/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100611.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 11, 2010, Vol. 14, No. 160 Headlines 2151 HOTEL: Court Dismisses 2nd Try in Chapter 11 ABDUL SHEIKH: Says Plan Talks Ongoing, Wants to Keep Exclusivity ABITIBIBOWATER: Noteholders Oppose $500 Million Rights Offer ACTION MOTORS: Judge Confirms Liquidation Plan AIRTRAN HOLDINGS: Files Tender Offer Statement on Notes Buyback ALL SEASONS: Case Summary & 20 Largest Unsecured Creditors AMERICAN CAPITAL: Enters Into Lock Up Agreement with Noteholders AMERICAN CAPITAL: Extends Plan Voting Deadline to June 22 AMERICAN INT'L: US Gov't Likely to Keep Stake Through 2012 AMERICAN INT'L: Ordered to Produce Docs. in $1-Bil. Fraud Case AMERICAN INT'L: Can Still Get $35.5-Bil. from AIA, Treasury Says AMERICAN INT'L: Kushner Said to Offer to Buy Stake in Apartments AMR CORP: CEO to Report on Performance & Outlook at BoA Meet ANDREW L YOUNG: Has Until August 10 to Propose Chapter 11 Plan BISTATE BISTRO: Lease Dispute Prompted Chapter 11 Filing BP PLC: Proposed Dividend Suspension to Hit Pensioners BP PLC: Bonds, CD Swaps Trade Like Junk BRADLEY WARKENTIN: Case Summary & 20 Largest Unsecured Creditors BROWN PUBLISHING: Files Schedules of Assets and Liabilities BROWN PUBLISHING: U.S. Trustee Forms 7-Member Creditors Panel CALIFORNIA COASTAL: Bandera Partners Owns 11.2% of Common Stock CALIFORNIA COASTAL: ING Groep Ceases to Own Shares of Common Stock CBI HOLDING: Ernst & Young Wins Rehearing of Malpractice Damages CHAND ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors CINCINNATI BELL: COO Brian Ross to Resign Effective August 8 CIT GROUP: Analyst Won't Rule Out Acquisition by Larger Bank CIT GROUP: Former CEO, Others Officers Must Defend Lawsuit DANIEL CHANG: Trustmark National Wants Ch. 11 Case Dismissed DAYTON OAKS: Case Summary & 20 Largest Unsecured Creditors DEER VALLEY: Can Incur $2.5 Million Loan from Inland Mortgage DEER VALLEY: Files List of 20 Largest Unsecured Creditors DUTT, LLC: Voluntary Chapter 11 Case Summary EMMA LEE: Case Summary & 12 Largest Unsecured Creditors ENNIS HOMES: Plan of Reorganization Wins Court Approval EPICEPT CORP: Stockholders Elect 2 as Directors EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to July 31 EXIDE TECHNOLOGIES: Files First Quarter Operating Report EXTENDED STAY: Amends Plan Due to Centerbridge Winning Bid FAIRPOINT COMMS: Proposes to Assume Agreements with Suppliers FAIRPOINT COMMS: Reaches Deals on Indemnification Provisions FAIRPOINT COMMS: Second Phase of Plan Hearings Set on July 8 FORD MOTOR: Tries to Jump Star Explorer SUV FOREST CITY: Closes Financing for East River Plaza Retail Project FORTERRA ENVIRONMENTAL: No Longer Deemed a "Going Concern" FX REAL ESTATE: Raises $99,000 in Sale of Securities to Execs GARLOCK SEALING: Proposes $10-Mil. of DIP Financing from BoA GARLOCK SEALING: Sues to Enjoin Asbestos Claimants GARLOCK SEALING: Seeks Permission to Use Cash Collateral GAYLORD ENTERTAINMENT: S&P Affirms 'B' Corporate Credit Rating GENERAL GROWTH: Equity Panel Receives Nod for Cantor as Advisor GENERAL GROWTH: Seeks Sept. 28 Extension for Claims Objections GENERAL GROWTH: Wins Nod of Heeling Sports Settlement GENERAL GROWTH: Simon No Longer Keen Submitting Bid GENERAL MOTORS: Old GM Selling Delaware Plant for Plug-In Vehicles GREEKTOWN HOLDINGS: 2 Units Seek Chapter 7 Conversion GREEKTOWN HOLDINGS: Exit May Be Delayed Due to Ownership Issues GREEKTOWN HOLDINGS: Put Parties Want Plan Tax Effects Determined GULF FLEET: Gets Third Interim Okay to Use Cash Collateral GULF FREEWAY: 1st Int'l Bank Asks Court to Bar Cash Use HALO COMPANIES: Posts $800,500 Net Loss for Q1 2010 HANA BIOSCIENCES: Posts $5.5 Million Net Loss for Q1 2010 HARRAH'S ENTERTAINMENT: $43-Mil. Offer Tops Bid for Thistledown HARVEST OAKS: Unsecured Creditors Won't Have Official Committee HAWAIIAN TELCOM: Appoints Richard Jalkut as Chairman HENRY MARINE: Files for Chapter 11 Bankruptcy in Brooklyn HUNG TRAN: Case Summary & 20 Largest Unsecured Creditors INDIGO LAKES: Voluntary Chapter 11 Case Summary INNATECH LLC: Finalizes Sale of Richmond Plant IREX TECHNOLOGIES: Financial Woes Prompt Chapter 11 Filing J & J CONSTRUCTION: Files Schedules of Assets & Liabilities J & J CONSTRUCTION: Section 341(a) Meeting Scheduled for July 1 JEN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors JEVIC TRANSPORTATION: Access to Lenders' Cash Expires on June 30 JOSE VACA: Case Summary & 6 Largest Unsecured Creditors K-V PHARMACEUTICAL: Earns $108.6 Million in Q3 Ended Dec. 31 KERYX BIOPHARMACEUTICALS: Posts $4.0 Million Net Loss in Q1 2010 KINSLEY FOREST: Plan Confirmation Hearing Set for July 20 LOWER BUCKS: Has Until August 12 to Propose Chapter 11 Plan LYONDELL CHEMICAL: Outcome Exceeds Expectations, Investor Says MAGNA ENTERTAINMENT: Harrah's $43-Mil. Tops Bid for Thistledown MARK ALLEN WYNNE: U.S. Trustee Unable to Form Creditors Committee MARTIN MOSQUEDA: Case Summary & 14 Largest Unsecured Creditors MC PRECAST: Court Converts Case to Chapter 7 Liquidation MDRNA INC: Posts $9.5 Million Net Loss for Q1 2010 MECHANICAL RUBBER: Case Summary & 13 Largest Unsecured Creditors MOJAVE VALLEY: Files for Chapter 7 Bankruptcy in Las Vegas MOSER ENTERPRISES: Inability to Pay Loan Cues Bankruptcy Filing MPF CORP: Filed Amended Chapter 11 Plan of Reorganization NASH FINCH: Moody's Upgrades Corporate Family Rating to 'B1' NATIONAL FRANCHISE: Case Summary & 3 Largest Unsecured Creditors NEW LEAF: Withdraws Prospectus on Resale of 3,847,064 Shares NEWARK GROUP: Files for Ch. 11 in New Jersey with Prepack Plan NEWARK GROUP: Case Summary & 20 Largest Unsecured Creditors NEXT 1 INTERACTIVE: Kreamer Weisman Raises Going Concern Doubt NMP INVESTORS: Case Summary & 17 Largest Unsecured Creditors NOBEL GROUP: Voluntary Chapter 11 Case Summary NORTEL NETWORKS: Appeals Court Denies Hearing for Disabled Workers NORTH PHILLY: Voluntary Chapter 11 Case Summary NUTRACEA: Gets Court Approval for Class Action Suit Settlement OPUS EAST: Lease Decision Period Extended until August 25 OPUS EAST: Receives Approval of APG Settlements OPUS SOUTH: Waters Edge Files Post-Confirmation Report for Q1 PALISADES COUNTRY: Voluntary Chapter 11 Case Summary PAUL TRANSPORTATION: Gets Final OK to Factor Invoices to RTS PAUL TRANSPORTATION: May Retain 169 Trailers PENHALL HOLDING: Moody's Downgrades Default Ratings to 'Caa3' PETTUS PROPERTIES: Case Summary & 7 Largest Unsecured Creditors PROJECT ORANGE: Files Schedules of Assets and Liabilities PROSPECT HOMES: Files for Chapter 11 Protection PROTECTION ONE: Entity Exercises Option to Buy 48.8-Mil. Shares QB2 HOLDINGS: Section 341(a) Meeting Scheduled for June 29 RICHARD THOMPSON: Case Summary & 11 Largest Unsecured Creditors ROBERT VACCARO: Voluntary Chapter 11 Case Summary RUSTICK LLC: Gets Okay to Hire Dilworth Paxson as Bankr. Counsel RUSTICK LLC: Gets OK to Tap Quinn Law as Local & Conflicts Counsel RUSTICK LLC: Secures $1,390,000 DIP Loan From Merrill Lynch SALANDER-O'REILLY: Auction of European Art Disappointing SD TRUST: U.S. Trustee Forms 5-Member Creditors Committee SD TRUST: Files Schedules of Assets and Liabilities SEDONA DEVELOPMENT: Seeks July 1 Extension of Schedules Filing SEDONA DEVELOPMENT: Seeks to Use Specialty Trust Cash Collateral SEDONA DEVEVLOPMENT: Wants to Hire Highland Financial as CRO SELF STORAGE: Case Summary & 22 Largest Unsecured Creditors SILGAN HOLDINGS: Moody's Assigns 'Ba1' Rating on New Facilities SILVER STAR: Voluntary Chapter 11 Case Summary SIRIUS XM: Unit Deregisters Senior PIK Secured Notes Due 2011 SITHE/INDEPENDENCE FUNDING: Moody's Reviews 'Ba2' Bond Rating SMART ONLINE: Sells More Convertible Secured Notes Due 2013 SOUTHGATE BAPTIST: Case Summary & 9 Largest Unsecured Creditors SPECIALTY PRODUCTS: Section 341(a) Meeting Scheduled for July 9 SPECIALTY PRODUCTS: Wants Schedules Filing Extended by 45 Days SSD PARTNERS: Voluntary Chapter 11 Case Summary STATION CASINOS: Frank Fertitta Has 41.7% of Existing Stock STORY BUILDING: Seeks to Use Cash to Maintain Walter Story Bldg STORY BUILDING: Wants Filing of Schedules Extended until June 14 SUMNER REGIONAL: Files Schedules of Assets and Liabilities SUNESIS PHARMA: Stockholders Elect 2 as Directors TAYLOR-WHARTON: Closes Sale of Huntsville Operations TERESA GUIDICE: Files for Chapter 11 Bankruptcy in New Jersey TC GLOBAL: Registers 312,500 Shares Under 2010 Stock Option Plan THORNWOOD FURNITURE: Files for Chapter 11 in Phoenix TIEGS FAMILY: Court Dismisses Reorganization Case TISHMAN SPEYER: Keeps D.C. Buildings After Capital Injection TMX FINANCE: Moody's Assigns Corporate Family Rating at 'B2' TOUSA INC: Clerk Reports on Claims Transfers for February - May TRIDIMENSION ENERGY: Has $6.75MM in DIP Loans from Amegy, BMO UNO RESTAURANT: Pa's Revenue Department Objects to Plan US AIRWAYS: Live Webcast Presentation at BoA Conference on June 15 US AIRWAYS: Reports May Traffic Results US AIRWAYS: S. Kirby Says Merger Remains Likely VALASSIS: $488.5 Million of 2015 Notes Tendered by Deadline VIRGO INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors VISICON SHAREHOLDERS TRUST: Case Summary & Creditors List VISTEON CORP: JCI Says it Made Offer Based on Limited Info. VISTEON CORP: Hain Capital Proposes to Appoint Trade Committee VISTEON CORP: Proposes to Ink License Deal with TomTom WASHINGTON MUTUAL: Court Agrees to Expedite Hearing for Examiner WASHINGTON MUTUAL: TPS Holders Want Documents Produced WESTCLIFF MEDICAL: Files Schedules of Assets & Liabilities WESTCLIFF MEDICAL: Gets Interim Approval to Use GE Collateral WILLBROS GROUP: Awarded Pipeline Construction Project WILLIAM NOLL: Case Summary & 20 Largest Unsecured Creditors WINDER RENEWABLE: Files Schedules of Assets and Liabilities ZINNIE'S EAST: Files for Chapter 11 to Restructure Debt * Changes to Rule 2019 Lender Disclosure Nears * Experts See Need for Restructurings in Health-Care Industry * "Short-Term Maneuvers" Save Public Jobs, Risking Bond Defaults * Barclays Restructuring Pro Joins Greenberg Traurig * BOOK REVIEW: The Executive Guide to Corporate Bankruptcy ********* 2151 HOTEL: Court Dismisses 2nd Try in Chapter 11 ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California dismissed the Chapter 11 case of 2151 Hotel Circle South, LLC. The Court prohibited the Debtor from filing any voluntary petition or cooperating in any involuntary petition for bankruptcy for 180 days from the entry of this order. The Court also denied the Debtor's motions to: -- sell its assets to Macino Entertainment Hollywood Corporation for $14 million; and -- use cash collateral. Woodland Hills, California-based 2151 Hotel Circle South LLC filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D. Calif. Case No. 10-07330). Stuart J. Wald, Esq., at the Law Offices of Stuart J. Wald, assisted the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. This is the second time the bankruptcy court dismissed the Chapter 11 case for 2151 Hotel. 2151 Hotel first filed for Chapter 11 on January 4, 2010. The case was dismissed in March due to (i) the Debtor's unauthorized use of cash collateral; (ii) failure to provide proof of workmen's compensation insurance; and (iii) the absence of a reasonable likelihood of rehabilitation. 2151 returned to Chapter 11 in April to complete the sale of the assets. ABDUL SHEIKH: Says Plan Talks Ongoing, Wants to Keep Exclusivity --------------------------------------------------------------- The Hon. Alan M. Ahart the U.S. Bankruptcy Court for the Central District of California will consider at a hearing on June 30, 2010, at 10:00 a.m., Abdul Halim Sheikh's request for an extension in its exclusive periods to file and solicit acceptances of a Chapter 11 plan. The hearing will be held at Courtroom 1375, 255 E Temple St., Los Angeles, California. Objections, if any, are due 14 days prior to the hearing. The Debtor requests for an additional 90 to 120 days extension in its Plan deadlines. The Debtor needs additional time to file a Plan and Disclosure Statement as a result of the parties' ongoing settlement discussions. Palos Verdes Estates, California-based Abdul Halim Sheikh aka A.H. Sheikh filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case C.D. Calif. No. 09-39652). Paul R. Shankman, Esq., represents the Debtor in its restructuring effort. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. ABITIBIBOWATER: Noteholders Oppose $500 Million Rights Offer ------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc. will appear before the U.S. Bankruptcy Court to seek approval of procedures for a $500 million backstopped debt offering. AbibiBowater is facing opposition from Aurelius Capital Management LP and Contrarian Capital Management LLC, which claim that the Company has sufficient cash to confirm a plan and therefore shouldn't incur the expense of a rights offering. Bloomberg relates that the rights offering is part of the financing for the revised reorganization plan that Abitibi filed in late May along with a disclosure statement telling creditors of each of the more than 30 affiliated companies how much they stand to recover. The hearing for approval of the disclosure statement, a prerequisite to voting on the plan, is scheduled for July 7. The June 11 hearing is intended to set up auction procedures to determine who will make the best offer to backstop the offering. In return for providing 22% of the backstop for $500 million offering, Fairfax Financial Holding Ltd. would receive a release of the fraud claim. Bloomberg continues that Aurelius and Contrarian join arms with the indenture trustee for the 7.95% notes who in addition contends that approving the backstop improperly requires waiving a claim that Bowater's guaranty for $387.3 million was a fraudulent transfer because Bowater received nothing in return. The noteholders' indenture trustee argues that the waiver will cost Bowater creditors $200 million. In addition to the claim waiver, the backstop parties would receives fees ranging between $15 million and $30 million, according to the indenture trustee. About AbitibiBowater AbitibiBowater produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ACTION MOTORS: Judge Confirms Liquidation Plan ---------------------------------------------- American Bankruptcy Institute reports that bankruptcy Judge Alan Shiff has confirmed the liquidation plan of shuttered car dealership Action Motors Corp. In 2009, Action Motors Corporation filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Connecticut, listing more than $1.1 million in debt, including $100,000 in back taxes to Connecticut and New York. AIRTRAN HOLDINGS: Files Tender Offer Statement on Notes Buyback --------------------------------------------------------------- AirTran Holdings, Inc., filed with the Securities and Exchange Commission a Tender Offer Statement on Schedule TO relating to the right of each holder of the Company's 7% Convertible Notes due 2023 to sell -- and the obligation of the Company to purchase -- the Notes upon the terms and subject to the conditions set forth in the Indenture, dated as of May 7, 2003, between the Company and AirTran Airways, Inc., as guarantor, and Wilmington Trust Company, as trustee. The Company is the issuer of the Notes and is obligated to purchase all of the Notes for which Holders validly exercise the Put Option in cash pursuant to the terms and subject to the conditions set forth in the Indenture and the Notes. The Notes are convertible into shares of common stock, par value $0.001 per share, of the Company, subject to the terms, conditions and adjustments specified in the Indenture and the Notes. As reported by the Troubled Company Reporter on June 9, 2010, the Put Option entitles each holder of the Notes to require AirTran to repurchase all or part of such holder's Notes at a price, in cash, equal to $1,000 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest up to, but excluding, July 1, 2010, upon the terms and subject to the conditions set forth in the Notes and the indenture governing the Notes. The Repurchase Date is an interest payment date under the terms of the Notes; accordingly, interest accrued up to, but excluding, the Repurchase Date will be paid to record holders as of the regular record date immediately preceding such interest payment date, and AirTran, therefore, expects that there will be no accrued and unpaid interest due as part of the repurchase price. As of May 26, 2010, there was $95.8 million in aggregate principal amount of the Notes outstanding. If all outstanding Notes are surrendered for repurchase pursuant to the Put Option, the aggregate cash purchase price will be $95.8 million. AirTran intends to use cash on hand to finance the Put Option. The Notes are, subject to certain conditions, convertible into 89.9281 shares of AirTran common stock per $1,000 principal amount of the Notes. On May 26, 2010, the closing sales price of AirTran common stock on the New York Stock Exchange was $5.50 per share. Noteholders' opportunity to exercise the Put Option commences today, June 3, 2010, and will terminate at 5:00 p.m., New York City time, on July 1, 2010. To exercise the Put Option, a holder must follow the transmittal procedures set forth in AirTran's company repurchase notice to holders, which is available through The Depository Trust Company and Wilmington Trust Company. Holders may withdraw any previously tendered Notes pursuant to the terms of the Put Option at any time prior to 5:00 p.m., New York City time, on July 1, 2010 or as otherwise provided by applicable law. A full-text copy of the COMPANY REPURCHASE NOTICE TO HOLDERS OF THE 7% CONVERTIBLE NOTES is available at no charge at http://ResearchArchives.com/t/s?64a6 About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. As of February 1, 2010, the Company operated 86 Boeing B717-200 aircraft and 52 Boeing B737-700 aircraft offering approximately 700 scheduled flights per day to 63 locations in the United States, including San Juan, Puerto Rico, and to Orangestad, Aruba, Cancun, Mexico, and Nassau, The Bahamas. At March 31, 2010, the Company had total assets of $2,285,822,000 against total current liabilities of $754,073,000, long-term capital lease obligations of $15,017,000, long-term debt of $906,479,000, other liabilities of $110,013,000, deferred income taxes of $4,206,000, and derivative financial instruments of $9,349,000, resulting in $486,685,000 in stockholders' equity. * * * As reported by the Troubled Company Reporter on December 28, 2009, Moody's Investors Service raised its ratings of AirTran Holdings' corporate family and probability of default ratings each to Caa1 from Caa2. The 'Caa1' corporate family rating considers the still high leverage and AirTran's exposure to cyclical risks in the airline industry. The airline's carries a corporate credit rating of CCC+/Stable/-- from Standard & Poor's. ALL SEASONS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: All Seasons Contracting Inc. dba All Seasons Contracting & Landscaping, Inc. All Seasons Contracting & Painting, Inc. 5000 Van Epps Road Independence, OH 44131 Bankruptcy Case No.: 10-15482 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Arthur I. Harris Debtor's Counsel: Richard H. Nemeth, Esq. 526 Superior Avenue NE, #410 Cleveland, OH 44114 Tel: (216) 502-1300 E-mail: rhnemeth@yahoo.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 $1,937,218 while debts total $2,838,212. A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohnb10-15482.pdf The petition was signed by Mark Fourtounis, vice president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Fourtounis, Mark & Eugenia 10-15476 06/07/10 AMERICAN CAPITAL: Enters Into Lock Up Agreement with Noteholders ---------------------------------------------------------------- American Capital Ltd. on June 9, 2010, entered into a Lock Up Agreement with certain holders of the Company's unsecured public 6.85% Senior Notes due August 1, 2012 who have represented that they own beneficially approximately 43% of the Public Notes, pursuant to which they agreed, among other things, to: (a) tender their Public Notes in the Company's private offers to exchange its outstanding unsecured public and private notes for cash payments and new secured notes and vote their Public Notes to accept the Company's standby plan of reorganization to the extent possible; (b) cause a meeting of the ad hoc group of holders of Public Notes to be convened and recommend that such holders (i) tender all their Public Notes in the Exchange Offers, (ii) vote their Public Notes to accept the Standby Plan to the extent possible, and (iii) enter into the Lock Up Agreement; and (c) upon the request of the Company, act to support, through the public note steering committee, to reduce the percentage of the principal amount of Public Notes required as a condition to the Exchange Offers from 85% to such percent as may be specified by the Company, but not less than 51%. About American Capital Based in Bethesda, Maryland, American Capital, Ltd. (Nasdaq: ACAS) -- http://www.AmericanCapital.com/-- is a publicly traded private equity firm and global asset manager. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate and structured products. Founded in 1986, American Capital currently has $13.9 billion in capital resources under management and eight offices in the U.S., Europe and Asia. The Company's balance sheet as of March 31, 2010, showed $6.757 billion in assets, $4.231 billion in liabilities, and $2.526 billion of shareholders' equity. AMERICAN CAPITAL: Extends Plan Voting Deadline to June 22 --------------------------------------------------------- American Capital, Ltd. (Nasdaq: ACAS) said June 9 that it has made certain amendments to its private offers to exchange its outstanding unsecured public and private notes for cash payments and new secured notes and its standby plan of reorganization. The Company also announced that it has extended the deadline for tendering into the Exchange Offers and voting on the Standby Plan. The amended terms of the Exchange Offers include an additional exchange option for holders of the Company's unsecured public 6.85% Senior Notes due August 1, 2012. The holders of the Public Notes also now have the right to exchange Public Notes for a series of non-amortizing new notes, which will have a make-whole redemption provision prior to August 1, 2012 similar to that in the current Public Notes and no cash consideration other than the two percent fee and minimum cash payment previously provided. The other terms of the Call-Protected Secured Notes are substantially the same as the terms of the other notes being offered in the Exchange Offers. The amended terms of the Standby Plan include, among others, that all holders of the Public Notes that constitute Class 6, Public Notes Claims, would receive Call-Protected Secured Notes in satisfaction of their claims and would not receive a share of the case payment under the Standby Plan. The Company also entered into a lock-up agreement on June 9, 2010, with certain holders of Public Notes who have represented that they own beneficially approximately 43% of the Public Notes. Because of the amendments to the Exchange Offers and the Standby Plan, the Company has extended (i) the expiration time of the Exchange Offers and the consent solicitation of its outstanding public notes and (ii) the voting deadline of its solicitation of votes to accept the Standby Plan. The Exchange Offers, the Consent Solicitation and the Standby Plan Solicitation will now expire at 11:59 p.m., New York City time, on June 22, 2010, unless further extended or earlier terminated. A statement from the Company earlier on June 9 said that the deadline was extended from 5:00 p.m. New York City time, on June 8, 2010, until 11:59 p.m., New York City time, on June 9, 2010. Each holder of the Private Notes and Public Notes (other than certain holders who held $100,000 or less of Public Notes on April 30, 2010) who has prior to June 9, 2010, tendered its notes in the Exchange Offers has the right to withdraw such tender at any time prior to the scheduled expiration time on June 22, 2010 (without giving effect to any further extension). Any creditor that has previously submitted a properly completed ballot may change its vote for acceptance or rejection of the Standby Plan at any time prior to the new voting deadline on June 22, 2010, as the same may be extended. The Company has been advised of these information by, as applicable, the exchange agent for the Exchange Offers and the voting agent for the Standby Plan, as of 5:00 p.m. New York City time on June 9, 2010: * With regard to lenders under the Company's existing credit agreement, whose approximately $1.4 billion of claims constitute Class 3, Existing Credit Agreement Claims, under the Standby Plan, all of the lenders by outstanding principal amount participated in the solicitation of votes for the Standby Plan, with 100% in principal amount and 100% in number of votes cast supporting the Standby Plan. Although the lenders under the existing credit agreement do not participate in the Exchange Offers, as previously announced, they are parties to a lock-up agreement pursuant to which they are obligated to undertake a restructuring of the credit agreement on terms equivalent to those offered to the holders of the Company's unsecured public and private notes in the Exchange Offers. * With regard to the holders of the Company's unsecured private notes, whose approximately $406 million in claims constitute Class 4, Private Notes Claims, under the Standby Plan, approximately 70% of holders by outstanding principal amount participated in the solicitation of votes for the Standby Plan, of which 100% in principal amount and 100% in number of votes cast supported the Standby Plan. With regard to the Exchange Offers, the following unsecured private notes have been tendered: -- $83.7 million in aggregate principal amount (100%) of outstanding 5.92% Senior Notes, Series A due September 1, 2009. -- $94.9 million in aggregate principal amount (100%) of outstanding 6.46% Senior Notes, Series B due September 1, 2011. -- $134.2 million in aggregate principal amount (100%) of outstanding 6.14% Senior Notes, Series 2005-A due August 1, 2010. -- None of the outstanding Floating Rate Senior Notes, Series 2005-B due October 30, 2020. -- EUR14.8 million in aggregate principal amount (100%) of outstanding 5.177% Senior Notes, Series 2006-A due February 9, 2011. -- GBP3.3 million in aggregate principal amount (100%) of outstanding 6.565% Senior Notes, Series 2006-B due February 9, 2011. * With regard to the holders of the Company's unsecured public 6.85% Senior Notes due August 1, 2012, whose approximately $550 million in claims constitute Class 6, Public Notes Claims, under the Standby Plan, approximately 79.7% of holders by outstanding principal amount participated in the solicitation of votes for the Standby Plan, of which approximately 5.71% in principal amount and 14.0% in number of votes cast supported the Standby Plan. With regard to the Exchange Offers, $37.4 million in aggregate principal amount (approximately 6.8%) of outstanding unsecured public notes have been tendered and the same percentage has voted in favor of the Consent Solicitation. * With regard to the holders of the Company's outstanding swap agreements, whose claims constitute Class 7, Swap Claims, under the Standby Plan, all of the holders by notional amount participated in the solicitation of votes for the Standby Plan, with 100% in notional amount and 100% in number of votes cast supporting the Standby Plan. Enough Acceptances for Cramdown Plan Bill Rochelle at Bloomberg News reports that American Capital now has enough acceptances from two of three affected creditor classes to implement a restructuring through a so-called cramdown in Chapter 11. Mr. Rochelle notes that with acceptances from 70% of the $406 million in private notes, the class would be accepting if American Capital implements the restructuring, now that the required two- thirds affirmative vote has been achieved. Holders of all of the $1.4 billion on the existing credit agreement previously voted in favor should Chapter 11 be required. About American Capital Based in Bethesda, Maryland, American Capital, Ltd. (Nasdaq: ACAS) -- http://www.AmericanCapital.com/-- is a publicly traded private equity firm and global asset manager. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate and structured products. Founded in 1986, American Capital currently has $13.9 billion in capital resources under management and eight offices in the U.S., Europe and Asia. The Company's balance sheet as of March 31, 2010, showed $6.757 billion in assets, $4.231 billion in liabilities, and $2.526 billion of shareholders' equity. AMERICAN INT'L: US Gov't Likely to Keep Stake Through 2012 ---------------------------------------------------------- The Wall Street Journal's Serena Ng reports that the bipartisan Congressional Oversight Panel concluded that the U.S. government, which owns nearly 80% of American International Group Inc., is likely to "remain a significant shareholder in AIG through 2012" and it is unclear if taxpayers "will ever be repaid in full." According to the Journal, the watchdog panel said in a 300-page report that U.S. taxpayers "remain at risk for severe losses" and that the government didn't act aggressively enough to protect U.S. taxpayers during the 2008 rescue. The Journal notes the report contrasted with more optimistic comments Wednesday by Federal Reserve Chairman Ben Bernanke before a U.S. House panel. As reported by the Troubled Company Reporter on June 10, 2010, Dow Jones Newswires' Michael R. Crittenden said Federal Reserve Chairman Ben Bernanke reiterated the expectation of central-bank officials that AIG will be able to repay the aid it received from taxpayers. Dow Jones said 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. According to the Journal's Ms. Ng, a Fed spokesman said the central bank believes the actions it took to rescue AIG in September 2008 were necessary and disagrees with "the view that there were any better alternatives that were workable in the extreme circumstances of the time. It added that policymakers need "much better tools for dealing with such situations in the future," the Journal notes. According to the TCR, Dow Jones said 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 noted 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. AMERICAN INT'L: Ordered to Produce Docs. in $1-Bil. Fraud Case -------------------------------------------------------------- U.S. Magistrate Judge Sidney I. Schenkier has ordered American International Group Inc. to turn over as many as 400,000 documents to competitors that have sued the insurance giant over an alleged $1 billion workers' compensation fraud scheme, according to Bankruptcy Law360. The judge said AIG will have to review all 400,000 documents it has collected for privileged information and produce nonprivileged documents on a rolling basis, Law360 relates. 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: Can Still Get $35.5-Bil. from AIA, Treasury Says ---------------------------------------------------------------- Hugh Son at Bloomberg News reports that the U.S. Treasury Department said that American International Group Inc. may still receive $35.5 billion for an Asia division after a purchase agreement with Prudential Plc collapsed last week. AIG may hold an initial public offering in Hong Kong for AIA Group Ltd., the Congressional Oversight Panel said June 10 in a report, citing conversations with Jim Millstein, chief restructuring officer of the Treasury. "Treasury officials have indicated to the panel that they believe that AIG will be able to realize value equivalent to the $35.5 billion negotiated sale price through an alternate strategy, perhaps involving an IPO," said the panel, led by Harvard University law professor Elizabeth Warren, according to Bloomberg News. The March 1 deal to sell AIA to Prudential failed after the London-based insurer's investors balked at the price and AIG rejected a reduced offer. 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: Kushner Said to Offer to Buy Stake in Apartments ---------------------------------------------------------------- Kushner Cos. is seeking to buy American International Group Inc.'s equity stake in about 17,000 apartments, almost three years after selling the units near the property market's peak, Bloomberg News reported, citing a person with knowledge of the bid. According to Bloomberg, the person aware of the ongoing talks said that Kushner offered $165 million to $190 million for the equity interest. Bloomberg recounts that AIG and Morgan Properties agreed in June 2007 to buy the 86 complexes for $1.9 billion, mostly in debt. The insurer is weighing a sale of its stake in the venture as it seeks to repay a $182.3 billion government rescue, two people with knowledge of the talks said May 26. Morgan may also buy out the interest, the people said. 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. AMR CORP: CEO to Report on Performance & Outlook at BoA Meet ------------------------------------------------------------ Gerard Arpey, chairman, president, and chief executive officer of AMR Corporation, will speak at the Bank of America - Merrill Lynch 2010 Global Transportation Conference on Tuesday, June 15, 2010, at 12:50 p.m. (Eastern Time). Mr. Arpey's presentation will focus on AMR's recent financial performance and the outlook for the future. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At March 31, 2010, the Company had total assets of $25.525 billion against total current liabilities of $8.241 billion, long-term debt, less current maturities of $9.861 billion, obligations under capital leases, less current obligations of $559 million, pension and postretirement benefits of $7.531 billion, and other liabilities, deferred gains and deferred credits of $3.225 billion, resulting in stockholder's deficit of $3.892 billion. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. ANDREW L YOUNG: Has Until August 10 to Propose Chapter 11 Plan -------------------------------------------------------------- The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois directed Andrew L. Young, et al., to file their explanatory Disclosure Statement and Chapter 11 Plan by August 10, 2010. The Court will hold a pre-confirmation hearing on August 17 at 10:00 a.m. Wadsworth, Illinois-based Andrew L. Young filed for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. N.D. Ill. Case No. 09-44322). Gregory K. Stern, Esq., at Gregory K. Stern, P.C., 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. BISTATE BISTRO: Lease Dispute Prompted Chapter 11 Filing -------------------------------------------------------- As previously reported by the Troubled Company Reporter, Bistate Bistro Associates LP, together with two affiliates, early this month, sought bankruptcy protection under Chapter 11 (Bankr. E.D. Miss. Case No. 10-10710), listing assets of less than $50,000 and debts of between $1 million and $10 million. According to St. Louis Today, the filing came after the Company was accused in a lawsuit of prematurely ending a lease agreement of one of its store properties. The Company, according to the report, also violated a loan covenant with a creditor and defaulted in April 2009. Bistate Bistro Associates LP owns five TGI Friday's restaurants in St. Louis, Missouri. BP PLC: Proposed Dividend Suspension to Hit Pensioners ------------------------------------------------------ To recall, a group of lawmakers have called on BP Plc Chief Executive Officer Tony Hayward to stop dividends until the bills for the cleanup and liabilities in connection with the Gulf of Mexico oil spill are paid. According to report, shares in BP fell amid fears that it will bow to U.S. political pressure to cut dividends. Shareholders got $10 billion in payouts last year. BP, however, said June 10 its share price collapse is not justified. "BP faces this situation as a strong company. In March, we indicated that the company's cash inflows and outflows were balanced at an oil price of around $60/barrel. This was before the costs of the incident." "Under the current trading environment, we are generating significant additional cash flow. In addition, our gearing is currently below the bottom of our targeted range. Our asset base is strong and valuable, with more than 18bn barrels of proved reserves and 63bn barrels of resources as at the end of 2009. All of the above gives us significant capacity and flexibility in dealing with the cost of responding to the incident, the environmental remediation and the payment of legitimate claims." BP Able to Pay for Spill & Dividends According to a report by Brian Swint at Bloomberg News, analysts have said that BP could pay local victims of the spill and shareholders at the same time. With profit of more $20 billion last year, debt levels below its preferred range of 20% to 30% and open lines of credit, Fitch Ratings analyst Jeffrey Woodruff said June 4 that BP can probably afford to both pay for the cleanup and the dividend, according to Bloomberg. According to Bloomberg, that didn't stop Fitch and Moody's Investor Services from downgrading BP bonds by one level as the costs from the cleanup mount. BP said June 7 it has spent $1.25 billion so far, or about $27 million a day. Credit Suisse estimates that the total cost of the spill may reach $37 billion. "You won't lose votes bashing banks or big oil," said David Hart, an analyst at Westhouse Securities Ltd. in London. "There are real concerns about the impact of the spill on the economy and environment in the Gulf, but politicians haven't worked out that BP is probably capable of making a 100 percent effort on the spill and also maintaining the dividend." Many pension funds in the U.K. hold stocks in proportion to the FTSE Index and so haven't sold as GBP50 billion ($73 billion) was wiped off BP's market value since the accident, according to the National Association of Pension Funds. BP's weighting in the index implies that the company accounts for about 1.5 percent of all U.K. pension fund holdings, the NAPF said. "It's a horrible thing that happened, but how do you decide a fisherman has priority over a grandmother who needs a pension to sustain herself?" said Christine Tiscareno, an analyst at Standard & Poor's in London. "The company's not running away from any of its obligations, and if it were up to Tony, they would pay the dividend." About BP Plc 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%. BP PLC: Bonds, CD Swaps Trade Like Junk --------------------------------------- Bloomberg News reports that BP Plc bonds and credit-default swaps are trading as if the energy company has lost its investment-grade rating as costs mount from the worst oil spill in U.S. history. BP's $3 billion of 5.25% notes due in 2013 fell as low as 89.94 cents on dollar June 9, a record, pushing the yield to 7.57 percentage points more than Treasuries. The spread compares with an average of 7.26 percentage points for junk bonds, Bank of America Merrill Lynch indexes show. The cost to protect $10 million of BP debt for a year with credit- default swaps more than doubled over the past two days to $734,000, according to CMA DataVision. It was $29,000 on April 30. About BP Plc 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%. BRADLEY WARKENTIN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Bradley Ray Warkentin aka Brad R. Warkentin Bradley R. Warkentin dba AAA Builidng Maintenance P.O. Box 7735 Bend, OR 97708 Bankruptcy Case No.: 10-35332 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court District of Oregon Judge: Randall L. Dunn Debtor's Counsel: Anthony V. Albertazzi, Esq. 44 NW Irving Avenue Bend, OR 97701 Tel: (541) 317-0231 E-mail: ecfnotices@albertazzilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtor says that assets total $1,146,880 while debts total $1,857,146. A copy of the Debtor's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/orb10-35332.pdf The petition was signed by the Debtor. BROWN PUBLISHING: Files Schedules of Assets and Liabilities ----------------------------------------------------------- The Brown Publishing Company filed with the U.S. Bankruptcy Court for the Eastern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $535,095 B. Personal Property $64,474,069 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $100,412,319 E. Creditors Holding Unsecured Priority Claims $42,522 F. Creditors Holding Unsecured Non-priority Claims $2,492,334 ----------- ----------- TOTAL $65,009,164 $102,947,175 Headquartered in Cincinnati, Ohio, The Brown Publishing Company owns business publications in Ohio, Utah, Texas, South Carolina, New York, and Iowa. Brown publishes 15 daily, 32 weekly, 11 business and 41 free publications. There are also 51 websites. Seventy-eight of the publications are in Ohio. Brown publishes Dan's Papers, the weekly newspaper with the largest circulation in the area of eastern Long Island, New York, known as the Hamptons. Brown also publishes the Montauk Pioneer, which it calls the official newspaper of Montauk, New York. The Company filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295). Edward M. Fox, Esq., at K&L Gates LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000 as of the Petition Date. BROWN PUBLISHING: U.S. Trustee Forms 7-Member Creditors Panel ------------------------------------------------------------- Christine H. Black, assistant U.S. Trustee for Region 2, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of The Brown Publishing Company. The Creditors Committee members are: 1. GSO/Blackstone Debt Funds Management LLC Attn: James Roche 280 Park Avenue 11th Floor Building East New York, NY 10017 2. R.R. Donnelley & Sons Company Attn: Dan Pevonka 3075 Highland Parkway Downers Grove, IL 60515 3. The Associated Press Attn: Dave Tomlin 450 W. 33rd Street, 16th Floor New York, NY 10001 4. Richard and Deborah Connor 15 North Main Street Wilkes-Barre, PA 18711 5. Panaprint, Inc. Attn.: Christian Collins P.O. Box 10297 Macon, GA 31297 6. J. Culley Imaging Attn.: James C. Barragan Jr. 7520 Glenshannon Circle Dallas, TX 75225 7. AFL Web Printing Attn: Carmen J. Danze 2 Executive Drive Vorhees, NJ 08043 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. Headquartered in Cincinnati, Ohio, The Brown Publishing Company owns business publications in Ohio, Utah, Texas, South Carolina, New York, and Iowa. Brown publishes 15 daily, 32 weekly, 11 business and 41 free publications. There are also 51 websites. Seventy-eight of the publications are in Ohio. Brown publishes Dan's Papers, the weekly newspaper with the largest circulation in the area of eastern Long Island, New York, known as the Hamptons. Brown also publishes the Montauk Pioneer, which it calls the official newspaper of Montauk, New York. The Company filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295). Edward M. Fox, Esq., at K&L Gates LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000 as of the Petition Date. CALIFORNIA COASTAL: Bandera Partners Owns 11.2% of Common Stock --------------------------------------------------------------- Bandera Partners LLC , et al., disclosed that as of May 26, 2010, they may be deemed to beneficially own shares of California Coastal Communities Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Bandera Partners LLC 1,228,692 11.2% Gregory Bylinsky 1,228,692 11.2% Jefferson Gramm 1,228,692 11.2% Andrew Shpiz 1,228,692 11.2% The percentages of ownership are based on 10,995,902 shares of common stock, par value $0.05, issued and outstanding as of May 13, 2010, as reported in California Coastal's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2010. A full-text copy of Bandera Partners LLC 's Schedule 13G is available for free at http://researcharchives.com/t/s?6491 About California Coastal Irvine, Calif.-based California Coastal Communities, Inc. -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company with properties owned or controlled primarily in Orange County, California, and also in Lancaster in Los Angeles county. The Company's primary asset is a 356-home luxury coastal community known as Brightwater in Huntington Beach, California. California Coastal Communities, Inc. and certain of its direct and indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Debtors in their restructuring efforts. In their petition, the Debtors listed between $100 million and $500 million in assets and between $100 million and $500 million of debts. On March 26, 2010, the Company filed a proposed disclosure statement and proposed joint plan of reorganization with the Bankruptcy Court, neither of which has been approved. The proposed joint plan provides for the extension of the Revolving Loan and the Term Loan to enable the Company to complete construction and sale of the homes at its Brightwater project. A majority of the Company's lenders are opposed to the plan as filed. At March 31, 2010, the Company's balance sheet showed $249.0 million in assets, $218.0 million of liabilities, and $31.0 million of stockholders' equity. CALIFORNIA COASTAL: ING Groep Ceases to Own Shares of Common Stock ------------------------------------------------------------------ ING Groep N.V., ING Capital LLC, and ING Global Investment Strategies LLC diclose that on June 1, 2010, they have ceased to beneficially own shares of common stock, $0.05 par value per share of California Coastal Comunities, Inc. A full-text copy of Amendment No. 5 to the Schedule 13D is available at no charge at http://researcharchives.com/t/s?649f About California Coastal Irvine, Calif.-based California Coastal Communities, Inc. -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company with properties owned or controlled primarily in Orange County, California, and also in Lancaster in Los Angeles county. The Company's primary asset is a 356-home luxury coastal community known as Brightwater in Huntington Beach, California. California Coastal Communities, Inc. and certain of its direct and indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09- 21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Debtors in their restructuring efforts. In their petition, the Debtors listed between $100 million and $500 million in assets and between $100 million and $500 million of debts. On March 26, 2010, the Company filed a proposed disclosure statement and proposed joint plan of reorganization with the Bankruptcy Court, neither of which has been approved. The proposed joint plan provides for the extension of the Revolving Loan and the Term Loan to enable the Company to complete construction and sale of the homes at its Brightwater project. A majority of the Company's lenders are opposed to the plan as filed. At March 31, 2010, the Company's balance sheet showed $249.0 million in assets, $218.0 million of liabilities, and $31.0 million of stockholders' equity. CBI HOLDING: Ernst & Young Wins Rehearing of Malpractice Damages ---------------------------------------------------------------- Bankruptcy Law360 reports that Ernst & Young LLP has won a rehearing of an appeal of a damages calculation ruling in a fraud and malpractice case brought by its bankrupt client CBI Holding Co. Inc., a procedural victory that could trim E&Y's damages in the bankruptcy case by as much as $16 million. CBI Holding Company, Inc., and its pharmaceutical wholesale distributor affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 94-B-43819) in 1994. Bankruptcy Services, Inc., is the court-appointed successor to CBI's claims. BSI sued (Bankr. S.D.N.Y. Adv. Pro. No. 96-9143A) Ernst & Young in 1996. CHAND ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Chand Enterprises, Inc. dba Ramada Inn dba Super 8 Inn 900 Friday Road Cocoa, FL 32926 Bankruptcy Case No.: 10-09900 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Prabodh C. Patel, Esq. Straus & Patel, P.A. 118 West Orange Street Altamonte Springs, FL 32714 Tel: (407) 331-5505 Fax: (407) 331-6308 E-mail: lpather@strauspatel.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-09900.pdf The petition was signed by Krishan Chhabra, company's president. CINCINNATI BELL: COO Brian Ross to Resign Effective August 8 ------------------------------------------------------------ Brian A. Ross, chief operating officer of Cincinnati Bell Inc., said he intends to resign from his post effective August 8, 2010, to pursue new opportunities. In connection with his departure and to ensure a smooth transition of his responsibilities, Mr. Ross and the Company entered into a Consulting Agreement to allow the Company to continue to receive during a reasonable transition period the benefit of Mr. Ross's unique and valuable knowledge and expertise with respect to the business of the Company. Under the Consulting Agreement, in exchange for a monthly consulting fee of $85,000, Mr. Ross will provide assistance and expertise to the management of the Company on various matters relating to the conduct of the Company's business. In particular, Ross will provide assistance with regard to: a) finalization of the 2011 Financial Plan; b) preparation of materials for the 2010 Board of Directors Strategy Meeting; c) evolution of a Management Succession Plan; d) selection of a successor to the Chief Operating Officer position; e) reorganization of the leadership structure for the Company and its telephone and wireless operating units, and such other matters as may be requested by the Chief Executive Officer of the Company. During the term of the Consulting Agreement, Mr. Ross will be an independent contractor of the Company and not an employee. Consequently, he will be treated as having incurred a separation from service effective as of the Effective Date for purposes of the Company's deferred compensation and employee benefit plans. The term of the Consulting Agreement will continue for nine months after the Effective Date, unless terminated or extended in accordance with the terms of the Consulting Agreement. About Cincinnati Bell Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio, provides telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana. CBB generated $1.3 Billion in revenues in 2009. * * * According to the Troubled Company Reporter on May 26, 2010, Standard & Poor's Ratings Services assigned its issue-level and recovery ratings to Cincinnati, Ohio-based Cincinnati Bell Inc.'s proposed $970 million proposed senior secured credit facilities, consisting of a $760 million term loan B due 2017 and a $210 million revolving credit facility due 2014. S&P rated the facilities 'BB' (two notches higher than S&P's 'B+' corporate credit rating on the company) with a recovery rating of '1', indicating S&P's expectations of very high (90% to 100%) recovery for lenders in the event of a payment default. Moody's Investors Service has corrected a press release on Cincinnati Bell Inc.'s rating. Moody's substituted "B2" for "B1" in the fifth paragraph Downgrades, fifth line "Senior Unsecured Regular Bond/Debenture, Downgraded to B2, LGD4, 61% from Ba3, LGD4, 53%". CIT GROUP: Analyst Won't Rule Out Acquisition by Larger Bank ------------------------------------------------------------ Dow Jones Newswires' Aparajita Saha-Bubna relates that Sameer Gokhale, an analyst at Keefe, Bruyette & Woods, doesn't rule out a potential acquisition of CIT Group Inc. by a bank seeking to expand its lending business. "CIT may be better suited to being part of a larger bank," says Mr. Gokhale, according to Dow Jones. Dow Jones relates the lack of cheap funding continues to hamstring CIT, six months after leaving bankruptcy. Dow Jones says CIT's ability to increase deposits is hamstrung by restrictions imposed by banking regulators. Dow Jones explains CIT's inability to increase its deposit base -- a stable and inexpensive funding source -- is forcing it to whittle down its balance sheet. Total assets at the company fell in the first quarter by $2 billion from the end of the year to $58.1 billion as CIT made fewer loans. Dow Jones notes that the longer it takes for CIT to right its funding model, the lower its chances of making it as a stand-alone company and the more likely it is that it will be bought by a bank looking to expand its lending business to midsize firms. About CIT Group CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank holding company with more than $60 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, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the Fortune 500. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were included in the filings. On December 8, the Court confirmed the Debtors' prepackaged plan. On December 11, CIT emerged from bankruptcy. * * * As reported by the Troubled Company Reporter on May 25, 2010, DBRS has assigned various ratings including an Issuer Rating of B (high) to CIT Group Inc. Concurrently, DBRS has assigned a BB (high) rating to CIT's First Lien Secured Credit Facility, a BB (low) rating to the second lien Series B Notes, a B (high) rating to the Series A Notes, a B rating to the Unsecured Long-Term Debt and a Short-Term rating of R-4. The trend on all long-term ratings is Positive. The TCR also said Moody's Investors Service assigned a B3 corporate family rating to CIT Group Inc. Concurrently, Moody's assigned ratings of B1, B3, and Caa1 to CIT's first lien secured debt facilities, second lien secured notes, and senior unsecured notes, respectively. The outlook for the ratings is stable. The TCR said May 3, 2010, Standard & Poor's Ratings Services assigned its 'B+/B' counterparty credit rating to CIT. The outlook is positive. At the same time, S&P assigned its 'BB' rating to the company's first-lien secured credit facility, indicating its high confidence of full recovery of principal. S&P also assigned its 'B+' rating to the company's second-lien secured notes and 'B' rating to the unsecured debt, reflecting those issues' lower relative recovery prospects. CIT GROUP: Former CEO, Others Officers Must Defend Lawsuit ---------------------------------------------------------- Dow Jones Daily Bankruptcy Review reports that a judge has said former CIT Group Inc. Chief Executive Jeffrey Peek and a group of current and former directors and officers must defend a shareholder lawsuit over alleged misstatements about the lender's financial condition. About CIT Group CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank holding company with more than $60 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, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the Fortune 500. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were included in the filings. On December 8, the Court confirmed the Debtors' prepackaged plan. On December 11, CIT emerged from bankruptcy. * * * As reported by the Troubled Company Reporter on May 25, 2010, DBRS has assigned various ratings including an Issuer Rating of B (high) to CIT Group Inc. Concurrently, DBRS has assigned a BB (high) rating to CIT's First Lien Secured Credit Facility, a BB (low) rating to the second lien Series B Notes, a B (high) rating to the Series A Notes, a B rating to the Unsecured Long-Term Debt and a Short-Term rating of R-4. The trend on all long-term ratings is Positive. The TCR also said Moody's Investors Service assigned a B3 corporate family rating to CIT Group Inc. Concurrently, Moody's assigned ratings of B1, B3, and Caa1 to CIT's first lien secured debt facilities, second lien secured notes, and senior unsecured notes, respectively. The outlook for the ratings is stable. The TCR said May 3, 2010, Standard & Poor's Ratings Services assigned its 'B+/B' counterparty credit rating to CIT. The outlook is positive. At the same time, S&P assigned its 'BB' rating to the company's first-lien secured credit facility, indicating its high confidence of full recovery of principal. S&P also assigned its 'B+' rating to the company's second-lien secured notes and 'B' rating to the unsecured debt, reflecting those issues' lower relative recovery prospects. DANIEL CHANG: Trustmark National Wants Ch. 11 Case Dismissed ------------------------------------------------------------ The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi will consider at a hearing on June 30, 2010, at 1:30 p.m., the motion by a secured lender to dismiss the Chapter 11 case of Daniel K. Chang and Julia W. Chang, or, in the alternative, to bifucate Palm Court, LLC, and First Corporate Center, LLC, into their own separate Chapter 11 cases. The hearing will be held at the U.S. Bankruptcy Courtroom, 7th Floor, Dan M. Russell, Jr. U.S. Courthouse, 2012 15th Street, Gulfport, Mississippi. Objections, if any, are due on June 25, 2010. Secured lender, Trustmark National Bank, explained that (i) the Changs lacked of good faith in filing the petition; (ii) the Changs attempted to manipulate Mississippi LLC law to effect an impermissible offensive substantive consolidation; (iii) Palm Court and First Corporate Center are eligible for filing as individual LLC entities. Gautier, Massachusetts-based Daniel K. Chang and Julia W. Chang -- dba Avery Investments, LLC; Brendan Cee & Company, LLC; First Corporate Center, LLC; Hilltop Investments, LLC; J.D. Brash, LLC; Magnolia Professional Center, LLC; Old Spanish Farm, LLC; and Palm Court, LLC -- filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D. Miss. Case No. 10-51012). Nicholas Van Wiser, Esq., who has an office in Biloxi, Massachusetts, 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 debts. DAYTON OAKS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Dayton Oaks, LLC 13717 Springdale Drive Clarksville, MD 21029 Bankruptcy Case No.: 10-22702 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Nancy V. Alquist Debtor's Counsel: Gary R. Greenblatt, Esq. Mehlman, Greenblatt & Hare, LLC 723 South Charles Street Suite LL3 Baltimore, MD 21230 Tel: (410) 547-0300 Fax: (410) 547-7474 E-mail: grgreen@mehl-green.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Dale H. Thompson, president of Dale Thompson Builders, Inc., and managing member of DTB Holdings, LLC. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Keyser Thompson LLC 22 lots at $490k $4,200,000 10706 Beaver Dam Road each (value based Cockeysville, MD 21030 upon average sales of 6 lots sold over last year) Regal Bankcorp 22 lots at $490k $2,622,667 11436 Cronhill Drive, each (value based Unit 1 upon average sales Owings Mills, MD 21117 of 6 lots sold over last year) M.T. Laney Company, Inc. $62,226 Creative Touch Interiors (CTI) $31,937 C. Richard Metcalfe, Inc. $29,875 Whalen's Home $18,200 Improvements Crist Masonry, Inc. $16,100 Jonathan N. Gibbs $11,127 C. Richard Metcalfe, Inc. $9,910 CLSI $7,173 Contractor's Services, Inc. $5,978 Wayne Drywall Company, Inc. $5,514 Frederick Brick Works, Inc. $4,385 BG & E $2,663 Ingleside Plantation $2,564 Nurseries G&J Customized Security $2,223 Systems, LLC The Bartley Corporation $1,955 Kendall Hardware, Inc. $1,930 TW Perry/WT Galliher $1,628 New Home Directory $1,560 DEER VALLEY: Can Incur $2.5 Million Loan from Inland Mortgage ------------------------------------------------------------- The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona authorized Hannay Investment Properties, Inc., the receiver for the property of Deer Valley Medical Center, L.L.C., to obtain additional $2,500,000 postpetition, secured financing from Inland Mortgage Capital Corporation. Prepetition, the Debtor availed a $21.7 million construction loan from Inland, secured by a deed of trust in first position on that certain real property located at 20414 North 27th Avenue, Phoenix, Arizona aka Deer Valley Medical Center. The Debtor would use the loan to finance its business operations, postpetition. The loan will bear interest at 10% per annum. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will make monthly payments of interest only to Inland. About Deer Valley 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: Files List of 20 Largest Unsecured Creditors --------------------------------------------------------- Deer Valley Medical Center, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona a list of its largest unsecured creditors, disclosing: Entity Claim Amount ------ ------------ Summit West Signs $59,505 335 E. Baseline Road Gilbert, AZ 85233 Cawley Architects $16,552 730 North 52nd St. Phoenix, AZ 85008 Jerry L. Cochran $16,222 Cochran Law Firm, PC 2999 North 44th St., No. 600 Phoenix, AZ 85018 Rauch Hermanson & Everroad, Ltd. $15,666 G Force Communications $11,292 Professional Plants $4,787 Border Glass $2,962 Coyote Glass $2,847 Environmental Controls $1,511 Signal One Security $1,310 Qwest $965 Caruso Turley Scott, Inc. $870 About Deer Valley 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. DUTT, LLC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: DUTT, LLC 2323 West Georgia Road Simpsonville, SC 29680 Bankruptcy Case No.: 10-04068 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Judge: Helen E. Burris Debtor's Counsel: J. Steven Huggins, Esq. 816 Elmwood Avenue Columbia, SC 29201 Tel: (803) 933-0202 E-mail: attyhuggins@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entries. The petition was signed by Manoj Patel, registered agent. EMMA LEE: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Emma Dejillo Lee 2231 Fruit Dale Avenue San Jose, CA 95128 Bankruptcy Case No.: 10-55913 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Roger L. Efremsky Debtor's Counsel: Kenneth R. Graham, Esq. Law Office of Kenneth R. Graham 171 Mayhew Way #208 Pleasant Hill, CA 94523 Tel: (925) 932-0170 Fax: (925) 932-3940 E-mail: krg@elaws.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-55913.pdf The petition was signed by Emma Dejillo Lee. ENNIS HOMES: Plan of Reorganization Wins Court Approval ------------------------------------------------------- The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the Eastern District of California confirmed Ennis Homes, Inc.'s Plan of Reorganization dated as of February 12, 2010. As reported in Troubled Company Reporter on February 17, 2010, according to the Disclosure Statement, the Plan provides for the general unsecured claims to share pro rate these payments each year for the five years immediately after the effective date: a. the lesser of $400,000 or the Debtor's available cash; b. net proceeds from sales of the Debtor's unencumbered assets and collection of unencumbered accounts receivable. The Debtor believe that general unsecured claims will range from $30 million to $63 million after liquidation of unsecured creditors collateral depending on the deficiency amounts allowed to secured creditors. The general unsecured claims include deficiency and guaranty claims of Citizens Business Bank of $22 million, about $20 million of which is only against Ennis Land Development. The Debtor intends to borrow money from Bank of America and United Security Bank. The Debtor and BofA discussed a loan amounting to $8 million to refinance indebtedness and finance the development of residential projects subject to deeds of trust held by BofA. The contemplated financing with the United Security Bank amounts to $1 million for the further development of the Williams ranch Property and for partial pay down of the United Security Bank loan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/EnnisHomes_AmendedDS.pdf About Ennis Homes Inc. Ennis Homes Inc., is a homebuilder in California. Ennis Homes was founded in 1979 by Ben Ennis and has become one of the largest family owned homebuilders in the Central Valley,. Son Brian Ennis serves as President and daughter Pam Ennis acts as Vice President- Marketing of the Company. Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D. Calif. Case No. 09-10848). Hagop T. Bedoyan, Esq., and Jacob L. Eaton, Esq., represent the Debtor as counsel. In its petition, Ennis Homes listed between $100 million and $500 million each in assets and debts. EPICEPT CORP: Stockholders Elect 2 as Directors ----------------------------------------------- EpiCept Corporation's stockholders elected Gerhard Waldheim and A. Collier Smith, M.D., as director to serve for three years, and ratified the selection of Deloitte & Touche LLP as independent registered public accountant. About EpiCept Tarrytown, N.Y.-based EpiCept Corporation is a specialty pharmaceutical company focused on the clinical development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), which when used concomitantly with low-dose interleukin-2 is intended as remission maintenance therapy in the treatment of acute myeloid leukemia, or AML, for adult patients who are in their first complete remission. Following EpiCept's 2009 results, Deloitte & Touche LLP in Parsippany, New Jersey, expressed substantial doubt against Epicept's ability as a going concern. The firm noted that the Company has recurring losses from operations and stockholders' deficit. EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to July 31 ----------------------------------------------------------------- Reorganized Exide Technologies sought and obtained the approval of Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to further extend through July 31, 2010, the time within which it may object to certain claims. Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in Wilmington, Delaware, tells the Court that the Debtors have more than 6,100 proofs of claim that were asserted against them. The Reorganized Debtor and the Committee have made significant progress through the claims reconciliation process since the previous motion seeking an extension of the Claims Objection Bar Date, Ms. Jones says. Since April of 2009, the Reorganized Debtor has made considerable advancements with respect to the remaining, more complex claims, including resolution of certain discovery disputes and continued settlement negotiations. However, despite this substantial progress, the Reorganized Debtor requires additional time to review and resolve the approximately 67 remaining Claims, Ms. Jones relates. The extension provides the Reorganized Debtor and the Committee with necessary time to continue to evaluate the Claims filed against the estate, prepare and file additional objections to Claims and, where possible, consensually resolve Claims, Ms. Jones explains. Prior to the Court's entry of its order, Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in Wilmington, Delaware, stated that upon her verification of the Court's docket, she has determined that the Reorganized Debtor's motion to extend its claims objection deadline had received no objections or responsive pleadings as of the motion's May 18, 2010 objection deadline. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * As reported by the Troubled Company Reporter on July 9, 2008, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of reorganized Exide Technologies, Inc. to 'B3' from 'Caa1'. Exide carries 'B' issuer credit ratings from Standard & Poor's. EXIDE TECHNOLOGIES: Files First Quarter Operating Report -------------------------------------------------------- Exide Technologies Post-Confirmation Quarterly Summary Report Condensed Balance Sheets As of March 31, 2010 (in thousands) Assets Current Assets: Cash $24,568 Accounts Receivables Net 137,455 Intercompany Receivables 16,276 Inventories 160,313 Prepaid Expenses & Other 53,536 ---------- Total Current Assets 392,148 Property, plant & Equipment, Net 261,313 Other intangibles, net 54,879 Investment in affiliates 1,375 Intercompany Notes Receivables 211,480 Deferred Financing Costs and Other 67,136 ---------- TOTAL ASSETS $988,331 ========== Liabilities and Stockholders' Equity Current Liabilities: Current maturities of long term debt $1,501 Accounts payable 87,910 Accrued expenses 70,923 Accrued interest 5,408 Restructuring reserve 334 Liability for warrants 336 Warranty liability 11,233 ---------- Total Current Liabilities 177,645 Long-term debt 475,631 Noncurrent retirement obligations 72,298 Other noncurrent liabilities 63,247 ---------- Total liabilities 788,821 Total stockholders' equity 199,510 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $988,331 ========== Exide Technologies Post Confirmation Quarterly Summary Report Schedule of Cash Flows Quarter Ended March 31, 2010 (in thousands) Beginning Balance $50,911 Cash Receipts: Collection of accounts receivable 340,382 Proceeds from equity issuance - Proceeds from sale of Debtor's assets - All other cash receipts 24,083 ---------- Total cash receipts 364,465 Cash Disbursements: Disbursements made under the Plan, excluding bankruptcy professionals - Disbursements made to bankruptcy professionals 570 Repayment of term loans 325 All other disbursements made in the ordinary course 389,913 ---------- Total Cash Disbursements 390,808 ---------- Ending Cash Balance $24,568 ========== About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * As reported by the Troubled Company Reporter on July 9, 2008, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of reorganized Exide Technologies, Inc. to 'B3' from 'Caa1'. Exide carries 'B' issuer credit ratings from Standard & Poor's. EXTENDED STAY: Amends Plan Due to Centerbridge Winning Bid ---------------------------------------------------------- Extended Stay Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York a Fifth Amended Joint Chapter 11 Plan of Reorganization and Disclosure Statement for 74 of its debtor affiliates on June 8, 2010. ESI further amended the Plan in light of the $3.925 billion offer for plan funding from a group of investors, which include Centerbridge Partners LP, Paulson & Co., and Blackstone Real Estate Associates VI L.P. The Centerbridge group was selected as the winning bidder at a May 27, 2010 auction, beating out another bidder led by Starwood Capital Group and TPG by less than $40 million. The Centerbridge winning bid provides for an all cash purchase of ESA Properties LLC and 73 other debtor affiliates of ESI. The Centerbridge group offered to pay about $3.925 billion in cash and to contribute certificates representing interests in a pre-bankruptcy $4.1 billion mortgage loan for the equity of ESI's debtor affiliates. The amount to be paid will be distributed to creditors in accordance with the Fifth Amended Plan. Among other changes to the offer initially proposed by the Centerbridge group is that the winning bid eliminates the rights offering, cash election and the debt or equity election. Moreover, the Debtors have agreed to increase the cap for reimbursement of expenses from $20 million to $35 million. The Fifth Amended Plan Under the Fifth Amended Plan, CP ESH Investors LLC, a newly formed entity owned by the Centerbridge-led group, will acquire 100% of the common interests in a new company or "NewCo" that will be formed as of the effective date of the Fifth Amended Plan in exchange for $3,615,755,444 in cash and a contribution of mortgage certificates held by CP ESH in the sum of $309,244,555. The Fifth Amended Plan provides that 100% of the equity interests in ESA Properties and other mortgage borrowers as well as the equity interests in other debtor affiliates will be cancelled and reissued to NewCo. The balance of the Debtors will be liquidated and dissolved as of the effective date. NewCo will be owned indirectly by the Centerbridge group through CP ESH or other entities. It will own and control the Debtors' portfolio of about 666 properties, which include 664 hotels, a headquarters building in Spartanburg, South Carolina, and a parcel of undeveloped land located in Minnesota. The holder of the "mortgage facility claim" will receive a cash distribution, the mortgage certificates and interests in a litigation trust that will be established on the effective date of the Fifth Amended Plan. Meanwhile, holders of "mezzanine facilities claims" and general unsecured claims may also receive interests in the litigation trust. As holders of the mortgage loan, Wells Fargo Bank N.A. or the special servicer, CWCapital Asset Management LLC, can exercise voting rights with respect to the "mortgage facility claim" and the "mortgage facility deficiency claim." In conjunction with the auction, CWCapital entered into a Plan Support Agreement pursuant to which it agreed to vote its claims in Classes 2 and 4A to accept the Fifth Amended Plan. Classification of Claims & Equity Interests Under the Fifth Amended Plan, Class 4 was bifurcated into Class 4A designated as the mortgage facility deficiency claim, and Class 4B designated as the mezzanine facilities claims. Class 4A and Class 4B constitute the voting classes. The various claims under the Fifth Amended Plan and their classification and treatment are: Class Type of Claim Claim Treatment ----- ------------- ----------------------------- 1 Priority Claims To be paid in full, in cash. 2 Mortgage Facility The holder of the Allowed Claim Mortgage Facility Claim will receive 100% of the Cash Distribution and the Investor Certificates on the Effective Date, with the Cash Distribution to be distributed in accordance with Section 6.3 of the Plan. The Investor Certificates will be cancelled without any distributions. 3 ESA UD Mortgage The holder of the Allowed ESA Claim UD Mortgage Claim will receive on the Distribution Date the New ESA UD Mortgage Note in full settlement, satisfaction, release and discharge of the Allowed ESA UD Mortgage Claim. 4A Mortgage Facility The holder of the Allowed Deficiency Claim Mortgage Facility Deficiency Claim will receive an interest in the Litigation Trust to the extent that it is a Litigation Trust Beneficiary, which will be distributed pursuant to Section 6.3 of the Plan, subject to the terms of the Intercreditor Agreement. 4B Mezzanine The holders of the Allowed Facilities Mezzanine Facilities Claims Claim will receive interests in the Litigation Trust to the extent that they are Litigation Trust Beneficiaries, which will be distributed pursuant to Section 6.3 of the Plan, subject to the terms of the Intercreditor Agreement. 5 General Unsecured The holders of the General Claims Unsecured Claims will receive an interest in the Litigation Trust to the extent that they are Litigation Trust Beneficiaries. 6 Existing Equity No distribution will be made under the Plan from the Estates in respect of the Existing Equity. On the Effective Date, the certificates that previously evidenced ownership of Existing Equity will be cancelled and will be null and void. 7 ESA MD Properties The holder of the ESA MD Trust Certificate Properties Trust Certificate will retain the certificate. 8 ESA MD Borrower Each holder of ESA MD Borrower Interests Interests will retain its Interests. 9 ESA P Portfolio MD The holder of the ESA P MD Trust Certificate Portfolio Trust Certificate will retain its certificate. 10 ESA P Portfolio MD Each holder of ESA P Portfolio Borrower Interests MD Borrower Interests will retain its interests. 11 ESA Canada Each holder of ESA Canada Properties Properties Interests will Interests retain its interests. 12 ESA Canada Each holder of ESA Canada Properties Properties Borrower Interests Borrower Interests will retain its interests. 13 ESH/TN Properties The holder of the ESH/TN Membership Properties Membership Interest Interests will retain its interest. 14 ESH/ESA General Each holder of ESH/ESA General Partnership Partnership Interests will Interests retain its interests. 15 Other Existing No distribution will be made Equity Interests under the Plan from the Estates in respect of the Other Existing Equity Interests. On the Effective Date, the certificates that previously evidenced ownership of the Other Existing Equity Interests will be canceled and will be null and void. Except for holders of claims or equity in Classes 3, 4A, 4B, 5, 6 and 15, the other holders of claims or interests expect 100% recovery on their claims, interests or certificate. Class 3 claimholders expect a 58.8% recovery while no distribution will be made from the Debtors' estates with respect to Classes 6 and 15. The estimated percentage recovery for holders of claims in Classes 4A to 5 is conditioned on future events. Claims and interests under Classes 2, 3, 4A, 5, 6 and 15 are impaired while the rest are unimpaired. Treatment of ESI The Centerbridge group is not willing to purchase and structure a proposed plan of reorganization that include ESI. ESI's assets are believed to have minimal, if any, value. The treatment of ESI and its creditors have not yet been determined although the Fifth Amended Plan contemplates a settlement between ESI and its 74 debtor affiliates. Pursuant to the settlement, ESI would be released from its guaranty of the mortgage loan and the mezzanine facilities and would grant a release to certain parties in accordance with section 10.10 of the Fifth Amended Plan. It also requires ESI's debtor affiliates and the special servicer to set aside $750,000 to be used to wind down ESI. Meanwhile, the creditors of ESI would be granted an interest in the litigation trust. The Fifth Amended Plan contemplates that the Bankruptcy Court would approve the ESI settlement at or before the hearing to consider confirmation of the Plan. Full-text copies of the Fifth Amended Plan and the Disclosure Statement are available for free at: http://bankrupt.com/misc/ESI_5thAmendedPlan.pdf http://bankrupt.com/misc/ESI_DS5thAmendedPlan.pdf Investment Pact with Winning Bidder In connection with the filing of the Fifth Amended Plan of Reorganization, ESA Properties LLC filed a supplemental motion to modify the relief requested in its motion dated April 30, 2010, to reflect the terms of the winning bid for the plan sponsorship. Centerbridge Partners LP, Paulson & Co., and Blackstone Real Estate Associates VI L.P. emerged as the winner of the May 27, 2010 auction for the Extended Stay plan sponsorship. Centerbridge's $3.9 billion offer was selected as the best bid on the table. "The Debtors are confident that the investment agreement embodying the successful bid is the highest and best bid submitted at the auction and, thus, provides maximum recoveries and distributions to creditors," Extended Stay noted in court papers filed late Tuesday, Reuters cites. ESA Properties earlier filed a motion seeking approval of an Investment and Standby Purchase Agreement with the winning bidder, the disclosure statement and a solicitation and voting process. Among other things, the Supplemental Motion seeks the Bankruptcy Court's approval of an increase in the cap for reimbursement of expenses to $35 million. ESA Properties also filed a set of documents, which include a revised proposed order to reflect the terms of the successful bid. A full-text copy of the revised proposed order is available for free at http://bankrupt.com/misc/ESI_RevisedProposedOrder.pdf The Bankruptcy Court will consider approval of the Supplemental Motion at a June 17, 2010 hearing. Deadline for filing objections is June 10. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FAIRPOINT COMMS: Proposes to Assume Agreements with Suppliers ------------------------------------------------------------- FairPoint Communications and its units, having determined that they have an ongoing need for various supplies and services, filed separate motions in Court informing Judge Lifland of their intention assume certain agreements they have with certain suppliers. The Agreements to be assumed and the Debtors' proposed cure amounts are: Counterparty Type of Agreement Cure Amount ------------ ----------------- ----------- Cisco Webex, LLC Telephony Conferencing $57,671 Services Fiber Technologies Build two fiber optic $10,000 networks to be leased back to the Debtors; supply of collocation and internet services Global Crossing Supply of network and $19,000 Telecommunications, telecom services Inc. ISP Network Technical support $198,480 engineering and customer services Kansys, Inc. Supply of billing $208,999 software & support services Microsoft Supply of software $2,332,547 Licensing, GP licenses Mid America Supply of computer $313,546 Computer Corp. software & related support services Morehead Place, LLC Office space lease $0 Occam Networks, Inc. Supply of software $1,755,858 Inc. hardware and other products PNG Telecommunications Supply of wholesale $515,730 Inc. telephone services Telenetworks Supply of support $212,500 Partners, Ltd. services for dial-up and high-speed internet service Telrite Corp. Supply of wholesale $171,071 telephone services Transaction Supply of critical $461,261 Network information services Services, Inc. Volt Delta Supply of hardware $741,204 Resources, LLC software and support services Wholesale Network Supply of wholesale $138,566 Services, Inc. domestic and international telephone services * * * In separate orders, the Court granted the Debtors' request for authority to assume their agreements with these providers: * Cisco Webex, LLC * Fiber Technologies Networks, LLC * Kansys, Inc. * Microsoft Licensing, GP * Mid America Computer Corp. * Telenetwork Partners, Ltd. * Volt Delta Resources, LLC The Court also approved the amounts the Debtors proposed to cure and satisfy all defaults relating to the assumption of the Agreements with those providers. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry-leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, FairPoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes FairPoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of FairPoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Reaches Deals on Indemnification Provisions ------------------------------------------------------------ A dispute arose between FairPoint Communications and their counterparties to certain executory contracts concerning the applicability of Section 11.4 of the Debtors' Modified Second Amended Plan of Reorganization. The counterparties believe that Section 11.4 aims to release the Debtors from their continuing indemnification obligations on the Plan Effective Date, as it provides that "except as specifically set forth in Section 8.16 of the Plan, as of the Effective Date, FairPoint and Reorganized FairPoint will have no continuing indemnification obligations under any of their executory contracts." In order to resolve the dispute, the Debtors entered into separate stipulations with seven counterparties, specifically granting that despite Section 11.4 of the Plan or the order confirming the Plan, all indemnification obligations set forth under the subject Contracts will remain in effect, provided that the Stipulations will be null and void in the event the Contracts are rejected by the Debtors or the Plan is not confirmed. The Counterparties with which the Debtors entered into stipulation with on the indemnification provisions under the Plan are: * Bangor Hydro Electric Company, Inc. * Central Maine Power Company * Fox Islands Electrical Cooperative, Inc. * Great Works Internet * Maine Public Service Company, Inc. * TD Bank, N.A. * Unitil Energy Systems About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry-leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, FairPoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes FairPoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of FairPoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Second Phase of Plan Hearings Set on July 8 ------------------------------------------------------------ Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern District of New York approved on May 14, 2010, the plan modifications submitted by FairPoint Communication, Inc., and its debtor affiliates in relation to their Second Amended Joint Plan of Reorganization. The Court issued its recent ruling in connection with the confirmation hearings in the Debtors' cases commenced last May 11, 2010. The Plan Modifications were recorded by the Debtors on May 7, 2010, along with the submission of more plan supplements. Judge Lifland further held that the Second Amended Plan with the Modifications is deemed accepted by all creditors who have previously accepted the Plan. The Second Amended Plan was originally filed on March 10, 2010. "[Accordingly,] the record of the Phase I Confirmation Hearing is hereby closed," Judge Lifland ruled. Regulatory Approvals The Debtors are positive of the feasibility of their Plan. "[We] were encouraged by the lack of material objections and the general consensus of support expressed by creditor groups, [at the commencement of the May 11 confirmation hearings]," FairPoint spokeswoman Rose Cummings said, according to Dow Jones Daily Bankruptcy News. Nevertheless, the Debtors acknowledge that aside from a seal of approval from the Bankruptcy Court, they also need to obtain approval of their bankruptcy plan from regulators in Maine, Vermont and New Hampshire to be able to successfully exit bankruptcy protection. The Maine Public Utilities Commission started hearings on the FairPoint Plan on May 4 to 6, 2010. The MPUC reviewed FairPoint's plea to alter its 2008 agreements with regards to the company's acquisition of landlines from Verizon Communications Inc. The Maine regulators are also weighing out the company's request to lift restrictions on the their broadband service costs, to postpone till December 2010 the completion of the first phase of its broadband expansion project, and to lessen by 3% the volume of lines capable of transmitting high-speed internet. Similar hearings are scheduled in New Hampshire and Vermont in late May. Among the issues to be taken up at the regulatory hearings are the regulatory settlement agreements the Debtors have hatched with the Maine, New Hampshire and Vermont regulators. FairPoint spokesperson Ms. Cummings told Dow Jones that the Confirmation Hearing is expected to resume in late June or early July after the state regulators are convinced that FairPoint's proposal meets the regulators' desired requisites. Bloomberg News' Don Jeffrey reported that the second stage of the confirmation hearings was tentatively set for July 8. Modified Second Amended Plan The Second Amended Plan, as modified on May 7, articulates changes that the Debtors intend to make with respect to certain areas of their restructuring process. The Modified Plan injects changes made on the areas of certain claim distributions and terms of office of the Board of Directors. A material change in the Modified Plan is the addition of a litigation trust. Aside from these items that have been modified, the other areas of the Plan generally remain unchanged in context. The items injected or amended provide these terms: A. Creation of a Litigation Trust A litigation trust will be established by Reorganized FairPoint as of the Plan Effective Date for the sole purpose of liquidating litigation trust assets, with no objective to continue or engage in the conduct of a trade or business. The Trust will be formed in accordance with the terms of the Litigation Trust Agreement. FairPoint or Reorganized FairPoint will transfer Litigation Trust Assets to the Litigation Trust, whose transfers will be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other similar tax. If a Cash Payment is made on the Effective Date to the holders of Allowed Prepetition Credit Agreement Claims, then the Litigation Trust Funds will be secured by all of the assets of the Litigation Trust and will be paid to the holders of the Prepetition Credit Agreement Claims before the holders of the Litigation Trust Interests receive any distributions on account of those interests. If, however, a Cash Payment is not made on the Effective Date to the holders of Prepetition Credit Agreement Claims, then the Litigation Trust Funds will be repaid to Reorganized FairPoint before the holders of the Prepetition Credit Agreement Claims or Litigation Trust Interests receive any distributions on account of those interests and Reorganized FairPoint will hold a valid, fully-perfected first priority, senior lien on, and security interest in, all Litigation Trust Assets until the Litigation Trust Funds have been repaid to Reorganized FairPoint. B. Distributions The Modified Second Amended Plan provides that on the Effective Date, holders of Allowed Prepetition Credit Agreement Claims will receive in full their Ratable Proportion of Cash in an amount equal to all Cash and Cash Equivalents of Reorganized FairPoint on the Effective Date in excess of $40 million dollars, minus: -- Cash used to pay or reserved to pay Allowed Unsecured Claims, Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, Secured Tax Claims, and Other Secured Claims; -- Cash used to pay or reserved to pay the members of the Ad Hoc Committee of Senior Noteholders, the Prepetition Credit Agreement Agent, and each Consenting Lender holding greater than 10% of the aggregate Prepetition Credit Agreement Claims on the date that Person became a Consenting Lender for their professionals' fees and Expenses; -- Cash used to pay or reserved to pay (i) service quality index penalties for the 2009 calendar year that are subject to the New Hampshire Public Utilities Commission Regulatory Settlement or the Vermont Department of Public Service Regulatory Settlement; and (ii) any amounts payable on or after the Effective Date; provided, that amounts reserved and not actually paid pursuant to any provision will be released from the Reserve and paid to the holders of the Prepetition Credit Agreement Claims no later than 180 days after the Effective Date; -- Cash used to pay or reserved to pay Success Bonuses; and -- Cash used to pay or reserved to pay Cure Amounts for executory contracts and unexpired leases that are assumed pursuant to the Plan. Moreover, under the Modified Plan, holders of secured debt will get 55% of any amount in the Litigation Trust and unsecured creditors will get the remaining 45% of the Litigation Trust. C. Term of Office of the New Board of Directors Each member of the New Board of Reorganized FairPoint will hold office until the first annual meeting of stockholders to be held following the one-year anniversary of the Plan Effective Date and until his or her successor will have been duly elected and qualified or until that director's earlier death, resignation or removal. Clean and blacklined copies of the Modified Second Amended Plan are available for free at: http://bankrupt.com/misc/FairPt_Modi_2ndAmendedPlan.pdf http://bankrupt.com/misc/FairPt_Modi_2ndAmdPlan_blk.pdf Additional Plan Supplement Simultaneous with the filing of its Modified Second Amended Plan, the Debtors also delivered to the Court a plan supplement on the modified credit agreement form among the Debtors as borrowers, the Bank of America, N.A., as administrative agent and letter of credit issuer and certain lender parties. The Modified Form of Credit Agreement contemplates for the provision of a Revolving Credit Facility of up to $75,000,000 to the Debtors by Bank of America and the certain lender parties. The Revolver Facility has an applicable rate of 3.50% per annum for Base Rate Loans, and 4.50% per annum for Eurodollar Rate Loans. The aggregate consideration under the Facility will not exceed $25,000,000 during the fiscal year ending December 31, 2011, and $75,000,000 during each fiscal year thereafter. The parties have not yet disclosed the aggregate amount the Lenders are willing to commit for the fiscal year ending December 31, 2010. The Debtors clarified that the Modified Form of Credit Agreement is still in its draft form and may be amended or modified. A full-text copy of the Modified Form of Credit Agreement is available for free at: http://bankrupt.com/misc/FairPt_modicredagrmt.pdf Plan is Confirmable, Debtors Aver The Modified Plan is the culmination of extensive, good-faith negotiations among the Debtors, the Lender Steering Committee and the Ad Hoc Committee of Senior Noteholders, James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, averred in a memorandum of law in support of confirmation of the Plan submitted to the Court. All the confirmation requirements of Section 1129 of the Bankruptcy Code have been satisfied with respect to the Plan through filings with the Court and testimonial evidences, Mr. Grogan asserted. The Plan complies fully with the requirements of Sections 1122 and 1123, as well as Sections 1125 and 1126 regarding disclosure and plan solicitation, he averred. It provides for the separate classification of Claims against and Equity Interests in the Debtors; and the classification scheme in the Plan is rational and legitimate, based on valid business, factual, and legal reasons, and not created to manipulate class voting, he maintained. Mr. Grogan further noted that the plan modifications, including the establishment of the Litigation Trust, do not adversely affect the treatment of any Claims or Equity Interests in the Debtors under the Plan. The modifications neither require additional disclosure under Section 1125 nor re-solicitation of votes on the Plan under Section 1126, he maintained. "The modifications incorporated into the Plan comply with Section 1127 of the Bankruptcy Code and Rule 3019 of the Federal rules of Bankruptcy Procedure." The requirements of Section 1129(a)(8) have not been satisfied with respect to the Rejecting Classes, Mr. Grogan averred. Nevertheless, the Plan is still confirmable because the Plan does not unfairly discriminate with respect to the each claim that has not accepted the Plan as noted under the "cram down" requirements of Section 1129(b), he explained. Based on their personal involvement in the formulation process of the Plan, Lisa R. Hood, the Debtors' senior vice president and interim chief financial officer; Meade Monger, managing director of Alix Partners, LLP, the Debtors' restructuring advisors; and Neil Augustine, managing director of Rothschild Inc., the Debtors' investment banker and financial advisor, declared support of the Modified Plan, assuring the Court that the Plan complies with all the applicable provisions of the Bankruptcy Code. Verizon Opposes Litigation Trust Provision A day before the Confirmation Hearing commenced, Verizon Communications Inc. asked Judge Lifland to withhold approval of Modified Second Amended Plan, more particularly the Litigation Trust Agreement pending adequate notice and an opportunity to be heard. In the alternative, Verizon asked the Court to strike the Third Party Injunction from the Litigation Trust Agreement, contending that those provisions enjoin any "Litigation Trust Defendant" including itself from bringing certain claims against unnamed parties. The apparent attempt to impose the Third Party Injunction on less than 24 hours' notice tramples Verizon's right to due process, Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New York, contended. Verizon said it has had no opportunity to adequately protect its rights with respect to "third parties" because it did not receive notice that those rights would be enjoined until less than 24 hours before the Confirmation Hearing. Omnibus Reply to Plan Objections A few days before the Confirmation Hearing started, the Debtors urged Judge Lifland to overrule the objections of certain parties to the confirmation of their Plan of Reorganization. The Debtors contended that in line with their move to obtain confirmation of the Restructuring Plan, they were negotiating a resolution with the objecting parties, particularly (i) AT&T, who's concern is the Plan's alleged limitation of the creditors' right to exercise, setoff, and (ii) Pizzagalli Properties, LLC, whose objection is based on the Plan's purported grant to the Debtors the opportunity to decide whether to reject or assume unexpired leases up to the Effective Date, forcing the landlord to vote on the Plan before it knows whether its lease will be assumed or rejected. Pizzagalli Properties LLC withdrew its objection to the Second Amended Plan based on a separate written agreement with the Debtors. According to James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in New York, the plan confirmation objection filed by Unitil Energy Systems had already been resolved by agreement. The Debtors also sought to address the objection filed by the Universal Service Administrative Company. As earlier reported, USAC objected to the confirmation of the Debtors' Plan, specifically Section 10.9 of the Plan, given that the provision improperly restricts USAC's unqualified right to amend their proofs of claim after the Plan Effective Date. The Debtors argued that Section 10.9 of the Plan does not purport to set an absolute bar to creditors amending their claims after the Effective Date. Instead, that provision would only require a claimant to seek leave of the Debtors or the Court to amend its claim after the Plan Effective Date in accordance with existing case law, and would in no way alter the grounds on which the Court may permit an amendment of a claim, Mr. Grogan elaborated. Against this backdrop, the Debtors asked the Court to overrule the USAC's objection. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry-leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, FairPoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes FairPoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of FairPoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FORD MOTOR: Tries to Jump Star Explorer SUV ------------------------------------------- Bloomberg's BusinessWeek notes that the Ford Explorer, once the top-selling SUV in America, is lagging at No. 13 among utility models. Explorer sales fell 88% over the last decade, from 445,157 in 2000 to 52,190 last year. In the late 1990s, Explorer accounted for most of the profits for Ford Motor Company and its dealers nationwide. According to BW, Ford this summer will unveil a redesigned 2011 Explorer that goes on sale in the fall for about $30,000. Ford has spent $500 million redesigning the model. BW relates that the new Explorer has improve its gas mileage. To get that, Ford cut Explorer's weight by switching the SUV from a heavy pickup truck frame to the same chassis as the Taurus sedan. Designers sculpted the shape to lower wind resistance, further improving fuel economy. However, according to BW, the risk for Ford is that, in its quest for fuel efficiency, it may lower the SUV's perceived utility. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 176,000 employees and about 80 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and, until its sale, Volvo. The company provides financial services through Ford Motor Credit Company. The Company's balance sheet at March 31, 2010, showed $191.9 billion in total assets and $197.4 billion total liabilities, for a stockholders' deficit of $5.4 billion. On May 18, 2010, Moody's Investors Service upgraded the ratings of Ford Motor Company and Ford Motor Credit Company. Ratings raised include Ford's Corporate Family Rating and Probability of Default Rating to B1 from B2, secured credit facility to Ba1 from Ba2, senior unsecured debt to B2 from B3, and trust preferred to B3 from Caa1. The rating outlook for Ford and Ford Credit is stable. FOREST CITY: Closes Financing for East River Plaza Retail Project ----------------------------------------------------------------- Forest City Enterprises, Inc.'s subsidiary has closed on the conversion of the construction facility for the East River Plaza retail center in Manhattan, to a $214.3 million ($107.2 million at the Company's pro-rata share) term loan. The conversion to permanent financing, with maturity in January 2019, is through the same lender group that provided construction financing for the center. The loan carries an effective all-in fixed interest rate of less than 4.5 percent. The major financial terms of the conversion were negotiated in conjunction with the initial construction loan. Coupled with the conversion of the construction loan, the existing $40 million credit enhancement in tax-exempt Empowerment Zone bonds has also been extended to the 2019 maturity date. In addition to conventional bank financing, the center was made possible by financing provided by the State of New York, New York City and the Upper Manhattan Empowerment Zone. "This is a great outcome for East River Plaza and for the public/private partnership that made it possible," said Charles A. Ratner, Forest City president and chief executive officer. "We appreciate the continuing support and commitment of our lenders in executing this conversion. I also want to acknowledge the work of our Forest City Ratner team and our joint venture partner, Ed Blumenfeld and his team, in closing this conversion and in making the overall project to date a great success." East River Plaza is a 527,000-square-foot retail center built on the site of the former Washburn Wire factory in Harlem. The factory stood vacant since the early 1980s prior to the beginning of work on the retail center. The site was initially acquired by Blumenfeld Development Group, Ltd., a full-service real estate development firm with core strengths in big-box retail and office space. In November 2009, Costco became the first tenant to open at East River Plaza. Since then, Best Buy also opened, and additional tenants, including Target, Marshall's, PetSmart, Old Navy, Bob's Furniture and GameStop are expected to open this summer. The center is currently 93 percent leased. About Forest City Forest City Enterprises, Inc. is an $11.5 billion NYSE-listed national real estate company. The Company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. For more information, visit www.forestcity.net. * * * As reported in the Troubled Company Reporter on March 17, 2010, Standard & Poor's Ratings Services assigned its 'CCC+' credit rating to Forest City Enterprises Inc.'s (B+/Negative/--) new $220 million series A cumulative redeemable convertible preferred stock issuance. The convertible preferred stock carries a 7.0% coupon and a 20% initial conversion premium. FORTERRA ENVIRONMENTAL: No Longer Deemed a "Going Concern" ---------------------------------------------------------- Forterra Environmental Corp.'s Board has determined that based on the company's inability to meet its debt obligations, including to its trade creditors, Forterra can no longer be deemed to be a "going concern". To date, the company has been unsuccessful in its efforts to raise the funding it requires to operate and grow its business. The company intends to maintain its product inventory and its worm castings production operations, using minimum staffing at its plant, and to explore hiring a new management team as it seeks opportunities to raise capital or sell the business. In the event that it is unsuccessful in finding a new management team and additional working capital or a buyer, the Board intends to proceed with the orderly liquidation of the company. Forterra also informs that on June 4, 2010, the Canadian Revenue Agency (CRA) seized the company's bank account as the result of the company's failure to make required tax source deductions and remittances. The company is working with CRA to remove the seizure. Also on June 4, the company's President and Chief Operating Officer, Rick Denyes, tendered his resignation. The Board of Directors elected at the company's October 29, 2009 annual and special meeting of shareholders remains in place, save for Randy Pilon who Forterra announced had resigned in its June 2, 2010 news release. The company remains in good standing with its transfer agent, Equity Transfer & Trust Company. On June 2, 2010, Forterra released its financial results for the first quarter ended March 31, 2010, disclosing cash and equivalents of approximately $25,000 and current accounts payable and accrued liabilities of approximately $1.3 million. As previously reported by the company, Forterra's products have been well received as the company developed a number of significant customer relationships that appeared to have great promise for potential sales. However, Forterra learned that it needed to carry out a strong marketing and sales program of its own to stimulate these potential sales and the company has lacked the working capital to fund such an effort. T his resulted in substantially lower sales and cash flow than had been anticipated as well as a significant build-up in its inventory of unsold product. About Forterra Environmental Forterra manufactures, markets, and sells environmentally friendly soil enhancers, using worm castings, which boost fertility while restoring the soil with organic matter for sustainable, longer- term benefits, including stronger root growth, and drought and pest resistance. Forterra products contain only organic material. They are ideal for golf courses, sports fields, lawn care, parks, nurseries, orchards, and vineyards. Essentially, Forterra uses red wriggler worms to convert organic material into vermicompost or worm castings. Worm castings contain micronutrients, which are required for healthy plant development. Worm castings also contain microbes, which increase the rate at which plants take up available macronutrients and micronutrients. FX REAL ESTATE: Raises $99,000 in Sale of Securities to Execs ------------------------------------------------------------- On June 4, 2010, each of Robert F.X. Sillerman, chairman and CEO of FX Real Estate and Entertainment Inc., and his spouse, Laura Baudo Sillerman; Paul C. Kanavos, the Company's president, and his spouse, Dayssi Olarte de Kanavos; and TTERB Living Trust, an affiliate of Brett Torino, a greater than 10% stockholder of the Company, entered into subscription agreements with FX Real Estate and Entertainment, pursuant to which Mr. Sillerman's spouse, Mr. Kanavos and his spouse and TTERB purchased an aggregate of 99 units from the Company in a private transaction. The units were purchased for aggregate consideration of $99,000. Each unit consists of (x) one share of newly issued Series A Convertible Preferred Shares, and (y) one warrant to purchase up to 12,484.39 shares of Common Stock at an exercise price of $0.2403 per share, subject to anti-dilution protection from stock splits and similar events during the terms of the Warrants. The June 4 Private Placement Warrants have five-year terms and are immediately exercisable. Mr. Sillerman and his spouse used personal funds of $33,000, Mr. Kanavos and his spouse used personal funds of $33,000, and TTERB used working capital of $33,000 to fund the purchase of their units. Sillerman et al. said in a regulatory filing with the Securities and Exchange Commission that the June 4 Private Placement was for investment purposes and to provide the Company with working capital. As reported by the Troubled Company Reporter, FX Real Estate and Entertainment's remaining Las Vegas subsidiary, FX Luxury Las Vegas I, LLC, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on April 21, 2010 (Bankr. D. Nev. Case No. 10-17015). The Las Vegas Subsidiary initiated the Chapter 11 Bankruptcy Proceeding pursuant to the terms and conditions of a Lock Up Agreement, as amended. The Lock Up Agreement contemplates the orderly liquidation of the Las Vegas Subsidiary in the Chapter 11 Bankruptcy Proceeding by disposing of the Las Vegas Property for the benefit of the Las Vegas Subsidiary's (and its predecessor entities') creditors either pursuant to an auction sale for at least $256 million or, if the auction sale is not completed, pursuant to a prearranged sale to the Newco Entities under the terms of the Chapter 11 Bankruptcy Proceeding's plan of liquidation. In its Schedule 13D filing on June 3, Sillerman et al. said that on June 2, 2010, the Lock Up Agreement terminated in accordance with its terms and is of no further force or effect -- except for (x) those provisions therein that are specified to survive termination and (y) section 6(b)(i) therein for purposes of determining the amount of any applicable adequate protection payments authorized by the bankruptcy court in the Chapter 11 Bankruptcy Proceeding. The parties to the Lock Up Agreement acknowledged that the Lock Up Agreement terminated in accordance with its terms because the Las Vegas Subsidiary intends to seek bankruptcy court approval of different bidding procedures for sale of the Las Vegas Property and a modified cash collateral order. The parties to the Lock Up Agreement consented to and did not dispute the termination of the Lock Up Agreement and agreed that such termination was not a "fault-based" termination under the Lock Up Agreement. Such parties also agreed that the plan funding agreement and equity sponsor commitment terminated and are of no further force or effect. As a result of termination of the Lock Up Agreement, the prearranged sale of the Las Vegas Property to the Newco Entities is of no further force or effect. Because the Lock Up Agreement's termination was not a "fault-based" termination, the Newco Entities received a full refund of their $2.2 million deposit for the prearranged sale. The parties to the First Amendment to Lock Up and Plan Support Agreement, dated as of April 16, 2010, are: (a) The First Lien Lenders under the Amended and Restated Credit Agreement, dated as of July 6, 2007, among FX Luxury Las Vegas I, LLC, a Nevada limited-liability company (fka Metroflag BP, LLC) and FX Luxury Las Vegas II, LLC, a Nevada limited-liability company (fka Metroflag Cable, LLC and subsequently merged into the Debtor), FX Luxury Las Vegas Parent, LLC, a Delaware limited-liability company (fka BP Parent, LLC and subsequently merged into the Debtor), the First Lien Lenders from time to time party thereto and Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent for the First Lien Lenders and Credit Suisse Securities (USA) LLC, as syndication agent, sole book running manager and sole lead arranger; (b) Landesbank Baden-Wurttemberg, New York Branch (as successor-in-interest to Credit Suisse, Cayman Islands Branch, the "First Lien Agent"; and together with the First Lien Lenders, the "Senior Group"); (c) The Debtor; and (d) LIRA Property Owner, LLC, as New Borrower, a Delaware limited liability company, and LIRA LLC, as New Parent. A full-text copy of the Lock-up Agreement is available at no charge at http://ResearchArchives.com/t/s?60a1 As of June 2, 2010, Mr. Sillerman and his affiliated entities may be deemed to hold 46.8% of the Company's shares; Mr. Kanavos and his affiliated entities may be deemed to hold 35.6% of the Company shares; and Mr. Torino may be deemed to hold 35.5% of the shares. A full-text copy of Sillerman et al.'s Schedule 13D filing dated June 8, 2010, is available at no charge at: http://ResearchArchives.com/t/s?64a8 About FX Luxury Las Vegas I New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC, owns approximately 17.72 contiguous acres of real property located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada, which secures its mortgage loans in the aggregate principal amount of $454 million as of April 21, 2010. FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate and Entertainment Inc. The Company filed for Chapter 11 bankruptcy protection on April 21, 2010 (Bankr. D. Nev. Case No. 10-17015). Deanna L. Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its restructuring effort as the Company's bankruptcy counsel. Greenberg Traurig, LLP, is the Company's special counsel. Sierra Consulting Group, LLC, is the Company's financial advisor. The Company listed $139,636,791 in assets and $492,568,036 in debts. About FX Real Estate and Entertainment Based in New York, FX Real Estate and Entertainment Inc. owns and operates 17.72 contiguous acres of land located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada. The Las Vegas property is currently occupied by a motel and several commercial and retail tenants with a mix of short and long-term leases. The first lien lenders had a receiver appointed on June 23, 2009, to take control of the property and as a consequence, the property is no longer being managed or operated by the Company. The Company's balance sheet at March 31, 2010, showed $141.3 million in total assets and $503.7 million in total current liabilities and zero long-term liabilities, for a total stockholders' deficit of $362.4 million. LL Bradford, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company is in default under the mortgage loan, has limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. GARLOCK SEALING: Proposes $10-Mil. of DIP Financing from BoA ------------------------------------------------------------ Garlock Sealing Technologies LLC and its units seek approval from the U.S. Bankruptcy Court for the Western District of Northern Carolina to dip their hands into a $10,000,000 financing arrangement with Bank of America, N.A., contemplated by a Post- Petition Loan and Security Agreement. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., in Charlotte, North Carolina, informs the Court that the Debtors require debtor-in-possession financing in order to make the continued operation of their business operations as seamless as possible in the Chapter 11 Cases. "The Debtors have an immediate continuing need for DIP Financing to ensure the continuation of certain Letters of Credit to support certain litigation and insurance bonds and to ensure the continuation of the bank products, such as the cash management system, that are fundamental to the operations of the Debtors' business," explains Mr. Durham. "Specifically, without the access to post-petition financing . . . the cash demands on the Debtors to support their ordinary course operations could restrict such operations." Mr. Durham notes that BofA served as the agent and one of the Debtors' primary prepetition lenders and has indicated its willingness to continue its lending relationship with the Debtors on a postpetition basis as DIP Lender through the DIP Facility. For these reasons, the Debtors are seeking entry of interim and final DIP Financing Orders, each approving borrowing under the DIP Facility. The proposed DIP Facility would provide a senior secured revolving credit facility pursuant to which borrowers Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. may obtain revolver loans from time to time up to a maximum principal amount outstanding at any time of $10,000,000. The proposed DIP Facility would also contain an $8,000,000 letter of credit sub-facility for standby letters of credit. Actual borrowing availability at any date would be determined by reference to a Borrowing Base of specified percentages of eligible accounts receivable and inventory, which borrowing base would be reduced by Revolver Loans and letters of credit outstanding and certain reserves. The other salient terms of the DIP Facility are: Interest Rate: The rate of interest for Revolver Loans (a) made or outstanding as Base Rate Loans equals the Base Rate in effect from time to time plus 2.5% or (b) made or outstanding as LIBOR Loans, the Adjusted LIBOR Rate for the applicable Interest Period plus 3.5%. Maturity: December 7, 2011, subject to up to four one-year renewals upon the Borrowers' request and the satisfaction of certain conditions to each renewal. Fees: Fees include a closing fee of $100,000 due at Closing. Other fees include an unused line fee, certain fees associated with letters of credit, certain audit and appraisal costs and expenses, and certain fees in the event the initial term of the DIP Facility is renewed. Also, the Interim and the Final DIP Financing Orders will each contain a Carve-Out, Out, which will be equal to no more than $1,000,000 plus an estimate by Lender for amounts accrued and unpaid pursuant to 28 U.S.C. Section 1930(a)(6), for fees and expenses of Professional Persons in the Chapter 11 Cases, notes Mr. Durham. Pursuant to the Interim DIP Financing Order, the Debtors will stipulate that: (a) the Pre-Petition Loan Agreement and the Loan Documents constitute valid and binding agreements and obligations of Garlock and Garrison; (b) the Pre-Petition Liens granted by Garlock and Garrison (i) constitute valid, binding, enforceable and perfected security interests and liens, are not subject to avoidance or subordination, and are subject only to certain security interests and liens that are expressly permitted under the Pre-Petition Loan Agreement to have priority over the Pre- Petition Liens, but only to the extent the permitted liens are valid, enforceable, non-avoidable liens and security interests that are perfected prior to the Petition Date, not subject to avoidance, reduction, disallowance, impairment or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law and senior in priority to the Pre-Petition Liens under applicable law after giving effect to any applicable subordination or intercreditor agreements, and (ii) are not subject to avoidance, impairment or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law; (c) the Pre-Petition Debt constitutes legal, valid and binding obligations of Garlock, Garrison and the other Pre- Petition Affiliate Borrowers and is not subject to equitable subordination, offset, recoupment or recharacterization; (d) all amounts paid on or before the Petition Date by Garlock and Garrison to Pre-Petition Credit Parties are not subject to any objection, offset, defense or counterclaim of any kind or nature or reduction, disallowance, impairment, recharacterization or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law; and (e) no claims in favor of any Debtor exist against any Pre- Petition Credit Parties under any contract or tort theories of recovery or pursuant to Section 105 or Chapter 5 of the Bankruptcy Code. To secure the prompt payment and performance of all of the Obligations, each Obligor would grant to DIP Lender a continuing security interest in and Lien upon all Property and interests in the Property of the Obligor but excluding all Fixed Assets and all Software and Intellectual Property embedded in Fixed Assets. In addition, to secure the prompt payment and performance of all of the Obligations to the extent of the amount of the Carve-Out funded by Revolver Loans or use of proceeds of any Collateral, each Obligor would also grant to DIP Lender, effective only upon satisfaction of the Spring Lien Conditions, a continuing security interest in and Lien upon all Springing Lien Collateral. A full-text copy of the proposed DIP Credit Agreement is available for free at: http://bankrupt.com/misc/Garlock_PropDIPAgr.pdf An Interim DIP Budget showing a cash flow forecast projecting, among other things, each Borrower's forecasted cash flow, cash receipts and disbursements -- including costs of the Chapter 11 Cases -- for each week in the four-week period following the Petition Date as well as a depiction of operating results for the four-week period following the Petition Date as the budget may be amended, modified, restated, extended or supplemented from time to time with DIP Lender's prior written consent, is also available for free at: http://bankrupt.com/misc/Garlock_PropBudget.pdf According to Mr. Durham, before the Petition Date and pursuant to the Fifth Amendment to Amended and Restated Loan and Security Agreement and Amendment to Other Loan Documents and a part of the negotiations for DIP Financing, Garlock, Garrison and certain of their subsidiaries negotiated a release of the Debtors and certain of their subsidiaries from the Pre-Petition Loan Agreement and the release of all liens on assets of Garlock, Garrison, and certain of their domestic subsidiaries that had been granted to the Pre- Petition Agent for the benefit of the Pre-Petition Lenders pursuant to the Pre-Petition Loan Agreement. Garlock and Garrison will be released from Obligations under and as defined in the Pre-Petition Loan Agreement and any Collateral of Garrison and Garlock will be released subject to the express conditions of the 5th Amendment, including, without limitation, the entry of the Interim DIP Financing Order in form and substance satisfactory to the DIP Lender. The DIP Financing, therefore, provides an immediate benefit to Garlock and Garrison in freeing the Debtors from joint and several liability under the Pre-Petition Loan Agreement and releasing their assets from the liens provided in that agreement, Mr. Durham says. * * * The Court issued an order approving the Debtors' request on in interim basis. During the Interim Period, the Debtors may obtain Credit Extensions only to the extent necessary to avoid immediate and irreparable harm to the Debtors, which will mean the deemed issuance of the Garlock Pre-Petition LC under the DIP Loan Agreement, the continued incurrence of Banking Relationship Debt and the funding of DIP Loans used to pay the fees and expenses due and amounts owing by Debtors at any time to the DIP Lender under the DIP Loan Documents, for purposes specified in the Interim Budget. The Final Hearing on the Debtors' request will be held on June 30, 2010, at 11:00 a.m. Parties have until June 25, 2010 to filed objections. 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: Sues to Enjoin Asbestos Claimants -------------------------------------------------- Garlock Sealing Technologies LLC and its debtor-affiliates filed an adversary complaint seeking judgment against: (i) about 30,000 plaintiffs in asbestos-related actions, enjoining them from prosecuting pending asbestos-related actions; and (ii) unknown asbestos claimants, enjoining them from commencing new actions asserting asbestos-related claims, against affiliates or assignees of the Debtors. Lists of the known Asbestos Claimants and the Debtor's Affiliates are available for free at: http://bankrupt.com/misc/Garlock_Affiliates.pdf http://bankrupt.com/misc/Garlock_AsbestosClaimants.pdf Garlock Sealing Technologies, LLC produces and sells fluid- sealing products, including gaskets and compression packing. Some of Garlock's former gasket and packing products contained asbestos. As a result, since the mid-1970s, Garlock has faced hundreds of thousands of claims from individuals alleging that exposure to the company's products contributed to asbestos-related personal injuries. As of December 31, 2009, Garlock and The Anchor Packing Company had received more than 850,000 Asbestos Claims and paid $1.37 billion in indemnity payments and $387 million in legal costs to resolve those claims. However, Garlock's products were used in environments that contained high quantities of dangerous thermal insulation and other products with highly friable asbestos produced by other manufacturers, including: Pittsburgh Corning, Owens Corning, Fibreboard, Babcock & Wilcox, Armstrong World Industries, GAF, U.S. Gypsum, Turner & Newell, and W.R. Grace -- the Top Tier Defendants. From January 1, 2000, to December 31, 2002, all of the Top Tier Defendants filed Chapter 11 bankruptcies and the automatic stay under the Bankruptcy Code stopped asbestos litigation in the tort system against those companies. More than 30 additional asbestos defendants -- the Bankrupts -- many of which produced products contain friable asbestos, also filed for Chapter 11 protection. The bankruptcies of the Bankrupts are referred to as the Bankruptcy Wave. During the Bankruptcy Wave, the cost and risk to the Debtors of Asbestos Claims increased materially, Garland S. Cassada, Esq., at Robinson, Bradshaw & Hinson, P.A., in Charlotte, North Carolina -- gcassada@rbh.com -- relates. Existing plaintiffs who had sued Garlock and the Bankrupts looked to the Debtors to pay the lost several shares of the Bankrupts, he notes. "The Debtors were forced to commence these Chapter 11 cases because they have been overwhelmed by increases in the value of Asbestos Claims caused by the Bankruptcy Wave, the transfer of liability from the Top Tier Defendants and other Bankrupts to Garlock pursuant to joint and several liability principles, and Garlock's lack of access to evidence of Asbestos Claimants' claims against and recoveries from asbestos trusts under Section 524(g) of the Bankruptcy Code established by the Bankrupts," Mr. Cassada elaborates. Mr. Cassada argues that the Debtors have no prospect of near term relief from plaintiffs' continued practice of denying Garlock access to Asbestos Claimants' claims against 524(g) Trusts or evidence supporting those claims. If the Debtors had continued to defend Asbestos Claims in the tort system, the unabated costs of defending and settling Asbestos Claims would have quickly depleted the Available Shared Insurance and Coltec Notes and threatened Garlock's core business, he asserts. More importantly, Pending Asbestos Actions and Future Asbestos Actions against the Affiliates threaten the successful reorganization of the Debtors by diminishing a $238.6 million of insurance coverage -- the Available Shared Insurance -- and a $27 million issued by Coltec Industries Inc. -- the Coltec Notes -- and by distracting the attention of key personnel whose efforts better would be spent on the Debtors' reorganization and development of a Chapter 11 plan, Mr. Cassada argues. Against this backdrop, the Debtors ask the Court to enter: (a) a declaratory judgment pursuant to Section 2201 of Title 28 of the U.S. Code that the continued prosecution of the Pending Asbestos Actions and the commencement of Future Asbestos Actions against the Affiliates are stayed pursuant to Sections 362(a)(1) and 362(a)(3) of the Bankruptcy Code; (b) an injunction pursuant to Section 105(a) of the Bankruptcy Code or in the alternative Section 1334 of Title 28 of the U.S. Code, enjoining and prohibiting the Asbestos Claimants from prosecuting the Pending Asbestos Actions or commencing Future Asbestos Actions against the Affiliates other than pursuant to a plan or plans of reorganization to be confirmed in the Debtors' Chapter 11 cases or an order of the Court; and (c) a temporary restraining order under Rule 7065 of the Federal Rules of Bankruptcy Procedure and Section 105(a) staying the continuation of the Pending Asbestos Actions and the commencement of Future Asbestos Actions pending the hearing on the Debtors' request for a preliminary injunction. Court Issues Temporary Restraining Order At the Debtors' behest, the Court entered on June 7, 2010, an order temporarily restraining the prosecution of all Pending Asbestos Actions and commencement of all Future Asbestos Actions pending a resolution of the Debtors' motion for a preliminary injunction. In the Debtors' Preliminary Injunction Motion, the Debtors' counsel, Mr. Cassada stressed that continued prosecution of the Pending Asbestos Actions and commencement of Future Asbestos Actions against the Affiliates threatens immediate and irreparable injury to the Debtors. It is critical to the Debtors' ability to successfully reorganize that the Asbestos Claimants be restrained from continued prosecution of the Pending Asbestos Actions and from commencing Future Asbestos Actions between June 7, 2010, and the date the Court rules on the Preliminary Injunction Motion, he continued. The Court further ruled that nothing in the TRO will prevent any Affiliates from providing notice to insurance carriers or other appropriate persons exercising their rights under the Available Shared Insurance, provided that no Affiliates will seek reimbursement or payment under any of the Available Shared Insurance without further Court order. The Court will convene a hearing on the Debtors' Preliminary Injunction Motion on June 21, 2010. Objections are due June 18. 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 Permission to Use Cash Collateral -------------------------------------------------------- Prior to the Petition Date, Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. were participants, either as a borrower or a guarantor, in a senior secured revolving credit facility evidenced by an Amended and Restated Loan and Security Agreement, dated as of April 26, 2006, among Garlock, Garrison and certain non-debtor affiliated entities with: (a) Bank of America N.A., as a lender and as collateral agent and administrative agent for the current lenders, (b) Wells Fargo Bank, N.A., and (c) SunTrust Bank. The Pre-Petition Loan Agreement was collateralized, with certain defined exclusions set forth in the Pre-Petition Loan Agreement, by, among other things, all accounts, supporting obligations, goods, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter-of-credit rights, along with intellectual property, Insurance Receivables Rights, amounts in the possession or control of the agent or lender or a bailee or an affiliate, all accessions to, substitutions for and replacements, products and cash and non-cash proceeds, and all books and records pertaining to these items. As of the Petition Date, no loans were outstanding under the Pre- Petition Loan Agreement; however, that facility (a) secured letters of credit issued under the Pre-Petition Loan Agreement that were provided for the benefit of Garlock and Garrison, (b) secured certain bank products, like the cash management system with BofA and commercial credit cards, in each case provided to Garlock and Garrison by BofA and its affiliates in the ordinary course of business of Garlock and Garrison and (c) secured the payment of facility fees and expenses which were paid in the ordinary course of business to the lenders in the Pre-Petition Loan Agreement. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., in Charlotte, North Carolina, notes that the Debtors need access to cash available to them, which may constitute cash collateral, to pay the expenses of operating their businesses. Without the use of cash collateral, he says, the Debtors cannot purchase inventories and supplies needed to maintain their business operations, nor can they pay wages, salaries, rents, utilities and other expenses associated with operating their business. The Debtors also require the use of cash collateral to fund the administrative expenses of their Chapter 11 cases, including the fees and expenses of attorneys, accountants and other professionals authorized by the Court to be employed by the Debtors, Mr. Durham says. For this reason, the Debtors, sought and obtained the Court's authority, on an interim basis, to use the cash proceeds of their assets and properties including without limitation, the collection of any accounts and the sales of inventory and cash proceeds, to pay the expenses of operating their businesses and other administrative expenses during the pendency of their Chapter 11 cases. Specifically, they obtained authorization to use the cash collateral of BofA, and to provide adequate protection to BofA for the use of its cash collateral. BofA's asserted secured interest and lien in cash collateral is adequately protected by the replacement of inventory equal to or greater than the inventory being used to create sales and replacement account receivable and the greater value of the Debtors' assets by their continued operation, Mr. Durham maintains. The Court held that the Debtors will cause all proceeds of Collateral that are in any Debtor's possession on the Petition Date or that are received by any Debtor on or after the Petition Date to be promptly deposited in one or more accounts designated by the DIP Lender -- the "Dominion Accounts". Prior to the deposit of the Cash Collateral to a Dominion Account, the Debtors will be deemed to hold all proceeds in trust for the benefit of DIP Lender. For so long as no Event of Default under the DIP Loan Agreement occurs or exists and the Debtors' proposed use of Cash Collateral would not result in an "Out-of-Formula Condition," the DIP Lender will allow the Debtors to have access to any Cash Collateral in the DIP Lender's possession that constitutes collected and available balances in any Dominion Account, subject to DIP Lender's right first to apply any balances to the payment of any of the DIP Obligations that are then due and payable to DIP Lender. At any time that an Event of Default exists or an Out-of-Formula Condition exists, (i) the DIP Lender may apply any or all Cash Collateral at any time or times in its possession or control to the payment of any of the DIP Obligations, in order of application as the DIP Lender may designate or elect, and may use all or part of the Cash Collateral to collateralize, in accordance with the DIP Loan Agreement, any Letters of Credit, Banking Relationship Debt or other contingent Obligations and (ii) after applying and using the Cash Collateral in accordance with clause (i), the DIP Lender will allow Debtors to have access to any excess Cash Collateral in the DIP Lender's possession that constitutes collected and available balances in any Dominion Account until such time, if ever, that any other DIP Obligations arise, with any excess Cash Collateral again available to the Debtors. If after Full Payment of the DIP Obligations any claims or cause or action are asserted against the DIP Lender in respect of which the Debtors have provided an indemnity or hold harmless agreement, then, unless the Court determines that the claim or cause or action is not covered by an indemnity or other hold harmless agreement, the DIP Lender will be entitled to payment from the Debtors to the extent of all costs, expenses, liabilities or damages incurred by it. Prior to Full Payment of the DIP Obligations, if and for so long as Debtors are authorized to use any Cash Collateral, the Debtors' use of the Cash Collateral will be solely for Permitted Uses. As adequate protection pursuant to Sections 361 and 363 of the Bankruptcy Code, for the Debtors' use, consumption, sale, collection or other disposition of any of the Pre-Petition Collateral of any Debtor, these measures of adequate protection are granted until the Release Effective Date occurs: (a) Replacement Liens. Pre-Petition Agent, for the benefit of Pre-Petition Credit Parties, is granted replacement liens in and to all of the Collateral as partial adequate protection for Pre-Petition Credit Parties to the extent of any diminution in value of the Pre-Petition Collateral caused by Debtors' use, consumption, sale, collection or other disposition of any Pre-Petition Collateral. (b) Release Effective Date. From and after the occurrence of the Release Effective Date, any and all Pre-Petition Liens granted by Garlock Sealing and Garrison to the Pre- Petition Agent in the Pre-Petition Collateral of Garlock Sealing and Garrison and any Replacement Lien will be deemed terminated and these provisions will be of no force or effect. The Final Hearing on the Debtors' request will be held on June 30, 2010, at 11:00 a.m. Parties have until June 25, 2010 to filed objections. 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) GAYLORD ENTERTAINMENT: S&P Affirms 'B' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Nashville, Tenn.-based Gaylord Entertainment Co. and removed it from CreditWatch, where it was placed with negative implications on May 4, 2010. The rating outlook is negative. The 'B-' issue rating on Gaylord's senior notes was also affirmed and removed from Watch. The recovery rating of '5' on this debt, indicating S&P's expectation of modest (10% to 30%) recovery for noteholders in the event of a payment default, remains unchanged. "The rating affirmation follows S&P's review of management's estimates for the cost to restore Gaylord Opryland Resort and the company's other Nashville area assets, and S&P's belief that Gaylord will have adequate liquidity to absorb the expenditures and lost cash flow due to the facility's flooding and closure," explained Standard & Poor's credit analyst Emile Courtney. Gaylord expects restoration costs are likely to be approximately $215 million to $225 million (of which $23 million to $28 million are pre-flood planned enhancement projects that will be accelerated with the restoration) with an additional $57 million to $62 million in costs associated with maintaining and re- launching the Nashville area assets. S&P believes that Gaylord will be able to cover these costs through cash on hand of $190 million at May 2010, $291 million in availability under the company's revolving credit facility (subject to covenant limits), cash flow generation from the other three hotels in the company's portfolio, $50 million in business interruption and property insurance proceeds associated with flood damage, and an estimated federal tax refund of about $30 million. S&P also does not anticipate a violation under the revolving credit facility's fixed-charge covenant, notwithstanding a significant decline in EBITDA generation for the remainder of 2010, mostly due to the expectation that the Company will receive the full $50 million in insurance proceeds by the fourth quarter of this year (S&P expects that insurance proceeds will qualify as an add-back to consolidated EBITDA in the fixed-charge calculation). S&P anticipates the closure of Opryland will negatively affect Gaylord's consolidated cash flow by between $40 million and $45 million in 2010, which will significantly impact the consolidated EBITDA measure in the fixed-charge covenant. Opryland contributed approximately $66 million (about 20% of property consolidated cash flow) during the 12 months ended March 31, 2010. S&P expects that a delay in insurance proceeds later this year could result in the fixed-charge covenant cushion tightening in the December 2010 quarter to a level slightly above the required minimum of 2.0x. Gaylord has publicly communicated its expectation for the total cost and timing of completion of the Opryland Resort restoration, as well as the timing of realization of insurance proceeds. However, all projects have some level of uncertainty regarding costs and timing. Furthermore, there is a potential for group bookings subsequent to the company's expected reopening in November 2010 to be delayed due to the flood's negative impact on the overall Nashville market, which could affect the pace of cash flow generation after reopening. GENERAL GROWTH: Equity Panel Receives Nod for Cantor as Advisor --------------------------------------------------------------- The Official Committee of Equity Security Holders for General Growth Properties Inc. won the Court's permission to retain Cantor Fitzgerald & Co., as its financial advisor, nunc pro tunc to March 24, 2010. As the Equity Committee's financial advisor, Cantor Fitzgerald will: (a) to the extent Cantor Fitzgerald deems necessary, appropriate and feasible, or as the Equity Committee may request, review and analyze General Growth Properties, Inc.'s assets and its operating and financial strategies; (b) undertake, in consultation with the Equity Committee and its counsel, a financial analysis of GGP and any entities that may be created by GGP as part of a Plan; (c) evaluate GGP's debt capacity and assist in the determination of an appropriate capital structure for GGP; (d) evaluate indications of interest and proposals regarding any transaction relating to any restructuring, reorganization, rescheduling or recapitalization of GGP from current or potential lenders, equity investors, acquirors or strategic partners; (e) review, evaluate and advise on and, as deemed desirable by the Equity Committee, assist in negotiating a Restructuring Transaction, and, if directed, develop and evaluate alternative proposals for a Restructuring Transaction; (f) advise and assist the Equity Committee in identifying and evaluating additional potential capital sources, in connection with a Restructuring Transaction, not previously identified by any other party in the Debtors' bankruptcy cases; (g) be available at the Equity Committee's request to meet with the Equity Committee and its professionals, GGP management or board of directors, creditor groups, equity holders any official committees appointed in a bankruptcy case, or other parties to discuss the Restructuring Transaction; (h) if requested by the Equity Committee, participate in hearings before the Court and provide relevant testimony; and (i) at the Equity Committee's request, render an opinion to the Equity Committee as to the fairness, from a financial point of view, to GGP's stockholders, of the consideration to be received in the Restructuring Transaction. Subject to the Court's approval, Cantor Fitzgerald will be paid in accordance with this structure: (a) Cantor Fitzgerald will be entitled to receive from GGP a monthly cash fee of $150,000 during the term of the engagement; provided that each Monthly Fee payment will be credited against a "Restructuring Fee." (b) if a Restructuring Transaction is consummated and provided that the engagement has not been previously terminated for cause, Cantor Fitzgerald will be entitled to receive from GGP a cash fee for $2,050,000, less Monthly Fees previously paid. The Restructuring Fee will be paid in cash promptly upon any closing of a Restructuring Transaction, as long as the Restructuring Transaction closes within a year after the date of any termination of Cantor Fitzgerald. Cantor Fitzgerald will seek reimbursement of fees incurred. Steven L. Kantor, executive managing director and global head of investment banking at Cantor Fitzgerald, discloses that Saul Ewing, counsel to the Equity Committee, represents the firm in several litigation matters unrelated in the Debtors' Chapter 11 cases. He says Cantor Fitzgerald does not hold any interest adverse to the Debtors' estates. He maintains that Cantor Fitzgerald is a "disinterested person" as defined within Section 101(14) of the Bankruptcy Code. 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: Seeks Sept. 28 Extension for Claims Objections -------------------------------------------------------------- About 10,000 proofs of claim with an asserted value of more than $250 billion were filed in Chapter 11 cases of General Growth Properties, Inc., and its debtor affiliates. As of June 2, 2010, the Debtors have resolved, expunged or are preparing objections to nearly two-thirds of the Filed Claims. There are about 3,454 remaining claims that require further review and ongoing negotiation with creditors, including accounts payable claims executory contract or insurance claims, tax claims, secured debt claims, employee claims, tenant and anchor tenant claims, litigation claims and mechanics' lien claims. In connection, the deadline for the Debtors to object to claims under the Joint Plan of Reorganization that have been confirmed is June 30, 2010. However, the Debtors believe that additional time is necessary to complete the resolution process and determine the appropriate mechanism for resolving disputed claims. By this motion, the Debtors ask the U.S. Bankruptcy Court for the Southern District of New York to extend the Claims Objection Deadline to September 28, 2010. Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that the Debtors' reorganization has proceeded, and continues to proceed, at an extraordinarily fast pace. Given the size and complexity of the Debtors' Chapter 11 cases and the volume of claims filed, it is necessary that the Debtors have the additional time required to fully review and reconcile all claims in the most efficient and cost-effective manner, he stresses. The proposed extension will also minimize the financial and administrative burden on the Court, the creditors and the Debtors' estates by reducing the number of claim disputes that need to be resolved and providing the time necessary for the Debtors to coordinate the claims resolution process efficiently rather than rushing to file claim objections as the rolling deadlines under the Confirmed Plans approach, he maintains. 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: Wins Nod of Heeling Sports Settlement ----------------------------------------------------- General Growth Properties, Inc., won approval from the U.S. Bankruptcy Court for the Southern District of New York to enter into a settlement agreement and release with General Growth Properties Management, Inc., Stonebriar Mall, LLC, and Heeling Sports Limited, resolving a prepetition patent infringement litigation. GGMI and Stonebriar Mall, LLC, are non-debtor affiliates of the Debtors. Heeling Sports designs, manufactures and distributes wheeled footwear, and owns several patents related to the Heelys brand wheeled footwear. Heeling Sports has alleged that certain of GGP's kiosk tenants have previously sold infringing knock-offs of Heelys Skates. In November 2008, Heeling Sports initiated a civil action against GGP, GGMI, Stonebriar Mall LLC and Stonebriar Mall Limited Partnership before the U.S. District Court for the Northern District of Texas based on that patent infringement allegation. In November 2009, Heeling Sports filed Claim No. 6291 against GGP for $22,500,000, for damages arising from the alleged willful infringement of certain Heeling patents which form the basis for the District Court Action. Against this backdrop, GGP, Stonebriar Mall, LLC, GGMI and Heeling Sports entered into the Settlement Agreement to resolve all claims and causes of action arising out of the District Court Action. The Debtors however note that the Settlement Agreement is confidential and cannot be disclosed except to the extent necessary to obtain Bankruptcy Court approval. The salient terms of the Settlement Agreement are: (a) GGMI agrees to pay Heeling Sports a certain specified amount as consideration for the settlement. (b) The Parties agree to jointly seek dismissal of the District Court Action. (c) The Parties agree to release all claims, whether known or unknown, arising out of the facts, events and claims in the District Court Action. In addition, GGP waives its rights to challenge validity or enforceability of the Heeling patents through the term of the Settlement Agreement. (d) The Parties agree to implement certain ongoing obligations and procedures: -- GGP and its affiliates agree not to approve the sale of certain wheeled footwear that may infringe on Heeling Sports' patented products in kiosks at any shopping malls or retail locations under its ownership or management during the term of the Settlement Agreement. -- At certain intervals following the effective date of the Settlement Agreement, GGP agrees to deliver notice to all individuals responsible for licensing kiosks and mall general managers informing them of the agreement not to authorize or permit the sale of the Identified Products. -- In the event that a GGP representative becomes aware or is notified of the existence of Identified Products at a kiosk, GGP agrees to notify Heeling Sports and provide the kiosk operator with notice of the violation and demand that he or she immediately cease all sales of the merchandise. If the kiosk operator fails to cooperate, GGP agrees to terminate any lease/licensing agreements and prevent further sales of the products. GGP has no obligation to initiate any investigation of or monitor the goods sold by its kiosk tenants. -- Upon request from Heeling Sports, GGP agrees to make every reasonable effort to cooperate with Heeling Sports in the enforcement of the Heeling patents. Heeling Sports agrees to reimburse GGP for expenses incurred in connection with any actions sought by Heeling Sports. (e) In the event GGP, after notice of kiosk/cart infringement, neglects to cure any failure to perform its obligations on three or more occasions after notice by Heeling Sports, the Parties agree that Heeling Sports will be entitled to recover a specified liquidated, non-punitive amount plus attorneys' fees that will escalate for each subsequent failure to cure. (f) In the event that GGP takes action based on notice from Heeling Sports, Heeling Sports agrees to indemnify and hold GGP harmless against any claims for improper kiosk or cart lease or license termination done at Heeling Sports' direction. (g) GGP agrees that the rights and obligations arising under the Settlement Agreement will be assumed by any GGP affiliate arising out of or purchasing the assets of GGP after the conclusion of its bankruptcy. The Debtors believe that resolving the Heeling Claim under the Settlement Agreement provides an opportunity for their estates to eliminate the $22,500,000 claim against GGP and realize a more favorable resolution than waiting until later in the reorganization process. 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: Simon No Longer Keen Submitting Bid --------------------------------------------------- The Wall Street Journal's Kris Hudson and A.D. Pruitt report that Simon Property Group Inc. Chairman and Chief Executive Officer David Simon said during a presentation Thursday at a conference hosted by the National Association of Real Estate Investment Trusts in Chicago, that the largest U.S. mall owner will not make another bid for rival General Growth Properties Inc. "I stand by what I said: We have moved on," Mr. Simon said. Simon, which owns 321 retail properties in the U.S., dropped its final, $33.5 billion buyout offer for General Growth on May 7 when General Growth opted instead for a recapitalization plan led by Brookfield Asset Management Inc. General Growth, based in Chicago, is the second largest U.S. mall owner with 204 properties. General Growth intends to exit bankruptcy later this year as a standalone company with Brookfield and other investors as major shareholders. The Journal notes Mr. Simon contends that General Growth never was interested in selling itself even as it solicited recapitalization and buyout offers in recent months. "The management and board actions certainly indicate to me that the company's not for sale," Mr. Simon said Thursday of General Growth, according to the Journal. "It would have been nice to know that sooner. But we're big boys. That's life." A General Growth representative on Thursday declined to comment on Mr. Simon's remarks, the Journal says. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Old GM Selling Delaware Plant for Plug-In Vehicles ------------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Old General Motors Corp., now formally named Motors Liquidation Co., will seek approval at June 29 hearing for the sale of a shuttered plant in Wilmington, Delaware, for $20 million to Fisker Automotive Inc. The sale was originally announced in October when the letter of intent said the price was $18 million. Fisker will use the plant to build plug-in hybrid electric vehicles. Financial assistance is coming from the U.S. Energy Department. According to the report, although old GM will entertain other offers, there won't be a formal auction. If another buyer surfaces, Fisker won't receive a breakup fee. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At March 31, 2010, GM had US$136.021 billion in total assets, total liabilities of US$105.970 billion and preferred stock of US$6.998 billion, and non-controlling interests of US$814 million, resulting in total equity of US$23.053 billion. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: 2 Units Seek Chapter 7 Conversion ----------------------------------------------------- Debtors Kewadin Greektown Casino LLC and Monroe Partners LLC ask Judge Shapero to convert their Chapter 11 cases into proceedings under Chapter 7 of the Bankruptcy Code. The U.S. Bankruptcy Court for the District of Michigan confirmed on January 22, 2010, the Joint Chapter 11 Plan of Reorganization proposed by the Noteholder Plan Proponents, including the Official Committee of Unsecured Creditors and Deutsche Bank Trust Company Americas, as Indenture Trustee, for the estates of Greektown Holdings L.L.C. and certain other debtors. The Plan is expected to be declared effective on June 30, 2010, or a later date as may be determined. Kewadin and Monroe Partners are excluded from the Plan. The Plan provides that the Remaining Debtors were to remain in Chapter 11 until they confirm their own Chapter 11 plans or their cases are dismissed or converted into Chapter 7 proceedings pursuant to Section 1112 of the Bankruptcy Code. "[The Remaining Debtors] have determined that reorganization is not possible, and that conversion of their cases to Chapter 7 upon the Effective Date of is in the best interests of all parties," Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield Hills, Michigan, tells Judge Shapero. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Exit May Be Delayed Due to Ownership Issues --------------------------------------------------------------- The Michigan Gaming Control Board is having a dilemma approving Greektown Casino's new owners, most of which are hedge funds, The Detroit News reports. Hedge funds are not mentioned in the state of Michigan licensing law for institutional investors, which requires any investor with more than 5% ownership stake to be licensed or get an exemption. The Detroit News pointed out that hedge funds have too many partners to be licensed individually. "It's new ground for us," Rick Kalm, MGCB's executive director said, as quoted by The Detroit News. Among the largest hedge funds investing in Greektown Casino are MFC Global Investment Management, Oppenheimer Funds Inc., Brigade Capital Management, and Solus Alternative Asset Management. Jacqueline Trop of The Detroit News opined that MGCB is likely to award the hedge funds an institutional exemption at a special meeting scheduled for June 28, 2010, which could pave the way for Greektown Casino to exit as a public company to be called Greektown Superholdings, Inc. Judge Shapero of the U.S. Bankruptcy Court for the Eastern District Michigan confirmed a Chapter 11 Plan proposed by certain noteholders of Greektown Casino, which include the hedge funds, in January 2010. The Plan contemplates the transfer of the ownership of Greektown Casino from the Sault Ste Marie Tribe of Chippewa Indians to the noteholders or hedge funds. The Company currently needs a regulatory approval from the MGCB to exit bankruptcy protection. The Company is seeking to beat a June 30, 2010 deadline to fully consummate the Plan. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Put Parties Want Plan Tax Effects Determined ---------------------------------------------------------------- The John Hancock Strategic Income Fund and certain affiliates; Manulife Global Fund U.S. Bond Fund and certain affiliates; Oppenheimer Champion Income Fund and certain affiliates; Brigade Capital Management; Sola Ltd.; Solus Core Opportunities Master Fund Ltd.; the Official Committee of Unsecured Creditors; and Deutsche Bank Trust Company Americas as indenture trustee for senior notes issued by the Debtors seek authority from the Bankruptcy Court to allow them or Reorganized Greektown to seek a determination from the Michigan Department of Treasury of the tax effects, under Section 346 of the Bankruptcy Code and the Michigan Business Tax Act, of the confirmed Chapter 11 Plan of Reorganization. John Hancock, Manulife, Sola, Solus and Brigade are holders of bond claims and prepetition credit agreement claims against the Debtors. They are referred to as the Put Parties. The Put Parties, together with Creditors Committee and the Indenture Trustee are the proponents of the Chapter 11 Plan confirmed by the Court on January 22, 2010. The confirmed Plan has yet to be declared effective. Allan S. Brilliant, Esq., at Dechert LLP, in New York, notes that certain conditions precedent must be satisfied for the effective date of the Plan to occur, including: -- all authorizations, consents and regulatory approvals required for the Plan's effectiveness will have been obtained and not revoked, including required City of Detroit or required Michigan Gaming Control Board regulatory approvals and consents; -- as required, Reorganized Greektown's ownership structure, capitalization and management will have been approved by the MGCB and the City of Detroit; -- the Tax Rollback will have become effective; and -- either the Debtors' assumption of the current development agreement with the City of Detroit, or the Debtors' entry into a revised development agreement with the City of Detroit acceptable to the Put Parties that complies with Michigan Law, will have been approved by a final order. Mr. Brilliant relates that the Noteholder Plan Proponents are working diligently to consummate the Plan as soon as possible and have already satisfied certain of the conditions, one of which is the Court's approval of the settlement with the City of Detroit, and the MGCB's approval of the Tax Rollback. However, certain regulatory approvals remain outstanding, he notes. In the event of an actual controversy regarding any determination as may be made pursuant to a request as authorized by the Noteholder Plan Proponents' Request, the Noteholder Plan Proponents or Reorganized Greektown assert that they will be authorized to seek a declaration from the Bankruptcy Court of the tax effects of the Plan after the times set forth in Section 1146(b) of the Bankruptcy Code. Section 1146(b) provides that the court may authorize the proponent of a plan to request a determination, limited to questions of law, by a State or local governmental unit charged with responsibility for collection or determination of a tax on or measured by income, of the tax effects, under Section 346 of the Bankruptcy Code and under the law imposing the tax, of the plan. In the event of an actual controversy, the court may declare the effects after the earlier of: * the date on which the governmental unit responds to the request; or * 270 days after the request. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GULF FLEET: Gets Third Interim Okay to Use Cash Collateral ---------------------------------------------------------- Gulf Fleet Holdings, Inc., et al., sought and obtained, for the third time, interim authorization from the Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana to use the cash securing their obligations to their prepetition lenders until June 22, 2010. On May 17, 2010 and May 28, 2010, the Court conducted interim hearings on the Debtors' request to use cash collateral. On May 18, 2010, the Court entered the first interim emergency order authorizing Debtors to use cash collateral. On May 29, 2010, the Court entered the second interim order authorizing the continued use of cash collateral. As of the Petition Date, the Debtors estimate that they had $1.2 million of cash collateral in accounts maintained at Comerica Bank and Iberia Bank. The Debtors entered into: a. a $67 million revolving credit and term loan agreement, dated as of May 2007, as amended on August 2007 and January 2010, with (a) Comerica Bank, as lender and administrative agent (the Agent); (b) BBVA Compass Bank; (c) ING Capital, LLC; and (d) PNC National Association. As of the Petition Date, the Debtors allegedly owe a total sum of approximately $37.5 million under the Credit Agreement; b. a $6 million Term B Loan Agreement, dated May 2007, and amended on January 2010, with Brightpoint. As of the Petition Date, the Debtors owe approximately $7.6 million under this subordinated debt agreement; c. a $6 million term loan term loan agreement and security agreement, dated as of October 2008, and amended on January 2010, with LBC Credit Partners II, L.P. As of the Petition Date, the Debtors allegedly owe approximately $6.2 million under this agreement; d. $4.25 million term loan and security agreement, dated as of October 2008, and amended on January 2010 with Bank One Equity Investors-BIDCO, Inc. As of the Petition Date, the Debtors allegedly owe approximately $3.9 million under this agreement; e. $1.2 million retail loan and security agreement, dated as of August 2006, with Bank of America. As of the Petition Date, about $1.1 million is owed under this agreement; f. a factoring agreement, dated September 2009, with Gulf Fleet Financing, LLC. Pursuant to this agreement, Gulf Financing purchased accounts receivable with a face amount of approximately $2.9 million from the Debtors for a purchase price of approximately $2.9 million; and g. two convertible subordinated notes in favor of Gulf Fleet Financing, LLC, in the amounts of $5,452,600 and $2,897,400 respectively, and both of which are dated January 2010. Benjamin W. Kadden, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, one of the attorneys for the Debtors, explained that the Debtors need to use its prepetition lenders' cash collateral 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/GULF_FLEET_HOLDINGS_budget.pdf In exchange for using the cash collateral, the Debtors will grant the Agent valid, perfected, and enforceable replacement liens on and first priority postpetition security interests in all assets of any of the Debtors. To the extent the Replacement Liens are insufficient to provide the Agent with adequate protection, an allowed administrative superpriority expense claim against each Debtor on all of the Postpetition Collateral, and to the extent allowed by law, the right to continue to accrue and add to the Prepetition Indebtedness expenses of the Agent, Senior Bank Lenders or Subordinate Lenders, incurred and to be incurred in connection with the Chapter 11 Cases including negotiating, monitoring, and implementing the Cash Collateral granted under this Second Interim Order. The Official Committee of Unsecured Creditors objected to certain relief granted to the lenders regarding further use of cash collateral. The Court has set a final hearing for June 22, 2010, at 1:30 p.m. on the Debtors' request to use cash collateral. 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. GULF FREEWAY: 1st Int'l Bank Asks Court to Bar Cash Use ------------------------------------------------------- 1st International Bank asks the U.S. Bankruptcy Court for the Southern District of Texas, in Houston, to prohibit Gulf Freeway Plaza LLC, formerly known as La Hacienda Business Park L.L.C., from using the bank's cash collateral. The bank said Gulf Freeway as borrower executed and delivered on January 21, 2005, a promissory note for $2,720,000 and payable to the order of 1st International Bank as Lender. The Note has been modified and extended three times. The Note is secured by a real property and an Assignment of Rents dated January 21, 2005. According to the bank, the Debtor failed to make a December 28, 2009 payment on the Note. The bank had posted the Property for July 6, 2010 foreclosure sale. The Debtor filed for bankruptcy to avoid the sale. As of the Petition Date, the bank says, the Debtor owes the bank $2,383,490 plus interest accruing at the daily rate of $527.7135 under the Note. The bank says the rentals and revenues due under all leases and subleases covering the Property and in all other revenues arising from or generated by operation of the Property constitute the cash collateral of the bank as that term is defined in Section 363(a) of the Bankruptcy Code. The bank objects to the Debtor's use of the cash collateral. The bank says the Debtor has not sought its permission to use the cash collateral. The bank is represented in the case by: Patrick J. Schurr, Esq. SCHEEF & STONE, L.L.P. 2601 Network Boulevard, Suite 102 Frisco, Texas 75034 Tel: (214) 472-2100 Fax: (214) 472-2150 E-mail: Patrick.schurr@solidcounsel.com Houston, Texas-based Gulf Freeway Plaza LLC, fdba La Hacienda Business Park LLC, filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D. Tex. Case No. 10-34332). John L. Green, Esq., who has an office in Houston, Texas, assists the Company in its restructuring effort. The Company listed $12,700,000 in assets and $6,180,532 in liabilities. HALO COMPANIES: Posts $800,500 Net Loss for Q1 2010 --------------------------------------------------- Halo Companies, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $800,554 on $2,031,925 of revenue for the three months ended March 31, 2010, compared with net income of $267,395 on $2,327,024 of revenue for the same period ended March 31, 2009. The Company's balance sheet at March 31, 2010, showed $3,414,609 in assets, $2,830,944 of liabilities, and $583,665 of stockholders' equity. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?64a5 Allen, Tex.-based Halo Companies, Inc., is a holding company with subsidiaries operating primarily in the consumer financial services industry, providing services related to personal debt, credit, mortgage, real estate, loan modification and insurance. Montgomery Coscia Greilich LLP, in Plano, Tex., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has incurred losses since its inception and has not yet established profitable operations. HANA BIOSCIENCES: Posts $5.5 Million Net Loss for Q1 2010 --------------------------------------------------------- Hana Biosciences, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $5,472,912 for the three months ended March 31, 2010, compared with a net loss of $5,626,355 for the same period ended March 31, 2009. The Company's balance sheet as of March 31, 2010, showed $5,637,717 in assets and $28,391,391 of liabilities, for a stockholders' deficit of $22,753,674. The Company does not generate any recurring revenue and will require substantial additional capital before it will generate cash flow from its operating activities, if ever. The Company's currently available capital is only sufficient to fund its operations through the end of June 2010 and will require the Company to significantly reduce its current level of expenses and may impede its progress toward the continued development of its product candidates. Accordingly, the Company's continued operations are entirely dependent upon immediately obtaining additional capital and it does not currently have any committed sources of such additional capital. The Company will be unable to continue development of its product candidates unless it is able to obtain additional funding through equity or debt financings or from payments in connection with potential strategic transactions. "If the Company is unable to raise additional capital, it may be required to cease operations altogether. These conditions raise substantial doubt as to the Company's ability to continue as a going concern." A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?64a2 About Hana Biosciences Hana Biosciences, Inc., is a South San Francisco, California-based biopharmaceutical company dedicated to developing and commercializing new and differentiated cancer therapies designed to improve and enable current standards of care. BDO Seidman, LLP, in San Francisco, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. HARRAH'S ENTERTAINMENT: $43-Mil. Offer Tops Bid for Thistledown --------------------------------------------------------------- Dow Jones Daily Bankruptcy Review reports that Harrah's Entertainment Inc. emerged on top again during the second auction for Magna Entertainment Corp.'s Thistledown racetrack, agreeing to purchase the Ohio assets in exchange for $43 million. 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. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of December 31, 2008. HARVEST OAKS: Unsecured Creditors Won't Have Official Committee --------------------------------------------------------------- Marjorie K. Lynch, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, notified the U.S. Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors in the chapter 11 case of Harvest Oaks Drive Associates, LLC. Ms. Lynch explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC, filed for Chapter 11 bankruptcy protection on April 21, 2010 (Bankr. E.D. N.C. Case No. 10-03145). Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company listed $15,832,000 in assets and $14,634,161 in debts. HAWAIIAN TELCOM: Appoints Richard Jalkut as Chairman ---------------------------------------------------- Hawaiian Telcom Holdco announced the nomination of Kurt M. Cellar to its board of directors and the selection of Richard A. Jalkut as chairman of the board, effective upon the Company's emergence from Chapter 11, BankruptcyData.com reports. "Our new board nominees each have extremely impressive backgrounds in building and managing successful companies in the communications industry," said Eric K. Yeaman, president and chief executive officer of Hawaiian Telcom. "We look forward to their strategic guidance as we further establish Hawaiian Telcom as the state's leading communications provider. I am also excited to welcome Richard Jalkut as our new Chairman of the Board. Richard's vast experience in the industry and his proven leadership ability will help successfully drive this company forward." Cellar currently serves on several other boards including Aventine Renewable Energy, Inc., The Penn Traffic Company, Inc. and Six Flags Entertainment. Jalkut is the president and C.E.O. of U.S. TelePacific Corporation. About Hawaiian Telcom Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc. -- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products and services including local and long distance service, high-speed Internet, wireless services, and print directory and Internet directory services. The Company and seven of its affiliates filed for Chapter 11 protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-13086). As reported by the TCR on December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the transfer of the Chapter 11 cases to the U.S. Bankruptcy Court for the District of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005). Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard Freres & Co. LLC as investment banker; Zolfo Cooper Management LLC as business advisor; Deloitte & Touche LLP as independent auditors; and Kurztman Carson Consultants LLC as notice and claims agent. An official committee of unsecured creditors has been appointed and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii. When the Debtors filed for protection from their creditors, they listed total assets of $1,352,000,000 and total debts of $1,269,000,000 as of September 30, 2008. Bankruptcy Judge Lloyd King entered on December 30, 2009, an order confirming a plan of reorganization for Hawaiian Telcom. HENRY MARINE: Files for Chapter 11 Bankruptcy in Brooklyn --------------------------------------------------------- Henry Marine Service Inc. made a voluntary filing under Chapter 11 in the U.S. Bankruptcy Court in Brooklyn, New York, to prevent the Internal Revenue Service from seizing the Company's three tugboats, according to silive.com. According to the report, the Company fell behind on its taxes after committing $3 million to environmentally improve the vessels, which included installing new engines. The Company listed assets of less than $50,000 and liabilities of between $1 million and $10 million. HUNG TRAN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Hung T. Tran 5014 Royal Estates Ct. San Jose, CA 95135 Bankruptcy Case No.: 10-55939 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Charles Novack Debtor's Counsel: Shawn R. Parr, Esq. Parr Law Group, PC 1625 The Alameda #101 San Jose, CA 95125 Tel: (408) 267-4500 E-mail: shawn@parrlawgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-55939.pdf The petition was signed by Hung T. Tran. INDIGO LAKES: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Indigo Lakes LLC 312 Indigo Drive Daytona Beach, FL 32114 Tel: (561) 542-6669 Bankruptcy Case No.: 10-25990 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Debtor's Counsel: William J. Ridings Jr., Esq. 1375 Gateway Blvd. Boynton Beach, FL 33426 Tel: (561) 767-3049 Fax: (561) 767-3031 E-mail: wridings@atlanticlegalgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Kenneth W. Brown. INNATECH LLC: Finalizes Sale of Richmond Plant ---------------------------------------------- Micah Sommer at the Palladium-Item reports that Innatech LLC finalized the sale of its assets May 28, including a Richmond, Michigan, location that specializes in automotive parts, to Engineered Plastic Components, according to documents provided by a former Innatech employee. Headquartered in Rochester, Michigan, Innatech LLC, dba Dynamic, manufactures and designs "highly-engineered injection molded components and assemblies." Innatech's are sold to Tier I and Tier II automotive suppliers and to customers in the packaging, office furniture, appliances, household goods, toys, and personal care markets. Innatech employs almost 150 people at three facilities located in Michigan, Indiana and Ohio. The Company filed for Chapter 11 bankruptcy protection on March 23, 2010 (Bankr. E.D. Mich. Case No. 10-49380). Robert D. Gordon, Esq., who has an office in Birmingham, Michigan, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. IREX TECHNOLOGIES: Financial Woes Prompt Chapter 11 Filing ---------------------------------------------------------- iRex Technologies filed for bankruptcy under Chapter 11, blaming financial woes on delays during the FCC approval process of its DR800 e-book reader. A person familiar with the filing said the e-book reading launch was held up by the FCC and missed the critical window to be placed on shelves for the holiday shopping season, according to electronista. Netherlands-based iRex Technologies develops electronic paper technology. J & J CONSTRUCTION: Files Schedules of Assets & Liabilities ----------------------------------------------------------- J & J Construction Group, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Georgia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $7,076,800 B. Personal Property $6,515,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $5,400,840 E. Creditors Holding Unsecured Priority Claims $1,246 F. Creditors Holding Unsecured Non-priority Claims $2,539,026 ----------- ----------- TOTAL $13,591,800 $7,941,112 Roswell, Georgia-based J & J Construction Group, Inc., filed for Chapter 11 bankruptcy protection on May 31, 2010 (Bankr. N.D. Ga. Case No. 10-76169). Rodney L. Eason, Esq., at The Eason Law Firm, 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. J & J CONSTRUCTION: Section 341(a) Meeting Scheduled for July 1 --------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of J & J Construction Group, Inc.'s creditors on July 1, 2010, at 1:00 p.m. The meeting will be held at Third Floor - Room 365, Russell Federal Building, 75 Spring Street SW, Atlanta, GA 30303. 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. Roswell, Georgia-based J & J Construction Group, Inc., filed for Chapter 11 bankruptcy protection on May 31, 2010 (Bankr. N.D. Ga. Case No. 10-76169). Rodney L. Eason, Esq., at The Eason Law Firm, 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. JEN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Jen Holdings, Inc. dba Mike Quinn Pumping Company 5790 Rogers Street Las Vegas, NV 89118 Bankruptcy Case No.: 10-20522 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Timothy P. Thomas Law Offices of Timothy P. Thomas, LLC 8670 W. Cheyenne Avenue #120 Las Vegas, NV 89129 Tel: (702) 227-0011 Fax: (702) 227-0015 E-mail: tthomas@tthomaslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $2,961,066 while debts total $5,658,687. A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-20522.pdf The petition was signed by Quinn Isley, president. JEVIC TRANSPORTATION: Access to Lenders' Cash Expires on June 30 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Jevic Holding Corp., et al., to use their prepetition secured lenders' cash collateral until June 30, 2010. The Debtors will use the cash collateral to analyze claims filed, determine if a structure for winding down these Chapter 11 cases is feasible, pay monthly fixed costs for document retention, claims and noticing agent services, limited payroll, and limited professional fees. As adequate protection for any diminution in value of the secured party's collateral, the Debtors will grant the secured party adequate protection liens and superpriority administrative expense claims, subject to the carve out. Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provides trucking services. The company has two units: Jevic Holding Corp. and Creek Road Properties. Neither of the units have assets nor operations. The company and its affiliates filed for chapter 11 protection on May 20, 2008 (Bankr. D. Del. Case No. 08-11008). Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware, represent Jevic Transportation. The U.S. Trustee for Region 3 has appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors have ceased substantially all of their business and terminated approximately 90% of their employees. The Debtors continue to manage the wind-down process in attempt to deliver all of the freight that is in their system and to retrieve their assets. When the Debtors filed for protection against their creditors, they listed assets and debts between $50 million and $100 million. As reported in the Troubled Company Reporter on Jan. 3, 2009, The company reported a net loss of $296,469 on $0 revenues for the month of September 2008. At Sept. 30, 2008, the company had total assets of $28,934,350, total liabilities of $36,188,467, and stockholders' deficit of $7,254,117. JOSE VACA: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------- Joint Debtors: Jose Vaca Mercedes Vaca 517 E. Carey Avenue North Las Vegas, NV 89030 Bankruptcy Case No.: 10-20510 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Samuel A. Schwartz, Esq. 701 E. Bridger Avenue, Suite 120 Las Vegas, NV 89101 Tel: (702) 385-5544 Fax: (702) 385-2741 E-mail: sam@schwartzlawyers.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Joint Debtors' say that assets total $601,790 while debts total $1,410,587. A copy of the Joint Debtors' list of 6 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-20510.pdf The petition was signed by the Joint Debtors. K-V PHARMACEUTICAL: Earns $108.6 Million in Q3 Ended Dec. 31 ------------------------------------------------------------ K-V Pharmaceutical Company filed its quarterly report on Form 10-Q, reporting net income of $108.6 million on $147.5 million of revenue for the three months ended December 31, 2009, compared with a net loss of $95.1 million on $27.6 million of revenue for the same period ended December 31, 2008. The Company's balance sheet as of December 31, 2009, showed $584.5 million in assets, $440.9 million of liabilities, and $143.6 million of stockholders' equity. As reported in the Troubled Company Reporter on March 29, 2010, KPMG LLP, in St. Louis, Missouri, espressed 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. "Significant negative impacts on operating results and cash flows from these actions including the potential inability of the Company to raise capital; suspension of manufacturing; significant uncertainties related to litigation and governmental inquiries; and debt covenant violations raise substantial doubt about the Company's ability to continue as a going concern." For periods subsequent to December 31, 2009, the Company expects losses to continue because it is unable to generate any significant revenues from its own manufactured products until it is able to resume shipping certain or many of its approved products, which currently is not expected to occur until the fourth quarter of calendar year 2010 at the earliest. In addition, the Company must meet ongoing operating costs as well as costs related to the steps it is currently taking to prepare for reintroducing its approved products to the market. If it is not able to obtain the FDA's clearance to resume manufacturing and distribution of its approved products in a timely manner and at a reasonable cost, its financial position, results of operations, cash flows and liquidity will continue to be materially adversely affected. "These conditions raise substantial doubt about our ability to continue as a going concern." The Company believes that it is not in compliance with one or more of the requirements of its mortgage loan arrangement as of March 31, 2009, June 30, 2009, September 30, 2009, and December 31, 2009. Failure by the Company to comply with the requirements of the mortgage loan arrangement or to otherwise receive a waiver from the mortgage lender for any noncompliance could result in its outstanding mortgage debt obligation accelerating and immediately becoming due and payable. A full-text copy of the quarterly report for the period ended December 31, 2009, is available at no charge at: http://researcharchives.com/t/s?64a3 K-V Pharmaceutical Company reported a net loss of $54.0 million on $3.3 million of revenue for the three months ended September 30, 2009, compared with a net loss of $43.6 million on $131.1 million on revenue for the three months ended September 30, 2008. A full-text copy of the quarterly report for the period ended September 30, 2009, is available at no charge at: http://researcharchives.com/t/s?64a4 Bridgeton, Missouri-based K-V Pharmaceutical Company (NYSE: Kva/KVb) -- http://www.kvpharmaceutical.com/-- 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. KERYX BIOPHARMACEUTICALS: Posts $4.0 Million Net Loss in Q1 2010 ---------------------------------------------------------------- Keryx Biopharmaceuticals, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $4,015,000 on no revenue for the three months ended March 31, 2010, compared with net income of $451,000 on $3,330,000 of for the same period ended March 31, 2009. The Company's balance sheet as of March 31, 2010, showed $36,721,000 in assets, $8,170,000 if liabilities, and $28,551,000 of stockholders' equity. As reported in the Troubled Company Reporter on March 29, 2010, KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that of the Company's substantial recurring losses from operations, deficiency in equity, limited cash, cash equivalents, and short-term investment securities, and illiquid investments in auction rate securities. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?64a1 Based in New York, Keryx Biopharmaceuticals, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of medically important pharmaceutical products for the treatment of life-threatening diseases, including cancer and renal disease. KINSLEY FOREST: Plan Confirmation Hearing Set for July 20 --------------------------------------------------------- The Hon. Jerry W. Venters of the U.S. Bankruptcy Court for the Western District of Missouri will consider at a hearing on July 20, 2010, at 1:30 p.m., approval of Kinsley Forest Estates, LLC's Disclosure Statement and confirmation of the proposed Plan of Reorganization. Objections, if any, are due on July 13, 2010. The Court has preliminarily approved the Disclosure Statement. According to the Disclosure Statement, the Plan provides (i) the sale of a portion of the property for the HUD 22(d)(4) program, free and clear of all liens and encumbrances, (ii) the renewal of the loan, or (iii) the auction of the remaining portion of the property. Under the Plan, the secured claim of Hillcrest Bank will be paid from the proceeds of any sale or transfer of the property, up to $7,660,000 plus interest at the non-default rate. There is one unsecured claim amounting to $2,297, which will be paid (i) in full if the loan is renewed; or (ii) will receive any proceeds remaining after distribution of Classes 1-3, if property is liquidated. The partners' interest will be subordinate to the claims and they will not receive a distribution under the Plan, unless all claims are paid in full. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/KinsleyForest_DS.pdf About Kinsley Forest Estates Lenexa, Kansas City-based Kinsley Forest Estates, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. W.D. Mo. Case No. 10-40896). Nancy S. Jochens, Esq., at Jochens Law Office, Inc., assists the Company in its restructuring effort. According to the schedules, the Company has assets of $16,250,485, and total debts of $7,859,000. LOWER BUCKS: Has Until August 12 to Propose Chapter 11 Plan ----------------------------------------------------------- The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania extended Lower Bucks Hospital, et al.'s exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until August 12, 2010, and October 10, 2010, respectively. As reported in the Troubled Company Reporter on May 20, 2010, the Debtors requested for extension of their exclusive periods until September 11 and November 9. The Debtors said they need additional time to discuss with potential buyers of the their assets and considering business alternatives. The Debtors are exploring two basic options for their reorganization -- a stand-alone plan of reorganization, well as a sale of substantially all of the Debtors' assets -- to determine which alternative will provide the greatest benefit. Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit hospital based in Bristol, Pennsylvania. The Hospital is currently licensed to operate 183 beds. Together with affiliates Advanced Primary Care Physicians and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre campus with several medical facilities. The Hospital's emergency room serves approximately 30,000 patients annually. For the fiscal year ending June 30, 2009, Lower Bucks had $114 million in consolidated revenues. Lower Bucks Hospital filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239). The Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced Primary Care Physicians -- also filed Chapter 11 petitions. Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist the Hospital in its restructuring effort. Donlin, Recano & Company, Inc., is the Hospital's claims and notice agent. The Hospital listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. LYONDELL CHEMICAL: Outcome Exceeds Expectations, Investor Says -------------------------------------------------------------- The Wall Street Journal's Mara Lemos Stein reports that Andreas Heeschen -- whose ProChemie Holding joined Len Blavatnik's Access Industries as a 50-50 investor in LyondellBasell during its restructuring -- has only good things to say about the U.S. bankruptcy system. "To go in and save such an internationally diversified company, it's impressive," he said in a meeting Wednesday at Dow Jones's offices in Manhattan, according to the Journal. "That the management team and the creditor groups could interact in such a way . . . it's thanks to the bankruptcy system in this country." According to the Journal, Mr. Heeschen declined to disclose the returns on his LyondellBasell investment but said the outcome exceeds the expectations the investors had a year ago, given the grim outlook for the industry at the time. As LyondellBasell regains its feet, it's "a big boys' game" now, Mr. Heeschen said. The Journal says Mr. Heeschen had his last day on LyondellBasell's board on Wednesday, when new investors took over at LyondellBasell, which emerged from bankruptcy in late April. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAGNA ENTERTAINMENT: Harrah's $43-Mil. Tops Bid for Thistledown --------------------------------------------------------------- Dow Jones Daily Bankruptcy Review reports that Harrah's Entertainment Inc. emerged on top again during the second auction for Magna Entertainment Corp.'s Thistledown racetrack, agreeing to purchase the Ohio assets in exchange for $43 million. 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. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of December 31, 2008. MARK ALLEN WYNNE: U.S. Trustee Unable to Form Creditors Committee ----------------------------------------------------------------- Charles F. McVay, U.S. Trustee for Region 7, notified the U.S. Bankruptcy Court for the Western District of Texas that he was unable to appoint an official committee of unsecured creditors in the Chapter 11 cases of Mark Allen Wynne, et al. The U.S. Trustee explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. San Antonio, Texas-based Mark Allen Wynne filed for Chapter 11 bankruptcy protection on March 29, 2010 (Bankr. W.D. Texas Case No. 10-51127). These affiliates of the Debtor filed separate Chapter 11 petitions: -- Premier General Holdings, LTD (Case No. 10-50606) on February 19, 2010; and -- Premier General Holdings, LTD (Case No. 10-51005) on March 17, 2010 MARTIN MOSQUEDA: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Martin Mosqueda Macrina Mosqueda 1439 East Lincoln Street Escondido, CA 92027 Bankruptcy Case No.: 10-09881 Chapter 11 Petition Date: June 6, 2010 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Joseph J. Rego, Esq. Law Office of Joseph Rego 8765 Aero Drive, Suite 306 San Diego, CA 92123 Tel: (858) 598-6628 Fax: (858) 598-6631 E-mail: joerego@regolaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb10-09881.pdf The petition was signed by Martin Mosqueda and Macrina Mosqueda. MC PRECAST: Court Converts Case to Chapter 7 Liquidation -------------------------------------------------------- The Hon. W. H. Drake of the U.S. Bankruptcy Court for the Northern District of Georgia converted the Chapter 11 case of MC Precast, Inc., to one under Chapter 7 of the Bankruptcy Code. Newnan, Georgia-based MC Precast, Inc., filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D. Ga. Case No. 10-10466). J. Robert Williamson, Esq., at Scroggins and Williamson, 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. MDRNA INC: Posts $9.5 Million Net Loss for Q1 2010 -------------------------------------------------- MDRNA, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $9,490,000 on $184,000 of revenue for the three months ended March 31, 2010, compared with net income of $7,281,000 on $14,151,000 of revenue for the same period ended March 31, 2009. The Company's balance sheet as of March 31, 2010, showed $8,597,000 in assets and $18,120,000 of liabilities, for a stockholders' deficit of $9,523,000. As reported in the Troubled Company Reporter on March 26, 2010, KPMG LLP, in Seattle, Washington, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that of the Company's recurring losses, recurring negative cash flows from operations, and accumulated deficit. As of March 31, 2010, the Company had an accumulated deficit of $272,507,000 and expects to incur losses in the future as it continues its research and development activities. At March 31, 2010, the Company had a working capital deficit of $970,000 and $3,786,000 in cash, including $1,156,000 in restricted cash. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?64a0 Bothell, Wash.-based MDRNA, Inc. is a biotechnology company focused on the discovery, development and commercialization of pharmaceuticals based on RNA interference ("RNAi"). MECHANICAL RUBBER: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Mechanical Rubber 77 Forester Avenue Warwick, NY 10990 Bankruptcy Case No.: 10-36684 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Cecelia G. Morris Debtor's Counsel: Joseph J. Haspel, Esq. 40 Matthews Street, Suite 301 Goshen, NY 10924 Tel: (845) 294-8950 Fax: (845) 294-3843 E-mail: jhaspel@haspellaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $935,100 while debts total $1,030,604. A copy of the Company's list of 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb10-36684.pdf The petition was signed by Cedric Glasper, president. MOJAVE VALLEY: Files for Chapter 7 Bankruptcy in Las Vegas ---------------------------------------------------------- Casino developers Mojave Valley Resort Inc. and Mojave Valley Resort Casino Co. filed for Chapter 7 liquidation in the U.S. Bankruptcy Court in Las Vegas, according to Steve Green of Las Vegas Sun. According to the report, the bankruptcy filing came as trial was set to start in a 2004 U.S. Securities and Exchange Commission lawsuit that alleged Mojave made fraudulent misrepresentations to municipal bond investors who helped fund a plan to develop casinos and housing projects on Indian land near Laughlin. The lawsuit, Las Vegas Sun relates, claimed that Mojave falsely stated that $12.75 million in bond issued in 1999 to partially fund the developments were secured by security interest in the companies' lease dating to 1993 of 528 acres of Fort Mojave Indian Tribe Land. Mojave listed $49,000 in assets and $21.2 million in liabilities, including $9.5 million owed to Desert Springs Community Corp. MOSER ENTERPRISES: Inability to Pay Loan Cues Bankruptcy Filing --------------------------------------------------------------- Colleen Lobner at Chicago Business reports Moser Enterprises Inc. filed for bankruptcy under Chapter 11. The filing came after the Company was unable to pay off or finance a $20 million loan due May 1, 2010, held by Midwest Bank & Trust, which was shutdown by regulators and its operation were taken over by FirstMerit Corp. Naperville-based Moser Enterprises Inc. operates a residential and commercial development firm. The Company listed $3.8 million in assets and $27.2 million in debts. MPF CORP: Filed Amended Chapter 11 Plan of Reorganization --------------------------------------------------------- BankruptcyData.com reports that MPF Corp. filed an Amended Chapter 11 Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court. According to the Disclosure Statement, "The Plan contemplates the sale of the Acquired Assets to the Purchaser. The Debtors will seek authority, in connection with Confirmation of the Plan, to sell the Acquired Assets to the Purchaser, pursuant to the Assignment and Purchase Agreement. The parties will execute the Assignment and Purchase Agreement on or before three days prior to the Confirmation Hearing.. The Assignment and Purchase Agreement provides for the assignment by MPF and MPF-01 of all of their right, title, and interest, in and to the Acquired Assets free and clear of all liens, claims, encumbrances, and interests, other than Permitted Encumbrances. The Assignment and Purchase Agreement also provides that the Debtors will transfer to the Purchaser the Debtors' right, title, and interest in (i) certain designs, drawings reports and other records in the possession of the Debtors, and (ii) any equipment, material or facilities for which title or possession has been previously delivered to the Debtors or for the Debtors' benefit under a Vendor Contract in the possession of the original Vendor or any other Vendor..In addition to, and independent of, any other consideration to be provided under the Assignment and Purchase Agreement for the purchase and sale of the Acquired Assets, the Purchaser will (a) make a cash payment of $104,000,000 in United States of America Dollars to MPF and MPF-01 on the Closing Date, in full, without any deduction, withholding or set-off, and free of all bank charges, (b) assume the Assumed Liabilities in accordance with the Novation Agreements and/or the Confirmation Order, and (c) release MPF-01 from its obligation to pay the Cure Amount under the Cosco Contract. In addition, under the terms of Section 2.6(c) of the Assignment and Purchase Agreement, the Purchaser may make an additional cash payment to MPF to the extent that the aggregate amount of the initial cash payment and any excess funds transferred to DvB pursuant to Section 4.02 of the Plan, is less than (ii) the aggregate amount of the DIP Loan Claims and the DvB Secured Claim; provided, however, that the aggregate amount of the initial cash payment and the additional cash payment shall not exceed $105,000,000 United States of America Dollars. Further, under the terms of the Novation Agreement with W�rtsil� Norway AS, W�rtsil� Norway AS will be permitted to call on the DvB Guarantee upon the completion of certain milestone work, and DvB will release the funds held in the cash collateral account supporting the DvB Guarantee to satisfy the payment of the Cure Amount and the completed milestone work, and DvB will release the funds held in the cash collateral account supporting the DvB Guarantee to satisfy the payment of the Cure Amount and the completed milestone work." About MPF Corp. Headquartered in Bermuda, MPF Corp. Ltd. -- http://www.mpf- corp.com/ -- engages in deep water oil and gas exploration. The company was established on April 25, 2006. The company and debtor-affiliate MPF Holding US LLC filed separate petitions for Chapter 11 relief on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos. 08-36086 and 08-36084). MPF-01 followed on Sept. 25, 2008. D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represents the Debtors as counsel. When the Debtors filed for protection from creditors, they listed assets of $100 million to $500 million, and the same range of debts. The Bermuda Proceedings and the Chapter 11 cases in the U.S. run as parallel proceedings, which is coordinated to effectuate the Debtors' goal of providing for a restructuring of their businesses or sale of assets as may be in the best interests of their estates and creditors. NASH FINCH: Moody's Upgrades Corporate Family Rating to 'B1' ------------------------------------------------------------ Moody's Investors Service upgraded Nash Finch Company's debt ratings, including its Corporate Family and Probability of Default Ratings to B1 from B2, and its convertible senior subordinated notes to B3 from Caa1. The ratings outlook remains positive. The upgrades reflect Nash Finch's relatively stable operating performance and solid credit metrics despite the ongoing challenging economic environment. With low volatility and limited vulnerability to changes in economic conditions, the company's Military Distribution segment has provided some offset to weakness in its Food Distribution and Retail segments, although at a lower gross profit margin. For the latest twelve month period ending March 27, 2010, Debt/EBITDA and EBITA/Interest remained fairly stable at 3.3x and 2.9x, respectively. Liquidity remains good, supported by the expectation for continued positive free cash flow generation and availability under its revolving credit facility, although somewhat tempered by continued sizeable outstanding borrowing. Nash Finch's ratings are constrained by its modest scale and competitive position in the grocery retailing and food distribution segments, and low margin levels. Sales and margins in these businesses have weakened over the past year due to lower comparable sales and a deflationary pricing environment. On a combined basis, in the first quarter of 2010, sales and EBITDA in these segments declined 4% and 14%, respectively, while EBITDA margin declined to 2.4% from 2.6% last year. The rating considers Moody's concern that margin improvement could be limited in the near term due to the uncertain pricing environment and ongoing competitive pressures in some of Nash Finch's segments. The positive ratings outlook reflects the expectation that the company will maintain good liquidity, conservative financial management and solid credit metrics while continuing its growth strategy and modest returns to shareholders. A ratings upgrade would require material and sustained margin improvement while maintaining credit metrics near current levels and good liquidity. The outlook could return to stable through any further margin declines, or should credit metrics or liquidity erode through material debt-funded acquisitions, dividends or share repurchases. These ratings were upgraded: -- Corporate Family Rating to B1 from B2; -- Probability of Default Rating to B1 from B2; -- $322 million convertible senior subordinated notes due 2035 to B3 (LGD6, 92%) from Caa1 (LGD6, 91%) The prior rating action on Nash Finch was on March 25, 2008, when Moody's confirmed the company's B2 Corporate Family Rating with a positive outlook. Nash Finch's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Nash Finch's core industry and believes the company's ratings are comparable to those of other issuers with similar credit risk. Nash Finch, headquartered in Edina, Minnesota, reports three operating segments: food distribution, military food distribution, and retail supermarkets. The company distributes food to retailers and military commissaries and it also operates 54 supermarkets primarily in the upper Midwest region of the United States. Revenue for the 12 months ending March 27, 2010, exceeded $5.2 billion. NATIONAL FRANCHISE: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: National Franchise Developers of Indiana, LLC 1049 E. Michigan Street Indianapolis, IN 46202 Bankruptcy Case No.: 10-08513 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Anthony J. Metz III Debtor's Counsel: Edward B. Hopper II, Esq. Bingham, Farrer & Wilson 342 Massachusetts Avenue, Suite 300 Indianapolis, IN 46204 Tel: (317) 261-4740, Ext. 321 Fax: 317-261-4740 E-mail: ehopper@bfwlawyers.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 3 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/insb10-08513.pdf The petition was signed by Rodney Bynum, member. NEW LEAF: Withdraws Prospectus on Resale of 3,847,064 Shares ------------------------------------------------------------ Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended, New Leaf Brands, Inc., requested the Securities and Exchange Commission to consent to the withdrawal of its Registration Statement on Form S-1 (File No. 333-156537) originally filed on December 31, 2008, together with all exhibits thereto. The Prospectus covered the resale of up to 3,847,064 shares of the Company's common stock by stockholders. About New Leaf Brands Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets and distributes healthy and functional ready-to-drink teas under the New Leaf(R) brand. The Company's balance sheet at March 31, 2010, revealed $6.6 million in total assets and $6.1 million in total liabilities, for a $521,333 million total stockholders' equity. * * * According to the Troubled Company Reporter on April 8, 2010, Mayer Hoffman McCann P.C., in Phoenix, Ariz., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has a working capital deficiency, was not in compliance with certain financial covenants related to debt agreements, and has a significant amount of debt maturing in 2010. NEWARK GROUP: Files for Ch. 11 in New Jersey with Prepack Plan -------------------------------------------------------------- The Newark Group Inc. filed a Chapter 11 petition on June 9 in Newark, New Jersey (Bankr. D. N.J. Case No. 10-27694). Newark Group filed a prepackaged Chapter 11 plan together with the petition. It will seek approval of the explanatory disclosure statement and confirmation of the Plan at a combined hearing on July 27. In early May, the Company solicited votes on the plan. Holders of impaired classes of claims and stock have voted in favor of the Plan. The terms of the Plan are: * $175 million in 9.75% unsecured subordinated notes will be converted into 96.5% of the new equity. Holders of these notes are expected to recover 75.4%. * Trade suppliers and unsecured creditors owed $57 million are unimpaired (will be paid in full). * Pursuant to a settlement, Frederick G. von Zuben will receive partial payment for his unsecured note claim. * Holders of 84% of the existing stock will receive 1.5% of the stock of the reorganized company plus warrants to acquire an additional 15% of the new stock. The new stock provided to existing shareholders is worth $2.4 million * The Company's employee stock ownership plan trust, which currently owns 16% of the equity will receive 2% of the new common stock. The ESOP will have stock worth $3.1 million. The subordinated notes traded on June 2 at $65, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority, a report by Bloomberg News said. The Debtors will fund the Chapter 11 cases with two separate financing credit facilities: (1) Newark will have $50 million in revolving credit financing from lenders led by Wells Fargo Bank, N.A., as agent. After emergence from bankruptcy, the revolving credit will rise to $70 million. (2) Another financing will come from Orix Finance Corp. Newark Group owes $42.8 million on an asset-backed loan facility and $73.6 million on a secured term loan. Orix agreed to provide a $110 million term loan that will pay off an existing term loan and pay down an existing revolving credit. Copies of the Plan and the Disclosure Statement is available for free at: http://bankrupt.com/misc/NewarkGroup_DS.pdf http://bankrupt.com/misc/NewarkGroup_Plan.pdf Road to Bankruptcy Robert H. Mullen, CEO of Newark, says the Company, like others in the industry, has suffered from a significant reduction in demand and revenue in the past two years. At the same time, the Company was confronted with increased costs. For the fiscal year ended in April 2010, revenue was $723 million and the net loss was $32 million. In fiscal 2008, the $19.7 million net loss resulted from $1 billion revenue. As a result, the Company faced liquidity issues that, among other things, significantly strained its ability to service its debt under its $175 million prepetition senior unsecured subordinated notes due 2014. Since March 2009, the Company has been unable to make scheduled semiannual interest payments on the notes. Newark Group expects that their restructuring under Chapter 11 will provide the Company with the capital structure and liquidity necessary to continue operating as a going concern as a result of, among other things: (a) the reduction of the Company's total prepetition debt by more than $200 million (b) significant reductions in ongoing interest expense which will improve cash flow; and (c) the resolution of contractual defaults under its prepetition credit agreements. About the Newark Group With headquarters in Cranford, New Jersey, The Newark Group, Inc. is an integrated global producer of 100% recycled paperboard and paperboard products with significant manufacturing and marketing operations in North America and Europe. The Newark Group is primarily a manufacturer of industrial converting grades of paperboard, core-board, and coated and uncoated folding carton board, and is among the largest producers of these grades in North America. Two other affiliates -- Jackson Drive Corp. and NP Cogen, Inc -- also filed for Chapter 11. Kenneth A. Rosen, Esq., Paul Kizel, Esq., Jeffrey D. Prol, Esq., and Suzanne Iazzetta, Esq., at Lowenstein Sandler PC, serve as counsel to the Debtors. Kurtzman Carson Consultants serves as balloting, claims and noticing agent. Jefferies & Company serves as investment banker. Alixpartners, LLP, serves as restructuring financial advisors. NEWARK GROUP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Newark Group, Inc. 20 Jackson Drive Cranford, NJ 07016 Bankruptcy Case No.: 10-27694 Type of Business: The Newark Group, Inc., manufactures and sells recycled paperboard and paperboard products. The company operates in three segments: Paperboard, Converted Products and International. Chapter 11 Petition Date: June 9, 2010 Bankruptcy Court: U.S. Bankruptcy Court District of New Jersey (Newark) Bankruptcy Judge: Novalyn L. Winfield Debtor's Counsel: Kenneth Rosen, Esq. Lowenstein Sandler 65 Livingston Avenue Roseland, NJ 07068 Tel. (973) 597-2500 Email: krosen@lowenstein.com Debtor's Investment Banker: Jefferies & Company Debtor's Restructuring Financial Advisors: AlixPartners LLP Debtor's Accounting Advisors: Deloitte & Touche LLP Debtor's Claims, Balloting & Noticing Agent: Kurtzman Carson & Consultants LLC Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts : $100,000,001 to $500,000,000 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Jackson Drive Corp. 10-27696 Assets: $1,000,000 to $10,000,000 Debts: $1,000,000 to $10,000,000 NP Cogen, Inc. 10-27699 Assets: $500,000 to $1,000,000 Debts: $100,000,000 to $500,000,000 The petitions were signed by Robert H. Mullen, President and Chief Executive Officer. Newark Group's List of 20 Largest Unsecured Creditors: Entity/Person Nature of Claim Claim Amount ------------- --------------- ------------ The Bank of New York Note Debt Under $204,527,605 As Indenture Trustee Indenture 101 Barclay Street -- 8W New York, NY 10286 Pension Benefit Guaranty Trade Debt $28,421,816 Attn: Office of the General Counsel 1200 K Street, N.W. Washington, DC 20005 VonZuben, Frederick Promissory Note $4,800,000 135 East 74th Street New York, NY 10021 International Paper Recycling Trade Debt $1,931,051 Target Trade Debt $1,590,087 Kroger Company Trade Debt $911,470 Temple Inland Trade Debt $763,025 GP Harmon Recycling Trade Debt $745,429 Rumpke Container Services Trade Debt $643,365 Ekman Recycling Trade Debt $606,422 Waste Management Trade Debt $545,961 Meijer Distribution Inc. Trade Debt $520,496 Great A and P Company, Inc. Trade Debt $465,111 Jasar Recycling Trade Debt $458,319 Alabama Power Company Trade Debt $404,407 International Paper Company Trade Debt $400,491 JB Hunt Transport Trade Debt $332,836 Polyfiber LLC Trade Debt $319,527 CGLIC Bloomfield EASC Trade Debt $309,822 Atmos Energy Marketing Trade Debt $271,576 NEXT 1 INTERACTIVE: Kreamer Weisman Raises Going Concern Doubt -------------------------------------------------------------- Next 1 Interactive, Inc., filed on June 8, 2010, its annual report on Form 10-K for the fiscal year ended February 28, 2010. Kramer, Weisman and Associates, LLP, in Davie, Fla., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had an accumulated deficit of $29,961,571 and working capital deficit of $2,137,631 at February 28, 2010, net losses for the year ended February 28, 2010, of $11,864,232 and cash used in operations during the year ended February 28, 2010, of $5,594,142. The Company reported a net loss of $11,864,232 on revenue of $1,320,225 for the year ended February 28, 2010, compared to a net loss of $3,045,831 on $2,755,608 of revenue for the year ended February 28, 2009. The Company's balance sheet as of February 28, 2010, showed $15,405,745 in assets, $11,597,412 of liabilities, and $3,808,333 of shareholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?649b Weston, Fla.-based Next 1 Interactive, Inc. is a multi-faceted interactive media company whose key focus is real estate and travel. The Company delivers targeted content via digital platforms including Satellite, Cable, Broadcast, Broadband, Web, Print and Mobile. Its media platforms include a 24/7 full time lifestyle programming TV Network called "R&R TV", a real estate Video-On-Demand channel called Home TV on Demand, a web radio network called "R&R Radio" and multiple websites including "RRTV.com" which features live streaming of its television network over the web. NMP INVESTORS: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: NMP Investors, LLC 1030 La Bonita Drive, Suite 314 San Marcos, CA 92078 Bankruptcy Case No.: 10-09920 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Louise DeCarl Adler Debtor's Counsel: Vatche Chorbajian, Esq. Law Offices of Vatche Chorbajian 12707 High Bluff Drive, Suite 100 San Diego, CA 92130 Tel: (858) 759-8822 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Stephen L. Taylor, manager. Debtor's List of 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Club V SPE, LLC Secured Loan $16,558,989 c/o Coastal Capital Real Estate Advisors, Inc. 85 Liberty Ship Way, Ste 106, Sausalito, CA 94965 Andrew L. Younquist Construction Liens $2,900,000 Construction, Inc. 3187 Read Hill Ave., Ste 200 Costa Mesa, CA 92626 First Regional Bank Agreement for $2,650,000 Trust Services, investment return on Custodian original capital 5950 La Place Court, contribution Carlsbad, CA 92008 Robert Wisse, Loan and investment $514,061 19 Arrowood Circle, return due Ryebrook, NY 10573 Vantaggio HOA c/o HOA dues $294,673 Power Prop. Mgmt. 3023 Washington Blvd., Marina del Rey, CA 90292 Law Offices of Attorneys Fees $120,000 Vatche Chorbajian, APC Resident Security Security Deposits $108,000 Deposits Szabo Associates, Inc. Collecting on $17,663 advertising account Riverstone Residential Property Management $9,923 Group Services My Best Friends Cleaning Services $8,610 Services, Inc. California Franchise State Taxes $6,942 Tax Board CST Co., Inc. Collections on $1,758 advertising account Sicari Plumbing Plumbing Services $1,258 Scott Tschappat Repairs/Maintenance $300 LA Department of Utilities $282 Water and Power AT&T Phone Service $147 Apartments 27-7.com Advertising $54 NOBEL GROUP: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Nobel Group, Inc. 20990 Homestead Road Cupertino, CA 95014 Bankruptcy Case No.: 10-55902 Chapter 11 Petition Date: June 6, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Wayne A. Silver, Esq. Law Offices of Wayne A. Silver 333 W El Camino Real #310 Sunnyvale, CA 94087 Tel: (408) 720-7007 E-mail: w_silver@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Gregory T. Malley, company's president. NORTEL NETWORKS: Appeals Court Denies Hearing for Disabled Workers ------------------------------------------------------------------ The Ontario Court of Appeal denied a request for a hearing from a group of about 40 disabled employees to overturn a Canadian judge's decision approving a settlement with Nortel Networks Corp. The Court of Appeal said that Ontario Superior Court Judge Geoffrey Morawetz exercised his discretion "to carefully balance the various interests at stake" in approving the settlement agreement. "In our view he made no demonstrable error in doing so. The settlement cannot be said to be unreasonable," the Court of Appeals said. Judge Morawetz approved on March 31 a settlement agreement, which requires Nortel to pay benefits to its former and disabled employees until the end of the year in return for an agreement not to sue those involved in the management and funding of the company's pension and health and welfare funds, according to a report by Winnipeg Free Press. "It's definitely a lot of bad news for this group," Joel Rochon of Rochon Genova LLP, who represents the disabled workers, told Bloomberg News in a phone interview. "The pressure is now on the federal government to take appropriate steps to get these bills passed to protect these workers," Mr. Rochon said, referring to the proposals that Canada's opposition parties have introduced to change bankruptcy law so that former employees of companies that seek court protection do not lose pensions and disability benefits. The 40 disabled employees, a minority among Nortel's 300 disabled workers and 19,500 others covered by the agreement, argued the time limit on benefits will leave them in poverty after the plan expires, according to a separate report by Montreal Gazette. 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 PHILLY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: North Philly Works, Inc. 1945 7th Avenue New York, NY 10026 Tel: (646) 220-6062 Bankruptcy Case No.: 10-14684 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Jean K. FitzSimon Debtor's Counsel: Kafi M. Lindsay, Esq. Bennett & Walker 100 S. Broad Street, Suite 2130 Philadelphia, PA 19103 Tel: (267) 456-7371 E-mail: kafi.lindsay@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Imar Hutchins, president. NUTRACEA: Gets Court Approval for Class Action Suit Settlement -------------------------------------------------------------- NutraCea disclosed that the United States District Court for the District of Arizona has granted preliminary approval of the previously announced settlement of the securities class action lawsuit against NutraCea and certain former officers and directors. The lawsuit was pending in United States District Court for the District of Arizona and the same claims were also filed in the United States Bankruptcy Court for the District of Arizona. The settlement provides full and complete settlement for all claims against all defendants. The settlement remains subject to approval by the Bankruptcy Court and final approval by the District Court. A hearing on final approval of the settlement by the District Court is scheduled for October 1, 2010. W. John Short, Chairman and CEO, commented, "The court's preliminary approval is an important step in finalizing the settlement of the shareholder class action lawsuit. We are optimistic that this lawsuit will be fully resolved at the October 1 final approval hearing, but as we all know, until the court's decision has been rendered there can be no assurance that the settlement will become final. In the meantime, our team at NutraCea is focused on growing our company for the benefit of our customers, creditors, employees and shareholders and we look forward to the final resolution of this lawsuit." Anyone who purchased NutraCea shares between April 2, 2007 and February 23, 2009 may be entitled to a share of the settlement. Class members will receive a notice setting forth more details about the settlement, including how to submit a claim form. 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. OPUS EAST: Lease Decision Period Extended until August 25 --------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware has further extended the time by which Jeoffrey L. Burtch, the Chapter 7 trustee for the Opus East Debtors, must cause to assume or reject the executory contracts and unexpired property leases of the Opus East Debtors, through and including August 25, 2010. The Court entered its order after R. Grant Dick IV, Esq., at Cooch and Taylor P.A., in Wilmington, Delaware, certified that no objections were filed to the Chapter 7 Trustee's request. About Opus East Rockville-based Opus East LLC has developed more than 13.3 million square feet of space since starting operations in 1994. It filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the District of Delaware. Opus East LLC listed $100 million to $500 million in debts, against $50 million to $100 million in assets in its Chapter 7 petition. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and Chapter 7 proceedings of Opus East their related debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) OPUS EAST: Receives Approval of APG Settlements ----------------------------------------------- In separate filings, Jeoffrey L. Burtch, the Chapter 7 trustee for the Opus East Debtors' estates, asks Judge Walrath to approve two separate "profit participation and escrow agreements" he entered into with the United States of America, acting through the Secretary of the Army, and the Commonwealth Land Title Insurance Company, as escrow agent, in relation to the sale of certain property interests of the Debtors in an Aberdeen Proving Grounds development site. The Chapter 7 Trustee also seeks approval of a distribution of funds on deposit with the Escrow Agent. As previously reported, the Chapter 7 Trustee sought and obtained Court approval to sell certain property interests in the Aberdeen Site to St. John Properties, Inc. Debtors APG I LLC and APG II LLC are ground tenants for Lots 1 and 2 in Land Bay F of the Aberdeen Project Site and as ground tenants, the Debtors are contractually obligated to pay to the U.S. Government a "profit participation fee" that included the amount of "net sales proceeds" realized as a result of the transactions authorized by the Court's sale order. Dale R. Dube, Esq., at Cooch and Taylor, in Wilmington, Delaware, relates that the Chapter 7 Trustee and the U.S. Government were unable to calculate the Net Sales Proceeds because of the nature and timing of the transactions authorized by the Sale Order. Accordingly, the Chapter 7 Trustee and the Government agreed to address the Net Sales Proceeds issue by having the Trustee segregate from the sale proceeds and deposit with the Escrow Agent $67,976 for APG I and $477,188 for APG, Mr. Dube tells the Court. He notes that the amounts are to be administered pursuant to the terms of two Escrow Agreements. Mr. Dube avers that the Chapter 7 Trustee and the Government have complied with the terms of the Escrow Agreements by producing required documentation in support of the calculation of Net Sales Proceeds and by engaging in good faith and arm's-length negotiations. To fully address the matter on the profit participation fees, the parties wish to enter into settlement agreement, which provides that: -- The Chapter 7 Trustee and Government acknowledge and agree that the Escrow Agreements remain in full force and effect and is ratified and affirmed; -- Upon the Court's approval of the Proposed Settlement Agreement, the Chapter 7 Trustee and the Government will authorize the Escrow Agent to promptly distribute the principals of the Escrow Funds and any interests accrued; -- The distribution of the Escrow Fund principals and any accrued interest will be as follows: (a) $52,449 for APG I and $380,593 for APG II principal sums will be distributed to the Government, together with all accrued interests on the Escrow Funds; and (b) The remaining principal balance of the Escrow Funds, $15,527 for APG I and $96,595 for APG II, will be distributed to the Chapter 7 Trustee; -- Distributions to the Government will be made only after the Escrow Agent receives completed "W-9" forms from the Government, at which time the amounts to be distributed to the Government will be transferred to separate federally insured escrow accounts; and -- The Lot 1 and 2 Escrow Agreements will be completed upon the disbursement of the Escrow Funds by the Escrow Agent. * * * In separate filings, Dale R. Dube, Esq., at Cooch and Taylor P.A., in Wilmington, Delaware, certified that no objections were filed to the requests for approval of two separate "profit participation and escrow agreements" Jeoffrey L. Burtch, as the Chapter 7 trustee for the Opus East Debtors, entered into with the United States of America, acting through the Secretary of the Army, and the Commonwealth Land Title Insurance Company, as escrow agent, in relation to the sale of certain property interests of the Opus East Debtors in an Aberdeen Proving Grounds development site. Accordingly, the Court approved the two APG Settlements in separate orders. About Opus East Rockville-based Opus East LLC has developed more than 13.3 million square feet of space since starting operations in 1994. It filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the District of Delaware. Opus East LLC listed $100 million to $500 million in debts, against $50 million to $100 million in assets in its Chapter 7 petition. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and Chapter 7 proceedings of Opus East their related debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) OPUS SOUTH: Waters Edge Files Post-Confirmation Report for Q1 ------------------------------------------------------------- Waters Edge One LLC submitted to the Court a post-confirmation operating report for the quarter ended March 31, 2010. The Chapter 11 Plan of Waters Edge was confirmed on February 18, 2010, and was subsequently declared effective on March 1, 2010. The Post-Confirmation Operating Report reflects cash receipts and cash disbursements of Waters Edge for the reporting period. Waters Edge One LLC Cash Receipts & Disbursements For the quarter ended March 31, 2010 Cash - beginning of period $- Cash Receipts: Cash sales - Collection of accounts receivable - Proceeds from litigation - Exit financing $4,431,045 Unclaimed distributions - Interest income - ---------- Total cash receipts $4,431,045 Cash Disbursements: Claims of bankruptcy professionals $4,431,045 ---------- Total disbursements $4,431,045 Cash Balance End of Quarter $0 ========== About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. The U.S. Bankruptcy Court for the District of Delaware confirmed the Chapter 11 Plan of Liquidation filed by Wachovia Bank, National Association, as administrative agent, and certain lender parties for Waters Edge One, L.L.C., one of the Opus South Debtors, on February 18, 2010. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). PALISADES COUNTRY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Palisades Country Club LLC 6400 Grand Lacuna Blvd Lake Worth, FL 33467 Tel: (561) 542-6669 Bankruptcy Case No.: 10-25994 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: William J. Ridings Jr., Esq. 1375 Gateway Blvd Boynton Beach, FL 33426 Tel: (561) 767-3049 Fax: (561) 767-3031 E-mail: wridings@atlanticlegalgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Kenneth W. Brown. PAUL TRANSPORTATION: Gets Final OK to Factor Invoices to RTS ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Oklahoma issued a final order authorizing Paul Transportation, Inc., to: -- factor its invoices to RTS Financial Services, Inc., at a rate of 1.5% with a 3.5% reserve and with full recourse; -- execute and deliver to RTS a proposed factoring agreement; -- grant liens on and security interests in all Accounts; and -- use cash collateral throughout the pendency of its Chapter 11 case, and provide adequate protection to RTS. According to its request, the Debtor, to survive, began factoring to its invoices to RTS months before the bankruptcy filing. While factoring its invoices may be an ordinary course of business activity in which the Debtor could engage without Court approval, the Debtor noted that factoring on the terms and conditions set forth in the Factoring Agreement with RTS appears to involve elements of secured financing and assets disposition, both of which require Court approval. The Debtor explained that if it is not permitted to immediately continue factoring its invoices, its cash flow will be disrupted, which will render the Debtor unable to operate in the ordinary course of its business and to timely pay its ongoing operational expenses. According to the Debtor's motion, these creditors may assert secured interests in the Debtor's assets: * Afco Insurance Finance; * Brown & Brown of Central OK; * Citizens Bank of Oklahoma; * Commercial Credit Group Inc.; * Coppermark Bank; * FCC Equipment Financing; * GE Capital Corp.; * Colonial Pacific Leasing Corporation; * Transport International Pool, Inc.; * GMAC; * Paccar Financial Corp.; * Paul Logistics, Inc.; * Dell Financial; * IBM Credit LLC; * National American Insurance Company; * Toyota Financial Services, Inc.; * Transadvantage, Inc.; * Union Bank of Chandler; * Wells Fargo Equipment Finance; and * RTS Matthew C. Goodin, Esq. -- mgoodin@klinefirm.org -- at Kline, Kline, Elliott & Bryant, P.C., in Oklahoma City, on the Debtor's behalf, told the Court that, to the extent any of the creditors asserted lien interests against the Debtor's prepetition accounts receivable, those liens appear to have either been subordinated to RTS' interests, or released entirely. General Electric Capital Corporation, Transport International Pool, Inc. d/b/a Trailer Fleet Services, and Colonial Pacific Leasing Corporation objected to the Debtor's request to use cash collateral. The objection indicates that, as of the May 18, 2010 Petition Date, Paul Transportation owed: (1) GE Capital in excess of $6,886,336 under a Truck Lease Agreement; (2) TIP in excess of $5,125,411, consisting of $4,116,029 in unpaid principal and $1,009,382 in past due interest and fees, under various promissory notes. (3) CPLC in excess of $1,218,450 under loan and security agreements. All such amounts are due and payable. The GE entities noted that based on the Debtor's conduct and prepetition performance, they have significant concern as to the Debtor's ability to satisfy its chapter 11 obligations and confirm a plan of reorganization. The GE entities said the Objection was filed out of an abundance of caution. The GE entities are represented in the case by: William H. Hoch, Esq. Nkem A. House, Esq. CROWE & DUNLEVY, A Professional Corporation 20 North Broadway, Suite 1800 Oklahoma City, OK 73102-8273 Tel: (405) 235-7700 Fax: (405) 239-6651 RTS Financial Services is represented in the case by: Edward M. Zachary, Esq. BRYAN CAVE, LLP Two North Central Avenue, #2200 Phoenix, AZ 85004 -- and -- John W. Mee, III, Esq. MEE, MEE, HOGE & EPPERSON, PLLP 50 Penn Place 1900 Northwest Expressway, Suite 1400 Oklahoma City, OK 73118 The interim order indicated that stipulations and agreements were reached at the hearing on the Motion on May 20, 2010. About Paul Transportation Enid, Oklahoma-based Paul Transportation Inc. -- dba PTI; Trucking; Paul Transportation; Paul Transportation Systems, Inc.; and Paul's Transportation -- operates 125 company trucks and uses an additional 51 owner/operators to provide flatbed transportation services across the lower 48 states. Paul Transportation filed for Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. W.D. Okla. Case No. 10-13022). G. David Bryant, Esq.; Matthew Clay Goodin, Esq.; and Stephen W. Elliott, Esq., at Kline, Kline, Elliott & Bryant, assist the Company in its restructuring effort. In its schedules, the Debtor reported $38,249,443 in total assets and $23,535,843 in total liabilities. PAUL TRANSPORTATION: May Retain 169 Trailers -------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma signed off on an agreed order that allows Paul Transportation, Inc., to retain 169 of the trailers the Debtor purchased using loans provided by Transport International Pool, Inc. d/b/a Trailer Fleet Services. TIP objected to the Debtor's bid to use cash collateral. As of May 18, 2010, TIP alleges that the Debtor owes $5,125,411 on unpaid promissory notes. The Debtor has returned 42 trailers to TIP prepetition. With respect to the retained trailers, the Debtor agrees to maintain proper insurance and keep the trailers in good working condition, subject to normal use conditions, while continuing to make six bi-monthly payments of $20,000 to TIP. About Paul Transportation Enid, Oklahoma-based Paul Transportation Inc. -- dba PTI; Trucking; Paul Transportation; Paul Transportation Systems, Inc.; and Paul's Transportation -- operates 125 company trucks and uses an additional 51 owner/operators to provide flatbed transportation services across the lower 48 states. Paul Transportation filed for Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. W.D. Okla. Case No. 10-13022). G. David Bryant, Esq.; Matthew Clay Goodin, Esq.; and Stephen W. Elliott, Esq., at Kline, Kline, Elliott & Bryant, assist the Company in its restructuring effort. In its schedules, the Debtor reported $38,249,443 in total assets and $23,535,843 in total liabilities. PENHALL HOLDING: Moody's Downgrades Default Ratings to 'Caa3' ------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of Penhall Holding Company -- probability of default to Caa3 from Caa2, and corporate family to Ca from Caa2. The rating outlook remains negative. The downgrades reflect an unsustainable leverage level, declining backlog, upcoming debt maturities and a weaker than average creditor recovery prospect. In Moody's view U.S. non-residential construction activity will decline about 10% in 2010 and stabilize in 2011. Potential for Penhall's securing enough highway rehabilitation work to reverse the near-term financial stress appears low, especially in light of exposure to California (a key Penhall market) and the southwestern U.S. The revolver expires in July 2011, the unsecured term loan ($84 million accreted value) matures in April 2012, while other debts ($11 million) mature through mid-2011. The Caa3 probability of default rating also contemplates recent revolver and secured term loan amendments-- plus the company's option to accrue until maturity its unsecured term loan interest -- these factors could help avoid near-term activation of a challenging financial ratio covenant test. The Ca corporate family rating reflects application of Moody's Loss Given Default Methodology with a 40% recovery assumption. The recovery assumption has been lowered to 40% from 50%. Poor tangible asset to debt coverage, weak earnings outlook and small size drove Moody's changed recovery view-- which caused the two, versus one, notch corporate family rating downgrade. Ratings: Penhall Holding Company -- Probability of default to Caa3 from Caa2 -- Corporate family to Ca from Caa2 -- $60 million unsecured term loan due April 2012 affirmed at Ca, to LGD 6, 93% from LGD 5, 89% Penhall International Corp. -- $175 million 12% second lien notes due August 2014 to Caa3 LGD 4, 54% from Caa2 LGD 3, 43% Moody's last rating action on Penhall occurred June 16, 2009, when the probability of default rating was downgraded to Caa2 from Caa1. Penhall Holding Company is the largest provider of concrete cutting, breaking and highway grinding services in North America. Penhall provides a broad range of services including equipment rental with experienced operators who can operate equipment, and project managers for more complex requirements. The company operates 35 locations in 18 states and maintains over 800 pieces of equipment, in the U.S. and Canada. PETTUS PROPERTIES: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Pettus Properties, Inc. 14040 S. Tryon Street Charlotte, NC 28278 Bankruptcy Case No.: 10-31632 Chapter 11 Petition Date: June 8, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: George R. Hodges Debtor's Counsel: Richard M. Mitchell, Esq. Mitchell & Culp, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 E-mail: rmmatty@mitchellculp.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company says that assets total $0 while debts total $10,558,975. The petition was signed by J.H. Pettus, president. Debtor's List of 7 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ BB & T Gary Finch Trade $3,149,500 Commercial Real Estate Group 200 S. College Street, 2nd Floor Charlotte, NC 28202 Parker, Poe, Adams & Bernstein Professional Fees $34,427 Three Wachovia Center 401 S. Tryon Street, #3000 Charlotte, NC 28202 The Budd Group Trade $20,641 Accounts Receivable 2325 South Stratford Road Winston-Salem, NC 27103 PAR Realty Investors Loan $11,189 BB & T Loan $9,825 James Access Control Trade $4,630 Greer & Walker, LLP Professional Fees $4,625 PROJECT ORANGE: Files Schedules of Assets and Liabilities --------------------------------------------------------- Project Orange Associates, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $9,728,500 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $19,695 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $15,430,687 ----------- ----------- TOTAL $9,728,500 $15,450,382 New York-based Project Orange Associates, LLC, filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. S.D.N.Y. Case No. 10-12307). Timothy W. Walsh, Esq., at DLA Piper LLP (US), assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. PROSPECT HOMES: Files for Chapter 11 Protection ----------------------------------------------- Aaron Kremer at Richmond BizSense reports that Prospect Homes filed for Chapter 11 bankruptcy protection armed with a plan of liquidation, wherein unsecured creditors will net get any money. According to the report, the Company lacked adequate funding to complete projects and could not continue to pay bills when became due because secured lenders had begun on collateral. The Company said sales fell 40% in 2008, and by 2009, homes were selling for less than the debt owed on those properties. Company president Joe Audi provided more than $1 million in debtor-in-possession financing to the company, Mr. Kremer notes. Prospect Homes engages in home building. PROTECTION ONE: Entity Exercises Option to Buy 48.8-Mil. Shares --------------------------------------------------------------- Protection Acquisition Sub Inc. exercised its option to purchase directly from the Protection One Inc. 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. 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 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. QB2 HOLDINGS: Section 341(a) Meeting Scheduled for June 29 ---------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of QB2 Holdings, LP's creditors on June 29, 2010, at 1:00 p.m. The meeting will be held at the Austin Room 118, Homer Thornberry Building., 903 San Jacinto, Austin, TX 78701. 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. Austin, Texas-based QB2 Holdings, LP, filed for Chapter 11 bankruptcy protection on May 31, 2010 (Bankr. W.D. Tex. Case No. 10-11526). Stephen W. Sather, Esq., at Barron & Newburger, P.C., 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. RICHARD THOMPSON: Case Summary & 11 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Richard Paul Thompson, Jr. 1171 Beach Blvd Jacksonville Beach, FL 32250 Bankruptcy Case No.: 10-04915 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Bryan K. Mickler, Esq. 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 Fax: (904) 725-0855 E-mail: court@planlaw.com Scheduled Assets: $1,662,598 Scheduled Debts: $3,412,184 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-04915.pdf The petition was signed by Richard Paul Thompson, Jr. ROBERT VACCARO: Voluntary Chapter 11 Case Summary ------------------------------------------------- Joint Debtors: Robert J. Vaccaro Maryann Vaccaro 18 Raintree Court Holmdel, NJ 07733 Bankruptcy Case No.: 10-27442 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: Jules L. Rossi, Esq. Law Office of Jules L. Rossi 208 Main Street Asbury Park, NJ 07712 Tel: (732) 774-5520 Fax: (732) 744-5870 E-mail: jlrbk423@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of creditors together with its petition. The petition was signed by the Joint Debtors. RUSTICK LLC: Gets Okay to Hire Dilworth Paxson as Bankr. Counsel ---------------------------------------------------------------- Rustick, LLC, obtained authorization from the Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Dilworth Paxson LLP as bankruptcy counsel. Dilworth Paxon will, among other things: a. prepare applications, pleadings, briefs, memoranda and other documents and reports as may be required; b. represent the Debtor at all hearings and adversary proceedings; c. represent the Debtor in its dealings with the estate's creditors and other parties-in-interest; and d. prepare a Plan and Disclosure Statement, as well as appropriate motions relating to the Debtor's liquidating plan and proposed auction sale. Dilworth Paxson will be paid based on the hourly rates of its personnel: Partners $350-$725 Associates $225-$350 Paralegals $130-$150 James J. Rodgers, a partner at Dilworth Paxson, assured the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Kane, Pennsylvania-based Rustick, LLC, filed for Chapter 11 bankruptcy protection on May 13, 2010 (Bankr. W.D. Pa. Case No. 10-10902). The Company listed $1,000,001 to $10,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. RUSTICK LLC: Gets OK to Tap Quinn Law as Local & Conflicts Counsel ------------------------------------------------------------------ Rustick, LLC, obtained authorization from the Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Quinn Law Firm as local and conflicts counsel. Quinn Law will: a. give the Debtor legal advice with respect to matters involving Merrill Lynch and Bank of America; b. give the Debtor legal advice with respect to the local rules and practices of this Court; and c. perform other legal services for the Debtor which may be necessary, and which are not duplicative of the services provided to the Debtor by Dilworth. Lawrence C. Bolla, Esq., a member at Quinn Law, said that the firm will be paid based on the hourly rates of its personnel: Lawyers $160-$325 Paraprofessionals $65-$80 Quinn Law is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Kane, Pennsylvania-based Rustick, LLC, filed for Chapter 11 bankruptcy protection on May 13, 2010 (Bankr. W.D. Pa. Case No. 10-10902). The Company listed $1,000,001 to $10,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. RUSTICK LLC: Secures $1,390,000 DIP Loan From Merrill Lynch ----------------------------------------------------------- Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania in Erie was scheduled on Thursday to consider approval of Rustick, LLC's request to: -- obtain postpetition financing from Merrill Lynch Portfolio Management, Inc.; -- grant the claims of the DIP Lender superpriority claim status; -- grant the DIP Lender security interests in and liens on the DIP Collateral; -- authorize the Debtor to use Cash Collateral and to provide adequate protection to Pre-petition Secured Parties; -- authorize the Debtor to use the proceeds of the DIP Facility. Merrill Lynch Portfolio Management is providing a delayed-draw term loan of up to $1,390,000, which will include a CapEx Reserve of up to $500,000. The loan matures November 10, 2010. The Debtor intends to sell its assets in the Chapter 11 case, and requires immediate funding to continue in business as a going concern pending such sale. The Debtor sought to borrow up to $119,130 from the DIP Lender with respect to the Term Loan and on an interim basis. Merrill Lynch, Pierce, Fenner & Smith Incorporated or its affiliates or successors holds 100% of the Pennsylvania Economic Development Financing Authority's Solid Waste Disposal Revenue Bonds in the aggregate amount of approximately $23.825 million. The Bonds are secured by a first priority lien on all of the Debtor's assets. The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, N.A., is Trustee under the Bonds. Merrill Lynch is also the holder of 100% of certain convertible notes issued August 2005. Merrill Lynch loaned additional funds to the Debtor under a January 2007 Amended and Restated Convertible Term Note for $14.0 million and a July 2009 Second Amended and Restated Convertible Term Note for $15,625,000. Merrill Lynch is also the holder of an August 2005 placement agent note. The Merrill Lynch Notes are secured by a lien on the equity in Rustick. As of March 31, 2010, the Debtor's liability for the subordinated Merrill Lynch Note Claims is $20.9 million. Of this amount, $18.8 million is outstanding principal and accrued interest on the Merrill Lynch Notes and $2.1 is outstanding principal and interest on the Merrill Lynch Placement Note. Roberta A. DeAngelis, acting United States Trustee for Region 3, objected to the Debtor's request, saying local rule LR 4001-3 requires that the content of agreements concerning use of cash collateral "shall comply with the Cash Collateral Guidelines specified in the Court Procedures Manual." The U.S. Trustee said the lengthy and complex provisions of the Motion include provisions which fail to conform to the requirements of LR 4001-3 and General Court Procedure Number 10. The Debtor is represented by: Peter C. Hughes, Esq. Jennifer L. Maleski, Esq. DILWORTH PAXSON LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Tel: (215) 575-7000 -- and -- Lawrence C. Bolla, Esq. Nicholas R. Pagliari, Esq. QUINN BUSECK LEEMHUIS TOOHEY AND KROTO, INC. 2222 West Grandview Boulevard Erie, PA 16506 Tel: (814) 833-2222 E-mail: lbolla@quinnfirm.com npagliari@quinnfirm.com Plan of Reorganization On the petition date, the Debtor filed a plan of reorganization and accompanying disclosure statement that calls for a sale of substantially all assets to a purchaser to be identified during an auction and sale process. Claims will be paid from the Plan Cash on the Plan Effective Date, which will occur upon closing of the sale of Debtor's assets. No liens will be retained or granted. The Plan documents indicate the Debtor, as of February 28, 2010, has $27,932,920 in total assets to satisfy $39,268,645 in Secured Claims, $7,260.55 in Priority Claims, and $27,429,597 in scheduled General Unsecured Claims, as well as other claims and interests. A full-text copy of the Debtor's Plan is available at no charge at http://bankrupt.com/misc/RUSTICKLLC_Plan.pdf A full-text copy of the Debtor's Disclosure Statement is available at no charge at http://bankrupt.com/misc/RUSTICKLLC_DS.pdf The United States Trustee has appointed an official committee of unsecured creditors in the case. The Committee has retained Robert S. Bernstein, Esq., Kirk B. Burkley, Esq., and Bernstein Law Firm, P.C. as counsel; and James W. Fox and Executive Sounding Board Associates, Inc. as Financial Advisor. About Rustick Rustick, LLC, owns and operates a Subtitle D landfill located in McKean County, Pennsylvania, which disposes of non-hazardous waste from about 50 customers. As a designated landfill to the McKean County Solid Waste Plan, Rustick's customer base is local and includes home and business owners, independent licensed haulers, municipal governments, and large businesses and institutions within McKean County and surrounding rural counties in Northwest Pennsylvania. The Landfill was acquired by the Debtor in 2005 from McKean County Solid Waste Authority for $17 million. Kane, Pennsylvania-based Rustick, LLC, filed for Chapter 11 bankruptcy protection on May 13, 2010 (Bankr. W.D. Pa. Case No. 10-10902). SALANDER-O'REILLY: Auction of European Art Disappointing -------------------------------------------------------- Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports that the auction of European art from the gallery of Lawrence Salander yielded disappointing results this week, an outcome that surely left the company's creditors most disappointed of all. The auction was held at Christie's in New York. Ms. Feintzeig relates the creditors -- who include artists, collectors and investors allegedly bilked out of $93 million by Mr. Salander's fraudulent scheme -- are in line to see proceeds from the sale of the pricey works of art. But the paintings, which came from the studios of artists like El Greco and Sir Peter Paul Rubens, only brought in $2.1 million, falling short of the $2.3 million low estimate set before the sale, Bloomberg reported, according to Ms. Feintzeig. A third of the items up for grabs went unsold. Ms. Feintzeig says the top-selling item at the auction came from the studio of El Greco. The painting, which depicts Jesus on his knees, fetched $386,500 and was originally purchased by Mr. Salander for $262,400, according to Bloomberg, Ms. Feintzeig relates. About Salander-O'Reilly Established in 1976, New York-based Salander-O'Reilly Galleries LLC -- http://www.salander.com/-- exhibited and managed fine art from renaissance to contemporary. On Nov. 1, 2007, three creditors filed an involuntary chapter 7 petition against the gallery (Bankr. S.D.N.Y. Case Number 07-13476). The petitioners, Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard Ellenberg, disclosed total claims of more than $5 million. Amos Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The Koegel Group LLP represent the petitioners. On Nov. 9, 2007, the Debtor's case was converted to a chapter 11 proceeding (Bankr. S.D.N.Y. Case No. 07-30005). Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP, represents the gallery. Salander-O'Reilly Galleries was owned by Lawrence B. Salander and his wife, Julie D. Salander, of Millbrook, New York. The couple also had membership interests in galleries including non-debtor entities, Renaissance Art Investors and Salander Decorative Arts LLC. The couple filed for chapter 11 protection on Nov. 2, 2007 (Bankr. S.D.N.Y. Case No. 07-36735). Douglas E. Spelfogel, Esq., and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P. Persichilli, Esq., at Buchanan Ingersoll PC represent the Debtors in their restructuring efforts. When they filed for bankruptcy, Mr. and Mrs. Salander listed assets and debts between $50 million and $100 million. Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly Galleries' manager and turned over the control to Triax Capital Advisors LLC, an independent turnaround firm. The U.S. Bankruptcy Judge in Poughkeepsie, New York, converted the Chapter 11 case of Salander and his wife to a liquidation in Chapter 7 in May 2008, automatically bringing the appointment of a trustee. SD TRUST: U.S. Trustee Forms 5-Member Creditors Committee --------------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed five members to the official committee of unsecured creditors in the Chapter 11 case of SD Trust, LLC. The Creditors Committee members are: 1. Robert E. Alexander 351 Cherokee Lake Road Tamassee, SC 29686 Tel: (864) 944-5817 2. Dennis E. Pifer 204 Windlake Drive Seneca, SC 29672 Tel: (864) 723-5090 3. Jeff Greenberg Greenberg Investments 128 Ratson Avenue Mill Valley, CA 94941 Tel: (408) 316-1015 4. Ronald Priddy 581 Tall Ship Salem, SC 29676 Tel: (864) 723-4339 5. Cory S. Chambers 30 Marina Village Way Salem, SC 29676 Tel: (864) 944-2376 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. Greenville, South Carolina-based SD Trust, LLC, filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. D. S.C. Case No. 10-03185). Robert H. Cooper, Esq., at Greenville, South Carolina, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. SD TRUST: Files Schedules of Assets and Liabilities --------------------------------------------------- SD Trust, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $9,068,150 B. Personal Property $442,432 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,978,293 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $3,330,108 ----------- ----------- TOTAL $9,510,582 $16,305,401 Greenville, South Carolina-based SD Trust, LLC, filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. D. S.C. Case No. 10-03185). Robert H. Cooper, Esq., at Greenville, South Carolina, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. SEDONA DEVELOPMENT: Seeks July 1 Extension of Schedules Filing -------------------------------------------------------------- Sedona Development Partners, LLC, and The Club At Seven Canyons, LLC are seeking a 21-day extension -- through July 1, 2010 -- of their deadline to file their Statements of Financial Affairs and Schedules of Assets and Liabilities required by Section 521(a)(1)(B) of the Bankruptcy Code. The Debtors note their cases complicated, involving more than $65,000,000 in secured debt with several different secured lenders. There are also a variety of unsecured claimants and golf club membership issues involving hundreds of members which must be addressed in the Debtors' schedules. The Debtors note that they have begun to prepare their Statements and Schedules, but, as a purely practical matter, require additional time to complete and file them with the Court. Sedona Development Partners owns an 18-hole golf course and related properties, including luxury villas, a practice park, range house, tennis courts and related facilities in Sedona, Arizona, known generally as Seven Canyons. The Club at Seven Canyons, LLC, operates the golf course and related facilities for SDP. SDP is the manager and sole member of the Club. Sedona Development Partners filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711). The Club At Seven Canyons filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 10-16714). John J. Hebert, Esq., Philip R. Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC, serve as the Debtor's bankruptcy counsel. Lender Specialty Trust is represented by Joseph E. Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A. Sedona listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. SEDONA DEVELOPMENT: Seeks to Use Specialty Trust Cash Collateral ---------------------------------------------------------------- Sedona Development Partners, LLC, and The Club At Seven Canyons, LLC, seek authority from the U.S. Bankruptcy Court of the District of Arizona to use, for a period of 90 days, cash which may be claimed as "cash collateral" by Specialty Trust, Inc., in its capacity as lender or purported agent for certain investors. Although the Debtors do not believe that the cash generated by their operations and sought to be used is, in fact, cash collateral, they made the request in an abundance of caution and to allow the continuation of their operations until such time as the Court may determine the nature and extent of Specialty's liens, if any exist, in the Debtors' postpetition revenues. The Debtors said the revenues implicated by their request would be used in accordance with a budget, to pay the Debtors' ordinary and necessary operating expenses. The Debtors note that nearly all of their revenue is derived from the golf course and related facilities owned by SDP and operated by the Club. In connection with the acquisition, development, and operation of the Property, SDP entered into a series of loan transactions with Specialty. Specialty claims that there exists a principal balance due and owing under the Loans in excess of $54,384,000. Specialty alleges that, among other things, one or more of the parcels comprising the Property serve as collateral for the Loans. The Debtors also indicated they'll use $24,000 of the cash to repair a well pump necessary to keep the golf course watered and green. The Debtors said it absolutely imperative that the well pump be repaired as soon as possible, because despite their best efforts to maintain the course while the pump was down, the golf course is already demonstrating the ill-effects of a lack of sufficient water. The Debtors' lawyers may be reached at: John J. Hebert, Esq. Philip R. Rudd, Esq. Wesley D. Ray, Esq. POLSINELLI SHUGHART PC 3636 North Central Avenue, Suite 1200 Phoenix, AZ 85012 Tel: (602) 650-2000 Fax: (602) 264-7033 E-Mail: jhebert@polsinelli.com prudd@polsinelli.com wray@polsinelli.com Attorneys for Specialty Trust are: Joseph E. Cotterman, Esq. Nathan W. Blackburn, Esq. GALLAGHER & KENNEDY, P.A. 2527 E. Camelback Road Phoenix, AZ 85016-9225 E-mail: jec@gknet.com nate.blackburn@gknet.com Sedona Development Partners owns an 18-hole golf course and related properties, including luxury villas, a practice park, range house, tennis courts and related facilities in Sedona, Arizona, known generally as Seven Canyons. The Club at Seven Canyons, LLC, operates the golf course and related facilities for SDP. SDP is the manager and sole member of the Club. Sedona Development Partners filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711). The Club At Seven Canyons filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 10-16714). Sedona listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. SEDONA DEVEVLOPMENT: Wants to Hire Highland Financial as CRO ------------------------------------------------------------ Sedona Development Partners, LLC, and The Club At Seven Canyons, LLC, have sought permission from the U.S. Bankruptcy Court for the District of Arizona to employ John Prince of Highland Financial Consulting LLC as chief restructuring officer. Highland Financial will: a) work closely with Debtors' legal counsel to facilitate preparation and filing of a Plan of Reorganization, assist in preparation and filing of statements and schedules, monthly operating reports, and any other operating required to facilitate the intended successful reorganization of the client; b) attend certain court hearings on behalf of the Debtors; and c) serve in the capacity as the Debtors' Chief Restructuring Officer, assisting with the financial oversight and management of all financial operations of client on as needed basis. Highland Financial will be paid $135 per hour for its services. To the best of the Debtors' knowledge, Highland Financial is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Sedona, Arizona-based Sedona Development Partners, LLC, filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711). Philip R. Rudd, Esq., at Polsinelli Shughart PC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. SELF STORAGE: Case Summary & 22 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Self Storage of Walnut Creek, LLC 2690 North Main Street Walnut Creek, CA 94597 Bankruptcy Case No.: 10-46516 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Randall J. Newsome Debtor's Counsel: Joel K. Belway, Esq. Law Offices of Joel K. Belway 235 Montgomery St. #668 San Francisco, CA 94104 Tel: (415) 788-1702 E-mail: belwaypc@pacbell.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Sidney Corrie, Jr., president of managing member. Debtor's List of 22 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CA Franchise Tax Board $12,000 P.O. Box 942857 Sacramento, CA 94267-0601 Nonna Cheatham $495 2690 N. Main Street #CG110 Walnut Creek, CA 94597 Geoffrey Smith $460 2690 N. Main Street #CB86 Walnut Creek, CA 94597 Allergy & Asthma Medical Group $435 Urban Bay Properties $345 Dianne S. Hammond $335 Harold J. Eisenberg $280 Insight Capital $265 Greta Heintz $260 Joanne M. Harrington $242 Denalect Alarm $242 Deborah Bornheimer $242 Robert C. Bub Med. Association $242 Mike Whitehurst $240 Suzanne Wyatt $230 The Men's Wearhouse $230 David G. Patterson $230 Appel Law Firm LLP $230 Robert P. Gould $210 James B. Lee $205 Daniel J. Levy $205 Lyn Walters $205 SILGAN HOLDINGS: Moody's Assigns 'Ba1' Rating on New Facilities --------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Silgan Holdings Inc. new secured credit facilities and revised the ratings outlook to positive. Moody's also affirmed the Ba2 Corporate Family Rating. The rating is in response to the company's announcement that it has engaged Deutsche Bank Securities Inc. and Banc of America Securities LLC to arrange a proposed new credit facility to refinance its existing senior secured credit facility. The proceeds of the refinancing are expected to be used to pay down the existing credit facility and to increase cash on hand. The positive outlook reflects the company's success in improving margins, low leverage and strong interest coverage. The positive outlook also reflects the company's stable profitability and consistent free cash generation. Although leverage is likely to rise over time, Moody's expects that Silgan will pursue policies to maintain credit metrics at a level strong enough to warrant an upgrade over the rating horizon. The Ba2 corporate family rating reflects the concentrated industry structure, strong contract structures and stable profitability in the company's primary segment. The rating also reflects its onsite presence with customers and barriers to entry in the primary segment. The corporate family rating is constrained by the company's acquisitiveness, largely commoditized product line and concentration of sales. The rating is also constrained by the lack of growth in the primary end market, less favorable operating environment in the company's plastics and closures segments, and the potential for increased operating risk over time stemming from the company's acquisition strategy. Contract structures and the competitive environment are not as favorable in the company's plastics and closures segments leading to more volatile operating results. Moody's took these rating actions: -- Assigned $550 million revolver due 2015, Ba1 (LGD 3, 36%) -- Assigned $300 million term loan A due 2016, Ba1 (LGD 3, 36%) -- Assigned CAD81 million term loan A due 2016, Ba1 (LGD 3, 36%) -- Assigned EUR125 million term loan A due 2016, Ba1 (LGD 3, 36%) -- Affirmed $450 million senior secured first lien revolver due 2011, Ba1 (LGD 3, 30%), expected to be withdrawn after the close of the transaction; -- Affirmed $345 million senior secured first lien term loan A due 2011, Ba1 (LGD 3, 30%), expected to be withdrawn after the close of the transaction; -- Affirmed $44 million senior secured first lien term loan B due 2012, Ba1 (LGD 3, 30%), expected to be withdrawn after the close of the transaction; -- Affirmed CAD $90 million Canadian term loan due 2012, Ba1 (LGD 3, 30%). expected to be withdrawn after the close of the transaction; -- Affirmed $250 million 7.25% senior unsecured notes due 2016, Ba3 (LGD 5, 81% from LGD 5, 77%); -- Affirmed $200 million 6.75% senior subordinated notes due 2013, B1 (LGD 6, 94%); -- Affirmed corporate family rating, Ba2; -- Affirmed probability of default, Ba2; -- Revised the ratings outlook to positive from stable. Moody's last rating action on Silgan occurred on May 4, 2009, when Moody's affirmed the company's Ba2 corporate family rating and a stable ratings outlook and rated the new senior unsecured notes Ba3. Headquartered in Stamford, Connecticut, Silgan Holdings Inc. is a manufacturer of metal and plastic consumer goods packaging products. Silgan operates 66 plants throughout North and South America, Europe and Asia and its consolidated net revenue for the twelve months ended March 31, 2010, was approximately $3.1 billion. SILVER STAR: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Silver Star Development, L.P. 801 W. 10th Street Fort Worth, TX 76102 Bankruptcy Case No.: 10-43870 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Richard G. Grant, Esq. Roberts & Grant, PC 1304 John McCain Road Colleyville, TX 76034 Tel: (214) 210-2929 Fax: (214) 224-0198 E-mail: rgrant@robertsandgrant.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Larry Gentry, president of GP. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- SSD Partners, L.L.C. 10-43871 06/07/10 SIRIUS XM: Unit Deregisters Senior PIK Secured Notes Due 2011 ------------------------------------------------------------- XM Satellite Radio Inc. filed a Form 15 to cancel the registration of its Senior PIK Secured Notes due 2011. As of June 3, 2010, nobody holds the Company's Senior PIK Secured Notes. About Sirius XM Radio Based in New York, Sirius XM Radio Inc. has two principal wholly owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service. In July 2008, the Company's wholly owned subsidiary, Vernon Merger Corporation, merged with and into XM Satellite Radio Holdings Inc. and, as a result, XM Satellite Radio Holdings Inc. became Sirius' wholly owned subsidiary. The Company's balance sheet at March 31, 2010, shows $7.7 billion in total assets and $7.5 in billion total liabilities, for a $152.0 million of total stockholders' equity. * * * Sirius carries (i) a 'B' corporate credit rating from Standard & Poor's and (ii) 'Caa1' corporate family rating and 'B3' probability of default rating from Moody's. SITHE/INDEPENDENCE FUNDING: Moody's Reviews 'Ba2' Bond Rating ------------------------------------------------------------- Moody's Investors Service has placed the Ba2 rating of Sithe/Independence Funding Corporation's senior secured bonds under review for possible downgrade. The review will consider the impact of any rating action on Dynegy on the project rating in light of the project's close relationship with Dynegy Holdings Inc. and the relative absence of ring-fencing in place between Dynegy and the project. Dynegy's B2 Corporate Family Rating is currently under review for possible downgrade as well. Dynegy owns Sithe; it is the sole holder of the project's $419 million of unrated subordinated debt; and it is the guarantor of the obligations of its affiliate, Dynegy Power Marketing, under DPM's tolling and financial swap agreements with the project that together relate to 90% of the project's energy output and contribute a substantial portion of its gross margins. That said, Moody's notes that the majority of the project's cash flows come from its contract with Consolidated Edison Company of New York (A3 stable) for 740 MW of capacity. Sithe's rating was confirmed following Dynegy's downgrade last year, but Moody's noted at the time that the rating could face downward pressure if Dynegy's own credit quality deteriorated further. While Sithe's rating is not directly linked to Dynegy's, it is not completely separated either. The review will consider the fact that Sithe does not benefit from certain ring-fencing measures, including an independent director, that are characteristic of many other project financings, particularly those that are wholly-owned by non-investment grade companies. One consequence of the project's lack of independence and its exposure to Dynegy is its failure to exercise any of the remedies available to it as a result of the continuing technical defaults under the various project agreements with DHI's affiliates. These defaults are due to Dynegy's non-investment grade credit quality and its failure to provide substitute guaranties of its subsidiaries' obligations. While senior lenders benefit from the very limited rights of the subordinated debt until the senior notes are repaid in full, the project's close and complex relationship with Dynegy could make it easier for Dynegy to file Sithe for voluntary bankruptcy and seek its substantive consolidation should Dynegy have to file itself. Though the costs and risks associated with such a move could exceed any benefits it provides, the way in which the project calculates senior debt service coverage could increase Dynegy's incentive to file the project for bankruptcy protection in order to gain access to excess project cash flows. Because the project nets subordinated interest expense against cash flow available for debt service, Moody's believes that the project's subordinated debt obligations to Dynegy could potentially prevent it from complying with its restricted payments test and making distributions to Dynegy. The review will also consider the reasons for the significant deterioration in financial performance that the project exhibited in the first quarter of 2010, when debt service coverage dropped to 1.3x from 1.8x during the same period a year earlier, and the prospects for improvement. The last rating action on Sithe Funding occurred on May 5, 2009, when the Project's rating was confirmed. Sithe/Independence Funding Corporation is a wholly owned subsidiary of Sithe/Independence Power Partners, L.P., which is a 1,064 MW natural gas fired cogeneration facility located in Oswego County, New York. Sithe Funding's debt is guaranteed by Sithe Power (the project) and secured by all the assets of Sithe Power. The project is owned by Dynegy Holdings Inc. (B2 CFR RUR Down) and is capitalized with approximately $287 million of outstanding senior secured notes and $419 million of subordinated debt held by Dynegy. SMART ONLINE: Sells More Convertible Secured Notes Due 2013 ----------------------------------------------------------- Smart Online, Inc. sold an additional convertible secured subordinated note due November 14, 2013 in the principal amount of $600,000 to a current noteholder. The Company is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing September 2, 2010. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides website consulting services, primarily in the e-commerce retail industry products and services. * * * The Company's balance sheet as of March 31, 2010, showed $1,146,666 in assets and $17,453,810 of liabilities, for a stockholders' deficit of $16,307,144. SOUTHGATE BAPTIST: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Southgate Baptist Church Inc. dba Southgate Christian School P.O. Box 5427 Augusta, GA 30916 Bankruptcy Case No.: 10-11315 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Augusta) Judge: Susan D. Barrett Debtor's Counsel: James T. Wilson, Jr., Esq. 945 Broad St., Ste 220 P.O. Box 2112 Augusta, GA 30903 Tel: (706) 722-4933 Fax: (706) 722-0472 E-mail: pam@jtwilsonlaw.com Scheduled Assets: $1,818,971 Scheduled Debts: $114,017 A list of the Company's 9 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb10-11315.pdf The petition was signed by Oliver Hobbs, Jr., company's CFO. SPECIALTY PRODUCTS: Section 341(a) Meeting Scheduled for July 9 --------------------------------------------------------------- Roberta A. Deangelis, the Acting U.S. Trustee for Region 3 will convene a meeting of Specialty Products Holding Corp. and Bondex Intl., Inc.'s creditors on July 9, 2010, at 9:30 a.m. The meeting will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, 844 King Street, Wilmington, Delaware 19801. 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. 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 are 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. SPECIALTY PRODUCTS: Wants Schedules Filing Extended by 45 Days -------------------------------------------------------------- Specialty Products Holding Corp., et al., have asked the U.S. Bankruptcy Court for the District of Delaware to extend to 45 days the deadline for the filing of schedules of assets and liabilities, schedules of executor contracts and unexpired leases, and statements of financial affairs. Bankruptcy Rules 1007(b) and (c) require a Chapter 11 debtor to file with its voluntary petition, or within 14 days thereafter, its schedules. Under Local Rule 1007-1(b), the deadline for filing the schedules is automatically extended to 30 days from the petition date if a debtor has more than 200 creditors. Completing the schedules and statements requires the Debtors to collect, review and assemble a substantial amount of information. The Debtors' cases involve thousands of creditors and other parties- in-interest. Given the large number of creditors, and the critical matters that the Debtors' management and professionals were required to address prior to the commencement of the Debtors' Chapter 11 cases, the Debtors need additional time to file the schedules. 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 are 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. SSD PARTNERS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: SSD Partners, L.L.C. 801 W. 10th Street Fort Worth, TX 76102 Bankruptcy Case No.: 10-43871 Chapter 11 Petition Date: June 7, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Richard G. Grant, Esq. Roberts & Grant, PC 1304 John McCain Road Colleyville, TX 76034 Tel: (214) 210-2929 Fax: 214-224-0198 E-mail: rgrant@robertsandgrant.com Estimated Assets: $100,001 to $500,000 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 Larry Gentry, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Silver Star Development, L.P. 10-43870 06/07/10 STATION CASINOS: Frank Fertitta Has 41.7% of Existing Stock ----------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, FCP Voteco, LLC; Thomas J. Barrack; Jr.; Frank J. Fertitta III; and Lorenzo J. Fertitta, disclosed that they beneficially own 41.7% equity stake in Station Casinos, Inc., as of May 4, 2010. The Reporting Entities disclose that on May 25, Fertitta Gaming LLC, G.C. Gaming, LLC, GCR Gaming, LLC, G.C. Aliante, LLC, entered into a Settlement Agreement pursuant to which the parties agreed to settle their dispute relating to GCR's motion filed in the U.S. Bankruptcy Court on February 18, 2010. As part of the Settlement Agreement, FG and the Greenspun Entities have agreed to work together with Station Casinos, Inc. and its affiliates on the restructuring of the outstanding debt obligations of SCI's subsidiaries Green Valley Ranch Gaming, LLC and Aliante Gaming, LLC, and to attempt to acquire the assets or equity interests of GVR and Aliante through the restructuring, sale or auction of those entities. 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) STORY BUILDING: Seeks to Use Cash to Maintain Walter Story Bldg --------------------------------------------------------------- Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the Central District of California granted Story Building LLC interim authority to use cash collateral to operate and maintain the Walter P. Story Building so as to not suffer loss of tenants and to maintain the value of the assets. The Debtor said its primary source of cash is claimed to be the cash collateral of Wells Fargo Bank, N.A., as trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C-1. The Debtor said it must use cash to continue its business and fund operations in support of its overall reorganization strategy. The Debtor and Wells Fargo have entered into a stipulation to govern the use of Cash Collateral. Among other things, the Stipulation requires that, commencing on June 11 and continuing each month thereafter, the Debtor will make $1,798 in interest payments to Wells Fargo. In addition, the use of cash expires June 15, 2010. A full-text copy of the stipulation is available at no charge at http://bankrupt.com/misc/STORYBUILDING_WellsFargoStip.pdf The Court will convene a hearing to consider final approval of the Debtor's request on June 15. In its motion, the Debtor told the Court other creditors may assert involuntary liens on the cash collateral -- Blackhawk Security; Liftech Elevator; and U.S. Volt Electric. The Debtor also said adequate protection is provided to Wells Fargo because the bank is protected by a substantial equity cushion in its collateral. According to the Debtor, the original purchase price for the building was $27,700,000. It was valued at more than $30,000,000 in 2008. Assuming a decline consistent with the market, the Debtor believes the current fair market value of the building based on current occupancy is $17,000,000 to $20,000,000. Wells Fargo asserted a secured claim against the building pursuant to a promissory note. The non-default interest rate under the Note is 5.6%. According to the Debtor, the principal balance of the Note is $11,561,397 as of April 8, 2010. No other voluntary liens are asserted against the building. Story Building LLC is a real estate management company based in Irvine, California. The Company owns and operates a 13-story historical building located in Downtown, Los Angeles, known as the Walter P. Story Building, located at 610 S. Broadway. The building is primarily utilized as a jewelry plaza. Sandford Frey, Esq., at Creim Macias Koenig & Frey, LLP, in Los Angeles, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. STORY BUILDING: Wants Filing of Schedules Extended until June 14 ---------------------------------------------------------------- Story Building LLC has asked the U.S. Bankruptcy Court for the Central District of California to extend the deadline for the filing of schedules of assets and liabilities and statement of financial affairs until June 14, 2010. The schedules were due on May 31, 2010, but the Debtor wants a 14- day extension of the deadline. The Debtor says that there is still a considerable amount of data that must be reviewed in order to complete the necessary disclosures and required papers. The Debtor's counsel, Sandford L. Frey, Esq., at Creim Macias Koenig & Frey LLP, still requires more information and assistance in evaluating and organizing the date before the necessary documents will be ready to file. Irvine, California-based Story Building LLC filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. C.D. Calif. Case No. 10-16614). Sandford Frey, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. SUMNER REGIONAL: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Sumner Regional Health Systems, Inc. has filed with the U.S. Bankruptcy Court for the Middle District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $104,897,609 B. Personal Property $76,082,388 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $159,537,463 E. Creditors Holding Unsecured Priority Claims $2,823,071 F. Creditors Holding Unsecured Non-priority Claims $24,883,364 ----------- ----------- TOTAL $180,979,997 $187,243,898 Gallatin, Tennessee-based Sumner Regional Health Systems, Inc. -- dba Sumner Regional Medical Center, SRHS Professional Services, Sumner Station, Sumner In-Patient Rehabilitation Unit, Westmoreland Pharmacy, Imaging for Women at Sumner Station, Diagnostic Center at Sumner Station, Outpatient Rehab Services at Sumner Station, The Fitness Center at Sumner Station, Sumner Crossroads, and Executive House Apartments -- filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. M.D. Tenn. Case No. 10-04766). Robert A. Guy, Esq., at Frost Brown Todd LLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. SUNESIS PHARMA: Stockholders Elect 2 as Directors ------------------------------------------------- Sunesis Pharmaceuticals Inc.'s stockholders elected James W. Young, Ph.D., and Homer L. Pearce, Ph.D. were elected as directors to hold office until the 2013 Annual Meeting of Stockholders, and Ernst & Young LLP as its independent registered public accountant. South San Francisco, Calif.-based Sunesis Pharmaceuticas, Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for the treatment of hematologic and solid tumor cancers. * * * As reported in the Troubled Company Reporter on April 6, 2010, Ernst & Young, LLP, in Palo Alto, Calif., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for 2009. The independent auditors noted that of the Company's recurring losses from operations. TAYLOR-WHARTON: Closes Sale of Huntsville Operations ---------------------------------------------------- Taylor-Wharton International LLC has completed the sale of the assets of its Huntsville, Alabama cylinder operations and certain of the assets of its Harrisburg, Pennsylvania cylinder operations as part of its Chapter 11 restructuring. The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the sale to Norris Cylinder Company under Section 363 of the U.S. Bankruptcy Code in an order entered on June 9, 2010. Proceeds of the sale will be distributed to the Company's creditors under the terms of Taylor-Wharton's Plan of Reorganization. Judge Shannon confirmed the Plan on May 26, 2010. The Company expects to emerge from Chapter 11 restructuring by June 15, 2010. The Plan will become effective on the same day the Company emerges from Chapter 11. About Taylor-Wharton Taylor-Wharton International, LLC, is the world's leading technology, service and manufacturing network for gas applications involving pressure vessels and precision valves. Taylor-Wharton International operates three complementary businesses from 16 manufacturing, sales, warehouse and service facilities in six countries on four continents, and markets its products in over 80 countries worldwide. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14089). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. TERESA GUIDICE: Files for Chapter 11 Bankruptcy in New Jersey ------------------------------------------------------------- Teresa Giudice and her husband Joe filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New Jersey, according to CBS News Entertainment. Jeanne MacIntosh at New York Post, citing papers filed with court, says Teresa Giudice and her husband Joe owe creditors $10,853,648, consists of: * $104,000 including $20,000 to Bloomingdale's Neiman Marcus, Nordstrom; * $1,280 monthly payment for Cadillac Escalade; * $2.6 million for eight mortgages on three homes; * $5.8 million Joe's business investments; * $85,600 home repairs; * $12,000 fertility treatments; and * $2,300 Phone bill. Teresa Giudice portrays a role in Real Housewives of New Jersey. TC GLOBAL: Registers 312,500 Shares Under 2010 Stock Option Plan ---------------------------------------------------------------- TC Global, Inc., filed with the Securities and Exchange Commission a Form S-8 Registration Statement Under the Securities Act of 1933 to register 312,500 shares of common stock that may be issued under the Company's 2010 Stock Option Plan. The Company also noted that pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the Registration Statement also covers an indeterminate number of additional shares of the Company's common stock that may be necessary to adjust the number of shares reserved for issuance pursuant to such option plan as the result of any future stock split, stock dividend, recapitalization or similar transaction. The proposed maximum aggregate offering price is $512,500. A full-text copy of the registration statement is available at no charge at http://ResearchArchives.com/t/s?64a7 About Tully's Coffee Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty coffee retailer and wholesaler. Through company owned, licensed and franchised specialty retail stores in Washington, Oregon, California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah, throughout Asia with Tully's Coffee International, and with its global alliance partner Tully's Coffee Japan, Tully's premium coffees are available at 545 branded retail locations globally. TC Global also has the rights to distribute Tully's coffee through all wholesale channels internationally, outside of North America, the Caribbean and Japan. TC Global Inc. dba Tully's Coffee reported $15.65 million in total assets, $16.48 million in total liabilities and $1.64 million in noncontrolling interest in joint venture, resulting to a $2.47 million stockholders' deficit as of Dec. 27, 2009. THORNWOOD FURNITURE: Files for Chapter 11 in Phoenix ---------------------------------------------------- Thornwood Furniture Manufacturing Inc., filed for Chapter 11 protection before the U.S. Bankruptcy Court for the District of Arizona on Monday. Thornwood listed assets and debts of $10 million to $50 million in its petition. Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports that Thornwood said in court papers it aims to file a Chapter 11 plan of reorganization that will pay its creditors in full and restructure the debt owed to secured lender Marshall & Ilsley Bank. The bank has accused Thornwood of defaulting upon its loans. Thornwood is asking the Court to pay its nearly 250 full- and part-time employees. Thornwood said its employees are vital to its ability to restructure. Founded in 1987, Thornwood manufactures residential and commercial furnishings at its 500,000-square-foot plant in Phoenix, Arizona. Thornwood furnished the showpiece resort and casino of the $8.5 billion City Center project in Las Vegas. TIEGS FAMILY: Court Dismisses Reorganization Case ------------------------------------------------- The Hon. Howard R. Tallman, of the U.S. Bankruptcy Court for the District of Colorado dismissed the Chapter 11 case of Tiegs Family Trust. As reported in the Troubled Company Reporter on March 10, 2010, the U.S. Trustee for Region 19 sought for the dismissal of the Debtor's case because the Debtor is not eligible for bankruptcy relief, and the Debtor has had negligible income from the petition date on and has conducted no business activities of any kind. Colorado Springs, Colorado-based Tiegs Family Trust filed for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. D. Colo. Case No. 09-35050). According to the schedules, the Company has assets of $16,655,259, and total debts of $13,406,089. TISHMAN SPEYER: Keeps D.C. Buildings After Capital Injection ------------------------------------------------------------ The Wall Street Journal's Lingling Wei reports that a partnership led by Tishman Speyer Properties will keep ownership of a portfolio of Washington, D.C., office buildings after injecting $700 million of fresh capital into the deal. The report notes the Tishman group has been in default since last summer on about $600 million of junior debt tied to the CarrAmerica portfolio, a group of 28 buildings named after the real-estate investment trust that used to own it. Brookfield Properties Corp., which acquired about half at that debt at a discount, had launched foreclosure proceedings in April. According to the Journal, the new capital will pay off that debt, restoring the portfolio to health. The Journal says the deal represents a shot in the arm for Tishman Speyer, one of the nation's most prominent landlords. The reputation of the closely held company been tarnished by high-profile problems with such deals as CarrAmerica and New York's sprawling Peter Cooper Village and Stuyvesant Town apartment complex, the Journal says. The Journal recalls the Tishman partnership purchased the CarrAmerica buildings, totaling 6.3 million square feet, from private-equity giant Blackstone Group LP in a 2006 deal valued at $2.8 billion. As part of that transaction, Tishman brought in about a dozen investors to provide about $600 million in equity, including Lehman Brothers Holdings Inc. and SITQ, the real-estate subsidiary of Canadian pension manager Caisse de Depot et Placement du Quebec, people with knowledge of the matter said, according to the Journal. Sources told the Journal about half of the dozen initial investors contributed to the $700 million new capital, including "a large position" by SITQ and $100 million from Tishman itself. By doubling down, the group is showing its confidence in the Washington market remain strong, the Journal said. The Journal also reports that in addition to the just-retired $600 million debt, the portfolio has about $1.6 billion of senior debt, which has remained current. The CarrAmerica buildings are about 88%-leased to law firms, lobbyists and other upscale tenants. About Tishman Speyer Tishman Speyer Properties lays claim to two of the most famous slices of the Big Apple -- New York City's Chrysler Building and Rockefeller Center. The property company invests in, develops, and/or operates commercial real estate. Other well known holdings include Berlin's Q 205 project (the first post-reunification development in the city's center) and Chicago's Franklin Center (one of the city's largest office properties). The company owns or has developed more than 115 million sq. ft. in Asia, Europe, South America, and the US since it was founded in 1978. The company also has projects in India, China, and Brazil, and owns some 92,000 residential units around the world. TMX FINANCE: Moody's Assigns Corporate Family Rating at 'B2' ------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family rating to TMX Finance LLC and a B2 rating to the $225 million Senior Secured Notes offering which lists TMX Finance LLC and TitleMax Finance Corporation as borrowers. This is an initial rating assignment. The rating outlook is stable. The B2 CFR reflects TMX's monoline nature, exposure to the deep subprime consumer segment and relatively modest size. Also, TMX's limited geographic diversification (the company currently operates principally in only four states) exposes it to potential state- specific regulation or economic issues. At the same time, Moody's notes TMX's long history of operations in the fragmented subprime lending space, solid secular demand fundamentals for its core title lending product, and experienced management team. While TMX has strong leverage metrics, the exclusive use of secured funding (proforma) in the company's capital structure may inhibit its ability to diversify funding sources, limiting financial flexibility. On the other hand, Moody's recognizes that the new proposed note issuance would lower funding costs and extend debt maturities, aiding the company's debt service and liquidity profile. In addition, Moody's notes that TMX has a history of financial support from the major shareholder; however, the ratings do not rely upon an expectation of future support. TMX's store expansion plan raises concerns regarding execution risk and quality control. In addition, continued expansion of the second lien loan business, though still a limited percentage of total revenues, entails substantial credit risk in Moody's view as it is a fundamentally different and riskier product offering than TMX's core title loan product. Moreover, due to its focus on the subprime segment, TMX remains exposed to political, regulatory, and litigation risks. The extent of such risks is difficult estimate, but regulatory focus on lenders operating in the subprime consumer segment has heightened in recent years. The notching for the B2 senior secured debt rating (equal to the CFR, i.e. zero notches) reflects the fact that substantially all of TMX's recourse indebtedness is secured. Because TMX's assets are substantially encumbered by secured debt (proforma), and because all recourse debt is secured, the rating of the secured debt is undifferentiated from the CFR. TMX is an auto title loan company headquartered in Savannah, GA. TOUSA INC: Clerk Reports on Claims Transfers for February - May --------------------------------------------------------------- A. February The Clerk of the Bankruptcy Court recorded the transfers of these entities' claims, totaling $18,116,189, in the Debtors' cases for the month of February 2010: Claim Claim Transferor Transferee No. Amt. ---------- ---------- ------- ----------- Strategic Capital Jeffries Leveraged 4142 $17,939,801 Resources Inc. Credit Products, LLC Builder Specialties Hain Capital 3723 $113,194 Inc. Holdings, Ltd. Builder Specialties Hain Capital 3791 $113,194 Inc. Holdings, Ltd. B. March The Clerk of the Bankruptcy Court recorded the transfers of these entities' claims, totaling $35,459,886, in the Debtors' cases to Jeffries Leveraged Credit Products LLC for the month of March 2010: Transferor Claim No. Claim Amt. ---------- --------- ---------- Strategic Capital Resources 1159 $20,607,443 Residential Funding Company, LLC 3196 14,852,443 The total amount of claims that changed hands for the month of March exceeds the total amount of claims transferred in February. C. April The Clerk of the Bankruptcy Court recorded the transfer of Arden Realty Limited Partnership's Claim No. 4007 to Jeffries Leveraged Credit Products LLC for $352,493 for the month of April 2010. The amount of the Claim transferred for April is lower compared to the amount of claims traded in March. D. May The Clerk of the Bankruptcy Court recorded the transfer of Blufish Design Studio's $44,167 claim to ASM Capital LP for the month of May 2010. In another claim transfer notice, Jeffries transferred Claim No. 4142 to Castle Creek Arbitrage Ltd. on May 27, 2010. Subsequently, however, Castle Creek Arbitrage sought permission from the Court to withdraw the claim transfer notice, citing that the document was filed with certain inaccuracies and will be corrected in a subsequent filing. 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. TRIDIMENSION ENERGY: Has $6.75MM in DIP Loans from Amegy, BMO ------------------------------------------------------------- Hon. Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas, in Dallas, will convene a hearing on June 22, 2010, at 9:30 a.m., to consider final approval of the request of TriDimension Energy, L.P., TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE Operating GP LLC and TDE Subsidiary GP LLC to use cash collateral and obtain postpetition financing. On May 27, 2010, the Court granted the Debtors permission to: -- use cash collateral of Amegy Bank, N.A., BMO Capital Markets Financing, Inc., and Union Bank, N.A., in their capacity as prepetition lenders, and Amegy, as agent for the Pre-Petition Lenders, pursuant to a budget; -- obtain postpetition credit from Amegy and BMO Capital Markets Financing, Inc., with Amegy serving as agent for the Post-Petition Lenders, up to an amount advanced, whether in a single advance or numerous advances from time to time, in an amount not to exceed $2,150,000 on an interim basis, and $6,750,000 on a final basis, cumulative of any amounts advanced on an interim basis; -- grant first priority liens and adequate protection to the DIP Agent and Post-Petition Lenders with respect to their interests in the DIP Collateral; -- grant adequate protection to the Agent and the Pre-Petition Lenders with respect to their interests in the Pre-Petition Collateral; and -- authorize the Debtors to make payments to royalty and working interest owners on account of the prepetition sale of oil and gas in amounts consistent with the budget. The DIP loan matures September 30, 2010. The Court's interim order expires June 25. Amegy and the Pre-Petition Lenders assert a secured claim for at least $43,599,949 against the Debtors pursuant to a 2008 loan agreement. The Debtors granted the Secured Lenders liens on substantially all of the Debtors' assets. In addition, the Debtors said certain holders of $6 million in unsecured claims, including contracts and subcontractors, may assert liens on the Collateral. Amegy is represented in the case by: Charles S. Kelley, Esq. Andres G. Romay, Esq. MAYER BROWN LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002-2730 Fax: (713) 238-2634 About TriDimension Energy TriDimension Energy, L.P., and its operating subsidiaries, TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, and Ram Drilling, LP, are engaged in the acquisition, development, exploration, production, and sale of oil and natural gas in Louisiana and Mississippi. The Company leases approximately 165,218 gross acres of oil and gas property, and have proven reserves of approximately 5.1 million barrels of oil based on fourth quarter 2009 data. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). The Company has retained Vinson & Elkins LLP as their lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special counsel, FTI Consulting, Inc. as their financial advisors, and Stephens Inc. as their investment bankers. UNO RESTAURANT: Pa's Revenue Department Objects to Plan ------------------------------------------------------- BankruptcyData.com reports that the Commonwealth of Pennsylvania's Department of Revenue filed with the U.S. Bankruptcy Court an objection to Uno Restaurant Holdings' First Amended Joint Plan of Reorganization. According to the objection, the Plan attempts to restrict the Commonwealth's ability to exercise its state court remedies against non-debtor parties in violation of the discharge limitations and fails to provide that tax debts are not discharged until paid in full. About Uno Restaurant Holdings Corporation Boston, Massachusetts-based Uno Restaurant Holdings Corporation -- http://www.unos.com/-- has 179 company-owned and franchised full-service Uno Chicago Grill restaurants located in 28 states, the District of Columbia, Puerto Rico, South Korea, the United Arab Emirates, Honduras, Kuwait, and Saudi Arabia. The company also operates a fast casual concept called Uno Due Go(R), a quick serve concept called Uno Express, and a consumer foods division which supplies airlines, movie theaters, hotels, airports, travel plazas, schools and supermarkets with both frozen and refrigerated private-label foods and branded Uno products. The Company and 152 affiliates filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-10209). The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. Weil, Gotshal & Manges LLP assist the Debtors in their restructuring effort. CRG Partners Group LLC is the restructuring advisor. Kurtzman Carson Consultants LLC serves as noticing and claims agent. US AIRWAYS: Live Webcast Presentation at BoA Conference on June 15 ------------------------------------------------------------------ US Airways (NYSE: LCC) President Scott Kirby will present at the Bank of America Merrill Lynch Global Transportation Conference on June 15, 2010. Kirby's presentation will be webcast live at 9:25 a.m. ET at www.usairways.com. An archive of the webcast will be available on the company's website through July 2. Listeners to the webcast will need a current version of 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: Reports May Traffic Results --------------------------------------- US Airways Group, Inc. (NYSE: LCC) announced May and year-to-date 2010 traffic results. Mainline revenue passenger miles (RPMs) for the month were 5.2 billion, up 1.8 percent versus May 2009. Mainline capacity was 6.3 billion available seat miles (ASMs), up 1.7 percent versus May 2009. Passenger load factor was a record 82.9 percent for the month of May, up 0.1 points versus May 2009. US Airways President Scott Kirby said, "Our May consolidated (mainline and Express) passenger revenue per available seat mile (PRASM) increased approximately 18 percent versus the same period last year while total revenue per available seat mile increased approximately 19 percent on a year-over-year basis. As we head into the busy summer travel period, we continue to be optimistic as the revenue environment remains robust with continued strength in close-in bookings and overall yields." For the month, US Airways' preliminary on-time performance as reported to the U.S. Department of Transportation (DOT) was 85.3 percent with a completion factor of 99.4 percent, up 6.1 points and 0.3 points respectively from May 2009. This summarizes US Airways Group's traffic results for the month and year-to-date ended May 31, 2010 and 2009, consisting of mainline operated flights as well as US Airways Express flights operated by wholly owned subsidiaries PSA Airlines and Piedmont Airlines: US Airways Mainline May 2010 2009 % Change Mainline Revenue Passenger Miles (000) Domestic 3,754,345 3,889,930 (3.5) Atlantic 1,028,464 885,673 16.1 Latin 415,363 328,316 26.1 --------- --------- Total 5,198,172 5,103,919 1.8 Mainline Available Seat Miles (000) Domestic 4,487,370 4,582,373 (2.1) Atlantic 1,231,782 1,132,695 8.7 Latin 553,866 450,821 22.9 --------- --------- Total 6,273,018 6,165,889 1.7 Mainline Load Factor (%) Domestic 83.7 84.9 (1.2) pts Atlantic 83.5 78.2 5.3 pts Latin 75.0 72.8 2.2 pts --------- --------- Total Mainline Load Factor 82.9 82.8 0.1 pts Mainline Enplanements Domestic 3,887,049 3,921,300 (0.9) Atlantic 251,098 227,284 10.5 Latin 317,968 269,373 18.0 --------- --------- Total Mainline Enplanements 4,456,115 4,417,957 0.9 Year To Date 2010 2009 % Change Mainline Revenue Passenger Miles (000) Domestic 17,449,686 18,327,424 (4.8) Atlantic 3,144,634 2,907,969 8.1 Latin 2,397,880 2,165,407 10.7 ---------- ---------- Total 22,992,200 23,400,800 (1.7) Mainline Available Seat Miles (000) Domestic 21,253,794 22,133,398 (4.0) Atlantic 4,160,636 4,035,285 3.1 Latin 3,172,897 2,861,109 10.9 ---------- ---------- Total 28,587,327 29,029,792 (1.5) Mainline Load Factor (%) Domestic 82.1 82.8 (0.7) pts Atlantic 75.6 72.1 3.5 pts Latin 75.6 75.7 (0.1) pts --------- --------- Total Mainline Load Factor 80.4 80.6 (0.2) pts Mainline Enplanements Domestic 18,225,986 18,867,796 (3.4) Atlantic 773,886 749,903 3.2 Latin 1,776,371 1,723,072 3.1 ---------- ---------- Total Mainline Enplanements 20,776,243 21,340,771 (2.6) US Airways Express (Piedmont Airlines, PSA Airlines) May 2010 2009 % Change Express Revenue Passenger Miles (000) Domestic 188,330 184,860 1.9 Express Available Seat Miles (000) Domestic 259,279 265,823 (2.5) Express Load Factor (%) Domestic 72.6 69.5 3.1 pts Express Enplanements Domestic 707,623 675,285 4.8 Year To Date 2010 2009 % Change Express Revenue Passenger Miles (000) Domestic 822,001 831,359 (1.1) Express Available Seat Miles (000) Domestic 1,217,082 1,285,587 (5.3) Express Load Factor (%) Domestic 67.5 64.7 2.8 pts Express Enplanements Domestic 3,041,158 3,084,865 (1.4) Consolidated US Airways Group, Inc. May 2010 2009 % Change Consolidated Revenue Passenger Miles (000) Domestic 3,942,675 4,074,790 (3.2) Atlantic 1,028,464 885,673 16.1 Latin 415,363 328,316 26.5 --------- --------- Total 5,386,502 5,288,779 1.8 Consolidated Available Seat Miles (000) Domestic 4,746,649 4,848,196 (2.1) Atlantic 1,231,782 1,132,695 8.7 Latin 553,866 450,821 22.9 ---------- ---------- Total 6,532,297 6,431,712 1.6 Consolidated Load Factor (%) Domestic 83.1 84.0 (0.9) pts Atlantic 83.5 78.2 5.3 pts Latin 75.0 72.8 2.2 pts ---------- ---------- Total 82.5 82.2 0.3 pts Consolidated Enplanements Domestic 4,594,672 4,596,585 (0.0) Atlantic 251,098 227,284 10.5 Latin 317,968 269,373 18.0 ---------- ---------- Total 5,163,738 5,093,242 1.4 Year To Date 2010 2009 % Change Consolidated Revenue Passenger Miles (000) Domestic 18,271,687 19,158,783 (4.6) Atlantic 3,144,634 2,907,969 8.1 Latin 2,397,880 2,165,407 10.7 ---------- ---------- Total 23,814,201 24,232,159 (1.7) Consolidated Available Seat Miles (000) Domestic 22,470,876 23,418,985 (4.0) Atlantic 4,160,636 4,035,285 3.1 Latin 3,172,897 2,861,109 10.9 ---------- ---------- Total 29,804,409 30,315,379 (1.7) Consolidated Load Factor (%) Domestic 81.3 81.8 (0.5) pts Atlantic 75.6 72.1 3.5 pts Latin 75.6 75.7 (0.1) pts ---------- ---------- Total 79.9 79.9 - pts Consolidated Enplanements Domestic 21,267,144 21,952,661 (3.1) Atlantic 773,886 749,903 3.2 Latin 1,776,371 1,723,072 3.1 ---------- ---------- Total 23,817,401 24,425,636 (2.5) US Airways is also providing a brief update on notable company accomplishments during the month of May: * Initiated new trans-Atlantic service to Rome's Fiumicino Airport from Charlotte, N.C, the airline's largest hub. Complimenting existing, daily year-round service from its Philadelphia hub, this flying brings the total number of nonstop, year-round trans-Atlantic offerings from Charlotte to four, including London-Gatwick, Frankfurt and Paris. * Inaugurated new nonstop, year-round service to Ottawa, Ontario from Charlotte, N.C. The flight departs Charlotte for Ottawa at 8:15 p.m. daily and departs Ottawa daily for Charlotte at 7:50 a.m. 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: S. Kirby Says Merger Remains Likely ----------------------------------------------- US Airways Group Inc. President Scott Kirby told a group of pilots that the Tempe airline still is likely to merge with another carrier, Phoenix Business Journal reports. The report cites Delta Air Lines, United Airlines and American Airlines as possible merger partners. Phoenix Business Journal said in its report that Kirby and US Airways Chief Executive Officer Doug Parker have long talked up the need for airline consolidation to improve the industry's bottom line and to allow for the consolidation of profitable international and business routes. 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. VALASSIS: $488.5 Million of 2015 Notes Tendered by Deadline ----------------------------------------------------------- Valassis disclosed the expiration and final results of its cash tender offer to purchase up to $270,000,000 aggregate principal amount of its outstanding 8 1/4% Senior Notes due 2015. The tender offer was made pursuant to an Offer to Purchase, dated May 12, 2010, and the related Letter of Transmittal. The Tender Offer expired at 12:00 midnight, New York City time, on June 9, 201. Based on information provided by the Depositary for the Tender Offer, an aggregate principal amount of $488,581,000 of the 2015 Notes was validly tendered and not validly withdrawn in the Tender Offer, which exceeded the Maximum Tender Amount. Valassis has accepted for purchase $269,876,000 aggregate principal amount of the 2015 Notes pursuant to the terms of the Tender Offer. The 2015 Notes accepted for purchase were subject to proration pursuant to the terms of the Tender Offer at a factor of approximately 55% of the 2015 Notes validly tendered and not withdrawn. The 2015 Notes not accepted for purchase will be promptly returned to the tendering holders or, if tendered through the facilities of the Depository Trust Company (DTC), credited to the relevant accounts at DTC in accordance with DTC procedures. The settlement for the Tender Offer is expected to occur on June 11, 2010. Holders of the 2015 Notes who validly tendered their 2015 Notes in the Tender Offer at or prior to the Expiration Date will be eligible to receive $1,070 per $1,000 principal amount of 2015 Notes accepted in the Tender Offer, plus accrued and unpaid interest from the last interest payment date to, but not including, June 11, 2010. Immediately following the closing of the Tender Offer, an aggregate principal amount of $257,124,000 of the 2015 Notes will remain outstanding. J.P. Morgan Securities Inc. acted as Dealer Manager in connection with the Tender Offer. Wells Fargo Bank, National Association acted as the Depositary and i-Deal LLC acted as the Information Agent for the Tender Offer. This announcement does not constitute an offer to buy or the solicitation of an offer to sell securities. The Tender Offer was made solely by means of the Offer to Purchase and the related Letter of Transmittal, which set forth the complete terms and conditions of the Tender Offer. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer was deemed to be made on behalf of Valassis by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. About Valassis Valassis is one of the nation's leading media and marketing services companies, offering unparalleled reach and scale to more than 15,000 advertisers. Its RedPlum media portfolio delivers value on a weekly basis to over 100 million shoppers across a multi-media platform -- in-home, in-store and in-motion. Through its interactive offering -- redplum.com -- consumers will find compelling national and local deals online. Headquartered in Livonia, Michigan with approximately 7,000 associates in 28 states and eight countries, Valassis is widely recognized for its associate and corporate citizenship programs, including its America's Looking for Its Missing Children(R) program. Valassis companies include Valassis Direct Mail, Inc., Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. As reported by the TCR on Feb. 3, 2010, Standard & Poor's Ratings Services placed its 'B+' corporate credit rating for Livonia, Michigan-based Valassis Communications Inc., along with all associated issue-level ratings, on CreditWatch with positive implications. VIRGO INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Virgo Investments, Inc. dba Econo Lodge Leesburg Conference Center aka Econo Lodge Leesburg fka Guesthouse Inn fka Shoney's Inn 1308 N 14th Street Leesburg, FL 34748 Bankruptcy Case No.: 10-09910 Chapter 11 Petition Date: June 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Lawrence M. Kosto, Esq. Kosto & Rotella PA P.O. Box 113 Orlando, FL 32802 Tel: (407) 425-3456 Fax: (407) 423-9002 E-mail: lkosto@kostoandrotella.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-09910.pdf The petition was signed by William E. Flynn, company's president. VISICON SHAREHOLDERS TRUST: Case Summary & Creditors List --------------------------------------------------------- Debtor: The Visicon Shareholders Trust, an Ohio Trust 9077 The Lane Naples, FL 34109 Bankruptcy Case No.: 10-33736 Chapter 11 Petition Date: June 8, 2010 Court: U.S. Bankruptcy Court Southern District of Ohio (Dayton) Judge: Guy R Humphrey Debtor's Counsel: Ira H. Thomsen, Esq. 140 North Main Street, Suite A P.O. Box 639 Springboro, OH 45066 Tel: (937) 748-5001 Fax: (937) 748-5003 E-mail: cornell76@aol.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $ 1,000,001 to $10,000,000 The petition was signed by David A. Meyers, trustee. Debtor's List of 3 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ohio Department of Taxation Hope Hotel $623,935 150 E. Gay Street, 21st Floor Columbus, OH 43215 Ohio Department of Taxation 2006, 2007, 2009 $279,369 150 E. Gay Street, 21st Floor Ohio Sales Taxes Columbus, OH 43215 Bertchlynn Properties, LLC unfinished contract $36,218 3195 Dayton Xenia Road, Suite 900 Dayton, OH 45434 VISTEON CORP: JCI Says it Made Offer Based on Limited Info. ----------------------------------------------------------- Johnson Controls Inc. confirmed on June 4, 2010, that it sent a letter to Visteon Corp. stating it remains interested in pursuing its proposal. JCI previously made an unsolicited $1.25 billion bid for two of Visteon's business units. Reuters related in a June 10 report that JCI made its offer based on limited information. "We have submitted what we think is a full and fair value bid, but we made that bid on the based on very limited information," JCI Chief Financial Officer Bruce McDonald told Reuters in an interview. Mr. McDonald believes that there might be additional value to the Visteon assets, but JCI just cannot make that determination without access to more relevant documentation, according to David Bailey of Reuters. Reuters notes that the Visteon assets JCI seeks to acquire "generated $6 billion of revenue in 2008, the last full year before Visteon filed for bankruptcy." Moreover, JCI has expressed discontent lack of active communication from Visteon's end, Reuters adds. "We have been somewhat frustrated with Visteon's' unwillingness to engage in a meaningful dialogue," Reuters quoted Mr. McDonald as saying. "We really cannot control it anymore. The fate largely is out of our hands right now." About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Hain Capital Proposes to Appoint Trade Committee -------------------------------------------------------------- Hain Capital Group, LLC, Liquidity Solutions, Inc., and Fulcrum Credit Partners LLC ask Judge Sontchi to appoint an official trade creditors committee. Hain Capital, et al., relate that they hold unsecured claims against the Debtors, which, pursuant to the proposed Chapter 11 Plan, are classified as Class H General Unsecured Claims. Reuters cites that Hain Capital, et al.'s counsel as saying the group holds about $20 million of Visteon's trade claims. Hain Capital, et al., aver that an additional committee is required to adequately represent the interests of the holders of trade claims because those holders are unrepresented by the existing Official Committee of Unsecured Creditors and have no other avenue for participation. Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York -- paulsilverstein@andrewskurth.com -- notes that (i) the Debtors' 7.00% and 8.25% Senior Notes, which are general unsecured claims, currently trade at or near par; (ii) Visteon's common stock presently trades at levels reflecting an equity value of between $100 million and $200 million; and (iii) Johnson Controls, Inc. was rebuffed in its efforts to purchase a substantial portion of Visteon's business for $1.25 billion. Meanwhile, he cites, the Creditors' Committee supports the Third Amended Chapter 11 Plan of Reorganization that guarantees the holders of Class H Claims a recovery no better than 50% on account of their claims and, if the Debtors' claim estimates are overly optimistic, could result in distributions significantly lower than 50%. "This is troubling for several reasons," Mr. Silverstein argues, on behalf of Hain Capital, et al. According to Mr. Silverstein, while it is apparent that the Debtors' valuation will be an issue addressed at confirmation, the plan supported by the Creditors' Committee provides no mechanism for Trade Claims to receive the fair value of those claims if the anticipated valuation fight demonstrates that those claims are entitled to recoveries in excess of 50%. "Capping recoveries to the Trade Claims without regard to the ultimate determination of the Debtors' value makes very little sense, especially in the context of these cases, where the outlook of the Debtors and their industry seems to improve on a regular basis," Mr. Silverstein tells the Court. Moreover, Mr. Silverstein notes, while institutional investors are literally tripping over each other to pay 100 cents on the dollar to buy the Debtors' unsecured bonds solely for the privilege of having the right to purchase reorganized Visteon's equity through the rights offering, the Creditors' Committee has determined that this privilege is not valuable enough to be offered to all of the Debtors' unsecured creditors -- specifically holders of Trade Claims. In light of the volume of trading in the Debtors' bonds and the consistency in their pricing, the Creditors' Committee cannot discount the value of the rights offering to its participants, Mr. Silverstein asserts. "All we want is to be let into the rights offering," Reuters quoted Mr. Silverstein as saying. Failure by the Creditors' Committee to ensure that all holders of unsecured claims have the ability to participate in the rights offering is inexplicable, and suggests, unfortunately, that the Creditors' Committee has lost sight of its purpose -- to protect the interests of, and maximize value for, all unsecured creditors, Mr. Silverstein says. "Such inexplicable disparate plan treatment between trade creditors and the Bonds, which is supported by the Creditors' Committee, warrants the appointment of an official committee of trade creditors pursuant to Section 1102(a)(2) of the Bankruptcy Code," asserts Mr. Silverstein. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Proposes to Ink License Deal with TomTom ------------------------------------------------------ Visteon Corp. and its units ask Judge Sontchi to authorize Visteon Global Technologies, Inc., and Visteon Technologies, LLC, to enter into a license agreement with TomTom NV dated April 23, 2010. The License Agreement relate to TomTom's interest in certain patents related to the "Zexel" business. The Debtors disclose that upon their spin off from Ford Motor Company, assets related to a navigation company known as Zexel which Ford acquired in the 1990s was transferred to them. The Zexel assets include related patents. By 2002, the Debtors exited the former Zexel business through divestiture, but retained ownership of the Patents. The Debtors inform the Court that TomTom approached them in mid- 2008 to discuss the potential acquisition of the Zexel Patents. From that time through the present, the Debtors and TomTom have engaged in detailed negotiations and related due diligence concerning the Patents, TomTom's products, the navigation marketplace, and reasonably royalty rates. In addition to the ongoing discussions, within the past year, the Debtors, through their Chinese joint venture Yanfeng Visteon Automotive Electronics Co. Ltd., worked with TomTom to develop a semi-embedded automotive navigation product. The parties have entered into a supply agreement under which Yanfeng manufactures the product for TomTom. Accordingly, to ensure the Debtors' receipt of appropriate payment for TomTom's use of the Patents and to prevent potential litigation from destroying the burgeoning relationship between the parties, the Debtors and TomTom have agreed into the License Agreement. The License Agreement contemplates that the Debtors will grant TomTom a retroactive and prospective limited, non-exclusive, non- transferable, irrevocable, worldwide license to make, have-made, use, sell, offer for sale, or import licensed devices. A key aspect of the License Agreement is that TomTom is paying a lump sum royalty to the Debtors in order to settle claims that the Debtors believe they have against TomTom based on certain of the Patents. Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, maintains that entry into the License Agreement: (a) will allow the Debtors to preserve and enhance their commercial relationship with TomTom, as well as effectively monetize the past use and product development potential of the Patents as they relate to TomTom's business. Furthermore, the settlement of potential claims related to the Patents embodied in the License Agreement will allow the Debtors to avoid the costs and uncertainties associated with patent litigation, which the Debtors anticipate would be both protracted and complex; and (b) will allow the Debtors to focus their efforts to protect their valuable intellectual property rights on other entities that the Debtors believe have infringed on the Patents. Entry into the License Agreement will also strengthen the Debtors' position in licensing negotiations with other potential entities that may have unlawfully used, or may be using, the Patents without a license. The Debtors assert that the terms of the License Agreement constitute valuable commercial information, public disclosure of which would affect their ongoing litigation and negotiations with other parties with respect to the Patents. Thus, the Debtors seek the Court's authority to file an unredacted version of the License Agreement under seal pursuant to Section 107(b) of the Bankruptcy Code. A redacted version of the License Agreement is available for free at http://bankrupt.com/misc/Visteon_TomTomAgmt.pdf About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) WASHINGTON MUTUAL: Court Agrees to Expedite Hearing for Examiner ---------------------------------------------------------------- Bankruptcy Law360 reports that a Delaware bankruptcy court has agreed to a request by Washington Mutual Inc. shareholders to hold an expedited hearing to consider appointing an examiner to review a proposed settlement of litigation among the bank, JPMorgan Chase & Co. and the Federal Deposit Insurance Corp. that is a key part of Washington Mutual's exit plan. Despite an objection by Washington Mutual, Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware on Wednesday granted the official committee of equity security holders' bid, according to Law360. 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: TPS Holders Want Documents Produced ------------------------------------------------------ A consortium of Trust Preferred Security Holders complains that since the announcement of the purported Global Settlement Agreement that forms the basis of Washington Mutual Inc.'s Plan, the Debtors have chosen to engage in delay tactics aimed at furthering their efforts to achieve confirmation of the Plan so as to deliver significant benefits or valuable releases to JPMorgan Chase Bank, National Association, insiders and other select parties. Marla Rosoff Eskin, Esq., at Campbell & Levine LLC, in Wilmington, Delaware, notes that the Debtors initially agreed, in late April 2010, to provide certain documents without the need to engage in formal discovery. However, the Debtors, among other things, rebuffed efforts by the TPS Consortium to reach an agreement regarding document production, as well as the TPS Consortium's requests to meet and confer to discuss other options. In the end, the Debtors' promises to produce documents in response to informal requests "proved empty," according to Ms. Rosoff. The TPS Consortium says that as the Disclosure Statement hearing approaches, it seeks the Court's assistance in obtaining documents critical to its preparation for that Hearing. In particular, the TPS Consortium is seeking further information regarding (i) the current status of the Trust Preferred Securities, and (ii) the circumstances of the purported transfers of those Securities to and from the Debtors, among other factors relevant to an informed assessment of the Plan and the Settlement Agreement, pursuant to which the Trust Preferred Securities would be delivered to JPMorgan. As a party-in-interest to the Chapter 11 cases, the TPS Consortium insists that it is entitled to obtain discovery under Rules 26 and 34 of the Federal Rules of Civil Procedure, made applicable pursuant to Rules 9014, 7026 and 7034 of the Federal Rules of Bankruptcy Procedure. Against this backdrop, the TPS Consortium asks Judge Walrath to compel the Debtors to: (i) immediately produce documents previously produced or received in connection with Rule 2004 Discovery; and (ii) immediately produce documents already prepared for production as represented by Debtors' counsel. Debtors Respond The Debtors take issue that the TPS Consortium refuses to sign a standard non-disclosure agreement to protect the confidentiality of documents initially requested through an informal document request, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells the Court. According to Mr. Collins, the TPS Consortium insisted on a revision to the NDA that would allow it to use confidential information so long as it uses its "best efforts" to file such information under seal. This revision "renders confidentiality meaningless" as it would provide no appropriate safeguard for the Confidential Information, which risk the Debtors cannot take, Mr. Collins contends. While most parties-in-interest have been and should be able to assess the Disclosure Statement and the Plan without making expedited document requests, the TPS Consortium complained that they need the requested documents immediately in order to assess the reasonableness of the Plan and the Global Settlement. Even if true, this analysis is properly conducted in the context of Plan confirmation and formulating Plan confirmation objections, Mr. Collins points out, citing a declaration filed by Vaughan Petherbridge, Esq., at Weil Gotshal & Manges, LLP, in New York. Accordingly, Mr. Collins notes, the Information is not needed immediately. The Debtors have proposed a confirmation hearing date of July 20, 2010, with objections due June 25. Moreover, the TPS Consortium could have avoided this dispute by agreeing to the reasonable terms of the NDA, which have been used by numerous other parties, Mr. Collins adds. 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). WESTCLIFF MEDICAL: Files Schedules of Assets & Liabilities ---------------------------------------------------------- Westcliff Medical Laboratories, Inc., has filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $61,210,303 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $56,624,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $9,620,135 ----------- ----------- TOTAL $61,210,303 $66,244,135 Santa Ana, California-based Westcliff Medical is a provider of clinical testing and pathology services at 170 locations in California. Westcliff filed a Chapter 11 petition on May 19 in Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743). Ron Bender, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The petition said that assets and debts range from $50,000,001 to $100,000,000. Parent BioLabs Inc. also filed for Chapter 11. The parent has no assets aside from owning Westcliff. WESTCLIFF MEDICAL: Gets Interim Approval to Use GE Collateral ------------------------------------------------------------- Biolabs, Inc., and Westcliff Medical Laboratories, Inc., obtained interim permission from the Bankruptcy Court to use cash collateral securing their obligations to their prepetition lenders. Prior to filing for bankruptcy, the Debtors signed an asset purchase agreement with Laboratory Corporation of America and its wholly owned subsidiary Wave Newco, Inc. In their motion, the Debtors told the Court that pending consummation of the asset sale to Lab Corp. or to a successful overbidder, they need to use revenue generated from the operation of their business -- that is, the cash collateral -- to pay postpetition operating expenses. The Debtors, as borrowers, are parties to a Credit Agreement dated as of June 30, 2006, GE Business Financial Services, Inc., a Delaware corporation (formerly known as Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.), for itself as a lender and as administrative agent, CapitalSource Finance, LLC and Sandelman Finance 2006-1, Ltd., as lenders. The Debtors granted to the Lenders senior liens and security interests in substantially all of the Debtors' assets. The Debtors are in default of their debts and obligations under the Prepetition Loan Documents. As of the Petition Date, the Debtors were indebted and liable to the Lenders in the aggregate amount of $58 million. The Court held that the Agent and the Lenders are entitled to adequate protection of their interest in the Prepetition Collateral, including the Cash Collateral, for any diminution in value of the Agent's or the Lenders' interests in the Prepetition Collateral. The DIP obligation is subject to a carve-out for (i) the unpaid fees of the US Trustee pursuant to 28 U.S.C. Section 1930; and (ii) the fees and expenses of the professionals retained by the Debtor and the Committee appointed in the chapter 11 case and allowed by the Court. The Interim Order also provides that, if the Asset Sale occurs by June 25, 2010, the Debtors are authorized and directed to use Cash Collateral to pay to MTS Health Partners L.P. at the closing of the Asset Sale all allowed and unpaid fees and expenses of MTS under the MTS engagement letter dated, May 13, 2010, directly from the sale proceeds of the Asset Sale; provided that if the Court has not ruled on the allowance of fees and expenses sought by MTS under the MTS Agreement at the time of closing of the Asset Sale, the Debtors will escrow an amount equal to such fees and expenses from the sale proceeds of the Asset Sale until the Court has ruled on the matter. A third interim cash collateral hearing is set for June 23, 2010, at 10:00 a.m. Randy Rogers, Esq., and Justin E. Rawlins, Esq., at Winston & Strawn LLP, serve as attorneys for GE Business Financial Services, Inc. Benjamin S. Seigel, Esq., and Jeffrey K. Garfinkle, Esq., at Buchalter Nemer, P.C., serve as attorneys for the Official Committee of Unsecured Creditors. About Westcliff and Biolabs Santa Ana, California-based Westcliff Medical is a provider of clinical testing and pathology services at 170 locations in California. Westcliff filed a Chapter 11 petition on May 19 in Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743). The petition said that assets and debts range from $50,000,001 to $100,000,000. Parent BioLabs Inc. also filed for Chapter 11. The parent has no assets aside from owning Westcliff. Westcliff said in a court filing that it was "simply not able to operate sufficiently profitably to enable the debtors to repay their debts." There haven't been any payments on $56 million in three secured term loans since early 2009. Revenue of $97 million in 2009 resulted in a $13 million net loss. In 2008, the net loss was $87 million on net revenue of $84 million, according to a court filing. WILLBROS GROUP: Awarded Pipeline Construction Project ----------------------------------------------------- Willbros Group, Inc.'s Canadian unit, Willbros Construction Services (Canada) L.P., has been awarded construction of interconnecting pipelines as part of Statoil's Leismer Infrastructure Pipelines (LIP) project. The scope of work comprises approximately 1.3 km of dual NPS 30 dilbit and diluent pipelines, fibre optic conduit and other appurtenant facilities south of Fort McMurray, Alberta. The project connects the Enbridge and Statoil Cheecham facilities and is scheduled for construction in July and August 2010. Randy Harl, President and Chief Executive Officer, commented, "This award supports our belief that the Canadian market is improving and we are seeing increased opportunities for our pipeline construction unit as we move past the spring break up season. Canada is a strategic focus area for Willbros and I am pleased that we have an opportunity to work for Statoil." About Willbros Group Willbros Group, Inc. is an independent contractor serving the oil, gas, power, refining and petrochemical industries, providing engineering, construction, turnaround, maintenance, life cycle extension services and facilities development and operations services to industry and government entities worldwide. * * * As reported in the Troubled Compay Reporter on May 24, 2010, Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '5' recovery rating to Willbros Group Inc.'s proposed $250 million, senior secured second-lien notes due 2016. The issue rating is one notch lower than the corporate credit rating), and the '5' recovery rating indicates our expectation that lenders would receive modest (10% to 30%) recovery in the event of a payment default. WILLIAM NOLL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: William Frederick Noll, III aka William F Noll, III 6888 Trail Blvd. Naples, FL 34108 Bankruptcy Case No.: 10-13565 Chapter 11 Petition Date: June 6, 2010 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Christian B. Felden, Esq. Felden and Felden, PA 1415 Panther Lane Suite 326 Naples, FL 34109 Tel: (239) 263-2277 Fax: (888) 808-9991 E-mail: cbfelden@feldenandfelden.com Scheduled Assets: $2,965,982 Scheduled Debts: $7,485,857 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-13565.pdf The petition was signed by William Frederick Noll, III. WINDER RENEWABLE: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Winder Renewable Methane, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4,169,079 B. Personal Property $4,404,367 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,436,408 E. Creditors Holding Unsecured Priority Claims $108,343 F. Creditors Holding Unsecured Non-priority Claims $766,139 ----------- ----------- TOTAL $8,573,446 $11,310,890 In a separate filing, Worthmore Renewable Solutions, LLC, a debtor-affiliate, filed its schedules of assets and liabilities, disclosing total assets of $0 and total liabilities of $10,821,497. New Orleans, Louisiana-based Winder Renewable Methane, LLC, filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. E.D. La. Case No. 10-11489). Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn, LLC, 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. The Debtor's affiliate, Worthmore Renewable Solutions, LLC, filed a separate Chapter 11 petition on April 30, 2010 (Case No. 10- 11488). ZINNIE'S EAST: Files for Chapter 11 to Restructure Debt -------------------------------------------------------- Toby Sells at The Commercial Appeal reports that Zinnie's East Inc. filed for bankruptcy under Chapter 11, seeking to reorganize about $250,000 in debt. The Company listed $199,532 in secured debt and $50,405 in unsecured claims. According to the report, the Company and First Tennessee Bank entered into a consent order to reorganize the company's debt but detail of the arrangement were not immediately available. Zinnie's East Inc. operates Midtown bar and restaurant at 1718. * Changes to Rule 2019 Lender Disclosure Nears ---------------------------------------------- Katherine Greene at Dow Jones Newswires reports that a proposed amendment to the Federal Rules of Bankruptcy Procedure to change disclosure rules for lenders in bankruptcy cases is one step closer to becoming rule. Rule 2019 requires lenders to disclose their positions in companies that have filed for bankruptcy. According to Dow Jones, the proposal, which comes from the U.S. Court's Advisory Committee on Bankruptcy Rules, has come under scrutiny because some lenders object to a provision that requires them to disclose the price and date at which they bought their positions. That provision has been removed from the text of the proposed revised rule, which may not be final until next year, Dow Jones says. The Wall Street Journal's Mike Spector relates the new rule's language, drafted by a panel of judges and other bankruptcy professionals, made the rounds in the email in-boxes of lawyers, restructuring bankers and judges Wednesday. Mr. Spector says the official proposed rule now makes its way to another federal judiciary committee before eventually heading to the Supreme Court for review. If the Supreme Court adopts the rule, Congress can overturn it. Mr. Spector notes that hedge funds had hinted they might take their money out of bankruptcy cases if forced to reveal too much. "It chills participation if you have to make the exhaustive disclosure," said Martin Bienenstock, Esq., a lawyer at Dewey & LeBoeuf who counts hedge funds among his clients, according to the Journal. According to the Journal, the new rule would make investors disclose their "economic interest" in bankruptcy cases, including debt, equity or short positions such as credit-default swaps, which act as insurance against debt when it defaults. The Journal notes judges have expressed concern that investors banding together on court committees have at times revealed their underlying debt holdings but failed to disclose their CDS positions. The Journal further relates that investors on committees will have to disclose the quarter and the year in which their positions were acquired. Disclosures are waived for positions acquired more than a year before the company's bankruptcy filing. If hedge funds make arguments in court or solicit votes for confirmation of a bankruptcy plan, additional disclosures will be required if investment positions have changed since a previously filed statement. The Journal also relates many of these investors argued they weren't subject to the current rule, based on technical legal language related to whether their efforts amounted to acting as an official "committee." The new rule makes clear that any investor banding together on a court-sanctioned committee will have to make disclosures. * Experts See Need for Restructurings in Health-Care Industry ------------------------------------------------------------- Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports that Martin G. Bunin, Esq., a partner in the bankruptcy group with the law firm of Alston & Bird, has predicted that hospitals and other facilities will increasingly turn to debt restructurings or bankruptcy as "important" solutions to their many ailments. Mr. Bunin was speaking during a teleconference sponsored by the Turnaround Management Association on Tuesday. Ms. Palank further relates David A. Rock, a managing partner with Carl Marks Healthcare Partners LLC, said at the teleconference the bottom lines of hospitals and other health-care providers, like nursing homes and outpatient facilities, have suffered for several years as insurers slash away at the amount of patients' care they'll reimburse. That trend has only been exacerbated by the economic downturn's impact on state governments, which have responded by cutting funding for Medicaid insurance programs and other health-care- related expenses, Ms. Palank writes. According to Ms. Palank, Mr. Rock said that, in response to declining reimbursement rates, many providers in recent years have developed sophisticated income-investment portfolios as a means to boost their liquidity. But the stock market's woes mean many of those investments took dramatic hits. "There has been some recovery," Mr. Rock said, but "they haven't recovered to pre- recession levels and still are significantly impacted by the loss of income on the investment side." Ms. Palank relates Suzanne Koenig, president and founder of SAK Management Services LLC, said not-for-profit providers have suffered especially amid the downturn because not only have their investment incomes suffered, but also the charitable contributions they could once count on for a boost have dried up. * "Short-Term Maneuvers" Save Public Jobs, Risking Bond Defaults ---------------------------------------------------------------- Christopher Palmeri and Terrence Dopp at Bloomberg report that states and cities haven't cut jobs with the same vigor as companies even as they face deficits projected by the Center on Budget and Policy Priorities and the National League of Cities to reach $200 billion in the year beginning July 1. That's raised investor concerns about more public debt defaults, which totaled $6.3 billion last year and $8.2 billion in 2008, the most in 30 years, says Distressed Debt Securities, a Miami Lakes, Florida, newsletter. "There are a lot of municipalities that really need to make deep cuts and not just continue short-term maneuvers," said Ashton Goodfield, a fund manager and head of municipal-bond trading at DWS Investments in Boston, which holds $29 billion of public debt, according to the Bloomberg report. * Barclays Restructuring Pro Joins Greenberg Traurig ---------------------------------------------------- Bankruptcy Law360 reports that Greenberg Traurig LLP has bolstered its business reorganization and bankruptcy practice with the addition of Mark Manski, who returns to his legal roots after serving as managing director for Barclays Capital, overseeing its workout practice in the Americas. Law360 says the firm announced Tuesday that Manski would work out of its New York and Boston offices and focus his practice on general corporate and real estate restructurings. * BOOK REVIEW: The Executive Guide to Corporate Bankruptcy ---------------------------------------------------------- Authors: Thomas J. Salerno; Craig D. Hansen; Jordan A. Kroop Publisher: Beard Books Hardcover: 728 pages List Price: $174.95 The newly revised edition of The Executive Guide To Corporate Bankruptcy is perfectly timed. As the global economy continues to deteriorate, more and more companies are sinking into insolvency with executives at their helm who need a crash course in bankruptcy realities. This excellent book will quickly get both the seasoned executive and the uninitiated lawyer up to speed on the bankruptcy process. Salerno, Kroop and Hansen understand that the reorganization process can be intimidating, puzzling, and generally unpleasant. They penetrate the opaque gloom that some lawyers tend to perpetuate. Each chapter of this book addresses a different aspect of the reorganization process, beginning with an overview of the origins and purpose of US bankruptcy laws and ending with a debunking of common myths about reorganization. In between, they discuss each chapter of the bankruptcy code; discussing the gamut from liquidations through Chapter 11 sales and full-blown reorganizations. The authors' ability to distill the bankruptcy code's complex language into comprehensible and manageable blocks of information makes the book extremely readable. The Executive Guide is full of pragmatic advice. After laying out the essential elements and key players in the restructuring process, the authors get down to the nitty gritty of navigating a distressed company through reorganization. They realistically assess the challenges that an executive should expect to face in Chapter 11. They discuss how to assuage and balance the concerns of employees and key vendors, address the inevitable creditor dissatisfaction with executive compensation, deal with members of their professional team and work effectively as an executive whose actions will be constantly scrutinized and second-guessed. The authors also provide the cautionary note that "executives preparing to embark on a reorganization are usually too preoccupied with business emergencies to think about the personal toll that the process will exact." One common flaw in books that try to be accessible while dealing with technical topics is that they fall short in providing the reader with a substantive understanding of the subject matter. The Executive Guide to Corporate Bankruptcy avoids this pitfall. The book's fourth and fifth chapters provide in-depth analysis of the strategic decisions and steps that should be taken during the restructuring process. The authors explain the importance that venue can have a case, the intricacies of first day motions and how to prepare for confirmation. There is a detailed discussion of the sale of assets during the course of a Chapter 11 restructuring and the importance of making sure that major constituencies are a part of the decision-making process. They also walk the reader through the specifics of a plan of a reorganization, explaining the dynamics of the negotiation process, especially how to understand and appreciate the needs of your constituents and how to get a plan confirmed. The icing on the cake for this book is the excellent appendix. The final section of the book includes a user-friendly glossary of commonly used bankruptcy terms and a reorganization timeline. It also includes sample documents such as debtor-in-possession (DIP) financing agreements, operating reports, first day motions and orders, management severance agreements, and more. The summary of management incentive stock plans implemented in recent restructuring transactions is particularly informative. This is a terrific book. While geared to the non-lawyer executive, it will also be a useful resource for any lawyer who wants to gain practical familiarity with the bankruptcy process. This should be a best seller in today's environment, though it may need to be delivered to most executives in a brown paper wrapper. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***