVEL 3: Exchange Offer for 10% Notes to Expire July 6 LIONS GATE: Icahn Group to Acquire Firm's Common Shares LNR PROPERTY: Vornado & Other Creditors to Acquire Stake LODGENET INTERACTIVE: Victorian Capital Holds 2.90% of Shares LTV STEEL: National Union Denied Expenses for Workers' Claim MAJESTIC LIQUOR: Case Summary & 20 Largest Unsecured Creditors MAMMOTH HENDERSON: Plan Outline Hearing Continued until July 28 MEDICAL STAFFING: Forbearance Moved to June 30; May Seek Ch. 11 MEDSCI DIAGNOSTICS: Case Summary & 20 Largest Unsecured Creditors MSJ INVESTMENT: U.S. Trustee Wants Case Dismissed or Converted NEFF CORP: Reveals DIP Lender Fees to Resolve US Trustee Complaint NEOSE TECHNOLOGIES: Discloses Final Liquidating Distribution NEW YORK TIMES: Circulation Holding Up to WSJ Assault NORTEL NETORKS: Closes Sale of CVAS Business to Genband NORTEL NETORKS: Courts Approve Sale of CALA GSM Biz NORTEL NETORKS: Proposes to Probe Verizon on $11.2MM Claim NORTH AMERICAN PETROLEUM: Org. Meeting to Form Panel on June 10 NUTRACEA: Appoints New Chief Financial Officer OSI RESTAURANT: Could Not to Find Buyer for Outback Overseas PACIFIC ETHANOL: 4 Plants Win Approval of Reorganization Plans PACIFIC ETHANOL: Units to Emerge from Ch. 11 at End of June PAYNES KNOB: Voluntary Chapter 11 Case Summary PENN TRAFFIC: U.S. Trustee Objects to Bonuses PERFORMA ENTERTAINMENT: Files for Ch. 11 Bankruptcy in Tennessee PFF BANCORP: Reaches Deal with FDIC to Put Tax Refunds into Escrow PHOENIX FOOTWEAR: Stockholders Elect Six Nominees for Directors PLANET ORGANIC: Ontario Court OKs Sale of Assets to Catalyst PROTECTION ONE: GTCR Completes Acquisition REDWINE AVIATION: Case Summary & 2 Largest Unsecured Creditors REDWINE KINTA: Case Summary & Largest Unsecured Creditor REDWINE OIL: Case Summary & Largest Unsecured Creditor REVLON INC: RCPC Offers to Exchange Old 9-3/4% Notes Due 2015 REVLON INC: Reports Results of June 3 Stockholders' Meeting REVLON INC: Stockholders Approve Re-Election of 11 Directors RICCO INC: Promises to Pay Primary Loan from Sale Proceeds RIGGING & WELDING: Final Cash Collateral Hearing Set for June 17 RIVER ROAD: Court to Consider OK of Auction of InterContinental RIVIERA HOLDINGS: Raises Annual Salary of Marchionne & Simons ROBIN ARBURY: Case Summary & 20 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Founder Gets 50-Year Prison Sentence SAINT VINCENTS: Trust Monitor Files Adversary Case Against Lender SALPARE BAY: Files for Chapter 11 Bankruptcy in Oregon SALPARE BAY: Case Summary & 20 Largest Unsecured Creditors SENCORP: Plan's Non-Consensual Third-Party Releases Rejected SILICON GRAPHICS: Appeals Court Rejects AMD License Defense SINCLAIR BROADCAST: Shareholders Approve Term of Bonus Program SMURFIT-STONE: Enters Into Long-Term Packaging Deal with Calavo SMURFIT-STONE: Termination Date of Calpine Cash Use Extended SOUTH BEACH SECURITIES: 7th Cir. Says Dismissal Was Appropriate SPANSION INC: Settles WARN Lawsuit for $8.57 Million SPECIALTY PRODUCTS: Organizational Meeting to be Held on June 10 SPHERIS INC: Sells Notes for More Than Redemption Price STATION CASINOS: Disclosure Statement Hearing Moved to July 15 STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work STATION CASINOS: Revises Rules for August 6 Auction for All Assets STERLING FIN'L: Discloses Pending Appointment of Credit Officer SUNRISE SENIOR: Registers 2.5MM Shares under 2008 Incentive Plan SPHERIS INC: Sells Notes for More Than Redemption Price STATION CASINOS: Disclosure Statement Hearing Moved to July 15 STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work STATION CASINOS: Revises Rules for August 6 Auction for All Assets TEXAS RANGERS: Hires AlixPartners LLP as Claims and Notice Agent TEXAS RANGERS: Seeks Court Okay to Hire Weil Gotshal as Counsel TEXAS RANGERS: Taps Perella Weinberg as Financial Advisor TEXAS RANGERS: U.S. Trustee Forms 3-Member Creditors Committee TIMOTHY JOHN: Files Schedules of Assets & Liabilities TIMOTHY HEILMAN: Gets Court's Final Nod to Use Cash Collateral TIMOTHY HEILMAN: Gets Final Okay to Obtain DIP Financing TOUSA INC: Proposes Reflection Lakes Settlement TOUSA INC: Proposes to Terminate 401(k) Pension Plan TOUSA INC: Wants to Extend Incentive Plan for Remaining Staff TP INC: Has Until June 29 to Propose Chapter 11 Plan TRIBUNE CO: CNLBC Claims Bar Date Set for July 26 TRIBUNE CO: To Present Plan for Confirmation on August 16 UAL CORP: United Reports May 2010 Operational Performance US AIRWAYS: Appeals Court Rules in Favor of Pilots US AIRWAYS: Live Webcast of Annual Shareholders Meet Today US AIRWAYS: Seeks Dismissal of Holcombe's Remand Claims USEC INC: Noble Group Acquires 5.13% Equity Stake VERENIUM CORPORATION: Gerald Haines to Resign as Exec. Vice Pres. VINCENT COLBERT: Case Summary & 20 Largest Unsecured Creditors WASHINGTON MUTUAL: FDIC Opposes Equity Panel's Rule 2004 Exam WASHINGTON MUTUAL: JPM Opposes Equity Panel's Rule 2004 Exam WASHINGTON MUTUAL: Shareholders Re-File Request for Examiner WASHINGTON MUTUAL: U.S. Trustee Appeals Examiner Denial Order WATSON PHARMACEUTICALS: Moody's Lifts Senior Note Rating From Ba1 WILLIAM K HAINES: Has Until July 14 to File Reorganization Plan YL WEST: U.S. Trustee Forms 5-Member Creditors Committee ZALE CORPORATION: To Remove Common Stock Fund * Bankrupt Lawyers Can't Erase Contempt Debt, Appeals Court Says * Hedge Fund Liquidations Rise Despite Gains, HFR Says * "Retailers at a Crossroads," CIT's Feinberg Reports * Focus Management Adds Anthony Wolf as Managing Director * Two Restructuring Pros Join Willkie Farr * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 30-32 OLIVER: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 30-32 Oliver Street Corporation 200 Newbury Street, 4th Floor Boston, MA 02116 Bankruptcy Case No.: 10-16173 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney 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 Company did not file a list of creditors together with its petition. The petition was signed by Carol S. Parks. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- The 131 Arlington Street Trust, 10-16177 06/04/10 a Massachusetts business trust Assets: $1,000,001 to $10,000,000 Debts: $100,000,001 to $500,000,000 General Land Corporation 10-16174 06/04/10 Assets: $1,000,001 to $10,000,000 Debts: $100,000,001 to $500,000,000 100 Stuart Street, LLC 10-14534 04/28/10 Auto Sales & Service, Inc. 10-14528 04/28/10 Frank Sawyer Corporation 10-14533 04/28/10 General Trading Company 10-14532 04/28/10 SW Boston Hotel Venture, LLC 10-14535 04/28/10 143 LEWISVILLE: Section 341(a) Meeting Scheduled for July 2 ----------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of 143 Lewisville Partners, LLC's creditors on July 2, 2010, at 10:30 a.m. The meeting will be held at 2000 E. Spring Creek Parkway, Plano, TX 75074. 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. Plano, Texas-based 143 Lewisville Partners, LLC, filed for Chapter 11 bankruptcy protection on May 29, 2010 (Bankr. E.D. Tex. Case No. 10-41789). Kenneth A. Hill, Esq., at Quilling, Selander, Cummiskey & Lownds, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. 143 LEWISVILLE: Taps Quilling Selander as General Counsel --------------------------------------------------------- 143 Lewisville Partners, LLC, has asked for authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Quilling, Selander, Cummiskey & Lownds, P.C., as general counsel. QSC&L will: (a) furnish legal advice to the Debtor with regard to its powers, duties and responsibilities as a debtor in possession and the continued management of its affairs and assets under Chapter 11; (b) prepare applications motions, answers, orders, reports and other legal papers; (c) prepare a disclosure statement and plan of reorganization and other services incident thereto; and (d) perform other legal services for the Debtor which may be necessary in the case. QSC&L will be paid based on the hourly rates of its personnel: Shareholders $275-$375 Associates $150-$275 Paralegals $100-$125 Kenneth A. Hill, a shareholder at QSC&L, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Plano, Texas-based 143 Lewisville Partners, LLC, filed for Chapter 11 bankruptcy protection on May 29, 2010 (Bankr. E.D. Tex. Case No. 10-41789). The Company estimated its assets and debts at $10,000,001 to $50,000,000. ACCREDITED HOME: Has Plan Exclusivity until July 21 --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Accredited Home Lenders Holding Co. sought and obtained an extension of the exclusive right to propose a Chapter 11 plan until July 21. The Official Committee of Unsecured Creditors consented to the extension. The Company previously said it's near the filing of a Chapter 11 plan incorporating a settlement where the owner Lone Star Funds would pay $10.5 million cash. About Accredited Home Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at Hunton & William LLP, represent the Debtors as counsel. Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel. Kurtzman Carson Consultants is the Debtors' claims agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the official committee of unsecured creditors as co-counsel. Neil R. Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott Greenleaf, represent the Committee as Delaware and conflicts counsel. According to its bankruptcy petition, Accredited Home's assets range from $10 million to $50 million and its debts from $100 million to $500 million. Accredited sold the mortgage servicing business in July 2009. ADVANTA CORP: Sells Long-Dated 'Zeros' for 75% of Accreted Value ---------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Advanta Corp. won approval from the bankruptcy judge to sell long-dated zero-coupon bonds at a fraction of face value. Advanta was holding $1.49 million in face amount of zero-coupon subordinated bonds issued by the Delaware State Housing Authority. The authority offered to repurchase the bonds for $346,000, representing 75% of their $457,000 accreted value. According to the report, Advanta also received from the bankruptcy judge a Sept. 6 extension of the exclusive right to propose a Chapter 11 plan. About Advanta Corp. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. In June 2009, the Federal Deposit Insurance Corporation placed significant restrictions on the activities and operations of Advanta Bank Corp., a wholly owned subsidiary of the Company, as the Bank's capital ratios were below required regulatory levels. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank Corp. The petition says that Advanta Corp.'s assets totaled $363,000,000 while debts totaled $331,000,000 as of Sept. 30, 2009. ADVANTA CORP: Court Extends Claims Bar Date until June 28 --------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended from May 14, 2010, to June 28, 2010, the deadline for any individual or entity to file proofs of claim against Advanta Corp. and its debtor-affiliates. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. In June 2009, the Federal Deposit Insurance Corporation placed significant restrictions on the activities and operations of Advanta Bank Corp., a wholly owned subsidiary of the Company, as the Bank's capital ratios were below required regulatory levels. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank Corp. The petition says that Advanta Corp.'s assets totaled $363,000,000 while debts totaled $331,000,000 as of Sept. 30, 2009. ADVANTA CORP: Has Until September 6 to File Chapter 11 Plan ----------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended Advanta Corp. and its debtor- affiliates' exclusive periods to file and solicit acceptances for a Chapter 11 plan until September 6, 2010, and November 3, 2010, respectively. The Debtors would use the additional time to work with the Committee to formulate a consensual Chapter 11 Plan. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. In June 2009, the Federal Deposit Insurance Corporation placed significant restrictions on the activities and operations of Advanta Bank Corp., a wholly owned subsidiary of the Company, as the Bank's capital ratios were below required regulatory levels. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank Corp. The petition says that Advanta Corp.'s assets totaled $363,000,000 while debts totaled $331,000,000 as of Sept. 30, 2009. AGRIPROCESSORS INC: Ex-CEO Acquitted of Child Labor Charges ----------------------------------------------------------- Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports that former Agriprocessors executive Sholom Rubashkin has been acquitted of charges that he allowed minors to work at his kosher meatpacking plant, the first legal victory he's scored in a long time. After a five-week trial in an Iowa state court and 12 hours of deliberations, a seven-person jury on Monday cleared Mr. Rubashkin of the 67 misdemeanor charges in a verdict that made Rubashkin crack a smile in court and drew the praise of his defense attorneys. About Agriprocessors Inc. Headquartered in Postville, Iowa, Agriprocessors Inc. -- http://www.agriprocessor.com/-- operated a kosher meat and poultry packing processors located at 220 North West Street. The Company maintains an executive office with 50 employees at 5600 First Avenue in Brooklyn, New York. The Company filed for Chapter 11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08- 47472). The case, according to McClatchy-Tribune, has been transferred to Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, represents the Company in its restructuring effort. In its petition, the Company listed assets of $100 million to $500 million and debts of $50 million to $100 million. Agriprocessors Inc.'s reorganization case has been converted to liquidation under Chapter 7, at the consent of the Chapter 11 trustee appointed to take over the estate. The Chapter 11 trustee will now serve as trustee in the Chapter 7 case to liquidate the Debtor's remaining assets and provide distributions to creditors. AIROCARE INC: Section 341(a) Meeting Scheduled for July 8 --------------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of AirOcare, Inc.'s creditors on July 8, 2010, at 10:30 a.m. The meeting will be held at the Office of the U.S. Trustee (Chapter 11), 115 South Union Street, Suite 208, Alexandria, Virginia. 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. Dulles, Virginia-based AirOcare, Inc., filed for Chapter 11 bankruptcy protection on May 29, 2010 (Bankr. E.D. Va. Case No. 10-14519). Lawrence Allen Katz, Esq., at Venable LLP, 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. ALTEGRITY INC: Kroll Deal Won't Affect Moody's 'B3' Rating ---------------------------------------------------------- Moody's Investors Service said Altegrity's B3 Corporate Family Rating and stable outlook are currently unchanged after the company announced a definitive agreement under which Altegrity will acquire Kroll Inc., a subsidiary of Marsh & McLennan Companies, Inc. (Baa2, stable). The last rating action on Altegrity occurred on January 5, 2009, when Moody's affirmed the B3 Corporate Family Rating. Altegrity, Inc, is a global screening and security solutions company headquartered in Falls Church, Virginia. In the twelve months ended March 31, 2010, the company reported revenues of $879 million. AMBAC FINANCIAL: Warns It May Default on Debt This Year ------------------------------------------------------- Ambac Financial Group Inc. said in a regulatory filing that bankruptcy is among its alternatives given that it won't be receiving dividends from the operating companies that insure bonds. Ambac said it might default on debt payments this year, even before liquidity runs out. On June 7, 2010, Ambac Assurance Corporation, the principal operating subsidiary of Ambac Financial, entered into a Settlement Agreement with the counterparties to outstanding credit default swaps with Ambac Credit Products, LLC, that were guaranteed by AAC. Pursuant to the terms of the Settlement Agreement, in exchange for the termination of the Commuted CDO of ABS Obligations, AAC paid to the Counterparties in the aggregate (i) $2.6 billion in cash and (ii) $2 billion of newly issued surplus notes of AAC. In addition, effective June 7, 2010, the outstanding credit default swaps with the Counterparties remaining in the general account of AAC have been amended to remove certain events of default and termination events, as set forth in the Settlement Agreement. In the disclosure with the Securities and Exchange Commission, Ambac Financial said, "The Company's liquidity and solvency, both on a near-term basis and a long-term basis, are largely dependent on dividends and other payments from AAC and on the value of AAC after the Surplus Notes have been redeemed, repurchased or repaid in full. The Company's principal uses of liquidity are for the payment of principal (including maturing principal in the amount of $142.5 million on its 9.375% senior notes due August 2011) and interest on its debt (including annual interest expense of approximately $88.7 million, after taking into account the deferral of interest on the DISCs), its operating expenses, and capital investments in and loans to its subsidiaries. Further, other contingencies (e.g., an unfavorable outcome in the outstanding class action lawsuits against the Company) could cause additional strain on its capital and liquidity. It is highly unlikely that AAC will be able to make dividend payments to the Company for the foreseeable future." "While management believes that the Company will have sufficient liquidity to satisfy its needs through the second quarter of 2011, no guarantee can be given that it will be able to pay all of its operating expenses and debt service obligations thereafter, and its liquidity may run out prior to the second quarter of 2011. Further, prior to the second quarter of 2011, and as early as the second quarter of 2010, the Company may decide not to pay interest on its debt. The failure by the Company to pay interest or principal on its debt when due would result in an event of default, thereby permitting the debt holders to accelerate the maturity of the Company's outstanding debt. As a result, the Company may consider, among other things, raising additional capital to the extent possible, a negotiated restructuring of its outstanding debt through a prepackaged bankruptcy proceeding or a bankruptcy without agreement concerning a plan of reorganization with major creditor groups. No assurance can be given that the Company will be successful in executing any or all of these strategies." A full-text copy of the SEC filing is available for free at http://researcharchives.com/t/s?6490 About Ambac Financial Headquartered in New York, Ambac Financial Group, Inc., through its subsidiaries, provided financial guarantees and financial services to clients in both the public and private sectors around the world. The Company's balance sheet as of December 31, 2009, showed $18.886 billion in assets and $20.520 billion in debts, resulting in a stockholders' deficit of $1.634 billion. KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the significant deterioration of the guaranteed portfolio coupled with the inability to write new financial guarantees has adversely impacted the business, results of operations and financial condition of the Company's operating subsidiary. KPMG also noted of the Company's limited liquidity. AMBAC FINANCIAL: Discloses Outstanding Single Risk Exposures ------------------------------------------------------------ Ambac Financial Group, Inc., has disclosed its March 31, 2010 portfolio of financial guarantee liability exposures adjusted for the impact of the previously announced commutations, including the commutation of $16.4 billion of CDO of ABS exposure. Additionally, Ambac has disclosed updated detailed information about its financial guarantee investment portfolio as of May 25, 2010. About Ambac Financial Headquartered in New York, Ambac Financial Group, Inc., through its subsidiaries, provided financial guarantees and financial services to clients in both the public and private sectors around the world. The Company's balance sheet as of December 31, 2009, showed $18.886 billion in assets and $20.520 billion in debts, resulting in a stockholders' deficit of $1.634 billion. KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the significant deterioration of the guaranteed portfolio coupled with the inability to write new financial guarantees has adversely impacted the business, results of operations and financial condition of the Company's operating subsidiary. KPMG also noted that of the Company's limited liquidity. ABK). AMERICAN INT'L: To Take Time to Explore Options for AIA ------------------------------------------------------- American International Group Inc. will take its time exploring options for divesting an Asia division after the $35.5 billion agreement to sell AIA Group Ltd. collapsed this past week, the unit's head told employees, according to a report by Bloomberg News. According to Bloomberg, Mark Wilson, chief executive officer of the Hong Kong-based subsidiary AIA, said the unit "remains a strong company" after the failure of the deal that would have combined it with Prudential Plc, Mark Wilson. Bloomberg relates that AIG CEO Robert Benmosche, who is selling assets to repay a $182.3 billion U.S. bailout, has several options for divesting AIA, he said in a separate memo this week, without specifying the alternatives. AIG's March 1 deal faltered after Prudential investors balked at the price and AIG rejected a reduced offer. AIG may return to an earlier plan of holding a stock offering, the Treasury Department said May 26. About AIG Inc. Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. In September 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Bernanke Believes Firm to Repay Bailout ------------------------------------------------------- Dow Jones Newswires' Michael R. Crittenden reports Federal Reserve Chairman Ben Bernanke reiterated the expectation of central-bank officials that American International Group Inc. will be able to repay the aid it received from taxpayers. Dow Jones says Mr. Bernanke, appearing on Capitol Hill Wednesday, told a U.S. House panel that every major financial institution that received government aid at the height of the financial crisis has repaid taxpayers with interest and dividends. AIG isn't expected to be any different, Mr. Bernanke said. "AIG, I believe, will repay. So the financial institution part, the direct cost is I think really quite small and may, in the end be . . . a profit," he said, according to Dow Jones. Dow Jones relates Mr. Bernanke's comments echoed those made by Fed General Counsel Scott Alvarez before a congressional oversight panel on May 26. Mr. Alvarez said AIG is on track to wean itself off government aid. Dow Jones also notes that AIG Chief Executive Robert Benmosche, appearing at the same hearing as Mr. Alvarez, said taxpayers are "going to get your money back plus a profit." About AIG Inc. Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. In September 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. ANCHORAGE SPORTSPLEX: Files for Chapter 11 Bankruptcy in Alaska --------------------------------------------------------------- Anchorage Sportsplex Inc. filed for bankruptcy under Chapter 11 (Bankr. D. Alaska Case No. 10-00475) on June 5, 2010 in Anchorage, Alaska. Anchorage Sportsplex Inc. is the not-for-profit owner of an inflatable sports dome. Known locally as The Dome, the facility owes $11.69 million on tax-exempt bonds issued to develop the property. The Dome cost $13.9 million to build. Bill Rochelle at Bloomberg News reports that the Debtor filed a Chapter 11 petition to forestall termination of the lease for the facility. 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 filed for Chapter 11 to restructure its long-term debt. According to Bloomberg, Anchorage Sportsplex has received interim authority to use cash. A final hearing on cash use is scheduled for July 8. The petition says the assets range from $1 million to $10 million while debt exceeds $10 million. ARLINGTON HILLS: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Arlington Hills of Mint Hill, LLC 7714 Matthews-Mint Hill Road Charlotte, NC 28227 Bankruptcy Case No.: 10-31601 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: John Wesley Moore, Esq. Law Offices of J. Wesley Moore 1100 Metropolitan Avenue, Suite 206 Charlotte, NC 28204 Tel: (704) 898-4938 Fax: (704) 973-9698 E-mail: wes.moore@jwesleymoorelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb10-31601.pdf The petition was signed by J. Kevin Cobb, manager. ATP OIL: S&P Downgrades Rating to CCC+/Negative/-- -------------------------------------------------- Standard & Poor's Ratings Services took several rating actions on eight U.S. oil and gas companies following an industry review. S&P's review of the sector follows its release on June 1, 2010, which indicated S&P would review companies with operating exposure to the Gulf Of Mexico following the U.S. Department of the Interior's extension of the moratorium on drilling permits. The six-month moratorium affects permits issued for new drilling operations at water depths greater than 500 feet. S&P believes that when the moratorium is eventually lifted, there could be extensive delays in issuing new permits due to high initial volume and new safety and operating standards imposed. The rating actions also reflect S&P's heightened concerns about the burgeoning scope of the Macondo well disaster. The flow of oil into the Gulf of Mexico is likely to continue until at least August. Uncertainty about the ultimate remediation cost and potential financial liabilities associated with the disaster has already resulted in a rating downgrade of the corporate credit rating of BP PLC (AA-/Watch Neg/A-1+). S&P's rating actions on Anadarko Petroleum and Transocean reflect these concerns. The financial and operational impact of the disaster on rated issuers that have significant activities in the Gulf of Mexico is also a factor in the negative ratings actions. "The rating actions that we've taken are based on various concerns and possible operating disruptions for companies operating in the GOM due to the moratorium and the flow of oil from the well disaster," said Standard & Poor's credit analyst Thomas Watters. Due to the moratorium, S&P believes the operating and competitive landscape in the GOM will be meaningfully altered for some time. Existing deepwater rig contracts could come under force majeure provisions, resulting in lost cash flow and possibly lower future dayrates once contracts are renegotiated after the moratorium expires. Indeed, several recent announcements by rig operators declaring force majeure support this sentiment. Moreover, S&P believes rigs and vessels operating under 500 feet of water (shallow water) that do not fall under the moratorium could face intense competitive pressures from displaced equipment from drilling service providers, resulting in lower utilizations and dayrates. Shallow water contracts tend to be very short term in nature. Several of S&P's actions reflect these concerns. S&P also believe future operating costs will increase in order to comply with more stringent environmental and operating regulations and that permits will be more difficult to obtain and subject to delays. Ratings List Ratings Lowered Helix Energy Solutions Group Inc. To From -- ---- B/Negative/-- B+/Negative/-- Hornbeck Offshore Services Inc. To From -- ---- B+/Negative/-- BB-/Stable/-- ATP Oil & Gas Corp. To From -- ---- CCC+/Negative/-- B/Stable/-- Hercules Offshore Inc. To From -- ---- B-/Negative/-- B/Negative/-- Outlook Revised To Negative From Stable To From -- ---- Anadarko Petroleum Corp. BBB-/Negative/-- BBB-/Stable/-- SEACOR Holdings Inc. BBB-/Negative/-- BBB-/Stable/-- Ratings Placed On CreditWatch With Negative Implications To From -- ---- Transocean Inc. BBB+/Watch Neg/-- BBB+/Stable/-- PHI Inc. B+/Watch Neg/-- B+/Stable/-- BADGER DRILLING: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Badger Drilling, LLC 8214 Westchester Drive, Suite 740 Dallas, TX 75225 Bankruptcy Case No.: 10-34046 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Michael R. Rochelle, Esq. Rochelle McCullough L.L.P. 325 N. St. Paul Street, Suite 4500 Dallas, TX 75201 Tel: (214) 953-0182 Fax: (214) 953-0185 E-mail: doler@romclawyers.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of 3 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb10-34046.pdf The petition was signed by Gary W. Redwine, manager. BANK OF AMERICA: Countrywide to Pay $108MM to Settle FTC Charges ---------------------------------------------------------------- The Federal Trade Commission announced that two Countrywide mortgage servicing companies will pay $108 million to settle FTC charges that they collected excessive fees from cash-strapped borrowers who were struggling to keep their homes. The $108 million represents one of the largest judgments imposed in an FTC case, and the largest mortgage servicing case. It will be used to reimburse overcharged homeowners whose loans were serviced by Countrywide before it was acquired by Bank of America in July 2008. "Life is hard enough for homeowners who are having trouble paying their mortgage. To have a major loan servicer like Countrywide piling on illegal and excessive fees is indefensible," said FTC Chairman Jon Leibowitz. "We're very pleased that homeowners will be reimbursed as a result of our settlement." According to the complaint filed by the FTC, Countrywide's loan- servicing operation deceived homeowners who were behind on their mortgage payments into paying inflated fees - fees that could add up to hundreds or even thousands of dollars. Many of the homeowners had taken out loans originated or funded by Countrywide's lending arm, including subprime or "nontraditional" mortgages such as payment option adjustable rate mortgages, interest-only mortgages, and loans made with little or no income or asset documentation, the complaint states. The Commission vote to authorize staff to file the complaint and settlement was 5-0. The complaint and settlement were filed in the U.S. District Court for the Central District of California. The FTC is a member of the interagency Financial Fraud Enforcement Task Force. A full-text copy of the FTC statement is available for free at: http://www.ftc.gov/opa/2010/06/countrywide.shtm About Bank of America Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions. The Company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch in January 2009, BofA is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The Company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. BofA sought government backing in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. * * * BofA has received US$45 billion in government bailout money since the economic collapse in 2008. BARCALOUNGER CORP: To Hold Auction for Assets on August 16 ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Barcalounger Corp. will hold an auction on Aug. 16 to check if there's a higher offer for its furniture-making business than the $1.5 million offered by the current owner, private-equity investor Hancock Park Associates. If Hancock Park prevails at auction, it will also forgive $32.5 million in debt. Under auction procedures approved by the bankruptcy judge in Delaware, other bids are due Aug. 11. The hearing for approval of the sale will take place Aug. 18. Given opposition from creditors, the sale will take place more than a month later than the company wanted. Barcalounger Corp. is a furniture maker from Martinsville, Virginia. Barcalounger filed for Chapter 11 bankruptcy protection on May 19, 2010 (Bankr. D. Del. Case No. 10-11637). Christopher A. Ward, Esq., at Polsinelli Shughart PC, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BEAR ISLAND: Asks for Plan Exclusivity Extension ------------------------------------------------ Bill Rochelle at Bloomberg News reports that Bear Island Paper Co. is asking the U.S. Bankruptcy Court at the June 15 hearing to extend, for the first time, its exclusive period to propose a Chapter 11 plan. Bear Island said hasn't yet reached an agreement with secured lenders on a Chapter 11 plan. Bloomberg notes that the DIP financing the Chapter 11 case has a deadline that requires signing up a so-called plan-support agreement by June 15. The plan would proceed in tandem with the reorganizations of sister companies in the Canadian court. Absent a plan, the financing requires selling the business. Bear Island said it negotiated with several prospective buyers over confidentiality agreements that would permit it to disseminate financial information, though none has been executed. About Bear Island White Birch is the second-largest newsprint producer in North America. As of December 31, 2009, the WB Group held a 12% share of the North American newsprint market and employed roughly 1,300 individuals (the majority of which reside in Canada). Additionally, for the 12 months ended December 31, 2009, the WB Group maintained an annual production capacity of roughly 1.3 million metric tons of newsprint and directory paper, up to 50% of which consists of recycled content, and achieved net sales of roughly $667 million. Bear Island's assets are almost exclusively located in the U.S. Bear Island Paper Company, L.L.C., filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia on February 24, 2010. The company's parent, White Birch Paper Company, filed for bankruptcy protection under Canada's Companies' Creditors Arrangement Act, before the Superior Court for the Province of Quebec, Commercial Division, Judicial District of Montreal, Canada. White Birch and five other affiliates -- F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners, Limited Partnership; Papier Masson Ltee; Stadacona Limited Partnership; and Stadacona General Partner, Inc. -- also sought bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code. Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia Beach, Virginia; and Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to White Birch, as Foreign Representative. Kirkland & Ellis and Troutman Sanders also serve as Chapter 11 counsel to Bear Island. AlixPartnes LLP serves as financial/restructuring advisor to Bear Island, and Lazard Freres & Co., serves as investment banker. Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and Chapter 15 cases. BLACK CROW: GECC Appeals DIP Financing Approval ----------------------------------------------- Bill Rochelle at Bloomberg News reports that General Electric Capital Corp., the secured lender owed $38.9 million by Black Crow Media Group LLC, is appealing the order by the bankruptcy judge that authorized Black Crow to access $1.5 million of financing from another lender. The DIP financing was approved over the objection from GE Capital. The judge required Black Crow to pay GE Capital $1.88 million from cash representing collateral for the loan. The bankruptcy judge on June 8 denied a request by GECC to stay the financing, pending appeal, according to the Bloomberg report. The report relates that GECC is arguing that the bankruptcy judge improperly made its existing loan subordinate to the lien securing the new $1.5 million loan. GECC claims that Black Crow continued to say that the new loan wouldn't "prime" the existing loan until papers were submitted to approve the new financing. About Black Crow Media Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. The Company filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172). The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. Mariane L. Dorris, Esq., and R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. BLOCKBUSTER INC: Glass Recommends Vote 'For' 7 Director Nominees ---------------------------------------------------------------- Blockbuster Inc. welcomed the recommendation from a independent proxy advisory firm, Glass, Lewis & Co., that stockholders vote for all seven of Blockbuster's 2010 director nominees -- Edward Bleier, Kathleen Dore, Gary Fernandes, Joseph Fitzsimmons, Jules Haimovitz, James Keyes, and Strauss Zelnick -- on the WHITE proxy card for the Company's 2010 Annual Meeting of Stockholders, which will be held on June 24, 2010. Glass Lewis further recommended that Blockbuster stockholders vote "For" each of the Company's other proposals as well. Glass Lewis said, "We believe the Dissident has largely failed to provide shareholders with a cogent, practicable plan . . . and, by extension, has failed to establish that his plans are superior to those disclosed and undertaken by the board." Regarding the dissident's suggested removal of director Gary Fernandes, who sits on a special board committee tasked with reviewing efforts to reduce the Company's debtload, Glass Lewis stated: "In our view, such a committee would be in a considerably better position, with greater access to key information and parties, including Blockbuster's debtholders, to determine the best possible strategic alternative available to the Company." Glass Lewis concludes: "Based on a lack of concrete plans and adequate support, we find the election of the Dissident to the board to be unwarranted at this time." Jim Keyes, Chairman and Chief Executive Officer of Blockbuster, stated, "We are pleased to receive the support of Glass Lewis. We respect their thorough analysis and candid report, and appreciate their confidence in finding that the incumbent board and management are in the best position to evaluate and implement strategic options for the Company." Blockbuster encourages its stockholders to support the Company by voting the WHITE proxy card and discarding any Gold proxy card provided by Gregory Meyer, saying that even if a vote on a Gold proxy card has previously been cast, it is not too late to change that vote by voting a WHITE proxy card as only the latest dated proxy card will be counted. 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: Noteholders Offer Financing for Chapter 11 ----------------------------------------------------------- Blockbuster Inc. is being offered financing for a reorganization by holders of senior secured notes. They would receive stock in exchange for debt, analysts said. As reported by yesterday's Troubled Company Reporter, Gary Fernandes, a member of the board of directors of Blockbuster Inc., said in an interview with Dow Jones Newswire that a special board committee is reviewing efforts to reduce Blockbuster's debt load of more than $900 million. He said that 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. 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. BLUE SKY: Bankr. Administrator Wants Case Dismissed or Converted ---------------------------------------------------------------- The Office of the Bankruptcy Administrator for the Western District of North Carolina asks the U.S. Bankruptcy Court to dismiss or convert the Chapter 11 case of Blue Sky Mountain Co., Inc., to one under Chapter 7 of the Bankruptcy Code. The Bankruptcy Administrator explains that the Debtor has failed to: -- file adequate monthly status reports; -- pay quarterly fees; -- timely file postpetition tax returns; and -- timely file a disclosure statement and plan. Meanwhile, Blue Sky is asking the U.S. Bankruptcy Court for the Western District of North Carolina for permission to sell a CAT 287BSkid Steer to Spencer Pipkin, highest bidder, for $21,500. The Debtor proposes to use the proceeds from the sale to pay its secured creditor, C.C.&R. Enterprises, LLC, in full. The Debtor owed $20,663 to its secured creditor, C.C.&R. Enterprises, LLC. The Debtor also proposes to use the net proceeds to pay its principals, John and Sue Stronski, for work performed for the benefit of the Debtors during the case. The Stronskis are also debtors in a separate Chapter 11 case, and plan to use the proceeds to pay living and other reasonable expenses. Based in Orlando, Florida, Blue Sky Mountain Inc. filed for Chapter 11 protection on June 4, 2008 (W.D. N.C. Case No. 08- 10433). When the Debtor filed for reorganization under Chapter 11, it listed total assets of $31,095,300 and total debts of $6,171,094. BLUMENTHAL PRINT: PBGC Takes Responsibility for Pension Plan ------------------------------------------------------------ The Pension Benefit Guaranty Corporation has assumed responsibility for the underfunded pension plan covering more than 740 former workers and retirees of Blumenthal Print Works Inc., a textile company in New Orleans, La. The PBGC took action because the company is liquidating its assets under bankruptcy proceedings, and no sponsor would be left to fund or administer the plan. Retirees will continue to receive their monthly benefit payments without interruption, and other workers will receive their pensions when they are eligible to retire. According to PBGC estimates, the Blumenthal Print Works Inc. Retirement Income Plan is 52% funded, with $14.2 million in assets to cover $27.1 million in benefit liabilities. The PBGC expects to be responsible for $12.7 million of the $12.9 million shortfall. The PBGC will take over the assets and use insurance funds to pay guaranteed benefits earned under the plan, which ended on Jan. 27, 2010. The Blumenthal plan was frozen to new participants as of Dec. 31, 2005. Benefit accruals ceased for the plan as of Dec. 31, 2008. The agency assumed responsibility for the plan on May 26, 2010. Within the next several weeks, the PBGC will send notification letters to all participants in the Blumenthal plan. Under provisions of the Pension Protection Act of 2006, the maximum guaranteed pension the PBGC can pay is determined by the legal limits in force on the date of the plan sponsor's bankruptcy. Therefore, participants in the plan are subject to the limits in effect on Oct. 20, 2008, which set a maximum guaranteed amount of $51,750 a year for a 65-year-old. The maximum guaranteed amount is lower for those who retire earlier or elect survivor benefits. In addition, certain early retirement subsidies and benefit increases made within the past five years may not be fully guaranteed. Workers and retirees with questions may consult the PBGC Web site, http://www.pbgc.gov/or call toll-free at 1-800-400-7242. For TTY/TDD users, call the federal relay service toll-free at 1-800-877-8339 and ask for 800-400-7242. Blumenthal retirees who draw a benefit from the PBGC may be eligible for the federal Health Coverage Tax Credit. Further information may be found on the PBGC Web site at http://www.pbgc.gov/workers-retirees/benefits- information/content/page13692.html Assumption of the plan's unfunded liabilities will increase the PBGC's claims by $12.7 million and was not previously included in the agency's fiscal year 2009 financial statements. The PBGC is a federal corporation created under the Employee Retirement Income Security Act of 1974. It currently guarantees payment of basic pension benefits earned by 44 million American workers and retirees participating in over 29,000 private-sector defined benefit pension plans. The agency receives no funds from general tax revenues. Operations are financed largely by insurance premiums paid by companies that sponsor pension plans and by investment returns. Blumenthal Print Works was founded in 1924, its primary product was ticking, a fabric that protects mattresses. The company also made embroidered upholstery. Unable to adjust to a decline in demand for ticking and imports from China, the company and its units sought Chapter 11 in the U.S. Bankruptcy Court in New Orleans. The case was later converted to a Chapter 7 liquidation on Jan 27, 2010. BP PLC: Oil Spill Prompts Calls for Bankruptcy, Receivership ------------------------------------------------------------ Tennille Tracy at Dow Jones Newswires reports that energy specialist Matt Simmons, founder and chairman emeritus of Simmons & Co., has told Fortune magazine that BP Plc has "about a month before they declare Chapter 11." Jeff Plungis and Christopher Condon at Bloomberg's Businessweek, meanwhile, relate Representative Steve Cohen, a Tennessee Democrat, said because BP is likely to end up in bankruptcy, the Obama administration should consider placing the company in receivership to preserve company assets. "The president could put it in receivership to protect the people," Mr. Cohen said. Businessweek reports that more than 40 U.S. lawmakers on Wednesday called for BP to suspend its dividend, stop its advertising and spend the money instead cleaning up its oil spill in the Gulf of Mexico. "Not a single cent" should be spent on television ads, said Representative Lois Capps, a California Democrat, at a news conference in Washington, according to Businessweek. "If BP is so concerned about its public image, it should plug the hole." The Wall Street Journal's Guy Chazan and Stephen Power report that the Obama Administration ratcheted up its demands on Wednesday that BP cover all costs stemming from the Gulf of Mexico oil spill, including millions of dollars in salaries of oil-industry workers laid off because of the federal moratorium on deepwater drilling. Businessweek says a dividend moratorium would hit BP shareholders led by BlackRock Inc. and Legal & General Group Plc. According to Bloomberg data drawn from regulatory filings, New York-based BlackRock was the biggest holder of BP shares, with 5.92% as of December 31, 2009. Bloomberg says Legal & General Group, the U.K. insurer and money manager, holds 4% of the shares as of May 4. Businessweek also notes sovereign wealth funds are among BP's largest shareholders. According to Businessweek, Norges Bank Investment Management, which oversees Norway's state fund, held 1.8% as of May 1. Kuwait Investment Authority owned 1.8% and the Republic of China held 1.1%, both as of May 1. U.S. investors are the biggest holders in BP, Businessweek says, citing Junction RDS, a London-based shareholder research firm. They held 9.4% through BP's London-listed shares and an additional 28% via New York-listed American depositary receipts as of May 1. U.K. investors came next with 31%, Businessweek reports. The Journal's Messrs. Chazan and Stephen Power relate that the sudden increase in BP's potential liabilities -- along with growing evidence that even more oil than expected is gushing from BP's crippled well -- helped send BP's shares plummeting almost 16% in New York, to $29.20. The stock has lost close to half its value, more than $82 billion, in the seven weeks since the spill started. Meanwhile, Dow Jones' Ms. Tracy says options traders made a beeline for bearish options in BP, with some willing to make a cheap bet that the stock could sink below $7.50 a share. She said trading in BP options soared well above normal levels as shares in the company dropped to their lowest level in years. With its American depositary shares closing the day at $29.20, down 16%, BP has lost more than half of its value since the Deepwater Horizon rig caught fire on April 20, according to Dow Jones. BP has committed to fund the entire $360 million cost of six berms in the Louisiana barrier islands project. On June 7, BP said it will make an immediate payment of $60 million to the State of Louisiana. The initial $60 million payment is intended to permit the State to begin work on the project immediately. BP will then make five additional $60 million payments when the Coastal Protection and Restoration Authority of Louisiana, which is chaired by Garret Graves, certifies that the project has satisfied 20%, 40%, 60%, 80% and then 100% completion milestones. The entire $360 million will be funded by the completion of the project. BP plans to make payments directly to the State of Louisiana rather than establishing an escrow fund for this project. "We are committed to doing everything we can to protect the coastline and reduce the impact of the oil and gas spill in the Gulf of Mexico. We understand that the United States Coast Guard and the State of Louisiana want this project to proceed with urgency, so we want to ensure that funding is immediately available to begin construction of the berms," said Bob Dudley, BP Managing Director. BP already has provided $170 million to Louisiana, Alabama, Mississippi, and Florida to help with those state's response costs and to help promote their tourism industries. The company also has paid approximately $51 million in compensation to people and companies affected by the spill. BP Plc -- http://www.bp.com/-- is one of the world's largest energy companies, providing its customers with fuel for transportation, energy for heat and light, retail services and petrochemicals products for everyday items. Bloomberg's Businessweek notes BP represents 5.6% of the FTSE 100 Index, the second biggest weighting of the top U.K.-listed companies behind London-based bank HSBC Holdings Plc. BP also represents the biggest portion of the FTSE 350 Oil & Gas Producers Index at 31%, and the MSCI EAFE/Energy Index at 16%. CAMP COOLEY: Has Exclusive Right to File Plan until June 21 ----------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas has continued until June 17, 2010, the hearing on approval of Disclosure Statement explaining Camp Cooley Ltd.'s proposed Plan of Reorganization. Objections, if any, are due on June 17, 2010. The Court also extended the Debtor's exclusive right to file a Plan until June 21. Franklin, Texas-based Camp Cooley Ltd. operates an agricultural and farming business. The Company filed for Chapter 11 bankruptcy protection on November 8, 2009 (Bankr. W.D. Tex. Case No. 09- 61311). R. Glen Ayers Jr., Esq., at Langley and Banack, Inc., 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. CANWEST GLOBAL: Unsecured Creditors Meeting Adjourned to June 14 ---------------------------------------------------------------- Canwest Global Communications Corp. dislcosed that FTI Consulting Canada Inc., the Court-appointed monitor in the Companies' Creditors Arrangement Act (Canada) ("CCAA") proceedings for Canwest (Canada) Inc., Canwest Limited Partnership / Canwest Societe en Commandite and certain of their subsidiaries, has adjourned the meeting of unsecured creditors to June 14, 2010. The Creditors' Meeting was previously scheduled for June 10, 2010. The meeting will now be held on Monday, June 14, 2010 at 10:00am (Toronto time) at Sutton Place Hotel (Wellesley Room -- Lobby Level), 955 Bay Street, Toronto, Ontario. The purpose of the Creditors' Meeting is to vote on a resolution to approve the LP Entities' Plan of Compromise or Arrangement (the "Plan") that was filed with the Court on May 21, 2010. The adjournment will provide time for affected creditors to consider any proposed amendments to the Plan and the Asset Purchase Agreement in advance of the Creditors' Meeting. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CARVER YACHTS: Obtains $1.5 Million Loan to Create Jobs ------------------------------------------------------- Wisconsin Business reports that Governor Jim Doyle has announced that the state will provide Marquis Yachts, LLC with up to $1.5 million in loans from the Community Development Block Grant (CDBG) program of the Department of Commerce. The funding will help the company complete a $5.75 million acquisition which will create 315 full-time jobs in the Pulaski area. Marquis Yachts, LLC is a builder of yachts, marketed as Carver Yachts and Marquis Yachts. CENTRAL FALLS, R.I.: Court Holds Hearing for Permanent Receiver --------------------------------------------------------------- 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 was scheduled in Rhode Island Superior Court in Providence on Wednesday, June 9. 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." CENTRAL METAL: Court Continues Plan Outline Hearing until July 22 ----------------------------------------------------------------- The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California has continued until July 22, 2010, at 1:30 p.m., the hearing on approval of the Disclosure Statement explaining Central Metal, Inc.'s Plan of Reorganization. The hearing will be held at Courtroom 1368, 255 E. Temple St., Los Angeles, California. The Court said that the Disclosure Statement, even with the modifications reflected in the supplement, does not contain adequate information as required by 11 U.S.C. Section 1125 for these reasons: -- there were problems with the proposed treatment of claims and interests; -- certain exhibits were not attached; -- there were inadequate or no information regarding the basis for valuation e.g. income or sales approach; and the qualifications of person rendering valuation opinion. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CentralMetal_DS.pdf About Central Metal, Inc. Huntington Park, California-based Central Metal, Inc., is a fully integrated scrap metal processing company that purchases, processes and sells ferrous and non-ferrous metals domestically and internationally. The Company is one of the largest processing companies on the West Coast, has one of the largest land sites and processing capacities, and is fully diversified in its business portfolio that entails dynamic trading relationships with renowned metal manufacturers around the world. The Company filed for Chapter 11 bankruptcy protection on January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642). Juliet Y. Oh, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CHENIERE ENERGY: To Add Liquefaction Capabilities at Sabine Pass ---------------------------------------------------------------- Cheniere Energy Partners L.P. said its general partner's Board of Directors has approved the initiation of a project to add liquefaction services at the Sabine Pass LNG receiving terminal in Cameron Parish, Louisiana. Adding liquefaction capabilities would transform the Sabine Pass terminal into a bi-directional facility capable of liquefying and exporting natural gas in addition to importing and regasifying foreign-sourced LNG. Cheniere expects to take advantage of the existing infrastructure at the Sabine Pass terminal to offer customers bi-directional services at attractive pricing. Based on preliminary estimates, the expected fee for bi-directional services will be approximately $1.40/MMBtu to $1.75/MMBtu. This added service would provide customers with an attractive option to source natural gas supply from the U.S. pipeline grid at prices indexed to Henry Hub. "We believe current market fundamentals have created an opportunity for the U.S. to offer natural gas to global markets at competitive prices. The U.S. is experiencing an increase in natural gas production, primarily driven by unconventional gas plays, while natural gas demand in the U.S. continues to lag behind market projections. Due to the depth of the markets in South Louisiana with an abundance of supply and existing pipeline infrastructure, we can provide an additional outlet for U.S. natural gas production while offering a low cost source of supply for global buyers seeking alternatives to oil-indexed contracts," said Charif Souki, Chairman and CEO. "The ability to buy or sell natural gas in one of the world's most liquid natural gas markets provides industry players with a very powerful tool to manage their portfolios. We have begun pursuing contractual arrangements related to the project and have received favorable preliminary indications of market interest from both potential natural gas buyers interested in capacity and U.S. natural gas producers interested in committing supply to the project. Furthermore, we believe the opening of new markets for U.S. natural gas would reduce price volatility, increase stability in markets, and support continued energy investments in the U.S." The Sabine Pass site can readily accommodate up to 4 LNG trains capable of processing approximately 2 Bcf/d of natural gas. The capacity of each liquefaction train would be approximately 3.5 million tons per annum (mtpa). The initial project would include two trains with liquefaction capacity of approximately 1 Bcf/d. Further expansion would be considered based upon customer interest. Cheniere estimates that it can construct liquefaction capacity comparable to liquefaction expansion economics since the Sabine Pass terminal already has many of the needed facilities for an export terminal. Cheniere would use its existing infrastructure, including five storage tanks and two berths at the Sabine Pass terminal, as well as Cheniere Energy Inc.'s 94-mile Creole Trail Pipeline, which would be reconfigured as a bi-directional system. The 853-acre Sabine Pass site is strategically situated to provide export services given its large acreage position, proximity to unconventional gas plays in Louisiana and Texas, and its interconnections with multiple interstate and intrastate pipeline systems. Cheniere plans to work with Bechtel Oil, Gas and Chemicals, Inc. to design and construct the liquefaction facilities, using the ConocoPhillips Optimized Cascade liquefaction technology. This proven process has been successfully deployed at several LNG export terminals around the world, and offers a high degree of reliability and control. Assuming typical project development scenarios, Cheniere anticipates LNG export could commence as early as 2015. Cheniere plans to make a request to the Federal Energy Regulatory Commission to begin the NEPA pre-filing process by the end of June 2010. Cheniere will work with federal and state regulators to facilitate the permitting process. Commencement of construction is subject to regulatory approvals and a final investment decision contingent upon Cheniere obtaining satisfactory construction contracts and long-term customer contracts sufficient to underpin financing of the project. A full-text copy of the company's proposed Sabine Pass expansion is available for free at http://ResearchArchives.com/t/s?6480 Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/ -- is a Houston-based energy company primarily engaged in LNG related businesses, and owns and operates the Sabine Pass LNG receiving terminal and Creole Trail pipeline in Louisiana. Cheniere is pursuing related business opportunities both upstream and downstream of the Sabine Pass LNG receiving terminal. Cheniere is also the founder and holds a 30% limited partner interest in another LNG receiving terminal. At March 31, 2010, the Company had total assets of $2,736,643,000 against total current liabilities of $92,018,000; long-term debt, net of discount of $2,694,013,000; long-term debt-related parties, net of discount of $361,008,000; deferred revenue of $32,500,000; other non-current liabilities of $25,793,000; and non-controlling interest of $210,525,000; resulting in total deficit of $468,689,000. CHINA HEALTH: Wong Yuen Yee Resigns as Director ----------------------------------------------- Ms. Wong Yuen Yee on June 4, 2010, resigned as director of China Health Care Corporation. As a result of Ms. Wong Yuen Yee's resignation, the Company appointed Faith Lam as director. The Company's board of directors consists of Gerald Lau and Mr. Lam. China Health Care Corp. provides consultancy services to the VIP Maternity & Gynecological Centers in the People's Republic of China. These services are provided in conjunction with Johns Hopkins International, LLC, a U.S. based healthcare provider, and based upon a Consultancy Agreement with JHI. The Company is currently under contracts to provide consultancy services to a total of five VIP Birthing Centers in the PRC and to manage a private hospital in Macau. Going Concern Doubt Samuel H. Wong & Co., LLP, in South San Francisco, California, raised substantial doubt about China Health's ability to continue as a going concern after auditing the Company's financial results for the years ended September 30, 2008, and 2007. The auditor noted that the Company continued to incur losses and working capital deficiencies. China Health Care's balance sheet at June 30, 2009, showed total assets of US$1.47 million and total liabilities of US$7.06 million, resulting in a stockholders' deficit of about US$5.59 million. CHRYSLER LLC: New Chrysler Slashes Production Cost for Vehicles --------------------------------------------------------------- A year after their bankruptcy, Chrysler Group LLC and General Motors Co. have already slashed the cost of making each vehicle by $3,000, Detroit Free Press reported, citing data from the Center for Automotive Research. Costs of labor could also be lower than at any Japanese auto maker in the United States in less than five years, the report said. This cost-cutting means that Chrysler Group and GM will be profitable at lower sales and market shares than expected, according to the report. In the first quarter of this year, Chrysler Group and GM raked in over $1.4 billion in cash, which was largely a consequence of their cost-cutting and lighter debt loads. This inflow of funds will keep new vehicles on schedule and pay for fresh advertising, which is critical for both auto makers, Detroit Free Press noted. Itay Michaeli, an analyst at Citi Investment Research, reported last month that GM's fixed cost per vehicle will drop from $10,400 last year to $7,280 this year and fall to $5,772 by 2012. Sean McAlinden, senior economist at the CAR in Ann Arbor, and Rebecca Lindland, IHS Global Insight analyst, said that Chrysler Group's reduction likely is in the same range. 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: Reasonably Positioned for Growth, Says Treasury ------------------------------------------------------------- Ron Bloom, U.S. Treasury adviser, said Chrysler Group LLC and General Motors Co. are reasonably positioned for growth after the government saved the auto makers last year, according to a June 3 report by Reuters. "We now do have companies that are reasonably positioned for growth and as the overall economy improves I do think there is a real opportunity for these companies to succeed," Reuters quoted Mr. Bloom as saying. Mr. Bloom said the bailout was justified, adding that government support for the auto sector will start to be pulled back. Chrysler Group posted a net loss of $197 million for the first quarter of this year but said last month that it could raise its financial forecast for all of 2010. Meanwhile, GM posted a net profit of $865 million in the first quarter and said it could post a full-year profit, Reuters reported. Chrysler Group Chief Executive Sergio Marchionne said the auto maker has exceeded his expectations by achieving profitability and stopping a severe cash drain in less than a year's time after its bankruptcy filing, Detroit Free Press reported. Mr. Marchionne said his biggest negative surprise has been the battle with dealers whose franchises were terminated as part of the auto maker's restructuring. "The thing we didn't see coming was the dealership situation," Detroit Free Press quoted him as saying. He added that Chrysler Group is winning most of the arbitration cases of dealers but it is taking a lot of time. Mr. Marchionne said that overall, he is pleased that Chrysler Group is on track to break even or be profitable. Earlier, Chrysler Group hired about 1,600 people including some contract workers, to accelerate product development, Detroit Free Press reported. 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: Sen. Durbin Pushes for Belvidere Plant Expansion -------------------------------------------------------------- U.S. Senator Dick Durbin wrote a letter to Chrysler Group LLC's chief executive officer, asking him to consider the auto maker's plant in Belvidere, Illinois, for its planned operational expansion, according to a June 2 report by WIFR.com. In the letter, Mr. Durbin pointed out that Belvidere has "some of the most skilled, efficient, and productive employees in the company." The Belvidere plant hired back 850 employees in September 2009 due to an increase in demand for fuel-efficient vehicles, WIFR reported. 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) CIRCUIT CITY: Judge Denies Class Treatment of Proofs of Claim ------------------------------------------------------------- Judge Kevin R. Huennekens of the United States Bankruptcy Court of the Eastern District of Virginia entered an opinion refusing to apply Bankruptcy Rule 7023 to proofs of claim asserting claims against Circuit City Stores, Inc. and its affiliates on behalf of alleged classes of former employees, netDockets Blog reports. The report relates that the four class action complaints, all filed in California state courts between 2002 and 2009, seek (1) "damages for conversion and for violations of the California Labor Code and Business and Professions Code" approaching $150 million and (2) injunctive relief against Circuit City on account of the alleged labor violations." A class has not been certified in any of the suits. Nonetheless, according to the report, the proofs of claim filed by the named plaintiffs in the four suits seek to assert claims on account of the entire class of potential plaintiffs, including unnamed plaintiffs. As such, the report relates, the named class claimants sought application of Bankruptcy Rule 7023, which provides for the application of Federal Rule of Civil Procedure 23 (which sets forth the requirements for filing a class action lawsuit in federal court), to the claims filing and objection process as it relates to their proofs of claim. "[c]onsiderable question persists as to whether class claims are ever permissible in bankruptcy" but, at a minimum, "a proponent of a class proof of claim must seek and obtain a determination from the bankruptcy court that Rule 7023 is applicable to the claims resolution process," the report quoted Judge Kevin R. Huennekens as saying. The report relates that apparently because he ultimately denied the class plantiffs' motion, Judge Huennekens did not further address the issue of whether class claims are ever permissible in bankruptcy. In arguing in favor of their present 7023 motion, the class plaintiffs made three primary arguments, all of which the court rejected, the report notes. Initially, netDockets Blog says that Circuit City asserted that the 7023 motion was untimely, which the claimants disputed. The report relates that the claimants filed their proofs of claim between January 13, 2009 and January 30, 2009; all prior to the bar date in Circuit City's bankruptcy (January 30, 2009). However, the report relates, the 7023 motion was not filed until March 31, 2010 and the filing was made in response to Judge Huennekens' direction to the claimants at a March 25th hearing that such a motion was required (at that time, Judge Huennekens also specifically noted that his direction to file such a motion was without prejudice to Circuit City's right to assert that the motion was untimely). Judge Huennekens, the report discloses, noted that the purported class proofs of claim were invalid as filed because the named claimants were not entitled to act on behalf of the unnamed class claimants. NetDockets Blog says that a class had not been certified in any of the underlying suits and, therefore, "Class Counsel was not appointed by any court to serve as class counsel under Civil Procedure Rule 23(g)(1) and therefore was not authorized to file the Class Claims on behalf of the Unnamed Claimants as their authorized representative." The report relates that while the claimants asserted that their motion could be granted so as to retroactively sanction the filing of the class claims because Bankruptcy Rule 9014(c) states that Rule 7023 can be made applicable "at any stage in a particular manner." The report notes that Judge Huennekens rejected the assertion by holding that the class proofs of claim would have to be refiled to cover the unnamed claimants if he made Rule 7023 applicable now. Because the bar date has long since passed, "it would be far too late to refile the class proofs of claim on behalf of the Unnamed Claimants," the report adds. The report says that while Judge Huennekens did not hold that the 7023 motion had to be filed before the filing of the proofs of claim, he did expressly hold that the motion "had to be brought, in the first instance, before the expiration of the Bar Date for the Class Claims to be filed timely." NetDockets Blog discloses that Judge Huennekens also determined that, even if the filing of the class proofs of claim and the 7023 motion were to be considered timely, the claims resolution process in Circuit City's chapter 11 cases was a superior method of determining the claims than class action litigation. Finally, the report says, Judge Huennekens rejected the claimants assertion that Circuit City's notice to potential unnamed class claimants (which consisted primarily of publication notice) was insufficient to meet those creditors' "fundamental rights to procedural due process." The report relates that while all potential class members are former Circuit City employees, the court accepted the debtors' assertion that providing actual notice to all such potenital creditors would have been too costly and time-consuming, stating that "that the notice provided by the Debtors was reasonably calculated, under the circumstances, to apprise interested persons of the pendency of the bankruptcy case and of the Bar Date as required to satisfy due process." The opinion also notes that any individual unnamed claimant could seek authorization to file a late proof of claim "to the extent an Unnamed Claimant can demonstrate that he or she did not receive adequate notice, as required by due process," the report adds. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08- 35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CITIGROUP INC: Files Annual Reports for 401(k) Plans ---------------------------------------------------- Citigroup Inc. on May 24, 2010, filed with the Securities and Exchange Commission an annual report on Form 11-K for the Citigroup 401(k) Plan, for the year ended December 31, 2009. At December 31, 2009, net assets available for benefits under the Plan were $7,690,475,757. Total assets were $7,722,120,193. A full-text copy of the 401(k) Plan Annual Report is available at no charge at http://ResearchArchives.com/t/s?646d Citigroup also filed an annual report on Form 11-K for the CitiBuilder 401(k) Plan for Puerto Rico, for the year ended December 31, 2009. Net assets available for benefits were $22,978,910 at December 31, 2009. Total assets were $23,055,624. A full-text copy of the CitiBuilder 401(k) Plan Annual Report is available at no charge at http://ResearchArchives.com/t/s?646e About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITY CAPITAL: Chief Operating Officer Connor Elected as Director ---------------------------------------------------------------- City Capital Corporation disclosed that on June 4, 2010, Wendy J. Connor was elected a director of the Company. Ms. Connor has served as the Company's chief operating officer since November 2009. On December 31, 2009, Waldo Emerson Brantley III resigned as a director of City Capital. Mr. Brantley's resignation was not the result of any disagreements with the Company regarding its operations, policies, or practices. On June 1, 2010, Don McCarthy resigned as a director of the Company. Mr. McCarthy's resignation was not the result of any disagreements with the Company regarding its operations, policies, or practices. About City Capital Franklin, Tenn.-based City Capital is a professional management and diversified holding company engaged in leveraging investments, holdings and other assets to build value for investors and shareholders. The Company's balance sheet as of September 30, 2009, showed $3,011,072 in assets and $8,450,591 of debts, for a stockholders' deficit of $5,439,519. The Company said its net loss and accumulated deficit of $16,844,167 as of September 30, 2009, raise substantial doubt as to its ability to continue as a going concern. City Capital has not filed its quarterly report on Form 10-Q for the first quarter ended March 31, 2010, and its annual report on Form 10-K for the period ended December 31, 2009, with the Securities and Exchange Commission. COHARIE HOG: Wants Until July 14 to Propose Chapter 11 Plan ----------------------------------------------------------- Coharie Hog Farm, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to extend its exclusive periods to file and solicit acceptances for the Chapter 11 Plan until July 14, 2010, and September 14, 2010, respectively. The Debtors filed their request for an extension before the exclusive periods was set to expire on June 7, 2010, The Debtor relates that an extension will permit a more accurate projection of the pro rata dividend that will be paid to unsecured creditors. Clinton, North Carolina based Coharie Hog Farm, Inc., says it has been one of the largest swine producers in the U.S., supplying more than 500,000 hogs a year to a plant operated by Smithfield Foods Inc. It produced more than 140 million pounds of pork annually. The closely held operation has six storage facilities with 3.9 million bushels of capacity. The business used more than 100 contract farmers to raise hogs for market. Anne Faircloth owns 75% of the Company and Nelson Waters owns the remaining quarter. Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D. N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, represents the Debtor in its Chapter 11 effort. The petition says assets and debts range from $10,000,001 to $50,000,000. COLONIAL BANCGROUP: Asks for Plan Exclusivity until August 20 ------------------------------------------------------------- The Colonial Bancgroup, Inc., asks the U.S. Bankruptcy Court for the Middle District of Alabama to extend its exclusive periods to file and solicit acceptances for the proposed plan of reorganization until August 20, 2010, and October 29, 2010, respectively. Absent an extension, the Debtor's exclusivity periods will expire on June 18 and August 20. The Debtor needs additional time to file a plan or disclosure statement in light of the pending litigation with the FDIC- Receiver and corresponding disputes regarding ownership of the Debtor's assets. About Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc. (NYSE: CNB) was holding company to Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/ -- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. 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. CONCORD CAMERA: Files Form S-8 POS to Cancel Shares Offering ------------------------------------------------------------ Concord Camera Corp. filed with the Securities and Exchange Commission several POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 to cancel the offering of certain Company shares issuable under: -- the Concord Camera Corp. Stock Option Plan for Rita Occhionero See http://ResearchArchives.com/t/s?6487 -- the Concord Camera Corp. Stock Option Plan for Ralph J. Sutcliffe See http://ResearchArchives.com/t/s?6488 -- the Concord Camera Corp. Stock Option Plan for Patrick Lam Chi Kong See http://ResearchArchives.com/t/s?6489 -- the Concord Camera Corp. Incentive Plan (Registration Statement No. 33-74754) See http://ResearchArchives.com/t/s?648a -- the Concord Camera Corp. Incentive Plan (Registration Statement No. 333-80767) See http://ResearchArchives.com/t/s?648b -- the Concord Camera Corp. Stock Option Plan for Alberto H. Pineres See http://ResearchArchives.com/t/s?648c -- the Concord Camera Corp. 2002 Incentive Plan for Non-Officer Employees, New Recruits and Consultants See http://ResearchArchives.com/t/s?648d -- the Concord Camera Corp. 2002 Incentive Plan for New Recruits See http://ResearchArchives.com/t/s?648e -- the Concord Camera Corp. Stock Option Plan for Urs W. Stampfli See http://ResearchArchives.com/t/s?648f About Concord Camera Headquartered in Hollywood, Florida, Concord Camera Corp. (NASDAQ:LENS) -- http://www.concord-camera.com/-- through its subsidiaries, provides easy-to-use 35mm single-use and traditional film cameras. Concord markets and sells its cameras on a private- label basis and under the POLAROID and POLAROID FUNSHOOTER brands through in-house sales and marketing personnel and independent sales representatives. The POLAROID trademark is owned by Polaroid Corporation and is used by Concord under license from Polaroid. The Troubled Company Reporter reported on November 3, 2008, that a Plan of Dissolution and Liquidation contemplated an orderly wind down of the company's business and operations, the monetization of the company's non-cash assets, the satisfaction or settlement of its remaining liabilities and obligations and one or more distributions to its shareholders. COOPER-STANDARD: Looking for Acquisitions after Bankruptcy Exit --------------------------------------------------------------- Jewel Gopwani, business writer at Detroit Free Press, says Cooper- Standard is hiring and on the prowl for acquisitions after a smooth exit from bankruptcy. "Cooper-Standard entered bankruptcy protection and exited in a unique situation -- it was profitable," Ms. Gopwani writes, noting Cooper-Standard exited Chapter 11 late in May, having posted a $3.4-million profit between January and March. "We believe this was a very successful restructuring," said Jim McElya, CEO of Cooper-Standard, during an interview with the Free Press, Ms. Gopwani says. The Company's smooth bankruptcy exit, according to Ms. Ms. Gopwani, was helped by an upturn in auto production this year. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. CORNERSTONE DIAMONDS: Reaches Settlement with Secured Lender ------------------------------------------------------------ According to National Jeweler, Michael Beaudry Inc. reached a global settlement agreement with secured lender First Capital, which is subject for approval of the U.S. Bankruptcy Court for the Central District of California. A hearing is set for June 22, 2010. With the settlement, the Company said it will submit a plan of reorganization with the Court to allow it to emerge from bankruptcy. About Centerstone Diamonds Headquartered in Los Angeles, California, Centerstone Diamonds, Inc., sells jewelry, watches, precious stones, and precious metals. The Company and Michael Beaudry, Inc., filed for Chapter 11 on June 4, 2009 (Bankr. C.D. Calif. Cases No. 09-23944 and 09- 23945). Michael S. Kogan, Esq., at Ervin Cohen & Jessup LLP, represents the Debtors in their restructuring efforts. Centerstone says it has assets and debts both ranging from $10 million to $50 million. DBSD NORTH AMERICA: Gets Longer Exclusivity After Confirming Plan ----------------------------------------------------------------- BSD North America Inc. won confirmation of its Chapter 11 plan in November. However, it has not yet implemented the plan because it is still awaiting permission from the Federal Communications Commission to transfer licenses. According to Bloomberg News, just in case FCC approval isn't forthcoming, DBSD sought and obtained a an extension from June 9 to Oct. 7 of the exclusive right to propose a plan. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the proposed financial advisors to the Debtors. The Garden City Group Inc. is the court-appointed claims agent for the Debtors. When the Debtors sought for protection from their creditors, they listed between $500 million and $1 billion each in assets and debts. DEER VALLEY: Files Schedules of Assets and Liabilities ------------------------------------------------------ Deer Valley Medical Center, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $11,000,000 B. Personal Property $302,500 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $18,982,284 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $3,845,711 ----------- ----------- TOTAL $11,302,500 $20,121,677* * Corrected: $22,827,995 Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D. Ariz. Case No. 10-10726). Donald W. Powell, Esq., at Carmichael & Powell, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. DEER VALLEY: Taps Deer Donald W. Powell as Bankruptcy Counsel ------------------------------------------------------------- Deer Valley Medical Center, L.L.C., asks the U.S. Bankruptcy Court for the District of Arizona for permission to employ Donald W. Powell, Esq. of Carmichael & Powell, P.C. as counsel. Mr. Powell will, among other things: -- provide legal advice with respect to the powers, duties and responsibilities of the Debtor concerning its business, continued operations, and management of applicable property; -- prepare all necessary and required applications, orders, answers, reports, and other needed legal documents; and -- perform any and all legal services for the Debtor, which will become necessary and required. Mr. Powell received a $3,961 retainer to secure future payments of attorneys fees and out of pocket costs, and $1,039 filing fee. Mr. Powell's hourly rate is $375. To the best of the Debtor's knowledge, Mr. Powell is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Powell can be reached at: Carmichael & Powell, P.C. 7301 North 16th Street, Suite 103 Phoenix, AZ 85020-5297 Tel: (302) 861-0777 About Deer Valley Medical Center Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D. Ariz. Case No. 10-10726). Donald W. Powell, Esq., at Carmichael & Powell, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. DEER VALLEY: U.S. Trustee Unable to Form Creditors Committee ------------------------------------------------------------ The Office of the U.S. Trustee for Region 14, notified the U.S. Bankruptcy Court for the District of Arizona that its was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Deer Valley Medical Center, L.L.C. The U.S. Trustee explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. The U.S. Trustee reserves the right to appoint a committee if interest develop among the creditors. Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D. Ariz. Case No. 10-10726). Donald W. Powell, Esq., at Carmichael & Powell, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. DOLLAR GENERAL: S&P Raises Corporate Credit Rating to 'BB' ---------------------------------------------------------- Standard & Poor's Ratings Services said it raised its ratings on Goodlettsville, Tenn.-based Dollar General Corp., including the corporate credit rating to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised the issue rating on the company's $1.7 billion first-out term loan to 'BBB-' from 'BB' and revised the recovery rating to '1' from '2'. S&P also raised the issue rating on the company's $600 million first-loss term loan to 'BB' from 'B' and revised the recovery rating on the debt to '4' from '6'. "The ratings on Dollar General reflect its leveraged capital structure, participation in the highly competitive discount retail environment, and aggressive growth plans. The company's fair business profile that benefits from a good market position and prospects for future growth somewhat offsets those factors. "Due to Dollar General's extreme value proposition, S&P believes it is benefiting from consumers trading down in the current weak economic conditions," said Standard & Poor's credit analyst Ana Lai. In addition, restructuring initiatives in recent years, including improved merchandising and better operating efficiency, have contributed to better sales and earnings. DRUG FAIR: Wins Confirmation of Liquidating Plan ------------------------------------------------ Bill Rochelle at Bloomberg News reports that Drug Fair Group Inc., a liquidated chain of 58 drug and general merchandise stores, has won confirmation of its liquidating Chapter 11 plan. The bankruptcy judge signed the confirmation order June 7 after no objections were filed. According to the report, unsecured creditors are expected to recover 0.5% under the Plan. Secured creditors, with about $64.5 million in claims, were fully paid by the store sales and liquidations. The Company now is holding some $2.5 million for distribution to unsecured creditors that resulted from a settlement with the lenders. In June, the Official Committee of Unsecured Creditors reached a settlement with secured lenders designed to insure a distribution to unsecured creditors. About Drug Fair Group Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc., operates pharmacies and general merchandise stores in northern and central New Jersey. The Company, with stores in central and northern New Jersey, is indirectly owned by Sun Capital Partners Inc., a private-equity investor based in Boca Raton, Florida. Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897). Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, represent the Debtors in their restructuring efforts. Warren J. Martin, Jr., Esq., and Brett S. Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the official committee of unsecured creditors as counsel. Norman L. Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent the creditors committee as Delaware counsel. J.H. Cohn LLP is the creditors committee's financial advisors and forensic accountants. Epiq Bankruptcy Solutions, LLC, is the Debtors' notice and claims agent. The Debtors listed assets of $50 million to $100 million and debts of $100 million to $500 million. After commencing the Chapter 11 cases, the Debtors began going out of business sales at approximately 24 locations. On April 27, 2009, the Court approved the sale of 31 remaining stores to Walgreen Co. for about $54 million. The Debtors are winding down assets not included in the transactions. DUNE ENERGY: Annual Stockholders Meeting Moved to June 18 --------------------------------------------------------- Dune Energy Inc. said the requisite quorum of stockholders was not present at its June 2, 2010, Annual Meeting of Stockholders. The Meeting was adjourned until Friday, June 18, 2010, and will be held at the offices of the Company located at Two Shell Plaza, 777 Walker Street, Suite 2300, Houston, Texas 77002, commencing at 1:00 p.m. Central Time. The record date of April 2, 2010 and the agenda will remain unchanged for the adjourned Meeting. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company's balance sheet at March 31, 2010, showed $369.1 million in total assets, $188.6 million redeemable convertible preferred stock, and $376.5 million in total liabilities, for a $196.1 million stockholders' deficit. Standard & Poor's Ratings Services revised its recovery rating on Dune Energy Inc.'s $300 million second-lien notes upon updated reserve information. S&P has revised the rating to '4', indicating its expectation for average (30%-50%) recovery in the event of a payment default, from '3'. The issue-level rating of 'CCC-' on these notes remains unchanged. EAST CAMERON: Plan Outline Hearing Continued until June 22 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana has continued until June 22, 2010, the hearing on approval of the Disclosure Statement explaining East Cameron Partners, LP's Chapter 11 Plan. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for the creation of a liquidation trust which will receive $650,000 to satisfy remaining paid and unpaid administrative claims, to make distributions and pay certain of the fees and expenses of the liquidating trustee and prosecuting causes of action that are vested in the liquidating trust. On the effective date, (i) the Debtor interest will be deemed extinguished, cancelled, and of no force or effect; and (ii) the obligations of the Debtor under any agreements governing the Debtor's interests and any indebtedness or obligation of the Debtor with respect to the Debtor interests will be discharged without further act or action. Under the Plan, holders of allowed secured claims will receive (i) legal, equitable, and contractual rights of each holder of a secured claim will be reinstated, or (ii) each holder of a secured claim will receive treatment so as to render unimpaired the secured claim. The Plan did not provide for the estimated percentage recovery by holders of secured claims. Each holder of a general unsecured claim that is not subordinated unsecured claims receive its pro rata share of distributions to be made from the liquidating trust. Under the Plan, subordinated unsecured claims will not receive o retain any property on account of the claims. All subordinated unsecured claims will be discharged as of the effective date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/EastCameron_DS.pdf About East Cameron Partners Based in Lafayette, Louisiana, East Cameron Partners, LP -- http://www.eastcameronpartners.com/-- is an independent oil and gas exploration and production company. The Company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No. 08-51207). Benjamin W. Kadden, Esq., Christopher T. Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, represent the Debtor as counsel. Michael H. Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, L.L.C., represent the Official Committee of Unsecured Creditors as counsel. When the Debtor filed for protection from its creditors, it listed over $100 million each in assets and debts. ELBA ANDRADE: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Elba M. Andrade 954 Harbortowne Road Charleston, SC 29412 Bankruptcy Case No.: 10-04014 Chapter 11 Petition Date: June 4, 2010 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Elizabeth M. Atkins, Esq. 778 Street Andrews Boulevard Charleston, SC 29407 Tel: (843) 763-0333 E-mail: ematkins2000@yahoo.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $100,001 to $500,000 According to the schedules, the Debtor says that assets total $372,228 while debts total $373,652. A copy of the Debtor's list of 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/scb10-04014.pdf The petition was signed by the Debtor. ENPRO INDUSTRIES: Gets Waiver of Default from Garlock Bankruptcy ---------------------------------------------------------------- On June 4, 2010, EnPro Industries, Inc., and certain of its wholly owned subsidiaries entered into a Fifth Amendment to Amended and Restated Loan and Security Agreement and Amendment to Other Loan Documents with Bank of America, N.A., in its capacity as collateral and administrative agent, and certain lenders. The Loan Amendment amends the Amended and Restated Loan and Security Agreement dated April 26, 2006 among the Company, certain of its subsidiaries, the Agent and the lenders. The Loan Amendment provides for these primary changes to the Loan Agreement: * Waives any default or event of default arising from the filing of voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code, with the intention of creating a trust pursuant to Section 524(g) of the U.S. Bankruptcy Code to address and resolve all current and future asbestos claims, by the Company's subsidiaries -- Garlock Sealing Technologies LLC, Garrison Litigation Management Group, Ltd. and The Anchor Packing Company; and * Provides for the use of a defined amount of cash collateral by Garlock and Garrison in the 524(g) Proceeding until the Loan Amendment becomes effective; * Subject to satisfaction of certain conditions, the Loan Amendment also makes these primary changes to the Loan Agreement: -- Reduces the commitments of the lenders from $75 million to $60 million (under certain conditions as set forth in the Loan Agreement and upon request of the borrowers, the commitment may be increased to $85 million, where formerly this amount was $100 million); -- Eliminates Garlock as a borrower and Garrison and two domestic subsidiaries of Garlock as guarantors under the Loan Agreement, releases Garlock, Garrison and its subsidiaries from the covenants under the Loan Agreement and releases all liens on the assets of Garlock, Garrison and its subsidiaries as collateral under the Loan Agreement; -- Eliminates Garlock's accounts and inventory from the borrowing base under the Loan Agreement; -- Permits a letter of credit in the face amount of $4,721,323 for the account of Garlock and provides for the bank products obligations of Garlock, Garrison and such subsidiaries to Bank of America, N.A. and its affiliates to be rolled over from the Loan Agreement to a specified debtor-in-possession credit facility to be provided by Bank of America, N.A. to Garlock and Garrison; -- Increases the applicable interest rate on borrowings, with the applicable margin on LIBOR-based loans ranging from 2.00% to 2.50% per annum based on the level of outstanding borrowings and the borrowing base and with the applicable margin on base rate, or "prime rate," loans similarly ranging from 1.00% to 1.50%; and -- Increases the fee with respect to the unused portion of the commitment under the Loan Agreement from 0.25% to 0.50% per annum. The conditions to the effectiveness of these changes include: (a) Certification that no default or event of default exists under the Loan Agreement; (b) The commencement of the 524(g) Proceeding by Garlock, Garrison and Anchor in the United States Bankruptcy Court for the Western District of North Carolina; (c) The entry by Garlock and Garrison into a debtor-in- possession loan agreement with Bank of America, N.A. on terms mutually acceptable to the parties; (d) Entry by the Bankruptcy Court of an interim financing order, in form and substance satisfactory to Bank of America, N.A., approving, among other matters, the debtor-in-possession loan agreement, granting liens in favor of Bank of America, N.A. as security for the letter of credit and bank products rolled over to the debtor-in-possession credit facility, and the other obligations under the debtor-in-possession loan agreement; (e) Entry by the Bankruptcy Court of an order, in form and substance satisfactory to Bank of America, N.A. authorizing the continuation of the cash management system currently in place during the pendency of the 524(g) Proceeding; (f) All first-day orders in the 524(g) Proceeding that in the reasonable judgment of Bank of America N.A. may have an impact upon the debtor-in-possession loan agreement or collateral security therefor shall be in form and substance satisfactory to Bank of America, N.A.; (g) Payment of the applicable amendment fee and other fees and expenses; and (h) As of the date of the satisfaction of the preceding conditions, the interim financing order related to the debtor-in-possession facility shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of Bank of America, N.A. About EnPro Industries EnPro Industries, Inc. is engaged in the design, development, manufacturing and marketing of engineered industrial products. It has three business segments: sealing products segment, engineered products segment, and engine products and services segment. In February 2009, the Company purchased PTM (UK) Limited. In August 2009, it acquired USA Parts & Service, LLC. In September 2009, it acquired Player & Cornish P.E.T. Limited. In December 2009, it acquired Technetics Corporation. In March 2010, the Company sold its Quincy Compressor to Atlas Copco AB. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. EXELTECH AEROSPACE: Bombardier Plans to Acquire Hangar ------------------------------------------------------ Bombardier disclosed the acceptance of its offer to purchase the Saint-Laurent facilities of ExelTech Aerospace Inc. following the latter's bankruptcy. The acquisition will increase Bombardier's Global Completion Centre (GCC) capabilities for its Global 5000 and Global Express XRS business jets. The world-class GCC is a fully integrated completion facility with the capability to define, engineer, fabricate, certify and deliver customized interior installations. Bombardier's GCC is known for its superior quality and workmanship, as well as for its customer- centric focus. Bombardier's Global business jets are recognized throughout the industry as the ultimate in design and performance. "The acquisition of the ExelTech facility positions us to better serve our customers with the highest quality completions for our flagship Global business aircraft," said Steve Ridolfi, President, Bombardier Business Aircraft. The acquisition of this facility from RSM Richter Inc., in its capacity of receiver of ExelTech Aerospace Inc., is subject to closing conditions including obtaining the approval of the Superior Court of Quebec, as is customary for this type of transaction. About Bombardier Inc. Bombardier Inc., headquartered in Montreal, Quebec, is a diversified manufacturing company involved in the aerospace and transportation markets. * * * As reported in the Troubled Company Reporter-Latin America on March 18, 2010, Standard & Poor's Ratings Services said it assigned its 'BB+' debt rating (the same as the corporate credit rating on the company) and '4' recovery rating to Montreal-based Bombardier Inc.'s proposed US$650 million senior unsecured notes due 2018 and US$850 million senior unsecured notes due 2020. The '4' recovery rating indicates S&P's expectation of an average (30%-50%) recovery in the event of a payment default. About ExelTech Aerospace ExelTech Aerospace Inc. (TSX Venture: XLT) -- http://www.exeltech-aerospace.com/-- is a first tier maintenance, repair and overhaul company. ExelTech Aerospace announced February 4, 2010, that it has filed a notice of intention to file a proposal under the Bankruptcy and Insolvency Act (Canada), seeking protection from its creditors. ExelTech has retained RSM Richter Inc. to act as its trustee to the NOI and Davies Ward Phillips & Vineberg, LLP as its counsel. ExelTech Aerospace said May 28 that it and its subsidiaries, ExelTech Canada Inc. and ExelTech YUL Inc., have not sought a further extension of the period in which to file proposal under the Bankruptcy and Insolvency Act (Canada), which expires May 28. As a consequence, ExelTech Aerospace Inc., ExelTech Canada Inc. and ExelTech YUL Inc. will each be deemed to have filed assignments in bankruptcy. In light of the foregoing, the directors of ExelTech Aerospace have resigned. FRASER PAPERS: Delays Filing of First Quarter Financials -------------------------------------------------------- Fraser Papers Inc. disclosed that the financial statements for the interim period ended April 10, 2010, including the related management discussion and analysis, and CEO and CFO certifications will not be filed by the June 9, 2010 due date. Fraser Papers remains under creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act, with its stay of proceedings having been extended by the court to July 9, 2010. The Company is working diligently to finalize the accounting for certain restructuring transactions and will file the Required Documents as soon as is practicable. Until the Required Documents are filed, the Company intends to provide information in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults. About Fraser Papers Fraser Papers -- http://www.fraserpapers.com/-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company and its subsidiaries filed for protection under the Companies Creditors Arrangement Act (Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S. Bankruptcy Code. Fraser is represented by Michael Barrack, Esq., Robert I. Thornton, Esq., and D.J. Miller, Esq., at ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del. With adequate financing to support continuing operations, Fraser says it is developing a restructuring plan to present to its creditors -- hopefully by Oct. 16, 2009 -- with the objective of emerging with a sustainable and profitable specialty papers business. FREDDIE MAC: Amends Bylaws to Revise Notice Provisions ------------------------------------------------------ The Board of Directors of Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation) on June 4, 2010, adopted amendments to the company's Bylaws, effective July 1, 2010. The amendments were made primarily to revise the notice provisions of the Bylaws (Sections 3.3(c), 4.9(a) and 7.1) to conform to changes in the notice provisions in the Virginia Stock Corporation Act that will become effective on July 1, 2010. A full-text copy of the BYLAWS OF THE FEDERAL HOME LOAN MORTGAGE CORPORATION, as amended and restated July 1, 2010, is available at no charge at http://ResearchArchives.com/t/s?6481 About Freddie Mac Based in McLean, Virginia, Freddie Mac (NYSE: FRE) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. The Company's participation in the secondary mortgage market includes providing its credit guarantee for residential mortgages originated by mortgage lenders and investing in mortgage loans and mortgage- related securities. The Company earns management and guarantee fees for providing its guarantee and performing management activities (such as ongoing trustee services, administration of pass-through amounts, paying agent services, tax reporting and other required services) with respect to issued PCs and Structured Securities. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. GARLOCK SEALING: EnPro Conf. Call Discusses Asbestos Claims ----------------------------------------------------------- EnPro Industries, Inc., hosted a conference call on June 7, 2010, to discuss the Garlock asbestos claims resolution process. A webcast of the conference call is available on the company's Web site http://www.enproindustries.com EnPro will also host an analyst and investor conference on June 10, 2010, from 8:00 a.m. until noon at the Omni Berkshire Hotel in New York. A webcast of the conference will be available at http://www.enproindustries.com Institutional investors and analysts who are interested in attending can register for the conference at: https://www.meetmax.com/enpro_investor_day.html About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARLOCK SEALING: EnPro Industries May Record Gain in Q2 ------------------------------------------------------- EnPro Industries Inc. has determined that as a result of the filing of voluntary petitions by Garlock Sealing Technologies and two other affiliates, under generally accepted accounting principles, it ceased to have the ability to exert control over the three entities on or about the Petition Date. Accordingly, the Company's investment in Garlock, Anchor Packing Company and Garrison Litigation Management Group, Ltd., will be deconsolidated from the Company's financial results beginning on the Petition Date, and the resulting net investment adjusted to its fair value as of the Petition Date. Based upon a preliminary assessment of the effect of deconsolidation of these subsidiaries, the Company does not believe that any loss will be recorded and may record a gain in the period ending June 30, 2010. In addition, as a result of the deconsolidation of Garlock, Garrison and Anchor from the Company's financial results, commencing on the Petition Date the Company's consolidated financial results will reflect interest expense relating to outstanding intercompany promissory notes issued by consolidated subsidiaries of the Company in favor of Garlock, and these promissory notes will be reflected as liabilities in the Company's consolidated balance sheets. These promissory notes initially arose in 2005 as a result of an internal reorganization in which the businesses of certain subsidiaries of Garlock were transferred from Garlock to other subsidiaries of EnPro at estimated fair values. The terms of these promissory notes were recently extended to 2017 and the annual interest rate increased from 6.5% to 11%. Of the 11% annual interest rate, interest at a rate of 6.5% is paid in cash and the remaining interest at a rate of 4.5% is paid in kind by the delivery of additional promissory notes of the same terms with an initial principal balance equal to such interest payment. About EnPro Industries EnPro Industries, Inc. is engaged in the design, development, manufacturing and marketing of engineered industrial products. It has three business segments: sealing products segment, engineered products segment, and engine products and services segment. In February 2009, the Company purchased PTM (UK) Limited. In August 2009, it acquired USA Parts & Service, LLC. In September 2009, it acquired Player & Cornish P.E.T. Limited. In December 2009, it acquired Technetics Corporation. In March 2010, the Company sold its Quincy Compressor to Atlas Copco AB. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. GARLOCK SEALING: Proposes Asbestos Claimants' Notice Procedures --------------------------------------------------------------- Garlock Sealing Technologies LLC produces and sells high performance fluid-sealing products, including gaskets and compression packing used in internal piping and valve assemblies in numerous industries. Some of the gaskets and packing produced or sold by Garlock and The Anchor Packing Company contained encapsulated asbestos. Since the 1970s, Garlock and Anchor have received hundreds of thousands of claims by individuals alleging they suffer from personal injuries related to exposure to those products. As of December 31, 2009, the Debtors had received 850,000 claims and paid $1.37 billion in indemnity payments and about $389 million in legal costs to resolve those claims. About 100,000 of those claims remain pending and Garrison Litigation Management Group, Ltd., pays over $100 million annually to defend and resolve the Asbestos Claims. In light of the manner in which counsel have represented those claimants, the Debtors have not obtained personal contact information to permit them or the Court to transmit bankruptcy notices to the Asbestos Claimants directly, Ashley K. Neal, Esq., at Rayburn Cooper & Durham, P.A., in Charlotte, North Carolina, relates. Against this backdrop, the Debtors ask the Court to approve certain notice procedures for the Asbestos Claimants. Specifically, the Debtors propose that notices and other communications to the Asbestos Claimants, when required by the Court, be transmitted to their counsel of record instead of sending those notices to the Asbestos Claimants individually and separately. In addition, in making any initial transmission of notice to the Asbestos Claimants through their counsel of record, the Debtors will include a listing directed to each counsel that identifies the Asbestos Claimants for which that counsel has appeared. At that appropriate juncture in their Chapter 11 cases, the Debtors will propose means to give notice to unknown Asbestos Claimants and will seek the appointment of a legal representative to represent persons that might subsequently assert demands of the same kind as the Asbestos Claimants. Ms. Neal asserts that the Debtors have no reasonable means to discover information to permit direct communications with the known Asbestos Claimants, nor would initiating direct communications comport with their course of dealings. In contrast, the Asbestos Claimant Notice Procedures will ease the Debtors' administrative burden of sending notices to thousands of individuals, resulting in cost savings to the Debtors' estates for the benefit of their creditors, she says. In addition, the Debtors intend to reduce any risk of any prejudice to the Asbestos Claimants by implementation of the Asbestos Claimant Notice Procedures by publishing, when appropriate, relevant notices concerning the Cases in certain nationally circulated publications, she maintains. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARLOCK SEALING: Seeks July 20 Extension for Schedules ------------------------------------------------------ Section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure provides that if the bankruptcy petition is accompanied by a list of all the debtor's creditors and their addresses, each debtor is required, within 15 days from the Petition Date, to file with the Court (a) a schedule of assets and liabilities, (b) a statement of financial affairs, (c) a schedule of current income and expenditures, (d) a statement of executory contracts and unexpired leases and (e) a list of equity security holders. By this motion, Garlock Sealing Technologies LLC and its units ask the Court to extend the 15-day deadline to file their Schedules and Statements for another 31 days, through and including July 20, 2010. Ashley K. Neal, Esq., at Rayburn Cooper & Durham, P.A., in Charlotte, North Carolina, tells the Court that due to the number of creditors, as well as the size and complexity of the Debtors' business operations, there was insufficient time to prepare the Schedules and Statements. The Debtors believe that the accuracy of the Schedules and Statements will be greatly enhanced if the proposed extension is approved, Ms. Neal relates. The Debtors already filed a list of the known holders of claims with their voluntary petitions on the Petition Date. Recognizing the importance of the Schedules and Statements in the Chapter 11 cases, the Debtors intend to complete the Schedules and Statements as quickly as possible under the circumstances, she says. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARLOCK SEALING: EnPro Has Interim Injunction for Asbestos Suits ---------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge George R. Hodges in Charlotte, North Carolina, signed on June 7 a temporary injunction stopping asbestos lawsuits against Garlock Sealing Technologies LLC and its debtor-affiliates. The report notes that the injunction also includes claim against non-debtor parent EnPro Industries Inc. and 65 affiliates not in bankruptcy. Judge Hodges, according to Bloomberg, will hold a June 21 hearing on a preliminary injunction to decide if he should continue the ban on suits against non-bankrupt companies. Suits against the companies in Chapter 11 are automatically stopped by the bankruptcy filing alone. Judge Hodges at a hearing on June 8 granted interim access to a $10 million loan for the Chapter 11 case being provided by Bank of America NA, the existing secured lender. The final hearing on financing is scheduled for June 30. About EnPro Industries EnPro Industries, Inc., is engaged in the design, development, manufacturing and marketing of engineered industrial products. It has three business segments: sealing products segment, engineered products segment, and engine products and services segment. In February 2009, the Company purchased PTM (UK) Limited. In August 2009, it acquired USA Parts & Service, LLC. In September 2009, it acquired Player & Cornish P.E.T. Limited. In December 2009, it acquired Technetics Corporation. In March 2010, the Company sold its Quincy Compressor to Atlas Copco AB. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. GENERAL GROWTH: May Turn Over 13 Properties Upon Emergence ---------------------------------------------------------- General Growth Properties, Inc., disclosed in its monthly operating report for the month ended April 30, 2010, that it has identified 13 "underperforming" retail properties that may be turned over to lenders after the company emerges from bankruptcy. GGP Chief Financial Officer Edmund Hoyt relates that pursuant to the agreements with the lenders for those properties, GGP has until two days after its emergence to determine whether the collateral property for those loans should be deeded to the applicable lender or the property should be retained with further modified loan terms. Mr. Hoyt relates that before GGP's emergence from Chapter 11, all cash produced by the property is under the control of applicable lenders and GGP is required to pay any operating expense shortfall. Similarly, the applicable lender can change the manager of the property or put the property in receivership and GGP has the right to deed the property to the lender, but none of those actions have yet occurred, he points out. Of the 13 Properties, five of the Properties had emerged as of December 31, 2009, for which GGP recorded a gain in reorganization items of $54.2 million for the year ended December 31, 2009, Mr. Hoyt discloses. The remaining eight properties emerged during the first quarter of 2010, for which GGP recorded a gain in reorganization items of $69.3 million, he states. Daniel Taub and Prashant Gopal of Bloomberg News, report that the properties, consisting of 12 malls and one community center, are in Virginia, Michigan, Louisiana, Tennessee, Utah, Colorado, California and Florida, citing a list provided by a person with knowledge of the plans. Grand Traverse Mall in Traverse City, Michigan, a regional shopping center; Oviedo Marketplace in Oviedo, Florida and Chapel Hills Mall in Colorado Springs, Colorado were among the properties named by the source who asked not to be named because the identity of the properties have not been made public, Bloomberg says. A full-text copy of the April 2010 MOR is available for free at http://bankrupt.com/misc/ggpapril2010mor.pdf About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Phase II Mall, 5 Others Emerge from Ch. 11 ---------------------------------------------------------- Six debtor affiliates of General Growth Properties, Inc., exited Chapter 11 on May 28, 2010, and June 4, 2010, according to a notice filed with the United States Bankruptcy Court for the Southern District of New York. Phase II Mall Subsidiary, LLC, and Fashion Show Mall LLC emerged from Chapter 11 on May 28, 2010. GGP-Mall of Louisiana Holding, Inc.; Mall of Louisiana Holding, Inc.; GGP-Mall of Louisiana II, L.P.; and GGP-Mall of Louisiana L.P. emerged from Chapter 11 on June 4, 2010. The Plan Debtors' Joint Plan of Reorganization is deemed effective as of May 28, 2010 and June 4, 2010. Counsel to GGP, James H.M. Sprayregen, P.C., at Weil, Gotshal & Manges LLP, in New York, told Judge Gropper that each of the conditions precedent to consummation of the Plan has been satisfied or waived in accordance with the Plan. After the Effective Date, and without the need for further Court approval, the Plan Debtors may (a) cause any or all of the Plan Debtors to be merged into or contributed to one or more of the Plan Debtors or non-Debtor Affiliates, dissolved or otherwise consolidated or converted, (b) cause the transfer of assets between or among the Plan Debtors or non-Debtor Affiliates or (c) engage in any other transaction in furtherance of the Plan. The Plan provides for 100% recovery to all holders of Claims against, and Interests in, the Plan Debtors. The order confirming the Plan on December 15, 2009, the second order confirming the Plan on December 23, 2009, the third order confirming the Plan on January 20, 2010, the fourth order confirming the Plan on February 16, 2010, the fifth order confirming the Plan on March 3, 2010, the sixth order confirming the Plan on March 18, 2010, the seventh order confirming the Plan on March 26, 2010, the eighth order confirming the Plan on April 29, 2010, the ninth order confirming the Plan on May 20, 2010, and the Plan establish certain deadlines by which holders of Claims must take certain actions. Full-text copies of the Confirmation Orders dated December 15, and 23, 2009, January 20, 2010, February 16, 2010, and March 3, 18 and 26, 2010, April 29, 2010 and May 20, 2010 are available for free at: http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf http://bankrupt.com/misc/ggp_Mar18ConfOrder.pdf http://bankrupt.com/misc/ggp_Mar26ConfOrder.pdf http://bankrupt.com/misc/ggp_Apr29ConfOrder.pdf http://bankrupt.com/misc/ggp_May20ConfOrder.pdf About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Sticks with Brookfield's Offer for Plan ------------------------------------------------------- General Growth Properties, Inc., is set to proceed with a plan to emerge from bankruptcy backed by a group led by Brookfield Asset Management Inc. as a deadline for others to submit bids elapsed, Reuters reports, citing a source familiar with the matter. As previously reported, potential investors faced the deadline of June 2, 2010, to submit final proposals -- solid fully financed, binding offers with proposed final documentation -- to GGP. GGP intends to select the final proposal it will consummate on July 2, 2010, and targets to file a Chapter 11 plan and disclosure statement incorporating that final proposal on the same day. In May 2010, Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York approved the bidding procedures governing GGP's selection of the best transaction for its emergence from Chapter 11, including the issuance of warrants to serve as compensation for the financial commitments to be provided under the BFP Proposal. The latest Brookfield proposal is a $6.55 billion equity investment and $2 billion capital backstop offer from Brookfield's affiliate, REP Investments LLC, an affiliate of Brookfield Asset Management Inc., Fairholme Capital Management, LLC, and Pershing Square Capital Management, L.P., for the assets of GGP. Although the June 2 deadline has passed, GGP can still entertain better bids to either buy the company or to fund it as stand-alone entity before the July 2 deadline, Reuters notes. Simon Property Group, which had aggressively pursued GGP for months, walked away after the Brookfield group was granted the inside track, and it has not returned to the table so far, the source told Reuters. In addition, Blackstone Group, which had partnered with Simon on its bid for GGP, is interested in joining the Brookfield-led consortium, but it has not signed an investment agreement yet, the source revealed, declining to be named because talks are not public, says Reuters. Blackstone was also said to be considering investing $500 million alongside the Brookfield group, another source told Reuters last May. GGP received an expression of interest from one other consortium looking to replace the Fairholme-Pershing part of its recapitalization proposal, the source disclosed, Reuters relates. The rival group's offer would have potentially come at a better price than the $15 per share investment from the Brookfield-led group, but the terms overall were not good enough for GGP to change track, the source said, Reuters notes. The source continued that the Fairholme-Pershing investment terms offer more flexibility and other terms that are better, Reuters notes. Retailers Uncertain of Outcome of GGP's Restructuring Tenants remain wary of how GGP's soon emergence from Chapter 11 may ultimately affect their rent, according to luxury retail experts, Reuters relates. "What ultimately happens with GGP is very interesting to us," William Susman, chief operating officer of boutique investment bank Financo, was quoted at the Reuters Global Luxury Summit in New York, as saying. Mr. Susman explained that a continued consolidation of landlord leverage over the retailers makes smaller mall stores nervous, citing that the rates may go up, Reuters relates. The smaller mall stores account for nearly all the mall rent, Reuters says. Reuters notes that one of GGP's reasons for rejecting Simon's final bid were concerns over antitrust issues. A Simon-General Growth combination would give Simon control over more than half of the top quality, or Class "A" U.S. malls based on an independent research firm Green Street Advisors, Reuters relates. Executives at the Reuters Global Luxury Summit were also reluctant to take sides over the best path for GGP, Reuters notes. Saks Inc. Chief Executive Officer Stephen Sadove says whatever happens to GGP will not likely affect its business, Reuters discloses. However, Lew Frankfort, chief executive officer of Coach Inc., says he hoped that Simon would prevail, as the top management of GGP changed a few weeks before the company filed for bankruptcy, Reuters relates. "Simon takes particular care of its properties and is always forward-minded," Mr. Frankfort elaborates, Reuters adds. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL LAND: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: General Land Corporation 200 Newbury Street, 4th Floor Boston, MA 02116 Bankruptcy Case No.: 10-16174 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 Company did not file a list of creditors together with its petition. The petition was signed by Carol S. Parks. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- 30-32 Oliver Street Corporation 10-16173 06/04/10 Assets: $1,000,001 to $10,000,000 Debts: $100,000,001 to $500,000,000 The 131 Arlington Street Trust, 10-16177 06/04/10 a Massachusetts business trust Assets: $1,000,001 to $10,000,000 Debts: $100,000,001 to $500,000,000 100 Stuart Street, LLC 10-14534 04/28/10 Auto Sales & Service, Inc. 10-14528 04/28/10 Frank Sawyer Corporation 10-14533 04/28/10 General Trading Company 10-14532 04/28/10 SW Boston Hotel Venture, LLC 10-14535 04/28/10 GOLDBERG-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Panel ---------------------------------------------------------------- The Office of the U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court for the Middle District of Florida that until further notice, it will not appoint an official committee of unsecured creditors in the Chapter 11 cases of Goldberg- Baymeadows, LLC, et al. The U.S. Trustee explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D. Fla. Case No. 10-01637). Jason B. Burnett, Esq., at GrayRobinson, P.A., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. GOLDSPRING INC: Gets FINRA Approval for Reverse Stock Split ----------------------------------------------------------- GoldSpring Inc. has received approval from the Financial Industry Regulatory Authority clearing the reverse stock split previously approved by its stockholders and announced on May 10, 2010. According to FINRA's approval, the reverse stock split will take effect on Monday, June 7, 2010. On the Effective Date, the Company's trading symbol will be changed from "GSPG" to "GSPGD" for approximately 20 business days after which it will revert to GSPG. Upon the effectiveness of the reverse stock split, there will be approximately 18.7 million shares issued and outstanding. All records of the Company's transfer agent, Corporate Stock Transfer will be updated to reflect the change. On the Effective Date, Corporate Stock Transfer will provide instructions to stockholders relating to the issuance of book-entry evidence of ownership giving effect to the reverse stock split and to the issuance of new stock certificates. Shares held as part of the DTC System will be automatically adjusted on the same basis. Virginia City, Nev.-based Goldspring, Inc. (OTC BB: GSPG) is a North American precious metals mining company, focused in Nevada, with extensive, contiguous property in the Comstock Lode District. * * * The Company's balance sheet as of March 31, 2010, showed $4,886,495 in assets and $33,865,489 of liabilities, for a stockholders' deficit of $28,978,994. GRAHAM PACKAGING: Lennox Replaces Sudan as Food & Bev Chief ----------------------------------------------------------- Ashok Sudan on June 2, 2010, notified Graham Packaging Company Inc. of his decision to resign from his position as the Company's Executive Vice President and General Manager, Global Food and Beverage effective June 30, 2010, to become the Chief Executive Officer of a European company based in Paris. Effective June 30, 2010, Peter T. Lennox -- the Company's Senior Vice President, General Manager of Household Chemical and Automotive, Personal Care/Specialty and South America -- will assume Mr. Sudan's responsibilities and will be appointed Senior Vice President, General Manager Food and Beverages. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. The Company's balance sheet at March 31, 2010, showed $2.1 billion in total assets, $415.4 million in total current liabilities, $2.2 billion in long-term debt, $17.7 million in deferred income taxes, $17.7 million other non-current liabilities, and $96.2 in million commitments and contingent liabilities, for a total partners' deficit of $611.8 million. GULF FLEET: Thoma-Sea Challenges Non-Appointment to Committee ------------------------------------------------------------- Thoma-Sea Boat Builders, L.L.C., asked the Western District of Louisiana bankruptcy court to review the United States Trustee's decision not to appoint Thoma-Sea to the Official Committee of Unsecured Creditors in the Gulf Fleet Holdings, Inc., et al. bankruptcy cases, netDockets Blog reports. According to the report, Thoma-Sea asserts that it is entitled to be appointed to the Creditors' Committee because Gulf Fleet listed Thoma-Sea as its second-largest unsecured creditor in its petition with a $451,000 undisputed claim. The report relates that by comparison, the five creditors appointed to the Creditors' Committee and the amount of their claims listed by Gulf Fleet are: * Hudson Drydocks, Inc. ($613,000) * Cummins Mid-South, LLC ($114,000 disputed) * NREC Power Systems ($71,000) * Genesis Offshore, LLC ($119,000) * Doerle Food Services, LLC ($63,000) The report says that notably, none of the third, fourth, fifth and sixth largest unsecured creditors were appointed to the Creditors' Committee, although it is unknown whether any of those creditors were interested in serving on the Committee. The report relates that Thoma-Sea's motion reports that one of the company's representatives was contacted by the United States Trustee but was not asked to serve on the Committee. According to the motion, the report says, Thoma-Sea was informed (but the motion does not disclose the source of this information) that Gulf Fleet objected to Thoma-Sea's appointment to the Committee because of on-going litigation between an affiliate of Thoma-Sea and a non-debtor affiliate of Gulf Fleet. Thoma-Sea asserts that the litigation, which involves failure to pay for a new ship, is "unrelated" to the bankruptcy, "does not involve financial information of any of the Debtors," and does not constitute "valid grounds to disqualify" the company from serving on the Committee, the report adds. NetDockets Blog notes that Thoma-Sea also filed a request for its motion to be heard on an expedited basis. The report relates that it asserts that a quick decision is necessary because it "will not be able to participate during early deliberations of the creditors committee if the motion is successful." While the U.S. Trustee consented to a June 22 hearing, the creditor seeks an even earlier hearing, the report adds. The report says that while not expressly referenced by Thoma-Sea, its assertion regarding the importance of early Committee involvement is supported by a pleading filed last week by the Creditors' Committee. The Creditors' Committee filed an application to retain McKool Smith, P.C. as its counsel on May 26, 2010. However, the report notes that the Creditors' Committee filed a motion asking the bankruptcy court to immediately approve its retention application on an interim basis because "significant issues have arisen that require immediate analysis and advice of counsel for the Committee" and interim approval of McKool's retention is necessary "to avoid immediate and irreparable harm to the Committee and to allow the Committee to be adequately represented in the Bankruptcy Case at all times. About Gulf Fleet Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC; Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La. Case No. 10-50713). The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. * * * As reported in the Troubled Company Reporter-Latin America on June 2, 2010, the Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana extended, at the behest of Gulf Fleet Holdings, Inc., et al., the deadline for the filing of schedules of assets and liabilities and statement of financial affairs for an additional 30 days or until June 27, 2010. The Debtors' schedules and statements were initially due on May 28, 2010, but the Debtors asked for additional time to gather together the necessary information to complete their schedules and statements. HARRAH'S ENTERTAINMENT: Files Prospectus for Resale of Notes ------------------------------------------------------------ Harrah's Entertainment, Inc., on May 24, 2010, filed with the Securities and Exchange Commission a prospectus to cover resales by holders of: (i) $22,206,000 of 10.00% Second-Priority Senior Secured Notes due 2015 issued by Harrah's Operating Company, Inc., on December 24, 2008; (ii) $31,765,000 of 10.00% Second-Priority Senior Secured Notes due 2018 issued by HOC on December 24, 2008; (iii) $291,146,000 of 10.00% Second-Priority Senior Secured Notes due 2018 issued by HOC on April 15, 2009; (iv) $398,894,000 of 5.625% Senior Notes due 2015; (v) $224,520,000 of 6.50% Senior Notes due 2016; and (vi) $335,561,000 of 5.75% Senior Notes due 2017. The 2015 Second Lien Notes mature on December 15, 2015, and the 2018(1) Second Lien Notes and 2018(2) Second Lien Notes mature on December 15, 2018. Interest on each series of the Second Lien Notes is payable in cash on June 15 and December 15 and accrues at a rate of 10.00% per annum. The 2015 Senior Notes mature on June 1, 2015, the 2016 Senior Notes mature on June 1, 2016, and the 2017 Senior Notes mature on October 1, 2017. Interest on the 2015 Senior Notes is payable in cash on June 1 and December 1 and accrues at a rate of 5.625% per annum. Interest on the 2016 Senior Notes is payable in cash on June 1 and December 1 and accrues at a rate of 6.50% per annum. Interest on the 2017 Senior Notes is payable in cash on April 1 and October 1 and accrues at a rate of 5.75% per annum. At any time prior to December 15, 2012, HOC may redeem, in whole or in part, the 2015 Second Lien Notes at a price equal to 100% of the principal amount of the 2015 Second Lien Notes redeemed plus accrued and unpaid interest to the redemption date and a "make- whole" premium. Thereafter, HOC may redeem the 2015 Second Lien Notes, in whole or in part, at the redemption prices set forth in this prospectus. At any time prior to December 15, 2013, HOC may redeem, in whole or in part, the 2018(1) Second Lien Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2018(1) Second Lien Notes redeemed plus accrued and unpaid interest to the redemption date and a "make-whole" premium and/or the 2018(2) Second Lien Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2018(2) Second Lien Notes redeemed plus accrued and unpaid interest to the redemption date and a "make-whole" premium. Thereafter, HOC may redeem the 2018(1) Second Lien Notes and/or the 2018(2) Second Lien Notes, in whole or in part, at the redemption prices set forth in this prospectus. In addition, on or prior to December 15, 2011, HOC may redeem up to 35% of the aggregate principal amount of the 2015 Second Lien Notes, the 2018(1) Second Lien Notes and/or the 2018(2) Second Lien Notes with the net cash proceeds from certain equity offerings at the redemption prices set forth in this prospectus. At any time prior to their respective maturity dates, HOC may redeem, in whole or in part, any series of the Senior Notes at a price equal to 100% of the principal amount of such series of Senior Notes redeemed plus accrued and unpaid interest to the redemption date and a "make-whole" premium. The notes are senior indebtedness of HOC, rank pari passu in right of payment with all of its existing and future senior indebtedness of HOC, are senior in right of payment to all of its existing and future subordinated indebtedness of HOC and are effectively subordinated in right of payment to all of the existing and future indebtedness and liabilities of its subsidiaries (in the case of the Senior Notes) and its subsidiaries that are not Subsidiary Pledgors (in the case of the Second Lien Notes). In addition, the Senior Notes are effectively subordinated to any senior secured indebtedness of HOC or Harrah's Entertainment, including the Second Lien Notes, as well as HOC's senior secured credit facilities and first lien notes, in each case to the extent of the assets securing such indebtedness. The notes are irrevocably and unconditionally guaranteed by Harrah's Entertainment. The Second Lien Notes will be secured by second-priority liens on certain assets of HOC and each wholly owned, domestic subsidiary of HOC that is a subsidiary pledgor with respect to the senior secured credit facilities. The liens are junior in priority to the liens on substantially the same collateral securing the senior secured credit facilities and the first lien notes and to all other permitted prior liens, including liens securing certain derivative obligations and cash management obligations. While the collateral securing the senior secured credit facilities and the first lien notes includes the equity interests of HOC and substantially all of HOC's domestic subsidiaries and "first-tier" foreign subsidiaries, the collateral securing the Second Lien Notes does not include securities and other equity interests of HOC or its subsidiaries. The Company has not applied, and does not intend to apply, for listing of the notes on any national securities exchange or automated quotation system. HOC will not receive any proceeds from the resale of the notes. About Harrah's Entertainment Las Vegas, Nevada-based Harrah's Entertainment, Inc. -- http://www.harrahs.com/-- through its wholly owned subsidiary, Harrah's Operating Company, Inc., operates nearly 40 casinos across the United States, primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the London Clubs International family of casinos and the World Series of Poker(R). Private equity firms Apollo Global Management and TPG Capital LP acquired Harrah's in January for $31 billion. As of March 31, 2010, the Company had $29.26 billion of total assets, $27.73 billion of total liabilities, and $1.53 billion of stockholders' equity. The March 31 balance sheet showed strained liquidity with $1.67 billion in total current assets against $1.82 billion of total current liabilities. * * * As reported by the Troubled Company Reporter on April 15, 2010, Standard & Poor's Ratings Services raised its corporate credit and issue-level ratings on Las Vegas-based Harrah's Entertainment and its wholly owned subsidiary, Harrah's Operating Co., along with all issue-level ratings on Harrah's debt, by one notch. S&P raised the corporate credit rating to 'B-' from 'CCC+'. The TCR also said Moody's Investors Service affirmed Harrah's Entertainment's Caa3 Corporate Family Rating, Caa3 Probability of Default Rating, and SGL-4 Speculative Grade Liquidity were affirmed. HARRAH'S ENTERTAINMENT: Paulson, Apollo & TPG Ink Investment Deal ----------------------------------------------------------------- Harrah's Entertainment, Inc., on June 3, 2010, entered into: (i) an investment and exchange agreement with Harrah's BC, Inc., a wholly owned subsidiary of Harrah's and Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it; and (ii) an investment and exchange agreement with HBC, Apollo Management VI, L.P., on behalf of certain affiliated investment funds, and TPG Capital, L.P., on behalf of certain affiliated investment funds. Pursuant to the Investment and Exchange Agreements, Paulson and the Sponsors agreed to purchase approximately $532 million and $303 million, respectively, of 5.625% Senior Notes due 2015, 6.5% Senior Notes due 2016 and 5.75% Senior Notes due 2017 in each case issued by Harrah's Operating Company, Inc., a subsidiary of Harrah's, from HBC, for aggregate consideration of approximately $557 million. Harrah's intends to use the proceeds for general corporate purposes, including further balance sheet optimization and strategic investments. Paulson and the Sponsors have also agreed in the Investment and Exchange Agreements to exchange a total of $1,118 million face amount of the Notes at a specified exchange ratio in a private exchange for up to approximately 15.6% of the common equity of Harrah's. Paulson has agreed to exchange up to $710 million of Notes for approximately 9.9% of Harrah's equity and the Sponsors, who are the existing controlling stockholders of Harrah's, have agreed to exchange up to $408 million of Notes for approximately 5.7% of Harrah's equity on the same terms and conditions as Paulson. Any Notes exchanged for equity in the Exchange will be held by HBC and will remain outstanding for purposes of Harrah's Operating, which will continue to pay interest to HBC on such Notes. Following receipt of required regulatory approvals and prior to the Exchange, Harrah's will register Paulson's shares of newly- authorized voting common stock with the Securities and Exchange Commission so that Paulson will receive registered voting common stock in the Exchange. Voting common stock issuable to the Sponsors will not be registered. No board seat or other governance rights will be afforded to Paulson in connection with this investment, and the Sponsors will continue to exercise control over Harrah's following completion of these transactions. Closing of the Exchange will be subject to certain conditions, including the receipt of required approvals from applicable gaming and other regulatory authorities, and there can be no assurance that such conditions will be satisfied. It is anticipated that closing of the purchase and sale of additional Notes will occur promptly following June 4, 2010, with closing of the Exchange to occur during the fourth quarter of 2010 or the first quarter of 2011. Gary Loveman, Chairman of the Board, Chief Executive Officer and President of Harrah's, said of the transactions: "This is an important transaction for Harrah's Entertainment for a number of strategic reasons. We are raising capital for emerging domestic and international growth opportunities, and upon closing of the exchange, will reduce our debt and lower our interest expense. The investment from Paulson, an independent third party and a large, sophisticated investor, reflects the strong and resilient performance of our company, particularly as we emerge from a difficult economic climate, and the encouraging prospects for our future. We also are gratified by the confidence in Harrah's demonstrated by our sponsors, Apollo and TPG." A full-text copy of the Company's statement is available at no charge at http://ResearchArchives.com/t/s?646f A full-text copy of the Investment and Exchange Agreement, dated as of June 3, 2010, among Harrah's Entertainment, Inc., Harrah's BC, Inc. and Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it, is available at no charge at http://ResearchArchives.com/t/s?6470 A full-text copy of the Investment and Exchange Agreement, dated as of June 3, 2010, among Harrah's Entertainment, Inc., Harrah's BC, Inc., Apollo Management VI, L.P., on behalf of certain affiliated investment funds, and TPG Capital, L.P., on behalf of certain affiliated investment funds, is available at no charge at http://ResearchArchives.com/t/s?6471 About Harrah's Entertainment Las Vegas, Nevada-based Harrah's Entertainment, Inc. -- http://www.harrahs.com/-- through its wholly owned subsidiary, Harrah's Operating Company, Inc., operates nearly 40 casinos across the United States, primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the London Clubs International family of casinos and the World Series of Poker(R). Private equity firms Apollo Global Management and TPG Capital LP acquired Harrah's in January for $31 billion. As of March 31, 2010, the Company had $29.26 billion of total assets, $27.73 billion of total liabilities, and $1.53 billion of stockholders' equity. The March 31 balance sheet showed strained liquidity with $1.67 billion in total current assets against $1.82 billion of total current liabilities. * * * As reported by the Troubled Company Reporter on April 15, 2010, Standard & Poor's Ratings Services raised its corporate credit and issue-level ratings on Las Vegas-based Harrah's Entertainment and its wholly owned subsidiary, Harrah's Operating Co., along with all issue-level ratings on Harrah's debt, by one notch. S&P raised the corporate credit rating to 'B-' from 'CCC+'. The TCR also said Moody's Investors Service affirmed Harrah's Entertainment's Caa3 Corporate Family Rating, Caa3 Probability of Default Rating, and SGL-4 Speculative Grade Liquidity were affirmed. HARTMARX CORP: Wins Nod of Settlement with Lenders -------------------------------------------------- Bill Rochelle at Bloomberg News reports that XMH Corp., the bankruptcy estate of Hartmarx Corp., won approval of a settlement with secured lenders that will bring in $750,000 cash while releasing $2.25 million being held aside for professional fees. The Official Committee of Unsecured Creditors, Bloomberg recounts, sued Wachovia Capital Finance Corp. as agent for the lenders, alleging that the banks' lien didn't extend to $12 million generated from ending a lease in New York. There were also claims against Moelis & Co. LLC, the financial advisers for Hartmarx. According to the report, under the settlement, Moelis will pay $150,000 of the $750,000 cash payment. There will also be a waiver of $2 million in claims against the Hartmarx bankrupt estate. A hearing to approve the settlement is scheduled for June 7. Hartmarx will lose its exclusive period to propose a plan after July 23, when Hartmarx will have been in Chapter 11 for 18 months. The Creditors Committee already has the right to file its own plan for the Debtor. About Hartmarx Corp Based in Chicago, Illinois, Hartmarx Corporation -- http://www.hartmarx.com/-- produced and marketed business, casual, and golf apparel under its own brands, which included Hart Schaffner Marx, Hickey-Freeman, Palm Beach and Coppley, among others. A drop off in demand for tailored clothing led to poor sales. The company and 51 affiliates sought Chapter 11 bankruptcy protection on January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046). George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed $483,108,000 in total assets and $261,220,000 in total debts as of August 31, 2008. In June 2009, Hartmark received permission to sell it business to Emerisque Brands U.K. Ltd. and SKNL North America Ltd. for $119 million, including $70.5 million cash, the assumption of $33.5 million in debt, and a junior secured note for $15 million. HELIX ENERGY: S&P Downgrades Rating to B/Negative/-- ---------------------------------------------------- Standard & Poor's Ratings Services took several rating actions on eight U.S. oil and gas companies following an industry review. S&P's review of the sector follows its release on June 1, 2010, which indicated S&P would review companies with operating exposure to the Gulf Of Mexico following the U.S. Department of the Interior's extension of the moratorium on drilling permits. The six-month moratorium affects permits issued for new drilling operations at water depths greater than 500 feet. S&P believes that when the moratorium is eventually lifted, there could be extensive delays in issuing new permits due to high initial volume and new safety and operating standards imposed. The rating actions also reflect S&P's heightened concerns about the burgeoning scope of the Macondo well disaster. The flow of oil into the Gulf of Mexico is likely to continue until at least August. Uncertainty about the ultimate remediation cost and potential financial liabilities associated with the disaster has already resulted in a rating downgrade of the corporate credit rating of BP PLC (AA-/Watch Neg/A-1+). S&P's rating actions on Anadarko Petroleum and Transocean reflect these concerns. The financial and operational impact of the disaster on rated issuers that have significant activities in the Gulf of Mexico is also a factor in the negative ratings actions. "The rating actions that we've taken are based on various concerns and possible operating disruptions for companies operating in the GOM due to the moratorium and the flow of oil from the well disaster," said Standard & Poor's credit analyst Thomas Watters. Due to the moratorium, S&P believes the operating and competitive landscape in the GOM will be meaningfully altered for some time. Existing deepwater rig contracts could come under force majeure provisions, resulting in lost cash flow and possibly lower future dayrates once contracts are renegotiated after the moratorium expires. Indeed, several recent announcements by rig operators declaring force majeure support this sentiment. Moreover, S&P believes rigs and vessels operating under 500 feet of water (shallow water) that do not fall under the moratorium could face intense competitive pressures from displaced equipment from drilling service providers, resulting in lower utilizations and dayrates. Shallow water contracts tend to be very short term in nature. Several of S&P's actions reflect these concerns. S&P also believe future operating costs will increase in order to comply with more stringent environmental and operating regulations and that permits will be more difficult to obtain and subject to delays. Ratings List Ratings Lowered Helix Energy Solutions Group Inc. To From -- ---- B/Negative/-- B+/Negative/-- Hornbeck Offshore Services Inc. To From -- ---- B+/Negative/-- BB-/Stable/-- ATP Oil & Gas Corp. To From -- ---- CCC+/Negative/-- B/Stable/-- Hercules Offshore Inc. To From -- ---- B-/Negative/-- B/Negative/-- Outlook Revised To Negative From Stable To From -- ---- Anadarko Petroleum Corp. BBB-/Negative/-- BBB-/Stable/-- SEACOR Holdings Inc. BBB-/Negative/-- BBB-/Stable/-- Ratings Placed On CreditWatch With Negative Implications To From -- ---- Transocean Inc. BBB+/Watch Neg/-- BBB+/Stable/-- PHI Inc. B+/Watch Neg/-- B+/Stable/-- HENRY MARINE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Henry Marine Service, Inc. 12 Craig Avenue Staten Island, NY 10307 Bankruptcy Case No.: 10-45294 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Paul Hollender, Esq. Corash & Hollender PC 1200 South Avenue, Suite 201 Staten Island, NY 10314 Tel: (718) 442-4424 Fax: (718) 273-4847 E-mail: info@silawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Dorothy E. Julian, president. HERCULES OFFSHORE: S&P Downgrades Rating to B-/Negative/-- ---------------------------------------------------------- Standard & Poor's Ratings Services took several rating actions on eight U.S. oil and gas companies following an industry review. S&P's review of the sector follows its release on June 1, 2010, which indicated S&P would review companies with operating exposure to the Gulf Of Mexico following the U.S. Department of the Interior's extension of the moratorium on drilling permits. The six-month moratorium affects permits issued for new drilling operations at water depths greater than 500 feet. S&P believes that when the moratorium is eventually lifted, there could be extensive delays in issuing new permits due to high initial volume and new safety and operating standards imposed. The rating actions also reflect S&P's heightened concerns about the burgeoning scope of the Macondo well disaster. The flow of oil into the Gulf of Mexico is likely to continue until at least August. Uncertainty about the ultimate remediation cost and potential financial liabilities associated with the disaster has already resulted in a rating downgrade of the corporate credit rating of BP PLC (AA-/Watch Neg/A-1+). S&P's rating actions on Anadarko Petroleum and Transocean reflect these concerns. The financial and operational impact of the disaster on rated issuers that have significant activities in the Gulf of Mexico is also a factor in the negative ratings actions. "The rating actions that we've taken are based on various concerns and possible operating disruptions for companies operating in the GOM due to the moratorium and the flow of oil from the well disaster," said Standard & Poor's credit analyst Thomas Watters. Due to the moratorium, S&P believes the operating and competitive landscape in the GOM will be meaningfully altered for some time. Existing deepwater rig contracts could come under force majeure provisions, resulting in lost cash flow and possibly lower future dayrates once contracts are renegotiated after the moratorium expires. Indeed, several recent announcements by rig operators declaring force majeure support this sentiment. Moreover, S&P believes rigs and vessels operating under 500 feet of water (shallow water) that do not fall under the moratorium could face intense competitive pressures from displaced equipment from drilling service providers, resulting in lower utilizations and dayrates. Shallow water contracts tend to be very short term in nature. Several of S&P's actions reflect these concerns. S&P also believe future operating costs will increase in order to comply with more stringent environmental and operating regulations and that permits will be more difficult to obtain and subject to delays. Ratings List Ratings Lowered Helix Energy Solutions Group Inc. To From -- ---- B/Negative/-- B+/Negative/-- Hornbeck Offshore Services Inc. To From -- ---- B+/Negative/-- BB-/Stable/-- ATP Oil & Gas Corp. To From -- ---- CCC+/Negative/-- B/Stable/-- Hercules Offshore Inc. To From -- ---- B-/Negative/-- B/Negative/-- Outlook Revised To Negative From Stable To From -- ---- Anadarko Petroleum Corp. BBB-/Negative/-- BBB-/Stable/-- SEACOR Holdings Inc. BBB-/Negative/-- BBB-/Stable/-- Ratings Placed On CreditWatch With Negative Implications To From -- ---- Transocean Inc. BBB+/Watch Neg/-- BBB+/Stable/-- PHI Inc. B+/Watch Neg/-- B+/Stable/-- HIT ENTERTAINMENT: Moody's Affirms 'B3' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed Hit Entertainment Inc.'s B3 corporate family rating and Caa1 probability of default rating subsequent to a recent amendment and extension of the company's first lien bank credit facility. Moody's assess the transaction as having offsetting features that make it appropriate to maintain the existing ratings and outlook. The extension and financial covenant amendment provide Hit with more time to address weak leverage and coverage in advance of refinancing its debts. However, the company's underlying business and financial performance is not affected, and debt repayment capability is not aided by the resulting cash leakage stemming from higher interest rates and significant amendment fees. The transaction also results in debt reduction; this caused a modest adjustment to the loss given default assessment applicable to the first lien credit facility. Ratings and Outlook Actions: Issuer: Hit Entertainment, Inc. * Corporate Family Rating, unchanged/affirmed at B3 * Probability of Default Rating, unchanged/affirmed at Caa1 * Senior Secured First Lien Bank Credit Facility, unchanged/affirmed at B1 with the LGD assessment revised to LGD2, 18% from LGD2, 19% * Senior Secured Second Lien Loan, unchanged/affirmed at Caa2 (LGD4, 68%) Outlook actions: * Outlook unchanged at negative The primarily negative ratings influence continues to be the company's weak leverage and coverage and the inability to amortize indebtedness. The primary positive influence is the underlying value of the company's pre-school entertainment properties, in particular, Thomas the Tank Engine. Hit's recent operating results have been weak, and stem primarily from limited top-line growth that is expected to remain muted over the rating horizon due to continuing weak general economic conditions and limited opportunities for geographic expansion. Results are also heavily reliant on the Thomas property. There are risks that ongoing attempts to re-orient operations and properties will not increase cash flow or alleviate revenue concentration. Absent EBITDA expansion, weak free cash generation will persist and the company will likely have to rely on underlying asset value to refinance of its debts. This may prompt asset sales activity as a debt repayment alternative. Absence near-term EBITDA expansion, ratings may come under renewed pressure later this year. Moody's most recent rating action concerning Hit was taken on September 21, 2009, at which time Moody's downgraded the company's CFR and PDR to B3 and Caa1, respectively, both from B2. Hit's ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Hit's core industry and Hit's ratings are believed to be comparable to those of other issuers of similar credit risk. With offices in London, England and New York, HIT is involved in the creation, production and international exploitation (via television, video, publishing, licensing and live events) of properties (including Bob the Builder, Thomas the Tank Engine, and Barney) catering to pre-school children. HOLDINGS GAMING: S&P Downgrades Default Rating to 'Caa3/LD' ----------------------------------------------------------- Moody's Investors Service lowered Holdings Gaming Borrower L.P.'s probability of default rating to Caa3/LD from Caa3 following the completion of a restructuring which Moody's views as a distressed exchange. In a related action, Moody's revised the rating outlook to stable from negative, while affirming the Corporate Family Rating of Caa3. Moody's also assigned Caa1 (LGD2 ,23%) to the amended and restated $ 304 million first lien term loan. HGB recently executed a debt restructuring which involved substantial change in its capital structure. Moody's deemed that HGB defaulted on its senior secured first-lien term loan because the second-out tranche of the debt was bought back at a significant discount. Moody's believes HGB also defaulted on its senior secured second-lien term loan (not rated by Moody's)as this loan was exchanged into a subordinated (Paid-in-Kind) PIK only debt. Both events had the effect of allowing the issuer to avoid a potential bankruptcy or payment default and had also resulted in significant economic losses for the debt holders. Moody's views the transactions as distressed exchange and has classified these as limited default by appending an LD designation to the PDR. In approximately three business days, Moody's will remove the LD designation. The affirmation of Caa3 CFR continues to reflect Moody's view that longer term, HGB's capital structure post-restructuring may not be sustainable in its current form and may require further restructuring in the future despite the modestly improved near- term liquidity. The company cash flow generation is likely to be weak, and its current run-rate EBITDA is likely not sufficient to cover all its fixed charges absent significant improvement in operating performance. Further, in Moody's opinion, the tremendous amount of total debt remains largely the same post restructuring irrespective of the fact that the pre-existing second-out first lien debt was replaced by similar amount of senior preferred equity in the capital structure, since Moody's considers the senior preferred equity a debt-like hybrid security based on some its features including distribution priority. On a proforma basis, HGB's debt/EBITDA is expected to remain very high in the intermediate term. Moreover, the financial leverage would increase over time in part due to the weak free cash for debt reduction, compounded by the significant accrued interest on the preferred equity and subordinated notes to be added to the outstanding principal. The revision of outlook to stable reflects the modest improvement in liquidity post restructuring, considering higher cash balance, more flexible financial covenants and better cash interest coverage over the next twelve months. As part of the restructuring, the sponsor and other investors infused $108M cash, part of which was used to fund the repurchase of the second-out debt and to pay for the table game licensing fee, with the remainder to be used for general corporate purpose. The stable outlook also incorporates the continued ramp-up and stable operating trends at the Rivers Casino (though still well below the original budget level), as well as the expected incremental revenue/EBITDA from the table games that are expected to open in July 2010. The rating action is: -- Probability of Default Rating Downgraded to Caa3/LD from Caa3 (will revert to Caa3 in approximately three business days) -- Corporate Family Rating Affirmed at Caa3 -- $305 million first lien first-out term loan due 2015 Assigned Caa1 (LGD2, 23%) -- $305 million first lien first-out term loan due 2013 withdrawn at Caa1 (LGD 2, 25%) -- $10 million first lien revolver due 2013 Withdrawn at Caa1 (LGD 2, 25%) -- $100 million first lien first-loss term loan due 2013 withdrawn at Ca (LGD 4, 68%) -- Rating outlook Changed to Stable from negative The last rating action was on April 6, 2010, when Moody's lowered HGB's Corporate Family and Probability of Default ratings to Caa3 from Caa2. Through a subsidiary, Holdings Gaming Borrower, LP, operates the Rivers Casino in Pittsburgh, PA. HOLLAND & HOLLAND: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Holland & Holland Masonry, Inc. RR 1, Box 43 Shelbyville, IL 62565 Bankruptcy Case No.: 10-60319 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Southern District of Illinois (Effingham) Judge: Laura K. Grandy Debtor's Counsel: Steven T. Stanton, Esq. P.O. Box 370 Maryville, IL 62062 Tel: (618) 931-3090 Fax: (618) 931-3387 E-mail: stslawoffice@sbcglobal.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilsb10-60319.pdf The petition was signed by Gabe Holland, president. HOLLEY PERFORMANCE: Wins Confirmation of Chapter 11 Plan -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that on June 7, the bankruptcy judge in Delaware entered an order confirming a Chapter 11 plan for Holley Performance Products Inc. The Chapter 11 filing, the second in two years, prevented foreclosure on a $20 million first-lien term loan where Regiment Capital Special Situations Fund IV LP was the majority holder. According to the report, the salient terms of the Plan are: -- The first lien debt will be paid with a new $17.8 million revolving credit and term loan. -- Holders of secured notes owed $57.6 million will receive new stock for a recovery of 60.8%. Holders of less than $3.5 million in notes were entitled to receive cash instead, for a projected 45.6% dividend. -- Unsecured creditors with $11 million in claims and shareholders receive nothing. To finance the reorganized business, Holley has a new $11.2 million second-lien term loan. About Holley Performance Holley Performance and its affiliates are leading suppliers of performance automotive products. The Company designs, manufactures, and markets a diversified line of performance automotive products, including carburetors, fuel pumps, fuel injection systems, nitrous oxide injection systems, superchargers, exhaust headers, mufflers, and automotive performance plumbing products. Holley Performance and its affiliates filed for Chapter 11 on September 28, 2009 (Bankr. D. Del. Case No. 09-13333). Pepper Hamilton LLP represents the Debtors in their restructuring effort. Ropes & Gray LLP is corporate counsel. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The Debtors' cases have been assigned to Judge Peter J. Walsh. The petition says assets and debts are between $100 million and $500 million. Holley Performance returned to the bankruptcy court 19 months after winning court approval of its last reorganization plan. HORNBECK OFFSHORE: S&P Downgrades Rating to B+/Negative/-- ---------------------------------------------------------- Standard & Poor's Ratings Services took several rating actions on eight U.S. oil and gas companies following an industry review. S&P's review of the sector follows its release on June 1, 2010, which indicated S&P would review companies with operating exposure to the Gulf Of Mexico following the U.S. Department of the Interior's extension of the moratorium on drilling permits. The six-month moratorium affects permits issued for new drilling operations at water depths greater than 500 feet. S&P believes that when the moratorium is eventually lifted, there could be extensive delays in issuing new permits due to high initial volume and new safety and operating standards imposed. The rating actions also reflect S&P's heightened concerns about the burgeoning scope of the Macondo well disaster. The flow of oil into the Gulf of Mexico is likely to continue until at least August. Uncertainty about the ultimate remediation cost and potential financial liabilities associated with the disaster has already resulted in a rating downgrade of the corporate credit rating of BP PLC (AA-/Watch Neg/A-1+). S&P's rating actions on Anadarko Petroleum and Transocean reflect these concerns. The financial and operational impact of the disaster on rated issuers that have significant activities in the Gulf of Mexico is also a factor in the negative ratings actions. "The rating actions that we've taken are based on various concerns and possible operating disruptions for companies operating in the GOM due to the moratorium and the flow of oil from the well disaster," said Standard & Poor's credit analyst Thomas Watters. Due to the moratorium, S&P believes the operating and competitive landscape in the GOM will be meaningfully altered for some time. Existing deepwater rig contracts could come under force majeure provisions, resulting in lost cash flow and possibly lower future dayrates once contracts are renegotiated after the moratorium expires. Indeed, several recent announcements by rig operators declaring force majeure support this sentiment. Moreover, S&P believes rigs and vessels operating under 500 feet of water (shallow water) that do not fall under the moratorium could face intense competitive pressures from displaced equipment from drilling service providers, resulting in lower utilizations and dayrates. Shallow water contracts tend to be very short term in nature. Several of S&P's actions reflect these concerns. S&P also believe future operating costs will increase in order to comply with more stringent environmental and operating regulations and that permits will be more difficult to obtain and subject to delays. Ratings List Ratings Lowered Helix Energy Solutions Group Inc. To From -- ---- B/Negative/-- B+/Negative/-- Hornbeck Offshore Services Inc. To From -- ---- B+/Negative/-- BB-/Stable/-- ATP Oil & Gas Corp. To From -- ---- CCC+/Negative/-- B/Stable/-- Hercules Offshore Inc. To From -- ---- B-/Negative/-- B/Negative/-- Outlook Revised To Negative From Stable To From -- ---- Anadarko Petroleum Corp. BBB-/Negative/-- BBB-/Stable/-- SEACOR Holdings Inc. BBB-/Negative/-- BBB-/Stable/-- Ratings Placed On CreditWatch With Negative Implications To From -- ---- Transocean Inc. BBB+/Watch Neg/-- BBB+/Stable/-- PHI Inc. B+/Watch Neg/-- B+/Stable/-- JONES APPAREL: $180 Mil. Expense Won't Affect Moody's 'Ba2' Rating ------------------------------------------------------------------ Moody's Investors Service commented that Jones Apparel Group, Inc.'s utilization of approximately $180 million of available cash on hand to complete the acquisition of a 55% interest in Stuart Weitzman Holdings LLC has no impact on Jones' Ba2 Corporate Family Rating, stable outlook, or SGL-1 Speculative Grade Liquidity rating. Moody's last rating action on Jones was on May 6, 2010, when the company's Ba2 Corporate Family Rating and stable outlook were affirmed following the announcement that Jones had entered into a definitive agreement to acquire a 55% interest in SW. Jones Apparel Group, Inc., is a designer, marketer and wholesaler of branded apparel, footwear, and accessories. The company also markets directly to consumers through various mall based specialty retail stores and outlet stores. Jones owns a number of nationally recognized brands including Jones New York, Anne Klein, Nine West, Gloria Vanderbilt and l.e.i. The company generates approximately $3.3 billion of annual revenues. K-V PHARMACEUTICAL: Sets Record Date for Stockholder Action ----------------------------------------------------------- K-V Pharmaceutical Company disclosed that on June 4, 2010, it received a written notice executed by the Marc S. Hermelin Revocable Trust DTD 7/23/99, a stockholder of the Company, requesting that the Board of Directors of the Company fix a record date for stockholder action by written consent relating to the adoption of certain amendments to the Company's By-Laws. The Company's current By-Laws provide that the Board shall fix a record date for stockholder action by written consent upon request by any stockholder of record to do so. Pursuant to the Company's current By-Laws, and in response to the Notice, on June 7, 2010, the Board set a record date of the close of business on June 10, 2010 to determine the Company's stockholders eligible to consent in writing to the adoption of the Proposed Amendments. The Company's current By-Laws provide that the By-Laws may be amended by the stockholders. The Board has not approved the Proposed Amendments and is not seeking stockholder action with respect to the Proposed Amendments. About K-V Pharmaceutical Company K-V Pharmaceutical Company is a fully-integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded prescription pharmaceutical products. The company markets its technology- distinguished products through Ther-Rx Corporation, its branded drug subsidiary. * * * As reported in the Troubled Company Reporter on March 29, 2010, KPMG LLP, in St. Louis, Missouri, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the fiscal year ended March 31, 2009. The independent auditors noted that the Company suspended the shipment of all products manufactured by the Company and must comply with a consent decree with the FDA before approved products can be reintroduced to the market. KC'S PUB: Dram Shop Coverage Not Required for Chapter 11 Debtor --------------------------------------------------------------- WestLaw reports that a Chapter 11 debtor was maintaining appropriate insurance coverage as the operator of a restaurant and tavern serving food and liquor to the general public, even though the debtor did not have liquor liability, or dram shop, coverage. Therefore, the alleged failure to maintain appropriate insurance coverage did not provide cause for the dismissal of the debtor's case. State law did not require the debtor to carry liquor liability or dram shop coverage. In addition, the debtor was a small business, organized as a limited liability company with one member, and did not easily have available funds to buy additional insurance coverage. No dram shop claims had been filed against the debtor since it began operations approximately five years earlier, furthermore, and the debtor had a training program intended to reduce the risk of dram shop claims. Finally, the greatest likelihood of a distribution to unsecured creditors was a successful reorganization. In re KC's Pub, LLC, --- B.R. ----, 2010 WL 2198205 (Bankr. M.D. Pa.) (Opel, J.). The United States Trustee moved to dismiss KC's Chapter 11 case, arguing that "it is simply a matter of common sense for the Court to conclude that liquor liability insurance is 'appropriate' coverage within the meaning of 11 U.S.C. Sec. 1112(b)(4)(C) for a debtor that describes itself as a 'pub' and which serves liquor to the general public, since claims based upon Pennsylvania's dram shop statute are a material risk to which Debtor is continually exposed in the course of its daily operation. The Honorable Robert N. Opel, II, observed that neither the U.S. Trustee nor the Debtor cited any judicial opinion addressing the specific issue of whether or not dram shop coverage is required for a debtor to have "appropriate" insurance within the meaning of Sec. 1112(b)(4)(C), nor was any evidence presented concerning what percentages of restaurants and taverns in the Commonwealth of Pennsylvania do or do not maintain liquor liability or dram shop insurance coverage. KC'S Pub, LLC, sought Chapter 11 protection (Bankr. M.D. Pa. Case No. 09-06686) on Aug. 31, 2009. A copy of the Debtor's chapter 11 petition is available at http://bankrupt.com/misc/pamb09-06686.pdf at no charge. The Debtor's schedules show assets valued at $300,000 and liabilities totaling approximately $345,000. The Debtor's 2010 Monthly Operating Reports show the Debtor is operating at a profit. LEAP WIRELESS: Russ Merbeth to Lead New Cricket Operations ---------------------------------------------------------- Cricket Communications, Inc., a wholly owned subsidiary of Leap Wireless International, Inc., on Wednesday announced the opening of a Washington D.C. government affairs office and named telecom veteran Russ Merbeth to head the new office as Cricket's Vice President of Government Affairs. "The opening of our new office continues our commitment to educate legislators and regulators on the competition and innovation that mid-sized carriers, such as Cricket, bring to the industry and ensure that the regulatory environment continues to support a fair opportunity for these carriers to provide innovative services to customers, many of whom would otherwise be under-served," said Rob Irving, Leap Wireless senior vice president and general counsel. "There are myriad crucial policy decisions that will chart the course of wireless for years to come and Cricket fully intends to be a strong voice in these matters. "Russ is a seasoned and well respected executive and we are very pleased that he has joined us to head up this important function for the company." Mr. Merbeth has more than 20 years of public policy advocacy experience in Washington, most recently serving as Federal Counsel and Assistant General Counsel for Integra Telecom in D.C., a competitive local exchange carrier (CLEC). Before joining Integra Telecom, Mr. Merbeth served the same function with other telecommunications providers, including Birch Telecom, Escehlon Telecom, and Winstar Wireless. Mr. Merbeth previously served on the Executive Committee and Board of Directors of COMPTEL, the national trade association for facilities-based competitive telephone service providers, and on the Operating Board of ALTS, a trade association that represented competitive local exchange carriers and merged with COMPTEL in 2004. About Cricket San Diego, California-based Cricket Communications, Inc. -- http://www.mycricket.com/-- is the pioneer of simple and affordable unlimited wireless services with no long-term commitments or credit checks required, serving more than 5.4 million customers in 35 states and the District of Columbia. About Leap Wireless Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. Leap spun out from Qualcomm Inc. in 1998 and expanded primarily into rural markets. It has customers in 34 states and annual sales around $2.3 billion, making it the seventh-largest wireless carrier in the U.S., according to The Wall Street Journal. At March 31, 2010, the Company had total assets of $5,259,706,000 from total liabilities of $3,578,532,000 and redeemable non- controlling interests of $51,768,000, resulting in stockholders' equity of $1,629,406,000. The Troubled Company Reporter on February 2, 2010, citing The Wall Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap Wireless has hired Goldman Sachs Group and formed a special board committee to look into selling the company or merging with rivals. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the "B-" long-term corporate credit rating and "B+" secured bank loan rating on subsidiary Cricket Communications Inc. LEHMAN BROTHERS: Seeks $255MM to Protect Park Avenue Investment --------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Lehman Brothers Holdings Inc. is asking the U.S. Bankruptcy Court for Southern District of New York for authorization to invest $255 million to protect an existing $437 million investment in the office building at 237 Park Avenue in New York, just north of Grand Central Terminal. A hearing to approve the investment is set for June 16. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS BANKHAUS: Holds 4.9% of Electronic Sensor Shares ---------------------------------------------------------------- Lehman Brothers Bankhaus AG (i. Ins.) disclosed that as of May 13, 2010, it may be deemed to beneficially own 7,965,000 shares or roughly 4.9% of the common stock of Electronic Sensor Technology, Inc. About Lehman Brothers Bankhaus Lehman Brothers Bankhaus AG filed for Chapter 15 bankruptcy protection in New York on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12704). The petition for Chapter 15 bankruptcy listed more than US$1 billion each in debts and assets. The report discloses as of April 1, 457 creditors had filed claims against the German unit, of which 22 were based in the U.S. The German affiliate, established in 1987, has branch offices in South Korea, London and Milan, the report states. The offices in London and Milan are being wound down as part of the German court proceedings and the Korean office is subject to a moratorium on business activities by local banking authorities. In the Chapter 15 petition, Dr. Michael C. Frege served as insolvency administrator and foreign representative. Judge James M. Peck presides over the case. David Farrington Yates, Esq., at Sonnenschein, Nath & Rosenthal LLP in New York, serves as Chapter 15 Petitioner's Counsel. LEVEL 3: Exchange Offer for 10% Notes to Expire July 6 ------------------------------------------------------ Level 3 Financing, Inc., is offering to exchange $640,000,000 principal amount of 10% Senior Notes due 2018 Guaranteed by Level 3 Communications, Inc. and Level 3 Communications, LLC. Specifically, Level 3 is offering to exchange new 10% Senior Notes due 2018 for currently outstanding 10% Senior Notes due 2018. The exchange offer expires at 5:00 p.m., New York City time, on July 6, 2010, unless it is extended. There is no established trading market for the new notes, and neither Level 3 Financing nor Level 3 Communications intends to apply for listing of the new notes on any securities exchange. A full-text copy of Level 3 Financing's prospectus is available at no charge at http://ResearchArchives.com/t/s?6484 About Level 3 Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at March 31, 2010, showed $8.6 billion in total assets and $8.4 billion in total liabilities, for a $221.0 million total stockholders' equity. * * * Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LIONS GATE: Icahn Group to Acquire Firm's Common Shares ------------------------------------------------------- Carl C. Icahn disclosed that the offer by certain of his affiliated entities to purchase ANY AND ALL of the common shares of Lions Gate Entertainment Corp. for $7.00 in cash per share has been approved by the Minister of Canadian Heritage under the Investment Canada Act. In connection with this approval, the Icahn Group made a number of commitments to the Minister of Canadian Heritage which would take effect in the event that the Icahn Group acquires control of Lions Gate. Most importantly, the Icahn Group has committed to preserving the Canadian control of Maple Pictures. The Icahn Group has also committed to keeping Lions Gate in Canada and maintaining or increasing the level of film production undertaken by Lions Gate in Canada, on a province by province basis. Mr. Icahn stated: "I am very pleased that our investment in Lions Gate has been determined to be of net benefit to Canada. With the satisfaction of this condition, we expect our tender offer to proceed to closing on June 16, 2010. At that time, provided that all remaining conditions to our offer are satisfied (which we expect to be the case, barring certain unforeseen events such as a material adverse change or the implementation by Lions Gate of further inappropriate defensive measures), we will promptly take up and pay for all shares that have been tendered. There will not be another extension of the offer, nor will the price be changed. However, as previously announced, there will be a subsequent offering period commencing on June 17, 2010 and ending on June 30, 2010 in order to permit additional tenders. The price paid to shareholders tendering during the subsequent offering period will be the same as that in the offer." Lions Gate has made much of the fact that our purchase of even the 3.7% of outstanding shares that were tendered into the offer and not withdrawn as of our last announcement would constitute an "event of default" under its credit facilities, which in turn could trigger "cross-defaults" with respect to over $472 million of bond indebtedness, warning that there can be no assurance that its lenders will waive such defaults. For the avoidance of any doubt, the Icahn Group reiterates that the occurrence of any "event of default" under Lions Gate's debt agreements would NOT be considered a material adverse change and would NOT constitute a condition allowing us to withdraw our offer or to not purchase all stock tendered. Shareholders with questions about the tender offer may call D.F. King & Co., Inc., the Information Agent, toll-free at 800-859-8511 (banks and brokers call 212-269-5550). About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is a leading, diversified independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. The Lions Gate brand name is synonymous with original, cutting edge, quality entertainment in markets around the world. As reported by the Troubled Company Reporter on March 10, 2010, Standard & Poor's Ratings Services revised its rating outlook on Lions Gate to negative from stable. At the same time, S&P affirmed ratings on Lions Gate, including the 'B-' corporate credit rating. Lions Gate carries Moody's "B2" corporate family rating and probability of default rating. LNR PROPERTY: Vornado & Other Creditors to Acquire Stake -------------------------------------------------------- Vornado Realty Trust is poised to get a stake in LNR Property Corp. along with other creditors as part of efforts by Cerberus to restructure the real-estate company's debt, Anton Troianovski and Lingling Wei at The Wall Street Journal report, citing credit- rater reports and people familiar with the situation. According the report, the terms of the deal call for the conversion of some junior debt in LNR to equity. A chunk of that debt is held by Vornado, a real-estate investment trust based in Paramus, New Jersey. The restructuring plan could be completed by the end of this month. Vornado lost to Cerberus in a bidding battle for LNR in 2004. LNR Property Corp. -- http://www.lnrproperty.com/-- is a real estate investment and management company spun off from homebuilding giant Lennar in 1997. LNR owns and manages a portfolio of real estate properties and real estate finance investments (unrated and junk-grade commercial mortgage-backed securities and collateralized debt obligations, high-yield mortgage loans, and mezzanine financing). Its LandSource Communities Development joint venture with Lennar develops and sells homes as well as land for residential or commercial use; it owns Newhall Land and Farming. LandSource declared bankruptcy in 2008, a victim of the housing downturn. LNR is a subsidiary of Cerberus Capital Management, which owns a 75% stake in the company through LNR Property Holdings. As reported by the Troubled Company Reporter on May 24, 2010, Standard & Poor's Ratings Services revised its CreditWatch placement on its ratings on LNR Property Holdings Ltd. and LNR Property Corp. (LNR), including the 'CCC' long-term counterparty credit rating on each, to Developing from Negative where they were placed on April 8, 2010. LODGENET INTERACTIVE: Victorian Capital Holds 2.90% of Shares ------------------------------------------------------------- Victorian Capital LP, Incorporated, disclosed that as of May 14, 2010, it was the direct beneficial owner of 725,373 shares of LodgeNet Interactive Corporation Common Stock, representing approximately 2.90% of the outstanding shares of Common Stock. Pension Corporation Co-Investment (GP) Limited, as the sole general partner of Victorian Capital, has voting and dispositive power over the shares of Common Stock directly owned by Victorian Capital, and therefore may be deemed to beneficially own such shares. By virtue of its ownership of all of the outstanding ordinary shares of PCCI, The Truell Charitable Foundation may be deemed to be the beneficial owner of all of the shares of Common Stock beneficially owned by Victorian Capital. Victorian Capital on April 29 and 30, 2010, sold 6,090 LodgeNet Interactive shares at $6.85 per share. All dispositions were through JP Morgan Cazenove Limited. About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. The Company's balance sheet at March 31, 2010, revealed $485.0 million in total assets and $542.2 million in total liabilities, for a total stockholders' deficit of $57.2 million. * * * According to the Troubled Company Reporter on September 30, 2009, Moody's Investors Service upgraded LodgeNet Interactive Corporation's speculative grade liquidity rating to SGL-3 (indicating adequate liquidity) from SGL-4 (indicating poor liquidity) while revising the outlook for all ratings to stable from negative. Concurrently, Moody's also affirmed LodgeNet's B3 corporate family rating and Caa1 probability of default rating. LTV STEEL: National Union Denied Expenses for Workers' Claim ------------------------------------------------------------ Bankruptcy Law360 reports that a federal appeals court has held that National Union Fire Insurance Co. of Pittsburgh, Pa., should be disallowed purported administrative expenses for workers' compensation claims in the LTV Steel Co. Inc. bankruptcy, though a judge on the court is calling for an en banc review of the case. According to Law360, the district court did not err when it upheld a bankruptcy judge's decision not to force LTV subsidiaries to make payments to National Union in connection with workers' compensation insurance. MAJESTIC LIQUOR: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Majestic Liquor Stores, Inc. dba Double T Discount Beer & Wine No. 2 The Cellar Red Colemans T's Liquor Coffee City www.grapevinemarket.com Double T Discount Liquor Grape Vine Market Arlington Bottle Shop Doc's Beer Depot Cellar Beer Barn T's Discount Liquor Store Crossed Keys Package Store Cellar Liquor Store T's Beer and Wine Coffee City Double T Discount Beer & Wine Fat Dog Convenience Fat Dog Beverages T's Liquor Store Doc's Liquor Store Majestic Fine Wine & Spirits Save Way Liquors The Cellar Beer Barn www.majesticfinewineandspirits.com T's Convenience Store Fat Dog Liquor Beer Wine Fat Dog Liquor Doc's Beer and Wine Store www.majesticliquors.com Crossed Keys Beer & Wine P.O. Box 9540 Fort Worth, TX 76147-2540 Bankruptcy Case No.: 10-43849 Chapter 11 Petition Date: June 6, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: J. Robert Forshey, Esq. E-mail: jrf@forsheyprostok.com Jeff P. Prostok, Esq. E-mail: jpp@forsheyprostok.com Forshey & Prostok, LLP 777 Main Street, Suite 1290 Ft. Worth, TX 76102 Tel: (817) 877-8855 Debtor's Fin'l Advisor: Focus Management Group USA Inc. Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by John Bratton, vice president and shareholder. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Majestic Texas Properties, L.P. 10-43850 6/06/10 Majestic Texas-Grapevine, L.P. 10-43851 6/06/10 Majestic GP, LLC 10-43852 6/06/10 Majestic GP II, LLC 10-43853 6/06/10 Majestic Liquor Stores' List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Republic National Trade Debt $1,014,062 P.O Box 536389] Grand Prairie, TX 75053 Glazers Wholesale Trade Debt $686,190 P.O Box 814450 Dallas, TX 75381 Mexcor, Inc. Trade Debt $52,292 8950 Railwood Drive Houston, TX 77078 Conedison Solutions Trade Debt $36,221 CD Harthett Company Trade Debt $27,897 Coca Cola Enterprises Trade Debt $25,065 Mid State Wine & Liquors Trade Debt $18,645 Madix Terrell Trade Debt $16,622 The Wine Frog Trade Debt $15,009 Reddy Ice Trade Debt $10,012 Greenspring Media Group Trade Debt $9,300 Pollock Paper Trade Debt $9,175 Dr. Pepper Snapple Group Trade Debt $9,053 Aramark Uniform Service Trade Debt $6,988 Zimair Display, LP Trade Debt $6,793 Global Quality Imports Trade Debt $6,760 A&R Inventory Trade Debt $5,703 Stanley Convergent Security Trade Debt $4,049 Ranger Beverage Trade Debt $3,924 Prestige Wine Cellars Trade Debt $3,771 MAMMOTH HENDERSON: Plan Outline Hearing Continued until July 28 --------------------------------------------------------------- The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the Central District of California has continued until July 28, 2010, at 11:00 a.m., the hearing on approval of a Disclosure Statement explaining Mammoth Henderson II, LLC's proposed Plan of Reorganization. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. As reported in the Troubled Company Reporter on February 16, 2010, according to the Disclosure Statement, the Debtor seeks to accomplish payments under the Plan by restructuring one note held by U.S. Bank and converting mechanics liens to deeds of trust. Secured creditors of the estate will be paid the present value of their claim at a market interest rate over a 24 month to 84 month period, excepting that their claims may be paid in full prior to the seventh year through a sale or refinance of the Mammoth Property. The effective date targeted for the proposed Plan is October 19, 2010. Secured creditor U.S. Bank will be paid in full on or before the 84th month after the effective date, The Clark County Tax Collector will be paid in full on or before the 72nd month after the effective date, secured creditor New Life Carpets will be paid in full on or before the 84th month after the effective date, secured creditor American Constructors Inc., will be paid in full on or before the 84th month after the effective date. Allowed Class 5 General Unsecured Claims ($26,319) may elect to receive a one-time lump sum payment equal to 50% of their allowed claim as payment in full on the 13th month after the effective date or 100% of their allowed claim as payment in full on or before the 84th month after the effective date. On or before the effective date, the Debtor will execute a promissory note with each holder of a Class 5 Claim. The Note will provide that, commencing on the 25th month after the effective date of the Plan, the obligations evidenced by the promissory note will accrue interest at the rate of 3%. Commencing on the 15th day of each month thereafter through the 84th month after the effective date, the Reorganized Debtor will make equal monthly payments of interest to the Class 5 Claimant. The distributions under the Plan will be made from available cash and net sale proceeds. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MAMMOTHHENDERSON_DS.pdf About Mammoth Henderson II LLC San Juan Capistrano, California-based Mammoth Henderson II LLC filed for Chapter 11 bankruptcy protection on November 5, 2009 (Bankr. C.D. Calif. Case No. 09-22234). Thomas C. Corcovelos, Esq., who has an office in Manhattan Beach, California, assists the Company in its restructuring efforts. According to the schedules, the Company has assets of $24,002,100, and total debts of $20,895,296. MEDICAL STAFFING: Forbearance Moved to June 30; May Seek Ch. 11 --------------------------------------------------------------- On June 4, 2010, Medical Staffing Network Holdings, Inc., and all of its wholly-owned subsidiaries, including Medical Staffing Network, Inc. and Medical Staffing Holdings, LLC, entered into a Second Amendment to Forbearance Agreement with General Electric Capital Corporation, as administrative agent, and with the required percentage of the first lien lenders under the Company's Amended and Restated Credit Agreement dated March 12, 2009. Under the Amendment, GECC, as agent, and the first lien lenders have agreed to forbear from exercising default related rights and remedies with respect to the first lien debt until June 30, 2010, unless a "Forbearance Default," as defined in the Second Forbearance Agreement, Limited Waiver and Amendment to Amended and Restated Credit Agreement entered into between the above-named parties effective as of April 7, 2010, occurs prior to that date. The Amendment also increases from $5 million to $7 million the amount that GECC may make available to the Company for additional revolving loans if the Company needs liquidity assistance to meet its obligations as they come due. The Company continues to have discussions with its lenders about a possible restructuring of the Company's debt and capital structure. As part of any such agreed-upon restructuring, or if the Company's lenders are not willing to reach an acceptable agreement in that regard, the Company may determine to seek relief under Chapter 11 of the U.S. Bankruptcy Code. A copy of the Second Amended Forbearance Agreement is available for free at http://researcharchives.com/t/s?647b Boca Raton, Fla.-based Medical Staffing Network Holdings, Inc. (OTC QX: MSNW) is one of of the largest diversified healthcare staffing companies in the United States. The Company provides per diem nurse staffing services and travel, allied health and vendor managed services. The Company's balance sheet as of March 28, 2010, showed $87.7 million in assets and $140.8 million of debts, for a stockholders' deficit of $53.1 million. MEDSCI DIAGNOSTICS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Medsci Diagnostics, Inc Condominio Son Sid -- Suite 1 1319 Ashford Avenue San Juan, PR 00907 Tel: (787) 723-9393 Bankruptcy Case No.: 10-04961 Chapter 11 Petition Date: June 6, 2010 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Edgardo Munoz, Esq. Edgardo Munoz, PSC P.O. Box 360971 San Juan, PR 00936-0971 Tel: (787) 524-3888 Fax: (787) 524-3888 E-mail: emunoz@emunoz.net Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Ralph Vallone, vice president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Crim -- $771,884 P.O. Box 195387 San Juan, PR 00919-5387 Hitachi Medical Systems America, -- $385,175 Inc. 1959 Summit Commerce Park Twinsburg, OH 44087 Diagnostic Imaging Supplies -- $263,899 & Services P.O. BOX 9326 San Juan, PR 00922-1923 Diagnostic Product For -- $134,239 Imaging, Inc. Dr. Oscar Zavala -- $45,460 Dr. Felix Aponte La Luz -- $14,850 Reliable Financial Services, Inc. -- $12,743 Ana Monica Vizcarrondo -- $9,751 Jet Diagnostic -- $7,400 Easy Finance -- $5,130 Aeronet Wireless Broad -- $4,745 Roxanna Pabon -- $3,802 Recoms Realty -- $1,781 Internal Revenues Services -- $1,217 (Soc. Sec. & Medicare) Secretario De Hacienda -- $716 Barbara G Febres Elias -- $617 El Comandante Office Supplies -- $576 Carlos A. Suarez -- $300 De Lage Landen Financial Services -- $234 Julio Pellot -- $99 MSJ INVESTMENT: U.S. Trustee Wants Case Dismissed or Converted -------------------------------------------------------------- Ilene J. Lashinsky, the U.S. Trustee for Region 14, asks the U.S. Bankruptcy Court for the District of Arizona to direct MSJ Investment Properties, LLC, and P&G Investment Properties, Inc., to comply with her request for administrative information, or in the alternative, to dismiss or convert this case to one under Chapter 7 of the Bankruptcy Code. The U.S. Trustee explains that the Debtor failed to timely provide information or attend meetings requested. MSJ Investment Properties, LLC, and P&G Investment Properties, Inc., own a 104-unit hotel property in Pima County, Arizona. Oro Valley, Arizona-based MSJ Investment Properties, L.L.C., filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D. Ariz. Case No. 10-03643). Scott D. Gibson, Esq., at Gibson, Nakamura & Green, PLLC, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $1,000,001 to $100,000,000. NEFF CORP: Reveals DIP Lender Fees to Resolve US Trustee Complaint ------------------------------------------------------------------ Neff Corp., et al., have filed with the U.S. Bankruptcy Court for the Southern District of New York a supplement to the Debtors' motion for entry of interim and final orders authorizing the Debtors to obtain post-petition financing and use cash collateral. The Debtors sought and obtained interim authorization from the Court to obtain postpetition secured financing from a syndicate of lenders led by Bank of America, N.A., as administrative agent, and use cash collateral. The Court had set a final hearing for June 8, 2010, at 2:00 p.m. on the Debtors' request to obtain DIP financing and use cash collateral. The DIP lenders have committed to provide up to $35 million on an interim basis, and $175 million on a final basis. Brian S. Lennon, Esq., at Kirkland & Ellis LLP, the attorney for the Debtors, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The DIP facility will mature 285 from the petition date. The DIP facility will incur interest at 5% per annum. The DIP lien is subject to an up to a carve-out for U.S. Trustee and Clerk of Court fees; fees payable to professional employed in the Debtors' case; and fees of the committee in pursuing actions challenging the DIP Lenders' lien. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/NEFF_CORP_dipfinancingpact.pdf Mr. Lennon said that the Debtors will also use the cash collateral to provide additional liquidity. The Debtors are authorized to use up to $50,000 of cash collateral without the consent of the holders of at least 51% of the commitments under the DIP Facility. In exchange for using the cash collateral, the ABL Lenders, the First Lien Term Loan Lenders, and the Second Lien Term Loan Lenders will be granted, among other things: (i) replacement liens and (ii) superpriority administrative expense claims. On May 24, 2010, the U.S. Trustee filed an objection (the Objection) to entry of a final order approving the Debtors' request to obtain DIP financing and use cash collateral, primarily on the basis that the Debtors didn't make the fee letters entered into in connection with the DIP Facility and the Exit Facility available to the general public. During the DIP Facility negotiations, the DIP Lenders stressed to the Debtors that it is of the utmost importance to the DIP Lenders that the form of the fee letters be kept confidential given the highly competitive nature of the investment banking and lending industries. The Debtors agreed they would not file the fee letters on the docket of these chapter 11 cases, but did make oral representations as to the substance of the fee letters on the record in open court at the May 17 'first day' hearing in these cases." As a supplement to the representations made at the May 17 hearing, the Debtors, with the consent of the DIP Lenders, file a supplement to disclose in writing the approximately $5.475 million in fees to be paid to the DIP Lenders in connection with the DIP Facility and Exit Facility: a) $1.6 million in pre-petition dip lender fees; b) $700,000 in post-petition dip lender fees; c) $1.575 million in exit facility fees; and d) Expenses: The Debtors have also agreed to reimburse certain expenses the DIP Lenders incur in connection with the DIP Facility and Exit Facility, including reasonable and documented professional fees. The total fees to be paid in connection with the DIP Facility and the Exit Facility amount to approximately 3.1% of the $175 million that will be available to the Debtors under the facilities. The Debtors paid approximately 29% of the total fees to be paid in connection with the DIP Facility and the Exit Facility prior to the Petition Date. Prior to filing the supplement, the Debtors conferred with the Trustee and confirmed that the disclosures made in the supplement resolve the concerns raised by the Trustee in the Objection. County of Williamson, Texas, County of Galveston, Texas, County of Harris, Texas, County of Montgomery, Texas, Round Rock Independent School District, County of Tarrant, Texas and Texas City Independent School District (the Local Texas Tax Authorities) had also objected to the Debtors' request to obtain DIP financing and use cash collateral. The Local Texas Tax Authorities specifically objected to any priming of their senior, perfected and unavoidable tax liens on the Debtors' property. About Neff Corp. Privately held Neff Corp., doing business as Neff Rental, provides construction companies, golf course developers, industrial plants, the oil industry, and governments with reliable and quality equipment that is delivered on time where it is needed. With more than 1,000 employees operating from branches coast to coast, Neff Rental is ranked by Rental Equipment Register (RER) magazine as one of the nation's 10 largest equipment rental companies. Neff Corp. and its units, including Neff Rental Inc. filed for Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610). Based in Miami, Neff has assets of $299 million and debt of $609 million, according to the disclosure statement explaining the plan. Funded debt totals $580 million. Revenue in 2009 was $192 million. NEOSE TECHNOLOGIES: Discloses Final Liquidating Distribution ------------------------------------------------------------ Neose Technologies, Inc. disclosed that, in accordance with the Plan of Complete Liquidation and Dissolution approved by its stockholders on January 26, 2009, its Board of Directors has approved a final liquidating distribution (in the amount of $0.0121 per share of common stock. The Final Liquidating Distribution will have a record date of March 2, 2009, which is the date on which the Company filed its Certificate of Dissolution with the Secretary of State of Delaware and closed its stock transfer books. The Final Liquidating Distribution will have a payable date of June 16, 2010, and an ex-dividend date of June 17, 2010. The Company will make no further distributions beyond the Final Liquidating Distribution. There is no requirement for stockholders to surrender shares in connection with the Final Liquidating Distribution. An "ex-dividend date" is a date on which a security is traded without a previously declared dividend or distribution. The timing of the Company's ex-dividend date is determined in accordance with the NASD rule applicable to such distribution because it exceeds 25% of the Company's share value. Between the record date of March 2, 2009 and the ex-dividend date of June 17, 2010, the stock trades with due bills reflecting the seller's obligation to transfer the distribution to the buyer. As a result, the payment that the Company remits to the Depository Trust Company on June 16, 2010, which pertains to the shares held of record by Cede & Co. and owned by investors in street name, will be distributed by the Depository Trust Company to eligible brokers to allocate to client accounts based on the ownership of the Company's common stock as of June 17, 2010 (the ex-dividend date). Upon payment of the Final Liquidating Distribution, the Company will have made aggregate liquidating distributions (which include the initial liquidating distribution made on March 24, 2009, the Second Liquidating Distribution made on December 24, 2009, and the Final Liquidating Distribution) of $29,545,420, or $0.5421 per share of the Company's common stock. NEW YORK TIMES: Circulation Holding Up to WSJ Assault ----------------------------------------------------- Bloomberg News reports that New York Times Co. Chief Executive Officer Janet Robinson said the namesake newspaper is holding on to its circulation as The Wall Street Journal promotes its New York section and cuts advertising rates. "We are definitely not seeing any effect in regard to the circulation," Ms. Robinson said in an interview with Bloomberg in New York. News Corp.'s Wall Street Journal introduced its metro section in April, in part to attract readers from the New York Times. New York Times has maintained its own advertising rates since the Wall Street Journal's "Greater New York" section debut, Ms. Robinson said. The two newspapers are competing for readers on their home turf as industry-wide circulation sales have plunged. About The New York Times The New York Times Company is a diversified media company that currently includes newspapers, Internet businesses, a radio station, investments in paper mills and other investments. At the end of April in 2010, Standard & Poor's Ratings Services placed its 'B' corporate credit rating on The New York Times Co., along with all issue-level ratings on the company's debt, on CreditWatch with positive implications. In March, Moody's Investors Service changed The New York Times Company's rating outlook to stable from negative. The rating outlook change is based on Moody's expectation that a moderation of revenue declines along with reductions in operating costs will stabilize debt-to-EBITDA leverage at a level below 6x and Moody's view that the company has an adequate liquidity profile to fund pension contributions over the next 12-18 months. NY Times' B1 Corporate Family Rating, B1 Probability of Default Rating and SGL-3 speculative-grade liquidity rating were retained. NORTEL NETORKS: Closes Sale of CVAS Business to Genband ------------------------------------------------------- Nortel Networks Inc. and its affiliates have completed the sale of their Carrier VoIP and Application Solutions (CVAS) business to Genband for US$282 million. "The sale of our CVAS business to Genband enables our global service provider customers to continue to benefit from Nortel's industry-leading carrier VoIP and telephony expertise and long- standing track record in transitioning TDM networks to VoIP," said George Riedel, Chief Strategy Officer and President of Nortel. "We wish our transferring employees well, knowing that they are taking their considerable expertise to Genband," Mr. Riedel said in a public statement. During a June 3 presentation at Genband's headquarters, Charles Vogt, the company's chief executive, said about 1,800 Nortel workers joined the company. Genband terminated about 400 Nortel workers and existing employees because of job duplication, according to a report by The Dallas Morning News. Nortel does not expect common or preferred shareholders to receive any value from the creditor protection proceedings. It expects, however, that the proceedings will result in the cancellation of those equity interests. Earlier, Nortel obtained an order from the U.S. Bankruptcy Court for the District of Delaware, approving a side agreement in connection with the CVAS sale. The agreement requires Nortel to facilitate the process of obtaining regulatory approval for the sale, among other things. Nortel also won approval from the Ontario Superior Court of Justice to execute a distribution escrow agreement, requiring it to deposit the proceeds from the CVAS sale in an escrow account. Nortel, PBGC Ink Stipulation In a related development, Nortel and the Pension Benefit Guaranty Corp. inked a stipulation to settle any lien or claim the agency has on the assets of Nortel's foreign non-debtor units that were included in the sale block. The stipulation, which was approved by the Bankruptcy Court, requires Nortel to pay PBGC $100,000 in cash, which will be taken from the proceeds of the CVAS sale. In return, PBGC agreed to the sale of the foreign non-debtors' assets and not to pursue any lien or claim it has against those assets. A full-text copy of the Nortel/PBGC Stipulation is available for free at http://bankrupt.com/misc/Nortel_StipPBGCCVAS.pdf Nortel also withdrew its request to assume and assign certain customer contracts. It did not identify the contracts but told the Bankruptcy Court in a notice that it will furnish each of the counterparties an individualized schedule of those contracts. Meanwhile, AT&T Services Inc. dropped its objection to Nortel's proposed assumption and assignment of contracts in connection with the CVAS sale. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETORKS: Courts Approve Sale of CALA GSM Biz --------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice issued orders authorizing Nortel Networks Inc. and its affiliates to sell the remaining assets of their Global System for Mobile and GSM for Railways business to Telefonaktiebolaget LM Ericsson. Nortel plans to sell the GSM/GSM-R assets in the Caribbean and Latin region for $2 million. The assets include contracts with Nortel Networks (CALA) Inc., and inventory owned by Nortel CALA and other Nortel units in the region. Cash and cash equivalents, accounts receivable, bank account balances and petty cash are excluded from the sale block. The Bankruptcy Court's order does not authorize the assumption or assignment of the Nortel units' agreements with Motorola Inc. and SNMP Research International Inc. Nortel also obtained a separate order from the Bankruptcy Court and the Ontario Superior Court of Justice approving a side agreement with Ericsson and Kapsch CarrierCom AG in connection with the March 2010 sale of their GSM/GSM-R business in North America. The Side Agreement requires Nortel to observe proper consultation and notification prior to amending any provision of right under the respective sale agreements. It also contains terms governing the collection and allocation of the sale proceeds, indemnification of the distribution and escrow agents, among other things. In a related development, Nortel filed a notice in the Bankruptcy Court, announcing that it will not be assuming and assigning certain contracts in connection with the sale of the GSM/GSM-R business. The Debtor did not identify the contracts in the notice but told the Bankruptcy Court that it will furnish each of the counterparties an individualized schedule of those contracts. Tellabs Drops Objection Tellabs Operations Inc. notified the Bankruptcy Court that it dropped its objection dated March 1, 2010, to Nortel's prior notice to assume and assign customer contracts as well as its motion to implement a process for the assumption and assignment of contracts. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETORKS: Proposes to Probe Verizon on $11.2MM Claim ---------------------------------------------------------- Nortel Networks Inc. and its debtor affiliates seek permission from the Court to investigate Verizon Communications Inc. in a bid to determine the basis for its $11.2 million claim. Verizon Communications and its affiliates earlier filed a proof of claim and supporting documents, describing various claims against NNI, which include a pre-bankruptcy claim of more than $10.6 million allegedly owed under a global business partner agreement, and an indemnity claim which stemmed from a litigation Voxpath Networks Inc. brought against the Verizon entities. NNI previously asked Verizon to produce documents in support of its claims but the only document that has been provided so far is an excel spreadsheet relating to Verizon's assertion that the claims are subject to setoff rights, according to NNI's attorney, Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware. As part of the investigation, NNI urge the Court to compel the Verizon entities to produce a set of documents and to produce a witness who will be put under examination. The Court will consider approval of NNI's request at a hearing scheduled for June 9, 2010. In a related development, NNI filed a separate motion, seeking the enforcement of the automatic stay against the Verizon entities. The move came after the Verizon entities allegedly withheld the payment of more than $10.3 million to NNI in light of the unresolved issue concerning their proof of claim. "Having failed even to seek, let alone obtain, relief from the stay before taking such actions, the Verizon entities' withholding of payments on the postpetition obligations constitutes a violation of the automatic stay," Ms. Cordo said in court papers. Acme Opposes Disclosure of Confidential Info In a statement filed with the Court, Acme Packet Inc. expressed disapproval over the possible disclosure of its confidential business information. Acme said it provided certain "confidential and highly sensitive" technical documents and information to Verizon and Voxpath pursuant to an order issued in the litigation, and that it does not want the information handed to a competitor, including Genband Inc. Genband is the buyer of Nortel's Carrier VoIP and Application Solutions (CVAS) business. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTH AMERICAN PETROLEUM: Org. Meeting to Form Panel on June 10 --------------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on June 10, 2010, at 1:00 p.m. in the bankruptcy case of North American Petroleum Corporation USA, et al. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Denver, Colorado-based North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Corporation. North American Petroleum filed for Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. D. Del. Case No. 10-11707). Kirkland & Ellis LLP assists the Company in its restructuring effort. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, is the Company's Delaware counsel. Kinetic Advisors LLC is the Company's restructuring advisor. Epiq Bankruptcy Solutions, LLC, is the Company's notice, claims and balloting agent. The Company estimated its assets and debts at $100,000,001 to $500,000,000. The Company's affiliate, Prize Petroleum LLC, filed a separate Chapter 11 petition on May 25, 2010 (Case No. 10-11708), listing up to $0 to $50,000 in assets and $100,000,001 to $500,000,000 in debts. NUTRACEA: Appoints New Chief Financial Officer ---------------------------------------------- NutraCea's Board of Directors has appointed J. Dale Belt Executive Vice President, Chief Financial Officer and Chief Accounting Officer, effective June 15, 2010. Mr. Belt replaces William J. Cadigan, a Tatum LLC partner, who has been Vice President of Finance since July 2009 and interim Chief Financial Officer since February 2010. Mr. Belt, currently the Managing Director at Sierra Consulting, has been a financial advisor to NutraCea since November 2009. He is a Certified Public Accountant registered in both Arizona and Kentucky, a Certified Turnaround Professional and a Certified Insolvency & Restructuring Advisor. W. John Short, NutraCea Chairman and CEO, said "As a key member of the senior management team Bill was instrumental in helping us position our entry into Chapter 11 in a manner that will allow us to exit a stronger, more viable company. We are grateful to Bill for his expertise, leadership and wisdom as well as the extraordinary effort he has put into our restructuring over the past ten months. "We are equally pleased to have a financial professional of Dale's caliber and experience step into the permanent CFO role. His turnaround experience coupled with his financial and operating expertise will contribute significantly to our completing a successful restructuring of the Company as we work toward an exit from Chapter 11 later this year." Belt brings over 30 years experience to NutraCea in finance and accounting in both the private and public sectors. Early in his career, he spent six years at Coopers & Lybrand (now PricewaterhouseCoopers (PwC)). Following, he spent over 15 years in the private sector having held various senior management positions including chief financial officer, treasurer and president with diverse organizations. His extensive industry experience includes among others wholesale/retail food manufacturing and beverage marketing and distribution. In 1999 Belt began his restructuring practice with PwC where he served as a consultant to numerous companies ranging from startups to large multinationals. Prior to joining Sierra Consulting, a leader in the turnaround, receivership and consulting services industry, in 2008, Belt was with FTI Consulting, Inc. a New York Stock Exchange listed global business advisory firm for six years. About NutraCea NutraCea is a world leader in production and utilization of stabilized rice bran. NutraCea holds many patents for stabilized rice bran (SRB) production technology and proprietary products derived from SRB. NutraCea's proprietary technology enables the creation of food and nutrition products to be unlocked from rice bran, normally a waste by-product of standard rice processing. Phoenix, Arizona-based Nutracea, a California corporation, filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D. Ariz. Case No. 09-28817). S. Cary Forrester, Esq., at Forrester & Worth, PLLC, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. OSI RESTAURANT: Could Not to Find Buyer for Outback Overseas ------------------------------------------------------------ OSI Restaurant Partners LLC said it has ended the process of exploring the sale of its company-owned Outback Steakhouse restaurants in Korea, Japan and Hong Kong because it did not find a buyer. Tampa, Fla.-based OSI Restaurant Partners, LLC, is one of the largest casual dining restaurant companies in the world, with five restaurant concepts, more than 1,475 system-wide restaurants and 2009 revenues exceeding $3.6 billion. The Company operates in 49 states and in 23 countries internationally, predominantly through Company-owned restaurants, but its also operates under a variety of partnerships and franchises. The Company's concepts concepts are Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse and Wine Bar and Roy's. The Company's long-range plan is to exit its Roy's concept, but it has not established a timeframe to do so. * * * According to the Troubled Company Reporter on April 27, 2010, Moody's Investors Service affirmed the corporate family and probability of default ratings of OSI Restaurant Partners, Inc., at Caa1. In addition, Moody's upgraded the company's Speculative Grade Liquidity rating to SGL-2 from SGL-3. The outlook was changed to stable from negative. The Company's balance sheet at March 31, 2010, showed $2.4 billion in total assets and $2.5 billion in total liabilities, for a stockholders' deficit of $118.8 million. PACIFIC ETHANOL: 4 Plants Win Approval of Reorganization Plans -------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Pacific Ethanol Holding Co. LLC and its four wholly owned ethanol production facilities have received confirmation of their proposed reorganization plan. Before creditors began voting in April, the plan was modified to give Pacific Ethanol, the parent company, an option to buy as much as 25% of the reorganized company from the secured lenders for $30 million. Secured lenders are predicted to have a recovery between 17% and 37%. Unsecured creditors with $1.4 million in claims are to take home 21%. The Plan, according to Bloomberg, converts $293.5 million of secured debt into the new stock and $115 million in new debt obligations. Secured lenders owed $244.5 million under the pre-bankruptcy credit agreement are to receive 73% of the equity in a new company being created to own the plants. The prepetition lenders also will get a new $48.8 million term loan. Financing for the reorganization in the amount of $24 million will be repaid from the new term loan. Pre-bankruptcy debt that was converted to a post-bankruptcy secured loan will be exchanged for a new term loan. Bloomberg relates that to induce lenders to provide a $15 million revolving credit and term loan to finance an exit from Chapter 11, the lenders will receive 27% ownership of the plants plus a new $18.2 million term loan. About Pacific Ethanol Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PACIFIC ETHANOL: Units to Emerge from Ch. 11 at End of June ----------------------------------------------------------- Pacific Ethanol, Inc., disclosed the confirmation of its plan of reorganization for its wholly-owned subsidiary, Pacific Ethanol Holding Co. LLC, together with PEH's four wholly-owned ethanol production facility subsidiaries. The Confirmed Plan, which was unanimously approved by the secured lenders, is expected to be effective by the end of June 2010. Upon the effective date, the ownership of PEH and the Plant Subsidiaries will be transferred to a newly formed holding company. As part of the Confirmed Plan, the Company has an option to purchase up to 25% of the total ownership interests in New PEH for up to $30 million in cash, which is exercisable within 90 days from the effective date. The Confirmed Plan will result in the elimination of approximately $290 million of the Company's debt and other liabilities. New PEH will have term debt of $50 million with a working capital line of credit of up to $15 million, which may be increased to up to $35 million, under the terms of the credit facility. The Company and its subsidiaries, other than PEH and the Plant Subsidiaries, have not filed for protection under the U.S. Bankruptcy Code. As a result, their ownership structure, particularly as it relates to ownership of the Company by its common and preferred stockholders, will not change under the terms of the Confirmed Plan. Under the terms of the Confirmed Plan, the Company will continue to staff, manage and operate the Plant Subsidiaries for a negotiated fee and profit-sharing arrangement. In addition, the Company, through its other subsidiaries not in bankruptcy, will continue marketing ethanol for third parties as well as the ethanol and related feed products produced by the Plant Subsidiaries. Neil Koehler, the Company's CEO and President said, "Achieving a confirmed plan of reorganization is a significant milestone in our restructuring efforts. New liquidity and low debt levels provided by the plan support our efforts to optimize operations at the two facilities currently running, and as market conditions permit, resume operations at the two idled facilities. Holding an option to purchase an equity interest in the facilities at a significant discount to replacement costs is a valuable opportunity for Pacific Ethanol. With the federal Renewable Fuel Standard requiring increasing levels of ethanol to be blended into gasoline and the implementation of California's Low Carbon Fuel Standard beginning in 2011, we are optimistic about the future of the ethanol industry and the success of our company." About Pacific Ethanol Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PAYNES KNOB: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Paynes Knob, LLC P.O. Box 9891 Asheville, NC 28815 Bankruptcy Case No.: 10-10652 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Asheville) Judge: George R. Hodges Debtor's Counsel: D. Rodney Kight Jr., Esq. Kight Law Office 9 SW Pack Square, Suite 200 Asheville, NC 28801 Tel: (828) 255-9881 Fax: (828) 255-9886 E-mail: info@kightlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $4,242,000 while debts total $1,340,220. The list of unsecured creditors filed together with its petition does not contain any entries. The petition was signed by Gerald D. Payne, member/authorized agent. PENN TRAFFIC: U.S. Trustee Objects to Bonuses --------------------------------------------- Bill Rochelle at Bloomberg News reports that Penn Traffic Co. is seeking approval of an incentive plan of up to $315,000 to cover 20 executives and other employees. A hearing is scheduled for June 16. The U.S. Trustee, according to the Bloomberg report, has lodged an objection, pointing out that bankruptcy law bars retention bonuses for top officers. She says that the Penn Traffic plan has "virtually no incentive criteria." She says that "retention of the alleged key employees" is the "primary purpose" of the program. Tops Markets LLC purchased almost all of Penn Traffic's stores as a going concern by paying $85 million in cash. The sale was structured so that Penn Traffic avoided a $72 million claim for pension-plan termination and a $27 million claim by the principal supplier. About The Penn Traffic Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petitions: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PERFORMA ENTERTAINMENT: Files for Ch. 11 Bankruptcy in Tennessee ---------------------------------------------------------------- The Daily News reports that Performa Entertainment filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court for the Western District of Tennessee following an agreement with the city of Memphis to end a litigation over the flow of money through the business of the Beale Street entertainment district. According to the report, the Company will receive any commission due under a contract for collecting rent from business on the street and common area maintenance. Performa Entertainment -- http://www.performaentertainment.com/-- is a developer and consultant for urban retail/entertainment districts. PFF BANCORP: Reaches Deal with FDIC to Put Tax Refunds into Escrow ------------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that PFF Bancorp Inc. won approval of an agreement with the Federal Deposit Insurance Corp., the receiver for a failed bank that was owed by PFF. Under the agreement, the parties agree to put the refund into a segregated account until there's a decision about whether the money belongs to the holding company or to the FDIC as receiver for the bank. About PFF Bancorp PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non- diversified unitary savings and loan holding company within the meaning of the Home Owners' Loan Act with headquarters formerly located in Rancho Cucamonga, California. Bancorp is the direct parent of each of the remaining Debtors. Prior to filing for bankruptcy, Bancorp was also the direct parent of PFF Bank & Trust, a federally chartered savings institution, and said bank's subsidiaries. PFF Bancorp Inc. and its affiliates sought Chapter 11 protection on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08- 13131). Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC serves as the Debtors' claims agent. Jason W. Salib, Esq., at Blank Rome LLP, represents the official committee of unsecured creditors as counsel. PHOENIX FOOTWEAR: Stockholders Elect Six Nominees for Directors --------------------------------------------------------------- Phoenix Footwear Group Inc.'s stockholders elected all six of the Company's nominees for director. Each director will hold office until the Annual Meeting to be held in 2011. The new directors are: * Steven M. DePerrior * Gregory M. Harden * John C. Kratzer * Wilhelm Pfander * Frederick R. Port * James R. Riedman Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE Amex: PXG) specializes in quality comfort women's and men's footwear with a design focus on fitting features. Phoenix Footwear designs, develops, markets and sells footwear in a wide range of sizes and widths under the brands Trotters(R), SoftWalk(R), and H.S. Trask(R). The brands are primarily sold through department stores, leading specialty and independent retail stores, mail order catalogues and internet retailers and are carried by approximately 650 customers in more than 900 retail locations throughout the U.S. Phoenix Footwear has been engaged in the manufacture or importation and sale of quality footwear since 1882. * * * According to the Troubled Company Reporter on May 17, 2010, Phoenix Footwear Group, Inc., warned in a regulatory filing with the Securities and Exchange Commission that it does not expect it will be in compliance with a covenant under an agreement with First Community Financial as of the end of May 2010. First Community Financial is a division of Pacific Western Bank. PLANET ORGANIC: Ontario Court OKs Sale of Assets to Catalyst ------------------------------------------------------------ Planet Organic Health Corp. director of Planet Organic Health Corp. Mr. Darren Krissie disclosed that on June 4, 2010, the Corporation obtained an Approval and Vesting Order from the Ontario Superior Court of Justice approving the acquisition of substantially all assets of the Corporation and its Canadian wholly owned subsidiary by 7562578 Canada Inc., a company controlled by the Catalyst Capital Group Inc., on behalf of funds managed by it, pursuant to the terms and conditions of an Acquisition Agreement dated May 19, 2010, between the Corporation and Catalyst and as amended by a First Amending Agreement dated June 1, 2010. As a result of the Order, Catalyst has acquired all title, right, and interest in and to the assets described in the Acquisition Agreement and now owns all assets in Canada and the shares of the parent company of the Corporation's Mrs. Green's Natural Market Inc.'s business in the U.S. The Corporation received no cash consideration as a result of the acquisition of its assets. Catalyst acquired the assets in consequence of the Corporation's and its subsidiaries' failure to pay amounts owing to Catalyst under the convertible notes. The Corporation's total indebtedness to Catalyst at the time of closing was $32,389,347. As a result of the sale, the Corporation no longer has any operating assets or active business and trading has been halted for failing to maintain the minimum listing requirements of the TSX Venture Exchange. The Corporation also announces that Partnership Capital Growth acted as the Corporation's exclusive financial advisor for the sale of assets to Catalyst and will receive a transaction fee of $1,147,000 in conjunction with the sale. Brent Knudsen is a principal with Partnership Capital Growth and also a former director and officer of the Corporation. Additionally, the Corporation announces the resignations of Brent Knudsen and Ian Newton from the Board of Directors. Mr. Krissie will continue serving as the sole director during the transition and it is expected that he will resign shortly. The Corporation wishes to extend its deep gratitude and appreciation to each of Mr. Knudsen, Mr. Krissie, and Mr. Newton for their stewardship in guiding the Corporation through a very difficult corporate transition over the past few months. All retail outlets, with the exception of Vaughan, Ontario, will continue to operate under the ownership and direction of Catalyst in Canada and the U.S. without disruption to existing customers, employees, or suppliers. TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. PROTECTION ONE: GTCR Completes Acquisition ------------------------------------------ Private equity firm GTCR on Friday completed the acquisition of Protection One, Inc. As reported by the Troubled Company Reporter, the Company struck a deal to be acquired by Protection Acquisition Sub, Inc., as Purchaser, a wholly owned indirect subsidiary of Protection Holdings, LLC, as Parent, which is controlled by (i) GTCR Fund IX/A, L.P.; (ii) GTCR Fund IX/B, L.P.; (iii) GTCR Partners IX, L.P. Quadrangle Group LLC, and Monarch Alternative Capital LP have agreed to the deal. Specifically, Protection One, Protection Holdings, and Protection Acquisition Sub, an indirect, wholly owned subsidiary of Parent, entered into an Agreement and Plan of Merger, dated April 26, 2010 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated May 21, 2010. On May 3, 2010, pursuant to the Merger Agreement and upon the terms and subject to the conditions thereof, Acquisition Sub commenced a tender offer to acquire all of the Company's outstanding shares of common stock, par value $0.01 per share, for $15.50 per share to the seller in cash, net of applicable withholdings and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 3, 2010, as amended, and in the related Letter of Transmittal. The Offer expired at 9:00 a.m., New York City time, on June 4, 2010. Based on information provided by the depository for the Offer, an aggregate of 23,434,112 shares of Common Stock were validly tendered and not withdrawn as of the expiration of the Offer. Acquisition Sub accepted for payment all Common Stock validly tendered and not withdrawn prior to the expiration of the Offer. POI Acquisition, L.L.C., Quadrangle Capital Partners LP, Quadrangle Capital Partners-A LP, Quadrangle Select Partners LP, Quadrangle GP Investors LP, and Quadrangle GP Investors LLC, disclosed in a Schedule 13D filing that POIA tendered all of its shares at a price of $15.50 per share. Following the transaction, POIA no longer holds Company shares. Monarch Alternative Capital LP and its related funds also disclosed they tendered all Company shares at a price of $15.50 per share. Following the transaction, none of the Monarch Entities holds Company shares. Also on June 4, 2010, subsequent to the expiration of the Offer and pursuant to the Merger Agreement, Acquisition Sub exercised its option to purchase directly from the Company 48,868,142 newly- issued shares of Common Stock at the Offer Price and in exchange for an unsecured, non-negotiable and non-transferable promissory note issued by Acquisition Sub to the Company in the aggregate principal amount of $757,456,201, bearing interest at 10% per annum, compounded monthly, with principal and interest due one year after the purchase of the Top-Up Shares, prepayable in whole or in part without premium or penalty. The Top-Up Shares, when combined with the number of shares of Common Stock owned by Parent and Acquisition Sub immediately prior to the exercise of the Top- Up Option, represented at least 90% of the outstanding Common Stock. The Top-Up Shares were issued without registration under the Securities Act of 1933, as amended, in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering. Protection One's financial advisor in the transaction is J.P. Morgan Securities Inc. and its legal advisor is Kirkland & Ellis LLP. Lazard Freres & Co. LLC advised Protection One's board of directors and its independent transactions committee with respect to the fairness of the offer price to be paid in the transaction. Morgan Keegan & Company, Inc. and Barclays Capital served as M&A advisors and Barnes Associates served as an industry advisor to GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher & Flom LLP provided GTCR legal counsel. Management Shake-up On June 4, 2010 and in connection with the transactions contemplated by the Merger Agreement, each of Richard Ginsburg, Peter R. Ezersky, Alex Hocherman, Raymond C. Kubacki, Robert J. McGuire, Thomas J. Russo, Edward Sippel, Michael Weinstock and Arlene M. Yocum resigned as directors of the Company, and each of David A. Donnini, Collin E. Roche, Aaron D. Cohen, Tannaz S. Chapman, Timothy J. Whall and James M. Covert, the directors of Acquisition Sub immediately prior to the effective time of the Merger, became the directors of the Company. Acquisition Sub has advised the Company that, to the best of its knowledge, none of its designees or any of his or her immediate family members (i) has a familial relationship with any directors, other nominees or executive officers of the Company or any of its subsidiaries, or (ii) has been involved in any transactions with the Company or any of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and regulations of the SEC, except as may be disclosed in the Schedule 14D-9. On June 4, 2010, each of Richard Ginsburg, Darius G. Nevin and Peter J. Pefanis resigned from every officer position each held at the Company and its subsidiaries, including the Company positions of President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Executive Vice President and Chief Operating Officer, respectively. Immediately following such resignations, Timothy J. Whall was appointed as President and Chief Executive Officer and Daniel M. Bresingham was appointed as Chief Financial Officer. NASDAQ Delisting Protection One said in a regulatory filing that it no longer fulfills the numerical listing requirements of NASDAQ Stock Market. Accordingly, on June 4, 2010, at the Company's request, NASDAQ filed with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 thereby effecting the delisting of the Common Stock from NASDAQ and the deregistration of the Common Stock under Section 12(b) of the Exchange Act. About GTCR Founded in 1980, GTCR -- http://www.gtcr.com/-- is a private equity firm focused on investing in growth companies in the Financial Services & Technology, Healthcare and Information Services & Technology industries. The Chicago-based firm pioneered the "Leaders Strategy" -- finding and partnering with world-class leaders as the critical first step in identifying, acquiring and building market-leading companies through acquisitions and organic growth. Since its inception, GTCR has invested more than $8.0 billion in over 200 companies. About Protection One Protection One, Inc. -- http://www.ProtectionOne.com/-- is principally engaged in the business of providing security alarm monitoring services, including sales, installation and related servicing of security alarm systems for residential and business customers. The Company also provides monitoring and support services to independent security alarm dealers on a wholesale basis. Affiliates of Quadrangle Group LLC and Monarch Alternative Capital LP own roughly 70% of the Company's common stock. As of March 31, 2010, the Company had total assets of $562.853 million against total liabilities of $624.631 million, resulting in stockholders' deficit of $61.778 million. REDWINE AVIATION: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Redwine Aviation, Inc. 8214 Westchester Drive, Suite 740 Dallas, TX 75225 Bankruptcy Case No.: 10-34047 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Michael R. Rochelle, Esq. Rochelle McCullough L.L.P. 325 N. St. Paul Street, Suite 4500 Dallas, TX 75201 Tel: (214) 953-0182 Fax: (214) 953-0185 E-mail: doler@romclawyers.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of 2 largest unsecured creditors filed together with the petition is available for free at The petition was signed by Gary W. Redwine, president. REDWINE KINTA: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: Redwine Kinta Ranch, LLC 8214 Westchester Drive, Suite 710 Dallas, TX 75225 Bankruptcy Case No.: 10-34051 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Michael R. Rochelle, Esq. Rochelle McCullough L.L.P. 325 N. St. Paul Street, Suite 4500 Dallas, TX 75201 Tel: (214) 953-0182 Fax: (214) 953-0185 E-mail: doler@romclawyers.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company says that assets total $1,293,100 while debts total $42,304,523. The petition was signed by Gary W. Redwine, manager. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America -- $42,304,523 901 Main Street Dallas, TX 75202 REDWINE OIL: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: Redwine Oil and Gas, LLC 8214 Westchester Drive, Suite 740 Dallas, TX 75225 Bankruptcy Case No.: 10-34050 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Michael R. Rochelle, Esq. Rochelle McCullough L.L.P. 325 N. St. Paul Street, Suite 4500 Dallas, TX 75201 Tel: (214) 953-0182 Fax: (214) 953-0185 E-mail: doler@romclawyers.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company says that assets total $0 while debts total $42,304,523. The petition was signed by Gary W. Redwine, manager. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America -- $42,304,523 901 Main Street Dallas, TX 75202 REVLON INC: RCPC Offers to Exchange Old 9-3/4% Notes Due 2015 ------------------------------------------------------------- Revlon Consumer Products Corporation, a subsidiary of Revlon, Inc., is offering to exchange $330 million aggregate principal amount of 9-3/4% Senior Secured Notes Due 2015 (CUSIP Nos. U8000E AG4 and 761519 BA4) for $330 million aggregate principal amount of 9-3/4% Senior Secured Notes Due 2015 (CUSIP No. 761519 BB2). The exchange offer will expire at 5:00 p.m., New York City time, on July 1, 2010, unless extended. Terms of the exchange offer: -- RCPC will exchange new notes for all outstanding old notes that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer. -- Noteholders may withdraw tenders of old notes at any time prior to the expiration or termination of the exchange offer. -- The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer restrictions and registration rights (including interest rate increases) relating to the old notes do not apply to the new notes. -- The exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes. -- RCPC will not receive any proceeds from the exchange offer. -- RCPC issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, their transfer is restricted. RCPC is making the exchange offer to satisfy the registration rights, as a holder of the old notes. RCPC does not intend to list the new notes on any securities exchange or to seek approval for quotation through any automated quotation system. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. RCPC has agreed that, for a period of 210 days after the expiration of the exchange offer, RCPC will make this prospectus available to any broker-dealer for use in connection with any such resale. A full-text copy of the prospectus is available at no charge at http://ResearchArchives.com/t/s?6472 About Revlon Inc. Headquartered in New York City, Revlon, Inc. (NYSE: REV) -- http://www.revloninc.com/-- is a worldwide cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirants/deodorants and personal care products company. The Company's brands, which are sold worldwide, include Revlon(R), Almay(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima II(R). At March 31, 2010, the Company's balance sheet showed $807.0 million in total assets, $303.7 million total current liabilities, $1.1 billion long-term debt, $107.0 million long-term debt (affiliates), $210.8 million long term pension liabilities, and $63.9 million other long term liabilities, for a $983.0 million stockholders' deficit. REVLON INC: Reports Results of June 3 Stockholders' Meeting ----------------------------------------------------------- Revlon, Inc., on June 3, 2010, held its 2010 Annual Stockholders' Meeting at which Revlon's stockholders: (i) approved the re-election of all of the 11 director nominees standing for re-election and named in Revlon's 2010 proxy statement, to serve as directors until the next annual stockholders' meeting and until such directors' respective successors are elected and will have been qualified, consisting of: * Ronald O. Perelman, * Alan S. Bernikow, * Paul J. Bohan, * Alan T. Ennis, * Meyer Feldberg, * David L. Kennedy, * Debra L. Lee, * Tamara Mellon, * Richard J. Santagati, * Barry F. Schwartz, and * Kathi P. Seifert; (ii) approved the Revlon Executive Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended; and (iii) ratified the selection by Revlon's Audit Committee of KPMG LLP as Revlon's independent registered public accounting firm for 2010. About Revlon Inc. Headquartered in New York City, Revlon, Inc. (NYSE: REV) -- http://www.revloninc.com/-- is a worldwide cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirants/deodorants and personal care products company. The Company's brands, which are sold worldwide, include Revlon(R), Almay(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima II(R). At March 31, 2010, the Company's balance sheet showed $807.0 million in total assets, $303.7 million total current liabilities, $1.1 billion long-term debt, $107.0 million long-term debt (affiliates), $210.8 million long term pension liabilities, and $63.9 million other long term liabilities, for a $983.0 million stockholders' deficit. REVLON INC: Stockholders Approve Re-Election of 11 Directors ------------------------------------------------------------ Revlon Inc.'s stockholders approved the re-election of all of the 11 director nominees: * Ronald O. Perelman * Alan S. Bernikow * Paul J. Bohan * Alan T. Ennis * Meyer Feldberg * David L. Kennedy * Debra L. Lee * Tamara Mellon * Richard J. Santagati * Barry F. Schwartz, and * Kathi P. Seifert In addition, the Company approved the executive incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended; and ratified the selection by Revlon's Audit Committee of KPMG LLP as Revlon's independent registered public accounting firm for 2010. About Revlon Inc. Headquartered in New York City, Revlon, Inc. (NYSE: REV) -- http://www.revloninc.com/-- is a worldwide cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirants/deodorants and personal care products company. The Company's brands, which are sold worldwide, include Revlon(R), Almay(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima II(R). At March 31, 2010, the Company's balance sheet showed $807.0 million in total assets, $303.7 million total current liabilities, $1.1 billion long-term debt, $107.0 million long-term debt (affiliates), $210.8 million long term pension liabilities, and $63.9 million other long term liabilities, for a $983.0 million stockholders' deficit. RICCO INC: Promises to Pay Primary Loan from Sale Proceeds ---------------------------------------------------------- Ricco, Inc., filed with the U.S. Bankruptcy Court for the Northern District of West Virginia a Disclosure Statement explaining the proposed Plan of Reorganization. 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 for the Liquidating Trust to retain the real estate related to Ricco's former partnership and other operations, and sell the property. The value of these assets at sale is estimated by Ricco to be $14 million. The sale proceeds of the real estate will be first escrowed until taxes are determined and paid. Once taxes are paid, the balance will be utilized to pay the balance of the primary loan. Any secured loan will be paid interest only. No other administrative secured or unsecured claim will be paid from security of the primary loan until the primary loan is paid in full. All of Ricco's remaining assets will be sold by the Liquidating Trust by deeds and assignments executed by its trustee and net proceeds will be paid to creditors from sales. After payment of all creditors in the amounts set forth under the Plan (if any), the remaining unsold property will be conveyed to the Calandrella Bankruptcy Estate or retained for it's use. Ricco will cease its operations after confirmation of Plan. Ralph Calandrella will continue to aid in tax reconstruction and records retrieval. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/RiccoInc_DS.pdf About Ricco, Inc. Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners, Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos Partners -- filed for Chapter 11 bankruptcy protection on January 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023). Todd Johnson, Esq., at Johnson Law, PLLC, assists the Company in its restructuring effort. The Company has assets of $15,162,600, and total debts of $4,093,674. RIGGING & WELDING: Final Cash Collateral Hearing Set for June 17 ---------------------------------------------------------------- Rigging & Welding Specialists, Inc., will return to the U.S. Bankruptcy Court for the Southern District of Texas in Houston on June 17, 2010, for a final hearing on its bid to use cash collateral. Judge Marvin Isgur on May 18, 2010, granted the Debtor interim authority to use cash collateral, consisting of accounts receivable, in the ordinary course of business. The Debtor obtained authority to pay rent on its Baytown facility and expend up to $260,000 on payroll expenses. However, the interim order does not authorize the Debtor to make any lease payments on its Sweetwater facility. Financial Federal Credit, Inc., a first lien holder, and Wells Fargo Bank, N.A., a first lien holder, have agreed to the use of cash collateral. The Debtor, Federal and Wells Fargo have reached a formal agreement for the Debtor's use of cash collateral. Judge Isgur noted that the Baytown payment is to an insider. "If the authorized rent on the Baytown facility exceeds the fair value of rent on that facility, the insider will be required to refund any such excess amount," the interim order said. Pursuant to the interim order, each holder of a valid and unavoidable lien on the Debtor's account receivables is granted a replacement lien on postpetition accounts receivable in the same priority and to the same extent as existed on the Petition Date. The order also authorized the holder of the lease on the Debtor's 300 ton DEMAG crane to immediately take possession of the crane. About Rigging & Welding Baytown, Texas-based Rigging & Welding Specialists, Inc., has two primary sources of revenue: (1) by the rental of cranes with operator or without; and (2) providing services for inspection, testing and certification of slings and rigging equipment by the testing and sales of crane rigging equipment. The Company's special "niche" is 24-hour/7-day-a-week service. Rigging & Welding Specialists filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. S.D. Tex. Case No. 10-34012). The Company listed $15,853,284 in assets and $17,547,127 in debts. RIVER ROAD: Court to Consider OK of Auction of InterContinental --------------------------------------------------------------- Kristina Doss at Dow Jones Daily Bankruptcy Review reports the Bankruptcy Court in Chicago was scheduled to hold a hearing yesterday, June 9, 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. RIVIERA HOLDINGS: Raises Annual Salary of Marchionne & Simons ------------------------------------------------------------- The Compensation Committee of the Board of Directors of Riviera Holdings Corporation increased: * the annual salary of Mr. Tullio J. Marchionne, a member of the Company's Office of the CEO and the Company's Secretary and General Counsel, and Secretary and Executive Vice President of Riviera Operating Company, from $250,000 to $300,000 and * the annual salary of Mr. Phillip B. Simons, a member of the Company's Office of the CEO and the Company's Treasurer and Chief Financial Officer and ROC's Treasurer, Vice President of Finance and CFO, from $200,000 to $250,000. The salary increases for Messrs. Marchionne and Simons are retroactive to April 19, 2010, the date on which the Board appointed Messrs. Marchionne and Simons to the Office of the CEO. Going Concern Doubt The Company reported a net loss of $24.9 million on $134.0 million of revenue for the year ended December 31, 2009, compared with a net loss of $11.9 million on $169.8 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $198.9 million in assets and $282.0 million of debts, for a stockholders' deficit of $83.1 million. Ernst Young LLP, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company is in default under its Credit Facility and Swap Agreement. About Riviera Holdings Las Vegas, Nevada-based Riviera Holdings Corporation, through its Wholly owned subsidiary, Riviera Operating Corporation, owns and operates the Riviera Hotel & Casino located on the Las Vegas Boulevard in Las Vegas, Nevada. Through its wholly owned subsidiary, Riviera Black Hawk, Inc., the Company owns and operates the Riviera Black Hawk Casino, a casino in Black Hawk, Colorado. ROBIN ARBURY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Robin Anderson Arbury Ardith Dehn Arbury 1145 Tittabawassee River Road Midland, MI 48642 Bankruptcy Case No.: 10-22248 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Eastern District of Michigan (Bay City) Judge: Daniel S. Opperman Debtor's Counsel: Dennis M. Haley, Esq. G-9460 S. Saginaw Street, Suite A Grand Blanc, MI 48439 Tel: (810) 579-3600 E-mail: ecf@winegarden-law.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-22248.pdf The petition was signed by the Joint Debtors. ROTHSTEIN ROSENFELDT: Founder Gets 50-Year Prison Sentence ---------------------------------------------------------- Scott Rothstein, who turns 48 today, June 10, received an early gift Wednesday morning -- a 50-year prison sentence -- Jacqueline Palank writes for Dow Jones' Daily Bankruptcy Review. Ms. Palank, citing The Associated Press, relates U.S. District Judge James I. Cohn handed down the sentence on five felony counts that Mr. Rothstein had previously pleaded guilty to bilking investors out of at least $1.2 billion. Ms. Palank notes the sentence is 20 more years than Mr. Rothstein's defense team sought in light of Mr. Rothstein's cooperation with investigators, and even 10 more than prosecutors sought. It's half of the 100-year maximum he faced for his five felony convictions, she writes. "I am truly and deeply sorry for what I have done. I don't expect your forgiveness. I don't," Mr. Rothstein said, according to Ms. Palank. "I am ashamed and embarrassed." About Scott Rothstein Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA, has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. SAINT VINCENTS: Trust Monitor Files Adversary Case Against Lender ----------------------------------------------------------------- Bankruptcy Law360 reports that a trust monitor in the bankruptcy of Saint Vincent Catholic Medical Centers has filed an adversary case against a lender, saying it filed a claim for more than $46 million plus interest even though both sides had agreed the hospital only owed $39.5 million. Michael E. Katzenstein, monitor of the Saint Vincent MedMal trusts, filed his complaint against VIII SV5556 Lender LLC in the U.S. Bankruptcy Court for the Southern District of New York, according to Law360. About Saint Vincent Catholic Medical Centers Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/-- is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Its behavioral health services also provide supportive housing programs for people with mental illness throughout the Metropolitan area. Saint Vincent's is the designated provider for the New York and New Jersey region of the US Family Health Plan sponsored by the US Department of Defense. Saint Vincent's serves as the academic medical center of New York Medical College in New York City. The healthcare organization is sponsored by the Roman Catholic Bishop of Brooklyn and the president of the Sisters of Charity of New York. Saint Vincent Catholic Medical Centers of New York and six of its affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed the Debtors' Chapter 11 cases. On September 12, 2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over representing the Debtors in their restructuring efforts. Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the Official Committee of Unsecured Creditors. As of April 30, 2005, the Debtors listed $972 million in total assets and $1 billion in total debts. The Court confirmed the Debtors' Chapter 11 plan on July 27, 2007. St. Vincent Catholic Medical Centers and its affiliates returned to the bankruptcy court by filing another Chapter 11 petition on April 14, 2010 (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, assist the Debtors in their restructuring efforts. The Debtors' special counsel is Garfunkel Wild, P.C., while their Crisis Management Team is led by Grant Thornton LLP. The Debtors' Chief Restructuring Officer is Mark E. Toney. SALPARE BAY: Files for Chapter 11 Bankruptcy in Oregon ------------------------------------------------------ Salpare Bay LLC filed for bankruptcy under Chapter 11 on June 7 (Bankr. D. Ore. Case No. 10-35333). Nick Bjork at Daily Journal of Commerce reports that the petition was filed a day before the un-built 204-unit condominium project was to be auctioned off in Multnomah County Courthouse. According to the report, the auction was intended to satisfy a $4.4 million judgment stemming from the lost wages. Developer Michael DeFrees owns the company and holds 85% stake in the company. Salpare Bay LLC is the developer of Salpare Bay condominiums on Hayden Island. The petition said that assets and debts range from $10 million to $50 million. The Company said it owes $510,109 in attorney fees to Stoel Rives; $85,000 in trade debt, Campbell Crane; $81,854 in trade debt, Team Builders JLC. Tara J. Schleicher, Esq., represents the Debtor in its Chapter 11 effort. SALPARE BAY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Salpare Bay, LLC 2501 NE 134th Street #300 Vancouver, WA 98686 Bankruptcy Case No.: 10-35333 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court District of Oregon Judge: Trish M. Brown Debtor's Counsel: Tara J. Schleicher, Esq. 121 SW Morrison Street #600 Portland, OR 97204 Tel: (503) 228-6044 E-mail: tschleicher@fwwlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Michael J. DeFrees, president of Columbia Rim Corp., manager of Salpare Bay, LLC. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Stoel Rives Attorney Fees $510,109 900 SW Fifth Avenue Portland, OR 97204-1268 Campbell Crane Trade Debt $85,000 8001 NE 14th Place Portland, OR 97211 Team Builder JLS Trade Debt $61,855 14205 SE 36th Street, Suite 200 Bellevue, WA 98006 Fusion Partners Trade Debt $38,788 Professional Serv. Industries Trade Debt $34,074 Landerholm Memovich Lansverk Trade Debt $17,389 Intelligent Community Services Trade Debt $13,837 Paradigm Communications Trade Debt $12,619 Portland General Electric Utility $12,252 URS Corporation Trade Debt $11,018 Ford Graphics Trade Debt $10,454 Jordan Schrader Attorneys Attorney Fees $10,193 W & H Pacific Trade Debt $8,730 Portland Monthly Advertising $8,688 KPFF Consulting Trade Debt $8,500 Bee Consulting Trade Debt $8,213 Fountain Technologies Trade Debt $7,550 City of Portland Water Bureau Utility $6,487 Acme Construction Supply Trade Debt $6,464 Interspace Airport Advertising Trade Debt $5,970 SENCORP: Plan's Non-Consensual Third-Party Releases Rejected ------------------------------------------------------------ WestLaw reports that there were no unusual circumstances and thus no basis to grant the dramatic measure of non-consensual third- party releases provided for by a proposed Chapter 11 plan. The case was a liquidating case, and debtors' officers and directors, as the intended beneficiaries of the releases, were merely facing three lawsuits by two plaintiffs. In re SL Liquidating, Inc., --- B.R. ----, 2010 WL 2194446 (Bankr.S.D.Ohio) (Aug, J.). The Honorable J. Vincent Aug followed the seven-factor test established in In re Dow Corning Corporation, 280 F.3d 648 (6th Cir. 2002). The Sixth Circuit allows non-consensual third-party releases, but characterizes that kind of broad injunction as a "dramatic measure to be used cautiously" and as "only appropriate in 'unusual circumstances.'" Id. at 658 (citations omitted). Headquartered in Cincinnati, Ohio, SENCORP nka SL Liquidating, Inc., made and sold branded pneumatic and battery powered staplers, nailers and screw systems and collated staples, nails and screws. SENCORP and its affiliates sought Chapter 11 protection (Bankr. S.D. Ohio Case No. 09-12869) on May 8, 2009, to facilitate a sale of its assets under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch Capital, Ltd., and including Great Lakes Equity Partners. Wynnchurch reportedly paid $41 million in cash and assumed certain of the Debtor's liabilities. The Debtors hired The Garden City Group, Inc., as its notice, claims and balloting agent; Mesirow Financial, Inc., as Investment Banker; Morris-Anderson & Associates Ltd., for advice on restructuring alternatives; Latham & Watkins LLP as bankruptcy counsel; and Frost Brown Todd LLC as co-counsel. The secured lenders are represented by Katten Muchin Rosenman LLP. The Debtors estimated $100 million to $500 million in assets and debts at the time of the filing. SILICON GRAPHICS: Appeals Court Rejects AMD License Defense ----------------------------------------------------------- Graphics Properties Holdings, Inc., f/k/a Silicon Graphics, Inc., disclosed significant favorable ruling in its litigation with ATI Technologies and Advanced Micro Devices. On Friday, June 4, 2010, the Court of Appeals for the Federal Circuit rejected AMD's license defense and reversed the previous claim construction ruling regarding several key claim terms in GPHI's U.S. Patent No. 6,650,327 (the '327 patent). As a result, GPHI said that its patent infringement claims against AMD's Radeon(TM) product line have been remanded back to the Western District of Wisconsin to address the issue of infringement, and the amount of damages to which GPHI may be entitled. GPHI said that the Appeals Court decision was noteworthy for its recognition of GPHI's technical contribution to computer graphics processing. Specifically, the Federal Circuit upheld the jury verdict on the validity of GPHI's '327 patent and furthermore found that AMD had lost its right to challenge patent validity in future proceedings. Previously at trial, AMD lost on its claim that the '327 patent was unenforceable. "We are pleased with the Federal Circuit's ruling acknowledging the validity of our patented graphics technology, and the reversal of the district court's claim construction," said Bradley Scher, President of GPHI. "Our graphics technology is critically important for a vast array of products including, among other things, video game consoles, computers and cell phones." About Silicon Graphics Headquartered in Sunnyvale, California, Silicon Graphics Inc. -- http://www.sgi.com/-- delivers an array of server, visualization, and storage software. This is the second bankruptcy filing for Silicon Graphics. The Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977 through 06-10990). The Court confirmed the Debtors' Plan of Reorganization on September 19, 2006. The Company and 14 of its affiliates filed for protection for the second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-11701). Mark R. Somerstein, Esq., at Ropes & Gray LLP, represents the Debtors in their restructuring efforts. At December 26, 2008, the Debtors had $390,462,000 in total assets and $526,548,000 in total debts. SINCLAIR BROADCAST: Shareholders Approve Term of Bonus Program -------------------------------------------------------------- Sinclair Broadcast Group Inc.'s shareholders approved the material terms of the Company's executive officer performance-based bonus program, which enables the Company to have a shareholder-approved arrangement under which it may receive tax deductions. About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22% of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. As of December 31, 2009, Sinclair had total assets of $1,597,721,000 against total liabilities of $1,799,943,000. As of December 31, 2009, Total Sinclair Broadcast Group shareholders' deficit was $211,950,000, and Noncontrolling interest was $9,728,000, resulting in Total deficit of $202,222,000. * * * According to the Troubled Company Reporter on May 28, 2010. Standard & Poor's Ratings Services placed its 'B' corporate credit rating for Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast Group Inc., as well as all related issue-level ratings on the company's debt, on CreditWatch with positive implications. SMURFIT-STONE: Enters Into Long-Term Packaging Deal with Calavo --------------------------------------------------------------- Calavo Growers, Inc., the global leader in avocado marketing and an expanding provider of other fresh perishable products, announced it has entered into a long-term agreement with Smurfit- Stone Container Corporation as Calavo's primary vendor for corrugated materials in North America and Hawaii. The most significant factors in the decision for transitioning to Smurfit-Stone are having access to the elite design and strength of the proprietary Meta Tray-8(R) for Calavo's avocado packaging programs including ProRipeVIP, display boxes for bagged avocados; a superior package for downstream ripening, less linerboard usage creating efficiencies and a significant reduction in carbon footprint. Smurfit-Stone is the only North American packaging company that produces the Meta Tray-8(R) cases. Calavo's Chairman, President and Chief Executive Officer Lee E. Cole, commented: "Ripening places inherent stress on corrugated packaging. The Meta Tray-8(R) design has proven to be stronger than anything we've seen on the market, protecting the product during ripening and downstream during transportation and handling. "To have the strength, economic benefits and carbon footprint reduction provides multiple benefits to Calavo customers, producers and the environment, particularly with double-digit growth in ProRipeVIP the last three years." Dwight Morris, western region vice president for Smurfit-Stone's Corrugated Container division, stated: "We are particularly proud of our design of the Meta Tray-8(R) and saw a perfect fit for avocados and other fresh products that are ripened after packing. Calavo was an obvious first choice to pursue in the fresh avocado business, and we are delighted at the opportunity to provide equipment and packaging for avocados and several other product lines." Smurfit-Stone will provide turnkey installation of new case- forming equipment manufactured at its Automated Packaging Systems facility in Orlando, Fla., to all Calavo-operated locations in North America beginning Spring 2010. About Calavo Calavo Growers, Inc., is a worldwide leader in the procurement and marketing of fresh avocados and other perishable foods, as well as the manufacturing and distribution of processed avocado products. Founded in 1924, Calavo's expertise in marketing and distributing avocados, processed avocados and other perishable foods allows the company to deliver a wide array of fresh and processed food products to food distributors, produce wholesalers, supermarkets and restaurants on a global basis. 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: Termination Date of Calpine Cash Use Extended ------------------------------------------------------------ The Court previously extended Calpine Corrugated LLC's authority to use the cash collateral from January 30, 2010, to and including May 1, 2010, effective as of January 30, and in accordance with a new 13-week budget. The extension was the second extension granted by the Court. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, relates that since the entry of the Second Extension Order, the Debtors, The CIT Group/Equipment Financing, Inc., and Union Bank of California, N.A., have reached an agreement further extending Calpine Corrugated's authority to use Cash Collateral to July 3, 2010. The Court subsequently approved the Stipulation. Specifically, pursuant to the Stipulation, effective as of April 30, 2010, the Parties have agreed to extend the Scheduled Termination Date to permit Calpine Corrugated to continue using Cash Collateral, in accordance with the terms and conditions of the Final Order and an extended cash flow forecast. During the Extension Period, the Cash Flow Forecast will constitute the Budget for purposes of the Final Order. A copy of the Cash Flow Forecast is available for free at: http://bankrupt.com/misc/SmrftExtCashFlow.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) SOUTH BEACH SECURITIES: 7th Cir. Says Dismissal Was Appropriate --------------------------------------------------------------- WestLaw reports that the United States Trustee, in his role as guardian of the public interest in bankruptcy proceedings, is a "party in interest" that may object to a plan of reorganization on the ground that the plan's primary purpose is to avoid taxes, the Seventh Circuit has ruled. Section 1129(d) of the Bankruptcy Code permits only a "party in interest that is a governmental unit" to oppose a plan of reorganization on the ground that the plan's primary purpose is to beat taxes. The U.S. Trustee is considered a "governmental unit" so long as he is not serving as the trustee in bankruptcy. The U.S. Trustee, moreover, as a congressionally ordained watchdog, has a statutory interest in making sure that bankruptcy law is not abused. The public, too, has an interest in limiting the use of bankruptcy to the purposes for which it is intended rather than permitting it to be used as a vehicle by which solvent firms can avoid taxes. In re South Beach Securities, Inc., --- F.3d ----, 2010 WL 1980169 (7th Cir.). The Seventh Circuit says that the Debtor's plan of reorganization was not proposed in good faith, and because the Debtor's sole creditor was an insider, there were no eligible voters for the plan tendered by the Debtor, and no confirmable alternative plan was conceivable, and the proceeding was properly dismissed. The Seventh Circuit's ruling affirms the In re South Beach Securities, Inc., 421 B.R. 881, 2009 WL 2222778, 104 A.F.T.R.2d 2009-5663, Bankr. L. Rep. P 81,561 (N.D. Ill.) (affirming 376 B.R. 881 (Goldgar, J.)), which was covered in the Nov. 27, 2009, edition of the Troubled Company Reporter. South Beach Securities, Inc., is wholly owned by NOLA, LLC, and was once registered as a securities broker dealer with the SEC, but never had any employees or assets other than $3.2 million in net operating losses. On April 27, 2005, South Beach and NOLA filed chapter 11 voluntary petitions (Bankr. N.D. Ill. Case Nos. 05-16679 and 05-16682). South Beach's schedules reflected no assets of any kind except the HRM stock with a value of $0. The Debtors disclosed Scattered as the only creditor, with an unsecured claim of $3.2 million. The Debtors are represented by Louis D. Bernstein, Esq., at Gould & Ratner in Chicago. SPANSION INC: Settles WARN Lawsuit for $8.57 Million ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that Spansion Technology Inc. received approval from the bankruptcy court for an $8.57 million settlement of a class-action WARN lawsuit filed on behalf of employees who were fired just before the Chapter 11 filing without the 60 days' notice required in labor law. The workers collectively will have $6.8 million in approved priority claims that will be paid in full under Spansion's Chapter 11 plan, which was confirmed and implemented on May 10. According to the report, the priority portion of the settlement works out to an average of $6,800 for each worker, before deductions for attorneys' fees and other costs. The workers will also have $1.76 million in unsecured claims that will pay $2,000 in cash to each worker. Lawyers for class-action plaintiffs received approval for $1.7 million in fees. About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc. and its affiliates filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. As of Sept. 30, 2008, Spansion had total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization on April 16, 2010. A group of holders of Convertible notes and equity in Spansion presented an alternative plan, which would pay senior noteholders in full and has funding commitment of in excess of $425 million, but the plan was rejected. SPECIALTY PRODUCTS: Organizational Meeting to be Held on June 10 ---------------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on June 10, 2010, at 10:00 a.m. in the bankruptcy case of Specialty Products Holding Corp., et al. The meeting will be held at The DoubleTree Hotel, 700 King Street, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., filed for Chapter 11 bankruptcy protection on May 31, 2010 (Bankr. D. Del. Case No. 10-11780). Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at Richards Layton & Finger, assist the Company in its restructuring effort. Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, is the Company's co-counsel. Logan and Company is the Company's claims and notice agent. The Company estimated its assets and debts at $100,000,001 to $500,000,000. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100,000,001 to $500,000,000. SPHERIS INC: Sells Notes for More Than Redemption Price ------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Spheris Inc. was authorized by the bankruptcy judge to sell a $17.5 million subordinated note for $13.8 million to Black Horse Capital LP. Originally, Spheris intended to sell the note to Riva Ridge Master Fund Ltd. without holding an auction. When other potential purchasers surfaced, Spheris decided to hold an auction, even though it wasn't sanctioned officially by the bankruptcy judge. Bloomberg continues that at the auction on June 7, Black Horse had the high bid. Riva Ridge objected, saying Spheris was breaching their contract. The bankruptcy judge at the June 8 hearing awarded Riva Ridge $50,000 for termination of the contract. According to Bloomberg, Spheris, now formally named SP Wind Down Inc., received the note from purchasers who bought the business in April for $98.8 million. The five-year note starts off paying interest at 8%, rising to 12.5%. The buyers of the assets have the right to prepay the note within six months for 77.5% of the outstanding principal. The price paid by Black Horse exceeds what it would receive if the buyers redeem the note at the first opportunity. About Spheris Inc. Headquartered in Franklin, Tennessee, Spheris Inc. -- http://www.spheris.com/-- is a global provider of clinical documentation technology and services. Spheris Inc., along with five affiliates, filed for Chapter 11 on Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352). Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP represent the Debtors in their Chapter 11 effort. Jefferies & Company serve as financial advisors to the Debtors. Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as counsel to the prepetition and DIP lenders. Garden City Group Inc. is claims and notice agent. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $100,000,001 to $500,000,000. The estate of Spheris Inc. is now formally named SP Wind Down Inc. after it sold the business in April. CBay Inc.'s MedQuist Inc. purchased the domestic business of Spheris for $98.8 million. STATION CASINOS: Disclosure Statement Hearing Moved to July 15 -------------------------------------------------------------- A hearing on the approval of the Disclosure Statement explaining the Joint Plan of Reorganization filed by Station Casinos, Inc., and its debtor affiliates previously scheduled for June 10, 2010, will now be held on July 15 and 16, commencing each day at 10:00 a.m., before Judge Greg Zive in the U.S. Bankruptcy Court, in the Clifton Young Federal Building, 300 Booth Street, Bankruptcy Courtroom, First Floor-Courtroom, Reno, Nevada. The Debtors notify parties-in-interest that they will file with the Court an amended Disclosure Statement on or before June 15, 2010. Objections to the approval of the Disclosure Statement are due July 1. Law Debenture Trust Company of New York has already filed an objection to the Disclosure Statement, complaining that that the Document fails to contain sufficient information and has inconsistencies with the Plan. In Station Casinos' proposed reorganization plan, a group including current owners Frank and Lorenzo Fertitta will make the first bid of $772 million to keep control of substantially all of the businesses. Unless outbid at the auction, the Fertittas would retain 46% ownership, in return for an injection of at least $86 million. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work ---------------------------------------------------------- Professionals retained in Station Casinos' bankruptcy cases filed interim applications for the allowance of fees and expenses incurred for the period from December 1, 2009 to March 31, 2010: A. Debtors Professional Period Fees Expenses ------------ ------ ---- -------- Lazard Freres & Co. LLC 12/01/09- 03/31/10 $1,200,000 $41,212 FTI Consulting, Inc. 12/01/09- 03/31/10 130,124 218 Milbank, Tweed, Hadley 12/01/09- & McCloy LLP 03/31/10 4,879,407 177,342 Gibson, Dunn & Crutcher 12/01/09- LLP 03/31/10 481,040 13,882 Lazard Freres and FTI Consulting serve as financial advisor to the Debtors. Gibson Dunn acts as special counsel to the Debtors. FTI Consulting further seeks payment of unpaid balance of interim fees for $43,239 and unpaid balance of interim expenses for $56. The Court has approved the Interim Fee Applications of these professionals: Professional Period Fees Expenses ------------ ------ ---- -------- Campbell & Williams 01/28/10- 03/31/10 $316,494 $3,496 Moelis & Company LLC 08/13/09- 11/30/09 $600,000 $22,472 About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Revises Rules for August 6 Auction for All Assets ------------------------------------------------------------------ Station Casinos Inc. and its units delivered to the Court further revised proposed bidding procedures in connection with their motion to sell of substantially all assets of Station Casinos, Inc., and certain Opco subsidiaries. The further Revised Proposed Bidding Procedures took out "assets or collateral of Propco and Propco's lenders under various written security agreements or the equity interests in Propco" in the list of Excluded Assets. The further Revised Proposed Bidding Procedures state that if the Stalking Horse Bid is not the Successful Bid and Propco purchases some, but not all, of the New Propco Purchased Assets, then the Successful Bid will include the Unsold New Propco Purchased Assets in addition to the Cash Proceeds received by the Opco Group from Propco or its designee in consideration of the New Propco Purchased Assets, which proceeds and Unsold New Propco Purchased Assets will be subject to the liens of the Opco Agent until the closing of the Successful Bid. An auction will commence on August 6, at 10:00 a.m., if the Opco Debtors receive one or more Qualified Bids in addition to the Stalking Horse Bid. The Auction will be conducted under the supervision of Judge Zive. If the Auction is not completed on August 6, it will continue on August 9. A full-text copy of the Revised Bidding Procedures is available for free at http://bankrupt.com/misc/Station_RevBiddingProc.pdf Court Approves Bidding Procedures Judge Zive approved the Bidding Procedures, a full-text copy of which is available for free at: http://bankrupt.com/misc/Station_BiddingProcOrd.pdf Judge Zive authorized the Debtors to conduct an auction in accordance with the provisions of the Bidding Procedures. All objections to the Motion that have not been withdrawn, waived, or settled and all reservations of rights are overruled on the merits. * * * The Official Committee of Unsecured Creditors notifies the Court that it intend to take an appeal to the U.S. District Court for the District of Nevada from the U.S. Bankruptcy Court for the District of Nevada's June 4, 2010 order establishing bidding procedures and deadlines relating to the sale process for substantially all of the assets of Station Casinos Inc. and certain "Opco" subsidiaries. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STERLING FIN'L: Discloses Pending Appointment of Credit Officer --------------------------------------------------------------- Sterling Financial Corporation disclosed the appointment of David S. DePillo as chief credit officer of Sterling Savings Bank, pending the successful completion of Sterling's previously announced recapitalization effort and regulatory approvals. "David DePillo's successful track record with real estate asset resolution and portfolio restructuring will provide additional expertise in moving Sterling forward," said Greg Seibly, president and chief executive officer of Sterling. "David is well-regarded within the financial industry and has in-depth knowledge relating to our loan portfolio, having served in an advisory capacity in that regard. We look forward to working with him as we continue to progress through our recapitalization and recovery efforts." DePillo said, "I am pleased to join the Sterling management team and to contribute to the recovery and momentum of its regional franchise going forward." DePillo has more than 25 years of financial management, banking and investment experience. He most recently served as the vice chairman of the board of Fremont General Corporation (FGC) of Anaheim Hills, Calif., a financial services holding company, and of Fremont Investment & Loan, its wholly owned bank subsidiary. From November of 2007 to September 2009, he was the president of both companies. Prior to his affiliation with FGC, he was one of the founding stockholders of Commercial Capital Bancorp Inc. (CCBI), and served as its vice chairman, president and chief operating officer from 1999 through 2006, and as the vice chairman, president and chief operating officer of CCBI's subsidiary companies. At CCBI, he led an operations team that integrated several acquisitions and developed one of the largest multi-family and commercial real estate lending platforms in the western United States. From 1991 to 1998, DePillo served as the first vice president and director of multifamily banking for Home Savings of America, and as the president and chief operating officer for its real estate development subsidiaries and for H.F. Ahmanson & Co., its thrift holding company. In that capacity, he restructured a multi- billion-dollar nationwide real estate development portfolio. At that time, the firm's multi-family lending operation was the largest in the United States. Previously, DePillo served as senior vice president and director of asset management at Coast Federal Bank, a savings institution, and as president of its mortgage banking subsidiary. From 1985 to 1987, DePillo was a certified public accountant with KPMG LLP, an accounting firm. About Sterling Financial Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA) -- http://www.sterlingfinancialcorporation-spokane.com/-- is the bank holding company for Sterling Savings Bank, a commercial bank, and Golf Savings Bank, a savings bank focused on single-family mortgage originations. Both banks are state chartered and federally insured. Sterling offers banking products and services, mortgage lending, construction financing and investment products to individuals, small businesses, commercial organizations and corporations. As of March 31, 2010, Sterling Financial Corporation operated 178 depository branches throughout Washington, Oregon, Idaho, Montana and California. The Company's balance sheet as of March 31, 2010, showed $10.555 billion in assets, $10.309 billion in total liabilities, and $245.5 million in stockholders' equity. * * * As reported in the Troubled Company Reporter on March 22, 2010, BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered significant net losses during 2009 and 2008, a decline in regulatory capital to support operations, and regulatory issues. SUNRISE SENIOR: Registers 2.5MM Shares under 2008 Incentive Plan ---------------------------------------------------------------- Sunrise Senior Living, Inc., on May 21 filed a Registration Statement on Form S-8 with the Securities and Exchange Commission for the purpose of registering an additional 2,500,000 shares of Common Stock of the Company that may be offered and sold under the Company's 2008 Omnibus Incentive Plan. The registration statement also applies to rights to purchase Series D Junior Participating Preferred Stock of Sunrise Senior Living, Inc., pursuant to the Rights Agreement, dated as of April 24, 2006, as amended by the First and Second Amendments thereto, dated as of November 19, 2008 and January 27, 2010, respectively, between the Company and American Stock Transfer & Trust Company, as Rights Agent, which rights are attached to, and, until the occurrence of a triggering event under the Rights Agreement, tradable only with, the registered Common Stock. The increase in the number of shares of Common Stock that may be offered and sold under the 2008 Plan was approved by the Company's stockholders at the Company's annual meeting held on May 4, 2010. The proposed maximum aggregate offering price is $10,900,000. Going Concern Doubt According to the Troubled Company Reporter on March 3, 2010, Ernst & Young LLP of McLean, Virginia, expresses substantial doubt about Sunrise Senior Living Inc.'s ability as a going concern after auditing the company's financial statement for the year ended December 31, 2009. The auditor said the Company cannot borrow under the bank credit facility and the Company has significant debt maturing in 2010 which it does not have the ability to repay. The Company's balance sheet as of March 31, 2010, showed $891.5 million, $874.9 million of liabilities, and $16.6 million of stockholders' equity. About Sunrise Senior McLean, Virginia-based Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- employs 40,000 people. As of November 9, 2009, Sunrise operated 403 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of approximately 41,500 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise's senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. SPHERIS INC: Sells Notes for More Than Redemption Price ------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Spheris Inc. was authorized by the bankruptcy judge to sell a $17.5 million subordinated note for $13.8 million to Black Horse Capital LP. Originally, Spheris intended to sell the note to Riva Ridge Master Fund Ltd. without holding an auction. When other potential purchasers surfaced, Spheris decided to hold an auction, even though it wasn't sanctioned officially by the bankruptcy judge. Bloomberg continues that at the auction on June 7, Black Horse had the high bid. Riva Ridge objected, saying Spheris was breaching their contract. The bankruptcy judge at the June 8 hearing awarded Riva Ridge $50,000 for termination of the contract. According to Bloomberg, Spheris, now formally named SP Wind Down Inc., received the note from purchasers who bought the business in April for $98.8 million. The five-year note starts off paying interest at 8%, rising to 12.5%. The buyers of the assets have the right to prepay the note within six months for 77.5% of the outstanding principal. The price paid by Black Horse exceeds what it would receive if the buyers redeem the note at the first opportunity. About Spheris Inc. Headquartered in Franklin, Tennessee, Spheris Inc. -- http://www.spheris.com/-- is a global provider of clinical documentation technology and services. Spheris Inc., along with five affiliates, filed for Chapter 11 on Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352). Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP represent the Debtors in their Chapter 11 effort. Jefferies & Company serve as financial advisors to the Debtors. Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as counsel to the prepetition and DIP lenders. Garden City Group Inc. is claims and notice agent. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $100,000,001 to $500,000,000. The estate of Spheris Inc. is now formally named SP Wind Down Inc. after it sold the business in April. CBay Inc.'s MedQuist Inc. purchased the domestic business of Spheris for $98.8 million. STATION CASINOS: Disclosure Statement Hearing Moved to July 15 -------------------------------------------------------------- A hearing on the approval of the Disclosure Statement explaining the Joint Plan of Reorganization filed by Station Casinos, Inc., and its debtor affiliates previously scheduled for June 10, 2010, will now be held on July 15 and 16, commencing each day at 10:00 a.m., before Judge Greg Zive in the U.S. Bankruptcy Court, in the Clifton Young Federal Building, 300 Booth Street, Bankruptcy Courtroom, First Floor-Courtroom, Reno, Nevada. The Debtors notify parties-in-interest that they will file with the Court an amended Disclosure Statement on or before June 15, 2010. Objections to the approval of the Disclosure Statement are due July 1. Law Debenture Trust Company of New York has already filed an objection to the Disclosure Statement, complaining that that the Document fails to contain sufficient information and has inconsistencies with the Plan. In Station Casinos' proposed reorganization plan, a group including current owners Frank and Lorenzo Fertitta will make the first bid of $772 million to keep control of substantially all of the businesses. Unless outbid at the auction, the Fertittas would retain 46% ownership, in return for an injection of at least $86 million. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work ---------------------------------------------------------- Professionals retained in Station Casinos' bankruptcy cases filed interim applications for the allowance of fees and expenses incurred for the period from December 1, 2009 to March 31, 2010: A. Debtors Professional Period Fees Expenses ------------ ------ ---- -------- Lazard Freres & Co. LLC 12/01/09- 03/31/10 $1,200,000 $41,212 FTI Consulting, Inc. 12/01/09- 03/31/10 130,124 218 Milbank, Tweed, Hadley 12/01/09- & McCloy LLP 03/31/10 4,879,407 177,342 Gibson, Dunn & Crutcher 12/01/09- LLP 03/31/10 481,040 13,882 Lazard Freres and FTI Consulting serve as financial advisor to the Debtors. Gibson Dunn acts as special counsel to the Debtors. FTI Consulting further seeks payment of unpaid balance of interim fees for $43,239 and unpaid balance of interim expenses for $56. The Court has approved the Interim Fee Applications of these professionals: Professional Period Fees Expenses ------------ ------ ---- -------- Campbell & Williams 01/28/10- 03/31/10 $316,494 $3,496 Moelis & Company LLC 08/13/09- 11/30/09 $600,000 $22,472 About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Revises Rules for August 6 Auction for All Assets ------------------------------------------------------------------ Station Casinos Inc. and its units delivered to the Court further revised proposed bidding procedures in connection with their motion to sell of substantially all assets of Station Casinos, Inc., and certain Opco subsidiaries. The further Revised Proposed Bidding Procedures took out "assets or collateral of Propco and Propco's lenders under various written security agreements or the equity interests in Propco" in the list of Excluded Assets. The further Revised Proposed Bidding Procedures state that if the Stalking Horse Bid is not the Successful Bid and Propco purchases some, but not all, of the New Propco Purchased Assets, then the Successful Bid will include the Unsold New Propco Purchased Assets in addition to the Cash Proceeds received by the Opco Group from Propco or its designee in consideration of the New Propco Purchased Assets, which proceeds and Unsold New Propco Purchased Assets will be subject to the liens of the Opco Agent until the closing of the Successful Bid. An auction will commence on August 6, at 10:00 a.m., if the Opco Debtors receive one or more Qualified Bids in addition to the Stalking Horse Bid. The Auction will be conducted under the supervision of Judge Zive. If the Auction is not completed on August 6, it will continue on August 9. A full-text copy of the Revised Bidding Procedures is available for free at http://bankrupt.com/misc/Station_RevBiddingProc.pdf Court Approves Bidding Procedures Judge Zive approved the Bidding Procedures, a full-text copy of which is available for free at: http://bankrupt.com/misc/Station_BiddingProcOrd.pdf Judge Zive authorized the Debtors to conduct an auction in accordance with the provisions of the Bidding Procedures. All objections to the Motion that have not been withdrawn, waived, or settled and all reservations of rights are overruled on the merits. * * * The Official Committee of Unsecured Creditors notifies the Court that it intend to take an appeal to the U.S. District Court for the District of Nevada from the U.S. Bankruptcy Court for the District of Nevada's June 4, 2010 order establishing bidding procedures and deadlines relating to the sale process for substantially all of the assets of Station Casinos Inc. and certain "Opco" subsidiaries. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TEXAS RANGERS: Hires AlixPartners LLP as Claims and Notice Agent ---------------------------------------------------------------- Texas Rangers Baseball Partners seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to retain AlixPartners LLP as claims, noticing, and balloting agent. The Debtors note that the creditor matrix in their case includes in excess of 3,800 creditors to whom notices must be sent. The Debtor said it will need assistance in managing and addressing the myriad of administrative issues among the Debtor and the parties- in-interest that will likely arise in the case. AlixPartners' duties include preparing and filing bankruptcy schedules and statements of financial affairs, assisting with the preparation of monthly operating reports, processing and mailing all notices, receiving and processing all proofs of claim and maintaining the claims register, and developing and hosting a case management and communications Web site. AlixPartners' hourly based services for its work will be charged at discounted rates: Clerical $40 - $60 per hour Project specialist $90 - $150 per hour Technology/Programming Consultant $140 - $190 per hour Consultant $165 - $220 per hour Senior Consultant $225 - $275 per hour Senior Managing Consultant $295 per hour The Debtor will pay AlixPartners for all reasonable out-of-pocket expenses. AlixPartners received an initial advance retainer of $25,000 on May 17, 2010, from the Debtor. During the 90 days before the Petition Date, the Debtor paid AlixPartners $24,947 in connection with prepetition restructuring activities. AlixPartners' Michelle C. Campbell attests that the firm is a "disinterested person" under Sections 101(14) and 1107(b) of the Bankruptcy Code, and does not hold or represent any interest adverse to the Debtor or the estates. Sale & Restructuring Plan The Debtors filed for Chapter 11 to implement a planned sale of substantially all of its assets to Rangers Baseball Express LLC, whose principals include the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. The sale will include the Texas Rangers franchise and substantially all contractual rights related the operation of the Texas Rangers. The aggregate consideration paid and obligations assumed by the Purchaser at the Closing will equal more than $500 million. The sale is expected to close mid-summer. The deal is subject to approval of the Office of the Commissioner of Baseball and 75% of the Major League Baseball clubs. The Debtor also has filed a prepackaged plan, which sets forth the distribution that each class of the Debtor's creditors and equity holders is to receive on the Effective Date under the Prepackaged Plan. All TRBP's creditors will be paid in full under the Prepackaged Plan or have their claims assumed by the Purchaser under the Asset Purchase Agreement. Specifically, each holder of an (i) Allowed Priority Non-Tax Claim, (ii) Allowed First Lien Holder Claim, (iii) Allowed Second Lien Holder Claim, (iv) Allowed MLB Prepetition Claim, (v) Allowed Secured Tax Claim, (vi) Allowed Other Secured Claim, (vii) Allowed Assumed General Unsecured Claim, (viii) Allowed Non-Assumed General Unsecured Claim, (ix) Allowed Emerald Diamond Claim, (x) Allowed Overdraft Protection Agreement Claim, (xi) Allowed Intercompany Claim, and (xii) Allowed TRBP Equity Interest is unimpaired and will be paid in full. TRBP believes that because the Prepackaged Plan satisfies in full all claims against TRBP, is supported by TRBP's equity holders, and will lead to the least disruption to the Texas Rangers' business of playing baseball, the Prepackaged Plan is in the best interests of the Texas Rangers franchise and all parties in interest. A full-text copy of the Texas Ranger's Plan is available at no charge at http://bankrupt.com/misc/TEXASRANGERS_ds.pdf A full-text copy of the disclosure statement is available at no charge at http://bankrupt.com/misc/TEXASRANGERS_plan.pdf About Texas Rangers Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP serves as conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. TEXAS RANGERS: Seeks Court Okay to Hire Weil Gotshal as Counsel --------------------------------------------------------------- Texas Rangers Baseball Partners seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to retain Weil, Gotshal & Manges LLP as bankruptcy counsel. Texas Rangers said WG&M has become familiar with the Debtor's business, affairs, and capital structure in connection with its prepetition representation of the Debtor in respect of the potential restructuring of its financial obligations, its efforts to conduct a sale of its assets, and the preparation for the commencement of the Chapter 11 Case. During the 12 month period prior to the Petition Date, WG&M received an aggregate of $7,746,665 for professional services performed and for expenses incurred in connection with the WG&M's representation of Hick Sports Group and the Debtor. Approximately $5.7 million of this amount relates to the professional services performed and expenses incurred in connection with the Texas Rangers sale and restructuring efforts. As of the Petition Date, WG&M holds $48,826 of advance retainer to be applied against professional fees and expenses incurred by WG&M in connection with the Chapter 11 Case. On July 10, 2009, HSG paid WG&M a $250,000 fee advance that is currently held in a trust account and has earned $628.52 in interest, bringing the current balance to $250,628.52. WG&M intends to charge the Debtor for services rendered in this Chapter 11 Case at WG&M's normal hourly rates in effect at the time the services are rendered. WG&M's current customary hourly rates, subject to change from time to time, are $725 to $990 for members and counsel, $395 to $685 for associates, and $160 to $290 for paraprofessionals. WG&M also intends to seek reimbursement for necessary expenses. Martin A. Sosland, a member of WG&M, attests that his firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. Mr. Sosland said WG&M has rendered legal services to entities controlled by owner Thomas O. Hicks since 1989. To the extent that WG&M's prior and current representation of Mr. Hicks and related entities should conflict with WG&M's representation of the Debtor in the Chapter 11 Case, such that it would not be appropriate for WG&M to represent the Debtor with respect to those matters, the Debtor has retained Forshey & Prostok LLP as special conflicts counsel to represent the Debtor in such matters, according to Mr. Sosland. The Weil team may be reached at: Martin A. Sosland, Esq. WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 Tel: (214) 746-7700 Fax: (214) 746-7777 -- and -- Ronit J. Berkovich, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Sale & Restructuring Plan The Debtors filed for Chapter 11 to implement a planned sale of substantially all of its assets to Rangers Baseball Express LLC, whose principals include the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. The sale will include the Texas Rangers franchise and substantially all contractual rights related the operation of the Texas Rangers. The aggregate consideration paid and obligations assumed by the Purchaser at the Closing will equal more than $500 million. The sale is expected to close mid-summer. The deal is subject to approval of the Office of the Commissioner of Baseball and 75% of the Major League Baseball clubs. The Debtor also has filed a prepackaged plan, which sets forth the distribution that each class of the Debtor's creditors and equity holders is to receive on the Effective Date under the Prepackaged Plan. All TRBP's creditors will be paid in full under the Prepackaged Plan or have their claims assumed by the Purchaser under the Asset Purchase Agreement. Specifically, each holder of an (i) Allowed Priority Non-Tax Claim, (ii) Allowed First Lien Holder Claim, (iii) Allowed Second Lien Holder Claim, (iv) Allowed MLB Prepetition Claim, (v) Allowed Secured Tax Claim, (vi) Allowed Other Secured Claim, (vii) Allowed Assumed General Unsecured Claim, (viii) Allowed Non-Assumed General Unsecured Claim, (ix) Allowed Emerald Diamond Claim, (x) Allowed Overdraft Protection Agreement Claim, (xi) Allowed Intercompany Claim, and (xii) Allowed TRBP Equity Interest is unimpaired and will be paid in full. TRBP believes that because the Prepackaged Plan satisfies in full all claims against TRBP, is supported by TRBP's equity holders, and will lead to the least disruption to the Texas Rangers' business of playing baseball, the Prepackaged Plan is in the best interests of the Texas Rangers franchise and all parties in interest. A full-text copy of the Texas Ranger's Plan is available at no charge at http://bankrupt.com/misc/TEXASRANGERS_ds.pdf A full-text copy of the disclosure statement is available at no charge at http://bankrupt.com/misc/TEXASRANGERS_plan.pdf About Texas Rangers Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP serves as conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. TEXAS RANGERS: Taps Perella Weinberg as Financial Advisor --------------------------------------------------------- Texas Rangers Baseball Partners seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Perella Weinberg Partners LP as its financial advisor and investment banker. Prior to the Petition Date, the Debtor's bankruptcy counsel, Weil, Gotshal & Manges LLP, retained PWP on behalf of HSG Sports Group Holdings LLC, the indirect parent of the Debtor, in connection with WGM's representation of HSG. PWP assisted HSG in various matters, including restructuring and sale efforts involving the Debtor. On May 23, 2010, WGM engaged PWP, on behalf of the Debtor, to provide general financial and investment banking advice in connection with WGM's representation of the Debtor. Perella's duties include: -- assisting in the arranging of a Financing, including identifying potential sources of capital, assisting in the due diligence process, and negotiating the terms of any proposed Financing, as requested; -- providing financial advice to the Debtor in structuring, evaluating and effecting a Sale, identify potential acquirers and, at the Debtor's request, contact and solicit potential acquirers; and -- assisting in the arranging and executing a Sale, including identifying potential buyers or parties in interest, assisting in the due diligence process, and negotiating the terms of any proposed Sale, as requested. Perella's compensation structure: -- a monthly financial advisory fee of $87,500, payable in advance; plus -- a one-time Transaction Fee in the amount of $1,500,000, payable promptly upon consummation of a Transaction (which, for the avoidance of doubt, will only be payable upon the consummation of one Sales Transaction or one Restructuring Transaction). The Debtor has also agreed to reimburse PWP for certain reasonable expenses. The Debtor will indemnify also PWP. The Debtor has paid PWP a total of $1,787,731.85 in fees and expenses prior to the Petition Date. PWP's Michael A. Kramer attests that (a) PWP is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by Section 327(a) of the Bankruptcy Code, and holds no interest adverse to the Debtor or its estate in connection with the matters for which PWP is to be retained by the Debtor, and (b) PWP has no connection with the Debtor, its creditors, the U.S. Trustee, or other parties-in-interest in the Chapter 11 case. Sale & Restructuring Plan The Debtors filed for Chapter 11 to implement a planned sale of substantially all of its assets to Rangers Baseball Express LLC, whose principals include the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. The sale will include the Texas Rangers franchise and substantially all contractual rights related the operation of the Texas Rangers. The aggregate consideration paid and obligations assumed by the Purchaser at the Closing will equal more than $500 million. The sale is expected to close mid-summer. The deal is subject to approval of the Office of the Commissioner of Baseball and 75% of the Major League Baseball clubs. The Debtor also has filed a prepackaged plan, which sets forth the distribution that each class of the Debtor's creditors and equity holders is to receive on the Effective Date under the Prepackaged Plan. All TRBP's creditors will be paid in full under the Prepackaged Plan or have their claims assumed by the Purchaser under the Asset Purchase Agreement. Specifically, each holder of an (i) Allowed Priority Non-Tax Claim, (ii) Allowed First Lien Holder Claim, (iii) Allowed Second Lien Holder Claim, (iv) Allowed MLB Prepetition Claim, (v) Allowed Secured Tax Claim, (vi) Allowed Other Secured Claim, (vii) Allowed Assumed General Unsecured Claim, (viii) Allowed Non-Assumed General Unsecured Claim, (ix) Allowed Emerald Diamond Claim, (x) Allowed Overdraft Protection Agreement Claim, (xi) Allowed Intercompany Claim, and (xii) Allowed TRBP Equity Interest is unimpaired and will be paid in full. TRBP believes that because the Prepackaged Plan satisfies in full all claims against TRBP, is supported by TRBP's equity holders, and will lead to the least disruption to the Texas Rangers' business of playing baseball, the Prepackaged Plan is in the best interests of the Texas Rangers franchise and all parties in interest. A full-text copy of the Texas Ranger's Plan is available at no charge at http://bankrupt.com/misc/TEXASRANGERS_ds.pdf A full-text copy of the disclosure statement is available at no charge at http://bankrupt.com/misc/TEXASRANGERS_plan.pdf About Texas Rangers Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP serves as conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. TEXAS RANGERS: U.S. Trustee Forms 3-Member Creditors Committee -------------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Texas Rangers Baseball Partners. The Creditors Committee members are: 1. Essey Alley, president Vratsinas Construction Co. 216 Louisiana Little Rock, AR 72203 Tel: (501) 376-0017 E-mail: ealley@vccusa.com 2. Harold G. Thompson, vice president RTKL 1717 Pacific Ave. Dallas, TX 75201 Tel: (214) 468-7614 E-mail: bthompson@rtkl.com 3. Alexander Rodriguez Attn: Joseph J. Wielebinski, Esq. 3800 Lincoln Plaza 500 N. Akard St. Dallas, TX 75201 Tel: (214) 855-7561 E-mail: jwielebinski@munsch.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Texas Rangers Baseball Partners Arlington, Texas-based Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. Texas Rangers filed for Chapter 11 bankruptcy protection on May 24, 2010 (Bankr. N.D. Tex. Case No. 10-43400). Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. TIMOTHY JOHN: Files Schedules of Assets & Liabilities ----------------------------------------------------- Timothy John Heilman and Darlys Lynn Heilman have filed with the U.S. Bankruptcy Court for the District of South Dakota their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $8,655,000 B. Personal Property $3,672,413 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,158,520 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $205,046 ----------- ----------- TOTAL $12,327,413 $10,363,565 Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107). Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. TIMOTHY HEILMAN: Gets Court's Final Nod to Use Cash Collateral -------------------------------------------------------------- Timothy John Heilman and Darlys Lynn Heilman sought and obtained final authorization from the Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the District of South Dakota to use the cash collateral of Plains Commerce Bank and Metropolitan Life Insurance Company. The Debtors can use $369,900 of Metropolitan Life's cash collateral from and $369,900 of Plains Commerce Bank's cash collateral. Plains Commerce allegedly holds a pre-petition security interest in the proceeds Debtors earn from the operation of their dairy business and grain farming business. The Debtors will continue to run and operate in the ordinary course of business. Metropolitan Life allegedly holds a pre-petition security interest in the proceeds Debtors earn from the operation of their dairy business and grain farming business. The Debtors will continue to run and operate in the ordinary course of business. Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof. LLC, the attorney for the Debtors, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/TIMOTHY_JOHN_budget.pdf As adequate protection, the Debtors propose to grant Plains Commercial and Met Life a replacement lien for the time period requested herein for the use of cash collateral on all post- petition receivables to the extent such collateral is used. The Debtors grant Plains Commercial Bank and Met Life the right to inspect the collateral, upon reasonable notice, and Debtors agree to keep the collateral insured and to maintain the collateral in its present condition, ordinary wear and tear accepted. The secured creditors are also adequately protected based upon an equity cushion in all assets that they are secured by. Plains Commerce had objected to the Debtors' request to use cash collateral, specifically denying that the Debtors contacted Plains Commerce through their counsel regarding the use of cash collateral and Plains Commerce hereby didn't agree to the use of cash collateral as proposed in Debtors' request. "The projections are compounded and confusing. It is difficult to tell the timing, source of income and categories of expenses with any clarity. Debtors should be required to provide submissions that are clearer and more discernable," Plains Commerce stated. Plains Commerce also said that the Debtors' offer of adequate protection is inadequate. Metropolitan Life had also objected to the Debtors' request to use cash collateral, saying that it didn't consent to the Debtors' use of cash collateral. Metropolitan Life denied that the proposal made by the Debtors constitutes adequate protection. Plain Commerce was represented by William K. Sauck, Jr., Esq. -- bsauck@rwwsh.com -- at Richardson, Wyly, Wise, Sauck & Hieb, LLP. Metropolitan Life was represented by Roger W. Damgaard, Esq. -- Roger.Damgaard@woodsfuller.com -- at Woods, Fuller, Shultz & Smith P.C. About Timothy John Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107). Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. TIMOTHY HEILMAN: Gets Final Okay to Obtain DIP Financing -------------------------------------------------------- Timothy John Heilman and Darlys Lynn Heilman sought and obtained final authorization from the Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the District of South Dakota to obtain $194,000 in postpetition secured financing from First State Bank of Warner. The Debtors had proposed to obtain credit of approximately $825,000 as an operating line for their 2010 crop year, and to provide security for this debt. The Debtors requested preliminary authority to obtain secured credit of $631,000 on or before May 20, 2010, and final authorization to obtain secured credit of $193,000 on or before July 1, 2010, for the operation of their business. On May 19, 2010, the Debtors obtained interim authorization from Judge Nail to obtain $631,000 from the Bank. Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof. LLC, the attorney for the Debtors, explained that the Debtors need the money to put in their 2010 crop thereby maintaining the operation of their business. The Debtors proposed to borrow approximately $825,000, at 6.25% interest per annum with the funds to be repaid at the end of the crop year 2010. Security for the note will be a first lien on all crops grown, growing, or to be grown on all lands owned, operated, or rented in Edmunds County and Brown County, South Dakota, in the 2010 crop year, including proceeds covered, products covered, and including but not limited to any and all crop insurance proceeds for the 2010 year, and any and all government program proceeds or payments from the 2010 crop year. The first lien will include all products, including, but not limited to spring wheat, field corn, soybeans, sunflower seeds, winter wheat, millet, oats, alfalfa, hay, and ensilage located on any land in Edmunds County and Brown County that the Debtors are farming for the 2010 crop year. Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107). Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. TOUSA INC: Proposes Reflection Lakes Settlement ----------------------------------------------- TOUSA Homes, Inc., seeks the Court's permission to enter into a settlement agreement with ACF 10-A Simonton L.L.C.; ACF 10-A Reflection Lakes III L.L.C.; Reflection Lakes at Naples Master Association, Inc., and Reflection Lakes Homeowners Association, Inc., to resolve certain disputes among them. Reflection Lakes is a residential community consisting of certain lots located in Naples, Florida. The Reflection Lakes Community was partially developed by TOUSA Homes under a common scheme of a Declaration of Master Association Covenants and Restrictions for Reflection Lakes at Naples. In connection with the development, TOUSA Homes entered into (i) a construction agreement with Acacia Credit Fund 10-A L.L.C. to develop the Reflection Lakes Community by making certain infrastructure improvements; and (ii) an option agreement to obtain an option to purchase the Reflection Lakes Lots. Moreover, the Debtors were required, as a condition of development of the Reflection Lakes Community, to convey a property located in Hendry County, Florida, to the Reflection Lakes HOA upon completion of certain environmental remediation and conservation measures. As of June 1, 2010, the Debtors have not conveyed the Hendry County Property to the Reflection Lakes HOA. Similarly, as of June 1, 2010, ACF Reflection Lakes has not conveyed to the Debtors deeds relating to the Reflection Lakes Community. Reflection Isles is a residential community consisting of certain lots in Fort Myers, Florida. The Reflection Isles Community was partially developed by TOUSA Homes in accordance with a common scheme of a Master Declaration of Covenants and Restrictions for Reflection Isles. In relation to the development, TOUSA Homes also entered into (i) a construction agreement with Acacia Credit Fund 9-A, L.L.C., to develop the Reflection Isles Community by making certain infrastructure improvements; and (ii) an option agreement to obtain an option to purchase the Reflection Isles Lots. The Debtors exercised their options to acquire some of the Reflection Lakes Lots and Reflection Isles Lots and terminated the Option Agreements. Upon termination of the Option Agreements, Acacia 10 and Acacia 9 replaced TOUSA Homes as the developer of the Reflection Lakes Community and Reflection Isles Community. TOUSA Homes also became obligated to pay certain assessments to the Reflection Lakes HOA and the Reflections Isles HOA. The Debtors, however, failed to pay certain of the Assessments. Thus, the Homeowners Associations filed liens against certain of the lots that the Debtors purchased in the Reflection Lakes and Reflection Isles Communities. Simonton is another residential community consisting of lots located in Coconut Creek, Florida. The Simonton Community was partially developed by TOUSA Homes in accordance with that certain Declaration of Restrictive Covenants. In conjunction with the development, TOUSA Homes entered into (i) a construction agreement with Acacia 10 to develop the Simonton Community by making certain infrastructure improvements; and (ii) an option agreement to obtain an option to purchase the Simonton Lots according to a set acquisition schedule. Since TOUSA Homes did not purchase all of the Simonton Lots, the Purchased Simonton Lots are inaccessible absent an easement granting access to certain roadways owned by ACF-Simonton. As of June 1, 2010, ACF- Simonton has not granted TOUSA Homes such an easement. In January 2010, TOUSA Homes commenced an adversary proceeding against the Reflection Lakes HOA, seeking to avoid as preferential transfers for $53,289 in prepetition payments made on account of the Reflection Lakes Assessments. TOUSA Homes also made a demand on the Reflection Isles HOA, seeking the return of $74,647 in payments made in light of the Reflection Isles Assessments. Starwood Land Ventures, L.L.C., previously acquired TOUSA Homes Florida L.P., which assets include Reflection Lakes Lots 55 and 57, the Reflection Isles Lots, the Simonton Lots, and lots on which the Homeowner Associations had levied the Liens. At the hearing on the Starwood Sale, the Debtors agreed that the Liens would attach to the proceeds of the Starwood Sale pending further order or agreement among the parties. In addition, the closing of the Starwood sale as to Reflection Lakes Lots 55 and 57 is contingent on ACF Reflection Lakes' conveyance of the Reflection Lakes Deeds to the Debtors. With respect to the Reflection Lakes Deeds, TOUSA deposited $62,817 -- representing the allocated purchase price for Reflection Lakes Lots 55 and 57 -- into an escrow account on February 17, 2010. As of June 1, 2010, the Debtors have been unable to convey Reflection Lakes Lots 55 and 57 to Starwood. To resolve the disputes arising under the Declarations, the Option Agreements and Construction Agreements, the Parties entered into a settlement agreement. The salient terms of the Settlement Agreement are: (A) Reflection Lakes Community. Pursuant to the Option Agreements, TOUSA Homes has paid Acacia 10 the required purchase price for Reflection Lakes Lots 55 and 57; however, Reflection Lakes Lots 55 and 57 have not been deeded to TOUSA Homes. (1) ACF-Reflection Lakes will deliver to a Closing Agent a special warranty deed conveying to Starwood Reflection Lakes Lots 55 and 57 subject to reservations for a 10-foot public utility easement and a 15-foot drainage easement in the locations contemplated as reflected on the "ALTA" surveys for Reflection Lakes Lots 55 and 57. (2) TOUSA Homes or Starwood will be responsible for all transfer taxes payable and any recording or other costs incurred to complete the conveyance of the Reflection Lakes Lots 55 and 57. ACF Reflection Lakes will have no obligation to provide any title insurance in connection with that conveyance. For purposes of determining the amount of documentary stamp tax to be paid on the Reflection Lakes Deeds, the parties agree that the collective value of Reflection Lakes Lots 55 and 57 is $62,817. TOUSA Homes will pay the recording costs for the Reflection Lakes Deeds. (3) TOUSA Homes will pay $1,042,287 to the Reflection Lakes HOA on account of past due assessments and other owed charges, and will pay $17,500 to the Reflection Lakes HOA on account of TOUSA Homes' share mitigation and other costs and expenses expended or to be expended by the Reflection Lakes HOA to satisfy all governmental permitting requirements pertaining to the on-site and off-site conservation areas for the Reflection Lakes Community. (B) Hendry County Property. TOUSA Homes will convey the Hendry County Property to the Reflection Lakes HOA via special warranty deed. (1) For purposes of determining the documentary stamp tax to be paid on the Hendry County Deed and the amount of the title insurance policy to be issued with respect to the Hendry County Property, the parties agree that the value of the Hendry County Property is $50,000. (2) TOUSA Homes will deliver to the Reflection Lakes HOA an owner's title insurance policy with respect to the Hendry County Property, issued by Universal Land Title, LLC, as agent for Fidelity National Title Insurance Company. (3) The Reflection Lakes HOA will pay for the recording of the Hendry County Deed. TOUSA Homes will pay for any transfer taxes in connection with the Hendry County Deed. (4) TOUSA Homes will deliver to Reflection Lakes HOA the Hendry County Property, free and clear of liens and encumbrance. (C) Reflection Isles Community. TOUSA, Inc. will pay $597,184 to the Reflection Isles HOA on account of past due assessments and other owed charges, and will pay $23,000 to Reflection Isles HOA on account of TOUSA Homes' share mitigation and other costs and expenses expended or anticipated to be expended by Reflection Isles HOA to satisfy all governmental permitting requirements pertaining to the on-site and offsite conservation areas for the Reflection Lakes Community. (D) The Simonton Community. ACF-Simonton will deliver to Starwood an easement over the roadways within the balance of the Simonton Community for the benefit of the Purchased Simonton Lots. TOUSA Homes will pay the recording costs related to the Simonton Access Easement. (E) The Association's Releases. At Closing, the Associations will deliver to TOUSA Homes releases of the Liens and will release TOUSA Homes from any obligations pertaining to the Assessments through February 17, 2010. (F) TOUSA Homes' Release. At Closing, TOUSA Homes will deliver a release to the Homeowner Associations of the Preference Claims and the Reflection Isles Preference Demand. (G) Withdrawal of Administrative Claims. The Homeowners Associations will withdraw with prejudice their prior applications for allowance of the Administrative Claims. (H) Dismissal of Adversary Proceeding. TOUSA Homes will file with the Court a notice of voluntary dismissal of the Reflection Lakes Adversary Proceeding with prejudice. Representing the Debtors, Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, notes that the Settlement Agreement provides for the much needed finality with respect to the sale of TOUSA's Florida Assets to Starwood. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TOUSA INC: Proposes to Terminate 401(k) Pension Plan ---------------------------------------------------- TOUSA, Inc., and its debtor affiliates maintain a retirement savings plan under Section 401(k) of the Internal Revenue Code for the benefit of eligible associates. The Debtors' 401(k) Plan is administered through Fidelity Management Trust Company. Subject to certain exclusions for temporary workers and highly compensated executives, associates who have completed 90 days of employment were eligible to participate in the TOUSA 401(k) Plan. The 401(k) Plan allows for automatic pre-tax salary deductions of eligible compensation up to the limits set by the Internal Revenue Code. The Debtors note that consistent with their wind-down business plan and shift in focus away from build-to-order sales and construction costs, they have made significant reductions in their workforce in the last two years. The Debtors currently employ 29 employees, down by more than 1,000 associates at the time of their bankruptcy filing. Against this backdrop, the Debtors believe it is appropriate to terminate their 401(k) Plan without delay and distribute the vested account balances to the Plan Participants. By this motion, the Debtors seek the U.S. Bankruptcy Court for the Southern District of Florida's permission to: (i) terminate their 401(k) Plan as of June 30, 2010; and (ii) enter into a related services agreement with Millennium Trust Company. Article 16 of the 401(k) Plan provides that the Debtors may terminate the 401(k) Plan upon written notice delivered to a plan trustee. "Because the Debtors continue to incur significant costs related to maintenance of the 401(k) Plan notwithstanding the significant reduction in the Debtors' workforce, the Debtors seek to eliminate any further burden and continuing cost," Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, points out. The Debtors' prompt termination of the 401(k) Plan, Mr. Singerman avers, will benefit both current and former employees by helping to ensure a smooth transition of employee funds as the Debtors' management will serve as a liaison between current and former employees and Fidelity Management before completion of the Debtors' wind-down. Mr. Singerman also discloses that the Debtors have sought advice concerning labor and employment regulations from Greenberg Traurig, P.A. and the firm will continue to provide labor and employment advice to assist the Debtors in the matter. In addition, the Debtors, with the Court's approval, enlarged the scope of Ernst & Young LLP's retention for the purpose of performing audit services with terminating the 401(k) Plan, he says. As an additional step in the termination process, the Debtors assure the Court that they will use their best efforts to contact all former and current employees with an interest in the 401(k) Plan in an effort to inform the Plan Participants of the need to transfer their funds. Consistent with applicable regulations, the Debtors also intend to provide all Plan Participants with a notice of termination. Mr. Singerman admits that the strict regulations associated with terminating the 401(k) Plan and the need to roll over funds for Missing Participants have presented challenges for the Debtors in executing their termination plans. To that end, the Debtors reviewed various possibilities and potential service providers and ultimately entered into a Services Agreement with Millennium Trust. Under the Services Agreement, Millennium Trust will roll over 401(k) funds of certain employees with unknown whereabouts and convert those funds into individual retirement arrangements for the Missing Participants. The Services Agreement will ensure the proper distribution of funds of the Missing Participants at a prudent level cost, according to Mr. Singerman. Moreover, under the Services Agreement, the fees for Millennium's services are a $25 account initiation fee to open each of the IRA Accounts and a $35 annual maintenance fee for each IRA Account. In general, the fees will be charged against the applicable IRA Accounts. The Debtors thus seek Court authority to determine in their sole discretion to pay a portion of those fees. The number of IRA Accounts cannot be determined until the Debtors send notices of termination and discover the number of the Missing Participants, according to Mr. Singerman. A full-text copy of the TOUSA-Millennium Services Agreement is available for free at: http://bankrupt.com/misc/TOUSA_ServicesAgreement.pdf Judge John K. Olson will convene a hearing to consider the Pension Plan Termination Motion on June 16, 2010. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TOUSA INC: Wants to Extend Incentive Plan for Remaining Staff ------------------------------------------------------------- The Bankruptcy Court previously authorized Tousa Inc. to implement an Associate Incentive Plan and a Senior Management Incentive Plan for the period from April 1, 2009, through March 31, 2010. The Associate Incentive Plan contemplates payments to employees, aggregating $1.7 million. The Senior Management Incentive Plan aims to incentivize the members of the Debtors' senior management that is critical to the Debtors' businesses. In light of their revised business plan, the Debtors terminated 537 employees in 2009. They expect to reduce their workforce systematically in the coming months as certain monetization activities are completed. In light of the workforce reduction and consolidation of operations, the Debtors currently hire 29 employees and Tommy McAden, the Debtors' executive vice president and chief financial officer, as the lone remaining member of the Debtors' senior management team. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, notes that the remaining employees and Mr. McAden will be critical to the ongoing functionality of the Debtors' business and the consummation of the Debtors' revised business plan. He emphasizes that the Debtors' ability to exit the markets in which they operate in a value-enhanced manner is dependent on the continued dedication of the Employees. The Employees, he says, possess the knowledge, experience and skill necessary to support the Debtors' remaining projects and operations through the remaining phases of the asset monetization process. Recognizing the need to retain the Employees and to motivate them to conduct the asset monetization process in a manner that will maximize value for the stakeholders, the Debtors developed an Extended Incentive Plan. By this motion, the Debtors ask Judge Olson to approve the Extended Incentive Plan, which is proposed to be effective nunc pro tunc to April 1, 2010 to March 31, 2011. Extended Incentive Plan Under the Extended Incentive Plan, the Debtors expect to make payments totaling $1.7 million to the Employees. The key terms of the Extended Incentive Plan are: (1) Payments are based on the Employees' level within the organization and length of service. Target incentive payments generally range from 10% to 50% of base pay. Payments will be made if the Employees meet designated targets established during two six-month review periods from April 1, 2010 through September 30, 2010, and from October 1, 2010 through March 31, 2011. (2) The Extended Incentive Plan is comprised of two components: (a) The first component compares actual operating cash flows with projected net operating cash flows in the Debtors' revised business plan; and (b) The second component consists of the evaluation of an Employee's individual performance in completing a variety of administrative tasks critical to the winding-down of the Debtors' operations and ultimate liquidation of the Debtors' various assets and holdings. (3) Under the First Plan Component, if the Employees achieve 115% or more of the Cash Flow Target, they will receive their full targeted incentive payment. If the Employees do not fully achieve 115% or more of the Cash Flow Target, the First Plan Component Incentive Payment will be calculated based on these performance measures: -- If the Employees achieve between 100% to 114% of the Cash Flow Target during a six-month review period, the Employees will receive 90% of the First Plan Component Incentive Payment; -- If the Employees achieve between 90% to 99% of the Cash Flow Target during a six-month review period, the Employees will receive 75% of the First Plan Component Incentive Payment; -- If the Employees achieve between 75% to 89% of the Cash Flow Target during a six-month review period, the Employees will be receive 50% of the First Plan Component Incentive Payment; and -- If the Employees achieve less than 75% of the Cash Flow Target during a six-month review period, the Employees will not be eligible to receive the First Plan Component Incentive Payment. (4) Upon completion of both six-month review periods, the Employees may aggregate actual results to determine whether they are eligible to receive a supplemental First Plan Component Incentive Payment. (5) The Second Plan Component refers to the winding-down operations and liquidating the Debtors' remaining assets, including: * Sale of the Debtors' land and real property holdings in Arizona, Nevada and California; * Managing and resolving ongoing litigation; * Office closures and the return of any equipment remaining; * Managing IT services agreements, systems maintenance and data storage; * Chapter 11 reporting; * Claims reconciliation; * Accounts payable processing and treasury functions to manage cash on hand; and * Collection of Metropolitan Utility District or "MUD" receivables. (6) John R. Boken, the Debtors' chief executive officer, will evaluate the Employees' performance with respect to those tasks and processes related to the winding-down and liquidation workstreams, and will award any compensation under the Second Plan Component at his discretion. (7) Employees terminated involuntarily without cause part-way through a six-month period will receive an Incentive Payment calculated on a prorata basis up to the day of termination and paid within 30 days after the end of the six-month period. (8) The Extended Incentive Plan provides for the creation of a $150,000 discretionary award pool to be paid to certain Employees in this manner: Individual Base Salary Award Cap ---------------------- --------- Equal to or greater than $190,000 $25,000 Between $100,000 and $189,000 $10,000 Less than $100,000 $5,000 Allocation of the Discretionary Award Pool will be distributed at the discretion of Mr. Boken and the Official Committee of Unsecured Creditors. The Debtors' First and Second lien Lenders will have 10 days to review and approve any distributions from the Discretionary Award Pool made to individuals earning more than $190,000 in base salary. (9) Mr. McAden will be eligible to receive all benefits under the Extended Incentive Plan except that with respect to calculating total compensation under the Extended Incentive Plan, the First Plan Component will be weighted 90% and the Second Plan Component will be weighted 10%. (10) Under the Original Associate Incentive Plan, the Debtors have held back 50% of eligible employees' incentive payments. The Debtors estimate that about $875,000 remains outstanding on account of the Hold-Back. The Extended Incentive Plan contemplates that 50% of the Hold- Back will be paid to Employees upon approval of the Extended Incentive Plan, with the remaining 50% of the Hold-Back paid upon termination of employment or completion of the Debtors' wind-down. The Extended Incentive Plan also contemplates that certain severance benefits will remain in place under the Debtors' existing policy. The Debtors estimate that severance payments will total about $500,000 during the Incentive Plan Period. In addition, the Debtors will reimburse the Employees for health insurance premiums for an additional two months beyond an Employee's termination date, up to a maximum of $800 per month for individuals, $1,400 for individuals and children or a spouse and $2,000 for family coverage. The Debtors estimate that those premium payments will total about $400,000. All Employees will receive accrued vacation pay, as required by state law, which the Debtors estimate at $300,000. Mr. Singerman assures the Court that the costs associated with the Extended Incentive Plan are more than justified by the benefits expected to be realized. Absent the Employees' accomplishment of the principal goals of the asset monetization process, the Debtors would likely face a disorderly liquidation or "fire scale" of their remaining assets, resulting in a loss of return to creditors much greater than the amount allocated as incentive payments to the Employees, he emphasizes. Mr. Singerman also clarifies that the Extended Incentive Plan does not provide any payments prohibited by Section 503(c) of the Bankruptcy Code. Section 503(c)(1) restricts retention payments to insiders and Section 503(c)(2) restricts severance payments to insiders. Instead, the Extended Incentive Plan rewards the Employees for performance tied directly to critical goals for the purpose of creating value for the creditors and do not involve the hallmark of a "retention" program, which is compensation for mere continued employment, he stresses. In a related request, the Debtors ask Judge Olson to (i) shorten the notice required with respect to the Incentive Plan Motion from 15 days to 12 days; and (ii) set the Incentive Plan Motion for hearing on June 16, 2010. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TP INC: Has Until June 29 to Propose Chapter 11 Plan ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina extended until June 29, 2010, TP, Inc.'s exclusive period to file its Chapter 11 Plan and Disclosure Statement. Boone, North Carolina-based TP, Inc., filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. TRIBUNE CO: CNLBC Claims Bar Date Set for July 26 ------------------------------------------------- The U.S. Bankruptcy Court established July 26, 2010, at 4:00 p.m. as the deadline in filing proofs of claim against Debtor Tribune CNLBC, LLC. Prior to the entry of the Court's order, the Debtors certified to the Court that no objection was filed as to the request. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: To Present Plan for Confirmation on August 16 --------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware signed an order approving the Disclosure Statement explaining the Joint Plan of Reorganization filed by Tribune Company and its debtor affiliates after finding that the document has "adequate information" within the meaning of Section 1125 of the Bankruptcy Code. The Plan is centered on a settlement agreement supported by major creditors led by JPMorgan Chase Bank, N.A., and Angelo Gordon & Co LP, lenders under the company's prepetition senior credit facility; Centerbridge Partners, holder of approximately 37% of the company's outstanding prepetition senior notes; and the Official Committee of Unsecured Creditors. The settlement proposes to resolve all potential claims arising from the company's going-private transactions in 2007 in exchange for the lenders forgiving part of the $8.7 billion debt Samuel Zell used in the publishing company's leveraged buy-out. At a hearing held June 4, Judge Carey directed the Debtors to submit a revised proposed order to reflect requested changes in the Disclosure Statement and Plan resolving objections raised during the course of the Plan confirmation period. The Debtors, heeding the Court's directive, filed the revised proposed order and a further revised Disclosure Statement and Plan. The revised Plan documents include these provisions, among others: -- A mention of the annual management incentive plan in 2010. The Debtors have kept secret the names and amounts top executives will be paid, assuming they exit Chapter 11 on schedule and hit their targets, Dow Jones reported. However, some of the company's top lenders said certain Tribune executives will be paid up to $111.8 million in 2010 if certain benchmarks are reached, the report added. -- Actions for avoidance, setoff, or subordination and assertion of other defenses will be brought by adversary proceeding or claim objection as appropriate under the Bankruptcy Rules. The Bridge Loan Claims will not be treated as Allowed Claims until actions for avoidance, setoff or subordination, and other defenses to those Claims are resolved by final order, which is likely to be substantially after the Effective Date of the Plan. -- The Plan provides that it will become effective, without re-solicitation, in the event that the Bankruptcy Court determines that an alternative treatment of the Bridge Loan Claims is appropriate provided the conditions to the Effective Date of the Plan are met or waived. The Debtors maintain that they cannot predict what other cram down treatment the Bankruptcy Court may find is appropriate, and Bridge Loan Holders should take into account of this risk in determining how to vote and what Plan treatment to elect. -- The Debtors will take into account the claims of the Senior Lenders in the full amount allowed pursuant to the Plan in calculating the Bridge Lenders' pro rata share of Tribune's distributable value. -- The Bridge Loan Agent agreed to prepare and provide to counsel to the Debtors an electronic file containing the names, addresses, and principal amounts of the advances owing to each holder of a Bridge Loan Claim as of May 17, 2010. Information provided by the Bridge Loan Agent will be maintained as confidential by the Debtors; provided, however, that nothing will be deemed to restrict the Debtors from using that information for the purpose of soliciting votes in connection with the Plan or filing an affidavit of service respecting the solicitation of votes to accept or reject the Plan. -- The Debtors also propose to take into account the Allowed Claims of the Holders of PHONES Notes in calculating the allocation of Tribune's distributable value to the extent the Bridge Loan Claims, if Allowed, and the other senior debt Allowed Claims would receive a benefit on account of any PHONES subordination. -- The Debtors propose to take into account Intercompany Claims against Tribune in determining Tribune's distributable value. The manner in which Intercompany Claims are to be taken into account, including what amounts to attribute to settlement and resolution and any discounting of those Intercompany Claims against Tribune in determining Tribune's distributable value, is subject to Bankruptcy Court approval in connection with Plan confirmation. -- The estimated Distributable Value attributable to Tribune of $537 million is net of approximately $333 million to be allocated to Tribune's direct and indirect subsidiaries, based upon an estimated resolution of Intercompany Claims. A blacklined copy of the June 4 Disclosure Statement is available for free at http://bankrupt.com/misc/Tribune_DSblackJune4.pdf Accompanying the Revised Disclosure Statement are these exhibits: (a) Amended Plan of Reorganization http://bankrupt.com/misc/Tribune_June4AmendedPlan.pdf (b) Settlement Term Sheet http://bankrupt.com/misc/Tribune_SettlementTerm.pdf (c) Corporate Organizational Chart http://bankrupt.com/misc/Tribune_OrgChart.pdf (d) Tender Offer http://bankrupt.com/misc/Tribune_TenderOffer.pdf (e) Collective Bargaining Agreements http://bankrupt.com/misc/Tribune_CBA.pdf (f) Financial Projections http://bankrupt.com/misc/Tribune_FinProjections.pdf (g) Liquidation Analysis http://bankrupt.com/misc/Tribune_LiquidAnalysis.pdf (h) Selected Historical Financial Information http://bankrupt.com/misc/Tribune_FinInformation.pdf Retiree Claimant Settlement Agreement The Debtors delivered to the Court a Retiree Claimant Settlement Agreement, a full-text copy of which is available for free at http://bankrupt.com/misc/Tribune_RetireeSettlement.pdf LBO-Related Claims & Global Settlement The Debtors also delivered to the Court a revised compendium of submissions by certain creditors or creditor representatives respecting the LBO-Related Causes of Action and the Global Settlement, which contains the submissions of: (i) the "Settlement Supporters," which includes certain Senior Lenders, Senior Notes holder Centerbridge Partners, L.P. and Successor Senior Notes Indenture Trustee Law Debenture Trust Company of New York; (ii) Wilmington Trust Company, as Successor Indenture Trustee for the PHONES; (iii) the "Credit Agreement Lenders" who are certain holders of Credit Agreement Claims; and (iv) Wells Fargo Bank, N.A., as Successor Administrative Agent under the Bridge Loan Agreement. A full-text copy of the Revised Submissions is available for free at http://bankrupt.com/misc/Tribune_RevisedSubmissions.pdf A further revised compendium of Submissions by certain creditors was delivered to the Court on June 6, 2010, a full-text copy of which is available for free at: http://bankrupt.com/misc/Tribune_June6Submission.pdf A full-text copy of the Revised Plan Support Letter of the Committee is available for free at: http://bankrupt.com/misc/Tribune_CommitteePlanSupport.pdf Wells Fargo's Response Wells Fargo Bank, N.A., as successor administrative agent and not in its individual capacity under a $1.6 billion Senior Unsecured Interim Loan Agreement, dated as of December 20, 2007, contended that the additional amendments to the Current Plan and Disclosure Statement do little to address its pending objections. "What should be simple remains complicated, what should be made clear remains enshrouded in excess verbiage or is missing altogether; and, most importantly, bare essentials continue to be missing," complained Eric M. Sutty, Esq., at Fox Rothschild LLP, in Wilmington, Delaware. Mr. Sutty asserted that the Debtors' proposed modifications to the Disclosure Statement regarding the Cram Down Treatment completely ignores Wells Fargo's principal objection -- the mere recitation in the Current Plan that the treatment of the Bridge Lenders' Claims may be whatever satisfies Section 1129(b) of the Bankruptcy Code is not a sufficiently specific treatment to permit the Bridge Lenders to properly exercise their voting rights. According to Mr. Sutty, the Bridge Lenders still have no idea what they will receive if they vote against the Current Plan. Wells Fargo averred that the Debtors continue to ignore its argument that additional clarification and disclosure is required regarding the impact of the Current Plan on the Bridge Lenders' rights and remedies against various non-Debtor third parties. Debtors Can Now Proceed to Solicitation The Disclosure Statement Order, signed June 7, 2010, gives the Debtors authority to send out solicitation packages to holders of claims in these voting classes: -- 1C Senior Loan Claims -- 1D Bridge Loan Claims -- 1E Senior Noteholder Claims -- 1F Other Parent Claims -- 50C to 111C Senior Loan Guaranty Claims against Filed Subsidiary Debtors -- 2E to 111E General Unsecured Claims against Filed Subsidiary Debtors Holders of impaired classes of claims have until July 30 to submit their ballots. May 17 was the record date for the purposes of determining (i) the holders of claims that are entitled to vote on the Plan, and (ii) the holders of Claims and Interests that are entitled to receive Solicitation Packages or Non-Voting Packages. The Court will convene a hearing on July 14 to consider any and all motions under Rule 3018 of the Federal Rules of Bankruptcy Procedure. Epiq Bankruptcy Solutions, LLC, is required to file the results of its tabulation of votes in the solicitation of the Plan no later than August 6. August 16 Confirmation Hearing Confirmation hearing will be held on August 16. Objections to confirmation of the Plan must be received on or before July 30. A full-text copy of the Disclosure Statement Order is available for free at http://bankrupt.com/misc/Tribune_DSOrder.pdf 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) UAL CORP: United Reports May 2010 Operational Performance --------------------------------------------------------- UAL Corp.'s United Airlines on Monday reported its preliminary consolidated traffic results for May 2010. Total consolidated revenue passenger miles (RPMs) increased in May by 7.5% on an increase of 3.3% in available seat miles (ASMs) compared with the same period in 2009. This resulted in a reported May consolidated passenger load factor of 83.3%, an increase of 3.3 points compared to 2009. For May 2010, consolidated passenger revenue per available seat mile (PRASM) is estimated to have increased 25.5% to 26.5% year over year. Consolidated PRASM is estimated to have increased 3.2% to 4.2% for May 2010 compared to May 2008, 2.2 percentage points of which were due to growth in ancillary revenues. United reported a U.S. Department of Transportation on-time arrival rate of 84.8% in May. Average May 2010 mainline fuel price, including gains or losses on settled fuel hedges and excluding non-cash, mark-to-market fuel hedge gains and losses, is estimated to be $2.45 per gallon. Including non-cash, mark-to-market fuel hedge gains and losses, the estimated fuel price is $2.91 per gallon for the month. A full-text copy of the May traffic report is available at no charge at http://ResearchArchives.com/t/s?6483 Pending Merger Deal As reported by the Troubled Company Reporter on May 4, 2010, Continental Airlines and UAL Corporation's United Airlines announced a definitive merger agreement, creating the world's biggest airline. The deal is an all-stock merger of equals. Continental shareholders will receive 1.05 shares of United common stock for each Continental common share they own. The acquisition is valued at $3.17 billion, based on the April 30, 2010 closing price, according to The New York Times. The merger is expected to be completed before the end of 2010. United shareholders would own approximately 55% of the equity of the combined company and Continental shareholders would own approximately 45%, including in-the-money convertible securities on an as-converted basis. About Continental Airlines Houston, Texas-based Continental Airlines (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,700 daily departures throughout the Americas, Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member of Star Alliance, which overall offers more than 21,050 daily flights to 1,167 airports in 181 countries through its 27 member airlines. With more than 40,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries approximately 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on May 5, 2010, Fitch Ratings has affirmed the Issuer Default Rating for Continental Airlines, Inc., at 'B-' and the senior unsecured rating at 'CC/RR6' following the announcement of the planned merger between CAL and UAL Corp. The Rating Outlook for CAL is Stable. The TCR on May 5, 2010, also said Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Continental Airlines, and S&P's ratings on its secured and unsecured debt, on CreditWatch with negative implications. S&P also placed its ratings on Continental's enhanced equipment trust certificates on CreditWatch with developing implications. Although S&P's recovery ratings on selected Continental unsecured debt are unaffected by the rating action, S&P will review them as well. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. US AIRWAYS: Appeals Court Rules in Favor of Pilots -------------------------------------------------- The Ninth U.S. Circuit Court of Appeals reversed the decision of a lower federal court that had found the US Airline Pilots Association (USAPA) liable in a Duty of Fair Representation lawsuit. This decision allows USAPA, which represents all US Airways pilots, to freely bargain for the terms of its seniority integration. The U.S. District Court in Arizona had issued an injunction that required USAPA to bargain for seniority integration terms based on a previous union's bargaining proposal. The proposal, known commonly as the "Nicolau award," resulted from an arbitration conducted by the Air Line Pilots Association (ALPA), then the US Airways pilots' bargaining agent. In September 2008, a group of six former America West pilots brought suit against USAPA claiming that USAPA's failure to implement the Nicolau award violated its duty of fair representation. The lawsuit, Addington v. US Airline Pilots Association, was accompanied by another lawsuit brought in state court that has since been dismissed. In the ruling, a panel of the Ninth Circuit held by a majority that the Addington lawsuit was not legally ripe and therefore that the lower court lacked jurisdiction. The majority decision stated that, ". . . the conclusion that Plaintiffs' claim is not ripe is consistent with our DFR decisions, which have found DFR violations based on contract negotiation only after a contract has been agreed upon." USAPA President Mike Cleary stated, "We are extremely gratified by a resolution of this case, and we now look forward to our pilot group coming together to work towards an improved, industry- standard contract for all US Airways pilots." As a result of the ruling, U.S. District Judge Neil Wake is ordered to dismiss the action against USAPA. This also means that the injunction and remaining damages phase of the case are now moot and USAPA can begin the collective bargaining process on behalf of all US Airways pilots. ABOUT USAPA Headquartered in Charlotte, N.C., the US Airline Pilots Association (USAPA) represents the 5,200 mainline pilots who fly for US Airways. USAPA's mission is to ensure safe flights for airline passengers by guaranteeing that their lives are in the hands of only the most qualified, competent and well-equipped pilots. USAPA will fight against any practices that may jeopardize its pilots' training, equipment, workplace environment, compensation or work/life balance, or that compromise its pilots' ability to execute the optimal flight. Visit the USAPA Web site at www.USAirlinePilots.org. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As of December 31, 2009, US Airways had total assets of $7,454,000,000, including $2,331,000,000 in total current assets, against total current liabilities of $2,789,000,000 and total noncurrent liabilities and deferred credits of $5,020,000,000, resulting in $355,000,000 stockholders' deficit. US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Live Webcast of Annual Shareholders Meet Today ---------------------------------------------------------- US Airways (NYSE: LCC) will conduct a live audio webcast of its annual meeting of shareholders on Thursday, June 10, at 9:30 a.m. ET. The webcast will be available to the public on a listen-only basis at www.usairways.com under the Company Info >> Investor Relations tab. An archive of the webcast will be available in the Investor Relations portion of the Web site through July 10. Listeners to the webcast will need a current version of Windows MediaPlayer or RealPlayer software and at least a 28.8 kbps connection to the Internet. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As of December 31, 2009, US Airways had total assets of $7,454,000,000, including $2,331,000,000 in total current assets, against total current liabilities of $2,789,000,000 and total noncurrent liabilities and deferred credits of $5,020,000,000, resulting in $355,000,000 stockholders' deficit. US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Seeks Dismissal of Holcombe's Remand Claims ------------------------------------------------------- Reorganized US Airways Inc. and its units ask the U.S. Bankruptcy Court for the Eastern District of Virginia to dismiss any claims asserted by Fougere Holcombe as a result of the remand on her appeal from the Fourth Circuit. Ms. Holcombe filed Claim No. 3018 in the Reorganized Debtors' second bankruptcy case for $60,475,000. As the result of a compromise, the Reorganized Debtors reserved $2.3 million solely for the purpose of establishing a distribution reserve of stock for disputed claims in accordance with the terms of the Plan and the Court's December 20, 2005 order establishing distribution reserves. The Reorganized Debtors objected to Claim No. 3018 and filed a motion for summary judgment seeking the disallowance of the Claim. On April 2, 2007, the Bankruptcy Court entered an order disallowing Claim No. 3018. Ms. Holcombe appealed to the U.S. District Court for the Eastern District of Virginia, which entered an order dated November 16, 2007 affirming the Bankruptcy Court's decision. Ms. Holcombe did not seek or obtain a stay pending appeal in the Bankruptcy Court, nor did she seek or obtain a stay pending appeal in the District Court. Ms. Holcombe then appealed to the Fourth Circuit, which entered an unpublished opinion and order on March 5, 2010, affirming in part, reversing in part and remanding, and which finally took effect on May 6, 2010. Holcombe did not seek or obtain a stay pending appeal in the Fourth Circuit. The District Court scheduled a status hearing on the matter for May 28, 2010. At the Status Hearing, the District Court remanded the matter back to the Bankruptcy Court. Douglas M. Foley, Esq., at McGuirewoods LLP, in Richmond Virginia -- dfoley@mcguirewoods.com, relates that during the course of the appeal process, Ms. Holcombe filed a complaint in the U.S. District Court for the Eastern District of New York against the Reorganized Debtors making substantially the same allegations as those made in the Bankruptcy Court and the Fourth Circuit, which also names her union as a defendant and alleges it engaged in discrimination and retaliation against her. According to Mr. Foley, Ms. Holcombe also reopened a previously stayed case in the U.S. District Court for the Eastern District of New York regarding substantially the same allegations, which also includes her union as a defendant and alleges it engaged in discrimination and retaliation against her. Since many of the issues overlap or may involve res judicata/collateral estoppel, the EDNY Cases are being held in abeyance pending resolution of the matter in the Bankruptcy Court, Mr. Foley notes. Also during the course of the appeal process, Ms. Holcombe's union arbitrated several grievances on her behalf based on substantially the same allegations. The System Board's opinion denying her grievances and finding that US Airways did not discriminate against Ms. Holcombe was previously attached to the Reorganized Debtors' Status Report. Mr. Foley asserts that no additional proceedings on Remand are necessary because the issue of whether Ms. Holcombe has a prepetition claim is now constitutionally or equitably moot and should be dismissed. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As of December 31, 2009, US Airways had total assets of $7,454,000,000, including $2,331,000,000 in total current assets, against total current liabilities of $2,789,000,000 and total noncurrent liabilities and deferred credits of $5,020,000,000, resulting in $355,000,000 stockholders' deficit. US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. USEC INC: Noble Group Acquires 5.13% Equity Stake ------------------------------------------------- Hamilton, Bermuda-based Noble Group Limited disclosed that as of June 2, 2010, it may be deemed to beneficially own 5,848,940 shares, representing roughly 5.13% of the outstanding Shares of USEC Inc. The purchase price for the 5,848,940 Shares acquired by Noble Group was $30,194,176.53. The acquisition of the Shares was financed out of internal funds or the working capital of Noble Group. Noble Group is an integrated global commodities supply chain manager, managing the global supply chain of agricultural, industrial and energy products. Noble Group operates a diversified portfolio of raw materials from over 80 offices in more than 40 countries, originating products from low cost producing countries and delivering to high growth demand markets - its "pipeline" strategy. Noble Group said its decision to acquire the Shares was driven by its strong belief that there will be a significant and growing need for the products and services USEC provides in the markets where Noble Group has a strong position. Noble Group desires to work with the Company to better position the Company in international markets where Noble Group has unique expertise. Noble Group believes that such cooperation would be mutually beneficial to the Company and Noble Group, and would also serve well global environmental concerns, coupled with the strategic and economic interests of the United States and the global community of nations that have a collective interest in the safe production and use of nuclear fuel. About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- a global energy company, is a supplier of enriched uranium fuel for commercial nuclear power plants. The Company's balance sheet at March 31, 2010, showed $3.4 billion in total assets, $1.0 billion in total current liabilities, $575.0 million in long term debt, and $556.1 million other long- term liabilities, for a stockholder's equity of $1.2 billion. * * * According to the Troubled Company Reporter on Dec. 30, 2009, USEC Inc. has a revolving credit that matures in August and a corporate rating from Standard & Poor's that recently declined one click to CCC+, matching the action taken on Dec. 18 by Moody's Investors Service. The Troubled Company Reporter on May 28, 2010, reported that Standard & Poor's Ratings Services said that its rating and outlook on USEC Inc. (CCC+/Developing/--) are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co., have signed a definitive investment agreement for $200 million with USEC. VERENIUM CORPORATION: Gerald Haines to Resign as Exec. Vice Pres. ----------------------------------------------------------------- Gerald M. Haines II, the Executive Vice President and Chief Legal Officer of Verenium Corporation, gave notice of his decision to leave the Company to pursue another opportunity. Under the terms of an agreement dated June 2, 2010, with Mr. Haines, his employment resignation date will be June 30, 2010, and he will continue to support the Company on an as-needed basis until such date. He will continue to be paid his current base salary until such date, after which he will continue to be available on a limited basis as requested by the Company until December 31, 2010. The agreement provides that following Mr. Haines' employment resignation date, subject to certain conditions, the Company will pay Mr. Haines a bonus for 2009 in the amount of $108,500. He is eligible to receive up to $232,500 of additional compensation based on being available to the Company on a limited basis through December 31, 2010, as well as the achievement of predetermined corporate goals per the approval of the board of directors. Going Concern Doubt As reported in the Troubled Company Reporter on March 19, 2010, Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring operating losses and accumulated deficit of $630.0 million at December 31, 2009. The Company has incurred a net loss of $12.0 million for the three months ended March 31, 2010, and has an accumulated deficit of $637.9 million as of March 31, 2010. Based on the Company's current operating plan, its existing working capital will not be sufficient to meet the cash requirements to fund the Company's planned operating expenses, capital expenditures, required and potential payments under the 2007 Notes, the 2008 Notes, and the 2009 Notes, and working capital requirements through December 31, 2010, without additional sources of cash and/or the deferral, reduction or elimination of significant planned expenditures. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet as of March 31, 2010, showed $149.4 million in assets, $135.9 million of liabilities, and $13.5 million of stockholders' equity. About Verenium Corporation Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) -- http://www.verenium.com/-- operates in two business segments, biofuels and specialty enzymes. The Company's biofuels business segment operates through its wholly-owned subsidiary, Verenium Biofuels Corporation, and is focused on developing unique technical and operational capabilities designed to enable the production and commercialization of biofuels, in particular ethanol produced from cellulosic biomass. The Company's specialty enzymes segment develops high-performance enzymes for use within the alternative fuels, specialty industrial processes, and animal nutrition and health markets to enable higher throughput, lower costs, and improved environmental outcomes. VINCENT COLBERT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Vincent Colbert Margaret Theresa Adams-Colbert aka Theresa Adams Colbert Terri Adams Colbert Terri Colbert 21248 Rosetta Place Ashburn, VA 20147 Bankruptcy Case No.: 10-14691 Chapter 11 Petition Date: June 4, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: James Tse Chung Tsai, Esq. Pesner Kawamoto & Conway PLC 7926 Jones Branch Drive, Suite 930 McLean, VA 22102 Tel: (703) 506-9440 Fax: (703) 506-0929 E-mail: jtsai@pkc-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-14691.pdf The petition was signed by the Joint Debtors. WASHINGTON MUTUAL: FDIC Opposes Equity Panel's Rule 2004 Exam ------------------------------------------------------------- The Federal Deposit Insurance Corporation, as receiver for Washington Mutual Bank, complains that the Official Committee of Equity Security Holders' discovery request is an improper use of Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Official Committee of Equity Security Holders for Washington Mutual seeks authority from Judge Walrath to conduct document and deposition discovery of the FDIC, in both its corporate and receiver capacities, and nine third parties -- Goldman Sachs, Banco Santander, Office of Thrift Supervision, the Securities and Exchange Commission, the Federal Reserve, Henry Paulson, the Department of Treasury, Standard & Poor's, and Moody's -- pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The FDIC contends that the Equity Committee seems to be seeking irrelevant material from third parties without showing the necessity for it or considering the availability of relevant information from other less burdensome sources. "It is not appropriate for the Equity Committee to embark on this 'investigation' at the expense of third parties in complete disregard of the prior proceedings and extensive negotiations between the parties," James N. Luton, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, the FDIC's counsel, argues. The FDIC insists that the information the Equity Committee seeks is readily available via alternative sources like the Debtors. Any legitimate discovery the Equity Committee requires could be obtained more efficiently through the Debtors' confirmation- related Scheduling and Procedures Motion, Mr. Luton says. Rather, the FDIC counters, an appropriate inquiry by the Equity Committee is whether the Debtors properly exercised their business judgment in determining whether to enter into the Global Settlement Agreement embodied in the Chapter 11 Plan. Mr. Luton also notes that the Equity Committee's Rule 2004 Motion fails to take into account Federal Regulations that govern third- party discovery of the FDIC Receiver and exempt records. Goldman, Sachs & Co. joins in the objection filed by the FDIC- Receiver. Other third parties, which include the Office of Thrift Supervision; the Board of Governors of the Federal Reserve System; the U.S. Department of the Treasury and former Treasury Dept. Secretary Henry Paulson; Moody's Investors Service, Inc.; and Standard & Poor's Corporation, also expressed their apprehensions to the discovery requests demanded by the Equity Committee. The OTS adopts the FDIC's sentiments that the Equity Committee has failed to show good cause for the discovery it seeks. In general, the Other Third Parties argue that the requested discovery is voluminous, burdensome, and of no real relevance to the Global Settlement under the Plan. They also assert that the unnecessary cost and disruption the discovery would impose far outweigh any apparent benefit that might accrue to the Equity Committee. The Board of Governors, for its part, insists that it was not a decision maker with respect to any of the transactions that the Equity Committee is seeking to examine and thus, should not be burdened by the discovery requests. The Other Third Parties, specifically the Treasury Dept., note that any discovery request is premature in the absence of a request complying with federal regulations that relate to the applicable third parties. Rating agencies Moody's and S&P reserve all of their rights, including the right to object and the right to a protective order, with respect to the discovery requests. Moody's says it is prepared to continue good faith discussions with the Equity Committee, but reserves the opportunity to fully evaluate the burdensomeness, cost and intrusiveness of responding to the document requests. The Debtors, in a separate filing, also notes that allowing the Equity Committee to do discovery on the FDIC and the Other Third Parties is not appropriate. At the request of the Equity Committee, the Court agreed to convene a hearing on June 3, 2010, to consider the request. At the June 3 hearing, however, the Court ordered the parties to engage in further talks to resolve the discovery requests. 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: JPM Opposes Equity Panel's Rule 2004 Exam ------------------------------------------------------------ JPMorgan Chase Bank, N.A., argues that there is no basis for the discovery requests of the Official Committee of Equity Committee that effectively seek a new investigation that goes beyond the exhaustive work already undertaken by the Debtors and the Official Committee of Unsecured Creditors. The Equity Committee has said it wants to pursue further the investigation into JPMorgan that the Debtors abruptly terminated: -- by completing discovery of documents within JPMorgan's control, including pre-seizure business records of Washington Mutual Bank that are now in JPMorgan's exclusive possession; and -- by taking depositions of JPMorgan personnel with the most knowledge of subjects relevant to the claims that the Debtors propose to abandon. Eighteen months of fiercely contested litigation, which included an investigation into potential claims against JPMorgan, has been undertaken, Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, points out, and the Equity Committee already has the documents collected by the Debtors during that investigation. Moreover, the claims the Equity Committee seeks to investigate are not viable and cannot return any meaningful recovery from JPMorgan to the Debtors' estates, Mr. Landis tells Judge Walrath. Mr. Landis also contends that the Equity Committee's proposed new investigation is another piece of its strategy to cause interminable delay in the plan confirmation process. Rather, JPMorgan insists, the Debtors' Global Discovery Procedures are well designed to provide the Equity Committee what it needs to evaluate the proposed plan through the confirmation process. JPMorgan clarifies with the Court that it has agreed to produce relevant non-privileged settlement communications in connection with the Debtors' Global Discovery Procedures. Against this backdrop, JPMorgan asks Judge Walrath to deny the Equity Committee's request. The Debtors, in a separate filing, assert that allowing the Equity Committee to conduct an investigation into JPMorgan is a waste of time and inappropriate. The Debtors cite that the Global Settlement will soon be tested: (i) either the Court will confirm the Chapter 11 Plan and approve the Global Settlement, or (ii) the Court will decline the Settlement, at which point the Debtors will determine the extent to which it is appropriate to further pursue their Rule 2004 investigation of JPMorgan. 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: Shareholders Re-File Request for Examiner ------------------------------------------------------------ Bill Rochelle at Bloomberg News reports the official committee of shareholders for Washington Mutual Inc. filed another request for an examiner to investigate the merits of a proposed settlement with the Federal Deposit Insurance Corp. and JPMorgan Chase & Co. According to the report, the bankruptcy judge denied the shareholders' examiner motion the first time around, saying that WaMu and the creditors' committee already performed an investigation. After WaMu declined to provide the shareholders' panel with its analysis of the merits of the claims against the FDIC and JPMorgan, the judge said June 3 it was time for another examiner's motion. A hearing is scheduled on June 17 to consider approval of the disclosure statement explaining WaMu's Chapter 11 plan, which is based on the global settlement. 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: U.S. Trustee Appeals Examiner Denial Order ------------------------------------------------------------- Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, informed the Bankruptcy Court on June 2, 2010, that it intends to file its own appeal of Judge Walrath's May 5, 2010 denial order of the request for a bankruptcy examiner. The Official Committee of Equity Security Holders earlier filed a notice of appeal of the Examiner Appointment Denial Order. The Equity Committee took it a step further by seeking certification of a direct appeal of the May 5 Denial Order to the U.S. Courts of Appeals for the Third Circuit. In a recent filing dated June 2, 2010, the Equity Committee says it wants the Appellate Court to determine: (1) If Judge Walrath erred in holding, pursuant to Section 1104(c) of the Bankruptcy Code, that a bankruptcy court retains discretion to deny appointment of an examiner on a motion of an interested party where the unsecured debt threshold of Section 1104(c)(2) is met? (2) What is the amount of discretion granted to a bankruptcy court under Section 1104(c) with respect to the scope of an examiner's investigation? (3) Assuming the Bankruptcy Court did err in holding, pursuant to Section 1104(c), that a bankruptcy court retains discretion to deny appointment of an examiner on a motion by an interested party where the unsecured debt threshold of Section 1104(c)(2) is met, did Judge Walrath in denying appointment of an examiner in light of the facts and circumstances on record in these Chapter 11 cases? Equity Committee Defends Direct Appeal Request In a separate filing, the Equity Committee also reacted to the objections lodged by the Debtors and the Official Committee of Unsecured Creditors to their certification request for a direct appeal to the Circuit Court. On behalf of the Equity Committee, Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, asserts that the Objectors' arguments are all wrong as a matter of fact and law. He emphasizes that: -- Even the Debtors do not really dispute that the order involves a question of law as to which there is no controlling decision from the Third Circuit or the Supreme Court of the United States. -- The issue is of vital public importance, which manifests in two separate ways: (1) The magnitude and importance of the WaMu case as one of the largest bank failure in the history of the United States warrants appellate attention; and (2) Defining the circumstances that warrant or mandate appointment of an examiner is a question that has the potential to arise in every large bankruptcy. -- Nowhere in the statute is there any requirement that conflicting decisions must emanate from within the same circuit. Thus, the Debtors' assertion that the "conflicting decisions" are not relevant because they are not from the Third Circuit does not hold. -- Appointing an examiner will allow added transparency and accountability to the process, including the investigation of grounds for business tort claims against JPMorgan Chase. Proposed Order Revised In a certification filed with the Court, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, proposed, on the Debtors' behalf, that the Equity Committee's Certification should add the phrase "from courts outside the Third Circuit" after the words "conflicting decisions" in the first paragraph of the Proposed Order to "track the statutory basis for direct certification . . . [and] should only state that certification is appropriate" 28 Section 158(d)(2) of the Judiciary and Judicial Procedures Code. "The Debtors fear that the Equity Committee is seeking a broader finding for use in its upcoming request to the Third Circuit to hear the [A]ppeal, which is not appropriate," Mr. Collins noted. Agreeing with the Debtors' contention, Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, submitted a Revised Proposed Order. 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). WATSON PHARMACEUTICALS: Moody's Lifts Senior Note Rating From Ba1 ----------------------------------------------------------------- Moody's Investors Service raised the rating on the senior unsecured notes of Watson Pharmaceuticals, Inc., to Baa3 from Ba1. Following this rating action, the rating outlook is now stable. The upgrade to investment grade reflects Watson's solid operating performance and cash flow generation, improved geographic diversity following the recent acquisition of Arrow Pharmaceuticals Group, and the expectation that positive performance trends will continue. "Watson enjoys good growth prospects based on its expanding generic drug pipeline and recent expansion into international markets where generic utilization rates are poised to increase," stated Moody's Senior Vice President Michael Levesque. "The investment grade rating also incorporates Watson's history of post-acquisition debt reduction and clearly articulated financial targets including Debt/EBITDA below 3.25 times," continued Levesque. The Baa3 rating reflects Watson's solid position in the generic pharmaceuticals industry, growing generic pipeline, solid cash flow generation capabilities and improving credit metrics since the close of the Arrow acquisition. The rating is also supported by the strong fundamentals in the generic pharmaceutical industry segment based on the number of branded pharmaceutical products set to face patent expirations in the coming years. Watson maintains a good liquidity profile, following the repayment of approximately $200 million under its revolving credit facility during the three months ended March 31, 2010. These ratings were upgraded: -- $450 million senior unsecured notes due 2014 to Baa3 from Ba1 -- $400 million senior unsecured notes due 2019 to Baa3 from Ba1 -- Senior unsecured shelf rating to (P)Baa3 from (P)Ba1 These ratings were affirmed: -- Baa3 senior unsecured revolving credit facility due 2011 -- Baa3 senior unsecured first lien term loan due 2011 Concurrently, Moody's has withdrawn these ratings, as these measures are applicable only for below investment grade companies: -- Ba1 Corporate Family Rating -- Ba1 Probability of Default Rating -- SGL-2 Speculative Grade Liquidity Rating -- All LGD Assessments Moody's last rating action on Watson took place on August 18, 2009, when Moody's assigned a rating of Ba1 to the new $850 million senior unsecured note issuance, as well as a (P)Ba1 rating to Watson's new well-known seasoned issuer senior unsecured shelf. Headquartered in Corona, California, United States, Watson Pharmaceuticals, Inc., is a specialty pharmaceutical company focused on branded and generic products. Reported revenues for the three months ended March 31, 2010, were approximately $857 million. WILLIAM K HAINES: Has Until July 14 to File Reorganization Plan --------------------------------------------------------------- The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern District of Ohio extended William K. Haines, Jr., and Nancy J. Haines' exclusive periods to file and solicit acceptances for the proposed plan of reorganization until July 14, 2010, and September 12, 2010, respectively. Massillon, Ohio-based William K. Haines, Jr. aka Bill Haines and Nancy J. Haines filed for Chapter 11 on December 16, 2009 (Bankr. N.D. OH Case No. 09-65171). Anthony J. DeGirolamo, Esq., assist the Debtors in their restructuring efforts. In their petition, the Debtors listed assets and debts both ranging from $10,000,001 to $50,000,000. YL WEST: U.S. Trustee Forms 5-Member Creditors Committee -------------------------------------------------------- Diana G. Adams, the U.S. Trustee for Region 2, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of YL West 87th Street, LLC: The Creditors Committee members are: 1. Building Service 32BJ Health Pension, Legal Training and Supplemental Savings Funds P.O. Box 11477 New York, NY 10286-1477 2. Caddel Inc. dba Direct Flooring Attn: Alan Delellis 12 Minneakoning Road Building A, Unit 103 Flemington, NJ 08822 Tel: (908) 237-1009 3. Demar Plumbing Attn: Alessandro Demarinis 147 Attorney St. New York, NY Tel: (212) 614-9717 4. Jolt Electrical Contractors, Inc. Attn: Carl Abruzzo 7812 New Utrecht Avenue Brooklyn, NY 11214 Tel: (718) 234-5141 5. M&D Installers Inc. Attn: Jay Posner 63 Flushing Ave. Brooklyn, NY 11205 Tel: (718) 782-6978 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. New York-based YL West 87th Street, LLC, is owned by YL West 87th Holdings I. LLC. The Company filed for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr. S.D.N.Y. Case No. 09- 16786). YL West 87th Holdings also filed for bankruptcy. Brian J. Hufnagel, Esq., and Gary M. Kushner, Esq., at Forchelli, Curto, Deegan, Schwartz, Mineo, Cohn & Terrana, LLP, assist YL West 87th Street 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. ZALE CORPORATION: To Remove Common Stock Fund --------------------------------------------- Zale Corp agreed to remove the Zale Common Stock Fund as an investment option in the Company's Savings and Investment Plan as part of the settlement in 2008 of the ERISA stock-drop litigation then pending against the company. As a result of the elimination of this investment option, beginning on June 22, 2010 at 3:00 p.m., Central Time employee balances in the Zale Fund automatically will be reallocated to another investment option, and trading in the Zale Fund no longer will be permitted. The company anticipates the reallocations to be completed during the week of June 27, 2010. 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. * Bankrupt Lawyers Can't Erase Contempt Debt, Appeals Court Says ---------------------------------------------------------------- A federal appeals court has refused to erase a $431,000 debt that bankrupt plaintiffs lawyers Ralph Musilli and Walter Baumgardner owe to the estate of a former colleague stemming from a contempt judgment in a contract fight over legal fees, according to Bankruptcy Law360. Thursday's ruling, in the U.S. Court of Appeals for the Sixth Circuit, affirmed a bankruptcy court's grant of summary judgment in favor of the estate of deceased attorney Walter Droomers, Law360 says. * Hedge Fund Liquidations Rise Despite Gains, HFR Says ------------------------------------------------------ After falling steadily for four quarters, hedge fund liquidations rose again in the first quarter of 2010 with 240 funds closing during the period, according to the HFR Market Microstructure Industry Report released June 8 by Hedge Fund Research. Liquidations were disproportionately skewed towards Fund of Funds (FOF), with 102 FOF closing in the quarter, this marks the seventh consecutive quarter in which FOF liquidations have exceeded new launches. Aggregate industry leverage employed by hedge funds has continued to moderate relative to five years ago, with seventy percent of all funds, which manage eighty-three percent of industry capital, utilizing some form of leverage. In the HFR Special Report: Hedge Fund Leverage, Relative Value Arbitrage and Macro strategies commonly employ higher levels of leverage than Event Driven and Equity Hedge strategies. * "Retailers at a Crossroads," CIT's Feinberg Reports ----------------------------------------------------- Retailers are starting to strategically rebuild inventories, add stores, and again focus on other targeted growth initiatives in connection with a gradual return of consumer spending, according to Burt Feinberg, Managing Director, CIT Commercial & Industrial -- Retail Finance Group for CIT Group Inc. This is just one of the insights Mr. Feinberg offers in "Retailers at a Crossroads -- Navigating Out of the Market Downturn," the latest in a series of in-depth executive Q&As featured in CIT's "Executive Spotlight" series -- http://executive-spotlight.cit.com Mr. Feinberg explains how retailers face choices when positioning themselves for growth, saying, "Retailers are at a strategic crossroads this year. How quickly they build out their inventories and how fast they add new stores again remains to be seen. Those retailers with stronger balance sheets will be better positioned to take advantage of the market and real estate opportunities resulting from abandoned locations of failed competitors. Alternatively, they may also look at other ways to deploy capital via Internet and digital strategies, as well as product extensions. Other retailers are facing fundamental changes in their segments that will require market intelligence and capital." He points out that some retailers are depending on a strong recovery for their survival, noting, "The conservative approach (in 2009) to inventories and spending enabled many players to conserve cash, and, in fact, generate some additional cash, which helped them to see another day. After significant cost cutting, there is not much more to cut, so the top line needs to come back for some of these marginally surviving companies going forward. Perhaps, with some improved consumer spending, they may have dodged a bullet." Founded in 1908 and headquartered in New York City, CIT (NYSE: CIT) -- http://www.cit.com/-- is a bank holding company with approximately $45 billion in finance and leasing assets that provides financial products and advisory services to small and middle market businesses. Operating in more than 50 countries across 30 industries, CIT provides an unparalleled combination of relationship, intellectual, and financial capital to its customers worldwide. CIT maintains leadership positions in small business and middle market lending, factoring, retail finance, aerospace, equipment and rail leasing, and vendor finance. * Focus Management Adds Anthony Wolf as Managing Director --------------------------------------------------------- J. Tim Pruban, President of Focus Management Group, reported that the firm bolstered its team with the addition of Anthony Wolf -- a.wolf@focusmg.com. Mr. Wolf will serve as a Managing Director to complement the firm's growing demand for its turnaround management and corporate restructuring services. He will be based out of the firm's Dallas office and will serve its client base nationwide. "We are excited to welcome on board someone of Tony's depth of experience," said Mr. Pruban. "Tony's comprehensive financial background, extensive restructuring experience and diverse industry knowledge will complement our team and facilitate the continuation of our firm's steady growth, both in the South and nationwide." Mr. Wolf brings to Focus a professional background that spans all phases of corporate restructuring and executive management. His experience includes competitive strategy and market expansion, margin enhancement, operating performance improvement, strategy and business model assessment and creditor negotiations. Prior to joining Focus, Mr. Wolf served in executive-level positions at several leading international restructuring and financial advisory firms. Throughout his tenure in these roles, Mr. Wolf led or participated in advisory and management engagements in various industries, including aerospace, telecommunications, trucking, manufacturing and processing, information technology, food distribution and service, real estate, and oil and gas. Mr. Wolf, a Certified Turnaround Professional, was awarded an MBA from the University of Chicago, an MA from the University of Southern California and a BA from Harvard University. About Focus Management Group Headquartered in Tampa, FL, with offices in Atlanta, Chicago, Cleveland, Columbus, Dallas, Los Angeles and Philadelphia, Focus Management Group -- http://www.focusmg.com/-- provides nationwide professional services in turnaround management, insolvency proceedings, business restructuring and operational improvement to distressed companies and their stakeholders, including secured lenders and equity sponsors. * Two Restructuring Pros Join Willkie Farr ------------------------------------------ As part of a push to expand its business reorganization and restructuring department, Willkie Farr & Gallagher LLP has added to its ranks former Linklaters LLP partner Mary K. Warren and former Quinn Emanuel Urquhart & Sullivan LLP partner Joseph G. Minias, according to Bankruptcy Law360. Warren and Minias joined the firm's New York office this week, Law360 says. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Drug Valet, Inc. Bankr. D. Ariz. Case No. 10-16772 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/azb10-16772.pdf In Re The Club At Seven Canyons, LLC Bankr. D. Ariz. Case No. 10-16714 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/azb10-16714.pdf In Re American Health Services LLC Bankr. C.D. Calif. Case No. 10-31553 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/cacb10-31553.pdf In Re New Vision Power Properties, LLC Bankr. C.D. Calif. Case No. 10-16352 Chapter 11 Petition Filed May 27, 2010 Filed As Pro Se In Re SkyMountain Coastal Properties, Inc. Bankr. C.D. Calif. Case No. 10-31543 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/cacb10-31543.pdf In Re American Gas, Inc. Bankr. E.D. Calif. Case No. 10-34147 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/caeb10-34147.pdf In Re CIT Sports, Inc. fdba Core Board Shop fdba Icon Skit Golf fdba Threads Bankr. N.D. Calif. Case No. 10-31940 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/canb10-31940.pdf In Re WET Investments, Inc. dba Wet Night Club Bankr. N.D. Calif. Case No. 10-55570 Chapter 11 Petition Filed May 27, 2010 Filed As Pro Se In Re DB Capital Holdings, LLC Bankr. D. Colo. Case No. 10-23242 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/cob10-23242p.pdf See http://bankrupt.com/misc/cob10-23242c.pdf In Re Leonard M. Cox Julie A. Cox Bankr. S.D. Ill. Case No. 10-40849 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/ilsb10-40849.pdf In Re 2510 McElderry, LLC Bankr. D. Md. Case No. 10-21911 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/mdb10-21911.pdf In Re Dakota III, LLC Bankr. D. Md. Case No. 10-21909 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/mdb10-21909.pdf In Re Eastern Lines Surf Shop, LLC Bankr. D. N.J. Case No. 10-26318 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/njb10-26318.pdf In Re U.S. Porters, Inc. Bankr. D. N.J. Case No. 10-26201 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/njb10-26201.pdf In Re 1540 Roosevelt Avenue, LLC Bankr. S.D. N.Y. Case No. 10-23054 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/nysb10-23054.pdf In Re Time Square Payment Center, Inc. Bankr. S.D. N.Y. Case No. 10-23084 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/nysb10-23084.pdf In Re Vets ATM Corp. Bankr. S.D. N.Y. Case No. 10-23085 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/nysb10-23085.pdf In Re Regional Group, LLC Bankr. E.D. Tenn. Case No. 10-13086 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/tneb10-13086p.pdf See http://bankrupt.com/misc/tneb10-13086c.pdf In Re Hughes Supplied Air, Inc. Bankr. W.D. Tenn. Case No. 10-25758 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/tnwb10-25758.pdf In Re Tri-State Testing Services, Inc. Bankr. W.D. Tenn. Case No. 10-25755 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/tnwb10-25755.pdf In Re Attaboy Enterprises, LLC Bankr. E.D. Texas Case No. 10-10333 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/txeb10-10333.pdf In Re Signature Telecommunications, Inc. dba Randy White Telecommunications, Inc. dba RWT Bankr. N.D. Texas Case No. 10-33702 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/txnb10-33702.pdf In Re SBPM Holdings, Inc. Bankr. S.D. Texas Case No. 10-80310 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/txsb10-80310.pdf In Re Keith Raymond Pelzel fdba Five Ball Contruction Inc Bankr. W.D. Wash. Case No. 10-44313 Chapter 11 Petition Filed May 27, 2010 Filed As Pro Se In Re Washington Properties One, LLC Bankr. W.D. Wash. Case No. 10-16100 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/wawb10-16100.pdf In Re Jonathan P. Parnell Bankr. S.D. Ala. Case No. 10-02432 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/alsb10-02432.pdf In Re Tikiri Mayura Bogollagama Bankr. D. D.C. Case No. 10-00525 Chapter 11 Petition Filed May 28, 2010 Filed As Pro Se In Re M.S. Tancio DMD A Professional Dental Corporation Bankr. N.D. Calif. Case No. 10-46211 Chapter 11 Petition Filed May 28, 2010 Filed As Pro Se In Re Ronald Gregory McLean Christina Mardell McLean aka Christie McLean Bankr. N.D. Calif. Case No. 10-12043 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/canb10-12043.pdf In Re Sharon Deine Liko aka Vannick Investors, LLC Bankr. D. Colo. Case No. 10-23342 Chapter 11 Petition Filed May 28, 2010 Filed As Pro Se In Re Dew Sweepers, LLC Bankr. S.D. Ga. Case No. 10-20699 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/gasb10-20699.pdf In Re First Class Group, LLC Bankr. S.D. Ga. Case No. 10-20696 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/gasb10-20696.pdf In Re Sawdawg, LLC Bankr. S.D. Ga. Case No. 10-20700 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/gasb10-20700.pdf In Re Chicago Body Company Bankr. N.D. Ill. Case No. 10-24681 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/ilnb10-24681.pdf In Re Kenyatta's Transportation Service, Inc. dba Kenyatta's Transportation Company Bankr. N.D. Ill. Case No. 10-24361 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/ilnb10-24361.pdf In Re Strapazza of Columbia II, Inc. dba trading as Strapazza Bankr. D. Md. Case No. 10-22121 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/mdb10-22121.pdf In Re Maria C. Cruz Bankr. D. Mass. Case No. 10-15903 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/mab10-15903.pdf In Re Santos B. Santiago Bankr. D. Mass. Case No. 10-15902 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/mab10-15902.pdf In Re Executive Arms, LLC Bankr. D. N.J. Case No. 10-26717 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/njb10-26717.pdf In Re Dynacon, Inc. Bankr. D. N.M. Case No. 10-12755 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/nmb10-12755.pdf In Re Bryn Mawr Wound Care & Vascular Center, LLC Bankr. E.D. Pa. Case No. 10-14463 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/paeb10-14463.pdf In Re Supplied Air, LLC Bankr. W.D. Tenn. Case No. 10-25757 Chapter 11 Petition Filed May 27, 2010 See http://bankrupt.com/misc/tnwb10-25757.pdf In Re D & M Excavating, Inc. Bankr. N.D. Texas Case No. 10-43585 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/txnb10-43585.pdf In Re J & L Diversified Business Services Inc. Bankr. S.D. Texas Case No. 10-34431 Chapter 11 Petition Filed May 28, 2010 Filed As Pro Se In Re Rutland 18, L.P. Bankr. S.D. Texas Case No. 10-34411 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/txsb10-34411.pdf In Re Habib Carpet and Rugs, Inc. Bankr. E.D. Va. Case No. 10-14441 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/vaeb10-14441.pdf In Re B E S T Contractors LLC Bankr. W.D. Wash. Case No. 10-16133 Chapter 11 Petition Filed May 28, 2010 See http://bankrupt.com/misc/wawb10-16133.pdf In Re Jane Rashad aka Jane Kao Bankr. S.D. Texas Case No. 10-34549 Chapter 11 Petition Filed May 30, 2010 See http://bankrupt.com/misc/txsb10-34549.pdf In Re Mark A. Howard Tamara L. Howard Bankr. M.D. Fla. Case No. 10-13266 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/flmb10-13266.pdf In Re Ashjian Development LLC Bankr. D. Nev. Case No. 10-20131 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/nvb10-20131.pdf In Re DBDS LLC Bankr. S.D. N.Y. Case No. 10-23111 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/nysb10-23111.pdf In Re One North Madison, LLC Bankr. S.D. N.Y. Case No. 10-23115 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/nysb10-23115.pdf In Re R & R Roosters, Inc. Bankr. N.D. Ohio Case No. 10-15281 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/ohnb10-15281.pdf In Re Uppal Bros., Inc. Bankr. N.D. Texas Case No. 10-43647 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/txnb10-43647.pdf In Re Luke 1248 Properties, LLC dba The Pearl at Oyster Creek Apartments Bankr. S.D. Texas Case No. 10-34619 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/txsb10-34619.pdf In Re Sino-Plus Investment Corporation Bankr. S.D. Texas Case No. 10-34612 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/txsb10-34612.pdf In Re Speedway Condo Project, L.P. Bankr. W.D. Texas Case No. 10-11533 Chapter 11 Petition Filed May 31, 2010 See http://bankrupt.com/misc/txwb10-11533.pdf In Re R & B Business Holdings, Inc. dba R & B Business Holdings, Inc. aka Country Side Bar and Grill dba The Country Side Bankr. D. Ore. Case No. 10-63370 Chapter 11 Petition Filed June 1, 2010 See http://bankrupt.com/misc/orb10-63370.pdf In Re B. F. Hawkins, Ltd. dba Hawkin's Clearwater Car Wash Bankr. E.D. Texas Case No. 10-41821 Chapter 11 Petition Filed June 1, 2010 See http://bankrupt.com/misc/txeb10-41821.pdf In Re Yosuf Maiwandi Bankr. C.D. Calif. Case No. 10-32463 Chapter 11 Petition Filed June 2, 2010 Filed As Pro Se In Re Back Into Health Chiropractic, Inc. dba Mind, Body, Spirit Wellness Center Bankr. M.D. Fla. Case No. 10-04798 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/flmb10-04798.pdf In Re Glencoe North LLC Bankr. M.D. Fla. Case No. 10-04787 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/flmb10-04787.pdf In Re Amanda K. Corp. Bankr. S.D. Fla. Case No. 10-25450 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/flsb10-25450.pdf In Re Global Educational Center, Inc. dba Bright Stars Academy Bankr. S.D. Fla. Case No. 10-25449 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/flsb10-25449.pdf In Re BE BE Homes, LLC Bankr. S.D. Ind. Case No. 10-08323 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/insb10-08323.pdf In Re Robert F. Rood, IV Bankr. D. Md. Case No. 10-22378 Chapter 11 Petition Filed June 2, 2010 Filed As Pro Se In Re Paul F. Quirk Bankr. D. Mass. Case No. 10-16068 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/mab10-16068.pdf In Re Shelby Packaging Company Bankr. E.D. Mich. Case No. 10-58181 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/mieb10-58181p.pdf See http://bankrupt.com/misc/mieb10-58181c.pdf In Re Hennen Udder Farms Bankr. D. Minn. Case No. 10-34080 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/mnb10-34080.pdf In Re CENT-COMM LLC Bankr. D. Nev. Case No. 10-20276 Chapter 11 Petition Filed June 2, 2010 Filed As Pro Se In Re Bridge Associates of Brodheadsville, LLC Bankr. E.D. N.Y. Case No. 10-74215 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/nyeb10-74215.pdf In Re Mendoza Ventures, LLC dba Hugo's at Wexford Bankr. D. S.C. Case No. 10-03901 Chapter 11 Petition Filed June 2, 2010 See http://bankrupt.com/misc/scb10-03901.pdf In Re Anaheim Plating and Polishing, Inc. Bankr. C.D. Calif. Case No. 10-17532 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/cacb10-17532.pdf In Re Desert Hills 1 LLC Bankr. C.D. Calif. Case No. 10-27119 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/cacb10-27119.pdf In Re Thai Spice Inc. Bankr. C.D. Calif. Case No. 10-17535 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/cacb10-17535.pdf In Re Sonia Martha Harris Bankr. N.D. Calif. Case No. 10-46407 Chapter 11 Petition Filed June 3, 2010 Filed As Pro Se In Re Egret Pond, LLC Bankr. S.D. Fla. Case No. 10-25618 Chapter 11 Petition Filed June 3, 2010 Filed As Pro Se In Re World Renow Brokers, LLC Bankr. N.D. Ga. Case No. 10-76515 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/ganb10-76515.pdf In Re T T & C Propane, Inc. dba Kamper's LP Gas Bankr. S.D. Ill. Case No. 10-40877 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/ilsb10-40877.pdf In Re J&B Clubhouse Tavern Inc. Bankr. S.D. N.Y. Case No. 10-23140 Chapter 11 Petition Filed June 3, 2010 Filed As Pro Se In Re Twenty Plus, LLC Bankr. S.D. N.Y. Case No. 10-12996 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/nysb10-12996.pdf In Re JFK Remodeling Incorporated aka JFK Flooring And Remodeling Bankr. E.D. Va. Case No. 10-14634 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/vaeb10-14634.pdf In Re Blackberry Enterprises Inc. Bankr. S.D. W.Va. Case No. 10-30493 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/wvsb10-30493.pdf In Re Michael F. O'Rourke Bankr. W.D. Wash. Case No. 10-16411 Chapter 11 Petition Filed June 3, 2010 See http://bankrupt.com/misc/wawb10-16411.pdf In Re Marlys Vance Vasterling Bankr. C.D. Calif. Case No. 10-17565 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/cacb10-17565.pdf In Re Spectrum Glass and Aluminum, Inc. Bankr. C.D. Calif. Case No. 10-32803 Chapter 11 Petition Filed June 4, 2010 Filed As Pro Se In Re Tommy Cooks Cynthia Rosales Bankr. C.D. Calif. Case No. 10-27339 Chapter 11 Petition Filed June 4, 2010 Filed As Pro Se In Re RSK, LLC Bankr. S.D. Fla. Case No. 10-25829 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/flsb10-25829.pdf In Re Georgia Outdoor Sports, Inc. Bankr. M.D. Ga. Case No. 10-31011 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/gamb10-31011.pdf In Re Keith Andrew Clarke Sheri Lynn Clarke Bankr. N.D. Ga. Case No. 10-76618 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/ganb10-76618.pdf In Re C.O. Logging, Inc. Bankr. S.D. Ga. Case No. 10-60500 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/gasb10-60500p.pdf See http://bankrupt.com/misc/gasb10-60500c.pdf In Re Midwest Technical Consultants Inc. Bankr. N.D. Ill. Case No. 10-25447 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/ilnb10-25447.pdf In Re Highland Community Association, Inc. Bankr. D. Md. Case No. 10-22606 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/mdb10-22606.pdf In Re Tellco Development, LLC Bankr. N.D. Miss. Case No. 10-12762 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/msnb10-12762.pdf In Re Marilyn G. Barnes U/I/T 12-5-89 aka Marilyn G. Barnes Trust, U/I/T Dated 12/5/89 Bankr. E.D. Mo. Case No. 10-46271 Chapter 11 Petition Filed June 4, 2010 Filed As Pro Se In Re A-1 Quality Industrial & Marine LLC dba ALOHA TRANSPORT & SET-UP dba ALOHA MOBILE HOMES dba ALOHA TRANSPORTATION dba ALOHA WATERMAKERS dba ALOHA TRANSPORT Bankr. D. Nev. Case No. 10-20410 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/nvb10-20410.pdf In Re APM Financial Solutions, LLC Bankr. D. N.J. Case No. 10-27239 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/njb10-27239.pdf In Re Janitorial Services USA Bankr. E.D. N.C. Case No. 10-04542 Chapter 11 Petition Filed June 4, 2010 Filed As Pro Se In Re Pro Power Equipment, LLC Bankr. N.D. Ohio Case No. 10-33894 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/ohnb10-33894.pdf In Re Everett Bayne Cynthia Bayne Bankr. E.D. Okla. Case No. 10-80993 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/okeb10-80993.pdf In Re Site Services, LLC Bankr. N.D. Okla. Case No. 10-11897 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/oknb10-11897.pdf In Re Henry Abel Pol Patricia Ann Pol aka Patricia Ward Pol Bankr. D. S.C. Case No. 10-04028 Chapter 11 Petition Filed June 4, 2010 Filed As Pro Se In Re William Szathmary aka Bill Dana Evelyn Shular Szathmary aka Evelyn Dana Bankr. M.D. Tenn. Case No. 10-05933 Chapter 11 Petition Filed June 5, 2010 See http://bankrupt.com/misc/tnmb10-05933.pdf In Re Yukon Harbor, LLC Bankr. W.D. Wash. Case No. 10-16456 Chapter 11 Petition Filed June 4, 2010 See http://bankrupt.com/misc/wawb10-16456.pdf In Re Romualdo Antonio Perdomo Ruth Perdomo Bankr. D. Nev. Case No. 10-20490 Chapter 11 Petition Filed June 6, 2010 See http://bankrupt.com/misc/nvb10-20490.pdf In Re B.A.R. Engineering and Manufacturing, Inc. c/o Illyssa I. Fogel, Attorney Bankr. C.D. Calif. Case No. 10-33015 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/cacb10-33015.pdf In Re Samra University Of Oriental Medicine Bankr. C.D. Calif. Case No. 10-33116 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/cacb10-33116.pdf In Re Goldstein Family Limited Partnership 957 Bankr. N.D. Ill. Case No. 10-25764 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/ilnb10-25764.pdf In Re Glenn's Tile Inc. Bankr. E.D. Mich. Case No. 10-33233 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/mieb10-33233p.pdf See http://bankrupt.com/misc/mieb10-33233c.pdf In Re Farah Divanbeigi Bankr. D. Nev. Case No. 10-20580 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/nvb10-20580.pdf In Re Grzegorz A. Giza Bankr. D. N.J. Case No. 10-27441 Chapter 11 Petition Filed June 7, 2010 Filed As Pro Se In Re Rejuvenation, LLC Bankr. D. N.J. Case No. 10-27485 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/njb10-27485.pdf In Re Louis Belcher aka Belcher Enterprises Gloria Belcher aka Belcher Enterprises Bankr. E.D. N.C. Case No. 10-04552 Chapter 11 Petition Filed June 7, 2010 Filed As Pro Se In Re Northwest Home Health, Inc. Bankr. W.D. Okla. Case No. 10-13466 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/okwb10-13466.pdf In Re Performa Entertainment Real Estate, Inc. Bankr. W.D. Tenn. Case No. 10-26100 Chapter 11 Petition Filed June 7, 2010 See http://bankrupt.com/misc/tnwb10-26100.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***