/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100624.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 24, 2010, Vol. 14, No. 173 Headlines 7536321 CANADA: S&P Expects to Put 'B+' Corporate Credit Rating 7601 BUSINESS: Case Summary & 3 Largest Unsecured Creditors ABITIBIBOWATER INC: Auction Today on $500 Million Financing AGA MEDICAL: Moody's Comments on 'B3' Corporate Family Rating AGRIPROCESSORS INC: Ex-CEO Gets 27-Year Jail Time AJILI MOJILI: Case Summary & 20 Largest Unsecured Creditors ALLIS-CHALMERS ENERGY: Stockholders Elect All 9 Directors ALMATIS B.V.: Court Allows Junior Lenders to See Plan Documents ALMATIS B.V.: Files Summary of Reorganization Plan ALMATIS B.V.: GS European, et al., Want Late Ballots Allowed ALMATIS B.V.: Schedules Deadline Extended Until July 13 AMERICAN HOUSING: Court Names Focus as Ch 11 Trustee's Advisor AMERICAN INT'L: Revises Compensation Structure for Top Execs AMERICAN WEST HOMES: Case Summary & 20 Largest Unsecured Creditors ANGELO REYES: Case Summary & Largest Unsecured Creditor ANIXTER INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB' AUTOBACS STRAUSS: New Plan Sets July 13 Disclosure Date AVISTAR COMMUNICATIONS: Reports Results of Exchange Offer BANKRATE INC: S&P Assigns 'B' Rating on $280 Mil. Senior Notes BOSQUE POWER: U.S. Trustee Objects to Proskauer's Legal Fee Bid CALIFORNIA COASTAL: Has $182-Mil. Loan to Take Out Lenders CATHOLIC CHURCH: Victim Wants Diocese, Lawyers Held in Contempt CCS CORPORATION: Moody's Affirms 'B3' Corporate Family Rating CANWEST GLOBAL: Canada Court OKs Agreements With Shaw CANWEST GLOBAL: Canada Court OKs July 19 Meetings with Creditors CENTRAL DELAWARE: Voluntary Chapter 11 Case Summary CHELSEA HEIGHTS: Case Summary & 17 Largest Unsecured Creditors CHEMTURA CORP: Creditors Panel Has Reed Smith as Insurance Counsel CHEMTURA CORP: Equity Committee Wins OK for Skadden as Counsel CHEMTURA CORP: Jones Day Represents Holders of 68% of Funded Debt COLONIAL BANCGROUP: Has Paid Professionals $3.05 Million CONGOLEUM CORPORATION: Court Dismisses Asbestos Claimants Appeal CORELOGIC INC: Moody's Downgrades Senior Debt Rating to 'B1' CORRADI ARMS: U.S. Trustee Forms 4-Member Creditors Panel CROSSROADS FORD: Case Summary & 20 Largest Unsecured Creditors CRUCIBLE MATERIALS: Plan Confirmation Off Until August 9 CYNERGY DATA: Plan Exclusivity Extended Until July 30 DANIEL KIM: Voluntary Chapter 11 Case Summary DAVID KESTEL: Case Summary & 20 Largest Unsecured Creditors DAVID MALTIN: Case Summary & 9 Largest Unsecured Creditors DB CAPITAL: Federal Judge Dismisses Chapter 11 Bankruptcy Case DEAN BRATT: Voluntary Chapter 11 Case Summary DICON TECHNOLOGIES: Involuntary Chapter 11 Case Summary DORCICH S.U.: Case Summary & 10 Largest Unsecured Creditors DUNE ENERGY: Shareholders Elect All 7 Board Members ELECTRICAL COMPONENTS: Reorganization Plan Wins Court Approval ENNIS COMMERCIAL: Gets Court's Nod to Use Cash Collateral ENVIROSOLUTIONS: Seeks to Tap Duff & Phelps as Valuation Providers EQUITY MEDIA: Wins Court Nod to Convert Case to Chapter 7 ERICKSON RETIREMENT: Enters Into Indemnity Pact With F&D ERICKSON RETIREMENT: Stipulation Modifying Injunction Approved ERICKSON RETIREMENT: Trustee Asks for Time for Claims Objections EXOPACK HOLDING: Moody's Affirms 'B2' Corporate Family Rating EXOPACK HOLDING: S&P Raises Corporate Credit Rating to 'B' FFU2 LLC: Case Summary & 16 Largest Unsecured Creditors FITNESS HOLDINGS: Case Converted to Chapter 7 Liquidation GARLOCK SEALING: EnPro Has Preliminary Injunction on Suits GENERAL GROWTH: Seeks Approval of Safeco Surety Facility GENERAL GROWTH: Simon No Longer Keen on Submitting Bid for Assets GENERAL MOTORS: In Talks for Auto Loan Financing GENERAL MOTORS: To File IPO Documents as Early as Next Week GMAC INC: Apollo, Other Firms Check ResCap Books for Possible Bids GREAT NEIGHBORHOODS: Files for Chapter 11 as Projects Stalled GREENSHIFT CORP: Inks Deals With YA Global to Reduce Debts GTC BIOTHERAPEUTICS: Cuts Workforce by 50 as Part of Restructuring GUARANTY FINANCIAL: In Talks with FDIC and WTC on Plan HARBORWALK LP: Filing of Reorganization Plan Now Until July 23 HARRAH'S ENTERTAINMENT: Court Okays Purchase of Thistledown HELLER EHRMAN: Unsecureds May Now Recover Up to 68% of Claims HOME INTERIORS: Ch. 11 Trustee's Liquidation Plan Wins Court OK ITRON INC: S&P Gives Positive Outlook; Affirms 'B+' Corp. Rating JEFFREY BOYD: Case Summary & 20 Largest Unsecured Creditors JOHN SCHILLO: Case Summary & 9 Largest Unsecured Creditors JOHN TELFER: Case Summary & 20 Largest Unsecured Creditors JOSE CANALES: Case Summary & 4 Largest Unsecured Creditors KENNETH MARWICK: Case Summary & 20 Largest Unsecured Creditors KSJ I CORP: Case Summary & 20 Largest Unsecured Creditors LANDRY'S RESTAURANTS: S&P Keeps CreditWatch Negative on 'B' Rating LEHMAN BROTHERS: Barclays CEO Admits He Sought Buffer in Deal LEHMAN BROTHERS: Has OK to Invest $262MM in Rosslyn, Virginia LIBERTY MEDIA: Fitch Affirms Issuer Default Rating at 'BB-' LIFETIME INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors LINCOLNSHIRE CAMPUS: Plans 11 U.S.C. Sec. 363 Sale for Assets M & Z VALLEY: Creditors Have Until Aug. 6 to File Proofs of Claim MAGIC BRANDS: Gets Court Ok of Sale of Assets to Luby's, Inc. MAGNA ENTERTAINMENT: Court Okays Thistledown Sale to Harrah's MAMMOTH CORONA: Plan Outline Hearing Continued Until July 28 MAMMOTH SAN JUAN: Plan Outline Hearing Continued Until July 14 MAYWOOD, CALIF: Lays Off All Employees, But Won't Seek Bankruptcy MGR AND SONS: Case Summary & 4 Largest Unsecured Creditors MIDWAY GAMES: Settles Suit Over Sacked Employee's Unpaid Wages MILLENNIUM TRANSIT: Discloses Largest Unsecured Creditors MILLAR WESTERN: S&P Retains 'B-' Rating with Stable Outlook MORGAN FAMILY: Case Summary & 2 Largest Unsecured Creditors NAMESAFE INC: Files for Bankruptcy With $1.61-Mil. in Debts NEW 4211: Case Summary & 9 Largest Unsecured Creditors NORD RESOURCES: Shareholders Elect Four as Directors NORTEL NETWORKS: Aims to End U.S. Retiree Benefit Payments OCWEN FINANCIAL: Moody 's Assigns 'B1' Corporate Family Rating OFFICE DEPOT: Moody's Affirms Corporate Family Rating at 'B2' PATRIOT HOMES: Liquidated Assets Cue Dismissal of Ch. 11 Case PENN TRAFFIC: PBGC Assumes Responsibility of Pension Plan PHIBRO ANIMAL: S&P Gives Stable Outlook; Affirms 'B' Rating PHILADELPHIA NEWSPAPERS: To Change Name; Unveils $39MM Exit Loan PHOENIX OF FAIRFIELD: Case Summary & Creditors List PHOENIX WORLDWIDE: Can Continue Using Cash Collateral PHOENIX WORLDWIDE: Court Moves Solicitation Deadline to August 31 PHONEWORKS INC: Voluntary Chapter 11 Case Summary POINT BLANK: Flatiron Loan to Finance Premiums Payment OK'd POINT BLANK: Creditors Have Until Aug. 13 to File Proofs of Claim POWER DEVELOPMENT: Section 341(a) Meeting Scheduled for July 14 POWER DEVELOPMENT: Taps D. Rodney Kight as Bankruptcy Counsel PREFERRED VOICE: March 31 Balance Sheet Upside Down by $153,000 PRIMFORCE REAL ESTATE: Faces Class Suit; Owners Declare Bankruptcy PRIUM TUMWATER: Case Summary & 15 Largest Unsecured Creditors PUMP 24: Case Summary & 20 Largest Unsecured Creditors QWEST COMMUNICATIONS: Files 11-K Report for Investment Plan QWEST COMMUNICATIONS: Unveils Remaining Tier 1 Heads for NewCo RARE EARTH: Case Summary & 20 Largest Unsecured Creditors REMEDIATION FIN'L: Plan Outline Hearing Continued Until July 14 RIDGEVIEW HEIGHTS: Reorganization Case Dismissed RQB RESORT: Can Access Goldman Sachs's Cash Until August 27 RQB RESORT: Goldman Can't Foreclose on Sawgrass Marriott RUMJUNGLE - LAS VEGAS: Wants 120-Day Extension of Filing of Plan SCHUCK-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Committee SEA LAUNCH: Plan Up for July 27 Confirmation Hearing SIX FLAGS: Cuts Jobs & 3 Execs; To Move CEO to Dallas Headquarters SMART ONLINE: Settles Securities Class Action Suit SMURFIT-STONE: S&P Puts 'BB+' Rating on $1.2 Bil. Notes SOUTH BAY PROPERTIES: Case Summary & 20 Largest Unsec. Creditors SOUTHERN CALIFORNIA: 9th Cir. Upholds Award to Involuntary Debtors SOUTHWEST STONE: Case Summary & 20 Largest Unsecured Creditors STARPOINTE ADERRA: Can Sell Condominiums to Third Party Buyers STATION CASINOS: Creditors Fail to Stop Auction STEVEN NOYES: Case Summary & 20 Largest Unsecured Creditors TAYLOR BEAN: Regulators Says Seaside Must Slash Stake on Loan TEXAS RANGERS: Disclosure Statement Approved TEXAS RANGERS: Judge Names Snyder as Chief Restructuring Officer TISHMAN SPEYER: Judge Approves Foreclosure Sale of Stuy Town TPF II: S&P Downgrades Rating on $205 Mil. Facilities to 'B+' TRACY CANTREL: Files for Chapter 7 Bankruptcy Protection TRIBUNE CO: Removal Period Extended Until October 29 TRIBUNE CO: Wells Fargo, U.S. Trustee Oppose Incentive Plan TRIBUNE CO: Wins OK for Ernst & Young as Valuator TRICO MARINE: Solicits Consents from Senior Secured Noteholders UNITED RENTALS: S&P Affirms Corporate Credit Rating at 'B' VALENCE TECH: Panel Approves Salary & Target Bonus to CEO Kanode WASHINGTON MUTUAL: Gets D&O Coverage for Recent Litigated Matters WASHINGTON MUTUAL: Objects to $8 Million Illinois Tax Claims WASHINGTON MUTUAL: TPS Consortium Wants JPM to Produce Docs. WEST ORANGE: Case Summary & 7 Largest Unsecured Creditors WILLBROS GROUP: Awarded Boreal Pipeline Construction WILLBROS U.S.: Moody's Cuts Rating on $475 Mil. Loan to 'B2' WORTH CLEANERS: Case Summary & 20 Largest Unsecured Creditors ZICRON CORPORATION: Case Summary & 19 Largest Unsecured Creditors * Moody's Indicators Remain Positive for Spec-Grade Credit Quality * Grant Thornton Aided Successful Chapter 11 Exit for Saratoga * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 7536321 CANADA: S&P Expects to Put 'B+' Corporate Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that it expects to assign a 'B+' long-term corporate credit rating to newly formed Toronto- based 7536321 Canada Inc. S&P expects the outlook to be negative. S&P assigned a preliminary 'BB' issue-level rating (two notches above the corporate credit rating on the company) to 7536321 Canada's proposed US$300 million first-lien secured term loan (U.S. tranche) due 2016, and its C$110 million first-lien secured term loan (Canadian tranche) due 2015. The expected recovery rating is '1', indicating S&P's expectation of very high (90%- 100%) recovery for creditors in the event of default. In addition, S&P assigned the proposed US$300 million second-lien secured term notes due 2018 a preliminary 'B-' issue-level rating (two notches below the corporate credit rating), with an expected recovery rating of '6', indicating S&P's expectation of negligible (0%-10%) recovery for creditors in a default scenario. The company plans to use the debt proceeds, along with a C$250 million equity injection and cash, to finance the C$1.1 billion acquisition of substantially all of the assets of Canwest Limited Partnership and its subsidiaries, as well as the shares of National Post Inc. Canwest LP filed for creditor protection under the Companies' Creditors Arrangement Act on Jan. 8, 2010. The proposed debt ratings are based on preliminary terms and conditions and are subject to review once S&P receive final documentation. Furthermore, the ratings are subject to Canwest LP's timely emergence from bankruptcy and consummation of its plan of reorganization in line with S&P's expectations, including the proposed financing. On June 18, 2010, the Ontario Superior Court of Justice approved the amended plan of compromise and arrangement submitted by Canwest LP and its subsidiaries under CCAA. The approval of the plan allows for 7536321 Canada to pursue its intended acquisition of Canwest LP and its subsidiaries, as well as the shares of National Post Inc. for C$1.1 billion. 7536321 Canada is a newly formed company created to acquire the above-noted assets with the proceeds from debt issuance, equity, and cash. Standard & Poor's expect the transaction to close in July 2010. "The ratings on 7536321 Canada reflect S&P's assessment of the company's vulnerable business risk profile as reflected in its weak revenues and its participation in the challenging newspaper publishing industry, which is characterized by declining advertising and circulation revenues, electronic substitution, and pricing pressures, as well as both direct and indirect competition," said Standard & Poor's credit analyst Lori Harris. S&P believes the newspaper industry will face long-term secular challenges related to market share erosion toward online and other forms of advertising. Partially offsetting these factors, in S&P's opinion, are the company's good market position, solid credit protection measures for the ratings, and improved operating performance because of cost-cutting efforts. Upon closing, 7536321 Canada will have a leading market position in the Canadian newspaper publishing industry. The company's business will comprise several Canadian daily newspapers, the National Post, nondaily newspapers, and certain online editions and classified Web sites. The negative outlook reflects Standard & Poor's ongoing concerns about the challenges the company faces given weak revenue and difficult industry fundamentals. Downward pressure on the ratings could result from deterioration in 7536321 Canada's operations or credit protection measures. S&P could revise the outlook to stable if the company demonstrates sustainable improvement in operating performance, while strengthening its credit measures. Standard & Poor's has provided the foregoing independent credit opinions based on the information that has been provided. In offering such opinions, Standard & Poor's is independent from the engaging company and any parties to the Canwest LP CCAA proceeding. S&P does not advise, advocate, or support any particular plan of reorganization, and a rating opinion does not indicate whether the plan is fair, reasonable, or appropriate, or likely to be confirmed as the basis for Canwest LP's emergence from CCAA. The issuer, issue, and recovery ratings and the rating outlook provided by Standard & Poor's to newly created companies buying the assets of bankrupt companies are preliminary, and are S&P's current opinion of the final ratings and rating outlook that S&P expects to assign at a future date. Subsequent developments or changes to the plan or information considered by us in S&P's analysis could result in final conclusions that differ from the preliminary ratings and outlook. Rating opinions provided by Standard & Poor's to a company in a bankruptcy situation are assumed to be used in accordance with all applicable laws. 7601 BUSINESS: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 7601 Business Park, LLC 933 Beville Road, Building 103-F Daytona Beach, FL 32119 Bankruptcy Case No.: 10-10740 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Judge: Arthur B. Briskman Debtor's Counsel: Kenneth D. Herron, Jr., Esq. 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: kherron@whmh.com Estimated Assets: $0 to $50,000 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/flmb10-10740.pdf The petition was signed by Winston D. Schwartz, manager. ABITIBIBOWATER INC: Auction Today on $500 Million Financing ----------------------------------------------------------- Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc. received approval from the bankruptcy judge to conduct an auction today, June 24, to test whether there is a better offer to provide $500 million in backstopped debt financing as part of the reorganization plan for exiting Chapter 11. The hearing for approval of the sale will occur June 25. Bloomberg recounts that Aurelius Capital Management LP and Contrarian Capital Management LLC unsuccessfully opposed approval of the financing commitment. They argued that the Company has enough cash on its own to confirm a plan and shouldn't incur the expense of a rights offering. The rights offering, according to Bloomberg, is integrated with the revised reorganization plan that AbitibiBowater filed in late May. The hearing for approval of the disclosure statement is scheduled for July 7. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had US$9,937,000,000 in total assets and US$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). AGA MEDICAL: Moody's Comments on 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service commented that AGA Medical Corporation's B3 corporate family rating and positive outlook are unaffected by its competitor's -- NMT Medical (not rated by Moody's) -- announcement on June 17, 2010, that the preliminary results of NMT's CLOSURE I patent foramen ovale stroke trial did not meet its primary endpoint. The last rating action on AGA was on March 30, 2010, when Moody's changed the outlook to positive and affirmed the B3 corporate family rating. Headquartered in Plymouth, Minnesota, AGA Medical Corporation is a leading manufacturer of minimally invasive nitinol-based occlusion devices for the treatment of cardiovascular defects and peripheral vascular disease. The devices are produced using nitinol (a shape memory alloy of nickel and titanium) and are inserted using transcatheter delivery systems. The company sells its products in 112 countries and approximately 60% of its sales are derived from international markets. The company generated approximately $206 million in revenues for the trailing twelve months ended March 31, 2010. AGRIPROCESSORS INC: Ex-CEO Gets 27-Year Jail Time ------------------------------------------------- U.S. District Judge Linda Reade on Monday sentenced Sholom Rubashkin, a former executive of kosher meatpacking plant Agriprocessors, to 27 years in prison followed by five years of supervised release. According to the Des Moines Register, Judge Reade's sentence adds two years to the prison term federal prosecutors would have had Mr. Rubashkin spend behind bars. His defense attorneys had sought six years. Jacqueline Palank at Dow Jones Daily Bankruptcy Review relates Judge Reade ordered Mr. Rubashkin to pay $27 million in restitution to three of the plant's creditors that fell victim to his fraud. Lender First Bank Business Capital is slated to receive $18.5 million, lender MB Financial Bank will get $8.3 million and livestock supplier Waverly Sales Inc. will get $3,800. Bloomberg notes that the judge let Mr. Rubashkin off without a fine on top of restitution. Mr. Rubashkin, 50, was convicted last November on 86 counts, including harboring undocumented aliens and creating false accounts receivable. He was acquitted on five counts. About Agriprocessors Inc. Headquartered in Postville, Iowa, Agriprocessors Inc. once produced half the kosher beef and 40% of the kosher poultry in the U.S. It filed for bankruptcy following a raid by immigration authorities in May 2008 on the plant in Postville, Iowa, where 389 workers were arrested for having forged immigration documents. The Company filed for Chapter 11 on Nov. 4, 2008 (Bankr. E.D.N.Y. Case No. 08-47472). The case, according to McClatchy-Tribune, was transferred to Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, represented the Company in its restructuring effort. The petition listed assets and debts of $100 million to $500 million. Agriprocessors' plant has since been sold to SHF Industries, which renamed the company Agri Star. Agriprocessors' reorganization case was converted to liquidation under Chapter 7, at the consent of the Chapter 11 trustee appointed to take over the estate. The Chapter 11 trustee became the trustee in the Chapter 7 case to liquidate the Debtor's remaining assets and provide distributions to creditors. AJILI MOJILI: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Ajili Mojili Incorporado 1006 Ave Ashford San Juan, PR 00907 Bankruptcy Case No.: 10-05436 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Enrique S. Lamoutte Inclan Debtor's Counsel: Alexis Fuentes Hernandez, Esq. Fuentes Law Offices P.O. Box 9022726 San Juan, PR 00902-2726 Tel: (787) 722-5216 Fax: (787) 722-5206 E-mail: alex@fuentes-law.com Scheduled Assets: $397,173 Scheduled Debts: $1,483,302 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-05436.pdf The petition was signed by Jose A. Benitez Gorbea, company's president. ALLIS-CHALMERS ENERGY: Stockholders Elect All 9 Directors --------------------------------------------------------- Allis-Chalmers Energy Inc. said that at the annual meeting of shareholders, the stockholders elected all nine director nominees and ratified the appointment of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010. The directors elected by shareholders are: * Saad Bargach * Alejandro P. Bulgheroni * Giovanni Dell' Orto * Victor F. Germack * James M. Hennessy * Munawar H. Hidayatallah * Robert E. Nederlander * John T. Reynolds * Zane Tankel About Allis-Chalmers Energy Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) -- http://www.alchenergy.com/-- is an oilfield services company. Allis-Chalmers provides services and equipment to oil and natural gas exploration and production companies, domestically primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas, offshore in the Gulf of Mexico, and internationally, primarily in Argentina, Brazil and Mexico. * * * Allis-Chalmers carries 'B-' issuer credit ratings, with stable outlook, from Standard & Poor's. It has 'B3' corporate family and probability of default ratings, with stable outlook, from Moody's. Its senior unsecured debt has 'Caa1' senior unsecured debt rating from Moody's. ALMATIS B.V.: Court Allows Junior Lenders to See Plan Documents --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York overruled the objection of Oaktree Capital Management Ltd. to the junior lenders' request to access documents concerning the restructuring plan of Almatis B.V. and its affiliated debtors. In a June 21 order, Judge Martin Glenn overruled Oaktree's objection to the extent it disapproves the production of documents that were exchanged prior to March 7, 2010, on the basis of common interest privilege. Judge Glenn held that Oaktree "has failed to carry its burden" of establishing that the documents are protected by the common interest privilege. He also said that there is no basis for the assertion of attorney work-product privilege with respect to documents exchanged prior to March 7, 2010. Oaktree and the junior lenders are directed by the Court to confer with respect to matters that have not been resolved by the order, including "privilege issues" with respect to documents exchanged after March 7, 2010. Oaktree was served earlier with a subpoena by the junior lenders to produce documents concerning the restructuring plan, the disclosure statement and the plan support agreement. Oaktree, however, refused on grounds that the documents are protected from discovery because it shares a common interest with Almatis and members of the Senior Coordinating Committee. It also argued that the documents constitute work product and are irrelevant. Counsel for Oaktree and the junior lenders submitted letter briefs to Judge Glenn on June 21, 2010. A hearing to consider the arguments of the dispute was held on the same day. About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ALMATIS B.V.: Files Summary of Reorganization Plan -------------------------------------------------- Almatis B.V. and its debtor affiliates delivered a document to the U.S. Bankruptcy Court for the Southern District of New York on June 11, 2010, depicting a summary of their Chapter 11 Plan and notices of plan-related court hearings. As previously reported, the Debtors filed a Joint Prepackaged Plan of Reorganization and an accompanying Disclosure Statement and Prepetition Solicitation of Votes on April 30, 2010. The Plan contemplates a restructuring of the Debtors' liabilities in a manner designed to maximize recovery to all stakeholders and to enhance the financial viability of the Reorganized Debtors. Under the Plan, the capital structure of the Debtors will be rationalized, and ownership of the Reorganized Debtors will be transferred primarily to Holders of Class 2 Senior Lender Claims, subject to warrants to be issued to the Holders of Class 3 Second Lien Claims and Class 4 Mezzanine Claims. The Debtors believe that (i) through the Plan, Holders of Allowed Claims will obtain a substantially greater recovery from their estates than the recovery the creditors would receive if the Debtors filed for Chapter 7 protection, and (ii) the Plan will afford them the opportunity and ability to continue their businesses as viable going concerns. Votes on the Plan were solicited before the Debtors filed for bankruptcy on April 30, 2010. The Debtors delivered to the Court a chart that summarizes the treatment provided by the Plan to each class of claims and interests and indicates the acceptance or rejection of the Plan by each class entitled to vote: Projected Class Description Recovery --------- ----------- --------- 1(a)-(k) Other Priority Claims 100% 2(a)-(k) Senior Lender Claims Option A Consideration: 86% of Allowed Claim Option B Consideration: 72% of Allowed Claim 3(a)-(k) Second Lien Claims 1.6% 4(a)-(k) Mezzanine Claims 0.4% 5(a)-(d) Junior Mezzanine Claims 0.0% 6(a)-(k) Other Secured Claims 100% 7(a)-(k) General Unsecured Claims 100% 8(a)-(d) Impaired Intercompany Claims 0.0% 8(e)-(k) Unimpaired Intercompany Claims N/A 9(a)-(k) Subordinated Claims 0.0% 10(a)-(d) Interests in DIC Almatis Bidco B.V., Almatis Holdings 3 B.V., Almatis Holdings 9 B.V. and Almatis B.V. 0.0% 10(e)-(k) Other Interests N/A A full-text copy of the Summary of Plan of Reorganization is available for free at: http://bankrupt.com/misc/Almatis_PlanSummary.pdf The hearing to consider approval of the Disclosure Statement as well as confirmation of the Plan is slated for July 19, 2010. Any objections to the Plan must be filed in writing, must state with particularity the legal and factual basis for that objections, and must be filed so as t be received no later than July 2, at 5:00 p.m. Section 341 Meeting The Debtors have also asked the Office of the U.S. Trustee for the Southern District of New York not to convene a meeting of creditors pursuant to Section 341(a) of the Bankruptcy Code, unless the Plan is not confirmed within 60 days after the Petition Date. About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, claims to be a global leader in the development, manufacture and supply of premium specialty alumina products. It has nearly 900 employees and nine production facilities worldwide. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ALMATIS B.V.: GS European, et al., Want Late Ballots Allowed ------------------------------------------------------------ GS European Performance Ltd. and Goldman Sachs Lending Partners LLC, as record and beneficial holders of claims against the Debtors, ask the Court to treat their ballots as timely filed. They further seek that their votes and the elections made in the Ballots be counted for all purposes under the Debtors' Joint Prepackaged Plan of Reorganization. Richard Engman, Esq., at Jones Day, in New York, tells Judge Glenn that Goldman Sachs and GS European support the Debtors' Prepackaged Plan and as a consequence, seek assurance that their accepting votes and elections will be counted and that they will not be disenfranchised from their right to vote because of an unwarranted and rote application of the Debtors' proposed solicitation procedures. More specifically, Mr. Engman maintains that in order to avoid the need to file an otherwise unnecessary limited objection to the Debtors' proposed solicitation procedures, including the proposed May 7, 2010 voting deadline provided for in the Debtors' proposed Disclosure Statement, GS European and Goldman Sachs seek entry of a proposed order requiring that the Ballots delivered to the Debtors on May 10, 2010, and on May 13, 2010, be treated as timely filed for all purposes. GS European and Goldman Sachs assert that errors in communication caused brief delays in the formal delivery of the Ballots. Nevertheless, they maintain that the Debtors did have actual knowledge prior to the proposed voting deadline that they were voting all of their Senior Lender Claims in favor of the Plan and electing the Plan's Option B Consideration. While still hopeful that an agreement with the Debtors will be reached on a mechanism for counting the Ballots, GS European and Goldman Sachs have decided that the prudent course is to file the motion so that the issue can be heard and decided by the Court. In a separate filing, GS European and Goldman Sachs certify to the Court that no objection was filed as to the request. About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, claims to be a global leader in the development, manufacture and supply of premium specialty alumina products. It has nearly 900 employees and nine production facilities worldwide. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ALMATIS B.V.: Schedules Deadline Extended Until July 13 ------------------------------------------------------- Almatis B.V. and its affiliated debtors asked the U.S. Bankruptcy Court for the Southern District of New York to give them until August 13, 2010, to file their schedules of assets and liabilities and statements of financial affairs. "In light of the size and complexity of the Debtors' business operations, the number of creditors involved in the Chapter 11 cases, and the international scope of the Debtors' operations, substantial time will be required to complete the schedules and statements," says Michael Rosenthal, Esq., at Gibson Dunn & Crutcher LLP, in New York. Gibson Dunn was tasked to present a proposed order of their motion in mid-June 2010. The Court was set to hold hearing on June 23, 2010, if an objection was filed. The bankruptcy judge in Manhattan subsequently entered a ruling, extending the Debtors' deadline to file their Schedules and Statements through July 13, 2010. The Court's order was entered on June 18, 2010. The Debtors also received a July 13 extension for the deadline to file financial reports on entities in which they hold a controlling or substantial interest. Rule 2015.3(b) of the Federal Rules of Bankruptcy Procedure requires a debtor to file its first report no later than seven days before the first date set for the meeting of creditors under Section 341 of the Bankruptcy Code. About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, claims to be a global leader in the development, manufacture and supply of premium specialty alumina products. It has nearly 900 employees and nine production facilities worldwide. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN HOUSING: Court Names Focus as Ch 11 Trustee's Advisor -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has appointed Focus Management Group USA, Inc., as financial advisor to the Chapter 11 Trustee of American Housing Foundation. Focus has been appointed by the Court to review AHF's operations and capital structure for each of its 78 properties, to develop a comprehensive reporting and cash management system for the Company and to assist the Trustee in the preparation of a comprehensive restructuring plan. Jay Kelley, Managing Director of Focus Management Group's Real Estate Practice, is leading the Focus team overseeing the project. Kelley is a seasoned finance professional with more than 25 of years experience in all aspects of corporate finance. Alan Weiner, a Senior Real Estate Consultant, is also assisting on the case. Weiner brings over 25 years as a senior account executive as well as extensive experience in affordable housing projects. Messrs. Kelley and Weiner are based out of the firm's Tampa, FL office and can be reached at (813) 281-0062. About Focus Management Group Focus Management Group -- http://www.focusmg.com/-- provides nationwide professional services in turnaround management, insolvency proceedings, business restructuring and operational improvement with a senior-level team of 130 professionals. Headquartered in Tampa, FL, with offices in Atlanta, Chicago, Cleveland, Columbus, Dallas, Los Angeles and Philadelphia, the firm provides a full portfolio of services to distressed companies and their stakeholders, including secured lenders and equity sponsors. About American Housing Founded as a Texas 501(c)(3) non-profit corporation in 1989, American Housing Foundation owns and operates over 12,500 residential units, making AHF one of the nation's largest entities primarily dedicated to the workforce housing market. Residents in AHF properties benefit from significantly below market rental rates. AHF filed for Chapter 11 on June 11, 2009 (Bankr. N.D. Tex. Case No. 09-20373). Judge Robert L. Jones handles the case. Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, represents the Debtor in its restructuring efforts. At the time of the filing, AHF estimated it had assets and debts of $100 million to $500 million. Nine creditors had filed an involuntary petition to send AHF to Chapter 11 in April. Robert L. Templeton, who asserts a $5.1 million claim on account of an investment, has the largest claim among the petitioners, which are being represented by David R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas. AMERICAN INT'L: Revises Compensation Structure for Top Execs ------------------------------------------------------------ The Wall Street Journal's Serena Ng reports that American International Group Inc. has changed its compensation structure for its most highly paid employees, potentially making their income more secure while AIG tries to repay its bailout. The Journal notes AIG recently implemented a plan to reduce the impact of its volatile share price on the pay of top employees by basing most of their noncash compensation instead on the price of its debt, which is seen as a more-stable investment. The plan was devised by AIG's management and board and approved by the company's government overseers. In May, AIG executives who must receive a portion of their annual pay in the form of stock-as mandated by the U.S. compensation czar -- began receiving new "long-term performance units" that derive 80% of their value from AIG's junior debt and 20% of their value from AIG's common stock. The combination "is designed to serve as a proxy for AIG's long-term value," the government-controlled company said in a filing at the end of May, when the change to how its top employees are paid kicked in. Typically, executives receiving noncash compensation get stock or stock options, grants designed to motivate the employee to expand the company. Tying compensation to the value of debt is unusual, executive compensation experts say, because companies are generally expected to repay their debt. But AIG isn't a typical situation, they say, according to the Journal. The Journal notes the value of AIG's shares depends largely on whether the U.S. government, which owns nearly 80% of the company and is owed $102 billion by AIG and its units, is eventually repaid. If AIG can't generate enough cash from asset sales and earnings to pay off Washington, its shares would be worth little or nothing. "AIG is operating under a lot of pay constraints, so this is one way in which they can deliver more value to their management," the Journal quotes Marc Hodak, managing director of Hodak Value Advisors, as saying. Hodak Value Advisors is a New York research and consulting firm that advises executives and directors. Mr. Hodak adds that "just being able to repay their debt would be a very significant achievement for AIG, so this is a rare instance where the interests of debt holders are aligned with shareholders." 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 WEST HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: American West Homes, Ltd. 3002 E Colfax Avenue Denver, CO 80206-1607 Bankruptcy Case No.: 10-25209 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: David Wadsworth, Esq. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Tel: (303) 296-1999 Fax: (303) 296-7600 E-mail: dvw@sendwass.com 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 $771,476 while debts total $1,593,662. 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/cob10-25209.pdf The petition was signed by James E. Donahue, president. ANGELO REYES: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Angelo Luis Reyes 442 Lexington Avenue New Haven, CT 06513 Bankruptcy Case No.: 10-31876 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Richard J. Novak, Esq. Novak & Associates 163 Cedar Street Branford, CT 06405 Tel: (203) 481-1600 Fax: (877) 828-8834 E-mail: richardnovak@sbcglobal.net 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 at least $115,000 while debts total $220,000. The petition was signed by the Debtor. The list of unsecured creditors filed together with this petition contains only 1 entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ JPMorgan Chase Bank, N.A. Bank loan $220,000 7255 Baymeadows Way Jacksonville, FL 32256 ANIXTER INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Glenview, Ill.-based Anixter International Inc. to 'BB' from 'BB+'. The outlook is stable. At the same time, S&P lowered Anixter Inc.'s senior unsecured notes to 'BB' from 'BB+. The recovery rating on the notes is '4', indicating S&P's expectation for average (30%-50%) recovery in the event of a payment default. S&P also lowered its rating on Anixter international Inc.'s senior unsecured convertible notes and zero-coupon convertible notes to 'B+' from 'BB-'. The recovery rating on the notes is '6', indicating S&P's expectation for negligible recovery (0%-10%) recovery in the event of a payment default. Anixter Inc. is the primary operating subsidiary of Anixter International Inc. Therefore, the indebtedness of Anixter International is considered structurally subordinated to the indebtedness of Anixter Inc. "The rating action reflects Anixter's sustained higher-than- expected debt leverage," said Standard & Poor's credit analyst Philip Schrank, "and S&P's expectation that it will improve, but remain above the 3x area over the near-to-intermediate term." Debt to EBITDA over the last 12 months ended March 2010 exceeded 4x. AUTOBACS STRAUSS: New Plan Sets July 13 Disclosure Date ------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Autobacs Strauss Inc. revised its reorganization plan and scheduled a hearing on July 13 for approval of the explanatory disclosure statement. The bankruptcy judge in Delaware denied a motion for an expedited hearing. Once the disclosure statement is approved, creditors can vote on the newest iteration of the plan that gives them all of the new stock plus a second-lien note for $8.5 million. Bloomberg relates that under the Revised Plan, unsecured creditors in two classes with some $18.7 million in claims are predicted to have a 45% recovery by receiving all the new stock plus the $8.5 million note, assuming total victory in a lawsuit against parent Autobacs Seven Co., and its $44 million claim. If the fight with Autobacs ends in failure, the draft disclosure statement tells unsecured creditors they should see less than 14% plus the new stock. Confirmation of the plan is conditioned on approval of an employment agreement with Chief Executive Officer Glenn Langsberg. Bloomberg recounts that Strauss Auto disclosed in May that it wouldn't attempt to confirm the prior version of the plan, even though the bankruptcy judge had approved the disclosure statement. The previous plan would have given Mr. Langsberg an option to buy all the stock for $300,000 if unsecured creditors recover 45% within a specified time. The Company's former owner, Japan-based Autobacs Seven, opposed, arguing the plan wasn't confirmable because it would have allowed equity holders to retain stock when objecting creditors weren't fully paid. Confirmation of the revised plan is to be financed with $10 million in exit financing. The disclosure statement says there isn't yet a commitment from a lender. About Autobacs Strauss Headquartered in South River, New Jersey, Autobacs Strauss Inc. -- http://www.straussauto.com/-- sells after-market automotive parts and accessories, and operate automotive service centers located in New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania. The Company operates 86 retail store locations and has about 1,450 employees. The Company filed for Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Case No. 09-10358). Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP, represents the Debtor in its restructuring efforts. As of January 3, 2009, the Debtor had total assets of $75,000,000 and total debts of $72,000,000. The Chapter 11 case is Strauss's third. The preceding Chapter 11 case ended with the confirmation of a Chapter 11 plan in April 2007. The Company was then named R&S Parts & Service Inc. AVISTAR COMMUNICATIONS: Reports Results of Exchange Offer --------------------------------------------------------- Avistar Communications Corporation filed with the Securities and Exchange Commission Amendment No. 1 to amend and supplement the Tender Offer Statement on Schedule TO the Company filed on May 18, 2010, relating to an offer by Avistar to exchange options to purchase up to an aggregate of 9,241,242 shares of its common stock, whether vested or unvested, that were granted to eligible employees with an exercise price of $0.68 per share or higher. Avistar reports that the offer expired on June 15, 2010, at 9:00 p.m., Pacific Time. Avistar has accepted for cancellation options to purchase an aggregate of 6,754,823 shares of its common stock, which were cancelled as of June 15, 2010, and, in exchange, granted new options to purchase an aggregate of 4,438,108 shares of common stock. The exercise price per share of the new options granted in the offer is $0.55, the closing price of Avistar common stock as reported on the over-the-counter market on June 15, 2010. About Avistar Communications Headquartered in San Mateo, California, Avistar Communications Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a portfolio of 80 patents for inventions in video and network technology and licenses IP to videoconferencing, rich-media services, public networking and related industries. Current licensees include Sony Corporation, Sony Computer Entertainment Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and Emblaze-VCON. * * * As of March 31, 2010, the Company had total assets of $2.070 million against total liabilities of $5.120 million, resulting in stockholders' deficit of $3.050 million. BANKRATE INC: S&P Assigns 'B' Rating on $280 Mil. Senior Notes -------------------------------------------------------------- Standard & Poor's Ratings Services assigned Bankrate Inc.'s proposed $280 million senior secured notes due 2015 a preliminary issue-level rating of 'B' with a recovery rating of '4', indicating S&P's expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. Upon closing of the transaction and S&P's review of final documentation, S&P expects to assign a 'B' corporate credit rating to the company with a stable rating outlook. The company plans to use proceeds from the proposed notes to acquire NetQuote, an online insurance lead generator, and CreditCards.com, an online credit card marketplace, for $205 million and $145 million, respectively. Pro forma for the transaction, debt balances were $280 million as of March 31, 2010. "The expected 'B' corporate credit rating reflects Bankrate's high debt balances following the transaction, sizable potential litigation settlements, the company's acquisitive growth strategy (which could preclude deleveraging in the future), the highly competitive online financial information marketplace, and vulnerability to economic activity and interest rate fluctuations that drive site traffic and ad rates," said Standard & Poor's credit analyst Andy Liu. "The company's leading position as a compiler of financial product information and rate tables, its healthy conversion of EBITDA to discretionary cash flow, and its editorial capabilities and co-branding relationships are positives that do not fully offset these risks." North Palm Beach, Fla.-based Bankrate offers personal financial information and aggregates rate data for over 300 financial products from roughly 4,800 lending institutions. The customer base is broadly diverse, although its advertisers are mainly financial institutions that are subject to similar prevailing trends and economic headwinds. The online consumer financial marketplace, which is affected by the health of the economy, credit environment, and housing markets, as well as interest rate fluctuations that influence refinancing and lending activity, has started to show signs of recovery in the second quarter of 2010. Still, S&P expects overall site traffic, click-through rates, and cost per click (CPC) pricing to remain weak over the intermediate term compared to historical levels. Pro forma for the transaction, Bankrate's revenue base will be less dependent on display advertising and CPC pricing mainly associated with its financial product and rate table hyperlinks; both of these sources are more susceptible in a weak economy. NetQuote will increase the company's exposure to insurance leads-- a business S&P believes is generally less cyclical than financial products. In addition, S&P believes the acquisitions provide an opportunity for Bankrate to bolster the level of traffic from company-owned sources to both NetQuote and Creditcards.com through its editorial and media relationships. Organically generated traffic is more profitable than traffic from co-branding or paid search. BOSQUE POWER: U.S. Trustee Objects to Proskauer's Legal Fee Bid --------------------------------------------------------------- The U.S. trustee overseeing the bankruptcy of Bosque Power Co. LLC has taken issue with Proskauer Rose LLP's fee statement, saying it did not disclose whether certain work was legal research or factual research and that the time spent on the work may have been excessive, Bankruptcy Law360 reports. In an objection filed Monday with the U.S. Bankruptcy Court for the Western District of Texas, U.S. Trustee Charles F. McVay said Proskauer should be required to provide additional detail, Law360 says. About Bosque Power Laguna Park, Texas-based Bosque Power Company, LLC, owns and operates a natural gas fired power plant with a capacity of 800 megawatts. The power-generating facility, located in Laguna Park, commenced operations as a natural-gas power plant in 2000. Bosque Power Partners owns 100% of the membership interest in Bosque Power. Bosque Power filed for Chapter 11 on March 24, 2010, (Bankr. W.D. Tex. Case No. 10-60348). Henry J. Kaim, Esq., at King & Spalding LLP, serve as bankruptcy counsel to the Debtor. The Debtor tapped Morgan, Lewis & Bockius LLP as special corporate counsel; Greenhill & Co. LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims agent. In its petition, the Debtor listed assets and debts both ranging from $100,000,001 to $500,000,000. CALIFORNIA COASTAL: Has $182-Mil. Loan to Take Out Lenders ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that California Coastal Communities Inc. secured court approval for a commitment for a $182 million loan to finance a Chapter 11 plan. Before landing the new loan, the company was proposing a plan where existing secured debt would be rolled over into new loans. The lenders opposed. The new loan permits amending the plan so the lenders will be paid off in cash. The loan is provided by Luxor Capital Group LP. The Plan pays unsecured creditors in full, without interest, over two years. The confirmation hearing for approval of the Plan is scheduled for July 27. 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. CATHOLIC CHURCH: Victim Wants Diocese, Lawyers Held in Contempt --------------------------------------------------------------- Bankruptcy Law360 reports that a man who has filed a suit alleging he was sexually abused by a priest has moved to hold Young Conaway Stargatt & Taylor LLP and two of its attorneys, along with the Catholic Diocese of Wilmington Inc. and a bishop, in contempt for butting in to his suit in violation of an agreement. Law360 says that James E. Sheehan filed an emergency motion on Monday with the U.S. Bankruptcy Court for the District of Delaware. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CCS CORPORATION: Moody's Affirms 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed CCS Corporation's B3 Corporate Family Rating and maintained its negative outlook. Moody's also affirmed the B2 rating on CCS' senior secured credit facility and the Caa2 rating on the senior unsecured notes. The negative outlook reflects the company's high leverage and negative free cash flow that will cause deterioration of liquidity in the medium term. "The company's ability to navigate the current economic environment is substantively constrained by a highly levered capital structure and the cyclical nature of a significant portion of the company's revenues", commented Moody's analyst Terry Marshall. "Moody's sees more downside risk to the B3 rating over the near term and anticipate any operational and cash flow improvements to occur gradually contingent on continued successful execution of business strategy. Although activity levels in the oil and gas industry have improved from the very depressed levels in early 2009, CCS's revenues remain sluggish. Moody's anticipate only limited year-over-year increases in revenues and EBITDA in 2010, and negative free cash flow given the company's expansionary capital expectations. CCS plans to fund expansionary capital with the proceeds of asset sales. Any meaningful improvement in leverage metrics will be contingent upon recovery in both drilling and Treatment, Recovery and Disposal TRD activity from current levels, ongoing improvements in operational efficiency and capital allocation, and progress with customer penetration in the Alberta marketplace. Nonetheless, Moody's notes the potential for internal liquidity improvements through reductions in growth and acquisition expenditures and the liquidity benefits from significant revolver availability. CCS Corporation's B3 Corporate Family Rating and negative outlook reflect the company's high financial leverage (7X, adjusted) and associated low interest coverage (.3X EBIT/Int), continued weakness in its core midstream TRD business, and the possibility of negative free cash flow generation in both 2010 and 2011. The ratings are supported by: i) the company's leading position in the market for waste management services to the Canadian oil industry ii) high barriers to entry created through a combination of technical know-how and ownership of permitted, TRD assets in the Alberta region and elsewhere, iii) the company's range of services, which span oilfield services, clean-up work and disposal facilities, and iv) and relatively diversified revenue streams which somewhat mitigate dependence on cyclical oil and gas drilling activity. Previously, the company was rated based on the Moody's Global Business and Consumer Services Industry Rating Methodology. Given that the company's revenues are sourced primarily from the oil and gas industry, Moody's view the Global Oilfield Services Rating Methodology to be more appropriate in measuring the company's business and financial risks. The last rating action on CCS was on April 30, 2009, when the company's outlook was changed to negative. CCS Corporation, based in Calgary, Alberta, serves its customers through four divisions, namely: i) CCS Midstream Services, which provides oilfield waste treatment, recovery and disposal, ii) HAZCO Environmental & Decommissioning Services, which offers remediation, waste management and decommissioning solutions, iii) Concord Well Servicing, which provides well maintenance/workover services as well as perforation and specialized drilling services, and iv) CCS Energy Marketing, which markets crude oil and condensate. CCS had revenues of about C$1.9 billion for the fiscal year ended December 31, 2009. CANWEST GLOBAL: Canada Court OKs Agreements With Shaw ----------------------------------------------------- Shaw Communications Inc. disclosed that the Ontario Superior Court of Justice approved the previously announced agreements with Shaw and members of the ad hoc committee of holders of Canwest Media Inc.'s 8.0% senior subordinated notes regarding Shaw's acquisition of Canwest Global Communications Corp. broadcasting assets. Previously, Shaw announced that they had entered into agreements regarding the acquisition of 100% of the over-the-air and specialty television businesses of Canwest, including all of the equity interests in CW Investments Co., the Canwest subsidiary that owns a portfolio of specialty television channels. On May 3, 2010 Shaw closed the acquisition of the majority of Goldman Sachs equity interest in CW Investments and will acquire the remaining stake once all necessary regulatory approvals are received. The Court also accepted for filing the consolidated plan of compromise, arrangement and reorganization relating to Canwest, Canwest Media Inc. and certain subsidiaries (collectively the "CMI Entities") pursuant to the Companies' Creditors Arrangement Act ("CCAA") and the Canada Business Corporations Act. The Court has granted an order authorizing the holding of meetings of the affected creditors of the CMI Entities on July 19, 2010. If the Plan is approved by the required majority of affected creditors, then a further motion will be brought before the Court on July 28, 2010, seeking sanction of the Plan. Today, Shaw also entered into an a consensual agreement with Canwest, the Ad Hoc Committee and an ad hoc committee of Canwest shareholders whereby through the reorganization of the Company's capital structure, the existing Canwest shareholders will receive a total payment of $11 million. This is approximately the same amount as originally contemplated by the terms of the recapitalization transaction approved by the Court on February 19, 2010. This amendment will have no impact on the treatment of affected creditors under the recapitalization transaction. "This is an important milestone in the lengthy and difficult CCAA process that Canwest has endured over the last several months. We are pleased that the Court has recognized Shaw's participation in the restructuring process under the framework set out by the Board of Canwest, the Ad Hoc Committee and approved by the Court, and that we were able to finalize terms of the Transaction with all constituent parties involved in the restructuring process. We look forward to completing all necessary steps and closing the Transaction as soon as possible," said Peter Bissonnette, President, Shaw Communications Inc. The Transaction remains subject to regulatory approvals from the Canadian Radio-television and Telecommunications Commission ("CRTC") and the Competition Bureau. About Shaw Communications Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) -- http://www.shaw.ca/-- is a diversified communications company whose core business is providing broadband cable television, high- speed Internet, digital phone, telecommunications services (through Shaw Business Solutions) and satellite direct-to-home services (through Star Choice). The company serves 3.3 million customers, including almost 1.5 million Internet subscribers, through a reliable and extensive network, which comprises over 575,000 kilometres of fibre. * * * As reported in the Troubled Company Reporter on June 17, 2009, Moody's Investors Service rated the senior unsecured component of Shaw Communication Inc.'s $2.5 billion multiple seniority shelf registration (P)Baa3 while the preferred share component was rated (P) Ba1. The shelf registration was filed on March 11, 2009. Concurrently, Moody's also affirmed Shaw's existing Baa3 senior unsecured rating along with the stable outlook. Funds raised pursuant to the prospectus will be neutral to the company's credit profile based on the assumption that they will be used primarily towards refinancing maturing debt. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Canada Court OKs July 19 Meetings with Creditors ---------------------------------------------------------------- Canwest Global Communications Corp. disclosed that the Ontario Superior Court of Justice has accepted for filing the consolidated plan of compromise, arrangement and reorganization relating to Canwest, Canwest Media Inc. and certain of its subsidiaries (collectively, the "CMI Entities") pursuant to the Companies' Creditors Arrangement Act and the Canada Business Corporations Act. The Court has granted an order authorizing the holding of meetings of the affected creditors of certain of the CMI Entities on July 19, 2010. The purpose of the meetings is for the Affected Creditors to consider and vote on the Plan. If the Plan is approved by the required majority of Affected Creditors, the CMI Entities intend to bring a further motion on July 28, 2010 seeking a sanctioning of the Plan by the Court. The Court also approved the previously announced agreements with Shaw Communications Inc. and members of the ad hoc committee of holders of CMI's 8% senior subordinated notes, which are comprised of the amended Shaw subscription agreement, the amended Shaw support agreement as well as the further amended Ad Hoc Committee support agreement. In addition, Canwest also announced a consensual agreement between it, Shaw, the Ad Hoc Committee, and an ad hoc committee of certain Canwest shareholders to amend the proposed recapitalization transaction to include a reorganization of the Company's capital pursuant to which existing Canwest shareholders will receive an aggregate payment of $11 million, being approximately the same amount as originally contemplated by the terms of the recapitalization transaction approved by the Court on February 19, 2010. This amendment will have no impact on the treatment of creditors under the recapitalization transaction. Approximately US$440 million of the aggregate subscription price will be allocated to satisfy the claims of the 8% Noteholders against the CMI Entities. An additional $38 million will be allocated to satisfy the claims of the CMI Entities' other affected creditors. The announcement relates only to Canwest's conventional and specialty television broadcasting businesses. Canwest's subsidiaries Canwest (Canada) Inc., Canwest Limited Partnership and their affiliates (the "LP Entities"), which operate its newspaper and online publishing businesses, are the subject of a separate CCAA proceeding. The CMI Entities do not expect to receive any distribution in connection with the CCAA restructuring of the LP Entities. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CENTRAL DELAWARE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Central Delaware Materials, LLC 2935 S. DuPont Boulevard Smyrna, DE 19977 Bankruptcy Case No.: 10-11981 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Peter J. Walsh Debtor's Counsel: Adam Hiller, Esq. Pinckney, Harris & Weidinger, LLC 1220 N. Market Street, Suite 950 Wilmington, DE 19801 Tel: (302) 504-1527 Fax: (302) 442-7046 E-mail: ahiller@phw-law.com Estimated Assets: $1,000,001 to $100,000,000 Estimated Debts: $1,000,001 to $100,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Diane K. Cahall, secretary/treasurer. CHELSEA HEIGHTS: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Chelsea Heights LLC 820 A Street #300 Tacoma, WA 98402 Bankruptcy Case No.: 10-44959 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: Timothy W. Dore, Esq. Ryan Swanson & Cleveland PLLC 1201 3rd Ave Ste 3400 Seattle, WA 98101-3034 Tel: (206) 464-4224 E-mail: dore@ryanlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Thomas W. Price, member and manager of Prium Companies LLC, the sole member of the Debtor. Debtor's List of 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ City of Tacoma $18,668 Public Utilities PO Box 11010 Tacoma, WA 98411 Pacific NW Land Surveyors $6,492 2606 East Main Ave Puyallup, WA 98372 New Dimensions Landscape $3,139 LLC 8504 Canyon Rd E Puyallup, WA 98371 Thyssenkrupp Elevator Corp. $1,829 Structural Radar Imaging Inc. $1,650 ReNu Recycling Services $1,345 LaborWorks $1,038 AHBL Inc. $952 BEE Consulting LLC $700 Evergreen Construction Spec $650 Plumb Signs $629 Qwest $580 Evergreen Concrete Cutting $284 Inc. Dept of Labor and Industries $152 Pioneer Fire & Security Inc. $75 Aaberg's Tool & Equip Rental $42 Puget Sound Energy $32 CHEMTURA CORP: Creditors Panel Has Reed Smith as Insurance Counsel ------------------------------------------------------------------ The Official Committee of Equity Security Holders in Chemtura Corp.'s cases won permission from the U.S. Bankruptcy Court to retain Reed Smith LLP as its special insurance counsel, nunc pro tunc to April 14, 2010. The Creditors Committee requires the services of Reed Smith to evaluate and advise it on matters relating to the Debtors' liability insurance coverage and any pending or future motions seeking authorization for the Debtors to resolve disputes with their insurers. Reed Smith's Insurance Recovery Group has extensive experience in representing policyholders with respect to complex insurance claims and disputes, the Committee asserts. As special insurance counsel, Reed Smith is expected to: (a) review and analyze the Debtors' liability insurance coverage; (b) advise the Creditors' Committee regarding pending litigation between the Debtors and AIU Insurance Company, American Home Assurance Company, American International Specialty Lines Insurance Co. n/k/a Chartis Specialty Insurance Company, Granite State Insurance Company, Illinois National Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, PA, including participation in the adversary proceeding between the Debtors and the AIG Companies; (c) review and advise the Creditors' Committee with regard to any potential future settlements between the Debtors and their liability insurance companies; and (d) perform any other services asked by the Creditors' Committee reasonably related to the issues of insurance and insurance coverage, the pursuit of recovery on relevant insurance policies, or as may otherwise concern the impact of insurance issues on the within reorganization case. The Creditors' Committee seeks that Reed Smith be paid for its services on an hourly basis and reimbursed for the actual and necessary expenses it incurs. The Reed Smith attorneys and paraprofessionals who may provide services to the Creditors' Committee and their 2010 hourly rates are: Reed Smith Professional Hourly Rate ----------------------- ----------- Ann V. Kramer, partner $715 John B. Berringer, partner $620 Jennifer Katz, associate $450 Michael DiCanio, associate $380 Anne Suffern, paraprofessional $270 Eugenia Hoyle, paraprofessional $250 John B. Berringer, Esq., a partner at Reed Smith, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Equity Committee Wins OK for Skadden as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors for Chemtura Corp. has withdrawn its objection to the Official Committee of Equity Security Holders' application to retain Skadden Arps Slate Meagher & Flom LLP as counsel. Subsequently, Judge Gerber approved the Equity Committee's application to retain Skadden Arps. Skadden Arps Slate Meagher & Flom LLP as the Equity Committee's counsel nunc pro tunc to January 7, 2010, will perform these services: (a) advise the Equity Committee regarding its rights, powers, and duties in the Chapter 11 Cases; (b) assist and advise the Equity Committee in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; (c) assist the Equity Committee in preparing pleadings and applications; (d) represent the Equity Committee at court hearings and proceedings; (e) assist in the Equity Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of their businesses; (f) assist the Equity Committee in analyzing claims of the Debtors' creditors; (g) assist the Equity Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to the terms of a Chapter 11 plan or plans for the Debtors; (h) assist and advise the Equity Committee as to its communications, if any, with its constituents regarding significant matters in these cases; (i) review and analyze motions, applications, orders, statements of operations and schedules filed with the Court and advise the Equity Committee as to their propriety; and (j) perform other services as may be required and are deemed to be in the interests of the Equity Committee in accordance with the Equity Committee's powers and duties as set forth under the Bankruptcy Code. The Equity Committee asserts that it needs a legal counsel, as a fiduciary for all equity security holders. Skadden Arps' fees for professional services are based upon hourly rates. Skadden Arps and the Equity Committee have agreed that Skadden Arps' standard bundled rate structure will apply to the Debtors' Chapter 11 cases. Therefore, Skadden Arps will not be seeking to be separately compensated for certain staff, clerical and resource charges. The hourly rates under the bundled rate structure range from $775 to $995 for partners, $735 to $835 for counsel, $360 to $680 for associates and $185 to $295 for legal assistants and support staff. In addition, the Equity Committee proposes that Skadden Arps be reimbursed for its necessary out-of-pocket expenses. Jay M. Goffman, Esq., a member of Skadden Arps, assures the Court that he and other members of the firm have no connection with the Debtors and they do not represent any entity having an adverse interest to the Debtors and the Equity Committee. Mr. Goffman nevertheless notes that his firm has represented certain of the Debtors in the past and has filed a general unsecured claim for $530,419 for prepetition fees and expenses. The Equity Committee asserts that although Skadden Arps' claim against the Debtors result in it not being a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code, there is no requirement that professional persons sought to be employed by a statutory committee be disinterested pursuant to Section 1103 of the Bankruptcy Code. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Jones Day Represents Holders of 68% of Funded Debt ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Richard L. Wynne, Esq., at Jones Day, in New York, relates that his firm has been engaged to represent an ad hoc committee of bondholders, who collectively hold more than $770,000,000 or approximately 68% of the Debtors' prepetition funded debt. Mr. Wynne provided the Court with a list of the members of the Ad Hoc Committee, a copy of which is available for free at: http://bankrupt.com/misc/ChmtraBondComm.pdf About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) COLONIAL BANCGROUP: Has Paid Professionals $3.05 Million -------------------------------------------------------- Colonial BancGroup said in its monthly operating report that it has paid a total of $3,046,077 to professionals since filing for bankruptcy in August 2009 until May 31, 2010. Colonial said that as of May 31, 2010, Colonial has $42,553,699 in assets against debts of $365,584,775. About Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc. (NYSE: CNB) was holding company to Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/ -- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303). W. Clark Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in its restructuring effort. The Company listed $45,000,000 in assets and $380,000,000 in debts in its bankruptcy filing. CONGOLEUM CORPORATION: Court Dismisses Asbestos Claimants Appeal ---------------------------------------------------------------- Bankruptcy Law360 reports that a federal appeals court has dismissed an appeal by a representative of future asbestos claimants against Congoleum Corp. that contested the terms of the Company's $25 million settlement regarding asbestos-related claims that may be asserted against a pair of the debtors' insurers. About Congoleum Corporation Based in Mercerville, New Jersey, Congoleum Corporation (PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures resilient sheet and tile and plank flooring products available in a wide variety of product features, designs and colors. The Company filed for Chapter 11 protection on December 31, 2003 (Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represent the Debtors. The Asbestos Claimants' Committee is represented by Peter Van N. Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale, Chtd. The Bondholders' Committee is represented by Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official Committee of Unsecured Creditors. R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, the Court-appointed Futures Claimants Representative, is represented by Roger Frankel, Esq., Richard Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC. American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum, is represented by Matthew Ward, Esq., Mark S. Chehi, Esq., Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher & Flom. Various entities have filed bankruptcy plans for the Debtors. In February 2008, the legal representative for future asbestos- related claimants; the asbestos claimants' committee; the official Committee of holders of the Company's 8-5/8% Senior Notes due August 1, 2008; and Congoleum jointly filed a joint plan of reorganization. Various objections to the Joint Plan were filed. In June 2008, the Bankruptcy Court issued a ruling that the Joint Plan was not legally confirmable. In August 2008, the Bondholders' Committee, the ACC, the FCR, representatives of holders of prepetition settlements and Congoleum entered into a term sheet describing the proposed material terms of a new plan of reorganization and a settlement of avoidance litigation with respect to prepetition claim settlement. Certain insurers and a large bondholder filed objections to the Litigation Settlement or reserved their rights to object to confirmation of the Amended Joint Plan. The Bankruptcy Court approved the Litigation Settlement in October 2008. The Amended Joint Plan was filed in November 2008. In January 2009, certain insurers filed a motion for summary judgment seeking denial of confirmation of the Amended Joint Plan. On February 26, 2009, the Bankruptcy Court rendered an opinion denying confirmation of the Amended Joint Plan. Moreover, the Bankruptcy Court dismissed Congoleum's bankruptcy case. On February 27, 2009, Congoleum and the Bondholders' Committee appealed the Order of Dismissal and the ruling denying plan confirmation to the U.S. District Court for the District of New Jersey. The District Court overturned the dismissal order, and assumed jurisdiction of the bankruptcy proceedings. In June 2010, Congoleum Corporation obtained from the District Court of New Jersey an order confirming Congoleum's Plan of Reorganization. CORELOGIC INC: Moody's Downgrades Senior Debt Rating to 'B1' ------------------------------------------------------------ Moody's Investors Service lowered CoreLogic Inc.'s legacy untendered senior unsecured debt to B1 from Baa3 and the Capital Securities preferred stock to B1 from Ba1. This rating action concludes Moody's review for possible downgrade initiated on January 11, 2010 when CoreLogic was part of The First American Corporation. On June 1, 2010, following the spinoff of its financial services businesses (mainly its title insurance and specialty insurance reporting segments) into a separate public company, the remaining First American Corporation was renamed CoreLogic, Inc., at which time Moody's assigned a Ba2 corporate family rating for the new entity as well as Ba2 ratings for the new secured credit facility. This action pertains to untendered debt previously issued by The First American Corporation (formerly an investment grade issuer with a Baa3 rating) and reflects the junior ranking of the unsecured legacy debt within the new CoreLogic entity. Ratings lowered /assessments assigned: * $59.6 million of 7.55% Senior Debentures due 2028 to B1, LGD 6, 91% from Baa3 * $34.8 million of 8.5% Capital Securities due 2012 to B1, LGD 6, 97% from Ba1 * $1 million of 5.70% Senior Notes due 2014 to B1, LGD 6, 91% from Baa3 (rating will be withdrawn shortly following this rating action) The last rating action was on June 1, 2010, when Moody's assigned definitive corporate family and probability of default ratings of Ba2 to CoreLogic, Inc. (formerly The First American Corporation's Information Solutions Company). Concurrently, Moody's assigned Ba2 ratings to CoreLogic's $500 million revolving credit facility and $350 Senior Secured Term Loan. The rating outlook is stable. CoreLogic, Inc., headquartered in Santa Ana, California, is a leading provider of property and mortgage data and analytics products and solutions. CoreLogic provides outsource solutions in mortgage risk analytics; property, credit and employment information. Revenues for the twelve months ended March 31, 2010, were approximately $2 billion. CORRADI ARMS: U.S. Trustee Forms 4-Member Creditors Panel --------------------------------------------------------- Peter C. Anderson, the U.S. Trustee for Region 16, appointed four members to the official committee of unsecured creditors in the Chapter 11 case of Corradi Arms Inc. The Creditors Committee members are: 1. J.E. Carr Construction and Keeton Construction, Inc. Attn: Michael L. Lambert, CFO 11410 Knotts Street Garden Grove, CA 92841 Tel: (562) 596-2277 extn. 1302 E-mail: mlambert@carrnow.com 2. Keeton Construction Services Attn: Thomas Keeton, president 2021 Catalina Way Nolensville, TN 37135 Tel: (615) 283-3023 E-mail: tkeeton@keetonbiz.com 3. C A Huff & Assoc. Attn: Charles A. Huff, principal 100 N. Barrance Street, 7th Floor West Covina, CA 91790 Tel: (626) 332-8900 E-mail: CAHuff-Associates@thegrid.net 4. Streamline Finishes, Inc. Attn: Daron Meehan, general manager 27071 Cabot Road, No. 105 Laguna Hills, CA 92653 Tel: (949) 600-8964 E-mail: dmeehan@streamlinefinishers.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Corradi Arms Inc., is a Burbank, California-based single-asset real estate company. It filed a petition seeking protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 10-23313). The Company listed debts and assets of from $10 million to $50 million, Carla Main at Bloomberg News says. CROSSROADS FORD: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Crossroads Ford, Inc. P.O. Box 1892 Kearney, NE 68848 Bankruptcy Case No.: 10-41918 Chapter 11 Petition Date: June 19, 2010 Court: United States Bankruptcy Court District of Nebraska (Lincoln Office) Debtor's Counsel: Trev Peterson, Esq. Knudsen Berkheimer Richardson Endacott 3800 VerMass Place, Suite 200 Lincoln, NE 68502 Tel: (402) 475-7011 Fax: (402) 475-8912 E-mail: tpeterson@knudsenlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/neb10-41918.pdf The petition was signed by David Lenz, secretary treasurer. CRUCIBLE MATERIALS: Plan Confirmation Off Until August 9 -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Crucible Materials Corp. is allowing the Official Committee of Unsecured Creditors to bring lawsuits until a trust takes over the responsibility under a liquidating Chapter 11 plan. As a result, the confirmation hearing for approval of the plan was pushed back to Aug. 9. Under the Plan, secured creditors would be unimpaired, unsecured creditors would receive distributions from remaining funds and equity holders won't be receiving anything. The explanatory Disclosure Statement did not disclose the estimated percentage recovery by holders unsecured claims against Crucible Materials expected to total $250 million to $400 million and general unsecured claims against affiliate Crucible Development Corp. expected to total $205 million to $300 million. About Crucible Materials Based in Syracuse, New York, Crucible Materials Corporation -- aka Crucible Specialty Metals, Crucible Service Centers, Crucible Compaction Metals, Crucible Research and Trent Tube -- http://www.crucible.com/-- makes stainless and alloy steel for use in the aircraft, automotive, petrochemical, and other industries. The Company was employee-owned prior to its bankruptcy filing. The Company and its affiliate, Crucible Development Corporation, filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11582). Mark Minuti, Esq., at Saul Ewing LLP represents the Debtors in their restructuring efforts. The Debtors engaged Duff & Phelps Securities LLP as investment banker; RAS Management Advisors LLC as business advisor; and Epiq Bankruptcy Solutions LLC as claims agent. Roberta A. DeAngelis, United States Trustee for Region 3, appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Debtors listed assets and debts both ranging from $100 million to $500 million. From four asset sales under 11 U.S.C. Sec. 363, Crucible generated $14.4 million after secured lenders were fully paid on $64.5 million in claims outstanding at the outset of the Chapter case. CYNERGY DATA: Plan Exclusivity Extended Until July 30 ----------------------------------------------------- Bill Rochelle at Bloomberg News reports that Cynergy Data LLC, now named Liquidation Co. LLC following the sale of its assets, won a third extension of the exclusive right to propose a Chapter 11 plan. The new deadline is July 30. Cynergy says it's close to settling a dispute with secured lenders that has delayed the case from the outset. About Cynergy Data Launched in 1995, Cynergy Data was a merchant credit card processing service provider that gives business owners excellent customer support and unparalleled merchant services. The company emphasizes honest, service-oriented business practices and customer-friendly products and services. The Company and two affiliates -- Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on September 1, 2009 (Bankr. D. Del. Case No. 09-13038). The Company's legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company. Aside from Nixon Peabody, Pepper Hamilton LLP has been hired as bankruptcy and restructuring counsel. Charles D. Moore of Conway MacKenzie, Inc., serves as chief restructuring officer. Kurtzman Carson & Consultants LLC serves as claims and notice agent. Cynergy Data said that it had assets of $109,546,132 against debts of $186,183,032 as of June 30, 2009. Cynergy Data filed for Chapter 11 to complete the sale of all of its assets to an affiliate of The ComVest Group. The $81 million sale of the assets was completed October. The Debtor was renamed to Liquidation Co. LLC following the sale. DANIEL KIM: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Daniel Kim, Inc. 12851 Clopper Road 302 Deep Trail Lane Germantown, MD 20874 Bankruptcy Case No.: 10-23820 Chapter 11 Petition Date: June 19, 2010 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Gloria Lee, Esq. 302 Deep Trail Lane Rockville, MD 20850 Tel: (240) 575-0616 E-mail: glorialee.law@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 Daniel Kim, president. DAVID KESTEL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: David Hine Kestel Diane C. Kestel 15900 Green Meadow Road Darnestown, MD 20878 Bankruptcy Case No.: 10-04918 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: David J. Haidt, Esq. Ayers, Haidt & Trabucco, P.A. P.O. Box 1544 New Bern, NC 28563 Tel: (252) 638-2955 Fax: (252) 638-3293 E-mail: davidhaidt@embarqmail.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/nceb10-04918.pdf The petition was signed by David Hine Kestel and Diane C. Kestel. DAVID MALTIN: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: David Fred Maltin 4651 Cobb Lake Drive Fort Collins, CO 80524 Bankruptcy Case No.: 10-25345 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Brent K. Olsson, Esq. 425 W. Mulberry Street, Suite 101 Fort Collins, CO 80521-2864 Tel: (970) 484-3300 E-mail: olssonlaw@msn.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 $2,296,058 while debts total $4,014,919. A copy of the Debtor's list of 9 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-25345.pdf The petition was signed by the Debtor. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Schillo, John Ward TBD -- DB CAPITAL: Federal Judge Dismisses Chapter 11 Bankruptcy Case -------------------------------------------------------------- Judge Michael Romero in Denver has dismissed the Chapter 11 bankruptcy case of DB Capital Holdings. Aspen Daily News reports that Aspen HH Ventures sought the dismissal, citing that the petition was filed on "bad faith." Aspen HH, owed $6 million in investment in DB Capital's Dancing Bear Residences-Aspen development, said the Chapter 11 filing was made after Aspen submitted a complaint seeking the appointment of a receiver to unwind the partnership between DB Capital head Thomas DiVenere and two Chicago-area investors who make up Aspen HH Ventures. According to the complaint, Aspen HH claimed that Mr. DiVenere mishandled millions of dollars in project funds to support a lavish lifestyle. Mr. Divenere called the claims ridiculous posturing by disgruntled investors seeking a favorable settlement, as a dispute between the Dancing Bear and a German bank that is owed $56 million plays out. About DB Capital DB Capital Holdings filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in Denver, Colorado, in an attempt to regain control of its business operation. DB Capital Holdings owns the Dancing Bear Residences-Aspen development. DB Capital has been under a court-appointed receiver James DeFrancia. The Company said it owes more than $60 million including about $56 million to WestLB, a senior lender that financed most of the Durant Avenue project. DEAN BRATT: Voluntary Chapter 11 Case Summary --------------------------------------------- Joint Debtors: Dean Lamont Bratt Kimberly Dawn Bratt 1006 Dougherty Wichita, KS 67212 Bankruptcy Case No.: 10-12055 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court District of Kansas (Wichita) Judge: Robert E. Nugent Debtor's Counsel: Todd Allison, Esq. Law Office of Todd Allison, PA 200 W Douglas, Suite 250 Wichita, KS 67202 Tel: (316) 558-3750 Fax: 316-558-3753 E-mail: todd@toddallisonlaw.com Estimated Assets: $0 to $50,000 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. DICON TECHNOLOGIES: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Dicon Technologies, LLC Attn: Rosalind Nathaniel, Registered Ag 100 Dicon Drive Black Creek, GA 31308 Bankruptcy Case No.: 10-41275 Involuntary Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Southern District of Georgia (Savannah) Judge: Lamar W. Davis Jr. Debtor's Counsel: Pro Se Petitioners' Counsel: Frank J. Perch, III, Esq. Hunter Maclean Exley & Dunn PC P.O. Box 9848 Savannah, GA 31412 Tel: (912) 236-0261 Fax: (912) 236-4936 E-mail: fperch@huntermaclean.com Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Precision Custom Coatings, LLC Goods sold $118,538 Richard Noble and delivered 200 Maltese Drive Totowa, NJ 07512 Development Authority of Bryan Lease payments $48,087 County F.J. Fenn, Executive Director P.O. Box 267 Pembroke, GA 31321-0267 Interfoam, Inc. Services $41,822 255 East 17th Street Paterson, NJ 07533 DORCICH S.U.: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Dorcich S.U., LLC P.O. Box 2337 Boulder Creek, CA 95006 Bankruptcy Case No.: 10-28291 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Judith A. Boulden Debtor's Counsel: Sherilyn A. Olsen, Esq. Holland & Hart 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Tel: (801) 799-5800 Fax: (801) 799-5700 E-mail: solsen@hollandhart.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/utb10-28291.pdf The petition was signed by Jeoff Meacham, manager. DUNE ENERGY: Shareholders Elect All 7 Board Members --------------------------------------------------- Dune Energy Inc. held its annual meeting in Houston, Texas, and followed the meeting with an updated investor presentation. A quorum was present at the meeting and the election of all seven board members was approved. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company's balance sheet at March 31, 2010, showed $369.1 million in total assets, $188.6 million redeemable convertible preferred stock, and $376.5 million in total liabilities, for a $196.1 million stockholders' deficit. Standard & Poor's Ratings Services revised its recovery rating on Dune Energy Inc.'s $300 million second-lien notes upon updated reserve information. S&P has revised the rating to '4', indicating its expectation for average (30%-50%) recovery in the event of a payment default, from '3'. The issue-level rating of 'CCC-' on these notes remains unchanged. ELECTRICAL COMPONENTS: Reorganization Plan Wins Court Approval -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware confirmed Electrical Components International, Inc., et al.'s prepackaged Plan of Reorganization. As reported in the Troubled Company Reporter on April 15, 2010, on the effective date, BKC will make the BKC New Money Equity Contribution in exchange for 13,100,000 shares of the new common stock. BKC will make the BKC Secondary Equity Contribution in exchange for at least an additional 5,000,000 shares and up to 7,500,000 shares of the new common stock. Sankaty will make the Sankaty New Money Equity Contribution in exchange for 9,400,000 shares of the new common stock. Sankaty will also make the Sankaty Secondary Equity Contribution in exchange for at least an additional 5,000,000 shares and up to 7,500,000 shares of the new common stock. On the effective date, the operations of Reorganized Holdings will become the general responsibility of its board of directors. The initial board of directors of Reorganized Holdings will consist of seven directors, one of whom will be the chief executive officer of Reorganized ECI, two will be designated by BKC, two will be designated by Sankaty and two will be independent directors designated by the holder of a majority of the outstanding shares of New Common Stock. The Debtors relate that their financial restructuring will result in the elimination of $165 million or approximately 50% of debt. It will also free up additional cash that can be reinvested in the Debtors' businesses and position them to pursue future growth opportunities. Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_plan.pdf http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds.pdf http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds2.pdf Under the Plan, secured claims will be paid in full, in cash or in stock. Holders of general unsecured claims will also receive full payment. Holders of equity interests in the holding company won't receive anything. About Electrical Components St. Louis, Missouri-based Electrical Components International, Inc. -- aka Whitehouse Acquisition Co.; Electrical Components International DE Holdings Co.; Wirekraft Employment Co.; Wire Harness Contractors, Inc.; Wire Harness Automotive, Inc.; Wire Harness Industries Inc.; and Wirekraft LLC -- designs, manufactures and markets wire harnesses and provides assembly services primarily for major white goods appliance manufacturers. The Company filed for Chapter 11 bankruptcy protection on March 30, 2010 (Bankr. D. Del. Case No. 10-11054). These affiliates also filed separate Chapter 11 petitions -- ECM Holding Company (Case No. 10-11055), with estimated assets and debts at $100 million to $500 million; FP-ECI Holdings Company (Case No. 10-11056); and Noma O.P., Inc. (Case No. 10-11057). Stephen Youngman, Esq., at Weil, Gotshal & Manges LLP, assists the Company in its restructuring effort. Chun I. Jang, Esq., Paul N. Health, Esq., and Travis A. McRoberts, Esq., at Richards, Layton & Finger, P.A., are the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. In its petition, the Company estimated its assets and debts at $100,000,001 to $500 million. ENNIS COMMERCIAL: Gets Court's Nod to Use Cash Collateral --------------------------------------------------------- Ennis Commercial Properties LLC, a Limited Liability Company, sought and obtained authorization from the U.S. Bankruptcy Court for the Eastern District of California to use, until the end of September 2010, the cash collateral securing their obligation to their prepetition lenders. Peter L. Fear, Esq., at the Law Offices of Peter L. Fear, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties, and to make adequate protection payments. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at http://bankrupt.com/misc/ENNIS_COMMERCIAL_budget.pdf Porterville, California-based Ennis Commercial Properties, LLC filed for Chapter 11 bankruptcy protection on March 16, 2010 (Bankr. E.D. Calif. Case No. 10-12709). Peter L. Fear, Esq., who has an office in Fresno, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. An affiliate, Ennis Homes, Inc. (Case No. 09-10848) filed for Chapter 11 on February 2, 2009. Two other affiliates also filed for Chapter 11 in 2009. ENVIROSOLUTIONS: Seeks to Tap Duff & Phelps as Valuation Providers ------------------------------------------------------------------ BankruptcyData.com reports that the Official Committee of Unsecured Creditors formed in the Chapter 11 case of EnviroSolutions Holdings is seeking permission from the U.S. Bankruptcy Court to retain Duff & Phelps as valuation service providers. The Creditors Committee proposes that the firm be paid at these hourly rates: managing director at $730, director at $660, vice president at $525, senior associate at $385, analyst at $275 and administrative at $110. About EnviroSolutions Holdings Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an integrated solid waste management company with a presence in Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the District of Columbia. The company's assets include three landfills, four transfer stations and several hauling and collection operations. The Company filed for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261). John Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the Company in its restructuring effort. Alvarez and Marsal North America, LLC, is the Company's restructuring advisor. The Company's financial advisor is Barclays Capital. The Company estimated its assets and liabilities at $100,000,001 to $500,000,000. EQUITY MEDIA: Wins Court Nod to Convert Case to Chapter 7 --------------------------------------------------------- American Bankruptcy Institute reports that bankruptcy judge James G. Mixon has approved Equity Media Holdings Corp.'s motion to convert its Chapter 11 case to a chapter 7 liquidation. "At this point, the Debtors see no possibility of a successful reorganization, their postpetition secured loan obligations to their DIP Lenders have come due, and the Debtors have no funds with which to continue to operate in chapter 11," the Company said in its motion to convert. Little Rock, Arizona-based Equity Media Holdings Corp. -- http://www.emdaholdings.com/-- fka Equity Broadcasting Corporation, dba Coconut Palm Acquisition Corp. and Equity Broadcasting Corp., operated 121 television stations including 23 full power, 38 Class A and 60 low power stations. The Company was founded in 1998. The Company filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. E. D. Ark. Case No. 08-17646). Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas, and James F. Dowden, Esq., in Little Rock, Arizona, represents the Company in its restructuring effort. The Company listed assets of $100,000,000 to $500,000,000 and debts of $50,000,000 to $100,000,000. ERICKSON RETIREMENT: Enters Into Indemnity Pact With F&D -------------------------------------------------------- Reorganized Erickson Retirement Communities entered into a General Agreement of Indemnity in favor of Fidelity and Deposit Company of Maryland. At the request of the Debtors, F&D issued certain commercial, subdivision and payment and performance bonds naming the Debtors as principals on various projects. The Debtors do not intend to assume all of the Open Bonds issued by F&D. Under the Fourth Amended Joint Plan of Reorganization, those contracts that are not specifically assumed are deemed rejected as of the April 30, 2010 Plan Effective Date. For these reasons, the Reorganized Debtors and F&D entered into a stipulation whereby: (1) The Reorganized Debtors intend to assume the Indemnity Agreement in connection with the Plan, and F&D does not object to that assumption. (2) The Parties agree that only the Bonds naming the Reorganized Debtors as principals on the order confirming the Plan are to be assumed. F&D may cancel the Bonds deemed rejected under the Plan without further Court order and without additional notice to the Debtors, the Official Committee of Unsecured Creditors or any third party. That provision does not apply to bonds issued by F&D naming non-debtor affiliated entities as principals. F&D thus seeks Court approval of the Parties' Stipulation. F&D assures the Court that the Parties' Stipulation does not affect the rights of any non-debtor parties to bonds issued to affiliated non-debtor entities. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective effective on April 30, 2010. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Stipulation Modifying Injunction Approved -------------------------------------------------------------- Before the Petition Date, Erickson Construction, LLC, acted as an original contractor to Lincolnshire Campus, LLC, to provide general contracting services in connection with the construction and improvement for and upon premises owned by Lincolnshire known as Renaissance Gardens at Sedgebrook, located at 20 Riverside Road, in Lincolnshire, Illinois. Sherman Mechanical, Inc., Service Drywall & Decorating, Inc., and Superior Truss & Panel, Inc., each entered into an agreement with Erickson Construction or one of its subcontractors, whereby the suppliers agreed to provide labor and materials in connection with the construction work at the Riverside Road Premises. Sherman Mechanical, et al., assert that they are owed sums for the labor and materials they furnished at the Riverside Road Premises. In order to protect their rights, the Lincolnshire Lien Claimants recorded mechanic's liens and now wish to foreclose on those mechanic's liens. To enforce their lien rights, the Lincolnshire Lien Claimants filed a lawsuit in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois. As previously reported, the Reorganized Debtors and non-debtor affiliates Lincolnshire Campus, and Naperville Campus entered into a stipulation modifying the injunction under the Fourth Amended Joint Plan of Reorganization solely to permit certain parties to pursue their liens on the properties of the Two Campuses. Against this backdrop, the Lincolnshire Lien Claimants and the Reorganized Debtors entered into another stipulation whereby: (1) The Plan Injunction is modified solely to permit the Lincolnshire Lien Claimants to enforce their State Court Mechanic's lien rights and remedies, if any, against the Riverside Premises in the Illinois Action. Under the Illinois Action, the Lincolnshire Lien Claimants will be entitled to (1) include Erickson Construction as a party- defendant, (2) initiate and obtain discovery from Erickson Construction, and (3) do everything reasonably necessary to establish their lien claims against the Premises and obtain a judgment foreclosing their liens, including obtaining the necessary factual findings and legal determinations on the Lincolnshire Lien Claimants' claims against Erickson Construction; and (2) The Lincolnshire Lien Claimants will not seek any recovery from Erickson Construction in the Illinois Action and will not seek entry of any in personam judgment against Erickson Construction in the Illinois Action. U.S. Bank National Association, as indenture trustee for $137,145,000 Illinois Finance Authority Revenue Bonds Series 2007A and Series 2007B, reserves its rights in the U.S. Bankruptcy Court for the Northern District of Texas or any other court or forum with respect to the substantive claims asserted in the Parties' Stipulation, including without limitation the validity and priority of liens, if any, the Lincolnshire Lien Claimants may seek to establish. The Bankruptcy Court has approved the Stipulation. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective effective on April 30, 2010. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Trustee Asks for Time for Claims Objections ---------------------------------------------------------------- Dan B. Lain, the appointed Liquidating Trustee under the Fourth Amended Joint Plan of Reorganization of Erickson Retirement Communities LLC and its debtor affiliates, ask Judge Jernigan to extend the deadline by which he can file claim objections on behalf of the Reorganized Debtors through January 21, 2012. The Post-Confirmation Order dated April 21, 2010, issued by Judge Jernigan required that objections to claims against the Reorganized Debtors must be filed and served no later than June 21, 2010. The Liquidating Creditor Trust Agreement executed by the Official Committee of Unsecured Creditors, Mr. Lain, Redwood-ERC Senior Living Holdings LLC and the Reorganized Debtors provides that the Liquidating Trustee has the responsibility and authority to object to the allowance of claims. Before filing claim objections, the Liquidating Trustee intends to evaluate and categorize all claims consistent with the three subclasses of unsecured claims described under the Plan and the Liquidating Creditor Trust Agreement, Tricia R. DeLeon, Esq., at Bracewell & Giuliani LLP, in Dallas, Texas -- tricia.deleon@bgllp.com -- relates. The Liquidating Trustee anticipates that determining which claims are proper claims will be a complex and lengthy process. Ms. DeLeon notes that the Liquidating Trustee may also need to evaluate some of the Reorganized Debtors' documents to aid in his analysis of claims objections. The Liquidating Trustee tells the Court that he only learned on June 5, 2010, that the Reorganized Debtors have about 500 computer servers and about 4,500 personal computers, which could contain documents that need to be reviewed. The Liquidating Trustee says he still does not have access to those documents as of June 17, 2010. The Liquidating Trustee adds that he may also need to review 8,600 boxes of hard-copy documents in the Reorganized Debtors' storage files, before he can accurately and fully determine what claims objections are proper. At the Liquidating Trustee's behest, the Court has scheduled an expedited hearing on the Extension Motion for June 21, 2010. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective effective on April 30, 2010. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) EXOPACK HOLDING: Moody's Affirms 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family and Probability of Default ratings of Exopack Holding Corporation and assigned a B3 rating to the company's new $95 million unsecured term loan. The proceeds of the $95 million unsecured term loan will be used to finance the acquisition of two facilities from Bemis Company, Inc. Moody's also affirmed Exopack's SGL-3 speculative grade liquidity rating and stable rating outlook. The B2 Corporate Family Rating reflects Exopack's concentration in the less cyclical food market, increasing scale with the ACM acquisition, long-standing relationships with a diversified customer base and the large percentage of business under long-term contracts with cost pass-through provisions. Pro forma for the ACM acquisition, Exopack's share of food and specialty packaging will increase to 43% of sales from about one-third in 2009. The acquisition will add higher margin product lines, particularly in cheese packaging. Additional sales and EBITDA are expected to keep Exopack's credit metrics in line with the rating category despite an increase in debt to finance the acquisition. The ratings are constrained by weak free cash flow for the rating category and slow recovery in organic volumes, particularly in building products markets. The rating is also constrained by exposure to cyclical end markets, certain contractual cost pass- through provisions and the competitive industry environment. Exopack's volumes fell 12% in 2009 and some segments continue to experience volume declines in 2010. Exopack's SGL-3 liquidity rating reflects Moody's expectations that the company will maintain an adequate liquidity profile relative to its cash needs over the next twelve months. The stable outlook anticipates that Exopack will maintain credit metrics within the rating category despite the debt-financed acquisition and flat organic volume growth. Moody's took these rating actions: * Assigned $95 million unsecured term loan due 2014, B3 (LGD 4, 66%). * Affirmed $220 million senior unsecured notes due 2014, B3 (LGD4, 66% from LGD4, 69%) * Affirmed Corporate Family Rating, B2 * Affirmed Probability of Default Rating, B2 * Affirmed Speculative Grade Liquidity Rating, SGL-3 The rating outlook is stable. The ratings are subject to receipt and review of the final documentation and predicated upon the company's success in obtaining finalization of the proposed amendment to the credit facility (not rated by Moody's). Moody's last rating action on Exopack occurred on January 31, 2008, when Moody's affirmed the company's B2 corporate family rating and a stable ratings outlook. Exopack Holding Corporation, headquartered in Spartanburg, SC, manufactures paper and plastic flexible packaging for food & beverage, pet, agricultural, building, lawn, mineral, medical, and electronics products. Exopack is indirectly owned by an affiliate of Sun Capital Partners Group, Inc. The company operates 17 manufacturing facilities located primarily in the US and Canada and had revenues for the twelve months ended March 31, 2010 of $667 million. EXOPACK HOLDING: S&P Raises Corporate Credit Rating to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Spartanburg, S.C.-based Exopack Holding Corp. to 'B' from 'B-'. The outlook is stable. At the same time S&P assigned a 'B' rating and a '4' recovery rating to the company's proposed $95 million senior unsecured term loan maturing on Feb. 1, 2014. The '4' recovery rating indicates S&P's expectation for average (30%-50%) recovery in the event of a payment default. S&P also raised the rating on the company's existing $220 million 11.25% senior notes due 2014 to 'B' from 'B-'. The recovery rating remains unchanged at '4', indicating S&P's expectation for average (30%-50%) recovery in the event of a payment default. "The upgrade reflects Exopack's progress toward strengthening its financial profile," said Standard & Poor's credit analyst Henry Fukuichi. It also follows the announcement of the company's proposed acquisition of Alcan's cheese and meat business in a debt-financed transaction valued at approximately $90 million, including $9 million of assumed capital leases. If completed as proposed, S&P expects the transaction and related financing, consisting of the $95 million of unsecured term loans, to result in improved profitability and slightly stronger credit metrics during the next two years. Pro forma for the transaction as of March 31, 2010, including about $7.6 million in targeted synergies, S&P expects leverage to improve to approximately 5.0x from 5.9x. (Pro forma leverage excluding the synergies is approximately 5.3x.). "In S&P's view," added Mr. Fukuichi, "this acquisition should support higher overall margins and profitability for the company and is consistent with Exopack's long-term strategy of generating more revenue from value-added products." The upgrade also reflects S&P's view that ongoing cost-reduction efforts, operational improvements, favorable raw material pass-through mechanisms, and volume improvement should continue to support predictable operating results. Exopack expects the acquisition to add an incremental $135 million in sales and $32 million in EBITDA on an annualized basis. The $32 million in EBITDA incorporates approximately $7.6 million of expected synergies from procurement and sales and administrative efficiencies. The acquisition will also provide complementary product lines to Exopack's existing Food & Specialty Packaging segment. The proposed acquisition is subject to regulatory approval and includes the two U.S. manufacturing facilities acquired from Bemis Co., which regulators ordered in February to divest the assets as part of Bemis' acquisition of Alcan Packaging Food Americas. The two facilities focus on the production of plastic packaging for retail natural cheese and shrink bags for fresh red meat. FFU2 LLC: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------- Debtor: FFU2, LLC 4075 S. Durango Dr., #111 PMB 84 Las Vegas, NV 89147 Bankruptcy Case No.: 10-21451 Chapter 11 Petition Date: June 19, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Ambrish S. Sidhu, Esq. Sidhu Law Firm 810 S. Casino Center Blvd., Suite 104 Las Vegas, NV 89101 Tel: (702) 384-4436 Fax: (702) 384-4437 E-mail: asidhu@sidhulawfirm.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 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-21451.pdf The petition was signed by Chris Lattanzio, manager. FITNESS HOLDINGS: Case Converted to Chapter 7 Liquidation --------------------------------------------------------- The Hon. Barry Russell of the U.S. Bankruptcy Court for the Central District of California converted Fitness Holdings International, Inc.'s Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on March 23, 2010, the U.S. Trustee for Region 16 sought for the dismissal or conversion of the Debtor's case to one under Chapter 7, citing that the Debtor failed to comply with the reporting requirements of the Office of the U.S. Trustee. Long Beach, California-based Fitness Holdings International, Inc., sells treadmills, cross-trainers, and exercise bikes for home use. The Company does business as Busy Body Home Fitness, OMNI Fitness Equipment and LA Gym Equipment. The Company filed for Chapter 11 protection on Oct. 20, 2008 (Bankr. C. D. Calif. Case No. 08-27527). David S. Kupetz, Esq., at SulmeyerKupetz, A Professional Corporation, represents the Company in its restructuring effort. The Company estimated assets and debts of $10 million to $50 million in its bankruptcy petition. GARLOCK SEALING: EnPro Has Preliminary Injunction on Suits ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge George R. Hodges signed a preliminary injunction on June 21 stopping asbestos lawsuits not only against Garlock Sealing Technologies LLC and the two affiliates in bankruptcy but also halting suits against the parent EnPro Industries Inc. and 65 affiliates not in bankruptcy. The new injunction will last until confirmation of a Chapter 11 plan dealing with present and future asbestos claims. There were no objections to the injunctions. About EnPro Industries EnPro Industries, Inc., is engaged in the design, development, manufacturing and marketing of engineered industrial products. It has three business segments: sealing products segment, engineered products segment, and engine products and services segment. In February 2009, the Company purchased PTM (UK) Limited. In August 2009, it acquired USA Parts & Service, LLC. In September 2009, it acquired Player & Cornish P.E.T. Limited. In December 2009, it acquired Technetics Corporation. In March 2010, the Company sold its Quincy Compressor to Atlas Copco AB. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. GENERAL GROWTH: Seeks Approval of Safeco Surety Facility -------------------------------------------------------- General Growth Properties Inc. seeks the Court's permission to enter into a postpetition surety facility and assume an indemnity agreement with Safeco Insurance Company of America. Before the Petition Date, Safeco issued various surety bonds to certain of the Debtors. The Safeco Prepetition Bonds enabled the Debtors to comply with the licensing requirements of state and local governments, and other contractual obligations with third parties that are required for certain of the Debtors' business operations. The aggregate penal amount of all of the bonds issued by Safeco for the Debtors as of the Petition Date was $33,846,567. In January 2005, GGP and certain of its subsidiaries and affiliates executed a general agreement of indemnity in favor of Safeco. Under the GGP Indemnity Agreement, the Debtors agree to pay to Safeco these sums: (a) all loss and expense, including reasonable attorneys' fees; (b) an amount sufficient to discharge any claim made against Safeco on the Safeco Prepetition Bonds; and (c) all premiums due for the Safeco Prepetition Bonds until the time as Safeco is discharged from liability under the Safeco Prepetition Bonds. By an agreement in December 2008, GGP agreed to post $4 million in cash collateral with Safeco in consideration of Safeco's agreement to continue to provide surety credit and keep the Safeco Prepetition Bonds in effect. GGP paid $3 million of the cash collateral in December 2008 and the remaining $1 million in January 2009. In December 2009, Safeco filed a request seeking relief from the automatic stay to permit cancellation of the Safeco Prepetition Surety Bonds asserting that the bonds are financial accommodations that cannot be assumed by the Debtors. To resolve the issues between the parties, the Debtors and Safeco entered into the Surety Facility, the salient terms of which are: * Safeco will hold cash collateral of the lesser of 25% of the aggregate penal sum of the Safeco Prepetition Bonds or $2,585,469 -- the Collateral Balance -- from which it will reduce reasonable attorneys' fees, costs and expenses incurred by Safeco in the Debtors' Chapter 11 cases before the date of entry an order on the Surety Facility. The principals of the Safeco Prepetition Bonds and their indemnitors will replenish collateral, as it is used, to maintain the Collateral Balance. * In consideration of the Surety Facility and Safeco's agreement to issue two performance bonds for $700,000 and $1,300,000 on behalf of HRD, a non-debtor subsidiary of GGP, the Debtors or HRD are required to post cash or cash equivalent collateral in the amount of 25% of the penal amounts of those two bonds -- HRD Collateral. * Safeco will provide additional surety credit to non-debtor subsidiaries of the Debtors, up to an aggregate amount of $5 million of bonds, which aggregate amount includes the bonds issued on behalf of HRD, provided that the Debtors or that subsidiary for which the bond is issued, post collateral in an amount of 85% of the penal amount of the bond or bonds issued, or lesser amount of collateral with the amount of that collateral to be determined in accordance with Safeco's usual and customary underwriting standards. Safeco reserves the right to decline to issue any bond or bonds requested in accordance with Safeco's customary underwriting practices. * GGP will assume the GGP Indemnity Agreement and HRD will enter into an indemnity agreement with Safeco upon terms substantially similar to the GGP Indemnity Agreement. * The Collateral Balance and the Postpetition Collateral can be used by Safeco to any losses incurred on any of the bonds issued on behalf of the Debtors and for any obligations of the Debtors arising under the GGP Indemnity Agreement. The collateral securing Non-Debtor Bonds will apply only to secure those Non-Debtor Bonds, and the HRD Collateral will apply only to the HRD Bonds. * Safeco will release the collateral posted by GGP or the Debtors to it in accordance with the Surety Facility. * Safeco will keep the Safeco Prepetition Bonds in effect for a period of 18 months after the date of the order approving Surety Facility, and will not take any action, whether directly or indirectly, to cancel or terminate those bonds unless the Debtors request any Safeco Prepetition Bond be cancelled or not renewed. * The Debtors will waive their right to bring an action under Section 544, 547, or 548 of the Bankruptcy Code relating to the Prepetition Collateral or the Collateral Balance. * Safeco will be entitled to an administrative expense claim under Section 503(b) of the Bankruptcy Code, against the Debtor that is a principal of a Safeco Prepetition Bond or Safeco Postpetition Bond for any losses, expenses or fees Safeco incurs arising from the failure of any party providing indemnity agreement to Safeco under the Surety Facility to fulfill their indemnity obligations to Safeco. * In the event of a failure to maintain the Collateral Balance, Safeco will be entitled to a priority claim under Section 507(b) of the Bankruptcy Code against GGP should the failure of GGP to maintain the Collateral Balance gives rise to surety losses. * The automatic stay is modified solely to permit Safeco to pursue remedies after an Event of Default that remains uncured as provided in the Surety Facility. Stephen Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York, stresses that if Safeco canceled the bonds and returned the cash collateral to the Debtors, the Debtors would be required to seek surety credit from another company that could require additional collateral and other terms more burdensome to the Debtors than the terms proposed by Safeco. He insists that the continuation and implementation of the Surety Facility is the most cost effective and administratively efficient alternative available to the Debtors. At the Debtors' behest, the Court shortened the notice period with respect to the Surety Facility Motion and scheduled a hearing to consider the Surety Facility Motion for June 23, 2010. Objections are due June 18. 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 on Submitting Bid for Assets ----------------------------------------------------------------- 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., The Wall Street Journal's Kris Hudson and A.D. Pruitt reported. "I stand by what I said: We have moved on," the Journal said quoting Mr. Simon. 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 noted Mr. Simon as saying 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, 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 said. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: In Talks for Auto Loan Financing ------------------------------------------------ The Wall Street Journal's Sharon Terlep, citing people familiar with the situation, reports that General Motors Co. is in talks with financial institutions to broaden the availability of auto loans, a strategy that for now sets aside any plans to acquire its own lending arm. GM has had trouble providing loans to more consumers, particularly those with weaker credit history, and views this as a barrier to winning back U.S. market share. GM is looking to become more attractive on Wall Street ahead of an initial public stock offering expected later this year. GM -- majority-owned by the U.S. government -- plans to update stock analysts Tuesday on its finances and outlook. GM sold control of its GMAC LLC finance arm three year ago, making it one of the few major vehicle sellers in the U.S. market without an in-house lender. Sources told the Journal that GM executives believe that entering into deals with other lenders such as major banks won't provide the same boost GM would receive with its own finance company, but see it as a step toward eliminating the disadvantage. Sources told the Journal GM expects to continue its relationship with GMAC, now known as Ally Financial Inc., but the auto maker will look to other lenders to fill gaps where it feels GMAC hasn't been as willing to make loans, such as in subprime lending and leasing. The approach diminishes the possibility that GM will start its own finance company or try to regain control of GMAC's auto-lending business, two options the Detroit company studied in recent months. Ally wasn't interested in such a deal, the people familiar with the matter said, according to the Journal. GM dealers have complained that they are forced to turn away some customers because of an inability to tap financing. In working with other lenders, GM is looking in part to expand loans to riskier buyers. The availability of financing for GM customers improved after GMAC, through the bailout of the banking industry, received $16.3 billion in government loans. GMAC, now controlled by the U.S., played a key role in helping stabilize GM and Chrysler Group LLC, which also relies on GMAC for customer financing. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 207,000 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 the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, Germany, the United Kingdom, Canada, and Italy. 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) GENERAL MOTORS: To File IPO Documents as Early as Next Week ----------------------------------------------------------- David Shepardson, writing for The Detroit News, relates General Motors Co. plans to file as early as next week a detailed statement outlining its proposed initial public stock offering, according to officials familiar with the planning. The registration statement also will announce that Morgan Stanley and JPMorgan Chase & Co. will be lead underwriters for the sale of part of the U.S. government's 60.8% stake in GM. The sale could take place before the November election. Detroit News, citing one U.S. Treasury Department official, says the two banks, and smaller underwriters, are expected to share a fee for handling the sale, which could range from $75 million to $150 million based on the stock sold -- lower than most IPOs. "General Motors is going to have an IPO," White House chief of staff Rahm Emanuel told ABC in an interview this week, according to Detroit News. "We're righting an industry that was not doing itself, or the American people or its workers, the right thing." The Treasury also has hired New York investment bank Lazard FrŠres & Co. to advise it on GM's stock offering. Detroit News says the initial selling price will provide an early snapshot of how much taxpayers will recoup from their $50 billion rescue of the automaker. By some estimates, taxpayers could lose $10 billion or more on the bailout. The report recalls Treasury Secretary Timothy Geithner said Tuesday the IPO would come in the fourth quarter or early next year. He also said the government's projected losses on the auto industry bailout continue to narrow. The Treasury swapped $43 billion of its $50 billion bailout for 60.8% of GM, and holds $2.1 billion in preferred shares. Detroit News relates some Wall Street analysts predict the government will sell a third of its stake -- roughly 100 million of its 500 million GM shares -- in an initial sale. The report says the first sale could raise between $10 billion and $15 billion or more, which would put it among the three largest IPOs in history. One Treasury official said a GM stock sale could raise more than $20 billion and could end up as the largest IPO in history. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 207,000 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 the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, Germany, the United Kingdom, Canada, and Italy. 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) GMAC INC: Apollo, Other Firms Check ResCap Books for Possible Bids ------------------------------------------------------------------ Shasha Dai at Dow Jones LBO Wire reports that people familiar with the situation said Apollo Management LP is among a handful of private-equity suitors for Residential Capital LLC, the home- mortgage unit of the former GMAC Inc. The sources said other bidders for ResCap include Carlyle Group and Blackstone Group LP, which are conducting due diligence as a team. Several private-equity firms have reviewed the company's books. Some decided to pass. People familiar with the matter said a deal isn't certain. According to Dow Jones, one investor, who kicked the tires of ResCap but passed, said finding warehouse-lending facilities for ResCap's origination activity is challenging given the instability of credit markets. Warehouse lending allows lenders like ResCap to borrow from banks to fund loan origination. "Getting financing is going to be tough for origination going forward. (ResCap) needs a tremendous amount of liquidity," this investor said. "In the old world, it was a very well-run franchise. In the new world, the question is: Can you make money originating (mortgage) loans and is there appetite for providing warehouse facilities?" As reported by the Troubled Company Reporter on April 26, 2010, sources told The New York Post that the U.S. Treasury is considering sweeteners, including government-funded guarantees, to lure offers for GMAC's Residential Capital division. The Post's Josh Kosman said the Treasury is frustrated by the pace of the sale of ResCap. The Post says the government guarantees could be in the form of capping ResCap's liabilities. The TCR on March 17, 2010, citing Bloomberg News, said GMAC hired Citigroup Inc. and Goldman Sachs Inc. to explore options for repaying bailout funds received under the U.S. government's TARP. According to Bloomberg, citing a person briefed on the matter, Goldman will help GMAC examine repayment strategies and both banks will assist GMAC in reviewing options for its money-losing mortgage unit. The U.S. Treasury has invested $17.2 billion in GMAC through the TARP. Accoding to The Post, the sale process has hit a wall, sources said, because suitors are turned off by a guarantee that ResCap made to Fannie Mae and Freddie Mac to buy back loans sold to them after early 2007 that were determined to have been underwritten using fraudulent documents or had defaulted shortly after being originated. The Post said ResCap has sold hundreds of billions of loans to Fannie and Freddie, and ResCap has been forced to eat some of the bad loans. According to the Post, would-be suitors fear that if either Fannie or Freddie accelerated the buyback action, it would wipe out their investment. ResCap has just $1 billion in reserves to cover these guarantees, the Post noted. According to the TCR on April 14, 2010, Aparajita Saha-Bubna at Dow Jones Newswires reported that GMAC CEO Michael A. Carpenter said in an interview that GMAC doesn't expect ResCap to file for bankruptcy. About GMAC GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. GMAC's business operations include automotive finance, mortgage operations, insurance and commercial finance. The company also offers retail banking products through its online bank, Ally Bank. As of December 31, 2009, GMAC had approximately $172 billion in assets. GMAC Inc. was founded in 1919 as a wholly owned subsidiary of General Motors Corporation. On November 30, 2006, General Motors Corporation sold a 51% interest in the Company to FIM Holdings LLC, an investment consortium led by Cerberus FIM Investors, LLC, the sole managing member. On December 24, 2008, the Board of Governors of the Federal Reserve System approved the Company's application to become a bank holding company under the Bank Holding Company Act of 1956, as amended. In connection with this approval, GM and FIM Holdings were required to significantly reduce their voting equity ownership interests in GMAC. These reductions in ownership occurred in 2009. Ally Bank, a unit of GMAC Financial Services, is an online U.S. bank that provides an array of products, including online savings accounts, money-market savings accounts and a variety of no penalty certificates of deposit. The bank was founded on three core values: talking straight, doing what's right and being obviously better than the competition. Ally Bank's total assets were $42.5 billion at the end of the second quarter of 2009. Headquartered in Minneapolis, Minnesota, Residential Capital LLC -- http://www.rescapholdings.com/-- is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. * * * For the 2009 full year, GMAC reported a net loss of $10.3 billion, compared to net income of $1.9 billion in 2008. GMAC reported that as of Dec. 31, 2009, it had $172.306 billion in total assets and total debt of $98.313 billion. GMAC says there is substantial doubt about ResCap's ability to continue as a going concern. GMAC says that should ResCap file for bankruptcy, its investment related to ResCap's equity position would likely be reduced to zero. Dow Jones notes GMAC has received $16.3 billion of federal aid as part of an effort to avoid bankruptcy. It converted into a bank- holding company at the end of 2008 to help make it through the financial crisis. In February 2010, Moody's Investors Service upgraded the senior unsecured rating of GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable rating outlook. At the end of January, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on both GMAC and Residential Capital to 'B' from 'CCC'. GREAT NEIGHBORHOODS: Files for Chapter 11 as Projects Stalled ------------------------------------------------------------- Great Neighborhoods! Development Corp. filed for Chapter 11 bankruptcy protection on June 21 in Minneapolis, Minnesota (Bankr. D. Minn. Case No. 10-44648). The petition says that assets and debts range from $1 million to $10 million. Burl Gilyard at Finance&Commerce reports that the Company cited holding costs related to sites it owns along West Broadway Avenue in north Minneapolis where its redevelopment efforts have stalled. According to the report, the company paid $3 million for the site at 800 W. Broadway Avenue in December 2007. It currently owes more than $52,000 in taxes on the site. Great Neighborhoods! Development Corp. is a non-profit developer. The Debtor is represented by: Will R. Tansey, Esq. Ravich Meyer Kirkman McGrath & Nauman 4545 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: 612-317-4760 Fax: 612 332-8302 E-mail: wrtansey@ravichmeyer.com GREENSHIFT CORP: Inks Deals With YA Global to Reduce Debts ---------------------------------------------------------- GreenShift Corporation and its subsidiaries signed a series of agreements with YA Global Investments L.P. to reduce and restructure GreenShift's convertible debt to YA Global. The agreements call for the creation of a joint venture entity, YA Corn Oil Systems, LLC, into which GreenShift has agreed to transfer up to five GreenShift-owned corn oil extraction facilities based on GreenShift's patented and patent-pending technologies. In exchange, YA Global has agreed to reduce up to $11,700,000 of the convertible debt issued by GreenShift to YA Global. GreenShift will also receive a 20% equity stake in the Joint Venture Company and the right to receive 20% of the Joint Venture Company's distributable cash upon the realization by the Joint Venture Company of a 20% internal rate of return on its invested capital. GreenShift further agreed to provide management services to the Joint Venture Company for the ongoing operation and maintenance of the transferred extraction facilities in exchange for certain management and brokerage fees, as well as earnings-based performance bonuses to be paid in the form of up to another $6,000,000 in reduction of GreenShift's convertible debt YA Global. If all of the contemplated transfers are completed, GreenShift's convertible debt due to YA Global will be reduced from about $42 million to about $30 million. This amount can be reduced further down to about $24 million upon realization by GreenShift of the performance bonuses noted above. In addition, the maturity date for the remaining convertible debt due from GreenShift to YA Global will be extended from March 31, 2011 to December 31, 2012. A full-text copy of the Agreement to Accept Collateral in Satisfaction of Obligation dated June 17, 2010, is available for free at: http://ResearchArchives.com/t/s?653f A full-text copy of the First Amendment to Global Forbearance Agreement dated June 17, 2010, is available for free at: http://ResearchArchives.com/t/s?6540 A full-text copy of the Ratification and Amendment Agreement dated June 17, 2010, is available for free at: http://ResearchArchives.com/t/s?6541 A full-text copy of the Global Guaranty Agreement dated June 17, 2010, is available for free at: http://ResearchArchives.com/t/s?6542 A full-text copy of the Global Security Agreement dated June 17, 2010, is available for free at http://ResearchArchives.com/t/s?6543 A full-text copy of the Third Amendment to Intellectual Property Security Agreement dated June 17, 2010, is available for free at: http://ResearchArchives.com/t/s?6544 About Greenshift Corporation Headquartered in New York, GreenShift Corporation develops and commercializes clean technologies designed to integrate into and leverage established production and distribution infrastructure to address the financial and environmental needs of its clients by decreasing raw material needs, facilitating co-product reuse, and reducing waste and emissions. Rosenberg Rich Baker Berman & Company expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficiency as of December 31, 2009. GTC BIOTHERAPEUTICS: Cuts Workforce by 50 as Part of Restructuring ------------------------------------------------------------------ GTC Biotherapeutics said it implemented a restructuring of its operations that resulted in a downsizing of approximately 30 full- time positions at its headquarters and an additional 20 positions at its farm facility. The Company undertook this workforce reduction as part of an initiative to narrow its strategic and operational focus and significantly decrease its on-going financial resource requirements. The Company said it estimates that the total restructuring expenses to be incurred in connection with the workforce reduction, including cash expenditures associated with severance pay, will be approximately $2.6 million, of which approximately 40% is expected to be paid in 2011. The Company anticipates that this restructuring charge will result in a cost savings of approximately $8 to 9 million per year. The estimate of cost savings and cash expenditures that the Company expects to incur and the estimated restructuring expense are subject to a number of assumptions, and actual results may differ. About GTC Biotherapeutics Based in Framingham, Massachusetts, GTC Biotherapeutics, Inc. (OTCBB: GTCB) -- http://www.gtc-bio.com/-- develops, supplies and commercializes therapeutic proteins produced through transgenic animal technology. ATryn(R), GTC's recombinant human antithrombin, has been approved for use in the United States and Europe. ATryn(R) is the first and only therapeutic product produced in transgenic animals to be approved anywhere in the world. GTC is also developing a portfolio of recombinant human plasma proteins with known therapeutic properties. GTC's intellectual property includes a patent in the United States through 2021 for the production of any therapeutic protein in the milk of any transgenic mammal. On November 5, 2009, the Company implemented a restructuring plan to enable it to meet the requirements of key programs and maximize the impact of its cash resources. The restructuring plan, which is expected to provide savings of $5 million to $6 million on an annualized basis, included a reduction in workforce from 154 to 109 employees. At April 4, 2010, the Company had $26.950 million in total assets against total liabilities of $54.098 million, resulting in stockholders' deficit of $27.148 million. In its Form 10-Q report, the Company noted that it has operated at a net loss since inception in 1993, and it used $5.9 million of net cash in its operating cash flows during the first three months of 2010. The Company also has negative working capital of $13.1 million as of April 4, 2010. "We are entirely dependent upon funding from equity financings, partnering programs and proceeds from short and long-term debt to finance our operations until we achieve commercial success in selling and licensing our products and positive cash flow from operations. Based on our cash balance as of April 4, 2010, as well as potential cash receipts from existing programs, we believe our capital resources will be sufficient to fund operations to the end of the second quarter of 2010. Our recurring losses from operations and our limited available funds raise substantial doubt about our ability to continue as a going concern," the Company said. GUARANTY FINANCIAL: In Talks with FDIC and WTC on Plan ------------------------------------------------------ Guaranty Financial Group Inc., et al., ask the U.S. Bankruptcy Court for the Northern District of Texas to extend their exclusive periods to file and solicit acceptances for the proposed Plan of Reorganization until October 18, 2010, and December 17, respectively. The Debtors say they are still in negotiations with the Federal Deposit Insurance Corporation -Receiver and Wilmington Trust Company to resolve all of the issues raised in the stay motion and that will allow the Debtors to move forward with a consensual plan of liquidation. This is Debtors' third request for an extension. About Guaranty Financial Guaranty Financial Group Inc. -- http://www.guarantygroup.com/-- is based in Dallas, Texas. Guaranty Financial is a unitary savings and loan holding company. The Company's primary operating entities are Guaranty Bank and Guaranty Insurance Services, Inc. Guaranty Financial filed for bankruptcy after the Guaranty bank was seized by regulators and sent to receivership under the Federal Deposit Insurance Corporation. Before the bank was taken over, the balance sheet of the holding company had $15.4 billion in assets as of Sept. 30, 2008. Guaranty Financial together with affiliates filed for Chapter 11 on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582). Attorneys at Haynes & Boone, LLP, represent the Debtors. According to the schedules attached to its petition, the Company has assets of at least $24,295,000, and total debts of $323,413,428, including $305 million in trust preferred security. HARBORWALK LP: Filing of Reorganization Plan Now Until July 23 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas extended Harborwalk, LP, et al.'s exclusive periods to file and solicit acceptances for the proposed Plan of Reorganization until July 23, 2010, and September 21, 2010, respectively. The Debtors would use the extension to negotiate with their secured lender to reach a settlement that may facilitate a consensual plan. Hitchcock, Texas-based Harborwalk LP is the developer of a 380-lot master planned community on West Galveston Bay in Texas. The project was begun in 2002, and 275 lots were sold. The property was damaged by Hurricane Ike in September 2008. The project includes a yacht club and a 150-slip marina. The Company and its affiliates filed for Chapter 11 on January 30, 2010, (Bankr. S.D. Tex. Lead Case No. 10-80043.) Marcy E. Kurtz, Esq. at Bracewell & Giuliani LLP assists the Debtors in their restructuring efforts. In their petition, the Debtors listed assets and debts both ranging from $10,000,001 to $50,000,000. HARRAH'S ENTERTAINMENT: Court Okays Purchase of Thistledown ----------------------------------------------------------- Dow Jones Daily Bankruptcy Review reports that Harrah's Entertainment Inc.'s $43 million acquisition of the Thistledown racetrack cleared bankruptcy court Thursday, when a judge approved results of a recent auction. 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. HELLER EHRMAN: Unsecureds May Now Recover Up to 68% of Claims ------------------------------------------------------------- The Hon. Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California will consider Heller Ehrman, LLP's Plan of Liquidation on July 6, 2010, at 1:30 p.m. The hearing will be held at the Bankruptcy Court, 235 Pine Street, 22nd Floor, San Francisco, California. The May 14 Plan provides for the liquidation of the Debtor's remaining assets, the winding up of its affairs and the payment of liabilities through distributions under the Plan. Post- confirmation, the Debtor will be managed by a Plan Administrator, subject to the oversight and approval of the Official Committee of Unsecured Creditors, which may have few as one member as time passes, who will complete the process of liquidating the Debtor's assets, including overseeing the prosecution of certain causes of action against third parties, the recoveries of which may inure to the benefit of Creditors. The Plan Administrator will also be in charge of making distributions to creditors. Payments under the will be funded through a combination of: (1) the proceeds of causes of actions against third parties; (2) the Debtor's cash on hand at confirmation, and (3) a $3,000,000 exit financing facility provided by the six partners that hold an equity interest in the Debtor (Heller Ehrman (California), Heller Ehrman White & McAuliffe (Washington), P.S, Heller Ehrman White & McAuliffe (Oregon), P.C., Heller Ehrman (Alaska), P.C., Heller Ehrman (New York), and Heller Ehrman (China), P.C. Treatment of Claims Class Estimated Percentage Recovery ----- ----------------------------- 4 - Secured Claims of Bank of 100% America and Citibank 5 - Secured Claim of MPC 100% 6 - Insured Malractice Claims 100% 7 - Unsecured Claims 22% - 68% 8 - Subordinated Biggers Unsecured Claims 0% 9 - Subordinated Former Shareholder Claims 0% 10 - Interests 0% As reported in the Troubled Company Reporter on April 30, the Debtor's Plan provided for a 23% to 65% estimated percentage recovery on account of the unsecured claims. A full-text copy of the amended Disclosure Statement is available for free at http://bankrupt.com/misc/HellerEhrman_DS.pdf About Heller Ehrman, LLP Headquartered in San Francisco, California, Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. The firm filed a voluntary petition under Chapter 11 of the Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No. 08-32514). Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated September 26, 2008, to dissolve the firm. The Hon. Dennis Montali presides over the case. John D. Fiero, Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl, Young and Jones, represent the Debtors as counsel. Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, represents the official committee of unsecured creditors of the Debtor. The firm listed assets and debts between $50 million and $100 million each in its bankruptcy petition. According to reports, the firm still has roughly $63 million in assets and 54 employees at the time of its filing. HOME INTERIORS: Ch. 11 Trustee's Liquidation Plan Wins Court OK ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas confirmed the Chapter 11 trustee's Plan of Liquidation for Home Interiors & Gifts, Inc., et al. As reported in the Troubled Company Reporter on April 9, 2010, according to the amended Disclosure Statement, the Plan contemplates the formation of a creditor trust to maintain and hold professional fee reserve and wind-up reserve, consolidate the Debtors, and distribute funds in accordance to the Plan. All assets of the Debtors and their estate will be transferred to and vest in the creditor trust. Treatment of Claims Class 1 - Secured claims of the prepetition lenders will retain their liens on all remaining pre- and post-petition collateral securing their claims. The creditor trust trustee will remit to the prepetition agent 79.92% of the proceeds from the collection of any collateral. Class 2 - Other secured claims will will receive either i) conveyance of its collateral; ii) payment in cash in the amount of the allowed claim; or iii) other treatment as may be agreed to by the holder and the creditor trust trustee. The Plan did not provide for the estimated percentage recovery by holders of other secured claims. Class 3 - General unsecured claims will share in the same pool of assets as if in a single class. General unsecured creditors will share pro rata in any recoveries from chapter 5 causes of action. When distributions to general unsecured creditors in Class 3 reach $3.5 million, the general unsecured creditors will then share pro rata in the pool of all unsecured claims including the deficiency claim of the group two lenders. The rights of Class 4 equity interest holders will be extinguished on the effective date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/HomeInteriors_AmendedDS.pdf The Chapter 11 trustee is represented by: Michael A. McConnell Nancy Ribaudo Kelly Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Fax: (817) 878-9280 Email: nancy.ribaudo@kellyhart.com About Home Interiors & Gifts, Inc. Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc. -- http://www.homeinteriors.com/-- manufactures, imports and distributes indoor and outdoor home decorative accessories. It was founded by Mary Crowley in 1957. Through its affiliates, the Company has a significant presence in Mexico, Puerto Rico, and Canada. Annual revenue in 2007 reached $300 million. When Mary Crowley, died in 1986, her son, Don Carter continued the business operation nearly debt-free. In a leveraged transaction in 1998, private equity firm of Hicks, Muse, Tate, and Furst acquired 66% of the parent company, which resulted in the imposition of more than $500 million in debt on the Debtors. In the face of decreased sales and increased debt load, bondholders canceled their debts in February 2006 in exchange for receiving most of the outstanding equity of the Debtors. About 40% of the goods the Debtors sell are now acquired from manufacturers in China. In the last decade, sales volume in the U.S. has waned, but the Debtors reported that sales in Mexico and Puerto Rico significantly increased. The Company and six of its affiliates filed for Chapter 11 protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No. 08-31961). Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP, represent the Debtors as counsel. Richard A. Lindenmuth at Boulder International LLC, is designated as CRO. The U.S. Trustee for Region 6 has appointed seven creditors to serve on an official committee of unsecured creditors. Munsch Hardt Kopf & Harr, PC, represents the Committee in these cases. Kurtzman Carson Consultants LLC is the official noticing and balloting agent. In its schedules, Home Interiors & Gifts, Inc., listed $88,653,051 in total assets, and $510,451,698 in total liabilities. In December 2008, the Court approved the appointment by the United States Trustee of Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy cases. Dennis Faulkner, of the accounting firm of Lain, Faulkner & Co., P.C., is a member of the American Bankruptcy Institute and the Association of Insolvency and Restructuring Advisors. Lain, Faulkner & Co., P.C., is an accounting firm which specializes in bankruptcy, litigation and business advisory services. ITRON INC: S&P Gives Positive Outlook; Affirms 'B+' Corp. Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Liberty Lake, Wash.-based Itron Inc. to positive from stable. At the same time, S&P affirmed the 'B+' corporate credit rating on the company. In addition, S&P raised its issue-level rating on the company's senior secured credit facilities to 'BB-' (one notch above the corporate credit rating) from 'B+'. S&P also revised the recovery rating to '2', indicating its expectation of substantial (70% to 90%) recovery in a payment default scenario, from '3'. The revised rating reflects the increased size of the revolver and the total reduction of term loan debt since the facilities were first issued. "The outlook revision to positive reflects the company's debt reduction and good credit measures through the economic downturn," said Standard & Poor's credit analyst Robyn Shapiro. Itron appears likely to return to a growth phase due to the deployment of advanced metering infrastructure contracts in North America. "If Itron appears likely to sustain good operating performance and credit metrics remain in line with a higher rating over the next few quarters, S&P could raise the ratings," she continued. S&P could raise the ratings if operating performance remains good and credit metrics remain in line with a higher rating over the next few quarters, including funds from operations to total debt of 15% to 20%. S&P could revise the outlook to stable if headroom under financial covenants becomes limited. For instance, if headroom appears likely to decline to less than 10%. JEFFREY BOYD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Jeffrey K. Boyd Shirley A. Jenkins-Boyd P.O. Box 4408 Capitol Heights, MD 20791-4408 Bankruptcy Case No.: 10-23798 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Judge: Wendelin I. Lipp Debtor's Counsel: Brett Weiss, Esq. Chung & Press, LLC 6404 Ivy Lane, Suite 408 Greenbelt, MD 20770 Tel: (301) 924-4400 Fax: (240) 627-4186 E-mail: brett@bankruptcylawmaryland.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtors say that assets total $2,410,486 while debts total $3,252,058. A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-23798.pdf The petition was signed by the Joint Debtors. JOHN SCHILLO: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: John Ward Schillo 4651 Cobb Lake Drive Fort Collins, CO 80524 Bankruptcy Case No.: 10-25348 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Brent K. Olsson, Esq. 425 W. Mulberry Street, Suite 101 Fort Collins, CO 80521-2864 Tel: (970) 484-3300 E-mail: olssonlaw@msn.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 $2,298,344 while debts total $4,032,030. A copy of the Debtor's list of 9 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-25348.pdf The petition was signed by the Debtor. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Maltin, David Fred 10-25345 06/21/10 JOHN TELFER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: John Patrick Telfer Marcy Lynn Telfer 728 Sandwillow Drive Chesapeake, VA 23320 Bankruptcy Case No.: 10-72922 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Frank J. Santoro Debtor's Counsel: Karen M. Crowley, Esq. Crowley, Liberatore, & Ryan, P.C. 1435 Crossways Boulevard, Suite 300 Chesapeake, VA 23320 Tel: (757) 333-4500 Fax: (757) 333-4501 E-mail: kcrowley@clrfirm.com Estimated Assets: $100,001 to $500,000 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/vaeb10-72922.pdf The petition was signed by John Patrick Telfer and Marcy Lynn Telfer. JOSE CANALES: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Jose Canales 3658 El Grande Drive San Jose, CA 95132 Bankruptcy Case No.: 10-56453 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Charles Novack Debtor's Counsel: Drew Henwood, Esq. Law Offices of Drew Henwood 41 Sutter Street #621 San Francisco, CA 94104 Tel: (415) 362-7412 E-mail: dfhenwood@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of 4 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-56453.pdf The petition was signed by the Debtor. KENNETH MARWICK: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Kenneth M Marwick Elizabeth W. Marwick 24781 Pennyroyal Drive Bonita Springs, FL 34134 Bankruptcy Case No.: 10-14697 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Judge: Alexander L. Paskay Debtor's Counsel: Edward R. Miller, Esq. Miller and Hollander 2430 Shadowlawn Drive, Suite 18 Naples, FL 34112 Tel: (239) 775-2000 E-mail: millerandhollander@comcast.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtors say that assets total $879,928 while debts total $2,377,617. A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-14697.pdf The petition was signed by the Joint Debtors. KSJ I CORP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: KSJ I Corp dba Hardwood Wholesalers 2351 Boston Post Road, Unit 201 Guilford, CT 06437 Bankruptcy Case No.: 10-31851 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Peter L. Ressler, Esq. Groob Ressler & Mulqueen 123 York Street, Suite 1B New Haven, CT 06511-0001 Tel: (203) 777-5741 Fax: (203) 777-4206 E-mail: ressmul@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 $2,593,063 while debts total $ 1,060,407. 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/ctb10-31851.pdf The petition was signed by Kenneth P. Myatt, treasurer. LANDRY'S RESTAURANTS: S&P Keeps CreditWatch Negative on 'B' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its 'B' corporate credit rating and all related issue-level ratings on Houston-based Landry's Restaurants Inc. remain on CreditWatch with negative implications. "This action comes after the company announced that CEO Tilman Fertitta would increase his offer to take the company private to $24.50 per share from $24.00," said Standard & Poor's credit analyst Charles Pinson-Rose. Previously, Mr. Fertitta has offered $21.00 and $14.75 per share. The $24.50 offer is 66% higher than the original $14.75 per share price. The current offer values the entire company around $1.4 billion (based on the value of the shares at $24.50 plus $1.024 billion of debt outstanding at March 31, 2010). S&P estimate the total transaction value to be about 7.6x companywide- last-12-month EBITDA. Pershing Square Capital Management L.P. agreed to vote in favor of the transaction at the increased share price. PSCM owns 9.9% of the company's outstanding common stock, which constitutes approximately 22% of the voting stock in the transaction, because a majority of shareholders other than Mr. Fertitta (who owns about 55% of the equity in the company) must approve the transaction. S&P initially placed its ratings on CreditWatch with negative implications on Sept. 9, 2009, after the company announced it would explore strategic alternatives, including a possible sale of the company in a "go private" transaction. Mr. Fertitta's various offers came subsequently. S&P's speculative-grade rating on Landry's reflects the highly competitive nature of the restaurant industry, its vulnerability to weak consumer spending, and a highly leveraged capital structure that results in weak cash flow protection measures. If the offer is approved, S&P estimates total cash considerations to shareholders should amount to approximately $179 million. S&P currently believe Mr. Fertitta and the company would need additional capital to fund a privatization transaction at the $24.50 share price. S&P estimates the company would need at least $40 million of additional capital. However, the company's highest cash flow comes during the summer months, which will likely augment its available liquidity sources. Landry's credit agreement and bond indentures have limitations on its ability to raise additional debt, but additional cash equity could come from Mr. Fertitta. Operating performance at the company's restaurant and hospitality division weakened modestly in the first quarter, as a result of a decline in same-store sales of around 1%. Operating margins narrowed as a result of higher labor and other costs. Overall EBITDA margins contracted about 180 basis points in the quarter (S&P did not view the $7.5 million lease termination payment received in 2009 as recurring and thus adjusted operating margins accordingly). LEHMAN BROTHERS: Barclays CEO Admits He Sought Buffer in Deal ------------------------------------------------------------- Barclays Group CEO John Varley told a court Tuesday that he was "fixated" on ensuring that there was an asset buffer in the firm's purchase of Lehman Brothers Holdings Inc.'s investment banking business, although he balked at using the term "discount," according to Bankruptcy Law360. Mr. Varley testified in a trial over the disputed sale in the U.S. Bankruptcy Court for the Southern District of New York, Law360 says. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Has OK to Invest $262MM in Rosslyn, Virginia ------------------------------------------------------------- Bill Rochelle at Lehman Brothers Holdings Inc. was authorized by the bankruptcy judge to invest as much as $262.5 million to pay off maturing mortgages on commercial real estate in Rosslyn, Virginia, where it's a 78.5% owner. The project, 98% leased, has 3 million square feet of space. Bill Rochelle also reports that the trial resumed again June 21 where Lehman and its Official Committee of Unsecured Creditors are trying to prove that Barclays Plc took $11 billion more than it was entitled to receive when it purchased the brokerage business. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LIBERTY MEDIA: Fitch Affirms Issuer Default Rating at 'BB-' ----------------------------------------------------------- Fitch Ratings has affirmed Liberty Media LLC's Issuer Default Rating and issue ratings at 'BB-' and affirmed the QVC Inc. issue ratings at 'BBB-'. In addition, Fitch has downgraded QVC's IDR to 'BB-'. The downgrade of QVC's IDR reflects Fitch's belief that by spinning off the attributed assets of Liberty Capital and Liberty Starz, the linkage between the IDRs of Liberty and QVC are strengthened, resulting in an equalized IDR. In Fitch's opinion, QVC becomes the primary support for Liberty Media's bonds. The Rating Outlook is Stable. The rating action includes these key considerations: -- Over the last few years, Fitch has migrated away from asset coverage metrics and has been focusing more on leverage, interest coverage and asset coverage metrics in relation to QVC. -- Pro forma for the spin-off and including the Time Warner Inc. exchangeable note (worst-case scenario if the planned exchange offer is unsuccessful), Fitch estimates Liberty Media's consolidated gross unadjusted leverage at 4.9 times (x), net leverage at 4.1x, and net leverage including publicly held assets (primarily Expedia) at 3.0x. Gross interest coverage should approximate 3.7x. QVC gross unadjusted leverage (all debt at QVC is secured) was 2.5x as of March 31, 2010, and would be unchanged pro forma for the spin-off. -- QVC's maturity schedule is material but manageable with $175 million due in 2010, $452 million in 2011, $400 million in 2012, $400 million in 2013, and $569 million in 2014. Liberty Media's maturity schedule, post the asset spin-off, includes approximately $400 million in notes due 2013 and potentially the $1.1 billion in TWX exchangeable notes (assumes the 2013 put/call is exercised); thereafter Liberty Media's next maturity is not until 2029. While the 2013 maturity hurdle is significant, Fitch expects that Liberty Media will have the flexibility, through cash and securities on hand, free cash flow, and access to capital markets, to meet these maturities. -- The 'BBB-' rating on QVC's secured notes reflects the guarantees from all of QVC's material domestic subsidiaries as well as security in certain personal and intellectual property. The security package does not include real property. Fitch may notch senior secured debt of an issuer, with a non-investment-grade rating, up to three notches from the IDR in order to reflect Fitch's expectation of outstanding recovery prospects. -- The stabilization of the ratings reflect the reversal in negative operating trends at QVC, starting in the September 2009 quarter with worldwide revenues up 2%, and continuing into the fourth quarter and the first quarter of 2010, with revenues up 14% and 10%, respectively. It also reflects the resolution of event risk that has plagued the credit outlook for several years. Fitch believes going forward the structure and asset mix is likely to be relatively stable. The spin-off is intended to be tax-free and is subject to various conditions including the approval of the majority shareholders of LCAP and LSTRZ. The spin-off is expected to be completed by late 2010 and early 2011. Liquidity at Liberty Interactive is solid with Fitch estimating $1.3 billion in cash (adjusting for the completion of the Liberty 5.7% note due 2013 tender offer), $424 million available under QVC's bank credit facilities and approximately $2 billion in gross marketable securities, as of March 31, 2010. A summary of Fitch's rating action: Liberty Media: -- IDR affirmed at 'BB-'; -- Senior unsecured debt affirmed at 'BB-'. QVC: -- IDR downgraded to 'BB-' from 'BB'; -- Senior secured debt affirmed at 'BBB-'. The Rating Outlook is Stable. LIFETIME INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Lifetime Industries, Inc. 2130 Memphis Depot Parkway Memphis, TN 38114 Bankruptcy Case No.: 10-26518 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: George W. Emerson Jr. Debtor's Counsel: Henry C. Shelton, III, Esq. Adams and Reese 80 Monroe Avenue, Suite 700 Brinkley Plaza Memphis, TN 38103-2467 Tel: (901) 524-5271 Fax: (901) 524-5371 E-mail: henry.shelton@arlaw.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/tnwb10-26518.pdf The petition was signed by Jim Lattimore, company's president. LINCOLNSHIRE CAMPUS: Plans 11 U.S.C. Sec. 363 Sale for Assets ------------------------------------------------------------- Lincolnshire Campus, LLC, and three of its affiliates commenced voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas on June 15, 2010, to enjoin Wells Fargo Bank National Association from doing actions that will further damage their operations. The other affiliates that filed for bankruptcy are Naperville Campus LLC, Monarch Landing, Inc. and Sedgebrook Inc. Wells Fargo is indenture trustee for bonds issued for the retirement communities of Ann's Choice, Inc., Linden Ponds, Inc. and Monarch Landing, Inc. Lincolnshire Campus and Naperville Campus are affiliates of Erickson Retirement Communities, LLC, which emerged from bankruptcy on April 30, 2010. Monarch Landing and Sedgebrook are not-for-profit organizations operating campuses of Lincolnshire. ERC is in the business of establishing continuing care retirement communities, which offers senior a full lifecycle of services during their retirement years from independent living to skilled nursing care on the same campus. These facilities provide affordable living accommodations and related healthcare and support services to a target market of middle-income senior aged 62 years and older. Joint Administration, Rule 2004 Exam and Cash Management System Requests To facilitate the efficient administration of their Chapter 11 cases, the Lincolnshire Debtors ask Bankruptcy Judge Stacey G. Jernigan for the Northern District of Texas to jointly administer their Chapter 11 cases. The Lincolnshire Debtors also seek that all future entries for all cases be made under the lead case In re Lincolnshire Campus, LLC, Case No. 10-34176. The Lincolnshire Debtors also seek the Court's permission to examine the financial officers of Wells Fargo Bank under Rule 2004 of the Federal Rules of Bankruptcy Procedure. They seek to compel Wells Fargo to produce certain documents, a list of which is available for free at: http://bankrupt.com/misc/Lincolnshire_DocumentReqs.pdf ERC Chief Restructuring Officer Paul Rundell asserts that Wells Fargo precipitated the Chapter 11 cases of the Lincolnshire Debtors by violating an agreement to negotiate in good faith and a 90-day forbearance by "sweeping" certain of the Lincolnshire Debtors' bank accounts to collect payments allegedly owed to Wells Fargo by the Lincolnshire Debtors. Lincolnshire Campus and Naperville Campus further seek the Court's permission to maintain their existing cash management systems. Similarly, Lincolnshire Campus and Naperville Campus seek permission to: -- continue to use each of their existing three bank accounts with PNC Bank, N.A., and Sovereign Bank, a schedule of which is available for free at: http://bankrupt.com/misc/Lincolnshire_BankAccounts.pdf -- deposit funds into and withdraw funds from any of the Bank Accounts by all usual means, including checks, wire transfers, electronic funds transfers and other debits; -- continue to make intercompany transfers among the Bank Accounts in the ordinary course of business through the Cash Management System; -- treat the Bank Accounts, along with any accounts opened prepetition, for all purposes as debtor-in-possession accounts; -- waive any requirements to establish separate accounts for cash collateral and tax payments; provided that accounts pledged as collateral for prepetition obligations will be maintained; and -- direct the applicable banks to maintain, service and administer those deposit accounts or investment accounts without interruption and in the ordinary course of business. The Lincolnshire Debtors believe that using the existing Bank Accounts will avoid unnecessary expense and delay, which will disrupt their ordinary financial affairs and business operations. Judge Jernigan will convene a hearing on the Joint Administration Motion, Rule 2004 Motion and Cash Management Motion on June 24, 2010. Corporate Structure A. Debtor Landowners In general, Lincolnshire Campus and Naperville Campus do not have any employees. As of May 31, 2010, on a book value basis, Lincolnshire Campus' and Naperville Campus' assets and liabilities are: Debtor Total Assets Total Debts ------ ------------ ----------- Lincolnshire Campus $209,100,000 $257,200,000 Naperville Campus $176,300,000 $196,300,000 Lincolnshire Campus' main assets are: (i) an improved land located in Lincolnshire, Illinois, upon which Sedgebrook's campus is constructed; (ii) cash and cash equivalents for $274,000; and (iii) a lease agreement between Lincolnshire Campus and Sedgebrook, a not-for-profit organization that operates the Sedgebrook Campus. Lincolnshire Campus' main liabilities are: (i) a community loan between Lincolnshire Campus and Sedgebrook for $73.5 million; (ii) Special Service Area No. 1 Special Tax Bonds, Series 2004, for $14.3 million issued by the Village of Lincolnshire, Lake County, Illinois; and the refund of a $125 million Purchase Option Deposit in the event that the NFP does not purchase the community. Naperville Campus' main assets are: (i) an improved land located in Naperville, Illinois, upon which Monarch Landing's campus is constructed; (ii) cash and cash equivalents for $333,000; and (iii) a lease agreement between Naperville Campus and Monarch Landing, the not-for-profit organization that operates the Monarch Campus. Naperville Campus' main liabilities are: (i) a community loan between Naperville Campus and Monarch Landing for $35.8 million; (ii) Special Area No. 31 Special Tax Bonds, Series 2006, for $14.5 million, issued by the County of DuPage, Illinois; and (iii) the refund of a $130 million Purchase Option Deposit in the event the NFP does not purchase the community. B. The Campuses (I) Sedgebrook Campus. As Landowner, Lincolnshire Campus leases the land and campus to Sedgebrook, the NFP that operates the community, pursuant to a Master Lease. The average monthly fee at this campus is $1,865, and the average initial entrance deposit is $273,291. As of the Petition Date, the Facility had (i) 469 completed independent living units, with 409 occupied units and an 87% occupancy rate; (ii) 44 completed assisted living units, with 10 residents and a 21.7% occupancy rate; and (iii) 44 completed skilled nursing units, with 22 residents and a 49.7% occupancy rate. Management of the Sedgebrook Campus was not transferred to Redwood-ERC Senior Living Holdings, LLC, pursuant to ERC's Fourth Amended Joint Plan of Reorganization. Senior Living Retirement Communities, formerly known as ERC, has contracted with Redwood to manage the Sedgebrook campus. Sedgebrook Inc. also owed a debt -- Illinois Finance Authority Revenue Bonds, Series 2007 A, and Variable Rate Demand, Series 2007B -- relating to the Sedgebrook Campus. (II) Monarch Landing Campus. As Landowner, Naperville Campus leases the land and campus to Monarch Landing, the NFP that operates this community, pursuant to a Master Lease. The average monthly fee at this campus is $1,752, and the Average initial entrance deposit is $277,856. As of the Petition Date, the Facility had 360 completed independent living units, 257 occupied units and a 71% occupancy rate. Senior Living Retirement Communities has contracted with Redwood to manage the Monarch Landing Campus. Monarch Landing owed a debt associated with the Monarch Campus, which are the Illinois Finance Authority Revenue Bonds, Series 2007 A, and Variable Rate Demand, Series 2007B. Events Leading to Bankruptcy Mr. Rundell relates that under the ERC Plan, the applicable bond trustees were to negotiate in good faith with ERC and Redwood on the possible sale of the Monarch Landing and Sedgebrook Facilities, as well as another related facility, Linden Ponds, Inc., to Redwood within the period from April 30, 2010 through July 31, 2010. Although the Bond Trustees had an obligation to negotiate in good faith during the April-July Negotiation Period, on or about May 27, 2010, Wells Fargo, the Bond Trustee for Monarch Landing inappropriately effectuated a set-off against Monarch Landing's cash reserves in the amount of $15,166,737, according to Mr. Rundell. Mr. Rundell further discloses that since December 2009, the Bond Trustees began removing amounts held in escrow for the benefit of the ERC Debtors in order to pay their professional fees. In doing so, the Bond Trustees did not follow the requisite procedures for removing those funds as proscribed in the bond documents, primarily the submission of bills and request of payment from the NFP, he points out. The Bond Trustees also neglected to provide notice of their removal of the funds to either Sedgebrook or Monarch Landing, he asserts. As of June 17, 2010, the Bond Trustees have removed $835,136 from the Sedgebrook reserve account, and $792,562 from the Monarch Landing reserve account, according to Mr. Rundell. "The actions of Wells Fargo has threatened to destabilize Monarch Landing's operations by severely limiting liquidity and endangering its residents," Mr. Rundell tells the Court. Against this backdrop, the Lincolnshire Debtors filed Chapter 11 proceedings to protect their assets and to stop Wells Fargo from causing further damage to their operations and threatening the well being of their residents. Section 363 Sale The Lincolnshire Debtors intend to sell substantially all of their assets through a sale process pursuant to Section 363 of the Bankruptcy Code. To that end, they have begun the marketing process and intend to announce a stalking horse bidder in the coming weeks. Section 341 Meeting William T. Neary, the U.S. Trustee for Region 6, will convene a meeting of the creditors of the Lincolnshire Debtors on July 22, 2010, at 1100 Commerce Street, Room 976, in Dallas, Texas 75242. The meeting, as required under Section 341(a) of the Bankruptcy Code, offers the one opportunity for creditors to question a responsible office of the Lincolnshire Debtors under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. General Claims Bar Date All creditors, except governmental units, of Lincolnshire Campus, LLC, and its debtor affiliates have until October 20, 2010, to file a proof of claim in the New Debtors' Chapter 11 cases. Deadline for filing proofs of claim by governmental entities has yet to be set. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective effective on April 30, 2010. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) About Lincolnshire Campus Baltimore, Maryland-based Lincolnshire Campus, LLC, is an affiliate of Erickson Retirement Communities. It filed for Chapter 11 on June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P. Slusher, Esq., at DLA Piper LLP US, represents the Debtor. It estimated assets and debts at $100,000,001 to $500,000,000 M & Z VALLEY: Creditors Have Until Aug. 6 to File Proofs of Claim ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has established August 6, 2010, as the last day for any individual or entity to file proofs of claim against M & Z Valley Associates, LLC. The Court also set August 23 as the governmental bar date. Capistrano Beach, California-based M & Z Valley Associates, LLC, filed for Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. C.D. Calif. Case No. 10-11079). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. MAGIC BRANDS: Gets Court Ok of Sale of Assets to Luby's, Inc. ------------------------------------------------------------- Magic Brands, LLC, and Fuddruckers, Inc. disclosed that the Company has obtained bankruptcy court approval of the sale of substantially all of its assets to Luby's, Inc. Luby's operates 96 restaurants in Austin, Dallas, Houston, San Antonio, the Rio Grande Valley and other locations throughout Texas and other states. Luby's provides its customers with quality home-style food, value pricing, and outstanding customer service. Luby's Culinary Services provides food service management to 17 sites consisting of healthcare, higher education and corporate dining locations. "The approval of the sale of Fuddruckers to Luby's affirms our belief and confidence in the strength of the Fuddruckers brand and operations," said Magic Brands CEO Peter Large. "The management team and advisors, along with the Official Unsecured Creditors' Committee, worked tirelessly to obtain the highest and best value for the brands and we have done just that with the sale to Luby's." The transaction is expected to close by July 26, 2010, subject to the satisfaction or waiver of other customary closing conditions. About Fuddruckers Based in Austin, Texas, Magic Brands, LLC currently operates 62 Fuddruckers locations in 11 states and 3 Koo Koo Roo restaurants in California. An additional 135 Fuddruckers restaurants are operated by franchisees who are small business owners and multi- unit operators. Since its founding in 1980, Fuddruckers has delivered uncompromised quality and freshness with its own brand of always fresh, never frozen, 100% All-American, premium-cut, vegetarian-fed beef. Fuddruckers 1/3, 1/2, 2/3 and one-pound Fudds Prime(TM) burgers are grilled to order and placed on a Fuddruckers scratch-baked bun made fresh daily in Fuddruckers restaurant bakeries -- ready for guests to pile it high at Fuddruckers Market Fresh Produce bar for a Build Your Own Burger experience like none other. About Magic Brands Magic Brands, LLC is the parent of the Fuddruckers and Koo Koo Roo restaurant brands. Fuddruckers -- http://www.fuddruckers.com/ -- was founded in 1980 in San Antonio, Texas, with the goal of serving hamburgers that are cooked to order and made with fresh ingredients. Magic Brands, based in Austin, Texas, purchased the chain in 1998 and has sought to broaden its appeal by expanding its menu. Magic Brands, LLC, and its operating units filed for Chapter 11 on April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310). It disclosed assets of up to $10,000,000 and debts of $10,000,001 to $50,000,000. Affiliate Fuddruckers, Inc., also filed, listing assets and debts of $50,000,000 to $100,000,000. FocalPoint Securities, LLC, serves as investment banker to Magic Brands and Goulston & Storrs serves as lead bankruptcy counsel. Kurtzman Carson Consultants, LLC, serves as claims and notice MAGNA ENTERTAINMENT: Court Okays Thistledown Sale to Harrah's ------------------------------------------------------------- Dow Jones Daily Bankruptcy Review reports that Harrah's Entertainment Inc.'s $43 million acquisition of the Thistledown racetrack cleared bankruptcy court Thursday, when a judge approved results of a recent auction. 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. MAMMOTH CORONA: Plan Outline Hearing Continued Until July 28 ------------------------------------------------------------ The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the Northern District of Illinois has continued until July 28, 2010, at 11:00 a.m., the approval of a Disclosure Statement explaining Mammoth Corona 1 LLC's proposed Plan of Reorganization. The hearing will be held at Ronald Reagan Federal Bldg., 411 W Fourth St. Courtroom 5D, Santa Ana, California. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. As reported in the Troubled Company Reporter on March 26, 2010, according to the amended Disclosure Statement, the Plan seeks to accomplish payment under the Plan primarily through the cash flow generated from the leasing of the Mammoth Property and through proceeds from a future sale or refinance of the Mammoth Property. In addition there is a $300,000 New Value contribution from the Interest Holders to cover any shortfalls in payments due under the plan. Under the Plan, the Debtor will restructure one note held by U.S. Bank and converting, mechanics liens to deeds of trust, and contributing $300,000 in New Value to cover any debt service shortfalls. Secured creditors of the estate will be paid the present value of their claim at a market interest rate over a 42 month period, excepting that their claims may be paid in full prior to the 42nd month through a sale or refinance of the Mammoth Property. The Effective Date of the proposed Plan is June 15, 2010. The distributions under the Plan will be made from the $300,000 New Value contribution, the potential additional New Value Contribution to pay any Class 1 deficiency, available cash, cash flow from operations, refinance proceeds and net sale proceeds. Holders of general unsecured claim will be paid over 42 months beginning at $42 per month on 100% of a principal balance of $26,319 or Class 3 Claimants may elect to receive 50% of their claim 12 months after the effective date as payment in full. Interest holders will receive the pro rata share of monies available after payment to classes 1, 2,and 3 based upon each Class 4 claimants percentage interest in the Reorganized Debtor, which will be the same as their percentage interest in the Debtor. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/MAMMOTHCORONA_AmendedDS.pdf About Mammoth Corona Based in San Juan Capistrano, California, Mammoth Corona 1 LLC filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No. 09-21220). Thomas C. Corcovelos, Esq., represents the Debtor. In its petition, the Debtor listed both assets and debts between $10 million and $50 million. MAMMOTH SAN JUAN: Plan Outline Hearing Continued Until July 14 -------------------------------------------------------------- The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the Central District of California has continued until July 14, 2010, at 11:00 a.m., the approval of a Disclosure Statement explaining Mammoth San Juan Capistrano I, LLC's Plan of Reorganization. The hearing will be held at Courtroom 5D, 411 W. Fourth St., Santa Ana, California. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Debtor proposes to accomplish payments under the Plan by restructuring two notes held by JP Morgan Chase. The secured creditors of the estate will be paid the present value of their claim at a market interest rate over a 7 year period, excepting that their claims may be paid in full prior to the 7th year through a sale or refinance of the Mammoth property. The effective date of the proposed Plan is March 4, 2010. The distributions under the Plan will be made from available cash and net sale proceeds. The managing member of the Debtors, Robert Wish will provide oversight and assistance in the operation of the Debtor's business and day-to-day management decisions. Robert Wish will work to lease the remaining vacant space in the Mammoth property. The proceeds generated from the leases on the Mammoth property and any future refinance or sales proceeds will be used to fund payments to both secured and unsecured creditors. It is anticipated that there will be sufficient funds from the proceeds to pay all allowed secured and allowed unsecured claims as: -- secured creditor, JP Morgan Chase, will be paid in full on or before the 84th month after the effective date; -- the Orange County Tax Collector will be paid in full on or before the 72nd month after the effective date; and -- Allowed Class 4 General unsecured Claims may elect to receive a one-time lump sum payment equal to 25% of their allowed claim as payment in full on the 25th month after the effective date; or 100% of their allowed claim as payment in full on or before the 84th month after the effective date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MammothSanJuan_DS.pdf A full-text copy of the Chapter 11 Plan is available for free at: http://bankrupt.com/misc/MammothSanJuan_Chapter11Plan.pdf The Debtor has amended, for the second time, its Disclosure Statement and Plan of Reorganization. About Mammoth San Juan Capistrano San Juan Capistrano, California-based Mammoth San Juan Capistrano I LLC operates a real estate business. The Company filed for Chapter 11 on July 8, 2009 (Bankr. C. D. Calif. Case No. 09-16836). Thomas Corcovelos, Esq., at Corcovelos Law Group represents the Debtor in its restructuring efforts. The Debtor listed between $10 million and $50 million each in assets and debts. MAYWOOD, CALIF: Lays Off All Employees, But Won't Seek Bankruptcy ----------------------------------------------------------------- According to The Los Angeles Times, the city of Maywood, a small working-class community south of downtown Los Angeles, plans to lay off all its employees, disband its Police Department and turn over its entire municipal operations to a neighbor -- an action that appears to be without precedent among California cities. LA Times reports Maywood officials said they had no choice but to adopt the drastic plan. According to LA Times, Councilman Felipe Aguirre said filing for bankruptcy was not an option for Maywood because its problems were related specifically to insurance coverage and not cash flow. According to LA Times, officials said Maywood's $10.1-million general fund budget has a deficit of at least $450,000. Beyond that, the city has been unable to obtain insurance because of a history of lawsuits, many involving its Police Department, which also patrols Cudahy. Operating without insurance would make even routine government services highly risky. "We're limited on our choices and limited on what we can do," Mr. Aguirre said, according to LA Times. "We don't want to file for bankruptcy. We don't want to disappear as a city." LA Times relates that the California Joint Powers Insurance Authority notified Maywood in May that it was terminating general liability and workers' compensation coverage because the city posed too high a risk. A large number of claims filed against the police were a significant factor in that decision. Jonathan Shull, chief executive officer of the insurance authority, said Maywood was the first city to have its insurance cancelled by the group. The insurer acted after Maywood failed to make basic improvements the insurer had mandated, including hiring a permanent city manager, he said. Maywood is a predominantly Latino city of 45,000 residents densely packed into about 1.2 square miles in the heavily industrial southeast part of Los Angeles County. Officials estimate about half the city's residents are illegal immigrants. According to LA Times, under the city's plan, the Sheriff's Department will take over patrols. The neighboring city of Bell will take over other municipal services, including staffing Maywood's City Hall, saving the city an estimated $164,375 a year, officials said. The changes would take effect July 1. According to LA Times, Mr. Aguirre said contracting with Bell is the most cost-effective way to ensure that residents still get basic public services. "Our streets will be cleaned, our potholes will be filled, this is not affecting any of that," he said. MGR AND SONS: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: MGR and Sons Development LLC P.O. Box 890876 Temecula, CA 92589 Bankruptcy Case No.: 10-28877 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Deborah J. Saltzman Debtor's Counsel: John P. O'Connell, Esq. 43434 Business Park Drive Temecula, CA 92590 Tel: (951) 587-8390 Fax: (951) 587-2739 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 4 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-28877.pdf The petition was signed by George Rabrenovich, operating manager. MIDWAY GAMES: Settles Suit Over Sacked Employee's Unpaid Wages -------------------------------------------------------------- Bankruptcy Law360 reports that Midway Games Inc. has earned approval of a settlement with its creditors committee and the Illinois Department of Labor that resolves an adversary proceeding surrounding unpaid wages to terminated employees. The stipulation, signed Monday by Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware, could mean payouts of more than $143,000, according to Law360. About Midway Games Inc. Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington, Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty, Esq., at Blank Rome LLP, in New York, represent the Debtors in their restructuring efforts. Attorneys at Milbank, Tweed, Hadley & McCloy LLP and Richards, Layton & Finger, P.A. represent the official committee of unsecured creditors as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and balloting agent. On July 10, 2009, Midway and certain of its U.S. subsidiaries completed the sale of substantially all of their assets to Warner Bros. Entertainment Inc. in a sale approved by the Court. The aggregate gross purchase price was roughly $49 million, including the assumption of certain liabilities. Midway is disposing of its remaining assets. Judge Kevin Gross, in Wilmington, Delaware, confirmed the Joint Chapter 11 Plan of Liquidation for Midway Games Inc. at a hearing held on May 21. Pursuant to the Plan, the Midway Liquidating Trust is being established to complete the liquidation and distribute proceeds to creditors. Buchwald Capital Advisors LLC is the Liquidating Trustee for the Trust. According to the Disclosure Statement, unsecured creditors of the parent stand to recover 16.5%. Unsecured creditors of subsidiaries should see 25%. Midway sold assets to generate $43 million cash, leaving no substantial secured claims unpaid. MILLENNIUM TRANSIT: Discloses Largest Unsecured Creditors --------------------------------------------------------- Millennium Transit Services, LLC, has filed with the U.S. Bankruptcy Court for the District of New Mexico a list of its largest unsecured creditors. A copy of the list is available for free at: http://bankrupt.com/misc/nmb08-12848.pdf Roswel, New Mexico-based Millennium Transit Services LLC is a bus manufacturer. The Company filed for Chapter 11 relief on August 29, 2008 (Bankr. D. N.M. Case No. 08-12848). David T. Thuma, Esq., at Jacobvitz, Thuma & Walker, represents the Debtor as counsel. George M. Moore, Esq., at Moore, Berkson & Gandarilla, P.C., represents the official committee of unsecured creditors as counsel. When the Debtor filed for protection from its creditors, it listed between $10 million and $50 million each in assets and debts. MILLAR WESTERN: S&P Retains 'B-' Rating with Stable Outlook ----------------------------------------------------------- Standard & Poor's Ratings Services said that the ratings on Edmonton, Alta.-based Millar Western Forest Products Ltd. (B- /Stable/--) are unaffected by the announcement that the company plans to rebuild the Fox Creek saw mill for C$45.6 million. Standard & Poor's believes that the new saw mill will improve the company's operating diversity and expects that it will have very competitive production costs owing to its technological design, increased production capacity, and access to low-cost fiber. S&P don't expect the mill rebuild to affect Millar Western's leverage as the capital costs will be funded with internal cash flows including C$7.6 million of insurance proceeds outstanding related to the fire that destroyed the original mill. The company had C$44 million in cash and C$47 million available on its C$50 million revolving credit facility at March 31, 2010, and S&P expects it to generate positive free operating cash flow this year (before the Fox Creek expansionary capital expenditures) due to improved pulp demand and prices. MORGAN FAMILY: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Morgan Family Investments, LLC 3240 West Sunset Road Las Vegas, NV 89118 Bankruptcy Case No.: 10-21428 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: H. Stan Johnson, Esq. CJD Law Group, LLC 6293 Dean Martin Drive, Ste. G Las Vegas, NV 89118 Tel: (702) 823-3500 Fax: (702) 823-3400 E-mail: sjohnson@cjdnv.com Scheduled Assets: $9,570,000 Scheduled Debts: $5,952,400 A list of the Company's 2 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-21428.pdf The petition was signed by David Morgan, managing member. NAMESAFE INC: Files for Bankruptcy With $1.61-Mil. in Debts ----------------------------------------------------------- Dan Hieb, Staff Writer at Business Journal of Nashville, reports that Namesafe Inc. made a voluntary filing under Chapter 11, listing no assets and $1.61 million in debts. The Company says it owes $300,000 to various media outlets and hundreds of thousand of dollars on dozens of credit cards including nine issued by American Express. Boban Strategic Architecture LLC is the Company's single largest unsecured creditor. Namesafe Inc. operates a protection business company. NEW 4211: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------ Debtor: New 4211 Second Street, LLC 7923 Glenbarr Court Fairfax Station, VA 22039 Bankruptcy Case No.: 10-00606 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court District of Columbia (Washington, D.C.) Judge: S. Martin Teel, Jr. Debtor's Counsel: William C. Johnson, Jr., Esq. Law Offices of William C. Johnson, Jr. 1229 15th Street NW Washington, DC 20005 Tel: (202) 525-2958 Fax: (202) 525-2961 E-mail: wjohnson@dcmdconsumerlaw.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 $2,528,700 while debts total $3,949,572. A copy of the Company's list of 9 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/dcb10-00606.pdf The petition was signed by Paxy Harry, managing member. NORD RESOURCES: Shareholders Elect Four as Directors ---------------------------------------------------- An annual general meeting of shareholders of Nord Resources Corporation was held on June 17, 2010, to approve the election of four directors, and ratification of appointment of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010. The four elected directors are: * Ronald A. Hirsch * Stephen D. Seymour * Douglas P. Hamilton * John F. Cook About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore on February 1, 2009. * * * According to the Troubled Company Reporter on May 10, 2010, Nord Resources Corporation is facing a Thursday deadline to make payments under a copper hedge agreement and a credit facility with Nedbank Capital Limited. In March 2009, Nord agreed with Nedbank to amend and restate its credit agreement to provide for, among other things, the deferral of certain principal and interest payments until December 31, 2012, and March 31, 2013. While Nord made the scheduled principal and interest payments that were due on September 30 and December 31, 2009, in the approximate amounts of $2.3 million each, the Company was unable to make the scheduled principal and interest payment due on March 31, 2010, in the approximate amount of $2.2 million. Nord and Nedbank entered into an unconditional forbearance and extension agreement dated March 30, 2010, that allowed for a forbearance period of 21 days to negotiate an amendment to the credit agreement as it pertains to the March 31, 2010 payment and other terms therein. That agreement was then extended to May 13, 2010. NORTEL NETWORKS: Aims to End U.S. Retiree Benefit Payments ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Nortel Networks Corp. filed a motion asking authorization from the bankruptcy judge to terminate retirees' medical and disability benefits on Aug. 31. A hearing on the motion is set for July 16. Nortel, according to the report, said it's spending $1 million a month on medical coverage for 4,019 retirees in the U.S. The disability program, covering 280 people, also costs $1 million a month. About Nortel Networks Nortel Networks (OTC BB: 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) OCWEN FINANCIAL: Moody 's Assigns 'B1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned B1 Corporate Family and a B1 Senior Secured Note ratings to Ocwen Financial Corporation. Ocwen's senior unsecured debt is rated B2. Ocwen's rating outlook is stable. The ratings reflect Ocwen's mono-line nature and limited differentiation in the highly competitive residential mortgage servicing market. However, Moody's notes the company's strong track record of performance in residential mortgage servicing. Additionally, Ocwen's dependence on secured, short term funding, which results in a high level of encumbered assets and limited financial flexibility constitutes an important factor in the rating. Reliance on funding facilities with short tenors subjects the company to significant renewal/refinancing risk. However, the company has demonstrated market access through new servicing advance facilities and extensions of existing facilities. Moody's also notes that the company will increase the average maturity of its facilities with the planned Barclays advance facility. Ocwen's recent and pending servicing acquisitions are both a credit positive and negative. Positively these acquisitions reverse the recent declines in the company's servicing portfolio and should improve revenue and profitability. Negatively these acquisitions carry significant integration risk and could stress Ocwen's liquidity, controls, management and systems capacity if not managed properly. The notching for the B1 corporate rating and B1 senior secured debt rating, versus the B2 senior unsecured rating, reflects the substantial amount of secured debt in the company's capital structure. The rating outlook is stable, reflecting Moody's expectation that Ocwen will be able to integrate its servicing acquisitions without disruption to its liquidity and operating results. Also supporting the stable outlook is the company's capital position. Ocwen raised a net $274 million of common equity in the third quarter of 2009 which will allow the company to maintain leverage metrics at an appropriate level after the HomEq acquisition. Ocwen could be downgraded if the company experiences disruption in its liquidity and operating results from the HomEq acquisition. Additionally, negative rating pressure would emerge if the company is unable to obtain additional servicing portfolios over the long term. Ocwen's ratings could be upgraded if the company substantially reduces its reliance on secured debt and diversifies its earnings. The last rating action on Ocwen was on June 21, 2010 when Moody's affirmed the company's senior unsecured rating at B2 with a stable outlook. Ocwen is based in West Palm Beach, Florida and reported assets of $1.8 billion at March 31, 2010. Assignments: Issuer: Ocwen Financial Corporation -- Corporate Family Rating, Assigned B1 -- Senior Secured Bank Credit Facility, Assigned B1 OFFICE DEPOT: Moody's Affirms Corporate Family Rating at 'B2' ------------------------------------------------------------- Moody's Investors Service upgraded Office Depot, Inc's Speculative Grade Liquidity rating to SGL-1 from SGL-2 and affirmed the B2 Corporate Family and Probability of Default ratings. The outlook is negative. The upgrade of the Speculative Grade Liquidity rating recognizes Office Depot's significant cash balances and ample availability on its $1.25 billion unrated asset-based revolving credit facility, as well as no debt maturities until August 2013. "Moody's feel that while Office Depot still faces significant operating challenges and very weak credit metrics, which are the drivers behind the B2 Corporate Family and Probability of Default ratings, and the primary basis for the negative outlook, liquidity is a definite source of rating strength," stated Moody's Senior Analyst Charlie O'Shea. "The large cash balance, resulting from reductions in expenses and inventory, as well as the excess proceeds from the 2009 convertible debt offering, provides support". This rating was upgraded: * Speculative Grade Liquidity rating to SGL-1 from SGL-2 These ratings were affirmed: * Corporate Family rating at B2 * Probability of Default rating at B2 * Senior unsecured notes at Caa1 (LGD 5, 77%). The last rating action for Office Depot was the May 2009 downgrade of the Corporate Family and Probability of Default ratings to B2, the downgrade of the senior unsecured notes to Caa1 (LGD 5, 77%), the affirmation of the SGL-2 speculative grade liquidity rating, and the assignment of a negative outlook. Office Depot, Inc., headquartered in Boca Raton, Florida, is a leading retailer of office supplies with annual revenues of around $12 billion. PATRIOT HOMES: Liquidated Assets Cue Dismissal of Ch. 11 Case ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana dismissed the Chapter 11 cases of Patriot Homes, Inc., and its debtor-affiliates. As reported in the Troubled Company Reporter on May 7, 2010, the Debtors said that they have liquidated substantially all of their assets during the Chapter 11 cases. The proceeds of those sales, however, have not been sufficient to satisfy the secured claims of the Debtors' senior secured lenders. Headquartered in Middlebury, Indiana, Patriot Homes, Inc. -- http://www.patriothomes.com/-- makes modular houses. The Debtor and 7 of its debtor-affiliates filed separate motions for Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case No. 08-33347). K&L Gates LLP assists the Debtors in their restructuring efforts. Rebecca Hoyt Fisher, Esq., at Laderer & Fischer, represents the official committee of unsecured creditors as counsel. In its schedules, Patriot Homes disclosed total assets of $1,715,900 and total debts of $17,918,377. PENN TRAFFIC: PBGC Assumes Responsibility of Pension Plan --------------------------------------------------------- The Pension Benefit Guaranty Corporation has assumed responsibility for three underfunded pension plans covering over 3,700 former employees and retirees of bankrupt Penn Traffic Co., Syracuse, N.Y., a chain of supermarkets in western New York, northern Pennsylvania, Vermont and New Hampshire operating under the trade names BiLo, P&C and Quality. The PBGC stepped in because the pension plans face abandonment after Penn Traffic completes bankruptcy liquidation proceedings and no entity remains to finance or administer the plans. Tops Markets LLC, Williamsville, N.Y., purchased substantially all Penn Traffic assets but declined to assume the pension plans. Retirees under the plans will continue to receive their monthly benefit payments without interruption, and other workers will receive their pensions when they are eligible to retire. Together, the Penn Traffic Big Bear Retirement Plan, the Pension Plan for Bargaining Employees of Eastern Pennsylvania, and the Riverside Division of Penn Traffic Co. Bargaining Employees Pension Plan are 57 percent funded, with $74.3 million in assets and $130.1 million in benefit liabilities, according to PBGC estimates. The agency expects to cover $53.8 million of the $55.8 million shortfall, and will take over the assets and use insurance funds to pay guaranteed benefits earned under the plans, which terminated as of January 25, 2010. The PBGC became trustee of the plans on June 17, 2010. Within the next several weeks, the PBGC will send trusteeship notification letters to all plan participants. Under federal pension law, the maximum guaranteed pension at age 65 for participants in plans that terminate in 2010 is $54,000 per year. The maximum guaranteed amount is lower for those who retire earlier or elect survivor benefits. Workers and retirees with questions may consult the PBGC Web site, http://www.pbgc.gov/ or call toll-free at 1-800-400-7242. TTY/TDD users should call the federal relay service toll-free at 1-800-877-8339 and ask for 800-400-7242. Retirees of Penn Traffic who draw a benefit from the PBGC may be eligible for the federal Health Coverage Tax Credit. Further information may be found on the PBGC Web site at http://www.pbgc.gov/workers-retirees/benefits- information/content/page13692.html. Assumption of the plan's unfunded liabilities will increase the PBGC's claims by $53.8 million and was not previously included in the agency's fiscal year 2009 financial statements. The PBGC is a federal corporation created under the Employee Retirement Income Security Act of 1974. It currently guarantees payment of basic pension benefits earned by 44 million American workers and retirees participating in over 29,000 private-sector defined benefit pension plans. The agency receives no funds from general tax revenues. Operations are financed largely by insurance premiums paid by companies that sponsor pension plans and by investment returns. About The Penn Traffic Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. The Company's affiliates also filed separate Chapter 11 petitions -- Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. Following a bankruptcy court-sanctioned auction, Tops Markets LLC purchased almost all of Penn Traffic's stores as a going concern by paying $85 million cash. The sale was structured so Penn Traffic avoided a $72 million claim for pension plan termination and a $27 million claim by the principal supplier. PHIBRO ANIMAL: S&P Gives Stable Outlook; Affirms 'B' Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its rating outlook on Phibro Animal Health Corp. to stable from negative. S&P affirmed its 'B' corporate credit rating and its 'B' issue- level rating on the company's $160 million senior notes due in 2013. At the same time, S&P revised its recovery rating on the senior notes to '3' from '4'. S&P also affirmed its 'CCC+' issue- level and '6' recovery rating on the company's existing senior subordinated notes due in 2014. "The speculative-grade ratings on Phibro Animal Health Corp. reflect its low margins, established but concentrated position in the animal feed additives industry, and aggressive financial risk profile," said Standard & Poor's credit analyst Michael Berrian. Phibro's vulnerable business risk profile reflects its narrow focus in the niche worldwide animal feed additives industry. At March 31, 2010, approximately 86% of the company's revenues came from its animal health and nutrition segments, with distribution and industrial chemicals accounting for the balance. The company is the third-largest participant in the niche worldwide animal feed additives industry, manufacturing and marketing a diverse line of animal health and nutrition products for livestock, such as medicated feed additives and nutritional feed additives. Still, the company is subject to fluctuations in demand and cost of raw materials, which is tied to volatility in commodities pricing. S&P believes acquisitions could help Phibro diversify from its concentration in the more commodity-like animal feed additives business. Indeed, the acquisition of Abic, completed in the first quarter of 2009, helped accomplish this. Abic, the Israeli-based animal health business of Teva Pharmaceutical Industries Ltd., and a manufacturer of more than 60 products including poultry vaccines, provided an entrance into the $800 million poultry vaccine market. Despite these acquisitions, Phibro remains narrowly focused in the animal feed additives business, and has some revenue concentration. PHILADELPHIA NEWSPAPERS: To Change Name; Unveils $39MM Exit Loan ---------------------------------------------------------------- Bob Warner at Philadelphia Daily News reports that the new owners of the Daily News, Inquirer and their Web site, Philly.com, have renamed their company picked an umbrella name for the venture that points to a multifaceted, digital future -- Philadelphia Media Network Inc. The new moniker was disclosed over the weekend in a 333-page filing in the newspapers' Chapter 11 bankruptcy case. "What I hope it does is reflect our strategy to integrate all of our brand platforms, internally and for the consumer marketplace and the advertising marketplace," said Greg Osberg, the designated chief executive of the new company, Daily News reports. According to the report, the court filing also disclosed that: -- David Hertzog, Esq., at Winston & Strawn, and Martin R. Wade III, chief executive of Broadcaster Inc., a telecommunications and game-development company, will become directors of the new Philadelphia media company, joining Mr. Osberg and Bob Hall, the chief operating officer. Mr. Osberg said more board members would be added; and -- Bruce Meier -- an executive at Alvarez & Marsal, the Company's advisors -- will serve as chief financial officer. The court filing also provided details of a $39.3 million exit loan to pay off the costs of the Debtors' bankruptcy proceedings and provide working capital for the new owners. The $39 million exit loan will be financed by a consortium of investment firms that also hold ownership shares in the new company. The loan will bear an interest rate of at least 12.5%. According to the report, the lender group includes Credit Suisse, committing $12.8 million; Angelo, Gordon & Co., $6.9 million; Alden Capital Group, $6.1 million; McDonnell Investment Management, $5.4 million; Halbis Distressed Opportunities Master Fund, $3.9 million; ETG Capital, $2.2 million; Ore Hill Partners, $1.1 million; and Cerberus Partners, $841,614. All are expected to hold equity stakes in the company besides their interests in the loan. Mr. Osberg said the target date for settlement is early July. About Philadelphia Newspapers Philadelphia Newspapers -- http://www.philly.com/-- owns and operates numerous print and online publications in the Philadelphia market, including the Philadelphia Inquirer, the Philadelphia Daily News, several community newspapers, the region's number one local Web site, philly.com, and a number of related online products. The Company's flagship publications are the Inquirer, the third oldest newspaper in the country and the winner of numerous Pulitzer Prizes and other journalistic recognitions, and the Daily News. Philadelphia Newspapers and its debtor-affiliates filed for Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa. Case No. 09-11204). Mark K. Thomas, Esq., and Paul V. Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq., and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in Philadelphia, Pennsylvania, serve as bankruptcy counsel. The Debtors' financial advisor is Jefferies & Company Inc. The Garden City Group, Inc., serves as claims and notice agent. Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles, California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin & Mellott, LLC in Philadelphia, represent the Official Committee of Unsecured Creditors. Fred S. Hodara, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York, represent the Steering Group of Prepetition Secured Lenders. Philadelphia Newspapers listed assets and debts of $100 million to $500 million in its bankruptcy petition. PHOENIX OF FAIRFIELD: Case Summary & Creditors List --------------------------------------------------- Debtor: Phoenix of Fairfield County, Inc. 2351 Boston Post Road, Unit 202 Guilford, CT 06437 Bankruptcy Case No.: 10-31850 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Peter L. Ressler, Esq. Groob Ressler & Mulqueen 123 York Street, Suite 1B New Haven, CT 06511-0001 Tel: (203) 777-5741 Fax: (203) 777-4206 E-mail: ressmul@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 $1,707,558 while debts total $2,669,087. 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/ctb10-31850.pdf The petition was signed by Kenneth P. Myatt, treasurer. PHOENIX WORLDWIDE: Can Continue Using Cash Collateral ----------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has authorized, in a fifth order, Phoenix Worldwide Industries, Inc., to use cash collateral of C3 Capital Partners, L.P. A hearing on the Debtor's continued use of cash collateral will be held on July 6, 2010, at 2:00 p.m. The Debtor would also use the cash collateral to pay its ordinary and necessary business expenses. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at http://bankrupt.com/misc/PHOENIX_WORLDWIDE_budget.pdf As reported in the Troubled Company Reporter on December 17, 2009, the Debtor related that C3 Capital provided a $500,000 loan and may assert an interest in cash collateral pursuant to a security agreement between C3 Capital and the Debtor. The Debtor is authorized to grant to C3 Capital post-petition liens and replacement security interests and liens on the same categories of collateral described in C3 Capital's filed UCC financing statement. About Phoenix Worldwide Miami, Florida-based Phoenix Worldwide Industries, Inc. -- http://www.phoenixworldwide.com/-- dba Phoenix Worldwide Industries, Inc.- Forensic Vehicle Division and Phoenix IVS Division develops surveillance technologies for government and law enforcement agencies. The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D. Fla. Case No. 09-23201). The Debtor has assets and debts both ranging from $10 million to $50 million. PHOENIX WORLDWIDE: Court Moves Solicitation Deadline to August 31 ----------------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has extended until August 31, 2010, the exclusivity period in which Phoenix Worldwide Industries, Inc., may solicit acceptances to confirm a plan of reorganization. Miami, Florida-based Phoenix Worldwide Industries, Inc. -- http://www.phoenixworldwide.com/-- dba Phoenix Worldwide Industries, Inc., Forensic Vehicle Division and Phoenix IVS Division develops surveillance technologies for government and law enforcement agencies. The Company filed for Chapter 11 on June 29, 2009 (Bankr. S.D. Fla. Case No. 09-23201). Jeffrey P. Bast, Esq., at Bast Amron LLP represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. PHONEWORKS INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Phoneworks Inc. Call Box 815001 AMF Station Carolina, PR 00981 Bankruptcy Case No.: 10-05384 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtor's Counsel: Fausto D. Godreau Zayas, Esq. P.O. Box 9022512 San Juan, PR 00902-2512 Tel: (787) 724-0230 E-mail: dgodreau@LBRGlaw.com Estimated Assets: $500,001 to $1,000,000 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 Ronald E. Massie, director. POINT BLANK: Flatiron Loan to Finance Premiums Payment OK'd ------------------------------------------------------------ The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized Point Blank Solutions, Inc., et al., to enter an insurance premium finance agreement with Flatiron Capital to finance the payment of premiums due upon the policy. As adequate protection, Flatiron is granted a first priority security interest which will have priority over any and all administrative expenses. The Debtors are authorized to pay the balance of the remaining payments that come due under the PFA. Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is recognized as the largest producer of soft body armor in the U.S. The Company maintains facilities in Pompano Beach, Florida and Jacksboro, Tennesee. Point Blank Solutions filed for Chapter 11 on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). POINT BLANK: Creditors Have Until Aug. 13 to File Proofs of Claim ----------------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware has established August 13, 2010, at 4:00 p.m., prevailing Eastern time, as the deadline for any individual or entity to file proofs of claim against Point Blank Solutions, Inc. The Court also set October 12, 2010, at 4:00 p.m. ET, as the governmental unit bar date. Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, well as select international markets. The Company is recognized as the largest producer of soft body armor in the U.S. The Company maintains facilities in Pompano Beach, Florida and Jacksboro, Tennessee. Point Blank Solutions filed for Chapter 11 on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). POWER DEVELOPMENT: Section 341(a) Meeting Scheduled for July 14 --------------------------------------------------------------- The U.S. Trustee for the Western District of North Carolina will convene a meeting of Power Development, LLC's creditors on July 14, 2010, at 1:00 p.m. The meeting will be held at the Bankruptcy Courtroom, First Floor, 100 Otis Street, Asheville, NC 28801. 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. Asheville, North Carolina-based Power Development, LLC, filed for Chapter 11 bankruptcy protection on June 11, 2010 (Bankr. W.D.N.C. Case No. 10-10684). D. Rodney Kight, Jr., Esq., at Kight Law Office, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,000 to $50,000,000. POWER DEVELOPMENT: Taps D. Rodney Kight as Bankruptcy Counsel ------------------------------------------------------------- Power Development, LLC, has asked for authorization from the U.S. Bankruptcy Court for the Western District of North Carolina to employ D. Rodney Kight, Jr., as bankruptcy counsel. Mr. Kight will: a. give legal advice with respect to the Debtor's powers and duties in the continuing operation of its business and management of its property; b. prepare applications, answers, orders, reports and other legal paper; and c. perform all other legal services which may be necessary herein. The Debtor and Mr. Knight didn't disclose how Mr. Knight will be compensated for his services. Mr. Knight assures the Court that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code. Asheville, North Carolina-based Power Development, LLC, filed for Chapter 11 bankruptcy protection on June 11, 2010 (Bankr. W.D.N.C. Case No. 10-10684). The Company estimated its assets and debts at $10,000,000 to $50,000,000. PREFERRED VOICE: March 31 Balance Sheet Upside Down by $153,000 --------------------------------------------------------------- Preferred Voice Inc. filed its annual report on Form 10-K for fiscal year ended March 31, 2010, reporting $1.411 million in total assets and $1.564 million in total liabilities, for a $153,021 total stockholders' deficit. The Company reported net income of $736,589 on $4.8 million of net sales for the year ended March 31, 2010, compared with a net income of $43,617 on $4.0 million of net sales for the year ended March 31, 2009. In the Annual report, Preferred Voice said, "The Company has suffered significant operating losses in past years. As shown in the accompanying financial statements, the Company has only shown a profit of $736,589 and $43,617 for the years ended March 31, 2010 and 2009, respectively while it incurred net loss of $747,816 for the year ended March 31, 2008. The Company had positive cash flow from operations of $1,094,243 and $310,242 for the years ended March 31, 2010 and 2009, respectively but experienced negative cash flows from operations of $130,777 for the year ended March 31, 2008. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time." A full-text copy of the Company's Form 10-K is available for free at http://ResearchArchives.com/t/s?6545 Preferred Voice, Inc., provides enhanced services to the telecommunications industry throughout the United States and maintains its principal offices in Dallas, Texas. PRIMFORCE REAL ESTATE: Faces Class Suit; Owners Declare Bankruptcy ------------------------------------------------------------------ Jean-Francois Bertrand at The Ottawa Citizen reports that the owners of a Gatineau investment firm that a group of investors is trying to sue for allegedly defrauding its members of millions of dollars have declared personal bankruptcy, court heard Monday. Ottawa Citizen relates the group of more than 150 investors had asked Superior Court in Gatineau to authorize a class-action suit against a list of defendants, including the owners of Primforce Real Estate Investments Inc. -- Fran‡ois Roy, Marc Jemus and Robert Primeau -- but "we cannot legally sue them," said Pierre Sylvestre, Esq., lawyer for David Brown, a Ganonoque investor who is the main petitioner. According to the report, the hearing, which began Monday, will determine if the class action application is granted and the case can proceed. Mr. Sylvestre, Esq., said outside of court that he asked to authorize a class action against two financial brokers, Gatineau notary Jean Lafreniere, B2B Trust and Whitney Canada, a real estate training company. "We claim that they were negligent, that they didn't keep their eyes open, that they're were not watchdogs." Ottawa Citizen notes that none of the claims have been proven in court. A criminal investigation by the RCMP has concluded after two years of investigation. The report is now in the hands of the Crown attorney's office in Gatineau, which will decide whether charges should be laid. The hearing was to resume Monday afternoon. PRIUM TUMWATER: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Prium Tumwater Buildings LLC 820 A Street #300 Tacoma, WA 98402 Bankruptcy Case No.: 10-44962 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: Timothy W. Dore, Esq. Ryan Swanson & Cleveland PLLC 1201 3rd Ave Ste 3400 Seattle, WA 98101-3034 Tel: (206) 464-4224 E-mail: dore@ryanlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Thomas W. Price, member and manager of Prium Companies LLC, the sole member of the Debtor. Debtor's List of 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ New Dimensions Lawn & $5,620 Land 8504 Canyon Rd East Puyallup, WA 98371 City of Tumwater $3,614 PO Box 14069 Tumwater, WA 98511 Puget Sound Energy $3,092 BOT-01H PO Box 91269 Bellevue, WA 98009 Zeigler's Welding Inc. $3,032 Maintenance Man Unlimited $2,958 Pioneer Fire and Security $2,534 Thyssenkrup Elevator Corp $2,473 Pacific Disposal $1,888 Qwest $302 Dept. of Labor and Industries $218 Sprague $173 REP Electric Inc. $156 Stewart Title Company $135 D.K. Boos Glass $130 Chicago Title Insurance Co. $70 PUMP 24: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Pump 24 Hour Training Mecca, LLC dba Pump Core dba Pump Diva dba Pump Burn 5305 North 23rd Street McAllen, TX 78504 Bankruptcy Case No.: 10-70445 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Antonio Villeda, Esq. Attorney at Law 5414 N 10th St McAllen, TX 78504 Tel: (956) 631-9100 E-mail: avilleda@mybusinesslawyer.net Estimated Assets: $100,001 to $500,000 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/txsb10-70445.pdf The petition was signed by Marina Garza, manager. QWEST COMMUNICATIONS: Files 11-K Report for Investment Plan ----------------------------------------------------------- Qwest Communications International Inc. filed with the Securities and Exchange Commission the annual report on Form 11-K for Qwest Savings & Investment Plan for the fiscal year ended December 31, 2009. At December 31, 2009, the Plan had total assets of $3,005,034 against total liabilities of $8,876. Net assets available for benefits were $2,970,742. A full-text copy of the Form 11-K report is available at no charge at http://ResearchArchives.com/t/s?6531 CenturyTel Merger On April 21, 2010, Qwest entered into a merger agreement whereby CenturyTel, Inc., will acquire the Company in a tax-free, stock- for-stock transaction. Under the terms of the agreement, Qwest stockholders will receive 0.1664 shares of CenturyLink common stock for each share of Qwest common stock they own at closing. Based on Qwest's and CenturyLink's share prices as of the date of the merger agreement, at closing CenturyLink shareholders are expected to own approximately 50.5% and Qwest stockholders are expected to own approximately 49.5% of the combined company. Completion of this transaction is subject to approval by the stockholders of both companies, various federal and state regulatory approvals as well as other customary closing conditions. Qwest anticipates closing this transaction in the first half of 2011. If the merger agreement is terminated under certain circumstances, Qwest may be obligated to pay CenturyLink a termination fee of $350 million. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95 percent of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. At March 31, 2010, the Company had total assets of $19.362 billion from total liabilities of $20.482 billion, resulting in stockholders' deficit of $1.120 billion. The March 31 balance sheet also showed strained liquidity: The Company had total current assets of $4.005 billion from total current liabilities of $4.590 billion. QWEST COMMUNICATIONS: Unveils Remaining Tier 1 Heads for NewCo -------------------------------------------------------------- CenturyLink, Inc., and Qwest Communications International Inc. said in a regulatory filing they have been working to determine the organizational leaders and structure for the combined company. On June 18, 2010, CenturyLink and Qwest announced the remaining Tier 1 leaders for the combined organization. Included are leadership appointments in Wholesale, Corporate Strategy, Regulatory, Legal, Network, Human Resources and IT. All appointments are effective when the merger closes. -- Bill Cheek, President Wholesale Operations Responsible for sales, sales operations, account management, product management, marketing, solutions engineering, order initiation centers, carrier relations/management, dispute resolution, revenue assurance, interconnection contracts and customer service for all wholesale business segments. He is also responsible for pay station operations. -- Stephanie Comfort, EVP Corporate Strategy & Development Responsible for corporate strategy and planning, corporate development, customer insights and portal development. -- Steven Davis, SVP Public Policy & Government Relations Responsibilities include all state and federal regulatory activities, including policy development, issue advocacy, compliance and enforcement proceedings. -- Stacey Goff, EVP, General Counsel & Secretary Responsibilities include all aspects of the combined company's legal affairs, including support for business units, corporate functions, board and shareholder related legal matters, litigation, intellectual property and regulatory matters. He will also be responsible for corporate communications, investor relations, aviation, brand management, records retention, compliance and ethics functions. -- Dennis Huber, EVP Network Services Previously EVP Network Services and IT, his responsibilities include all shared network services for consumer, SOHO, small business, business markets and wholesale. These functions include strategic network architecture, planning, engineering, design, construction, new product development, technology labs and data hosting. Dennis will also have responsibility for Long Distance Operations and Service Delivery for the National and International Networks which includes the field operations, provisioning, CPE delivery, and field technicians responsible for these networks. -- Don McCunniff, SVP Human Resources Responsible for all aspects of human resources, including compensation and benefits, payroll, diversity, labor relations, field HR, HR policy, corporate culture, staffing, recruitment, corporate training and development. -- Girish Varma, SVP IT Services Responsible for all IT services and support including systems architecture and design, delivery, overseas software development and for development and sales support of enterprise IT services. Bill Bradley will continue as SVP and Chief Information Officer and will be responsible for U.S. software development, management of internal computing infrastructure and applications as well as overall systems conversions reporting to Mr. Varma. These leaders join the previously announced positions of Glen Post as Chief Executive Officer and President, as well as these direct reports to Mr. Post: -- Chris Ancell, President Business Markets Group Responsible for all sales, service and support for the larger enterprise business markets channel including sales support, sales engineering, marketing, product management, pricing, proposal management and customer care. He will also have responsibility for government programs for the business markets group. -- Stewart Ewing, EVP, Chief Financial Officer and Assistant Secretary Responsible for finance, accounting, budgeting, billing, treasury, tax, supply chain, procurement, real estate, fleet, decision support, insurance, internal audit, separations, revenue assurance, SOX compliance, national security, environmental health/safety and risk management functions. -- Maxine Moreau, SVP Integration & Process Improvement Responsible for the remaining Embarq customer conversions as well as leading the integration of CenturyLink and Qwest. She will have responsibility for the overall organization and systems integration, synergy management, business IT systems governance and business process improvement. -- Karen Puckett, EVP & Chief Operating Officer Responsible for all sales, service and support for the consumer, SOHO and small enterprise customers including sales support, sales engineering, marketing, product management, pricing and customer care. She will be responsible for all shared service delivery functions for all market segments which include dispatch, repair, network operations centers, provisioning functions and credit and collections. The Companies will operate the combined company leveraging CenturyLink's local operating model structure with region presidents, general managers, in-region field technicians and retail operations. -- Other Qwest Senior Executives Teresa Taylor, EVP & Chief Operating Officer; Rich Baer, EVP, General Counsel & Chief Administrative Officer; Joseph Euteneuer, EVP & Chief Financial Officer; Bob Tregemba, EVP Network Operations; Dan Yost, EVP Mass Markets; and Roland Thornton, EVP Wholesale Markets will, in addition to continuing in their current roles with Qwest through the closing, play crucial roles in advising the newly named Tier 1 leaders as they plan their areas of responsibility for the combined company. They will also play key roles in the overall organizational design and employee selection process. -- Employee Selection Process Personnel decisions will be made in a cascading process. Tier 1 leaders will name their direct reports, who will be Tier 2 leaders. These Tier 2 leadership selections are expected to be announced later this year. Tier 2 leaders will then select their Tier 3 direct reports. This tiered selection process will continue until all positions for the combined company have been determined. The location for jobs will be part of the decision making process. It will be several months before the complete organizational structure is finalized, and the Companies expect that there will be some job selections that are not finalized until the close of the transaction or after. The Companies also disclosed that they have started the approval process with the Federal Communications Commission and the Department of Justice. Also, they have filed for approval in 23 states where they operate. CenturyTel Merger On April 21, 2010, Qwest entered into a merger agreement whereby CenturyTel, Inc., will acquire the Company in a tax-free, stock- for-stock transaction. Under the terms of the agreement, Qwest stockholders will receive 0.1664 shares of CenturyLink common stock for each share of Qwest common stock they own at closing. Based on Qwest's and CenturyLink's share prices as of the date of the merger agreement, at closing CenturyLink shareholders are expected to own approximately 50.5% and Qwest stockholders are expected to own approximately 49.5% of the combined company. Completion of this transaction is subject to approval by the stockholders of both companies, various federal and state regulatory approvals as well as other customary closing conditions. Qwest anticipates closing this transaction in the first half of 2011. If the merger agreement is terminated under certain circumstances, Qwest may be obligated to pay CenturyLink a termination fee of $350 million. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95 percent of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. At March 31, 2010, the Company had total assets of $19.362 billion from total liabilities of $20.482 billion, resulting in stockholders' deficit of $1.120 billion. The March 31 balance sheet also showed strained liquidity: The Company had total current assets of $4.005 billion from total current liabilities of $4.590 billion. RARE EARTH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Rare Earth Hardwoods, Inc. 6778 East Traverse Highway Traverse City, MI 49684 Bankruptcy Case No.: 10-07656 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Scott W. Dales Debtor's Counsel: Gregory M. Luyt, Esq. Bowerman, Bowden, Ford, Clulo & Luyt PC 620-A Woodmere Traverse City, MI 49686 Tel: (231) 941-8048 Fax: (231) 941-8192 E-mail: luyt@traverselaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/miwb10-07656.pdf The petition was signed by Ricahrd Paid, president. REMEDIATION FIN'L: Plan Outline Hearing Continued Until July 14 --------------------------------------------------------------- The Hon. Charles G. Case II of the U.S. Bankruptcy Court for the District of Arizona has continued until July 14, 2010, at 10:00 a.m., the approval of a disclosure statement explaining RFI Realty, Inc., et al.'s proposed Chapter 11 Plan. The deadline for filing statements of remaining unresolved issues with Debtors' amended disclosure statement is until July 8, 2010. According to the Disclosure Statement, the Plan implements, and continues to abide by, several major settlements and agreements entered into by the Debtors during the proceedings. The Plan implements the key agreements, which create a very substantial fund for the remediation of the real property, provide for the sale of substantially all of the Debtors' assets, and otherwise settle and resolve claims. The Plan provides for the payment in full of all administrative claims and expenses and all other claims. Sale proceeds will be used to pay past or future priming liens as may be necessary to fund operating and administrative payments. The necessity for the priming liens is reduced to the extent that administrative and operating expenses are able to be funded from unencumbered sources and from the buyer's periodic payments made under SunCal Santa Clarita, L.L.C. PSA. The Debtors expect to need to draw a priming lien to the extent that unencumbered sources and the interim payments under the SunCal PSA are insufficient to provide for adequate budgeted reserves, and meet administrative and operating obligations. The Posta Bella Lenders Settlement has budgeted for operating and administrative expenses and provided sources for the expenses both in the monthly budget and budgeted from the sales proceeds at closing of a sale of a real property. Claims for remediation, as the claims of the Castaic Lake Water Agency litigation settlement Agreement Plaintiffs and The California Department of Toxic Substances Control are to be funded as directed and provided in the CCSA and CLWA settlement from the funds om deposit in SF Escrow 1 and SF Escrow 2 and other sources for remediation. The Plan does not provide for any distribution on account of claims made by insider unsecured creditors. The Plan allocates an amount for unsecured claims that are not for remediation in the Santa Clarita, L.L.C. estate as a percentage (3.28%) of funds remaining, which are funds available for distribution after payment of higher priority claims. The Debtors estimate that the allocation with produce funds totaling $1 million to non-insider SCLLC unsecured claims. The Debtors do not believe that non-insider SCLLC allowed claims will be paid in full. The Plan provides for no distribution to holders of interests. The Plan provides for interests to remain subject to the voting trust until the bankruptcy cases are closed. Pursuant the CCSA, Bermite Recovery, L.L.C. has the right to borrow up to $7 million secured by a lien with priority over all existing liens. The Debtors have negotiated with First Credit Bank to provide a first position secured credit facility to Bermite for up to $7 million in the event the financing is necessary. The Debtors do not intend to draw the FCB line unless the buyer terminates the SunCal PSA. A full-text copy of the Disclosure Statement is available for free at http://researcharchives.com/t/s?4a8a About Remediation Financial Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a real estate developer. Remediation Financial and Santa Clarita, L.L.C., filed for Chapter 11 protection on July 7, 2004 (Bankr. D. Ariz. Case No. 04-11910). RFI Realty Inc. filed on June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04- 17294). The cases are jointly administered under RFI Realty Inc. Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver, Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, represent the Debtors in their restructuring efforts. No official committee of unsecured creditors has been appointed in this case. When the Debtors filed for protection from their creditors, they listed assets of more than $100 million and debts of $10 million to $50 million. RIDGEVIEW HEIGHTS: Reorganization Case Dismissed ------------------------------------------------ The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee dismissed the Chapter 11 case of Ridgeview Heights, LLC. Bartlett, Tennessee-based Ridgeview Heights, LLC, filed for Chapter 11 bankruptcy protection on December 28, 2009 (Bankr. M.D. Tenn. Case No. 09-14692). Paul E. Jennings, Esq., who has an office in Murfreesboro, Tennessee, assisted 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. RQB RESORT: Can Access Goldman Sachs's Cash Until August 27 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized RQB Resort, LP, and RQB Development LP's continued use of cash collateral until August 27, 2010. As reported in the Troubled Company Reporter on May 19, Bill Rochelle at Bloomberg News reported that RQB Resort owed $193 million to secured creditor Goldman Sachs Mortgage Co. The Debtors related that Goldman Sachs is adequately protected in their continued use of the cash collateral. Goldman Sachs is also granted replacement lien on all postpetition accounts receivable; and superpriority administrative expense claim status. About RQB Resort RQB Resort LP and RQB Development LP own Florida's Sawgrass Marriott Resort, the site of the U.S. PGA Tour's Tournament Players Championship. Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596). The Company's affiliate -- RQB Development, LP, aka Sawgrass Marriott Golf Villas & Spa -- filed a separate Chapter 11 petition. The Company estimated its assets and debts at $100,000,001 to $500,000,000. RQB RESORT: Goldman Can't Foreclose on Sawgrass Marriott -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that a bankruptcy judge denied a motion by Goldman Sachs Mortgage Co., the secured lender owed $193 million, to modify the automatic stay so that it could foreclose on RQB Resort LP's Sawgrass Marriott Resort in Ponte Vedra Beach, Florida. The resort owner takes the position that the property is worth $90 million. The lender says it's worth $135.3 million. There will be a preliminary hearing on July 20 where the bankruptcy judge eventually will put a value on the resort. According to the report, the bankruptcy judge also granted RQB's request for an extension of the exclusive right to propose a Chapter 11 plan until Dec. 31. About RQB Resort RQB Resort LP and RQB Development LP own Florida's Sawgrass Marriott Resort, the site of the U.S. PGA Tour's Tournament Players Championship. Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596). The Company's affiliate -- RQB Development, LP, aka Sawgrass Marriott Golf Villas & Spa -- filed a separate Chapter 11 petition. The Company estimated its assets and debts at $100,000,001 to $500,000,000. RUMJUNGLE - LAS VEGAS: Wants 120-Day Extension of Filing of Plan ---------------------------------------------------------------- Rumjungle - Las Vegas, LLC, has asked the U.S. Bankruptcy Court for the District of Nevada to extend the time for the filing of the Debtor's plan of reorganization by 120 days. Absent an extension, the Debtor's exclusivity periods will expire 90 days from the Petition Date. The Debtor needs additional time to file the plan, as a resolution of whether an assumption of the Mandalay Lease or an assumption and assignment of the same is required is necessary for a successful reorganization of the Debtor. The Debtor says that the Mandalay Lease is critical to the uninterrupted operations of its restaurant and nightclub. In November 1998, the Debtor entered into an agreement to lease space at Mandalay Bay for 10 years, commencing March 1, 1999, with two 60-month options to extend. In March 2007, the Debtor exercised its first 60-month option under the Mandalay Lease. The Mandalay Lease is currently due to expire on March 31, 2014, subject to the Debtor's remaining 60-month option to extend thereafter. In September 2008, the Debtor commenced an action in state court, entitled Rumjungle - Las Vegas dba Rumjungle et al v. Mandalay Corp. et al., Case No. A570627 (the Adversary Action), an action which seeks certain determinations with regard to the Mandalay Lease, including: breach of contract, breach of the covenant of good faith and fair dealing, breach of the covenant of quiet enjoyment, and intentional interference with contractual relations. The Adversary Action has been removed to this Court. The Debtor has paid all post-petition obligations as they have come due. The Court has set a hearing for July 21, 2010, at 9:30 a.m. on the Debtor's request to extend the period for the filing of a plan. Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited Liability Company, dba Rumjungle, owns a nightclub in Las Vegas, Nevada. The Company filed for Chapter 11 bankruptcy protection on March 16, 2010 (Bankr. D. Nev. Case No. 10-14228). Nancy L. Allf, Esq., at Law Office Of Nancy L. Allf, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $12,000,094, and total debts of $1,149,438. SCHUCK-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Committee ------------------------------------------------------------------ The U.S. Trustee for Region 21 will not appoint a committee of creditors in Schuck-Baymeadows, LLC's Chapter 11 case until further notice, due to an insufficient number of unsecured creditors willing or able to serve on an unsecured creditors committee. Rexburg, Idaho-based Schuck-Baymeadows, LLC, filed for Chapter 11 bankruptcy protection on March 16, 2010 (Bankr. M.D. Fla. Case No. 10-02088). Jason B. Burnett, Esq., at GrayRobinson, P.A., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in debts. The Company's affiliate, Villa Sangria-Baymeadows, LLC, filed a separate Chapter 11 petition on March 16, 2010, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. SEA LAUNCH: Plan Up for July 27 Confirmation Hearing ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that Sea Launch Co. will seek confirmation of its reorganization plan at a hearing July 27. The bankruptcy judge in Delaware approved the explanatory disclosure statement on June 21. Russia's S.P. Korolev Rocket & Space Corp. Energia will acquire between 85% and 95% of the stock through the plan, with the difference depending on whether other creditor classes accept it. According to the report, the reorganization is to be financed by a $140 million equity commitment and $200 million in debt financing. Unsecured customers and suppliers owed some $120 million are in line for a recovery of about 17.5% if they vote for the plan. Investors Boeing Co. and Norway's Aker Maritime Finance AS, if they are found to have valid claims, will take home 5% of the stock for the estimated $1.76 billion they are owed. Bloomberg also reports that Sea Launch filed a motion for an extension, until September 12, of the exclusive right to propose a reorganization plan. A hearing is scheduled for July 12. About Sea Launch Sea Launch Company, L.L.C., is a satellite-launch services provider that offers commercial space launch capabilities from the Baikonur Space Center in Kazakhstan. Its owners include Boeing Co., RSC Energia, and Aker ASA. Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del. Case No. 09-12153). Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtor's counsel. At the time of the filing, the Company said its assets range from US$100 million to US$500 million and debts are at least US$1 billion. SIX FLAGS: Cuts Jobs & 3 Execs; To Move CEO to Dallas Headquarters ------------------------------------------------------------------ With the recent completion of the Chapter 11 reorganization of Six Flags Entertainment Corporation, the Company said on Monday it believes it is the right time to realign its operational structure to focus on its core strengths as a theme park company. As a result, commencing on June 16, 2010, the Company implemented a workforce reduction, primarily at its New York, and Dallas, Texas corporate offices. The Company did not disclose the number of jobs to be affected. The Company also announced that it is moving the office of the CEO to the Dallas corporate headquarters. In connection with the workforce reduction, the Company expects to offer severance packages to certain of the terminated employees, however, it is currently unable to provide an estimate of the cost of such packages. The Company anticipates that the workforce reduction, along with related corporate operating expense savings, will generate annualized cost savings of $16.0 million, not including severance and other associated costs. The effect of these reductions should bring the Company's general and administrative costs more in line, on a percentage of revenue basis, with other companies in the regional theme park industry. As part of the workforce reduction, the Company terminated, without cause, its employment agreements, each dated April 1, 2009, with Michael Antinoro, Executive Vice President, Entertainment and Marketing; Andrew Schleimer, Executive Vice President, Strategic Development and In-Park Services; and Mark Quenzel, Executive Vice President, Park Strategy and Management. Effective as of July 16, 2010, Messrs. Antinoro, Quenzel and Schleimer will no longer be employed by the Company. The Employment Agreements have a term of four years and provide for base salaries of $400,000, $500,000 and $500,000 for Mr. Antinoro, Mr. Quenzel and Mr. Schleimer, respectively. The Employment Agreements provide for a target bonus amount of $500,000, $500,000 and $400,000 for Mr. Antinoro, Mr. Quenzel and Mr. Schleimer, respectively. Bonuses are determined based upon the level of achievement of the following performance parameters, each as defined in the Employment Agreements: Budgeted Adjusted EBITDA, Budgeted Free Cash Flow, Budgeted Attendance, Budgeted In- Park Net Revenue Per Capita and Budgeted Sponsorship/Licensing Revenue (Adjusted EBITDA weighted 50% and others 12.5%). No bonuses are payable if 90% of the Budgeted Adjusted EBITDA target is not obtained. Severance is payable under the Employment Agreements upon termination of employment without "cause" or for "good reason" during the contract term. In addition, Messrs. Antinoro, Quenzel and Schleimer would receive an amount equal to the sum of their base salary for the remaining balance of the contract term and their annual bonus for the prior year. Under the Employment Agreements, in the event of such a termination, Messrs. Antinoro, Quenzel and Schleimer would receive 12 months of continued health and life insurance coverage. About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, served as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, served as local counsel. Cadwalader Wickersham & Taft LLP, served as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., served as financial advisors, while KPMG LLC served as accountants. Kurtzman Carson Consultants LLC served as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Judge Christopher S. Sontchi on April 29, 2010, confirmed the Modified Fourth Amended Plan of Reorganization of Six Flags Inc. and its debtor affiliates. On April 30, the Debtors consummated their restructuring through a series of transactions contemplated by the Plan and the Plan became effective pursuant to its terms. On the Effective Date, Six Flags, Inc. changed its corporate name to "Six Flags Entertainment Corporation." SMART ONLINE: Settles Securities Class Action Suit -------------------------------------------------- Smart Online Inc. entered into a Stipulation and Agreement of Settlement with the lead plaintiff in the pending securities class action. Also included in the settlement are all the current and former officers, directors, shareholders and employees of the Company who had also been named as defendants in the securities class action, as well as Maxim Group. The settlement is subject to preliminary and final approval of the United States District Court for the Middle District of North Carolina, which the Company anticipates will occur in the second half of this year. The Stipulation provides for the certification of a class consisting of all persons who purchased the Company's publicly- traded securities between May 2, 2005 and September 28, 2007, inclusive. The settlement class will receive total consideration of a cash payment of $350,000 to be made by the Company, a cash payment of $112,500 to be made by Maxim Group, the transfer from Henry Nouri to the class of 25,000 shares of Company common stock and the issuance by the Company to the class of 1,475,000 shares of Company common stock. Under the terms of the Stipulation, counsel for the settlement class may sell some or all of the common stock received in the settlement before distribution to the class, subject to the limitation that it cannot sell more than 10,000 shares on one day or 50,000 shares in 30 calendar days. All claims against the settling defendants will be dismissed with prejudice. The claims of the lead plaintiff against Jesup & Lamont Securities Corp. and the Company's former independent registered public accounting firm, Sherb & Co., are not being dismissed and will continue. The Stipulation contains no admission of fault or wrongdoing by the Company or the other settling defendants. 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. SMURFIT-STONE: S&P Puts 'BB+' Rating on $1.2 Bil. Notes ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' preliminary issue-level rating to Smurfit-Stone Container Corp.'s proposed $1.2 billion first-lien secured term loan, based on S&P's expected '1' recovery rating. S&P also expect to assign the reorganized company its 'BB-' corporate credit rating with a stable rating outlook upon its emergence from bankruptcy protection. The company has indicated that it expects to emerge from bankruptcy on June 30, 2010. Upon emergence, SSCC will merge with SSCE, with the surviving corporation to be renamed Smurfit-Stone Container Corp. "The rating action reflects the company's announcement that the U.S. Bankruptcy Court in Wilmington, Delaware, entered an order confirming the company's reorganization plan under Chapter 11 of the U.S. Bankruptcy Code," said Standard & Poor's credit analyst Pamela Rice. This follows similar relief previously granted in Canada. Under the terms of the plan, SSCC would reduce its total debt, including accounts receivable sold (but excluding S&P's adjustments), to about $1.2 billion from about $4.1 billion prior to its bankruptcy filing. Subject to final documentation and S&P's review of legal matters that S&P believes are relevant to its analysis, as outlined in its criteria, S&P expects to issue final ratings upon the company's emergence from bankruptcy that are consistent with its preliminary and expected ratings. S&P also expect to assign a stable rating outlook to the expected 'BB-' corporate credit rating supported by S&P's expectations for improved earnings over the next year or so and sufficient liquidity for the expected rating level. For the expected 'BB-' rating S&P expects adjusted leverage to be less than 4x and FFO to debt to be greater than 15%. S&P could consider a higher rating if favorable market conditions continue such that SSCC's free cash flow generation and accumulated cash balances are meaningfully higher than S&P currently expect when it faces the potential ramp up of pension contributions. Specifically, S&P would need to believe that the company would be able to generate at least break-even free cash flow even during cyclical downturns and that credit measures would remain near the levels S&P expects in the near term, specifically adjusted debt to EBITDA around 3.5x and adjusted FFO to debt around 20%. S&P could lower the rating if SSCC's operating performance deteriorates rather than improves from first-quarter 2010 results such that S&P expects substantially lower free cash flow generation and weaker-than-expected credit measures. Specifically, if S&P believed adjusted leverage would reach 5x and FFO to debt would fall to 10%. Factors that could contribute to such a scenario include a faltering U.S. economy that leads to oversupply and falling prices or rampant cost inflation. S&P could also consider a lower rating if the company develops a financial policy that S&P would deem to be more consistent with a highly leveraged financial risk profile. Standard & Poor's has provided the foregoing independent credit opinions based on the information that has been provided. In offering such opinions, Standard & Poor's is independent from the engaging company and any parties to the bankruptcy proceeding. S&P does not advise, advocate, or support any particular plan of reorganization, and a rating opinion does not indicate whether the plan is fair, reasonable, or appropriate, or likely to be confirmed as the basis for the company's emergence from bankruptcy. The issuer, issue, and recovery ratings and the rating outlook provided by Standard & Poor's to companies prior to exiting bankruptcy are preliminary, are its current opinion of the final ratings and rating outlook that S&P expects to assign at a future date, and subsequent developments or changes to the plan or information considered by us in S&P's analysis could result in final conclusions that differ from the preliminary ratings and outlook. Rating opinions provided by Standard & Poor's to a company in bankruptcy are assumed to be used in accordance with all applicable laws. SOUTH BAY PROPERTIES: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: South Bay Properties, LLC fdba Winyah Bay Properties, LLC 5511 Capital Center Dr Ste 105 Raleigh, NC 27606 Bankruptcy Case No.: 10-04922 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $6,000,000 Scheduled Debts: $10,860,734 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb10-04922.pdf The petition was signed by Kyle Corkum, company's manager/member. SOUTHERN CALIFORNIA: 9th Cir. Upholds Award to Involuntary Debtors ------------------------------------------------------------------ WestLaw reports that a California bankruptcy court's award of punitive damages totaling $130,000 to two alleged debtors following dismissal of the involuntary petitions, which broke down to $65,000 in each case, or $5,000 per petitioning creditor, was not a per se violation of due process based on the ratio of punitive to actual damages awarded, the Ninth Circuit Court of Appeals has ruled. The due process inquiry properly compared the punitive damages awarded to the harm caused by the wrongful act, not merely to the actual damages awarded, the appellate court explained. Here, the petitioning creditors' bad faith filings caused the alleged debtors to defend two involuntary petitions at a cost of approximately $170,000. Accordingly, the ratio of punitive damages to actual harm was less than 1:1, and plainly fell within constitutional bounds. In re Southern California Sunbelt Developers, Inc., --- F.3d ----, 2010 WL 2293464, 10 Cal. Daily Op. Serv. 7176, 2010 Daily Journal D.A.R. 8623 (9th Cir.). SOUTHWEST STONE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Southwest Stone & Title, Inc. 2965 Lincoln Road Las Vegas, NV 8911 Bankruptcy Case No.: 10-21383 Chapter 11 Petition Date: June 18, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Andrew D. Smith, Esq. Ellsworth, Moody & Bennion, Chtd. 7881 W. Charleston Blvd., #210 Las Vegas, NV 89117 Tel: (702) 658-6100 Fax: (702) 658-2502 E-mail: asmith@emblaw.com Estimated Assets: $100,001 to $500,000 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/nvb10-21383.pdf The petition was signed by Ted Michalosky, company's president. STARPOINTE ADERRA: Can Sell Condominiums to Third Party Buyers -------------------------------------------------------------- The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona authorized Starpointe Aderra Condominiums Limited Partnership to sell these condominium units to third party purchasers: -- condominium unit 3057 to Audrey Dean for $231,400; -- condominium unit 2077 to Grenfell Kirke Hopkins and Kimerli Meghan Hopkins for $170,000; and -- condominium unit 2075 to James M. Roberts and Catherine L. Roberts, as trustees of the Roberts Family Trust for $295,000. The Debtor is also authorized to pay: (i) CCS Arizona II, LLC, all net sale proceeds immediately from escrow at closing from the sale of unit 3057, 2077 and 2075; and (ii) Starpointe Marketing Concepts, LLC, the Debtor's broker to market the sale of its condominium units, a 3% brokerage fee. Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited Partnership is an upscale community of 312 homes in 13 three- storey buildings. The Company filed for Chapter 11 bankruptcy protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09- 33625). Warren J. Stapleton, Esq., at Osborn Maledon, 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. STATION CASINOS: Creditors Fail to Stop Auction ----------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors for Station Casinos Inc. was denied an injunction from the bankruptcy judge putting a hold on a scheduled Aug. 6 auction for some of the casinos. The first bid of $772 million will come from a group including current owners Frank and Lorenzo Fertitta. Bill Rochelle relates that the Committee still can seek a stay from a U.S. District Court judge. The Committee is taking an expedited appeal from a June 4 order of the bankruptcy judge in Reno, Nevada, scheduling the auction. 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) STEVEN NOYES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Steven A. Noyes Cynthia A. Noyes aka Cynthia A. Jordan-Noyes P.O. Box 351318 Jacksonville, FL 32235 Bankruptcy Case No.: 10-05307 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn 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 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtors say that assets total $1,448,807 while debts total $2,667,492. A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-05307.pdf The petition was signed by the Joint Debtors. TAYLOR BEAN: Regulators Says Seaside Must Slash Stake on Loan ------------------------------------------------------------- Richard Burnett at Orlando Sentinel reports that federal regulators ordered Seaside National Bank to cut its stake in tens of millions of dollars of home loans it acquired from Taylor, Bean & Whitaker Mortgage Corp. under the terms of a regulatory action. About Taylor, Bean Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company that grew from a small Ocala-based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla. Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean has more than $1 billion of both assets and liabilities, and between 1,000 and 5,000 creditors, according to the bankruptcy petition. TEXAS RANGERS: Disclosure Statement Approved -------------------------------------------- Texas Rangers Baseball Partners received approval from the U.S. Bankruptcy Court for the Northern District of Texas of the Disclosure Statement explaining the proposed Prepackaged Reorganization Plan. Texas Rangers will seek confirmation of the plan at a hearing on July 9. The Plan provides for the sale of substantially all of the assets of TRBP -- including the Texas Rangers Major League Baseball Club -- to Rangers Baseball Express LLC, an entity controlled by Chuck Greenberg and Nolan Ryan, through the Prepackaged Plan. Although the lenders are owed $525 million in total, they receive only $75 million directly from the team because that's the limit of the secured debt the team itself guaranteed. Required Revisions According to Bill Rochelle at Bloomberg News, a 28-page opinion by Judge Lynn on June 22 said that reorganization plan can't be confirmed without changes that restore rights of secured lenders owed $525 million. Bloomberg notes that while Texas Rangers asserts that the Plan pays all creditors in full and thus won't need votes from creditors, Judge Michael Lynn disagreed with the basic premise by concluding that the proposed reorganization adversely affects both equity owners and lenders. Because he decided both classes are adversely affected, Judge Lynn said bankruptcy law requires that both be given the right to vote According to the report, Judge Lynn said that under the lenders' loan documents they don't have the power to veto the sale. He said it's possible in bankruptcy to cut off the veto right while still allowing the plan to be confirmed over the lenders' objections. The Rangers contend the Plan doesn't impair the lenders because it pays them $75 million plus interest, the most the lenders are entitled to collect from the team. The judge nonetheless found the plan defective because it would cut off some of the lenders' rights against affiliates of the owners who are liable for the entire $525 million owing to the lenders, according to Bloomberg. Judge Lynn, according to Bloomberg, said the Plan could be amended to restore all of the lenders rights' to take action against the team's affiliates in the future. Once amended, Judge Lynn said the lenders would no longer be adversely impacted by the plan and would lose the right to vote by being paid the entire $75 million owing by the team. With respect to equity holders, Judge Lynn said they are entitled to vote now because the team modified the plan to their disadvantage after bankruptcy. Now that involuntary petitions are outstanding against the partnership owners, Judge Lynn said they can't vote for the revised plan without his approval in the involuntary Chapter 11 cases. About Texas Rangers Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP serves as conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. TEXAS RANGERS: Judge Names Snyder as Chief Restructuring Officer ---------------------------------------------------------------- Barry Schlacter, special contributor to The Dallas Morning News, notes that a federal bankruptcy judge appointed turnaround specialist William K. Snyder as a neutral and independent chief restructuring officer to determine whether the Greenberg-Ryan deal is fair and to oversee Texas Rangers' business side. About Texas Rangers Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP serves as conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. TISHMAN SPEYER: Judge Approves Foreclosure Sale of Stuy Town ------------------------------------------------------------ Ilaina Jonas and Joan Gralla, writing for Reuters, relate that U.S. District Court Judge Alvin Hellerstein of the Southern District in Manhattan, ruled late Monday that Stuyvesant Town/Peter Cooper Village in New York can now be sold, four months after CWCapital, the special servicer, sought to foreclose on the 11,200 apartments in 56 buildings sprawled across 80 acres. Reuters says that according to the judge's decision, when interest and attorneys fees are factored in, the Stuyvesant Town/Peter Cooper Village bondholders are owed at least $3.67 billion. Reuters relates insurer MetLife sold the apartment complex in 2006, just as the real estate market was peaking. The property now is valued at about $2 billion. As reported by the Troubled Company Reporter on May 3, 2010, The New York Post, citing reporting by Bloomberg, said Judge Hellerstein rejected a bid by David Tepper's Appaloosa Investment LP to join in a lawsuit to foreclose on Stuyvesant Town and Peter Cooper Village apartments. The judge said Appaloosa had no legal right to "intervene" in the suit. As reported by the TCR on February 26, 2010, Appaloosa objected to a decision by CW Capital Management to foreclose on the owners of Stuyvesant Town and Peter Cooper Villages. CW oversees the two complexes on behalf of lenders. According to Charles V. Bagli at The New York Times' City Room section, Appaloosa said a foreclosure could cost as much as $200 million in transfer taxes. Appaloosa said CW should have pushed the owners to go into bankruptcy court, thereby avoiding the necessity of paying those taxes. Appaloosa also argued that CW has "irreconcilable conflicts of interest" because it is both the "servicer" for the mortgage and an important debtholder. The NY Times said Appaloosa has acquired control of more than $750 million of $3 billion in mortgages in the complexes. According to the TCR on April 27, 2010, Kaja Whitehouse at the New York Post said sources familiar with the matter said CW Capital and Bank of America are asking a judge for permission to sell the Stuyvesant Town-Peter Cooper Village separately. The Post said CW and Bank of America made the request so that they had available to them all possible sale scenarios -- and to shield them from claims they didn't do everything to get the best possible price for the complex. The Post said few expect the two parcels to be sold separately. The Post noted that CW is obligated to offer the property for sale "in all the possible combinations," said a person familiar with the deal, who also characterized the chances of a split as "extremely unlikely." StuyTown includes 35 buildings, while Peter Cooper Village has 21 buildings. Combined, the development totals 11,000 apartments. Tishman Speyer and BlackRock paid $5.4 billion for the complex in 2006, with plans of converting the regulated apartments to market- rate apartments. The NY Times in February 2010 said the most recent appraisal of Stuyvesant Town and Peter Cooper Village put the worth of the complexes at about $1.8 billion. But many analysts and investors say that the complexes, which contain more than 11,000 apartments, will be worth far more in the future. The NY Times also said the Stuyvesant Town-Peter Cooper Village Tenants Association is pursuing a restructuring plan that would allow some tenants to purchase their apartments, while ensuring that thousands of other units remain affordable under the state's rent regulations. 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. Stuyvesant Town-Peter Cooper Village comprises 56 multi-story buildings, situated on 80 acres, and includes a total of 11,227 apartments. The loan sponsors, Tishman Speyer Properties, LP and BlackRock Realty, acquired the property with the intent of converting rent-stabilized units to market rents as tenants vacated the property; however, the conversion of units has since been determined to be illegal by the New York State Court of Appeals. In addition to the $3 billion securitized balance, there is an additional $1.5 billion of mezzanine debt held outside the trust. TPF II: S&P Downgrades Rating on $205 Mil. Facilities to 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its rating on TPF II LC LLC's $205 million in first-lien facilities consisting of a $165 million seven-year term loan ($126.97 million outstanding) and a $40 million revolving facility to 'B+' from 'BB-'. S&P also revised the recovery rating on the debt to '3' from '2', indicating meaningful (50%-70%) recovery of principal if a payment default occurs. The outlook remains negative. The ratings action is driven by the clearing price in the most recent base residual auction in the RTO (unconstrained) area of the PJM region. At $27.73 per megawatt per day for the delivery year from June 2013 to May 2014, the project will receive a blended capacity price of about $8.08 per kilowatt per year for 2013. At this level, the project will be dependent on merchant gross revenue in 2013 to cover mandatory debt service. "Given the current conditions in the merchant energy markets and its historical capacity factors, the project may be unable to generate sufficient merchant gross revenue to cover mandatory debt service," said Standard & Poor's credit analyst Theodore Dewitt. TPF used debt proceeds to finance the acquisition of two simple- cycle natural gas peaking power plants, Lincoln Generating Facility and Crete Energy Ventures, LLC, with nominal capacity of 656 MW and 328 MW, respectively. The project generates revenue from a tolling agreement for energy and capacity at the Lincoln facility (through May 2011, merchant thereafter) in addition to Crete's merchant energy and capacity sales in the Commonwealth Edison region of the PJM Interconnection. The negative outlook reflects the concern that low capacity prices in the RTO region may continue through the maturity of the debt, making the project dependent on merchant energy margins to achieve sufficient cash flows for debt service. In light of the recent base residual auction for the 2013/2014 delivery year that resulted in a blended price of $8.08/kW-year for 2013, it is Standard & Poor's view that 2013 will be a difficult year for the project. Should merchant energy markets remain soft, this will have the dual impact of slowing the pace of the amortization of the term loan as well as challenging the project's ability to have sufficient cash flows to cover debt service in 2013. A slow rebound in merchant energy markets leading up to the maturity of the term loan could result in further downward pressure on the rating. The strengthening of merchant energy markets combined with a marked increase in 2014 capacity prices after the 2014/2015 base residual auction could allow us to return the outlook to stable. TRACY CANTREL: Files for Chapter 7 Bankruptcy Protection -------------------------------------------------------- Tracy Cantrel and his wife, Kristine, filed for bankruptcy under Chapter 7 liquidation two days after vowing to complete the remaining orders to fulfill Horst Co.'s outstanding contracts, one including 11 cat condos secured by an $11,000 deposit on the work by an Ottawa, Kan., animal shelter, according to Sharon Dunn at The Tribune. Ms. Dunn, citing court documents, says the Cantrels have more than $1.26 million in debts owed to local and out-of-state businesses and agencies, including more than $533,000 in business loans and lines of credit with Advantage Bank. Tracy Cantrel owns Horst Co. TRIBUNE CO: Removal Period Extended Until October 29 ---------------------------------------------------- Bankruptcy Judge Kevin Carey extended Tribune Co. and its units' time within which they may file notices of removal of related proceedings under Rule 9027 of the Federal Rules of Bankruptcy Procedure to October 29, 2010. The Debtors certified to the Court that no objection was filed as to the request. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). Sidley Austin LLP serves as the Debtor's bankruptcy counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wells Fargo, U.S. Trustee Oppose Incentive Plan ----------------------------------------------------------- To recall, Tribune Co. is seeking approval to pay roughly $21 million in bonuses to its managers and other key employees, under its 2010 management incentive plan. Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, complains that while Tribune Company and its debtor affiliates argue for "shared sacrifice" in addressing collective bargaining issues with their unions, they fail to understand what that concept means when it comes to compensating their management. According to Ms. DeAngelis, if Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware approves the Motion, the Debtors will have been authorized to pay more than $100 million in cash bonuses to their management during these cases. Ms. DeAngelis asks the Court to continue the hearing on the Motion. She says the Debtors are prosecuting a plan of reorganization, which (i) seeks to revive the transition management incentive plan and key operators bonus plan, which the Court previously took under advisement in connection with the Debtors' 2009 bonus plan motion, and (ii) adds an equity component to management's proposed compensation. Given that the Debtors seek approval of part of management's post- emergence compensation in the Motion, the Court should consider the 2010 management incentive plan in connection with the TMIP, the KOB and the Equity Incentive Plan at the hearing on confirmation of the Debtors' plan of reorganization to avoid addressing management compensation issues piecemeal, Ms. DeAngelis asserts. Alternatively, she maintains, the Motion should be continued in order to afford her and other parties-in-interest ample opportunity to conduct discovery regarding the 2010 MIP. According to Ms. DeAngelis, the 2010 MIP raises the same issues she previously identified in connection with the Debtors' 2009 bonus plan motion. According to Ms. DeAngelis, the Debtors do not adequately address the issue of whether the 2010 MIP is a retention plan and the Debtors do not attempt to justify the operating cash flow metric as establishing real hurdles for management to achieve. Furthermore, Ms. DeAngelis adds, the Motion seeks approval of an out-of-the-ordinary-course bonus plan that is not justified at this juncture of the cases. "The debtors themselves have proposed a reorganization plan, which promises nothing or next-to-nothing for various classes of Tribune creditors," Ms. DeAngelis says. "Now is not the time for yet another round of bonuses." The U.S. Trustee leaves the Debtors to their burden to demonstrate that implementation of the 2010 MIP is justified by the facts and circumstances of their bankruptcy cases. With regard to the Seal Motion, the U.S. Trustee says she is presently reviewing the part of the Mercer Report sought to be filed under seal. The U.S. Trustee notes that the Debtors have the burden of demonstrating that the information contained in the part of the Mercer Report sought to be filed under seal is "confidential commercial information" for purposes of Section 107(b) of the Bankruptcy Code. In a separate filing, Wells Fargo Bank, N.A., solely as successor administrative agent under a $1.6 billion Senior Unsecured Interim Loan Agreement, dated as of December 20, 2007, avers that the propriety of the distribution to insiders should not be immunized from review under the rigors of Section 1129 of the Bankruptcy Code simply because the Debtors have sought authority to make them by way of a contemporaneous motion, rather than including the request in the plan itself. The Bridge Agent contends that all of the incentive plans should be considered together at confirmation. Wells Fargo asserts that given the fact that the payments envisioned by the 2010 MIP will not be made in any event until after the Debtors' plan comes on for confirmation, there is no reason to consider the request apart from or prior to confirmation. * * * The hearing on the Motion has been rescheduled to August 11, 2010. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). Sidley Austin LLP serves as the Debtor's bankruptcy counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wins OK for Ernst & Young as Valuator ------------------------------------------------- Tribune Co. and its units received the Court's authority to modify the scope of employment of Ernst & Young LLP to include certain valuation services in connection with the application of fresh start accounting nunc pro tunc to April 19, 2010. Brian Litman, vice president/corporate controller of Tribune Company, relates that assistance with the valuation of their assets for the purposes of fresh start accounting was not among the services that Ernst & Young or the Debtors contemplated under the existing engagement letters and statement of work that were the basis of the Application and the Supplemental Application, nor has it been necessary for the Debtors to retain an outside professional to assist with those services. Specific tasks to be performed by Ernst & Young in connection with the Debtors' valuation of fresh start accounting include, among others: (a) consideration of applicable economic, industry, and competitive environments, including relevant historical and future estimated trends; (b) application of Income, Market and Cost Approaches to v value; (c) preparation of a narrative report summarizing the methodologies employed in the valuation analysis, the assumptions upon which the analysis was based, and Ernst & Young's recommendations; (d) allocation of the business enterprise value of Tribune Company to its reporting units; (e) consideration of applicable economic, industry, and competitive environments in which the Debtors' reporting units operate; (f) analysis and valuation of the Debtors' tangible personal property, including (i) leasehold improvements; (ii) machinery and equipment; (iii) spare parts inventory; (iv) warehouse equipment; (v) vehicles; and (vi) other assets; (g) analysis and valuation of the Debtors' intangible assets, including mastheads, subscriber relationships, advertiser relationships, commercial printing and distribution agreements, network affiliation agreements, MSO agreements, FCC licenses, database technology, and assembled workforce; and (h) reconciliation and componentization of significant tangible personal property to assign fair values to the Debtors' individual assets and to reconcile to the historical tax basis for the individual assets. Ernst & Young estimates that its fees in connection with the Fresh Start Accounting will range from approximately $600,000 to $700,000 in total. The Debtors relate that as a result of their request that Ernst & Young commence the Fresh Start Accounting Valuation Services prior to the finalization of the SOW and the filing of the Second Supplemental Application, Ernst & Young has incurred approximately $35,000 in fees since April 19, 2010. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). Sidley Austin LLP serves as the Debtor's bankruptcy counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRICO MARINE: Solicits Consents from Senior Secured Noteholders --------------------------------------------------------------- Trico Shipping AS said it is soliciting consents from holders of its 11.875% senior secured notes due 2014 to: i) modify certain covenants, defaults, remedies, definitions and related provisions contained in the indenture, dated as of October 30, 2009, among Trico Shipping, as issuer, the guarantors identified therein and Deutsche Bank National Trust Company, as trustee thereunder, pursuant to which the Shipping Notes were issued, and ii) waive certain defaults and events of default and rescind any acceleration of principal or interest under the Shipping Indenture related thereto in the event that certain defaults of the Shipping Notes have occurred prior to the proposed amendments becoming operative. About Trico Marine Woodlands, Texas-based Trico Marine Services is a provider of support vessels for the offshore oil and natural-gas industry. At March 31, 2010, the Company had total assets of $1,013,628,000 against total liabilities of $985,940,000. Trico Marine has failed to make the $8.0 million interest payment on $202.8 million in aggregate principle amount of its 8.125% secured convertible debentures due 2013. On June 17, 2010, the 30-day grace period permitted under the 8.125% Indenture expired, triggering an Event of Default. The Troubled Company Reporter on June 16, 2010, said Trico Marine has signed a revised loan agreement on June 11 requiring the company to file under Chapter 11 no later than Sept. 8. The agreement with affiliates Tennenbaum Capital Partners LLC provides for converting the existing $25 million revolving credit commitment into a $25 million term loan commitment. Nordea Bank Finland plc, New York Branch, as collateral agent, Obsidian Agency Services, Inc., as administrative agent, also signed the agreement. As reported by the TCR on June 15, 2010, Trico said that it and Evercore Partners are in discussions with various potential lenders and some of the Company's existing debtholders regarding obtaining additional financing in connection with a possible proceeding under Chapter 11 of the Bankruptcy Code. UNITED RENTALS: S&P Affirms Corporate Credit Rating at 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Greenwich, Conn.-based United Rentals Inc and its subsidiary United Rentals (North America) Inc., including the 'B' corporate credit rating. At the same time, S&P revised the outlook to stable from negative. "The ratings affirmation and outlook revision reflect S&P's expectation that URI's credit measures will remain in line with its expectation for the ratings, and that the company will maintain adequate liquidity," said Standard & Poor's credit analyst Helena Song. The ratings on URI reflect its highly leveraged financial profile, with high debt levels and an aggressive financial policy. The company's fair business risk profile only partially offsets these factors. URI's fair business profile primarily reflects its leading position in the cyclical, highly competitive, and fragmented equipment rental industry. URI is the biggest player in the market, with a large and diverse rental fleet. The company has good geographic and customer diversification. It also benefits from good economies of scale for purchasing rental equipment, and has more flexibility to transfer equipment among branches. Standard & Poor's expects the company to operate within credit measures commensurate for the ratings. However, S&P could lower the ratings if a worse-than-expected market downturn and/or debt- financed activities weaken liquidity or result in a meaningful deterioration of credit measures, for example, debt to EBITDA higher than 6x. Conversely, if the long-term competitiveness of URI's business remains healthy, and the company's credit measures, liquidity, and financial policies support this trend, S&P could raise the ratings on the company. VALENCE TECH: Panel Approves Salary & Target Bonus to CEO Kanode ---------------------------------------------------------------- The Compensation Committee of Valence Technology, Inc., a Delaware corporation, approved the salary and target bonus to be paid to the Company's Chief Executive Officer and President, Robert L. Kanode, for his employment during the Company's 2011 fiscal year. In addition, the Committee approved the terms of an award to Mr. Kanode of performance-based stock options that are eligible to vest contingent on the satisfaction of certain performance goals with respect to the Company's 2011, 2012 and 2013 fiscal years. Salary and Bonus. The Committee approved a base salary of $250,000.00 for Mr. Kanode for the fiscal year ending March 31, 2011. Additionally, the Committee approved Mr. Kanode's eligibility to earn a bonus of $100,000.00 contingent on the Company's achievement of both a revenue and an earnings before interest and taxes target with respect to the 2011 fiscal year. Mr. Kanode is eligible to receive an additional bonus of $50,000.000 in the event the Company exceeds both of these fiscal 2011 revenue and EBIT targets by at least 25%. The Committee set the targets for such bonuses as "stretch" goals in order to provide incentives for management to significantly improve the Company's revenue and net operating income (loss) results in fiscal 2011. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. PMB Helin Donovan LLP expressed substantial doubt about Valence Technology Inc.'s ability as a going concern. The Company has incurred operating losses each year since its inception in 1989 and had an accumulated deficit of $581 million as of March 31, 2010. For the fiscal years ended March 31, 2010, 2009, and 2008 the Company sustained net losses available to common stockholders of $23.2 million, $21.4 million, and $19.6 million, respectively. WASHINGTON MUTUAL: Gets D&O Coverage for Recent Litigated Matters ----------------------------------------------------------------- As previously reported, Bankruptcy Judge Mary Walrath modified the automatic stay under Section 362(d) of the Bankruptcy Code to allow advancement or payment by third party insurance companies pursuant to the WaMu Financial Institution Blended Program Policy No. 509/QA015407 of defense costs previously incurred, presently being incurred, or to be incurred by the Debtors' present and former directors and officers in connection with these matters: 1. The WaMu ERISA Litigation, pending in the U.S. District Court for the Western District of Washington 2. The action entitled Buus v. WaMu Pension Plan, pending in the U.S. District Court for the Western District of Washington 3. Subpoenas for Records directed to WaMu Savings Plan and Washington Mutual, Inc., as initiated by the U.S. Department of Labor Through an amended order, the Bankruptcy Court allowed third party insurance carriers to advance and pay outstanding and future defense costs incurred by the WaMu Savings Plan in connection with both Informal Case No. 71-009740 and Subpoena Case No. 71-009705. Both Informal Cases refer to the same investigation relating to subpoenas directed to WaMu Savings Plan and Washington Mutual, Inc., from the U.S. Department of Labor. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates that for the periods from May 1, 2008 to May 1, 2009 and from September 26, 2008 to September 26, 2009, WaMu purchased from XL Specialty Insurance Company (i) Management Liability and Company Reimbursement Insurance Policy No. ELUI04380-08 -- the "2008/2009 Primary D&O Policy;" and (ii) Management Liability and Company Reimbursement Insurance Policy No. ELUI083435-08 -- the "DIP Primary D&O Policy." The XL Policies, according to Mr. Collins, each provides $25 million of insurance coverage to WaMu, and may be implicated by these "new matters" that involve the Debtors and their directors and officers: * Solton v. Killinger, et al. * City of San Buenaventura v. Killinger, et al. * Sweet et al. v. Killinger, et al. * Flaherty & Crumrine Preferred Income Fund Inc., et al. v. Killinger, et al. * Investigation of Washington Mutual, Inc., by Task Force of Federal Agencies, including the U.S. Department of Justice * Formal Orders of Investigation by the Federal Deposit Insurance Corporation * Investigation by United States Senate Permanent Subcommittee on Investigations * Investigation by Financial Crisis Inquiry Commission The litigations with respect to the New Matters are pending in the U.S. District Court for the District of Washington. By virtue of Section 362 of the Bankruptcy Code, the New Matters are automatically stayed as against the Debtors to the extent the Debtors are named as defendants. The New Matters, however, are not stayed with respect to the Individual Defendants who are entitled to coverage. Consequently, the Individual Defendants have incurred, and will continue to incur, significant defense costs in connection with the New Matters, Mr. Collins explains. By this supplemental motion, the Debtors seek further relief from the automatic stay, to the extent applicable, to allow the D&O carriers for the 2004/2005 and 2007/2008 D&O Policies and the policies for the 2008-2009 coverage period to advance and pay outstanding and future defense costs incurred by the Individual Defendants in connection with the New Matters. WaMu's D&O Carriers have expressed a willingness to pay previously incurred defense costs and fees and advance defense costs and fees to the Individual Defendants with respect to the New Matters, Mr. Collins tells the Court. Mr. Collins clarifies that the Debtors are neither seeking determination of any D&O Carrier's obligation to pay any particular expense or claim of the Individual Defendants nor asking the Court to determine which, if any, of the D&O Policies apply to particular Matter. "The Debtors seek only a modification of the [S]tay, to the extent it applies, to allow the D&O Carriers to fulfill their obligations, whatever they may be, to pay prepetition and postpetition claims and expenses of the Individual Defendants pursuant to the D&O Policies," Mr. Collins says. * * * Judge Walrath grants the Debtors' request. To address informal comments from certain plaintiffs in the New Matters, the Court rules that any advancement of defense costs in accordance with the terms and conditions of the Policies will not be subject to challenge by the Debtors, their creditors, the Official Committee of Unsecured Creditors or other parties-in- interest. Judge Walrath further clarifies that the Court's recent order: -- is without prejudice to any party-in-interest's position on whether the proceeds of the policies constitute property of the Debtors' estates, and all parties-in- interest; -- will not be deemed to represent an adjudication of the question of whether the proceeds of the Policies are property of the Debtors' estates subject to Section 362(a) of the Bankruptcy Code; and -- is without prejudice to the right of the Creditors' Committee to seek injunctive relief from the Court with respect to the Policies and any related payments. Judge Walrath's ruling is consistent with a certification delivered by the Debtors. 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: Objects to $8 Million Illinois Tax Claims ------------------------------------------------------------ Washington Mutual Inc. and its units ask Bankruptcy Judge Mary Walrath to expunge Claim No. 2803 for $8,917,926 filed by the Illinois Department of Revenue for payment of taxes, penalties, and interest with respect to the taxable period from January 1, 2003 to December 31, 2004. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, argues that the liabilities asserted under the Illinois Claim are based on the activities of entities other than WaMu in Illinois. WaMu, he cites, merely filed tax returns on behalf of the Washington Mutual Bank entities conducting business in Illinois. To the extent any of the WMB Entities is liable for tax obligations assessed by the Illinois DOR, that liability may only be asserted against that WMB Entity, he maintains. Consequently, because one or more of the WMB Entities is the appropriate entity against which the Illinois Claim should be asserted, the Debtors object to the allowance of the Claim. Moreover, Mr. Collins says, the Illinois Claim provides no basis for the liabilities asserted. Because there is no identifiable basis for the Illinois Claim, it should be disallowed, Mr. Collins avers. 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 Consortium Wants JPM to Produce Docs. ------------------------------------------------------------ A consortium of holders of interests subject to treatment under Class 19 of the Debtors' Joint Chapter 11 Plan of Reorganization, as amended, asks Judge Walrath to compel JPMorgan Chase to produce by June 30, 2010, (i) all non-privileged documents responsive to the TPS Consortium's document requests; and (ii) a full privilege log describing the recipients, subject matter and claimed privilege related to all documents. 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 Rule of Bankruptcy Procedure. Moreover, reasonable discovery from JPMorgan concerning the Debtors' Plan -- under which JPMC is proposed to receive significant value and benefits, including extraordinarily broad, non-consensual releases and exculpations -- is warranted, according to Kathleen Campbell Davis, Esq., at Campbell & Levine LLC, in Wilmington, Delaware. Ms. Davis relates that as directed by the Court at the hearing held on June 3, 2010, the TPS Consortium met and conferred with JPMorgan, among others, to seek reasonable discovery of JPMorgan related to the benefits and value JPMorgan has negotiated for itself under the Plan and the Global Settlement Agreement contained in the Plan. JPMorgan initially stated, however, that it will not search for responsive documents within any documents that were created by Washington Mutual Bank or Washington Mutual, Inc. before September 25, 2008. "Instead, JPMC has offered that it will make the documents within its possession available to the Debtors, and the Debtors can search them if they so wish," Ms. Davis notes. JPMorgan subsequently agreed to serve its response to the TPS Consortium's Document Requests. However, Ms. Davis points out, the Response "is wholly inadequate" in that JPMorgan has represented that it will only produce three categories of documents that it unilaterally defined. Specifically, JPMorgan has stated that it will produce (i) settlement communications; (ii) documents provided to the U.S. Senate Subcommittee on Investigations; and (iii) documents "sufficient to show how WMB's assets were recorded on JPMC's financial statements and reasonable documentation on how JPMC arrived at those valuations." "JPMC cannot simply pick and choose whatever it sees fit to provide," Ms. Davis argues on behalf of the TPS Consortium. The TPS Consortium asks Judge Walrath to consider approval of its Motion at the June 17, 2010 omnibus hearing, and to direct objections to be served by that same date. The TPS Consortium notified the Court that it also sent document production requests to the Office of Thrift Supervision and Federal Depository Insurance Corporation. JPMorgan, OTS Respond JPMorgan argues that the TPS Consortium does not just want documents from key custodians, but also wants any and all documents relating to the seizure and sale of the operations of Washington Mutual Bank in September 2008. That particular request refuses to heed the limitation established by the Court with respect to discovery, JPMorgan complains. The TPS Consortium's documents requests "are not designed to drive the Plan confirmation discovery process to a sensible and timely result," says Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, on behalf of JPMorgan. Accordingly, JPMorgan asks Judge Walrath to issue a protective order relieving it of any obligation to respond to the pending formal and informal discovery requests, to the extent they are beyond the scope of the JPMC Proposed Discovery. The OTS, for its part, argues that TPS' document request "is improper" because it allows only four days for OTS to file objections and only 19 days to comply, as opposed to the 30-day response deadline provided under Rule 34(b)(2)(A) of the Federal Rules of Civil Procedure. In addition, Martin Jefferson Davis, Esq., senior attorney at the OTS in Washington, D.C., contends that the Document Request violates the Bankruptcy Court's instruction that claimants, respondents and principal objecting parties must meet and confer regarding discovery and report their conference to the Court during the omnibus hearing scheduled for June 17, 2010. "The Court's clear direction was that there was to be no discovery of third parties initiated in the interim." Moreover, the Document Requests is improper because the Requests relate to documents "that are overly broad, unduly burdensome and expensive, and provide an unreasonably short time for compliance," Mr. Davis says. 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). WEST ORANGE: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: West Orange Business Center, LLC 4312 Down Point Lane Windermere, FL 34786 Bankruptcy Case No.: 10-10741 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Judge: Arthur B. Briskman Debtor's Counsel: Kenneth D. Herron, Jr., Esq. 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: kherron@whmh.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 7 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10741.pdf The petition was signed by Winston D. Schwartz, manager. WILLBROS GROUP: Awarded Boreal Pipeline Construction ---------------------------------------------------- Willbros Group, Inc.'s Canadian unit, Willbros Canada, has been awarded construction of the Williams Energy Canada Boreal Pipeline. The new 12-inch diameter pipeline will transport high vapor pressure liquids approximately 420 km from Williams' Liquid Extraction Plant north of Fort McMurray to their Redwater Olefins Facility northeast of Edmonton, Alberta. Construction will be completed in three construction seasons commencing in the fall of 2010 with final completion in the spring of 2012. Randy Harl, President and Chief Executive Officer, commented, "Willbros has a long history working with Williams, and I am pleased that we continue to play a part in their infrastructure development. This award is particularly significant for Willbros as visibility in our Canadian pipeline construction unit now extends into 2012. We continue to see increasing opportunities in Canada and our recent awards in this market demonstrate that Willbros is able to offer superior quality and value." 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. WILLBROS U.S.: Moody's Cuts Rating on $475 Mil. Loan to 'B2' ------------------------------------------------------------ Moody's Investors Service lowered the rating on Willbros United States Holdings Inc.'s proposed $475 million bank credit facilities to B2 from Ba3 and withdrew the B3 rating on the proposed $250 million second priority senior secured notes issue of Holdings' parent, Willbros Group, Inc. At the same time, Moody's affirmed the B2 corporate family rating, the B2 probability of default rating and the SGL-3 speculative-grade liquidity rating of Willbros and repositioned these ratings to Holdings. The ratings outlook remains stable. The rating action reflects a further revision to Willbros' financing plan for the acquisition of InfrastruX Group, Inc. Willbros will now revert to its original financing plan, which includes a $300 million first priority senior secured term loan B (up from $50 million) and $175 million first priority senior secured revolver (unchanged). With total rated debt remaining unchanged, the updated financing plan has no impact on the B2 corporate family rating. The rating downgrade to the bank credit facilities reflects the elimination of the cushion of the second lien notes in the priority of claim. Issuer: Willbros Group Inc. -- $250 million 2nd Lien Senior Secured Notes, Withdrawn B3, LGD4, 63% Issuer: Willbros United States Holdings Inc. -- Corporate Family Rating, Assigned B2 (repositioned from Willbros Group Inc.) -- Probability of Default Rating, Assigned B2 (repositioned from Willbros Group Inc.) -- Speculative Grade Liquidity Rating, Assigned SGL-3 (repositioned from Willbros Group Inc.) -- $175 million Senior Secured Revolver, Downgraded to B2, LGD3, 44% from Ba3, LGD2, 23% -- $300 million Senior Secured Term Loan, Downgraded to B2, LGD3, 44% from Ba3, LGD2, 23% Moody's most recent rating action was on May 19, 2010, when Moody's assigned ratings to Willbros' revised debt transaction. Headquartered in Houston, Texas, Willbros United States Holdings Inc is a wholly-owned subsidiary of publicly traded Willbros Group, Inc. The companies provide engineering and construction services to the oil, gas and power industries. Pro-forma for the acquisition of InfrastruX, revenues totaled approximately $1.9 billion in 2009. WORTH CLEANERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Worth Cleaners, Inc. 125 Brown Springs Road Montgomery, AL 36117 Bankruptcy Case No.: 10-31645 Chapter 11 Petition Date: June 21, 2010 Court: U.S. Bankruptcy Court Middle District of Alabama (Montgomery) Judge: William R. Sawyer Debtor's Counsel: Debora Palmer, Esq. Clenney & Palmer, L.L.C. P.O. Box 241154 Montgomery, AL 36124 Tel: (334) 262-0400 Fax: (334) 262-0464 E-mail: debrapalmer@bellsouth.net 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 $2,415,433 while debts total $1,342,453. 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/almb10-31645.pdf The petition was signed by Stephen D. Worth, president. ZICRON CORPORATION: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Zicron Corporation c/o Law Offices of Jaak Olesk 468 N Camden Drive, 2nd Floor Beverly Hills, CA 90210 Bankruptcy Case No.: 10-34864 Chapter 11 Petition Date: June 18, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Barry Russell Debtor's Counsel: Jaak Olesk, Esq. 468 North Camden Drive, 2nd Floor Beverly Hills, CA 90210 Tel: (310) 860-4799 Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-34864.pdf The petition was signed by Lilo Beuzieron, president. * Moody's Indicators Remain Positive for Spec-Grade Credit Quality ------------------------------------------------------------------ Trends remain positive for Moody's B3 Negative and Lower Corporate Ratings List and most of Moody's other proprietary indicators of speculative-grade credit quality in the U.S., despite recent weakness in the bond market, said Moody's Investors Service in a new report. Although European sovereign debt concerns have led to sharply wider spreads and a decline of high-yield debt issuance in the U.S., Moody's B3 Negative and Lower list has continued to show the improvement that began in the second half of 2009, the report said. As of June 1, the list was down to 209 companies, compared with 288 a year earlier. During the past three months, just 11 companies were added to the list, compared with 14 in the previous quarter and a peak of 161 in the fourth quarter of 2008. Companies are added to the list when their Probability of Default Rating is downgraded to Caa1 or lower, or when a B3-rated company receives a negative outlook or has its rating placed under review for a possible downgrade. Despite the positive trend, in the absence of a meaningful upturn in business conditions some companies on the B3 Negative and Lower list could find themselves challenged to refinance upcoming maturities, said David Keisman, senior vice president at Moody's. "A modest economic recovery would provide revenue and cash flow sufficient to service existing borrowings, but some issuers would be pressed to repay maturing debt and would need to remain highly leveraged in a slow-growth economy," he said. Another Moody's indicator with a positive trend is the ratio of upgrades to downgrades for rated companies in the Americas. Overall, there have been an increasing number of rating upgrades since last fall, the report said. The ratio -- which includes investment-grade and speculative-grade issuers -- hit 245% in May, just short of a cyclical peak it reached in January 2010. Moody's forecast model for the U.S. speculative-grade default rate also remains positive. The default rate fell to 7.9% in May from 9.5% in the prior month and 14.5% at its peak in November 2009. Moody's forecasts that the default rate will fall to 2.7% by the end of 2010 and 2.1% a year from now. One Moody's indicator had a recent pause in its more than year- long string of improvements. Moody's Liquidity-Stress Index stayed flat at 4.8% in May. This measure of the percentage of companies that carry Moody's lowest Speculative-Grade Liquidity (SGL) rating is down from 20.9% in March 2009, and has improved in the past 13 consecutive months as a robust credit market has enabled companies to refinance debt and amend credit agreements, the report said. The index is signaling the best liquidity for SGL-rated companies in five years. * Grant Thornton Aided Successful Chapter 11 Exit for Saratoga -------------------------------------------------------------- Saratoga Resources, Inc., has emerged from Chapter 11 bankruptcy protection with the aid of restructuring advisor Grant Thornton LLP. Amidst a challenging energy marketplace, Saratoga initially filed for Chapter 11 on March 31, 2009. On May 14, 2010, Saratoga Resources filed with the U.S. Bankruptcy Court a notice of satisfaction of the conditions of effectiveness of its Modified Third Amended Plan of Reorganization, whereupon the Company, and its subsidiaries, emerged from Chapter 11 bankruptcy protections. With the aid of Grant Thornton's Corporate Advisory & Restructuring Services (CARS), Saratoga rendered several successful outcomes over the past year. In conjunction with the Company's exit from bankruptcy, the Company entered into amendments extending and modifying certain terms of its principal credit facilities. Under the terms of the Company's plan of reorganization, among other provisions, all creditors of the Company and its debtor subsidiaries holding allowed claims will be paid in full and all equity holders will retain their existing shares. "Restructuring Saratoga was a challenging project with a positive conclusion. They are poised for growth in the shallow waters of Louisiana. Saratoga emerges as a strong, stable enterprise," said Loretta Cross, Houston-based managing partner at Grant Thornton LLP. "We are pleased to aid Saratoga's restructuring process, keeping their assets intact while restructuring their relationship to creditors." Grant Thornton's Energy Advisory Team has been active in several successful restructurings in 2010, including Flying J, the largest retail distributor of diesel fuel in North America, and TXCO Resources, an independent oil and gas enterprise. Andy Clifford, President of Saratoga, said, "I wish to extend my gratitude to our financial advisors, Grant Thornton LLP. Their resources and industry experience greatly facilitated the restructuring process." About Grant Thornton Grant Thornton LLP's Corporate Advisory & Restructuring Services (CARS) group includes more than 100 professionals in 10 offices. We work closely with the global Restructuring & Recovery practice of Grant Thornton International, a preeminent practice comprised of several hundred restructuring professionals. The group's professionals possess extensive experience with both bankruptcy and out-of-court restructuring, spanning many industries, including energy, automotive, gaming and hospitality, healthcare, manufacturing, real estate and retail. About Grant Thornton LLP The people in the independent firms of Grant Thornton International Ltd provide personalized attention and the highest- quality service to public and private clients in more than 100 countries. Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd, one of the six global audit, tax and advisory organizations. G rant Thornton International Ltd and its member firms are not a worldwide partnership, as each member firm is a separate and distinct legal entity. About Saratoga Resources Saratoga Resources Inc. (OTCBB: SROEQ) is an independent exploration and production company with offices in Houston and Covington. Saratoga engages in the acquisition and development of oil and gas producing properties that allow the Company to grow through low-risk development and risk-managed exploration. Saratoga operates 14 fields in Louisiana and Texas with 106 active producing wells. Current net production is roughly 3,000 barrels of oil equivalent per day -- BOEPD -- with 70% oil versus gas. Principal holdings cover 37,756 gross (34,246 net) acres, mostly held-by-production, located in the state waters offshore Louisiana. Saratoga Resources, Inc., and certain operating subsidiaries filed on March 31, 2009, voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Western District of Louisiana in Lafayette, Louisiana. Saratoga is being advised by its legal counsel, Adams & Reese LLP; its investment banker, Pritchard Capital Partners LLC; and its financial advisor, Ambrose Consulting LLC. The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead Case No. 09-50397). Robin B. Cheatham, Esq., at Adams & Reese LLP, represents the Debtors in their restructuring effort. The Debtors listed between $100 million and $500 million each in assets and debts. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re LIC, LLC Bankr. N.D. Ala. Case No. 10-03591 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/alnb10-03591.pdf In Re John Mark Smith Bankr. E.D. Ark. Case No. 10-14265 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/areb10-14265.pdf In Re Jose Luis Ordonez Hortencia Ordonez Bankr. C.D. Calif. Case No. 10-17149 Chapter 11 Petition Filed June 14, 2010 Filed As Pro Se In Re Robert Wallace Nygaard, Jr. aka Bob Nygaard Bankr. N.D. Calif. Case No. 10-12246 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/canb10-12246.pdf In Re John Edward Garrity Bankr. M.D. Fla. Case No. 10-05146 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/flmb10-05146.pdf In Re Collette L. Gunby Bankr. N.D. Ga. Case No. 10-77427 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/ganb10-77427.pdf In Re Tamar, Ltd. dba Life-Women's Health Center Bankr. N.D. Ill. Case No. 10-26560 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/ilnb10-26560.pdf In Re Yarberry Enterprises, Inc. Bankr. W.D. Ky. Case No. 10-10945 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/kywb10-10945.pdf In Re Zalman Sandon Bankr. D. N.J. Case No. 10-28107 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/njb10-28107.pdf In Re Joseph Frazier Bankr. E.D. Pa. Case No. 10-14858 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/paeb10-14858p.pdf See http://bankrupt.com/misc/paeb10-14858c.pdf In Re Torque Transport LLC Bankr. E.D. Tenn. Case No. 10-13426 Chapter 11 Petition Filed June 14, 2010 See http://bankrupt.com/misc/tneb10-13426p.pdf See http://bankrupt.com/misc/tneb10-13426c.pdf In Re Robert James Simpson Bankr. N.D. Calif. Case No. 10-46777 Chapter 11 Petition Filed June 15, 2010 Filed As Pro Se In Re Vargas Construction, Inc. Bankr. D. Colo. Case No. 10-24914 Chapter 11 Petition Filed June 15, 2010 See http://bankrupt.com/misc/cob10-24914.pdf In Re RJC Land Trust Bankr. M.D. Fla. Case No. 10-05163 Chapter 11 Petition Filed June 15, 2010 See http://bankrupt.com/misc/flmb10-05163.pdf In Re UA Group Development LLC Bankr. N.D. Ill. Case No. 10-26821 Chapter 11 Petition Filed June 15, 2010 See http://bankrupt.com/misc/ilnb10-26821p.pdf See http://bankrupt.com/misc/ilnb10-26821c.pdf In Re Apnaghar, LLC Bankr. D. Md. Case No. 10-23492 Chapter 11 Petition Filed June 15, 2010 See http://bankrupt.com/misc/mdb10-23492p.pdf See http://bankrupt.com/misc/mdb10-23492c.pdf In Re Sunset Trace Inc. Bankr. D. N.J. Case No. 10-28372 Chapter 11 Petition Filed June 15, 2010 Filed As Pro Se In Re RMS Yorktown Development, Corp. Bankr. S.D. N.Y. Case No. 10-23216 Chapter 11 Petition Filed June 15, 2010 See http://bankrupt.com/misc/nysb10-23216.pdf In Re Noremac Enterprises, LLC Bankr. N.D. Texas Case No. 10-10193 Chapter 11 Petition Filed June 15, 2010 See http://bankrupt.com/misc/txnb10-10193.pdf In Re Cafe Ponza of Jackson Hole, LLC Bankr. D. Wyo. Case No. 10-20698 Chapter 11 Petition Filed June 15, 2010 See http://bankrupt.com/misc/wyb10-20698.pdf In Re Thai Ventures 001 LLC Bankr. C.D. Calif. Case No. 10-18173 Chapter 11 Petition Filed June 16, 2010 See http://bankrupt.com/misc/cacb10-18173.pdf In Re Thai Ventures 004 LLC Bankr. C.D. Calif. Case No. 10-18174 Chapter 11 Petition Filed June 16, 2010 See http://bankrupt.com/misc/cacb10-18174.pdf In Re William H. Koett DDS Inc. Bankr. E.D. Calif. Case No. 10-35762 Chapter 11 Petition Filed June 16, 2010 See http://bankrupt.com/misc/caeb10-35762.pdf In Re La Paz Holding Bankr. S.D. Calif. Case No. 10-10469 Chapter 11 Petition Filed June 16, 2010 Filed As Pro Se In Re S & S Atlantic, Inc. Bankr. M.D. Fla. Case No. 10-14354 Chapter 11 Petition Filed June 16, 2010 Filed As Pro Se In Re Delray Harbor Medical Center, Inc. Bankr. S.D. Fla. Case No. 10-27009 Chapter 11 Petition Filed June 16, 2010 See http://bankrupt.com/misc/flsb10-27009.pdf In Re Softubs ToGo, Inc. Bankr. S.D. Ind. Case No. 10-09046 Chapter 11 Petition Filed June 16, 2010 See http://bankrupt.com/misc/insb10-09046.pdf In Re Siraj Traders USA, Inc. dba Shop N Go Bankr. S.D. Texas Case No. 10-35002 Chapter 11 Petition Filed June 16, 2010 See http://bankrupt.com/misc/txsb10-35002.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***