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/raid1/www/Hosts/bankrupt/TCR_Public/110307.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 7, 2011, Vol. 15, No. 65 Headlines AES THAMES: Section 341 Meeting Scheduled for Today AHERN RENTAL: S&P Withdraws 'D' Corporate Credit Rating AIRPARK VILLAGE: Bankruptcy Filing Stays Foreclosure Action ALLIED DEVELOPMENT: Voluntary Chapter 11 Case Summary AMERICAN EQUITIES: Voluntary Chapter 11 Case Summary AMERICAN SAFETY: Merrill Demands $4.9-Mil. from Energizer AMR CORP: February Traffic Increased 2.2% Versus Last year AMR CORP: Presented at J.P. Morgan Conference on March 1 ANGIOTECH PHARMACEUTICALS: Extends Offer to Exchange Notes ARENA GARDEN: Case Summary & 6 Largest Unsecured Creditors ATAKA TAKA: Files for Chapter 11 Bankruptcy Protection ATLANTIC BROADBAND: Refinancing Won't Affect Moody's 'B1' Rating AVENUE SHOPPES: Case Summary & 4 Largest Unsecured Creditors BABY TREND: ITC Pursuing Patent Case Filed by Graco Children BALTIMORE & CHARLES: Court Confirms Plan of Liquidation BDS AND SON: Case Summary & 2 Largest Unsecured Creditors BERNARD L MADOFF: Banks Object to Trustee's Confidentiality Plan BERNARD L MADOFF: Appeals Court Hears Phony Profits Dispute BRIAR RIDGE: Case Summary & 20 Largest Unsecured Creditors BRIGHAM EXPLORATION: Reports $42.89 Million Net Income in 2010 C2AS, L.P.: Case Summary & 6 Largest Unsecured Creditors CATALYST PAPER: Gets $4.7MM Federal Funding for Port Albeni Mill CATALYST PAPER: Energy Project to Displace 100,000 Tonnes of GHGs CEDAR FUNDING: Unsecureds to Recover Up to 10% Under Plan CHAMPION ENTERPRISES: Creditors Seek to Convert Case to Chapter 7 CIT GROUP: Repays $500 Million in Second-Lien Debt CITIZENS REPUBLIC: Posts $292.9 Million Net Loss in 2010 CLAIRE'S STORES: Bank Debt Trades at 3% Off in Secondary Market CLEAR CHANNEL: Bank Debt Trades at 9% Off in Secondary Market CMP SUSQUEHANNA: Bank Debt Trades at 2% Off in Secondary Market COLLISION EXPRESS: Voluntary Chapter 11 Case Summary CONSUMER PRODUCTS: Involuntary Chapter 11 Case Summary CREST BUDGET: Files for Bankruptcy Over Lawsuit by Mortgage Holder CREST BUDGET: Case Summary & 3 Largest Unsecured Creditors CUMULUS MEDIA: Bank Debt Trades at 1% Off in Secondary Market CUMULUS MEDIA: Short-Term Bonus Awards to Executives Approved DBSD N.A.: Hearing on Rival Proposals Adjourned to March 15 DEERFIELD STATION: Case Summary & 9 Largest Unsecured Creditors DENNY'S CORPORATION: Completes Re-Pricing of Credit Facility DEVELOPERS DIVERSIFIED: S&P Assigns 'BB+' Rating to Senior Notes DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market DYNEGY INC: D. Biegler Appointed as Interim President and CEO E*TRADE FINANCIAL: Moody's Upgrades Issuer Rating to 'B2' EASTMAN KODAK: Moody's Cuts LT Rating to Caa1; Outlook Negative EASTON-BELL SPORTS: Reports $8.12-Mil. Net Income in Fiscal 2011 EASTSIDE DEVELOPMENT: Voluntary Chapter 11 Case Summary EIGER, LLC: Files for Chapter 11 Bankruptcy Protection EIGER, LLC: Case Summary & 19 Largest Unsecured Creditors ESQUIRE MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors FAIRVIEW MINISTRIES: Wants Consolidation of 5 Cases FENTURA FINANCIAL: Amendments to 1996 Stock Option Plan Okayed FIRST SECURITY: John Haddock Has $190,000 Annual Base Salary FLEXERA SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating FN BUILDING: Owner Files Payment Plan FORD MOTOR: February Retail Sales Climbed 23% Versus a Year Ago GATEHOUSE MEDIA: Incurs $26.64 Million Net Loss in 2010 GRAY TELEVISION: Reports $21.86MM Net Income in Fourth Quarter GENERAL GROWTH: NY Comptroller Defends $12-Mil. Cure Claim GENERAL GROWTH: Whalers Village Gets $80-Mil. Refinancing GENERAL MOTORS: Judge Says He Will Confirm Old GM Plan GENERAL MOTORS: Parties Oppose Approval of Trust Settlement GENERAL MOTORS: Town of Salina Objects to $28-Mil. Settlement GLOBAL TEL*LINK: Moody's Affirms 'B2' Corporate Family Rating GOLDEN GATE: Faces Chapter 11 Bankruptcy, Must Raise Funding GREAT ATLANTIC & PACIFIC: Landlords Blast Proposed Store Closures GREAT ATLANTIC & PACIFIC: U.S. Trustee Balks at Incentive Plan GREAT ATLANTIC & PACIFIC: US Trustee Opposes Trade Creditors Panel GREAT ATLANTIC & PACIFIC: Commences Suit vs. Local Union No. 863 HERITAGE CRYSTAL: Case Summary & 8 Largest Unsecured Creditors HIRAM SANCHEZ: Case Summary & 20 Largest Unsecured Creditors HOA RESTAURANT: S&P Assigns Corporate Credit Rating at 'B' HOVNANIAN ENTERPRISES: Incurs $64.14-Mil. Net Loss in 1st Qtr. HUNTINGTON INGALLS: Fitch Expects to Assigns 'BB' Issuer Rating HUNTSMAN INTERNATIONAL: S&P Assigns 'BB-' Rating to $650 Mil. Loan IEMR RESOURCES: Unable to File Audited Annual Financial Statements INT'L STORYTELLING: May Get Funding From Former Hornets Owner IRH VINTAGE: Park Project Makes Second Stab at Plan Approval KENNETH STARR: Judge Hands Down 7-Year Prison Sentence KING PHARMACEUTICALS: Moody's Withdraws 'Ba3' Corp. Family Rating KLAMATH FALLS: S&P Raises Rating on Hospital Bonds From 'BB+' LACK'S STORES: Judge OKs Austin Property Sale for $3.1-Mil. LEHMAN BROTHERS: Bank of Nova Scotia Allowed to Foreclose LEHMAN BROTHERS: Committee Opposes Fidelity's Motion to Compel LEHMAN BROTHERS: Wins Approval to Elevate Interests in Mach Gen LONGYEAR PROPERTIES: Plan Filing Period Extended to April 20 LONGYEAR PROPERTIES: Court Sets March 31 General Bar Date LONGYEAR PROPERTIES: Can Employ Hammond as Real Estate Broker LONGYEAR PROPERTIES: Condo Trust Seeks Review of Stay Relief Order MAJESTIC STAR: IRS Objects to Reorganization Plan MARKIA TOLZ: Charged in Florida with Wire Fraud MASCO CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+' MBI DEVELOPMENT: Case Summary & Largest Unsecured Creditor MEDICAL CAPITAL: Court Establishes May 1 Claims Bar Date MESA AIR: Pilots Began Negotiations With Management METROPCS COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B+' MID-AMERICAN PRODUCTS: Has Deal for Going Concern Sale of Assets MIDCONTINENT COMMUNICATION: Refinancing Won't Move Moody's Rating MIRAMAR REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors MISSION TOWERS: Amends Sale for Transfer to Union Bk. Designee MORGANS HOTEL: Incurs $83.07 Million Net Loss in 2010 MWM CARVER: Case Summary & 20 Largest Unsecured Creditors NAVISTAR INTERNATIONAL: To Webcast Q1 Results on Wednesday NEC HOLDINGS: Sues Linde for $5.7 Million in Cleanup Costs NEOMEDIA TECHNOLOGIES: Appoints Sarah Fay to Board of Directors NEW ORLEANS SEWERAGE: S&P Affirms 'BB' Rating on Bonds NEXAIRA WIRELESS: Issues 2.5MM Shares to Settle $250,000 Debt NIELSEN CO: S&P Raises Corporate Credit Rating to 'BB-' NO FEAR: Court Extends Filing of Schedules Until March 28 NO FEAR: Gets Interim Nod to Use Credit Cash NJ's Cash Collateral NO FEAR: Section 341(a) Meeting Scheduled for April 5 NPS PHARMACEUTICALS: Completes Patient Randomization in REPLACE NUVILEX INC: Appoints Gerald Crabtree as Chief Operating Officer O'CHARLEY'S INC: Moody's Gives Negative Outlook; Keeps B2 Ratings ORLEANS HOMEBUILDERS: Judges Approves First American Claims Merger OXIGENE INC: Common Stock to Trade on The NASDAQ Capital Market PREMIER ENTERTAINMENT: No Prepayment Penalty Owed to Noteholders PALM HARBOR: Cavco-Third Avenue Joint Venture Wins Auction PERRY ELLIS: Moody's Upgrades Corporate Family Rating to 'B1' PHOENIX REALTY: Case Converted to Chapter 7 Liquidation PORTER PLACE: Case Summary & 9 Largest Unsecured Creditors Q PROPERTIES: Case Summary & 5 Largest Unsecured Creditors RALPH DEVITA: Chapter 11 Filing Blocks Online Auction RASER TECHNOLOGIES: Plans to Explore Strategic Alternatives RITE AID: Regains Compliance With NYSE's Listing Requirement RIO RANCHO: Voluntary Chapter 11 Case Summary RIVER ROAD: Och-Ziff Unit Bids $53 Million for Chicago Hotel RL CARTER: Case Converted to Chapter 7; Operations Halt ROBB & STUCKY: Court OKs Procedures for Sale of Assets RPM FINANCIAL: Case Summary & 14 Largest Unsecured Creditors RUGGED BEAR: Owner of 3 Malls Object to Liquidation Sales SECURUS TECHNOLOGIES: Moody's Gives Pos. Outlook; Keeps B3 Rating SENSUS USA: Moody's Affirms 'B2' Corporate Family Rating SERRON INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors SERVICE CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba2' SIGULER GUFF: Drops Lawsuit Against Former Distressed-Debt Head STIRLING INT'L: Sotheby's in Chapter 11 to Resolve Leases STATEWIDE INC: Penguin Windows Plans to Continue Operations SUNTRUST BANKS: Fitch Affirms 'C' Individual Rating; Outlook Pos. SURF CITY: To Sell Remaining Slips While in Chapter 11 T3 MOTION: Granted $2.50 Million Promissory Note TAYLOR BEAN: Former Chairman Drops Deutsche Bank Subpoena TH BROADWAY: Case Summary & Largest Unsecured Creditor TH PROPERTIES: U.S. Trustee Tosses Out Chapter 7 Conversion Plea THOMPSON PUBLISHING: Plan Gives 20% Recovery to Unsecureds TMST INC: Moody's Withdraws 'C' Rating to Senior Unsec. Debt TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market TRICO MARINE: Announces Restructuring Support Agreement ULTIMATE ESCAPES: Court Approves Sale of Belize Assets to Friedman UNISYS CORP: Closes Sale of $2.25MM Shares of Preferred Stock UTSTARCOM INC: Employment Agreement with CEO Jack Lu Approved VALLEJO, CA: Retirees Suggest Giving Up Fire Station to Bank VERENIUM CORP: C. Riva to Retire, J. Levine to be Promoted to CEO VERENIUM CORP: Incurs $3.30 Million Net Loss in Fourth Quarter VILLAGE PLAZA: Case Summary & 3 Largest Unsecured Creditors VITESSE SEMICONDUCTOR: Common Shares Trade on NASDAQ Global VITRO SAB: Incurs US$58-Mil Consolidated Net Loss for 4Q 2010 VITRO SAB: Judge Sets March 31 Hearing, Urges Agreement WAGNER DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors WAIWAI NUI: Case Summary & 2 Largest Unsecured Creditors WARNER CHILCOTT: Moody's Assigns 'Ba3' Rating to Senior Notes WELLINGTON PLACE: Case Summary & 6 Largest Unsecured Creditors WHIRLPOOL CORP: Moody's Gives Pos. Outlook; Keeps (P)Ba1 Rating WORLD INDUSTRIAL: Voluntary Chapter 11 Case Summary YMCA OF MCHENRY: Judge Approves $1.65 Million Sale to Metropolitan * Global Corporate Default Tally Still at Three In 2011 * Moody's Says U.S. Corporate Default Rate Fell in January * Equifax Says Small Biz Bankruptcies Dropped for 6th Straight Qtr * Francisco Partners Closes $2-Bil. Middle-Market Technology Fund * Jefferies and MassMutual Increase Commitments to Joint Venture * Thompson & Knight Adds Philip Kessler to Direct NY Office * BOND PRICING -- For Week From Feb. 28 to March 4, 2011 ********* AES THAMES: Section 341 Meeting Scheduled for Today --------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in AES Thames, L.L.C.'s Chapter 11 case today, March 7, 2011, at 10:00 a.m. The meeting will be held at the US Bankruptcy Court, 844 King Street, Room 5209, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the 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. The Debtor is represented by: Adam G. Landis, Esq. Landis Rath & Cobb LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Uncasville, Connecticut-based AES Thames, L.L.C., owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. AES Thames filed for Chapter 11 bankruptcy protection on February 1, 2011 (Bankr. D. Del. Case No. 11-10334). The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led AES Thames to seek bankruptcy protection. According to court filings, based on the balance sheet as of Dec. 1, 2010, total assets were $162 million, and the Debtor has $52 million in short term liabilities and $122.6 million in long term debt. AHERN RENTAL: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its ratings on Ahern Rental Inc., including the 'D' corporate credit rating, following the company's filing of Form 1515D suspending filing of financial statements with the SEC. On Feb. 15, 2011, Ahern had elected not to make an interest payment on its notes. This default resulted in S&P's rating action on Feb. 16, in which S&P lowered its ratings on the company to 'D'. AIRPARK VILLAGE: Bankruptcy Filing Stays Foreclosure Action ----------------------------------------------------------- According to the Northern Colorado Business Report, the foreclosure sale set for March 2 for the Airpark Village property has been cancelled due to owner Airpark Village LLC's bankruptcy filing. Lender Mile High Banks, owed $5,449,000 for a loan, sought the foreclosure. The report relates that according to Debbie Morgan, Larimer County Public Trustee, the bankruptcy court has to order a relief from stay before the sale process can continue. The NCBR discloses that the Debtor, controlled by Denver-based developer Lloyd Goff, bought the former Fort Collins Downtown Airpark over six years ago with plans to develop a 150-acre mixed- use community anchored by a high-tech research park. However, no redevelopment has occurred at the site. Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on Feb. 16, 2011. Kenneth J. Buechler, Esq., at Buechler Law Office LLC, serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $15,112,195 in assets and $8,564,158 in liabilities. ALLIED DEVELOPMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Allied Development Corp. 555 Alverio St. Ext. Roosevelt San Juan, PR 00918 Bankruptcy Case No.: 11-01789 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Noemi Landrau Rivera, Esq. LANDRAU RIVERA & ASSOCIATES P.O. Box 270219 San Juan, PR 00927-0219 Tel: (787) 273-7949 Fax: (787) 793-1004 E-mail: landraulaw@prtc.net Scheduled Assets: $1,602,259 Scheduled Debts: $1,031,810 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Irmgard Pagan Rivera, president. AMERICAN EQUITIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: American Equities, LLC 2131 W. Republic Rd., Suite 279 Springfield, MO 65807 Bankruptcy Case No.: 11-60370 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: M. Brent Hendrix, Esq. LAW OFFICE OF M. BRENT HENDRIX 1909 E. Bennett St. Springfield, MO 65804 Tel: (417) 889-8820 Fax: (417) 889-3493 E-mail: brenthendrix@sbcglobal.net Scheduled Assets: $2,900,000 Scheduled Debts: $1,267,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Stephen Cope, member/manager. AMERICAN SAFETY: Merrill Demands $4.9-Mil. from Energizer --------------------------------------------------------- Merrill Lynch Capital Services, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to compel Energizer Holdings Inc. to perform under its payment obligations under an asset purchase agreement dated Oct. 8, 2010, entered into by American Safety Razor Company, LLC, as seller, and Energizer as purchaser. As reported in the Dec. 7, 2010 edition of the Troubled Company Reporter, ASR completed the $301 million sale of its assets on Nov. 23, 2010, to Energizer. Merrill Lynch complains that pursuant to the APA, Energizer is required to promptly pay a termination amount but has refused to pay. Merrill says the Bankruptcy Court should not to permit Energizer to enjoy the benefits of its bargain while failing to carry its obligations, at the expense of parties expressly protected by the Court in the sale court order. By the terms of the APA approved by the Court on Oct. 8, 2010, Energizer assumed certain liabilities of American Safety, et al., including the termination amount owing to Merrill Lynch under the swap agreement that Merrill Lynch and ASR entered into in 2007. The Swap Agreement was terminated effective as of Aug. 5, 2010, and under the terms of the Swap Agreement, the termination amount owing to Merrill Lynch is $4,925,465. Merrill Lynch and ASR were parties to an ISDA Master Agreement and Schedule to the Master Agreement, dated Sept. 11, 2007, and trades pursuant to the Master Agreement entered into on Aug. 26, 2008, and amended on Sept. 4, 2008, Sept. 10, 2008, and Sept. 25, 2008. After the Debtors' filed for bankruptcy, Merrill Lynch sent the Debtors on Aug. 3, 2010, a letter designating an event of default and early termination date in connection with all transactions between Merrill Lynch and ASR under the Swap Agreement. The letter designated Aug. 5, 2010, as the early termination date for transactions under the Swap Agreement. The termination amount was calculated as an aggregate of: (a) a market quotation of $3,664,000, and (b) unpaid amounts owed to Merrill Lynch in the amount of $1,261,465. ASR was also a borrower under a certain credit agreement, dated as of July 31, 2006, among ASR, RSA Holdings Corp. of Delaware, as guarantor, ASR's subsidiaries party thereto, and the lenders, including UBS Ag, Stamford Branch, as issuing bank, administrative agent and collateral agent. Affiliates of Merrill Lynch were lenders under the first lien agreement from Sept. 11, 2007, to May 1, 2008. As closing of the APA neared, issues arose regarding whether the termination amount would be paid from proceeds of the sale that otherwise would have been paid to the second lien lenders. Negotiations between the Debtors, agent, the second lien lenders, Merrill Lynch and Energizer concerning how to deal with the issue resulted in the execution of an escrow letter agreement between the parties, dated Nov. 23, 2010. Pursuant to the escrow letter, ASR deposited $5,004,947 into a Wells Fargo Commercial Bank account in order to set aside sufficient funds to cover full payment of the termination amount pending a resolution of whether the termination amount should be paid from that portion of the sale proceeds. While Merrill Lynch negotiated regarding a release of the escrowed funds, the parties failed to reach a resolution that would adequately protect Merrill Lynch's rights under the APA. Energizer Objects Energizer objects to Merrill Lynch's request, explaining taht it has delivered sale proceeds to the Debtors sufficient to: (i) fully satisfy the Debtors' allowed administrative expenses, (ii) fully satisfy all of the Debtors' first-lien indebtedness, and (iii) provide a meaningful recovery to holders of the Debtors' second-lien indebtedness. "Now, Merrill Lynch wants more. Merrill Lynch seeks to hold Energizer responsible for additional liabilities of more than $5 million that Energizer did not agree to pay," Energizer stated. According to Energizer, the APA clearly states that Energizer didn't assume liabilities of the seller in respect of indebtedness arising prior to the Petition Date. Merrill Lynch initially sought to prove that the Swap Agreement was entitled to be paid from the sale proceeds as first-lien indebtedness, but subsequently acknowledged that it wasn't able to locate the letter agreement that should have been executed between the first lien agent and Merrill Lynch to perfect Merrill Lynch's status as a holder of first-lien indebtedness, Energizer says. "Having failed to substantiate initial assertions that its debt was secured as first-lien indebtedness, Merrill Lynch now wants Energizer to make it 'whole'. To do so, Merrill Lynch now argues that the Swap Agreement is an assumed liability under the APA," Energizer claimed. Energizer said, "If the Merrill Lynch claim were a secured obligation under the First-Lien Credit Agreement, such claim would have been paid in full form cash considerations paid by Energizer to the Debtors pursuant to the APA, and the $5,004,947 escrowed funds segregated for Merrill Lynch at closing. But, it was not a secured obligation. For the reasons set forth herein, it was not an assumed liability either." According to Energizer, Merrill Lynch says that it conducted a search of its records but was unsuccessful in locating an executed letter agreement to substantiate its secured party status, and thus Merrill doesn't oppose release of the escrowed funds. Merrill negotiated with Energizer and the Second Lien Lenders in an effort to reach a stipulation regarding a release of the funds. However, Merrill Lynch failed to obtain assurances from Energizer that Energizer wouldn't seek to use the fact of Merrill Lynch's release of the escrowed funds to challenge Merrill Lynch's right to recover the termination amount, Energizer points out. Merrill Lynch doesn't object per se to a release of the escrowed funds, so long as no party-in-interest, including Energizer, is permitted to take the position that in agreeing to release the escrowed funds, Merrill Lynch has somehow forfeited or otherwise negatively impacted its right to be paid the termination amount. Hearing Date The Court has set a hearing for March 10, 2011, at 2:00 p.m. Eastern Time, on Merrill Lynch's motion. Merrill Lynch is represented by Potter Anderson & Corroon LLP and Kaye Scholer LLP. Energizer is represented by Richards, Layton & Finger, P.A., and Bryan Cave LLP. About American Safety Razor American Safety Razor Company, LLC, doing business as Personna American Safety Razor, manufactures private-label shaving razors and blades. ASR also makes and distributes blades and bladed hand tools for a variety of industrial uses and specialty industrial and medical blades. The Company has roots going back to 1875. American Safety, along with affiliates, sought Chapter 11 relief (Bankr. D. Del. Case No. 10-12351) on July 28, 2010. Mark J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher & Bartlett LLP, serve as bankruptcy attorneys. Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP, is co-counsel. In addition, Lazard Middle Market LLC is the investment banker and Kurtzman Carson Consultants LLC is the claims and notice agent. At Dec. 31, 2010, the Debtor's balance sheet showed $10.2 million in total assets, $8.5 million in total liabilities, and stockholders' equity of $1.7 million. AMR CORP: February Traffic Increased 2.2% Versus Last year ---------------------------------------------------------- American Airlines reported that its February traffic increased 2.2% versus the same period last year. Capacity increased 3.1% year over year, resulting in a load factor of 74.8%, 0.7 points lower than the same period last year. International traffic increased by 6.0% relative to last year on a capacity increase of 8.5%. Domestic traffic was consistent year over year on 0.2% less capacity. American boarded 6.0 million passengers in February. A full-text copy of the press release announcing the February Traffic is available for free at: http://ResearchArchives.com/t/s?746a About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet at Dec. 31, 2010, showed $25.09 billion in total assets, $29.03 billion in total liabilities and a $3.94 billion stockholders' deficit. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. AMR CORP: Presented at J.P. Morgan Conference on March 1 -------------------------------------------------------- Beverly Goulet, vice president of Corporate Development and treasurer of American Airlines, Inc., a subsidiary of AMR Corporation, spoke at the J.P. Morgan High Yield & Leveraged Finance Conference on Tuesday, March 1, 2011. Ms. Goulet's presentation focused on AMR's recent financial performance and the outlook for the future. A copy of the slide presentation is available for free at: http://ResearchArchives.com/t/s?7462 About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet at Dec. 31, 2010, showed $25.09 billion in total assets, $29.03 billion in total liabilities and a $3.94 billion stockholders' deficit. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. ANGIOTECH PHARMACEUTICALS: Extends Offer to Exchange Notes ----------------------------------------------------------- Angiotech Pharmaceuticals, Inc. has extended its offer to exchange new senior floating rate notes due 2013 for all of its outstanding Senior Floating Rate Notes due 2013 to 11:59 p.m. New York City time on March 30, 2011. The Exchange Offer was originally scheduled to expire at 11:59 p.m. New York City time on March 17, 2011. The Company also announced that in connection with the previously announced Sixth Agreement to Amend the Floating Rate Note Support Agreement it delivered a supplement to the Offering Memorandum and Consent Solicitation Statement, dated Feb. 10, 2011, to holders of the Existing Floating Rate Notes. Pursuant to the terms of the Sixth Amendment, the Supplement amends certain provisions of the Offering Memorandum to provide that: (i) the New Floating Rate Notes will accrue interest at the London Interbank Offered Rate ("LIBOR") plus 3.75%, subject to a LIBOR floor of 1.25% and (ii) certain covenants relating to asset sales and the definition of asset sale will be modified in the indenture that governs the New Floating Rate Notes. As of the date of the Sixth Amendment, holders of approximately 89% of the aggregate principal amount outstanding of the Existing Floating Rate Notes agreed to support the Exchange Offer and tender their Existing Floating Rate Notes in connection therewith. As previously announced, the Exchange Offer will be open to all qualifying holders of the Existing Floating Rate Notes. The New Floating Rate Notes will be secured by second-priority liens over the assets, property and undertakings of the Company and certain of its subsidiaries and will otherwise be issued on substantially similar terms as the Existing Floating Rate Notes, other than as noted above and certain previously announced amendments to covenants in respect of the incurrence of additional indebtedness and the definitions of permitted liens and change of control. About Angiotech Pharmaceuticals Based in Vancouver, British Columbia, in Canada, Angiotech Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/-- is a global specialty pharmaceutical and medical device company. Angiotech discovers, develops and markets innovative treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury. Alvarez & Marsal Canada Inc., as monitor and foreign representative, filed Chapter 15 petitions for Angiotech Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No. 11-10269) on Jan. 30, 2011, to seek recognition of their insolvency proceedings under the Companies' Creditors Arrangement Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec. 1517. The Company's balance sheet at Sept. 30, 2010, showed US$326.80 million in total assets, US$60.30 million in current liabilities, and US$622.16 million in non-current liabilities and a stockholders' deficit of US$355.67 million. The foreign representative has tapped Mary Caloway, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel in the Chapter 15 case. John Grieve, Esq., at Fasken Martineau DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case. As reported by the Troubled Company Reporter on Feb. 21, 2011, the Supreme Court of British Columbia has accepted for filing a plan of compromise or arrangement, with terms and conditions materially consistent with Angiotech's recapitalization transaction. The Canadian Court granted an order authorizing the holding of a meeting of the affected creditors of the Angiotech Entities on April 4. The purpose of the meeting 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 Angiotech Entities intend to bring a further motion on or about April 6 seeking a sanctioning of the Plan by the Court. The Canadian Court also granted an order establishing a procedure for the adjudication, resolution and determination of claims of Affected Creditors for voting and distribution purposes under the Plan and fixing a claims bar date of March 17, 2011. ARENA GARDEN: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Arena Garden LLC P.O. Box 81645 Las Vegas, NV 89180 Bankruptcy Case No.: 11-31957 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Barbara Mincey Rogers, Esq. ROGERS & ANDERSON, PLLC 1415 North Loop West, Suite 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: brogers@ralaw.net Scheduled Assets: $5,063,145 Scheduled Debts: $4,322,566 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-31957.pdf The petition was signed by Simon Luk, president. ATAKA TAKA: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------ Shane Dixon Kavanaugh at Crain's New York Business reports that Ataka Taka Taka Inc., the company that operates Park Slope Eatery, in Brooklyn, was forced to file for Chapter 11 bankruptcy, dealing another blow to the affluent brownstone neighborhood's second- largest commercial strip. The Company, according to the report, owes nearly $95,000 to 18 creditors. Crain's New York Business recounts that on Feb. 22, 2011, Park Slope Eatery received a restaurant inspection score of 107 and had 19 violations, 12 of them deemed "critical," according to the health department. The restaurant's letter grade is still pending, but in the inspection world, higher scores indicate more woes. Only 16% of restaurants inspected between February 2010 and Jan. 31, 2011, had an inspection score higher than 28, according to health department statistics, Crain's discloses. Ataka Taka Taka, Inc., operates a gourmet cafe on Seventh Avenue and Fourth Street in Brooklyn. It filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 11-41648) on March 2, 2011. The Debtor estimated assets of $100,000 to $500,000 and debts of $50,000 to $100,000 as of the Chapter 11 filing. The Debtor is represented in the Chapter 11 case by: Edward Alper THE LAW OFFICES OF EDWARD ALPER 469 Seventh Avenue 4th Floor New York, NY 10018 Tel: (212) 359-9386 ATLANTIC BROADBAND: Refinancing Won't Affect Moody's 'B1' Rating ---------------------------------------------------------------- Moody's Investors Service said Atlantic Broadband Finance, LLC's refinancing (repricing and extension) of its $555 million senior secured Term Loan B (reduced by a $20 million pay-down that occurred in the fourth quarter of 2010) does not affect the company's ratings, including the B1 Corporate Family Rating, B1 Probability of Default Rating, Ba3 senior secured (1st lien) bank debt ratings, B3 senior subordinated debt rating and SGL-2 Speculative Grade Liquidity Rating. The rating outlook remains stable. The company is expected to realize modest reductions in cash interest expense and related improvements in free cash flow generation and overall liquidity by bringing the pricing on its recent (November 2010) refinancing in line with current market rates and extending maturities of its term debt (to 2016 from 2015), albeit not by a meaningful enough amount to impact ratings. There are no changes to the company's $25 million Revolver. LGD point estimates have been revised to reflect the slightly modified mix of debt capital. The last rating action for Atlantic Broadband was on November 8, 2010, when Moody's assigned Ba3 (LGD-3, 40%) ratings to the company's $600 million of senior secured bank credit facilites, which at the time consisted of a $575 million Term Loan B due 2015 and a $25 million Revolver due 2014. Headquartered in Quincy, Massachusetts, Atlantic Broadband Finance, LLC, is a multiple system operator serving approximately 269 thousand basic cable subscribers (approximately 204 thousand equivalent basic units accounting for multiple dwelling unit bulk subscriptions) across Western Pennsylvania, Maryland, Delaware, Miami Beach and South Carolina. The company was formed in August 2003 from Charter Communications' divestiture of certain cable assets to private equity sponsors ABRY Partners, Oak Hill Capital Partners, and management. Since this time, the company has grown its subscriber base and product offerings both organically and through acquisitions. The company's revenues were approximately $314 million for the last twelve months ended September 30, 2010. AVENUE SHOPPES: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Avenue Shoppes LLC P.O. Box 729 Windermere, FL 34786 Bankruptcy Case No.: 11-02836 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: David R. McFarlin, Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: dmcfarlin@whmh.com Scheduled Assets: $1,461,101 Scheduled Debts: $8,079,806 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-02836.pdf The petition was signed by Abdul Mathin, managing member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- International Shoppes, LLC 10-18809 10/22/10 BABY TREND: ITC Pursuing Patent Case Filed by Graco Children ------------------------------------------------------------ The Blog of LegalTimes reports that the International Trade Commission voted to move forward with a patent infringement case brought by baby products giant Graco Children's Products Inc., which claims a California company is copying its designs for strollers and play pens. According to the report, five patents are at issue in the dispute -- one for a device that prevents a baby from falling out of a stroller, two covering mechanisms that allow an infant car seat to be mounted and secured to a stroller, one for stroller frame design and one for a method of concealing playpen legs and securing the floorboard. The report says Graco Children's, represented by Thomas Shunk, Esq., David Kitchen, Esq., A. Neal Seth, Esq., and William Bergmann of Baker & Hostetler, asserts that Ontario, California- based Baby Trend Inc. is importing infringing products from China and selling them in stores such as Wal-Mart, Target and Babies R' Us. LegalTimes notes that Baby Trend, which has annual sales of $42 to $49 million, is in Chapter 11 bankruptcy. The privately-held company was hit with a judgment in 2009 of more than $8 million after a jury found that it wrongfully terminated a former employee. The employee, Robert Gardner, went on to found his own baby gear company, Joovy Holding Co., and sued Baby Trend for patent infringement in U.S. District Court for the Northern District of Texas. At issue: a licensed patent for a stroller in which one child sits and another stands on a rear platform. The U.S. Patent & Trademark Office subsequently found the underlying patent invalid, notes the report. The report adds that Baby Trend faces another IP complaint as well -- last month, Kids II Inc. alleged in the bankruptcy case that the company infringed and diluted the trade dress for its baby bouncers. J. Rick Tache, Esq., a partner at Phoenix-based Snell & Wilmer's Orange County, California, represents Baby Trend. Based in Ontario, California, Baby Trend Inc. filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 09-34090) on Oct. 9, 2009. Judge Sheri Bluebond presides over the case. Michael B. Reynolds, Esq., at Snell & Wilmer LLP, represents the Debtor. In its petition, the Debtor estimated both assets and debts of between $10 million and $50 million. BALTIMORE & CHARLES: Court Confirms Plan of Liquidation ------------------------------------------------------- A century ago, the commercial district of Baltimore saw its newest gem, the headquarters of the Baltimore & Ohio Railroad at 2 North Charles Street, open to great fanfare as a symbol of the grandeur of what was then the city's most important business. By the turn of the century, the B&O Railroad was an integral part of the port city's economy. According to the National Park Service, the railroad brought extraordinary wealth to the city and some of its most famous citizens -- including philanthropists George Peabody and Johns Hopkins. More than 100 years later, after a bankruptcy resulting from cash flow problems relating to a $60 million renovation and the sudden death of tits developer, the once grand building has a chance at new life. U.S. Bankruptcy Judge Robert Gordon has ruled in favor of confirmation of the Baltimore & Charles Associates, LLC's proposed Plan of Liquidation, after a hearing to consider confirmation of the Plan on Feb. 25, 2011. As a result, upon entry of the court order, the Debtor can file to convert its B&O building in Baltimore into three separate parcels that would permit it to sell the hotel portion of the 2 North Charles Street location to an affiliate of Kimpton Hotels for approximately $33,000 and to sell the remaining office and retail spaces to an affiliate of Kenwood, for another approximately $1.3 million. This assures the Hotel Monaco will remain and continue to thrive at its current location, assures that the office and retail space will continued to be maintained by a quality commercial property manager and permits the Debtor to maximize value for the benefit of its creditors while preserving the building's rich architecture and history and historic tax credit structure. The Debtor was represented by Lawrence Yumkas of the Annapolis based law firm of Logan, Yumkas, Vidmar & Sweeney, LLC. About Baltimore and Charles Baltimore and Charles Associates LLC is the owner and developer of B&O building in Baltimore. The building was the former headquarters of the Baltimore and Ohio Railroad but was later renovated to a hotel, the boutique Hotel Monaco. Baltimore and Charles only owns the building and does not own or operate the hotel. Baltimore and Charles Associates filed for Chapter 11 protection in the U.S. Bankruptcy Court in Baltimore on July 12, 2010. Attorneys at Logan, Yumkas, Vidmar & Sweeney LLC of Annapolis serve as the Debtor's bankruptcy counsel. The Debtor disclosed more than $62 million in debts in its Chapter 11 petition. The filing came a day before the Company was due in court to defend itself from several contractors seeking $630,000 in unpaid wages on the hotel project. BDS AND SON: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: BDS and Son, LLC 3509 E. Harmon Avenue Las Vegas, NV 89121 Bankruptcy Case No.: 11-12905 Chapter 11 Petition Date: March 2, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Arun Gupta, Esq. GUPTA LAW FIRM, LLC 800 N. Rainbow Boulevard, #208 Las Vegas, NV 89107 Tel: (702) 493-1059 Fax: (702) 543-3937 E-mail: attorney@theguptalawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-12905.pdf The petition was signed by Navneet N. Sharda, managing member. BERNARD L MADOFF: Banks Object to Trustee's Confidentiality Plan ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that JPMorgan Chase Bank NA, HSBC Bank USA NA, Citigroup Global Markets Ltd. and UBS AG were among the financial institutions filing papers in opposition to the new confidentiality arrangement proposed by the trustee for Bernard L. Madoff Investment Securities Inc. The report relates that the Madoff trustee's proposal, if approved by the bankruptcy court at a March 16 hearing, would create one confidentiality regime to cover all documents and deposition transcripts used in the more than 1,000 lawsuits the trustee has filed against 4,000 defendants. The financial institutions, Mr. Rochelle relates, object, contending the new arrangement would improperly supersede confidentiality agreements already in place for individual parties. They also contend confidential information divulged to the trustee by one bank could be disclosed to another bank in another lawsuit. JPMorgan says the arrangement would enable the trustee to disclose its secret anti money-laundering and risk- assessment policies to virtually every major financial institution in the world. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 18, 2011, a total of US$6.85 billion in claims by investors has been allowed, with US$791.1 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BERNARD L MADOFF: Appeals Court Hears Phony Profits Dispute ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that customers of Bernard L. Madoff Investment Securities Inc. are likely to have their claims measured by the amount of cash put in less the amount taken out, judging by comments from three judges on an appeals court panel in oral arguments March 3. Madoff customers were appealing U.S. Bankruptcy Judge Burton R. Lifland's March 2010 ruling that account statements showing their stock holdings had to be ignored because they were wholly fictitious. Judge Lifland authorized an appeal directly to the U.S. Court of Appeals in Manhattan, given the issue's importance in the liquidation of the largest-ever Ponzi scheme. According to Mr. Rochelle, based on the method authorized by Judge Lifland, customers' claims will total about $20 billion, Josephine Wang, general counsel for the Securities Investor Protection Corp., told the circuit court judges. If customers are allowed to make claims for fictitious profits, their claims would total $64 billion, she said. The SIPC is responsible for financing the Madoff liquidation. Customers argued to the three circuit judges that their claims should be based on the net equity shown on the last account statement, which would include profits that never existed. Judge Lifland ruled against the customers, saying that the account statements were wholly fictitious because no stocks were ever purchased. To pay customers who sought to take money out, Mr. Madoff used other people's money. Although the appellate judges asked some questions critical of the trustee's position, they were more skeptical about the customers' arguments. U.S. Circuit Judge Reena Raggi said that the theory espoused by customers laying claim to fictitious profits would yield "absurd results." According to Mr. Rochelle, Chief Circuit Judge Dennis Jacobs questioned the logic in basing claims on fiction because there was "nothing there" when the liquidation began. Judge Jacobs also said a customer's "legitimate expectations do not necessarily control." Judge Raggi distinguished cases where a broker failed to make a trade a customer requested. In the Madoff case, the customers placed no orders because Madoff was supposedly deciding how to invest. At another point, Judge Raggi said, "I don't know how you would have a claim" for profits that never really existed. Mr. Rochelle relates that the third circuit judge on the panel, Pierre N. Leval, said to a lawyer for customers that the account statements were "figments of the imagination" and thus didn't constitute bona fide business records. Judge Jacobs pursued the same thought, saying the customers want a payout for "whatever amount Madoff dreamed up chewing on his pencil." The judges, Mr. Rochelle points out, noted that Mr. Madoff picked stocks days or weeks later, backdating the purported trade dates so there would be an assured profit. No stocks were ever purchased. Judge Raggi said "these customers were never at risk because they were never in the market." Mr. Rochelle also notes that the judges pointed out that Judge Lifland's decision was in accord with a recent opinion by the appeals court in a case called New Times. None of the court's prior decisions involved a Ponzi scheme, Judge Raggi noted. According to the report, Helen Davis Chaitman, one of the lawyers for customers, said the SIPC developed the theory on allowable claims to save $1 billion. The fund administered by SIPC has paid out $700 million based on the trustee's theory about proper claims. Customers are entitled to receive as much as $500,000 for each claim paid by the SIPC fund. David J. Sheehan, Esq., a lawyer for the Madoff trustee, said customers eventually may receive something on account of fictitious profits, if the trustee recovers enough in lawsuits against third parties who were responsible for helping Mr. Madoff perpetuate the fraud. Former New York Governor Mario Cuomo -- who was named by Judge Lifland to mediate in the Madoff trustee's lawsuit seeking to recover $1 billion from Fred Wilpon, his business associates and friends -- attended the argument. The defendants include companies that own the New York Mets professional baseball team. Mr. Wilpon's lawyer, Karen E. Wagner of Davis Polk & Wardwell LLP, argued March 3 for customers. The bankruptcy judge, Mr. Rochelle relates, hasn't yet decided whether customers who invested with Mr. Madoff for years should have their claims adjusted in some manner for the time value of money. Judge Lifland will deal with the interest question once the circuit court decides the appeal. The third parties being sued by the Madoff trustee include JPMorgan Chase & Co., which is being sued for $6.4 billion. The appeal is In re Bernard L. Madoff Investment Securities, 10-2378, U.S. 2nd Circuit Court of Appeals (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 18, 2011, a total of US$6.85 billion in claims by investors has been allowed, with US$791.1 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BRIAR RIDGE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Briar Ridge Courty Club, Unit 16, LLC 1404 Muirfield Drive Schererville, IN 46375 Bankruptcy Case No.: 11-20666 Chapter 11 Petition Date: March 3, 2011 Court: U.S. Bankruptcy Court Northern District of Indiana (Hammond Division) Judge: J. Philip Klingeberger Debtor's Counsel: Andrew J. Kopko, Esq. LAW OFFICE OF KEVIN W. SCHMIDT P.C. 370 West 80th Place Merrillville, IN 46410 Tel: (219) 756-0555 E-mail: ajkopko@kmslawoffice.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Timothy M. Rueth, solely authorized manager/owner. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Briar Ridge Property Owners Dues $150,000 Country Club P.O.A. 123 Country Club Drive Schereville, IN 46375 Crown Metal Fabricators Trade Debt $55,000 P.O. Box 179 Crown Point, IN 46308 Asphalt Service Trade Debt $50,000 616 W. Avenue H Griffith, IN 46319 NA Logan Trade Debt $48,400 Hoeppner, Wagner & Evans Trade Debt $47,000 K & S Engineering Trade Debt $23,873 Royce Equipment Trade Debt $20,000 Lake County Treasurer Government Property $18,000 Tax Torrenga Surverying Trade Debt $15,500 Torrenga Engineering Trade Debt $10,500 Lambert Concrete Trade Debt $9,935 T & K Masonry Trade Debt $7,200 Bloomquist Excavating Trade Debt $4,200 Land Tech Engineering Trade Debt $3,000 Town of Dyer Government Contract $2,974 Storm Lazarian Financial Services Trade Debt $2,523 Cedar Rustic Fence Trade Debt $2,495 Kretz Equipment Trade Debt $2,250 Frank's Equipment Trade Debt $447 NIPSCO Trade Debt $200 BRIGHAM EXPLORATION: Reports $42.89 Million Net Income in 2010 -------------------------------------------------------------- Brigham Exploration Company filed its annual report on Form 10-K, reporting net income of $42.89 million on $169.72 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $122.99 million on $70.34 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.08 billion in total assets, $492.13 million in total liabilities and $593.27 million in total stockholders' equity. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?7468 About Brigham Exploration Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP) -- http://www.bexp3d.com/-- is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. In late 2007, the majority of the Company's drilling capital expenditures shifted from its historically active areas in the Onshore Gulf Coast, the Anadarko Basin and West Texas to the Williston Basin in North Dakota and Montana, where the Company is currently targeting the Bakken, Three Forks and Red River objectives. * * * Brigham carries 'Caa1' corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B' corporate credit rating, with 'stable' outlook from Standard & Poor's Ratings Services. Moody's noted in September 2010 that while Brigham's recent results and 2010-11 drilling program are positive and provide strong cash flow visibility, the Company remains very small measured by production and proven reserves. C2AS, L.P.: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------- Debtor: C2AS, L.P., a California Limited Partnership 14549 Archwood Street, Suite 308 Van Nuys, CA 91405 Bankruptcy Case No.: 11-12528 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Victor A. Sahn, Esq. SULMEYERKUPETZ 333 S Hope St., 35th Floor. Los Angeles, CA 90071-1406 Tel: (213) 626-2311 Fax: (213) 629-4520 E-mail: vsahn@sulmeyerlaw.com Scheduled Assets: $1,145,050 Scheduled Debts: $28,674,244 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-12528.pdf The petition was signed by Anna Doroshin, member. CATALYST PAPER: Gets $4.7MM Federal Funding for Port Albeni Mill ---------------------------------------------------------------- Catalyst Paper announced $4.7 million in Federal funding approval for a capital upgrade at its Port Alberni mill. This will improve the efficiency and reliability of biomass-based energy generation, while further reducing greenhouse gas and other air emissions. The project is funded entirely by the Pulp and Paper Green Transformation Program credits, earned through production of black liquor at the Crofton pulp operation in 2009. The project was endorsed in letters of support from the Hupacasath First Nation and the Tseshaht First Nation. The project involves three upgrades to the main power boiler (PB4): a new secondary air system, a larger "economizer" or heat- exchange system, and a new gas monitoring system. Due to time requirements for component manufacture, work will not begin until late in the year, but is expected to be completed during an extended annual boiler maintenance shutdown planned for October. "This is a multi-benefit project and a big step forward for the Port Alberni operation," said Bob Lindstrom, vice-president, supply chain, energy and information technology. "Energy efficiency tops the list of the returns we expect from it. At the same time, it will also reduce environmental impacts and deliver bottom-line benefit from lower fuel consumption and operating and maintenance costs." Installation of larger and better-designed air nozzles will result in more efficient boiler combustion and reduce fuel requirements, improving operational reliability of the existing equipment. Fewer economizer outages will reduce the need to use a back-up natural gas boiler, and the greenhouse gas emissions associated with it. The combination of more efficient combustion and lower-temperature gas exiting the boiler will reduce emissions of dioxins and other substances associated with incomplete combustion. And the new gas monitoring system will provide ongoing feedback, which operators will use to continually optimize the performance of the upgraded boiler. "I would like to congratulate the federal government for investing in the pulp and paper industry in British Columbia. The forest industry is the number one industry in this country and Canada is a leader in the world. We want to keep it that way," said Port Alberni Mayor Ken McRae. The project requires no new environmental permitting. The biomass that fuels PB4 is made up mostly of waste wood or "hog fuel", and is classified as a carbon-neutral fuel under international carbon accounting protocols and widely accepted standards. Port Alberni's energy generation is also certified under the federal EcoLogo program. The PPGTP is a federal program designed to support innovative projects with environmental and energy benefits in the Canadian pulp and paper industry. Catalyst qualified for $18 million in PPGTP credits. About Catalyst Paper Based in Richmond, British Columbia, in Canada, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six facilities located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tonnes. The Company's balance sheet at Sept. 30, 2010, showed C$1.73 billion in total assets, C$1.32 billion in total liabilities, and stockholders' equity of C$406.2 million. * * * In mid-March 2010, Moody's Investors Service downgraded Catalyst's Corporate Family Rating to 'Caa1' from 'B3'. Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. In May 2010, Standard & Poor's Ratings Services revised the outlook on Catalyst to stable from negative. S&P affirmed the 'CCC+' long-term corporate credit rating on the Company. The ratings on Catalyst reflect S&P's view of the company's highly leveraged capital structure, history of weak profitability, fiber supply issues, and its participation in cyclical commodity markets. In Standard & Poor's opinion, these risks are partially mitigated by the company's revenue diversity and improving cost profile. CATALYST PAPER: Energy Project to Displace 100,000 Tonnes of GHGs ----------------------------------------------------------------- Catalyst Paper announced $13.3 million in Federal funding approval of a new green-energy project at its Powell River mill that will produce low-carbon electricity and be one of the cleanest waste wood co-generation projects anywhere in Canada. The project is funded entirely by the Pulp and Paper Green Transformation Program (PPGTP) credits, earned through production of black liquor at the Crofton pulp operation in 2009. The electricity will be certified under the federal EcoLogo program. The project will involve new waste-wood handling equipment, a sand recycling system and other upgrades to an existing power boiler (PB19), and installation of a steam condenser on the generator (G12). Work is underway and expected to be completed within approximately 12 months. "One of the great strengths at the Powell River operation is our clean-burning power boiler. Emissions and air-quality monitoring demonstrate that," said Bob Lindstrom, vice-president, supply chain, energy and information technology. "Factor in our marine access to waste-wood supplies, and our Powell River mill becomes one of the most logical and low-impact places in Canada to generate green energy from biomass." The project is supported by the Sliammon First Nation, which has signed a memorandum-of-understanding (MOU) with Catalyst in connection with it. The MOU includes provision for a Sliammon- Catalyst Development Fund, commits Catalyst to informing the Sliammon regarding fibre-supply opportunities, and envisions longer-term collaboration relating to skills development. "We have a good, ongoing working relationship with Catalyst. This MOU focuses on areas where we can gain benefits from stronger collaboration that supports capacity building and employment for band members. Sliammon First Nation would like to be part of positive developments within Catalyst," said Clint Williams, Chief Counsellor, Sliammon First Nation. Co-generation projects harness electricity-production opportunities within existing industrial facilities and can enhance their operational viability with modest capital investment and little to no site disturbance or additional transmission infrastructure. Waste wood, mostly tree bark, is burned in PB19 to create steam for both paper making and electricity generation. Manufacturing- related steam requirements were reduced when kraft pulp production ended at Powell River in 2001. The new steam condenser will allow PB19 to once again be operated at capacity, and G12 electricity generation double from 14-18 megawatts (MW) to a range of 32-36 MW. Waste wood or biomass is classified as a carbon-neutral fuel under international carbon accounting protocols and widely accepted standards, and the project will therefore help achieve BC's carbon-reduction and energy self-sufficiency goals. The same amount of fossil fuel-generated electricity would typically create nearly 100,000 tonnes of greenhouse gas emissions each year, equivalent to the operation of 25,000 cars. "Green-energy generation has enabled us to reduce the carbon footprint of our Canadian mills by more than 80 per cent since 1990," said Lindstrom. "We are keen to leverage that expertise more broadly. This project creates a supplemental energy product line, and that could translate into significant competitive advantage in an industry that's under pretty severe pressure." The project's impact on the mill's environmental performance has been modelled and assessed, as required by the Canadian Environmental Assessment Act. The electricity from this project will displace natural gas generated electricity for a net annual reduction of 96,500 tonnes of carbon emissions. Mill air emissions are expected to remain within applicable permit levels and the mill's carbon footprint will remain at an industry-leading level of approximately 88 kg of CO2e/adt of production. Installation of a recycling system will improve the use of sand that is fed into the boiler bed to ensure combustion efficiency. Rather than being trucked away for screening, as is now done, sand will be screened and recycled on-site, reducing the total volume of sand required. The PPGTP is a federal program designed to support innovative projects with environmental and energy benefits in the Canadian paper industry. Catalyst qualified for $18 million in PPGTP credits. About Catalyst Paper Based in Richmond, British Columbia, in Canada, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six facilities located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tonnes. The Company's balance sheet at Sept. 30, 2010, showed C$1.73 billion in total assets, C$1.32 billion in total liabilities, and stockholders' equity of C$406.2 million. * * * In mid-March 2010, Moody's Investors Service downgraded Catalyst's Corporate Family Rating to 'Caa1' from 'B3'. Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. In May 2010, Standard & Poor's Ratings Services revised the outlook on Catalyst to stable from negative. S&P affirmed the 'CCC+' long-term corporate credit rating on the Company. The ratings on Catalyst reflect S&P's view of the company's highly leveraged capital structure, history of weak profitability, fiber supply issues, and its participation in cyclical commodity markets. In Standard & Poor's opinion, these risks are partially mitigated by the company's revenue diversity and improving cost profile. CEDAR FUNDING: Unsecureds to Recover Up to 10% Under Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California has confirmed the joint Chapter 11 plan of liquidation proposed by R. Todd Neilson, the Chapter 11 trustee for the bankruptcy estates of Cedar Funding, Inc., et al., and the Official Committee of Unsecured Creditors. The plan proponents amended the Plan three days prior to confirmation hearing on Feb. 17, 2011. According to the disclosure statement explaining the Plan, holders of unsecured claims aggregating $146,000,000 are expected to recover 5% to 10% of their allowed claims. Holders of unsecured claims classified as convenience claims -- expected to total $700,000 -- will each receive a one-time payment of $2,000 and are projected to recover 100 cents on the dollar. The Plan states that each party seeking an award by the Court for professional fees must file its final application for allowance of compensation for services rendered and reimbursement of expenses incurred through the Effective Date on or before the bar date. On the effective date, all holders of claims against or interests in the Debtors or the Estates that arose prior to the Effective Date are permanently enjoined from taking legal action against the Debtors or the Liquidating Debtors for the purpose of directly or indirectly collecting, recovering, and receiving payment or recovery with respect to any Claim or demand against the Debtors or the Liquidating Debtors, except as provided by the Plan. The Plan provides for the administration of estate assets after confirmation by a manager proposed by the Creditors Committee, who will replace the Chapter 11 trustee as the responsible party for the Liquidating Debtors. The Plan contemplates the liquidation of all estate assets for the benefit of the holders of allowed claims. About Cedar Funding Monterey, California-based Cedar Funding Inc. -- http://www.cedarfundinginc.com/-- was a mortgage lender. David Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder Funding after the Company stopped monthly payments to its investors. Cedar Funding filed a Chapter 11 petition on May 26, 2008 (Bankr. N.D. Calif. Case No. 08-52709) due to the collapse of its Ponzi scheme. Cedar Funding accepted many millions of dollars from hundreds of individuals who believed they were acquiring fractional interests in loans that were secured by real property. Many more invested with CFI through a related entity, Cedar Funding Mortgage Fund LLP, that acquired fractional interests in the name of the Fund. CFI failed to record assignments of its deeds of trust that would have provided security interests to most of its investors, including the Fund. R. Todd Neilson was appointed Chapter 11 trustee in the case. Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San Francisco, represents Mr. Neilson. The Debtor estimated assets of less than $50,000 and debts of $100 million to $500 million in its Chapter 11 petition. CHAMPION ENTERPRISES: Creditors Seek to Convert Case to Chapter 7 ----------------------------------------------------------------- BankruptcyData.com reports that the official committee of unsecured creditors filed an objection with the U.S. Bankruptcy Court seeking to convert the Champion Enterprises' case to a Chapter 7. According to BData, the objection stated that when the Court approved the sale of substantially all of the debtor's assets the debtors "pushed for a plan that would transfer the remaining estate assets to a creditor trust that would be liquidated by a creditor trustee for the benefit of unsecured creditors." The Creditors Committee originally supported the Plan because it believed the creditor trust would be funded with avoidance action proceeds and other liquidation claims. But recently they have realized that aside from the committee lawsuit the debtor's estate has very few claims to transfer to the Creditor's Trust for the Creditor's Trust's prosecution and liquidation resulting in the Trust being underfunded at least until it receives a recovery from a committee lawsuit. In light of the potential lack of funding for the Creditor Trust, the committee believes the case should be converted to a Chapter 7 Liquidation. A hearing on the matter is scheduled for March 7, 2011. About Champion Enterprises Troy, Michigan-based Champion Enterprises, Inc., and its subsidiaries are international manufacturers of factory-built homes and steel-framed modular buildings, with operations in the United States, Canada and the United Kingdom. Buildings constructed by Champion and its subsidiaries consist of both single and multi-module units designed for either commercial or residential purposes. Champion products range from single-module HUD-Code homes to sophisticated commercial structures such as hotels. The Company filed for Chapter 11 protection on November 15, 2009 (Bankr. D. Del. Case No. 09-14019). The Company's affiliates also filed separate bankruptcy petitions. James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its restructuring effort. The Company disclosed $576,527,000 in asset and $521,337,000 in liabilities as of October 3, 2009. CIT GROUP: Repays $500 Million in Second-Lien Debt -------------------------------------------------- American Bankruptcy Institute reports that CIT Group Inc. said that it plans to repay $500 million of its 7 percent Series A second-lien notes, maturing in 2013. About CIT Group Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/ -- is a bank holding company with more than $35 billion in finance and leasing assets. It provides financing and leasing capital to its more than one million small business and middle market clients and their customers across more than 30 industries. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting served as the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel in connection with the restructuring plan. Sullivan & Cromwell served as legal advisor to CIT's Board of Directors. CIT emerged from bankruptcy protection on Dec. 11, 2009, after receiving confirmation of its prepackaged Chapter 11 plan of reorganization. * * * DBRS, Inc., said in February 2011, that the ratings of CIT Group, including its Issuer Rating of B (high), remain unchanged following the Company's announcement of financial results for 4Q10 and for full year 2010. The trend on all long-term ratings is Positive, while the trend on the short-term ratings is Stable. CIT Group carries a 'B3' corporate family rating, with 'stable' outlook, from Moody's Investors Service. Moody's said in August 2010 that CIT's 'B3' CFR is based on the company's improved debt maturity profile and capital position after its 2009 reorganization, as well as its positive operating performance and its progress re-establishing access to certain funding sources since emerging from bankruptcy. CIT has a 'B+/Positive/B' counterparty credit rating from Standard & Poor's Ratings Services. CITIZENS REPUBLIC: Posts $292.9 Million Net Loss in 2010 -------------------------------------------------------- Citizens Republic Bancorp, Inc., filed on March 2, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. The Company reported a net loss of $292.9 million on $329.1 million of net interest income for 2010, compared with a net loss of $514.2 million on $310.4 million of net interest income for 2009. The Company's balance sheet at Dec. 31, 2010, showed $9.966 billion in total assets, $8.954 billion in total liabilities, and stockholders' equity of $1.012 billion. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?746e Flint, Michigan-based Citizens Republic Bancorp, Inc., is a diversified banking and financial services company that is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Citizens provides a full range of banking and financial services to individuals and businesses through its banking subsidiary, Citizens Bank. * * * As reported in the TCR on Feb. 8, 2011, Fitch Ratings downgraded the long-term and short-term Issuer Default Ratings for Citizens Republic Bancorp, Inc., and its principal banking subsidiaries to 'CCC/C' from 'B-/B', respectively. CLAIRE'S STORES: Bank Debt Trades at 3% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Claire's Stores, Inc., is a borrower traded in the secondary market at 97.13 cents- on-the-dollar during the week ended Friday, March 4, 2011, a drop of 0.96 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on May 29, 2014, and carries Moody's Caa1 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 193 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of January 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. The Company's balance sheet at Oct. 30, 2010, showed $2.79 billion in total assets, $218.86 million in total current liabilities, $2.62 billion in long-term debt, and a stockholders' deficit of $47.89 million. Claire's Stores carries 'Caa2' corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service, and 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. Moody's Investors Service in December 2010 upgraded Claire's Stores' ratings, including its Corporate Family Rating and Probability of Default Rating, to Caa2 from Caa3. The upgrade reflects a decrease in Claire's probability of default given that the company can now fully cover its interest expense. This is due to earnings improvement from solid comparable store sales growth, improved merchandise margins, and continued expense discipline. Claire's Caa2 Probability of Default Rating reflects Moody's view that although Claire's credit metrics have improved, they remain very weak as a result of its heavy debt load. For the twelve months ending October 30, 2010, Claire's debt to EBITDA was very high at 9.3 times. CLEAR CHANNEL: Bank Debt Trades at 9% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 90.65 cents-on-the-dollar during the week ended March 4, 2011, a drop of 1.05 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 365 basis points above LIBOR to borrow under the facility. The bank loan matures on January 30, 2016, and carries Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 193 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About CC Media and Clear Channel Clear Channel Communications, Inc. -- http://www.clearchannel.com/ -- is a diversified media company with three primary business segments: radio broadcasting, outdoor advertising and live entertainment. Clear Channel (OTCBB:CCMO) is the operating subsidiary of San Antonio, Texas-based CC Media Holdings, Inc. CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in total assets, $1.25 billion in current liabilities, $20.61 billion in long-term liabilities and a $7.20 billion shareholders' deficit. * * * CC Media Holdings carries 'CCC+' issuer credit ratings from Standard & Poor's. Clear Channel Carries a 'Caa2' corporate family rating from Moody's Investors Service and an issuer default rating of 'CCC' from Fitch Ratings. Fitch said in November 2010, that its ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable interest burden that pressures free cash flow generation; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. In February 2011, Standard & Poor's affirmed it 'CCC+' corporate credit rating and positive outlook on CC Media Holdings and operating subsidiary Clear Channel, which S&P views on a consolidated basis. S&P said the 'CCC+' corporate credit rating on CC Media Holdings Inc. reflects the risks surrounding the longer-term viability of the company's capital structure--in particular, refinancing risk relating to sizable secured debt maturities in 2014 ($3.2 billion pro forma for the transaction) and 2016 ($10.4 billion). In S&P's view, the company has a satisfactory business risk profile, due to its position as the largest radio and global outdoor advertising operator, its good geographic and market diversity, and moderate long-term growth prospects at the outdoor business. S&P views the financial risk profile as highly leveraged, given the company's significant refinancing risk, roughly break-even EBITDA coverage of interest expense, and slim discretionary cash flow. CMP SUSQUEHANNA: Bank Debt Trades at 2% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which CMP Susquehanna Corp. is a borrower traded in the secondary market at 98.30 cents- on-the-dollar during the week ended Friday, March 4, 2011, an increase of 0.92 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on May 6, 2013, and carries Moody's Caa1 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 193 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About CMP Susquehanna Corp CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a wholly owned subsidiary of Cumulus Media Partners LLC, the private partnership formed by Cumulus Media, Inc., and a consortium of private equity sponsors. CMP Susquehanna Corp. owns and operates 27 radio stations in nine markets in the U.S. The company's reported revenues of $169 million for the year ended December 31, 2009. CMP Susquehanna has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. As reported by the Troubled Company Reporter on February 24, 2011, Moody's placed the ratings of CMP Susquehanna Corp. on review for a possible upgrade following the announced terms of the proposed acquisition of Citadel Broadcasting Corporation (Ba2, Stable) by Cumulus Media Inc. Note that on January 31, 2011, Cumulus Media Inc. announced that it will acquire the remaining 75% equity stake of CMP that it does not currently own. As a result, Moody's currently treats CMP as an unrestricted subsidiary of Cumulus, and CMP's debt will be placed on review for upgrade based on the benefits of the Citadel transaction to Cumulus/CMP's financial profile and expected refinancing of CMP's existing credit facilities and notes. Moody's believes that the potential for lower leverage, synergies and favorable diversification from the proposed acquisition improves the financial profile of Cumulus/CMP. The acquisition terms include a $500 million equity infusion, and Moody's expect Cumulus/CMP's Moody's adjusted debt/EBITDA leverage will decrease by more than 2 turns, from leverage of 9.5x for the LTM ending Sept. 30, 2010 for CMP (including Moody's standard adjustments). COLLISION EXPRESS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Collision Express Holdings, L.P. 23266 Northwest Freeway Cypress, TX 77429 Bankruptcy Case No.: 11-32006 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Thomas Baker Greene, III, Esq. LAW OFFICE OF THOMAS B. GREENE III 2311 Steel St. Houston, TX 77098 Tel: (713) 882-2312 E-mail: tbgreeneiii@msn.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Gregory L. Eckelkamp, manager, general partner. CONSUMER PRODUCTS: Involuntary Chapter 11 Case Summary ------------------------------------------------------ Alleged Debtor: Consumer Products Services Group, Inc. 10 Grand Boulevard Deer Park, NY 11729 Bankruptcy Case No.: 11-71248 Involuntary Chapter 11 Petition Date: March 4, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Pro Se Petitioners' Counsel: ZINKER & HERZBERG, LLP P.O. Box 866 Smithtown, NY 11787 Tel: (631) 265-2133 Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Michael Bober Monies Loaned $1,000,000 61-63 Sussex Street Jersey City, NJ 07302 Frank B. Wigley Monies Loaned $500,000 11 Smith Lane St. James, NY 11780 Yitz Grossman Monies Loaned $400,000 5 Dogwood Lane Lawrence, NY 11559 CREST BUDGET: Files for Bankruptcy Over Lawsuit by Mortgage Holder ------------------------------------------------------------------ Steve Green at the Las Vegas Sun reports that Crest Budget Inn LLC, which does business as the Beverly Palms Hotel at 218 S. 6th Street, filed for Chapter 11 bankruptcy protection after it was sued by its mortgage holder. According to the report, records show the business was sued Jan. 14, 2011, in Clark County District Court by City National Bank, which is owed $1.25 million. The bank alleged breaches of its lending contract and sought appointment of a receiver to take over the business. Records indicate the state court hadn't acted on the receivership request prior to the bankruptcy, and the bankruptcy is likely to put the lawsuit on hold. CREST BUDGET: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Crest Budget Inn, LLC dba Beverly Palms Hotel 218 S. 6th Street Las Vegas, NV 89101 Bankruptcy Case No.: 11-12847 Chapter 11 Petition Date: March 2, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: David J. Winterton, Esq. DAVID J. WINTERTON & ASSOC., LTD. 211 N. Buffalo Drive, #A LAS VEGAS, NV 89145 Tel: (702) 363-0317 E-mail: david@davidwinterton.com Scheduled Assets: $1,815,751 Scheduled Debts: $1,277,755 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-12847.pdf The petition was signed by Seth McCormick, managing member. CUMULUS MEDIA: Bank Debt Trades at 1% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Cumulus Media Inc. is a borrower traded in the secondary market at 98.77 cents-on- the-dollar during the week ended Friday, March 4, 2011, an increase of 0.62 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank loan matures on June 11, 2014, and carries Moody's Caa1 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 193 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating, with 'stable' outlook, from Moody's Investors Service. It has 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. In February 2011, Standard & Poor's revised its rating outlook on Cumulus Media Inc. to positive from stable. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. Moody's on January 31, 2011, said that there is no operational nor immediate credit impact upon closing of Cumulus Media Inc.'s acquisition of Cumulus Media Partners. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations. CUMULUS MEDIA: Short-Term Bonus Awards to Executives Approved ------------------------------------------------------------- On Feb. 24, 2011, the Compensation Committee of the Board of Directors of Cumulus Media Inc., after review and consideration of the Company's overall and relative financial performance for fiscal year 2010 and an assessment of the individual and relative performance of the executive officers of the Company during 2010, in consultation with Lewis W. Dickey, Jr., Chairman, President and Chief Executive Officer, approved discretionary short-term bonus awards, which were paid half in cash and half in awards of unrestricted shares of Class A Common Stock issued in accordance with the Company's 2008 Equity Incentive Plan. The awards were made to the following officers in the amounts specified: John W. Dickey, Executive Vice President and Co-Chief Operating Officer: $290,000, consisting of $145,000 in cash and 29,775 shares of Class A Common Stock; Jon G. Pinch, Executive Vice President and Co-Chief Operating Officer: $240,000, consisting of $120,000 in cash and 24,641 shares of Class A Common Stock; J.P. Hannan, Senior Vice President, Treasurer and Chief Financial Officer: $100,000, consisting of $50,000 in cash and 10,267 shares of Class A Common Stock; and Richard S. Denning, Senior Vice President, Secretary and General Counsel: $75,000, consisting of $37,500 in cash and 7,701 shares of Class A Common Stock. With respect to Mr. L. Dickey, in accordance with the terms of Mr. L. Dickey's employment agreement, the Compensation Committee awarded him an annual bonus of $939,960, of which $733,200 was awarded based on satisfaction of performance criteria established by the Compensation Committee at the beginning of 2010, and $206,760 was a discretionary award based upon an assessment of his individual and relative performance during 2010. The aggregate amount of the bonus awarded to Mr. L. Dickey consists of $469,980 in cash and 96,506 shares of Class A Common Stock. The number of shares of Class A Common Stock issued to each of these officers in connection with the bonus awards was based upon the closing price of the Class A Common Stock on The Nasdaq Stock Market on Feb. 24, 2011, the date on which the awards were made. In addition, the Compensation Committee approved long-term incentive awards of 320,000 shares of restricted common stock, pursuant to the Company's 2008 Equity Incentive Plan, to Mr. L. Dickey. The awards were made in accordance with Mr. L. Dickey's employment agreement, and were comprised of 160,000 time-vested shares (vesting at a rate of 80,000 shares on the second anniversary of the date of grant, and 40,000 shares on each of the third and fourth anniversary of the date of grant) and 160,000 performance-based shares, all of which would vest in accordance with the terms and conditions of the employment agreement and the Company's 2008 Equity Incentive Plan, on Feb. 24, 2014. The Compensation Committee also approved awards of restricted common stock, pursuant to the Company's 2008 Equity Incentive Plan, for each of the named executive officers below in the following aggregate amounts: Mr. J. Dickey, 80,000 time-vested shares; Mr. Pinch, 50,000 time-vested shares; Mr. Hannan, 15,000 time-vested shares, and Mr. Denning, 25,000 time-vested shares. Each of these awards vests at a rate of 50% of the award on the second anniversary of the date of grant, and 25% of the award on each of the third and fourth anniversary of the date of grant. The Compensation Committee also reviewed the three-year performance criteria established in February 2008 for the 160,000 performance-based shares of restricted stock awarded to Mr. L. Dickey on Feb. 8, 2008. The vesting conditions for those restricted shares required that the Company achieve specified financial performance targets for the three-year period ending Dec. 31, 2010. The specified threshold was not achieved for that cycle. Nevertheless, the Compensation Committee determined that in light of the unprecedented adverse developments in the economy in general, and the radio industry in particular, particularly during 2008 and 2009, it would be appropriate to modify the performance requirements and extend the vesting period so that Mr. L. Dickey would retain the ability to achieve vesting on those shares of restricted stock if the revised performance criteria were achieved. Accordingly, and effective as of Feb. 24, 2011, the terms of Mr. L. Dickey's 2008 performance-based restricted stock award of 160,000 shares were amended to provide that those shares would vest in full on Feb. 24, 2014 if the Company achieves specified financial performance targets for the three year period ending Dec. 31, 2013. The Compensation Committee approved the 2012 annual short-term incentive opportunity for Mr. L. Dickey, for performance in 2011 in accordance with his employment agreement. After review of management's 2011 operating budget, the Compensation Committee established certain criteria that would allow Mr. L. Dickey to earn a cash bonus of between $493,500 and $987,000 if certain financial performance target levels are achieved for 2011. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating, with 'stable' outlook, from Moody's Investors Service. It has 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. In February 2011, Standard & Poor's revised its rating outlook on Cumulus Media Inc. to positive from stable. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. Moody's on January 31, 2011, said that there is no operational nor immediate credit impact upon closing of Cumulus Media Inc.'s acquisition of Cumulus Media Partners. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations. DBSD N.A.: Hearing on Rival Proposals Adjourned to March 15 ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a decision on which of three proposals will succeed in reorganizing or buying DBSD North America Inc. won't take place until midmonth at the earliest. A pivotal hearing that was on the bankruptcy court's calendar March 2 was adjourned to March 15. As reported in Friday's Troubled Company Reporter, DBSD creditors are expected to pick among three offers for sale or reorganization of DBSD North America. DBSD said in February 2011 that it is filing a new plan based upon a deal for rival Dish Network to acquire all of the new stock of DBSD at a cost of about $1 billion. Meanwhile, an ad hoc committee of 7.5% convertible senior secured notes due 2009 issued by DBSD has filed a proposed reorganization plan designed to take advantage of the existing Federal Communications Commission approval of a reorganization premised on an exchange of Senior Note Claims and General Unsecured Claims for equity in the Reorganized Debtors. Days before a March 2 hearing, Solus Alternative Asset Management LP and Harbinger Capital Partners LLC submitted a non-binding term sheet laying out a purchase offer for DBSD and TerreStar Networks Inc. A hearing is set for April 27, 2011, at 9:45 a.m. (prevailing Eastern time) to consider the adequacy of the disclosure statement explaining the Noteholders' Plan. Objections, if any, are due April 15, 2011, at 5:00 p.m. (prevailing Eastern time). The Debtors on Nov. 23, 2009, won confirmation of a plan premised on an exchange senior note claims and general unsecured claims for equity in the Reorganized Debtors. However, consummation of the Debtors' Plan was delayed for nearly 10 months as the license transfer applications were not granted by the Federal Communications Commission until Sept. 29, 2010. During the delay in the FCC Approval process, appeals from the previous confirmation order made their way up through the United States Court of Appeals for the Second Circuit. DISH Network, which appealed confirmation of the Plan, became involved in the Debtors' cases when, after DBSD proposed a plan of reorganization, DISH bought up all of the Debtor's $40 million first lien debt from its prior holders, at par. Sprint Nextel Corp., which asserts an unliquidated, unsecured claim based on a lawsuit against a DBSD subsidiary, also appealed, arguing that the plan improperly gave shares and warrants to DBSD's owner. While Sprint initially asserted a $1.9 billion claim, the bankruptcy court temporarily allowed Sprint's claim for $2 million. The Second Circuit concluded that the plan violated the absolute priority rule by providing a for distribution of equity and warrants, from senior noteholders' to the Debtors' parent company, ICO Global, while a rejecting class of general unsecured claims was not being paid in full. The Second Circuit also affirmed the treatment of DISH Network Corp. under the Debtors' Plan. Under the original plan proposed by the Debtor, holders of senior notes would receive the bulk of the shares of the reorganized entity. The holders of unsecured claims, such as Sprint, would receive 0.11% to 0.15% of the equity of the reorganized entity. The existing shareholder (effectively just ICO Global, which owned 99.8% of DBSD) would receive shares and warrants, to allow it to own up to 3.64% to 4.99% of the reorganized entity. DISH-Backed Plan Under the deal, DISH also agreed to repay financing for the Chapter 11 case and provide $23.5 million in cash for payment to holders of general unsecured claims. DISH must also cover other claims that must be paid in full, such as administrative and priority claims. DBSD said in a court filing that the DISH offer results in a valuation of the reorganized company that is 150% of the valuation under the Company's own plan. Under the DISH Plan, the senior noteholders will be paid in full, and the unsecured creditors will receive a meaningful cash recovery (as opposed to a minority equity stake in a private company). This transaction is to be completed upon satisfaction of certain conditions, including approval by the FCC and DBSD's emergence from bankruptcy. Noteholders' Plan Ad Hoc Committee's Plan incorporates the treatment of DISH affirmed by the Second Circuit, and does not include the offending gift to ICO Global. Under the Plan, ICO Global will not receive or retain any property on account of its Existing Stockholders Interests; any distributions of ICO Global Warrants will be made under the Plan Settlements, and only if all classes of unsecured creditors accept the Plan. Under the Noteholders' Plan: 1. The prepetition first lien facility claims of $62.9 million, bought by DBSD in 2008, will be paid in full pursuant to an Amended Facility Agreement. 2. Holders of senior notes aggregating $751.9 million will receive 94.2% equity ownership in the reorganized DBSI. 3. Holders of general unsecured claims aggregating $112.0 million will receive 7.56% of the stock in the reorganized Debtor. 4. Each unsecured creditor can elect to be treated as members of the unsecured convenience class and the claim will be reduced to $50,000 and the holder of the claim will be paid in cash 95% of the reduced claim. 5. Holders of existing equity interests won't receive anything. The Noteholders say they are opposing a $1.1 billion investment agreement signed by DBSD with DISH as it only provides for a plan that would pay noteholders 100% of the principal amount plus 8.5% postpetition interest per annum. The interest rate is 1% below what the senior note indenture provides for. The reduction would deprive the senior noteholders $15 million. A full-text copy of the Noteholders' Disclosure Statement is available for free at http://ResearchArchives.com/t/s?7436 A full-text copy of the Noteholders' Plan is available for free at http://ResearchArchives.com/t/s?7437 The Ad Hoc Committee is represented by: Risa M. Rosenberg, Esq. Jeremy S. Sussman, Esq. Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Telephone: 212 530-5000 E-mail: DDunne@milbank.com RRosenberg@milbank.com JSussman@milbank.com - and - Andrew M. Leblanc Adrian C. Azer MILBANK, TWEED, HADLEY & McCLOY LLP 1850 K Street, NW Suite 1100 Washington, DC 20006 Telephone: (202) 835-7500 E-mail: ALeblanc@milbank.com Solus & Harbinger Offer Solus and Harbinger believe that their proposed alternative transaction is "superior to that submitted by DISH Network" because it provides a greater cash component to holders of claims against the Debtors and permits certain of such creditors the option to participate in the equity of the reorganized company if they so choose." Solus and Harbinger note that although they note of a "possible combination" of DBSD with TerreStar Networks Inc., a satellite company that has also sought Chapter 11 protection, for the avoidance of doubt, the transaction they are contemplating is not conditioned upon a business combination with TerreStar. Solus and Harbinger propose to enter into a $90 million replacement DIP facility to repay the existing DIP facility and fund additional bankruptcy related costs. They will also enter into a replacement DIP facility of up to $123.9 million for TSN. According to the term sheet, Solus, Harbinger and a strategic partner will form a new entity that will own 100% of the capital stock of reorganized DBSD and reorganized TSN. Solus and Harbinger's Plan proposes to treat claims against and interests in DBSD as follows: -- the first lien credit facility, which claims are now held by DISH, will be unimpaired and paid in cash on the effective date; -- DISH will be unimpaired and paid in full in cash for the portion of 7.5% convertible senior secured notes due 2009 held by DISH. Other holders of the 7.5% notes will receive either payment in full and in cash or equity in an amount to pay obligations in full; -- General unsecured claims, including the Sprint Nextel Corp. claims, will be paid in cash including interest from the Petition Date through the payment date at the federal judgment rate; and -- ICO Global, the existing owner of DBSD, will receive distributions after payment of all claims. A copy of the Term Sheet is available for free at: http://bankrupt.com/misc/DBSD_TSN_SolusPlan.pdf Solus is represented by: Susheel Kiroalani, Esq. Scott C. Shelley, Esq. Daniel S. Holzman, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue, 22nd Floor New York, New York 10010 Telephone: (212) 849-7000 Facsimile: (212) 849-7100 E-mail: susheelkirpalani@quinnemanuel.com scottshelley@quinnemanuel.com danielholzman@quinnemanuel.com Competing Plans Competing Plans ------------------------------- Debtor's DISH Confirmed Noteholders' Investment Solus Claims Plan Plan Agreement Offer ----------------- ----------- ------------ --------- ------ 1st Lien Facility 100% 100% 100% 100% Senior Notes 57%-81% 66.4% 100% 100% Other Secured 100% 100% 100% 100% Other Priority 100% 100% 100% 100% General Unsecured 1%-17% $27.3% __% __% Unsec. Conveniences 25% 95% __% __% About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc., aka ICO Member Services Inc., offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the financial advisors to the Debtors. The Garden City Group Inc. is the claims agent for the Debtors. DBSD estimated assets and debts of $500 million to $1 billion in its Chapter 11 petition. Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at CURTIS, Mallet-Prevost, Colt & Mosle LLP, in New York, represent the Official Committee of Unsecured Creditors. The ad hoc committee of certain parties that hold or manage holdings of those certain 7.5% Convertible Senior Secured Notes Due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq., Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC. Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates LLP, in New York; and John H. Culver III, Esq., and Felton E. Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina. DISH is represented in the case by J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York. DEERFIELD STATION: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Deerfield Station, LLC 3625 Cumberland Blvd., Suite 400 Atlanta, GA 30339 Bankruptcy Case No.: 11-15576 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Debtor's Counsel: Jimmy D. Parrish, Esq. BAKER & HOSTETLER LLP 200 S Orange Ave #2300 Orlando, FL 32801 Tel: (407) 649-4000 Fax: (407) 841-0168 E-mail: jparrish@bakerlaw.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 nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-15576.pdf The petition was signed by Dennis M. Suarez, member. DENNY'S CORPORATION: Completes Re-Pricing of Credit Facility ------------------------------------------------------------ Denny's Corporation announced the completion of the re-pricing of its senior secured credit facility, which is comprised of a $50 million revolver and a term loan under which $240 million remains outstanding. The re-priced facility will have a reduced interest rate of LIBOR plus 375 basis points, with a LIBOR floor of 1.50% for the term loan and no LIBOR floor for the revolver, compared with an interest rate of LIBOR plus 475 basis points and a LIBOR floor of 1.75% for both the revolver and the term loan, prior to the re-pricing. The re-pricing will result in a pro forma annualized interest expense savings of approximately $2.5 million. About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. The Company's balance sheet at Dec. 29, 2010, showed $311.21 million in total assets, $414.92 million in total liabilities and a $103.71 million shareholders' deficit. Denny's carries 'B2' corporate family and probability of default ratings from Moody's Investors Service and a 'B+' corporate credit rating from Standard & Poor's. DEVELOPERS DIVERSIFIED: S&P Assigns 'BB+' Rating to Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' issue rating to Developers Diversified Realty Corp.'s $300 million 4.75% senior unsecured notes due April 2018. At the same time, S&P assigned a '2' recovery rating to the notes, reflecting its expectation for a substantial recovery (70%-90%) in the event of default. The company intends to use the net proceeds (roughly $295.5 million after subtracting the underwriting discount and estimated offering expenses) to repay higher cost short-term mortgage debt and to reduce balances on its revolving credit facilities ($280 million outstanding at year-end 2010 on a combined $1.015 billion capacity) and its secured-term loan ($600 million). Beachwood, Ohio-based DDR is a large community shopping center owner, manager, developer, and acquirer, with roughly $8.4 billion of real estate at cost on balance sheet as of Dec. 31, 2010. S&P's current ratings acknowledge the company's recently improved operating performance because portfolio occupancy has stabilized and same-store net operating income has been positive for three consecutive quarters (up 3.6% for fourth-quarter 2010 and up 1.1% for the full year). DDR's capital transactions during 2010 reduced the company's leverage and lengthened its average debt tenor to four years from three years. As a result of these portfolio characteristics, S&P considers the company's business risk profile satisfactory and its financial risk profile aggressive. S&P's outlook is stable. S&P believes that DDR's debt coverage measures, while low, should be stable this year as deleveraging benefits and portfolio income growth are offset by the higher costs associated with the company's actions to extend its debt tenor. S&P would consider raising its corporate credit rating on the company if fixed-charge coverage measures strengthened and the company further deleveraged its portfolio, although S&P presently view this as unlikely to occur this year given 2012's above- average refinancing volume. Alternatively, S&P would lower the corporate credit rating if covenant-defined debt coverage slipped from the current 1.7x-1.8x levels or if leverage or liquidity weakened. Recovery Analysis Standard & Poor's maintains a '2' recovery rating on DDR's unsecured senior notes. The '2' recovery rating reflects S&P's expectation for a substantial recovery (70%-90%) in the event of default. S&P's complete recovery rating analysis on the company will be published shortly. Ratings List Developers Diversified Realty Corp. Rating ------ Corporate credit BB/Stable/-- Ratings Assigned Developers Diversified Realty Corp. Rating ------ $300 mil. 4.75% sr unsecd nts due April 2018 BB+ Recovery rating 2 DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Dex Media East LLC is a borrower traded in the secondary market at 78.05 cents-on- the-dollar during the week ended Friday, March 4, 2011, a drop of 1.63 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 250 basis points above LIBOR to borrow under the facility, which matures on October 24, 2014. The debt is not rated. The loan is one of the biggest gainers and losers among 193 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Dex Media East Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc., and Local Launch, Inc., are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media, Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. The Official Committee of Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its financial advisor and forensic accountant, and The Blackstone Group, LP as its financial and restructuring advisor. The Debtors emerged from Chapter 11 bankruptcy proceedings at the end of January 2010. DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Dex Media West LLC is a borrower traded in the secondary market at 90.10 cents-on- the-dollar during the week ended Friday, March 4, 2011, a drop of 2.15 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on October 24, 2014, and is not rated. The loan is one of the biggest gainers and losers among 193 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Dex Media West Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an indirect wholly owned subsidiary of Dex Media, Inc. Dex Media is a direct wholly owned subsidiary of R.H. Donnelley Corporation. Dex Media West is the exclusive publisher of the official yellow pages and white pages directories for Qwest Corporation, the local exchange carrier of Qwest Communications International, Inc., in Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media, Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represented the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, served as the Debtors' local counsel. The Debtors' financial advisor was Deloitte Financial Advisory Services LLP while its investment banker was Lazard Freres & Co. LLC. The Garden City Group, Inc., was claims and noticing agent. The Official Committee of Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co- counsel, J.H. Cohn LLP as its financial advisor and forensic accountant, and The Blackstone Group, LP as its financial and restructuring advisor. The Debtors emerged from Chapter 11 bankruptcy proceedings at the end of January 2010. DYNEGY INC: D. Biegler Appointed as Interim President and CEO ------------------------------------------------------------- On Feb. 25, 2011, the Board of Directors of Dynegy Inc. approved the terms of an agreement with David W. Biegler, a director of the Company, which will set forth the terms of his service as interim President and Chief Executive Officer of the Company in the capacity of an independent contractor. Pursuant to the terms of the Independent Contractor Agreement, which will be effective on March 12, 2011, Mr. Biegler will not be eligible to participate in any employee benefit plans or programs of the Company or any of its affiliates, with the exception of his continued participation in the Dynegy Director's Deferred Compensation Plan for Certain Directors. In his role as interim President and Chief Executive Officer, Mr. Biegler will receive payment of a daily fee of $4,150 per day, plus expenses, for each day that he primarily devotes to providing service to the Company. That payment will be in lieu of any meeting fees that would otherwise be payable as a result of meetings of the Board or its committees that are held on such days of service. On Feb. 25, 2011, the Board also approved the payment of a fee of $4,150 per day, plus expenses, to Patricia A. Hammick in her role as Chairman of the Board for each day that she primarily devotes to providing service to the Company. The same fee of $4,150 per day, plus expenses, will be paid to each director who, at the specific request of the Chairman of the Board, provides assistance to the Company that is in addition to the level of service to Dynegy that would ordinarily be performed in the capacity as a member of the Board or any committee thereof. Any such payments will be in lieu of any meeting fees that would otherwise be payable as a result of meetings of the Board or its committees that are held on such days of service. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. The Troubled Company Reporter has chronicled Dynegy's attempts to sell itself. In August 2010, Dynegy struck a deal to be acquired by an affiliate of The Blackstone Group at $4.50 a share or roughly $4.7 billion. That offer was raised to $5.00 a share in November. Through Icahn and Seneca's efforts, shareholders thumbed down both offers. On December 22, 2010, an affiliate of IEP commenced a tender offer to purchase all of the outstanding shares of Dynegy common stock for $5.50 per share in cash, or roughly $665 million in the aggregate. Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as financial advisors and Sullivan & Cromwell LLP is serving as legal counsel to Dynegy. * * * As reported by the Troubled Company Reporter on Nov. 26, 2010, Fitch Ratings downgraded the ratings of Dynegy Inc. and its subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from 'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I preferred to 'C/RR6' from 'CCC/RR6'. The downgrade reflects Fitch's belief that the rejection of The Blackstone Group's bid to acquire Dynegy for $5/share will likely lead to another transaction and capital restructuring by Dynegy's management as activist stockholders seek to maximize shareholder values. The downgrade also reflects the underperformance of Dynegy's merchant generation operations. In October 2010, Moody's Investors Service lowered the ratings of Dynegy Holdings, including its Corporate Family Rating, to 'Caa1' from 'B3' along with the ratings of various affiliates or parent company Dynegy Inc. The rating action followed the expiration of the 40-day "go shop" period, according to Moody's, increasing the probability that Dynegy will be acquired by an affiliate of The Blackstone Group L.P.. Moody's said Dynegy's financial profile is expected to be quite fragile, particularly during 2011 and 2012, when the company is projected to generate both negative operating cash flow and negative free cash flow due to weak operating margins and the required funding of their capital investment programs. To the extent that the transactions with Blackstone and NRG are not completed, Moody's said downward rating pressure at DHI and Dynegy will continue to exist given the weak financial prospects for the company over the next few years coupled with the liquidity concerns. In December 2010, Moody's said its ratings and negative rating outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings (Caa1 Corporate Family Rating) will remain unchanged following announcement of the Icahn deal. E*TRADE FINANCIAL: Moody's Upgrades Issuer Rating to 'B2' --------------------------------------------------------- Moody's Investors Service upgraded to B2 from B3 the long-term issuer rating of E*TRADE Financial Corporation. The rating outlook for E*TRADE and E*TRADE Bank (D-/Ba3), its thrift subsidiary, remains stable. The primary reasons for the upgrade are: 1) continuing stabilization of its $16 billion loan portfolio, 2) stronger regulatory capital ratios (bank-level and consolidated), and 3) improved, albeit still limited, financial flexibility and debt service capacity at the parent company. Ratings Rationale Moody's base-case estimate of lifetime losses in E*TRADE's mortgage portfolio implies a range of $1-$1.5 billion in future provisions (net of existing loan loss reserves above an assumed 2% level), with particular variability around the second lien home equity book. This estimate incorporates Moody's analysis of the portfolio's generally poor underwriting quality, while also taking into account its recent performance, which has seen delinquencies decline in each of the last four quarters. When compared to E*TRADE Bank's Tier 1 and Tier 1 Leverage ratios of 13.7% and 7.3%, respectively, these additional provisions would not threaten the bank's well-capitalized status. Moreover, a conservative estimate of E*TRADE's operating performance suggests that E*TRADE Bank (which also includes E*TRADE's introducing and clearing brokers) would maintain its capacity to upstream dividends to the parent company of around $30 million a quarter, as has recently been the case. This, together with $471 million of corporate cash, should allow the parent company to service its $2.3 billion of debt (including $1.6 billion in interest-bearing debt). Notwithstanding its improving fundamentals, E*TRADE's ability to extract any dividends from the bank will remain subject to regulatory approval for the foreseeable future. Moody's sees this as a constraint on E*TRADE's financial flexibility and a factor that subordinates the parent company's creditors to the bank's depositors. However, after the estimated loss provisions and charge-offs are taken, resulting in higher net income and capital ratios, the probability and size of future dividends can be expected to increase. The stable outlook reflects Moody's expectations that E*TRADE's ability to dividend cash to the parent will indeed continue to improve. This, in turn, would broaden the company's options with respect to its 2013 bond maturity ($415 million), while also allowing it bring its thrift holding company capital ratios closer to those mandated by the Dodd-Frank Act. The last rating action on E*TRADE was on July 27, 2010, when its rating outlook was changed to stable from negative. E*TRADE is a major online retail brokerage firm that reported $2.1 billion in net revenue in 2010. Upgrades: Issuer: E*TRADE Financial Corp. -- Issuer Rating, Upgraded to B2 from B3 -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from B3 EASTMAN KODAK: Moody's Cuts LT Rating to Caa1; Outlook Negative --------------------------------------------------------------- Moody's Investors Service lowered the long term rating of Eastman Kodak Company to Caa1 from B3. The outlook is negative. The rating downgrade "reflects the ongoing weakness in the company's core business operations that Moody's believe will remain challenged to achieve and sustain profitability" said Moody's senior vice president, Richard Lane. Excluding potential intellectual property licensing income and proceeds from non strategic asset sales, "we believe that the company could see its current $1.6 billion cash balance decline by $600 million to $700 million during 2011", said Lane. Ratings Rationale Moody's has previously communicated that the company's rating could come under pressure if its businesses were to deteriorate such that loses would be expected on a sustained basis. The negative outlook reflects the company's weak financial performance and the challenges Kodak faces in achieving sustained profitability and positive cash flow over the intermediate term given the intense competitive pressures in its broad digital portfolio and the secular decline in its traditional film business. Moody's expects that, absent material IP licensing income, Kodak will continue to operate at a loss over the intermediate term. Although the company has $1.6 billion of cash balances at December 2010 and no material debt maturities until November 2013, Moody's anticipate that Kodak will consume cash over the next year, thus weakening its liquidity profile. Ratings lowered include: -- Corporate family rating to Caa1 from B3; -- Probability of default to Caa1 from B3; -- $500 million Senior Secured Notes due 2018, to B1 from Ba3; LGD2, 20%; -- $3 million Senior Unsecured Notes due 2018, to Caa2 from Caa1; LGD4, 68%; -- $10 million Senior Unsecured Notes due 2021, to Caa2 from Caa1; LGD4, 68%; -- $300 million Senior Unsecured Global Notes due 2013, to Caa2 from Caa1; LGD4, 68%; -- Speculative Grade Liquidity Rating, SGL-2 from SGL-1 The last rating action was February 24, 2010 when Moody's assigned a Ba3 rating to new long term senior secured debt. Eastman Kodak Company, headquartered in Rochester, N.Y., provides imaging technology products and services to the photographic, graphic arts commercial printing, consumer digital, and entertainment imaging market. Kodak reported $7.2 billion in revenue for the fiscal year December 2010. EASTON-BELL SPORTS: Reports $8.12-Mil. Net Income in Fiscal 2011 ---------------------------------------------------------------- Easton-Bell Sports, Inc., reported net income of $8.12 million on $772.84 million of net sales for the fiscal year ended Jan. 1, 2011, compared with a net loss of $4.09 million on $716.33 million of net sales for the fiscal year ended Jan. 2, 2010. The Company's balance sheet at Jan. 1, 2011 showed $964.55 million in total assets, $586.91 million in total liabilities and $377.64 million in total stockholders' equity. "Overall we are pleased with both our fourth quarter and results for the year as we were able to deliver top line, margin and EBITDA growth while also investing in our key product launches scheduled for 2011," said Paul Harrington, President and Chief Executive Officer. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?7455 About Easton-Bell Sports Easton-Bell Sports, Inc. -- http://www.eastonbellsports.com/-- designs, develops and markets innovative sports equipment, protective products and related accessories under authentic brands. The Company markets and licenses products under such well-known brands as Easton, Bell, Riddell, Giro and Blackburn. Headquartered in Van Nuys, California, the Company has 29 facilities worldwide. * * * Easton Bell has 'B3' corporate family and probability of default ratings, with "positive" outlook, from Moody's Investors Service. It has 'B' issuer credit ratings, with "stable" outlook, from Standard & Poor's. S&P said in November 2010 that the company's operating performance deteriorated in 2009 due to the very weak global economy but has improved in the recent quarters. Net sales increased 5.2% in the trailing 12 months ended Oct. 2, 2010, and increased 10.2% in the quarter ended Oct. 2, 2010, compared with last year. EASTSIDE DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Eastside Development Group, LP P.O. Box 12224 Dallas, TX 75225 Bankruptcy Case No.: 11-31547 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Mark A. Castillo, Esq. THE CURTIS LAW FIRM, PC 901 Main Street, Suite 6515 Dallas, TX 75202 Tel: (214) 752-2222 Fax: (214) 752-0709 E-mail: mcastillo@curtislaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John R. Bunten, Jr., president of BS Commercial Properties, Inc., Debtor's general partner. EIGER, LLC: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------ The Business Journal reports that The Eiger, LLC, operator of the Campagnia restaurant in Fresno, California, filed for Chapter 11 bankruptcy protection, with nearly $4 million in debts. The Company said it aims to reorganize and resume business by reducing costs and improving operations. It reported only $50,000 in assets and $3.975 million in debts. The Company said Donahue Schriber, owner of the Fig Garden Village, is owed a total of $1.4 million. Donahue Schriber sued the Company in March 2009 for breach of contract, ultimately settling with a judgment in its favor for nearly $1.5 million, the journal citing Fresno County Superior Court Records. The Company said it was recently granted a motion by federal Bankruptcy Judge Whitney Rimel in Bakersfield to use cash collateral to make Campagnia's monthly payroll for its 62 employees and pay off vendors owed money prior to its bankruptcy petition. Fresno, California-based The Eiger, LLC, doing business as Campagnia, formerly doing business as Pangea, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif. Case No. 11-11662) on Feb. 14, 2011. EIGER, LLC: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------- Debtor: The Eiger, LLC dba Campagnia fdba Pangea 4595 W Jacguelyn Ave Fresno, CA 93722 Bankruptcy Case No.: 11-11662 Chapter 11 Petition Date: February 14, 2011 Court: United States Bankruptcy Court Eastern District of California (Fresno) Debtor's Counsel: David R. Jenkins, Esq. P.O. Box 1406 Fresno, CA 93716 Tel: (559) 264-5695 Scheduled Assets: $50,000 Scheduled Liabilities: $3,975,000 The list of 19 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/caeb11-11662.pdf The petition was signed by Anthony Sciola, president. ESQUIRE MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Esquire Management, LLC 8797 North Stone Farm Road Edgerton, WI 53534 Bankruptcy Case No.: 11-11235 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court Western District of Wisconsin (Madison) Judge: Robert D. Martin Debtor's Counsel: Timothy J. Peyton, Esq. KEPLER & PEYTON Suite 202, 634 West Main Street Madison, WI 53703 Tel: (608) 257-5424 E-mail: tim@keplerpeyton.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wiwb11-11235.pdf The petition was signed by Bradley J Goodrich, managing member of Tri-Co Company of Winconsin, LLC. FAIRVIEW MINISTRIES: Wants Consolidation of 5 Cases --------------------------------------------------- Elaine Johnson at DownersGrovePatch reports that a motion has been made to consolidate the five bankruptcy cases under the proposed lead debtor Fairview Ministries, Inc., which oversees and manages Fairview Village, Fairview Baptist Home and Fairview Residence of Rockford. A hearing is scheduled for March 8, 2011. The report relates that court documents show a picture of an organization hurt by the prolonged economic downturn. Declining real estate values and investment losses have "made it difficult, if not impossible, for seniors to move into retirement housing facilities such as Fairview Village, as many older adults rely on the proceeds from the sale of their home to fund the upfront entrance fee required by most (continuing care retirement communities.)" Based in Downers Grove, Illinois, Fairview Ministries Inc. filed for Chapter 11 bankruptcy protection on Feb. 4, 2011 (Bankr. N.D. Ill. Lead Case no. 11-04386). Judge Susan Pierson Sonderby presides over the case. George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, represents the Debtors. In their petition, the Debtor estimated assets of between $1 million and $10 million, and debts of between $50 million and $100 million. FENTURA FINANCIAL: Amendments to 1996 Stock Option Plan Okayed -------------------------------------------------------------- On Feb. 24, 2011, the board of directors of Fentura Financial, Inc. approved certain amendments to the Company's 1996 Employee Stock Option Plan in order to comply with certain provisions of Section 409A of the Internal Revenue Code of 1986. 1996 Employee Stock Option Plan The Company has previously adopted the 1996 Employee Stock Option Plan. The Plan provides for various types of equity compensation awards, including Stock Appreciation Rights. SARs represent the recipient's right to receive the payment from the Company of an amount equal to the incremental value of each SAR. Incremental value means the amount derived from subtracting (1) the fair market value of one share of the Company's common stock as of the date the SAR is granted, from (2) the fair market value of one share of the Company's common stock as of the date the SAR is exercised. The Plan provides that SARs may be granted in tandem with stock options granted to a Plan participant or independently from the grant of stock options. The Plan provides for the payment of incremental value in the form of cash, stock or a combination of cash and stock. Payment with respect to a SAR exercise may be made in cash to Officers only if the SAR is exercised during the "window period" required under Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934. For purposes of the Plan, fair market value means: (1) if the Company common stock is listed on a national securities exchange, the average of the highest and lowest selling price for the given date, or the most recent date upon which sales occurred, (2) if (1) does not apply, then the fair market value shall be the average of the highest and lowest selling price for the Company common stock as reported on the Nasdaq National market for the given date, or the most recent date upon which sales occurred, or (3) if neither (1) or (2) applies, then fair market value will be determined by the Company's Board of Directors, based on such valuation methods or indicia of value as the Board deems advisable. Amendment to Stock Option Plan The Company has amended the Stock Option Plan to bring the SAR provisions into compliance with certain provisions of Section 409A of the Internal Revenue Code of 1986 and regulatory guidance issued by the IRS. These amendments include requirements that any payments made pursuant to a SAR that is subject to the provisions of Code Section 409A shall only be made following a payment event as permitted by Code Section 409A, such as the participant's separation from service or a fixed date. The amendment also provides that for SARs that are subject to Code Section 409A, a payment that is to be made following termination of employment to a SAR participant who is a specified employee, as defined under Code Section 409A will not be made prior to the first day of the seventh month following the participant's separation from service, as defined by Code Section 409A. SAR Agreements On Feb. 24, 2011, the Company's board of directors granted 5,000 SARs to each of the following executives: Donald L. Grill, Ronald Justice, Douglas Kelley, Daniel Wollschlager and Holly Pingatore. The board also determined that the exercise price, which is the fair market value of a share of Company common stock to be used to determine the incremental value of a SAR payable to a participant, is $2.00. The terms of the SARs are set forth in a Stock Appreciation Rights Agreement between the Company and each of the aforementioned participants. The SAR Agreements provide that the SARs will be paid on one or two fixed dates. The First SAR Payment Date will be the latest of Feb. 24, 2014, the third anniversary of the Grant Date, the date on which the Company's wholly owned subsidiary, The State Bank, is no longer subject to the terms, conditions and restrictions of the consent order dated Dec. 31, 2009, to which the Bank and the FDIC are parties, and the date on which the Company is no longer subject to the terms, conditions and restrictions of the agreement between the Company and the Federal Reserve Board, effective Nov. 4, 2010. If the First SAR Payment Date does not occur prior to Feb. 24, 2016, the fifth anniversary of the Grant Date, then the SARs will expire and be cancelled without any payment to Participant. If the First SAR Payment Date occurs prior to Feb. 24, 2016, the fifth anniversary of the Grant Date, the Second SAR Payment Date will be the fifth anniversary of the Grant Date. On the First SAR Payment Date, the Company will pay to Participant an amount equal to the product of (i) 5,000, and (ii) the excess of the Fair Market Value of one share of Common Stock on the First SAR Payment Date over the exercise price. On the Second SAR Payment Date, the Company will pay to Participant an amount equal to the product of (i)5,000, and (ii) the excess of the Fair Market Value of one share of Common Stock on the Second SAR Payment Date over the Fair Market Value of one share of Common Stock on the First SAR Payment Date. If, as of the First SAR Payment Date, the Fair Market Value of one share of Common Stock does not exceed the Exercise Price, then the Company shall not make a payment to Participant on the First SAR Payment date. If, as of the Second SAR Payment Date, the Fair Market Value of one share of Common Stock does not exceed Fair Market Value of one share of Common Stock on the First SAR Payment Date, then the Company will not make a payment to Participant on the Second SAR Payment date. Upon a change in control of the Company, the Company will pay an amount to the Participant determined as follows: If the effective date of a Change in Control is prior to the First SAR Payment Date, the Company will pay Participant an amount equal to the product of (i) 5,000, and (ii) the excess of the Fair Market Value of one share of Common Stock on the effective date of the Change in Control over the exercise price. If the effective date of a Change in Control is after the First SAR Payment Date and prior to the Second SAR Payment Date, the Company will pay Participant an amount equal to the product of (i) 5,000, and (ii) the excess of the Fair Market Value of one share of Common Stock on the effective date of the Change in Control over the Fair Market Value of one share of Common Stock on the First SAR Payment Date. For purposes of the Agreement, the term "Change in Control" will mean means a change in the ownership or effective control of the Company or Affiliate that employs Executive, or in the ownership of a substantial portion of the assets of the Company or Affiliate that employs Executive, as such change is defined in Section 409A of the Code and regulations thereunder. The term "Affiliate" will mean any corporation that is a member of a controlled group of corporations, as defined in Code Section 414(b), of which the Company is a member; each trade or business, whether or not incorporated, under common control, as defined in Code Section 414(c), of or with the Company; each member of an affiliated service group, as defined in Code Section 414(m), of which the Company is a member; and any other entity that is considered pursuant to Code Section 414(o) to be a member of a controlled group of corporations of which the Company is a member. All SARs outstanding as of the date of the Participant's termination of service with the Company and its affiliates for any reason, other than death or the Participant's retirement with the consent of the Board will expire immediately upon such termination of service and the Company will make no payment or further payment pursuant to this Agreement. In the event of Participant's retirement with the consent of the board, payment to Participant will occur at the time and in the amount otherwise provided for a participant who remains in the employ of the Company or its affiliate. In the event of Participant's death, the Company will, within 30 days following the date of Participant's death, pay to Participant's designated beneficiary or beneficiaries an amount determined as follows: If the date of Participant's death is prior to the First SAR Payment Date, the Company will pay Participant's beneficiary an amount equal to the product of (i) 5,000, and (ii) the excess of the Fair Market Value of one share of Common Stock on the effective date of Participant's death over the exercise price. If the date of Participant's death is after the First SAR Payment Date and prior to the Second SAR Payment Date, the Company will pay Participant's beneficiary an amount equal to the product of (i) 5,000, and (ii) the excess of the Fair Market Value of one share of Common Stock on the date of Participant's death over the Fair Market Value of one share of Common Stock on the First SAR Payment Date. If Participant fails to designate a beneficiary, the Company shall make such payment to Participant's estate. Summary of Federal Income Tax Consequences of the 1996 Employees Stock Option Plan as Amended and the SAR Agreements The amounts payable to the executives pursuant to the Plan and the SAR Agreements are generally not included in the participants' income for federal income tax purposes until they are actually paid to the participants. The Plan and SAR Agreements are subject to certain requirements of Section 409A of the Internal Revenue Code which include rules regarding the timing of payments to the executives. If an executive is considered a key employee pursuant to Section 416 of the Internal Revenue Code, then payments to the executive must not be made until six months following the executive's termination of employment. If the Plan and SAR Agreements do not comply with Section 409A, the executive would incur an excise tax equal to 20% of the amounts payable under the Plan and SAR Agreements, plus interest in certain cases. The Company intends that the Plan and SAR Agreements comply with Section 409A. About Fentura Financial Based in Fenton, Michigan, Fentura Financial, Inc., is a registered bank holding company, owns and controls The State Bank, Fenton, Michigan, and West Michigan Community Bank, Hudsonville, Michigan, both state nonmember banks, and two nonbank subsidiaries. Fentura Financial shares are traded over the counter under the FETM trading symbol. At Sept. 30, 2010, the Company had total assets of $449.38 million against total liabilities of $433.31 million, and shareholders' equity of $16.07 million. Fentura reported a net loss of $5.60 million for the nine months ended Sept. 30, 2010, from $17.871 million for the same period a year ago. As reported in the Troubled Company Reporter on March 22, 2010, Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred net losses in 2009 and 2008, primarily from higher provisions for loan losses, and non-compliance with the higher capital requirements of the Consent Orders. Fentura Financial, Inc., entered into a Written Agreement with the Federal Reserve Bank of Chicago on November 4, 2010. Among other things, the Written Agreement requires that the Company obtain the approval of the FRB prior to paying a dividend; requires that the Company obtain the approval of the FRB prior to making any distribution of interest, principal, or other sums on subordinated debentures or trust preferred securities; prohibits the Company from purchasing or redeeming any shares of its stock without the prior written approval of the FRB; requires the submission of a written capital plan by January 3, 2011, and; requires the Company to submit cash flow projections for the Company to the FRB on a quarterly basis. FIRST SECURITY: John Haddock Has $190,000 Annual Base Salary ------------------------------------------------------------ On Feb. 23, 2011, the Board of Directors appointed John R. Haddock, age 32, acting interim Chief Financial Officer, pending regulatory non-objection of First Security Group, Inc. and FSGBank, N.A. Haddock has served as Corporate Controller of First Security and FSGBank since 2006 and has eight years of experience in accounting and finance. He is a certified public accountant and holds a master of accountancy degree and a bachelor's degree in business administration, both from the University of Tennessee. Prior to joining First Security in 2005, Haddock worked for Hazlett, Lewis & Bieter, PLLC, an accounting firm specializing in serving financial institutions, after beginning his career with PricewaterhouseCoopers. In connection with the appointment, Haddock will be entitled to an annual base salary of $190,000. Haddock is also entitled to participate in First Security's employee benefit plans, subject to any regulatory prohibitions on such participation. On Feb. 23, 2011, William L. Lusk, Jr. resigned as Secretary, Chief Financial Officer and Executive Vice President of First Security Group, Inc. and FSGBank, N.A. to accept a new position with an out-of-market financial institution. About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. As reported in the Troubled Company Reporter on November 12, 2010, the Company said its losses from operations during the last two years raise possible doubt as to its ability to continue as a going concern. On September 7, 2010, the Company entered into a Written Agreement with the Federal Reserve Bank of Atlanta, the Company's primary regulator, which prohibits the Company from declaring or paying dividends without prior written consent of the Federal Reserve. The Company is also prohibited from taking dividends, or any other form of payment representing a reduction of capital, from the Bank without prior written consent. The Company is also required, within 60 days of the Agreement, to submit to the Federal Reserve a written plan designed to maintain sufficient capital at the Company and the Bank. On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary, consented and agreed to the issuance of a Consent Order by the Office of the Comptroller of the Currency (OCC). Pursuant to that Consent Order, within 120 days of the effective date of the Order, the Bank is required to achieve and thereafter maintain total capital at least equal to 13% of risk-weighted assets and Tier 1 capital at least equal to 9% of adjusted total assets. As of Sept. 30, 2010, the first financial reporting period subsequent to the 120 day requirement, the Bank's total capital to risk-weighted assets was 12.93% and the Tier 1 capital to adjusted total assets was 7.43%. The Bank has notified the OCC of the non-compliance. FLEXERA SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to Schaumburg, Ill.-based Flexera Software Inc. The outlook is stable. At the same time, S&P assigned a 'BB-' rating to the company's $15 million secured revolving credit facility and $200 million senior secured term loan, with a recovery rating of '2', indicating its expectation for substantial (70%-90%) recovery in the event of a payment default. The company intends to use the debt proceeds, in part, to refinance existing debt, pay a dividend to shareholders, and for general corporate purposes. "The rating reflects Flexera's niche market position, leveraged financial profile, and S&P's view that the company's private- equity ownership structure is likely to preclude sustained deleveraging," said Standard & Poor's credit analyst Andrew Chang. FN BUILDING: Owner Files Payment Plan ------------------------------------- DBR Small Cap reports that the owner of Detroit's First National Building has filed a plan describing how it will pay the creditors and tenants that have fought to install new management or throw out the company's bankruptcy. The report relates that FN Building LLC is proposing to sell its 25-story building located in downtown Detroit in order to generate the cash it needs to pay down its debts under a Chapter 11 plan of reorganization, court papers show. To that end, FN Building has teamed up with its mortgage lender and biggest creditor, FNB Detroit 2010 LLC, to engage in "very serious discussions" with a potential purchaser. Such talks were made possible once FN Building agreed to keep a state court- appointed receiver at its helm to appease creditors like law firm Hongiman Miller Schwartz and Cohn, FN Building's biggest tenant, according to DBR. The report notes that these creditors had sought new leadership or the dismissal the company's bankruptcy in light of concerns about existing management. FN Building L.L.C., filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-10266) in Manhattan, New York, on Jan. 26, 2011. FN Building is the owner of the First National Building in Detroit. The Company owes $25.7 million on a mortgage to FNB Detroit 2010 LLC. The building is said to be worth $5.58 million. FORD MOTOR: February Retail Sales Climbed 23% Versus a Year Ago --------------------------------------------------------------- Consumer demand for Ford Motor Co.'s fuel-efficient vehicles continues to grow as February retail sales increased 23% versus a year ago. Ford's total February sales, including sales to fleet customers, were 156,626, up 14%. "With oil nearing $100 per barrel and gasoline prices continuing to rise, consumers' consideration for fuel economy once again is taking top billing," said Ken Czubay, Ford vice president, U.S. Marketing, Sales and Service. "Ford's investment in new products, engines and transmissions is delivering real value to our customers, and people are rewarding us for it." Ford offers 12 vehicles that lead their sales segments in fuel economy, including four vehicles with EPA certified 40 mpg or higher fuel economy ratings - a claim no other full-line automaker can match. * Cars Retail sales of Ford's small cars - Fiesta and Focus - were more than double year-ago levels (up 114 percent). Fiesta had its best sales month ever with 6,270 vehicles and continues to gain share in its market segment. Focus retail sales were 43% higher than a year ago. The all-new Focus will arrive in Ford dealer showrooms this spring. Ford Fusion set a new monthly sales record with total sales of 23,111, up 40% versus a year ago. Retail sales also were higher for the Ford Mustang (up 22 percent) and the Lincoln MKZ midsize sedan (up 17 percent). * Utilities Sales of Ford's utility vehicles were paced by the all-new Ford Explorer. Explorer retail sales were up 268%. For the second straight month, the new Explorer is the fastest-turning vehicle in the Ford showroom. Retail sales also were higher for the Ford Escape (up 34 percent), Edge (up 18 percent) and Lincoln MKX (up 13 percent). Escape set a February record with total sales of 18,005 (up 19 percent). * Trucks Strong sales to commercial fleet customers and higher sales to retail customers powered Ford truck sales growth in February. Sales of Ford's F-Series truck totaled 37,549, up 14% versus a year ago. Ford's commercial vehicles also posted strong year-to-year increases. Econoline sales totaled 9,723 (up 22 percent) and Transit Connect sales were 2,152 (up 61 percent). * Year-to-date sales In the first two months of 2011, Ford sales totaled 283,943, up 14% versus the same period a year ago. Retail sales were up 25% with the strongest growth in the East (where retail sales were up 45 percent) and California (where retail sales were up 43 percent). "Ford's fuel-efficient, high-quality vehicles are winning customers nationwide, but the strongest growth is in the 'smile' region of the country," said Czubay. "Early consumer reactions indicate the new Focus will drive more growth in these areas." * North American production In the second quarter, Ford plans to build 710,000 vehicles, up 57,000 vehicles (9 percent) compared with the second quarter of 2010. In the first quarter, Ford plans to build 650,000 vehicles, unchanged from the previous forecast. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. Ford Motor's balance sheet at Sept. 30, 2010, showed $177.07 billion in total assets, $178.81 billion in total liabilities, and a stockholders' deficit of $1.77 billion. * * * Ford Motor has a 'BB' issuer default rating, with positive outlook, from Fitch Ratings; 'Ba2' corporate family rating and probability of default rating from Moody's Investors Service; and a 'BB-' corporate credit rating, with positive outlook, from Standard & Poor's. Fitch said at the end of January 2011 that Ford's ratings reflect its continued strong financial performance and the substantial debt reduction accomplished in the fourth quarter of 2010, both of which outperformed Fitch's previous expectations. GATEHOUSE MEDIA: Incurs $26.64 Million Net Loss in 2010 ------------------------------------------------------- Gatehouse Media, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $26.64 million on $558.58 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $530.61 million on $584.79 million of total revenue for the year ended Dec. 31, 2009. The Company reported net income of $1.10 million on $143.36 million of revenue for the three months ended Dec. 31, 2010, compared with a net loss of $4.27 million on $150.16 million of total revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $546.32 million in total assets, $1.33 billion in total liabilities and a $792.12 million stockholders' deficit. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?7469 A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?7463 About GateHouse Media GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 97 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. GRAY TELEVISION: Reports $21.86MM Net Income in Fourth Quarter -------------------------------------------------------------- Gray Television, Inc. announced results of its operations for the three-month period and year ended Dec. 31, 2010. The Company reported net income of $21.86 million on $114.59 million of revenue for the three months ended Dec. 31, 2010, compared with a net loss of $1.96 million on $77.51 million of revenue during the same period during the prior year. The Company also reported net income of $23.16 million on $346.05 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $23.04 million on $270.37 million of revenue a year ago. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?7464 About Gray Television Formerly known as Gray Communications System, Atlanta, Georgia- based Gray Television, Inc., is a television broadcast company. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8 local news/weather channels and 1 "independent" channel in certain of its existing markets. The Company's balance sheet at Sept. 30, 2010, showed $1.25 billion in total assets, $1.10 billion in total liabilities, and stockholders' equity of $111.81 million. * * * Gray Television carries 'B-' issuer credit ratings, with stable outlook, from Standard & Poor's and 'Caa1' corporate family rating and probability of default rating, with stable outlook, from Moody's. "Moody's views the company's current level of financial leverage, as exacerbated by a concentrated maturity profile, to be unsustainable for a TV broadcaster and indicative of elevated restructuring risk over the longer-term," said Moody's Russell Solomon, Senior Vice President, in April 2010. Pro forma for the pending transaction, all of Gray's debt (including its debt-like Series D Preferred Stock) comes due in 2014-2015. Moody's believes Gray will need to significantly reduce its debt with free cash flow and will probably need to issue additional equity in order to further moderate its leverage profile over the next few years prior to accessing the capital markets again to refinance current obligations. The Caa1 CFR incorporates Moody's view that leverage will remain excessive over at least the next two years. GENERAL GROWTH: NY Comptroller Defends $12-Mil. Cure Claim ---------------------------------------------------------- As reported in the Jan. 24, 2011 edition of the Troubled Company Reporter, reorganized General Growth Properties, Inc., and its units seek the disallowance of the Comptroller of the State of New York's claim for more than $12 million. Counsel to the Reorganized Debtors, Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York, insists that the Reorganized Debtors should not be required to pay more than over $12 million in postpetition interest at the default rate on a promissory note dated Feb. 8, 2008. He contends that the only basis for the Comptroller's claim is the purported automatic acceleration of the loan triggered by GGP, Inc., f/k/a General Growth Properties, Inc.'s Chapter 11 filing. However, GGP was not in default under the Homart Note as of the Petition Date, he stresses. Comptroller Defends Claim The Comptroller of the State of New York, as trustee of the Common Retirement Fund, complains that General Growth Properties urge the Bankruptcy Court to ignore the provisions of the Bankruptcy Code, case law, and the terms of the underlying contract in saying that to allow the CRF to collect default interest would be to grant CRF a windfall. "The Reorganized Debtors' windfall argument is a last desperate attempt to avoid the terms of a contract that so clearly provide for the payment of that default interest. The CRF is not receiving any windfall; it is getting exactly what it is contractually entitled to receive," Andrew C. Gold, Esq., at Herrick, Feinstein LLP, in New York, counsel to the Comptroller tells the Court. Mr. Gold argues that the Reorganized Debtors have not provided any basis excusing them from their contractual obligation to pay default interest. Sections 1123(d) and 1124(e) of the Bankruptcy Code and the decision In re 139-141 Owners Corp. make clear that the explicit and unambiguous terms of the contract and state law govern in determining the proper amount that must be paid to a secured creditor in order for a debtor to cure and reinstate the creditor's debt, he reasons. Indeed, the Reorganized Debtors do not dispute that a $254 million promissory note made by GGP Limited Partnership triggers the imposition of default interest upon the Reorganized Debtors' bankruptcy filings, and that the default interest charged under the Homart Note is valid under state law, Mr. Gold avers. Because CRF is legally entitled to default interest, the Debtors must pay CRF default interest to comply with the cure and reinstatement provisions of Sections 1123 and 1124, he insists. To the extent that the Reorganized Debtors argue that the CRF is not entitled to default interest where the default is based solely on the Reorganized Debtors' bankruptcy filings, the statutes with respect to the unenforceability of ipso facto provisions are unambiguous that they only apply to executory contracts and unexpired leases, neither of which are at issue here, Mr. Gold contends. Mr. Gold stresses that the default interest provision in the Note is important to the Reorganized Debtors and CRF because it allowed the Debtors to pay a lower non-default contract rate than it would have been able to obtain without the default interest provision. Thus, to deny default interest would benefit only the shareholders of the Reorganized Debtors since they are solvent debtors, he asserts. Reorganized Debtors Talk Back Counsel to the Reorganized Debtors, Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York, argues that the Comptroller's newly-offered interpretation stretches Section 1123(d) far beyond its language and the legislative intent behind its 1994 enactment. At a status conference before the Court on February 8, 2011, the Reorganized Debtors advised the Court that the parties had reached an agreement in principle concerning the request by the Comptroller for payment of default interest on the Homart Note, which was cured and reinstated in connection with the Third Amended Joint Plan of Reorganization. Subsequently, the Comptroller advised the Reorganized Debtors that the agreement was not approved and that it desired to continue to litigate its disputes concerning default interest, Mr. Holtzer states. However, Section 1123(d) confirms that the Comptroller is not entitled to interest at the Default Rate, providing that if it is proposed in a plan to cure a default the amount necessary to cure the default will be determined in accordance with the underlying agreement and applicable nonbankruptcy law, Mr. Holtzer explains. The Comptroller can not dispute that if the "default" of the Reorganized Debtor's Chapter 11 filing had not occurred, there is no circumstance under which the Reorganized Debtors would have been required to pay interest at the Default Rate under the Homart Note, he points out. More importantly, the legislative intent of Section 1123 demonstrates that it does not, as the Comptroller argues, constitute a bankruptcy toll that effectively would require every debtor to pay postpetition default rate interest to every oversecured lender reinstated under a plan due to the triggering of ipso facto clauses, Mr. Holtzer avers. Mr. Holtzer continues that although the payment of default interest may be required under Section 1124(2) in some circumstances, where the default at issue is one that need not be cured under the Bankruptcy Code, it stands to reason that the consequences stemming from that default are not enforceable. Nothing in Section 1123(d) compels a contrary result, he maintains. Parties Stipulate Facts The Reorganized Debtors and the Comptroller entered into a stipulation of facts concerning the Comptroller's objection to the cure amount of its claim. The parties agree: (1) On or about February 8, 2008, the Comptroller and GGP LP entered into the Homart Note, pursuant to the Comptroller agreed to lend, and GGP LP agreed to borrow, $254 million in principal amount. The maturity date for the Homart Note is February 28, 2013. The Homart Note is secured by a pledge of GGP LP's shares in the joint venture GGP/Homart II, LLC. (2) Commencing on April 16, 2009, the Reorganized Debtors each commenced a voluntary case under Chapter 11. The Reorganized Debtors are solvent. (3) As of the Petition Date, the Homart Note was not in default. Article 3 of the Homart Note provides that the commencement of a bankruptcy case by GGP LP constitutes an immediate event of default. Article 3 of the Homart Note further provides that if the default is a result of a bankruptcy filing "the unpaid principal amount of the Promissory Note, together with accrued and unpaid interest, will become immediately due and payable without any declaration or other act on the part of the Payee." Article 4 of the Homart Note further provides that the occurrence and continuance of an event of default will entitle the Comptroller to a 3% increase in the rate of interest owed on the balance of the unpaid principal for a total interest rate of 8.95% per annum. The Reorganized Debtors stated in their Response that, as a standalone figure, the percentage of the Default Rate is not disproportionately higher than the non-default rate contained in the Homart Note. (4) The Reorganized Debtors filed the Third Amended Joint Plan of Reorganization, which proposed to reinstate the Homart Note by paying any outstanding interest due to the Comptroller at the non-default rate provided in the Homart Note. The Plan also provides that, on the Effective Date, each holder of an Allowed General Unsecured Claim would, "receive on account of the holder's Allowed General Unsecured Claim, payment in full, in cash, with postpetition interest calculated at the Federal Judgment Rate unless there is an applicable contractual interest rate." (5) On October 7, 2010, the Comptroller filed the Cure Amount Objection. (6) The Court confirmed the Plan on October 21, 2010. On November 9, 2010, the Plan became effective. (7) On the Effective Date, consistent with the Plan, General Growth Properties, Inc. made to Comptroller a payment in cash of $25,298,014, which included accrued interest at the non-default rate from March 1, 2009 to November 9, 2010 and professional fees, but did not include interest at the Default Rate. GGP and the Comptroller agreed to defer the dispute over whether additional interest was payable at the Default Rate until after GGP's emergence from bankruptcy protection, if not previously settled. (8) The Comptroller contends that it is owed $32,906,541 in interest at the Default Rate through October 7, 2010 plus per diem amounts at the Default Rate of 8.95% until payment. As a result of the payments made by the GGP to the Comptroller on the Effective Date, the amount in dispute is approximately $11.5 million. (9) The Reorganized Debtors and the Comptroller have not been able to resolve the Cure Amount Objection consensually. GENERAL GROWTH: Whalers Village Gets $80-Mil. Refinancing --------------------------------------------------------- Holliday Fenoglio Fowler, LP, announced on February 21, 2011 that it has arranged an $80 million refinancing for Whalers Village, a 110,836-square-foot, open-air shopping and entertainment center located along Kaanapali Beach in West Maui, Hawaii. HFF worked exclusively on behalf of WV Sub, LLC, an entity controlled by General Growth Properties, to secure the 10-year, fixed-rate loan through Goldman Sachs & Co. The securitized loan will refinance an existing loan on the center. Whalers Village is located at 2435 Kaanapali Parkway in western Maui within walking distance to approximately 5,000 hotel, timeshare and condominium units along Kaanapali Beach. Originally built in 1970, the property has been renovated and expanded over the years and is currently 98 percent leased to 70 tenants. Notable tenants include Louis Vuitton, Tommy Bahama, Coach, Pacific Sunwear, Hula Grill, Leilani's Restaurant and Cane & Taro Restaurant. Whalers Village is also home to the Whalers Village Museum and Theater, and the mall's center stage that hosts more than 350 performances a year. According to HFF, Whalers Village ranks first in market share in Maui capturing approximately one of every four retail dollars spent on Maui. It is a premier asset with a world-class location along one of Maui's famed beaches. The HFF team representing the borrower included senior managing director Paul Brindley, director John Crump and executive managing director Mark Gibson. Holliday Fenoglio Fowler, LP ("HFF") and HFF Securities LP ("HFFS") are owned by HFF, Inc. (NYSE: HF). HFF operates out of 18 offices nationwide and is a leading provider of commercial real estate and capital markets services to the U.S. commercial real estate industry. HFF together with its affiliate HFFS offer clients a fully integrated national capital markets platform including debt placement, investment sales, advisory services, structured finance, private equity, loan sales, and commercial loan servicing. 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 protection 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, serve 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 Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. 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: Judge Says He Will Confirm Old GM Plan ------------------------------------------------------ Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York said during the March 3, 2011, hearing that he will confirm the Amended Joint Chapter 11 Plan of Reorganization filed by Motors Liquidation Company and its debtor affiliates and will issue a written ruling soon, Reuters reported citing Tim Yost, a spokesperson for AlixPartners LLP. As of March 3, all of the objections to the confirmation of the Plan are believed to be resolved except the objections filed by the Town of Salina; the State of New York; the California Department of Toxic Substances; Onondaga County, New York; Appaloosa Management L.P., et al.; New United Motor Manufacturing, Inc.; and Green Hunt Wedlake, Inc., according to Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, counsel to the Debtors. At the March 3 hearing, David Jones, Esq., from the U.S. Attorney's office, asserted that it is critical to the public interest that the Debtors' Plan be confirmed and become effective promptly so creditors can be paid and U.S. taxpayers can stop bearing the expense of the Debtors' complex bankruptcy, Tiffany Kary of Bloomberg News reported. Mr. Jones further said the U.S. and Canada's export agency will get any assets that remain after the wind-down, Bloomberg related. Bloomberg noted that creditors, including New York State and a group of hedge funds holding about $2 billion in claims, raised concern over their ability to control when they would receive distributions given that the new GM stock could decline in value. To this, Barry Siedel, Esq., at Butzel Long, New York, conflicts counsel to the Debtors, replied that there is a cottage industry of purchasing bonds of limited liability companies for cents on the dollar, Bloomberg noted. These claims buyers are getting about $2.6 billion in claims when the amount in principle was $1 billion, Mr. Siedel added, according to Bloomberg. Bruce Zirinsky, Esq., at Greenberg Traurig LLP, in New York -- zirinskyb@gtlaw.com -- counsel to Appaloosa and other holders of notes of General Motors Nova Scotia, stressed at the hearing that the group risks losing value because the claim will be repaid in GM stock and warrants. As proposed by Green Hunt, trustee of GM Nova Scotia, in its objection to confirmation of the Plan, Mr. Zirinsky reiterated the need for the group to manage a reserve for claims, giving the group permission to sell the stock or warrants, Bloomberg related. Mr. Seidel replied that its unheard of to give a creditor the right to directly manage its claim, Bloomberg relayed. The State of New York also has similar concerns citing the volatility of the value of New GM stock, Bloomberg noted. Counsel to the State, Maureen F. Leary, Esq., assistant attorney general, Albany, New York, told Judge Gerber that a trust is needed to distribute stock and warrants to creditors who are later in line for distribution. Against this backdrop, Mr. Smolinsky contended, the risk of share volatility gives creditors good incentive to resolve any remaining issues with the company, Bloomberg relayed. "If value of stock plummets the estate would run out of shares to settle claims," he said at the hearing. With the impending confirmation of the Plan, Bernard Simon of Financial Times wrote that that liquidation of Old GM has been accomplished more quickly and smoothly than seemed possible for one of the largest and most complex bankruptcy cases in U.S. history. "History will regard this case as the benchmark for large industrial bankruptcies in the future, especially when it comes to environmental remediation, asset liquidation and claims resolution," Al Koch, vice-chairman of AlixPartners and chief executive officer of MLC, was quoted by FT as saying on Thursday. According to FT, Mr. Koch's AlixPartners team was responsible for the resolution of about 85% of $275 billion in claims against GM since it filed for bankruptcy in June 2009. Mr. Koch also mentioned that a critical factor in confirming the Plan was the agreement the Debtors entered into with the U.S. Government, Environmental Protection Agency, 14 states and a tribe to resolve the Debtors' environmental liabilities for $773 million, FT related. The Plan has created an environmental response trust to administer the remediation of the sites subject to the agreement. Mr. Koch said the Debtors deemed the environmental agreement as "the fastest and most-effective way to get done what needed to be done, FT noted. Old GM's Statement on Confirmation The United States Bankruptcy Court for the Southern District of New York orally ruled that it would confirm the Chapter 11 Plan of Motors Liquidation Company (f/k/a General Motors Corporation) ("MLC") and would issue a written decision confirming the same shortly. The Chapter 11 case of MLC is one of the largest and most complex bankruptcy cases in U.S. history and confirmation of the Plan paves the way for the implementation of a unique trust structure that will continue environmental remediation, claims resolution and stock distribution to unsecured creditors. MLC of Harlem, Inc. (f/k/a Chevrolet-Saturn of Harlem, Inc.), MLCS, LLC (f/k/a Saturn, LLC), MLCS Distribution Corporation (f/k/a Saturn Distribution Corporation), Remediation and Liability Management Company, Inc., and Environmental Corporate Remediation Company, Inc. (collectively, the "Debtors") are also included in the confirmation ruling. "Confirmation of the plan is a testament to the fact that creative approaches to old challenges coupled with a dedicated team working closely with federal and local governments, regulatory bodies, communities and creditors, can create unique solutions in a relatively short period of time," said Al Koch, CEO of MLC. "This marks the historic completion to an incredibly complex bankruptcy and I believe history will regard this case as the benchmark for large industrial bankruptcies in the future, especially when it comes to environmental remediation, asset liquidation and claims resolution." The plan creates four trusts and, one, the General Unsecured Creditors Trust, will be responsible for resolving the outstanding claims of the Debtors' unsecured creditors and distributing the General Motors Company outstanding common stock and warrants owned by MLC to those unsecured creditors whose claims are allowed. MLC presently owns 10% of General Motors' common stock, plus warrants that are exercisable for a further 15% of General Motors' common stock on a fully diluted basis. MLC's interest includes 150 million shares of common stock, a warrant to acquire 136.4 million shares at $10/share and a warrant to acquire 136.4 million shares at $18.33/share. Claims resolution was a key focus for MLC. MLC successfully negotiated the resolution of nearly 85 percent of the $275 billion in claims that were filed against the company since it filed for bankruptcy in June 2009. MLC leveraged unique technological solutions provided by AlixPartners LLP in order to manage the treatment of more than 750,000 contracts, and the analysis of more than 70,000 claims. This Web-enabled collaboration considerably enhanced the efficiency and effectiveness of the process. This was combined with extensive and collaborative negotiations for claims at numerous federal and state EPA Superfund sites. Additionally, the Environmental Remediation Trust, or "ERT," crafted by MLC in conjunction with federal, state and local regulators, provides $536 million, subject to adjustment as provided for in the Settlement Agreement, for the continuing environmental remediation of remaining properties, for as long as 100 years in some cases. The ERT's assets will consist of cash, remaining unsold real properties, and the equipment that is located at those properties. "The ERT is a unique structure as compared to the traditional large environmental bankruptcy in that it provides an overall 'national' remediation solution backed by significant funds, while also providing a strong voice to the states involved in the process," said Ted Stenger, executive vice president of MLC. "It is nearly impossible to redevelop such properties for productive, job-creating purposes unless environmental remediation is complete or the buyer can be assured the funding exists. The plan provides this assurance and has contributed to the sale or agreement to sell more than a dozen MLC properties." MLC anticipates that the majority of the environmental remediation contemplated in the ERT should be completed or well underway within five years, and that the ERT will have adequate funding to bring facilities to regulatory closure. A third trust will handle both present and future asbestos-related claims against the debtors, while a fourth trust will deal with certain litigation-related claims of the Debtors. An additional significant accomplishment has been the aggressive real estate sales during the bankruptcy process. Although environmental remediation has been a need at many of the sites under MLC's control, MLC's asset-sales team, working closely with federal and state governments and local communities, has been able to recently sell or secure sales agreements for 11 properties including: -- Pittsburgh Stamping -- Moraine (Ohio) Assembly -- Grand Rapids (Mich.) Stamping -- Parma (Ohio) complex and land -- Pontiac (Mich.) Assembly -- Pontiac Centerpoint Central -- Pontiac Centerpoint West -- Pontiac Site 15 -- Pontiac Site 17 -- Pontiac Site 25 -- Pontiac building These new sales are in addition to previously announced sales at facilities such as: -- Wilmington (Del.) Assembly, sold to Fisker Automotive Inc. for the production of hybrid electric cars -- Pontiac (Mich.) Centerpoint Campus, sold to Raleigh Studios Inc. for the creation of a movie studio supporting Michigan's film industry -- Strasbourg (France) Powertrain, sold to General Motors and saving approximately 1,200 jobs Asbestos Panel Supports Plan Confirmation The Official Committee of Unsecured Creditors Holding Asbestos- Related Claims believes the Debtors' Amended Joint Chapter 11 Plan of Reorganization meets the standards for conformation and should thus be confirmed. The Asbestos Committee notes that the Court's use of Section 105(a) of the Bankruptcy Code to channel Asbestos Personal Injury Claims to the Asbestos Trust is appropriate. Trevor W. Swett III, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C., relates that Section 524(g) of the Bankruptcy Code, a provision enacted to address asbestos liabilities, is not available in the Plan. Thus, absent the use of a Section 105 injunction attempting to emulate the protections of Section 524(g) as in the Debtors' Chapter 11 cases, there would be no assurance of fair treatment between present and future asbestos claimants, he says. He adds that the Plan is also supported by the Future Claims Representative and the Asbestos Committee's constituency, which overwhelmingly voted in favor of the Plan as Class 5 members. 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 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. 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). 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. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. 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: Parties Oppose Approval of Trust Settlement ----------------------------------------------------------- As reported in the Oct. 25, 2010 edition of the Troubled Company Reporter, Motors Liquidation Company and its debtor affiliates submitted to U.S. Bankruptcy Judge Robert Gerber for approval a $773-million environmental response trust consent decree and settlement agreement they entered with the United States Government and 15 other parties. The signing parties are the states of Delaware, Illinois, Indiana, Kansas, Michigan, Missouri, New Jersey, New York, Ohio, and Wisconsin; the Commonwealth of Virginia; the Louisiana Department of Environmental Quality; the Massachusetts Department of Environmental Protection; the Department of Environmental Protection of the Commonwealth of Pennsylvania, and the Saint Regis Mohawk Tribe. Under the Settlement Agreement, the Debtors will place certain properties and other assets of the Debtors into an environmental response trust to resolve disputes relating to the Properties, a schedule of which is available for free at: http://bankrupt.com/misc/gm_propertiessubjecttosettlemnt.pdf In separate objections, the County of Onondaga and Town of Salina, of New York and Onkwehonwe Signatory Tribe oppose approval of the Environmental Trust Settlement. A. Onondaga County Onondaga County complains that the Environmental Response Trust would require the Debtors to contribute $31.1 million towards the environmental response required at the Debtors' Inland Fisher Guide Facility and about the first two miles of the Ley Creek but it does not require the Debtors to contribute towards the environmental response required for the remainder of the Creek, neither the current nor old creek bed. Luis A. Mendez, Esq., senior deputy county attorney, in Syracuse, New York, contends that the IFG Facility and Ley Creek are a single site as defined in the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act. Ley Creek in Onondaga County flows downstream from the IFG Facility to Onondaga Lake and at one point Route 11 crosses Ley Creek via a bridge. Thus, there is no basis in logic to require the Debtors to fund the cleanup up to the bridge but not beyond the bridge as the Debtors' PCB contamination did not observe territorial or property boundaries or suddenly stop moving downstream because of a bridge that did nothing to impede downstream contamination, he argues. Accordingly, the County insists that the Environmental Response Settlement is not fair, is not within the public interest, lacks accountability and fails to promote a prompt response. B. Town of Salina The Environmental Settlement Agreement does not appropriately prioritize cleanups taking into account principles of bankruptcy and environmental law, but is designed to protect the Debtors' assets and reduce their liabilities to the U.S. Environmental Protection Agency while maximizing U.S.'s investment in the Debtors, the Town alleges. Counsel to the Town, Lee E. Woodard, Esq., at Harris Beach PLLC, in Syracuse, New York, asserts that the alleged rationale for the Debtors' proposed payment of 100% on their environmental liabilities for some sites but not others is flawed, as the arbitrary, artificial lines drawn do not recognize the nature of the existing, continuing or migrating contamination that resulted directly from GM's operations in the Town. The exclusion of the Town as a party to the ERT and a Class 4 Claimant improperly and unfairly discriminates between similarly situated claimants without justification, he insists. C. Onkwehonwe Tribe The Tribe clarifies that the Saint Regis Mohawk Tribe is a corporate charter created by the State of New York and thus has no legal decision making power. Saint Regis is one of the signatories of the Environmental Response Settlement. Moreover, the Onkwehonwe Tribe demands that the Debtors do a total cleanup of the contaminated lands at General Motors Central Foundry Division Superfund Site, Rooseveltown, Hwy., St. Lawrence County, Massena, New York, which is within the territory of the Onkwehonwe Signatory Tribe. The Onkwehonwe Tribe also seeks restitution for the suffering and loss for which its members experienced. Kanietakeron "Larry Thompson," which signed the Onkwehonwe Response, said in another filing the Response Settlement does not address the poison that GM left at the Massena site. 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 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. 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). 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. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. 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: Town of Salina Objects to $28-Mil. Settlement ------------------------------------------------------------- As reported in the Dec. 22, 2010 edition of the Troubled Company Reporter, Motors Liquidation Company agreed to pay $25,008,718 in cash to settle claims lodged by the U.S. Government, on behalf of the U.S. Environmental Protection Agency, and certain states, according to several settlements filed with the U.S. Bankruptcy Court for the Southern District of New York on December 14, 2010. The settlement agreements also contemplate allowance of certain claims as general unsecured claims under the Debtors' Amended Joint Plan of Reorganization for $3,181,194. Counsel to the Town of Salina, New York, Lee E. Woodard, Esq., at Harris Beach PLLC, in Syracuse, New York, asserts that there is no rational basis for dividing the contaminated properties and the claims resulting from them. Mr. Woodard further contends that the exclusion of the Town as a party to Environmental Response Trust and a Class 4 Claimant improperly and unfairly discriminates between similarly situated claimants without justification. The alleged rationale for the Debtors' proposed payment of 100% on their environmental liabilities for some sites but not others is flawed, as the arbitrary, artificial lines drawn do not recognize the nature of the existing, continuing or migrating contamination that resulted directly from GM's operations in the Town, Mr. Woodard maintains. 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 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. 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). 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. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. 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) GLOBAL TEL*LINK: Moody's Affirms 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed Global Tel*Link Corporation's B2 Corporate Family Rating and the existing ratings for the Company's credit facilities and maintained negative ratings outlook. The rating action was prompted by GTL's plans to amend its first lien credit agreement and borrow $30 million of incremental term loan under its existing credit agreement to fund potential acquisitions of two inmate telecommunications service providers which the Company is currently negotiating. GTL expects to close the acquisitions, subject to customary conditions and regulatory review, during the second half of 2011. Moody's has affirmed these ratings: Issuer...Global Tel*Link Corporation * Corporate Family Rating -- B2 * Probability of Default Rating -- B2 * $425 million of First Lien Senior Secured Term Loans due 2016 (including $30 million of incremental first lien term loan) -- B1, LGD3 42% (changed from 37%) * $20 million First Lien Senior Secured Revolving Credit Facility due 2015 -- B1, LGD3 42% (changed from 37%) * $30 million First Lien Senior Secured Letter of Credit Facility due 2016 -- B1 LGD3 42% (changed from 37%) * $105 million Second Lien Senior Secured Term Loan due 2017 -- Caa1 LGD5 92% (changed from 88%) * Rating Outlook, Negative Ratings Rationale The B2 CFR reflects GTL's lack of scale and narrow business focus, as well as high leverage, which resulted primarily from debt- funded dividends to shareholder. The rating is constrained by the potential for periodic debt-financed returns to shareholders given the modest long-term organic growth prospects for the inmate telecommunications market. The Company's low operating margins evidence an intensely competitive operating environment, which is unlikely to change materially, although continued industry consolidation could somewhat ease conditions over time. The B2 rating is supported by GTL's strong market share within the correctional telecommunications industry, its track record of successful integration of acquisitions, high customer retention rates, revenue visibility from long-term contracts, and good liquidity. Moody's maintained the negative outlook mainly to reflect the execution risk in realizing synergies from the recent acquisition of Public Communications Services, Inc. while the inmate telecommunications market experiences cyclical pressure. GTL's revenues have been declining due to lower call volumes and decline in inmate counts resulting from constrained state and local government budgets. The outlook reflects Moody's concerns about the Company's reduced financial flexibility resulting from the increase in leverage to pay dividends and close the PCS acquisition in November 2010, until the Company realizes a majority of anticipated synergies. Given GTL's high financial leverage and history of shareholder oriented financial policies, a rating upgrade is unlikely in the near-to-intermediate term. However, Moody's could stabilize GTL's ratings outlook if the Company demonstrates timely realization of anticipated merger synergies, leverage improves to less than 5.0x, and it generates free cash flow in mid-single digit percentages of total debt. Conversely, Moody's could downgrade GTL's ratings based on expectations for negative free cash flow, lack of progress on reducing leverage to below 5 times debt-to-EBITDA, deterioration in liquidity, or incremental shareholder returns. An adverse change in the regulatory environment or evidence that soft economic conditions are limiting end-customers' willingness or ability to pay for GTL's phone services could also negatively impact the rating. Moody's most recent action on GTL occurred on October 13, 2010. At that time, Moody's assigned ratings to GTL's new bank credit facilities in connection with acquisition financing and dividend distribution to shareholders and changed the ratings outlook to negative from stable. Based in Mobile, Alabama, Global Tel*Link Corporation provides telecommunications services to correctional facilities. GTL acquired the former MCI corrections division from Verizon in July 2007; Digital Solutions, Inc. in June 2010; PCS in November 2010; and announced plans to acquire two potential operators in the inmate telecommunications industry in February 2011. GTL serves almost 2,000 facilities and over 1.1 million inmates in 46 states. Pro forma for the acquisitions completed in 2010, GTL generates annual revenues in excess of $500 million. GOLDEN GATE: Faces Chapter 11 Bankruptcy, Must Raise Funding ------------------------------------------------------------ Jessica Bernstein-Wax at Marin Independent Journal reports that former Planned Parenthood affiliate Golden Gate Community Health has abruptly shuttered all its Bay Area, California, clinics, including the Marin County site at Fourth and H streets in San Rafael. According to the report, in September the organization lost the right to use the Planned Parenthood name after experiencing significant financial problems. Documents filed with the Internal Revenue Service reveal it broke even in 2005-06, but ended 2008-09 with a $2.8 million deficit. "If we are able to raise $800,000 by this week's end we can fully reopen all of our sites again on Monday including our San Rafael location, which provides safety net reproductive health care and is the only abortion provider in Marin County," Marin Independent Journal quotes President and CEO Therese Wilson, as saying in an e-mail. "If we fail to raise the necessary funding, the organization will be forced to file Chapter 11. The Journal says Ms. Wilson noted that Golden Gate's management team has worked hard in recent months to cut expenses, reducing operating costs by 33 percent and saving more than $600,000 a month. In a statement, the organization partially attributed the closure to "delays in state patient reimbursements and diminished donor support." On Monday, Golden Gate shut down its San Rafael, San Mateo and Oakland locations without notice. A small number of workers are assisting patients from around the Bay Area with medical follow-up at the San Francisco site, said Andrea Porter, an attorney representing the nonprofit. The organization's Rohnert Park clinic closed last year after the disaffiliation. At the San Rafael clinic, 18 employees have lost their jobs without severance pay, Porter said, noting that those workers will get first priority for payment should bankruptcy proceedings take place. The 88-year-old nonprofit employed about 120 people at its clinics in Marin, Alameda, San Francisco and San Mateo counties, Wilson said. It provided medical care to more than 54,000 patients a year and sex education to an additional 10,000 people. Ms. Bernstein-Wax relates Golden Gate's closure process will likely take several months, as workers take care of medications and other sensitive materials, sort confidential patient files and collect debts, among other tasks. GREAT ATLANTIC & PACIFIC: Landlords Blast Proposed Store Closures ----------------------------------------------------------------- The Great Atlantic & Pacific Tea Company Inc.'s motion to implement procedures in connection with the closing of its 32 stores hit a snag as landlords and various other groups filed objections to the move. In a court filing, Valley & Plainfield Associates L.P. expressed concern that the proposed store rationalization process would compromise the rights of the landlord and the other tenants at the New Jersey-based Valley Mall Shopping Center. A&P and its affiliated debtors, under the Pathmark banner, are the main anchor tenants of the shopping center. Pathmark operates a 50,000 square-foot supermarket at Valley Mall pursuant to a 1972 lease contract with V&P. "While the landlord is cognizant of the Debtors' need to close the store and liquidate their inventory, the Court should not authorize the store closing sales unless they are conducted in a manner that does not unduly compromise the rights of the landlord and the other tenants in the shopping Center," says V&P's lawyer, Michael Sirota, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in Hackensack, New Jersey. Mr. Sirota proposed that the store rationalization process provide forms of protection to the rights of V&P and its other tenants, which include prohibiting the Debtors from conducting auctions and requiring them to maintain the normal hours of operation at the Pathmark store. He proposed for the indemnification of V&P in case it receives a citation from local authorities as a result of the store closings. Mr. Sirota also criticized the proposed process for the assumption and assignment or rejection of unexpired leases. "A significant flaw in the motion is the absence of any requirement on the Debtors and any proposed assignee of the lease to provide the landlord with sufficient evidence of adequate assurance of future performance," he said. The V&P lawyer pointed out that the filing and service of a notice of assignment that will include merely a certification that each assignee has demonstrated to the Debtors the financial wherewithal and willingness to perform under the lease does not satisfy the "adequate assurance requirements" under the Bankruptcy Code. Mr. Sirota, meanwhile, suggested that the rejection of leases should not take effect until the issuance of a court order approving the rejection and until the store is turned over to V&P. The proposed procedures also drew flak from Onyx Equities LLC, The Fresh Market Inc., Citibank N.A., CitiFinancial Services Inc. and a group of landlords. They argued that the proposed procedures do not address the condition of the facilities at the time of the rejection of a lease; they render unenforceable or are inconsistent with the terms of their leases, among other reasons. The Group of Landlords is composed of: * Inland US Management, LLC, * Eagle Enterprises of Jefferson, Inc., * Closter-Grocery LLC, * Closter-Multi Owner-Grocery LLC, * NW-East Meadow Grocery LLC, * Benenson East Meadow LLC, * Greenwich Grocery Owners LLC, * Benenson Greenwich Grocery LLC, * Kenilworth-Grocery LLC, * Benenson Kenilworth LLC, * NW-Midland Park Grocery LLC, * GVD Commercial Properties Inc., * New Canaan-Grocery LLC, * Southampton Grocery Owners LLC, * Benenson Howard Beach LLC, * Benenson Belle Harbor LLC, * 400 N Center St Co. LLC, * 555 S.W. 4th Ave Co LLC, * Valley & Plainfield Associates, L.P., * Simon Property Group, Inc., * Levin Properties L.P., * Arlona Limited Partnership, * Cape May Grocery Owners, LLC, * Pine Plaza Associates LLC, * RD Branch Associates LP, * Crossroads Joint Venture, * Rosmar Holding Company L.P., * ASN 50th Street LLC, * CJAM Associates, LLC, * Klingensmith Associates, LLC, * Millwood Center, LLC, * 380 Downing Drive, LLC, * Grays Ferry Partners LP, * The Centro Properties Group, * Hutensky Group, * Federal Realty Investment Trust, * Alecta Real Estate Investments LLC, * E. Windsor LLC, * Basser-Kaufman, * Developers Diversified Realty Corporation, * Equity One Inc., * Philips International, * Regency Centers L.P., * Woodbridge Plaza LLC, and * Sacco of Farmingdale LLC In a related development, the Debtors filed with the Court a copy of a consultation agreement they entered into with Gordon Brothers Retail Partners LLC and Great American Group LLC. A full-text copy of the agreement is available for free at: http://bankrupt.com/misc/LBHI_GOBServicesAgreement.pdf About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREAT ATLANTIC & PACIFIC: U.S. Trustee Balks at Incentive Plan -------------------------------------------------------------- Tracy Hope Davis, U.S. Trustee for Region 2, has criticized the proposed payment of bonuses to four executives of the Debtors under the Key Employee Incentive Plan. The Debtors earlier filed a motion seeking approval to implement a short-term incentive plan for their key employees. Under the KEIP, as much as $1.76 million of the $6.8 million bonus pool will be paid to four executives whom the Debtors acknowledge to be "insiders." The executives are Paul Hertz, executive vice-president of operations; Thomas O'Boyle, executive vice-president of merchandising and marketing; Carter Knox, senior vice-president of human resources and communications; and Christopher McGarry, senior vice-president and general counsel. Susan Golden, Esq., U.S. Government trial attorney, said the proposed KEIP is not an incentive plan but a retention plan given that its primary purpose is to induce the executives to remain with the Debtors. She adds that the Debtors failed to prove that the proposed payments comply with Section 503(c)(1) of the Bankruptcy Code. Section 503(c)(1) prohibits any transfer made to an insider of a debtor to induce him to remain with the debtors' business, absent a finding by the court that the transfer is essential to his retention because he has a bona fide job offer from another business at the same or greater rate of compensation, among other things. Ms. Golden pointed out that the Debtors failed to establish that the executives have bona fide job offers with other companies at the same or greater rates of compensation. "Given the nation's general economic conditions, it is unclear why these payments are even needed to retain employees who may have limited options to find employment elsewhere," Ms. Golden said in court papers. The proposed bonuses also drew criticisms from the Official Committee of Unsecured Creditors and from the local unions, Amalgamated Meat Cutters and Retail Food Store Employees Union Local 342 Pension Fund, and The United Food and Commercial Workers, International Union. The Creditors Committee said there is no justification for the implementation of the KEIP, pointing out that the Debtors have yet to prepare a business plan and that they "have not yet accomplished any of the key tasks necessary to craft a true incentive plan." The Creditors Committee is also concerned with how the KEIP will be viewed by the Debtors' unionized employees who are not eligible to participate in the incentive plan. For their part, the local unions argued that the bonuses constitute retention payments prohibited by Section 503(c)(l) and that there is no justification for the approval of the KEIP. "The Debtors appear blind to the inequities of their proposal and the devastating impact of the motion on the rest of the Debtors' employees, the collective bargaining process, the estate and the restructuring process," UFCW's lawyer, Richard Seltzer, Esq., at Cohen Weiss and Simon LLP, in New York -- rseltzer@cwsny.com ?- said in court papers. The proposed KEIP, however, drew support from a group of debt holders represented by New York-based Stroock & Stroock & Lavan LLP. The group said the short-term nature of the KEIP and the small amount of money to be funded make the incentive plan reasonable. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREAT ATLANTIC & PACIFIC: US Trustee Opposes Trade Creditors Panel ------------------------------------------------------------------ Tracy Hope Davis, U.S. Trustee for Region 2, asks the Bankruptcy Court to deny the proposed appointment of a committee to represent a group of direct store delivery and trade creditors in Great Atlantic & Pacific Co.'s Chapter 11 cases. The group earlier proposed for the appointment of a separate committee saying their interests are distinct from those entities represented by the Official Committee of Unsecured Creditors, which was appointed by the U.S. Trustee. "The Official Committee of Unsecured Creditors as currently constituted is well-balanced and represents the interests of all unsecured creditors," Richard Morrissey, Esq., U.S. Government trial attorney, said in court papers. Mr. Morrissey said the group has "narrow interests" in the Debtors' bankruptcy cases and "can participate meaningfully in these cases both collectively and individually." He added that the Debtors would incur additional cost if another committee was appointed. The proposed appointment also drew flak from the Creditors Committee and from a group of debt holders. Abhilash Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, said the interests of the direct store delivery and trade creditors is being represented by one of the Creditors Committee's members, Calip Dairies Inc. Calip Dairies, which is a direct store delivery creditor, voted with the rest of the Creditors Committee members to oppose the proposed appointment, further establishing that the representation of those creditors by the Creditors Committee is a non-issue, according to Mr. Raval. For their part, the debt holders argued that the direct store delivery and trade creditors did not provide evidence to support their assertion that the Creditors Committee cannot carry out its duties to represent the interests of all unsecured creditors. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREAT ATLANTIC & PACIFIC: Commences Suit vs. Local Union No. 863 ---------------------------------------------------------------- The Great Atlantic & Pacific Tea Company Inc. has filed a complaint against Local Union No. 863 to seek as much as $1 million in damages. In a complaint filed with the U.S. Bankruptcy Court for the Southern District of New York, A&P said it lost about $1 million as a result of a series of protests held by members of Local Union No. 863 at its various stores in New York, Maryland and New Jersey. "This is an action to recover damages for injuries suffered by [A&P] from illegal secondary boycott activity whereby defendant has unlawfully threatened, coerced and restrained [A&P's] customers and suppliers," A&P's lawyer, Andrew Genser, Esq., at Kirkland & Ellis LLP, in New York, asserts. "As a direct result of defendant's unlawful conduct, customers and prospective customers have turned away from or avoided [A&P's] stores, resulting in substantially reduced sales," Mr. Genser said in the complaint. Local Union No. 863 represents current and former employees of Grocery Hauler's Inc. GHI was contracted by A&P to transport merchandise to its stores from warehouse facilities in Woodbridge, New Jersey, owned and operated by its supplier, C&S Wholesale Grocers Inc. Earlier, the Court approved the rejection of A&P's contract with GHI despite objections from GHI and the local union. The rejection came after C&S decided to close down its Woodbridge facilities and to supply the A&P stores from its other warehouses. A&P estimates that it would save between $10 million and $15 million annually by rejecting the contract and transitioning the transportation services provided by GHI to C&S. A&P selected C&S as its new transportation service provider following a bid process. Aside from payment of $1 million in damages, A&P also sought a court ruling enjoining Local Union No. 863 from taking further actions against the company, and awarding the company legal fees and costs it incurred in connection with the filing of the lawsuit. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). HERITAGE CRYSTAL: Case Summary & 8 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Heritage Crystal Springs I, LLC 2500 York Road Jamison, PA 18929 Bankruptcy Case No.: 11-16103 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Gloria M. Burns Debtor's Counsel: Jeffrey S. Cianciulli, Esq. WEIR & PARTNERS LLP 20 Kings Hwy West Haddonfield, NJ 08033 Tel: (856) 740-1490 E-mail: jcianciulli@weirpartners.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 eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb11-16103.pdf The petition was signed by Richard R. Carroll, Jr., president of Heritage Hills Country Club, sole member. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Heritage Residential at Wilton's Corner, TH-4 09-11193 01/20/09 Heritage Residential at Wilton's Corner, VII 09-11194 01/20/09 Heritage Highgate, Inc. 09-11198 01/20/09 HBG-Heritage Center, Inc. 09-16019 03/12/09 HIRAM SANCHEZ: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Hiram Enrique Luigi Sanchez dba Centro De Ortopedia Del Noroeste aka Dr. Hiram E Luigi P.O. Box 5299 Aguadilla, PR 00605 Bankruptcy Case No.: 11-01778 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Victor Gratacos-Diaz, Esq. VICTOR GRATACOS-DIAZ LEGAL OFFICE P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 E-mail: vgratacd@coqui.net Scheduled Assets: $4,674,802 Scheduled Debts: $17,641,332 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb11-01778.pdf HOA RESTAURANT: S&P Assigns Corporate Credit Rating at 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its preliminary 'B' corporate credit rating to Atlanta-based HOA Restaurant Group LLC (Hooters). The outlook is stable. At the same time, S&P assigned a preliminary 'B' rating to the company's proposed $165 million senior secured second-lien notes. S&P rate the notes the same as the corporate credit rating and assigned a preliminary '4' recovery rating, indicating S&P's expectations of average (30%-50%) recovery of principal in the event of default. The company intends to use the proceeds of the note issuance, along with cash, to repay its existing term loan, redeem mezzanine debt, and pay fees associated with the transactions. Earlier this year, HoA used the proceeds of its existing term loan and mezzanine debt to facilitate the purchase by private equity of Hooters of America Inc. operator and franchisor of Hooters restaurants, and Texas Wing Incorporated, the largest HOA franchisee. Concurrently with the purchase, both entities were converted to limited liability corporations and are now guarantor subsidiaries of Hooters. "The speculative-grade ratings on HoA reflect S&P's expectation that Hooters will expand operating margins and profits as a result of cost-saving opportunities in purchasing and distribution and combining administrative functions of HOA and TWI," said Standard & Poor's credit analyst Charles Pinson-Rose. This will lead to credit metric enhancement, but S&P foresee the company maintaining highly leveraged financial risk profile in the near term. "S&P anticipate that same-store sales will effectively be flat or decline moderately," added Mr. Pinson-Rose. However, because of sustained high unemployment, rising energy prices, and intense competition within the industry, S&P does not foresee meaningful improvement over the next year. Accordingly, as a result of these factors, S&P assess the company's business risk profile as weak. HOVNANIAN ENTERPRISES: Incurs $64.14-Mil. Net Loss in 1st Qtr. -------------------------------------------------------------- Hovnanian Enterprises, Inc., reported results for its first quarter ended Jan. 31, 2011. The Company reported a net loss of $64.14 million on $252.56 million of total revenue for the three months ended Jan. 31, 2011, compared with net income of $236.18 million on $319.64 million of total revenue for the same period during the prior year. The Company's balance sheet at Jan. 31, 2011 showed $1.67 billion in total assets, $2.07 billion in total liabilities and $401.29 million in total deficit. "While we were encouraged by the typical seasonal increase in both traffic and net contracts during January, it is still too early to tell how this spring selling season will compare to last spring's net contracts when the federal homebuyer tax credit was still available," commented Ara K. Hovnanian, Chairman of the Board, President and Chief Executive Officer. "Shortly after the close of our first quarter, we raised almost $300 million in capital market transactions, a portion of the proceeds of which were used to refinance 2012 and 2013 debt maturities with new debt maturing in October of 2015. This additional liquidity enhances our ability to invest in attractive land opportunities at or near the bottom of our industry's cyclical downturn. Over time, investments in additional land parcels and opening new communities will boost revenues and drive greater operating efficiencies. Looking ahead, we will continue to make decisions that we believe position our company to benefit when the housing market rebounds," concluded Mr. Hovnanian. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?7465 About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. * * * As reported in Feb. 3, 2011 edition of the TCR, Fitch Ratings has assigned a 'C/RR6' rating to Hovnanian Enterprises, Inc.'s proposed offering of $150 million of senior unsecured notes due 2015. The issue will be ranked on a pari passu basis with all other senior unsecured debt. As reported by the TCR on February 2, 2011, Moody's Investors Service assigned a Caa2 rating to Hovnanian Enterprises' proposed $150 million senior unsecured note offering due 2015, proceeds of which will be used to retire a like amount of existing senior unsecured and senior subordinated notes. At the same time, Moody's affirmed the company's Caa1 corporate family and probability of default ratings, B1 rating on the first lien senior secured notes, Caa1 rating on the second and third lien senior secured notes, Caa2 rating on the senior unsecured notes, Ca rating on the preferred stock, and SGL-3 speculative grade liquidity rating. The Caa3 rating on the existing senior subordinated notes will be withdrawn upon repayment with the proceeds of this offering. The outlook remains negative. As reported in the Sept. 16, 2010 edition of the TCR, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit ratings on Hovnanian Enterprises Inc., and its subsidiary, K. Hovnanian Enterprises Inc. S&P also affirmed its ratings on the companies' debt and preferred stock. S&P revised its outlooks on the companies to negative from developing. "Our rating on Hovnanian reflects the company's very weak credit metrics, including an over-leveraged balance sheet, and its expectation that a return to profitability is likely beyond 2011," said Standard & Poor's credit analyst George Skoufis. "Profitability could be delayed further if the struggling housing recovery continues to face hurdles." HUNTINGTON INGALLS: Fitch Expects to Assigns 'BB' Issuer Rating --------------------------------------------------------------- As announced on Jan. 24, 2011, Fitch Ratings expects to assign an Issuer Default Rating to Huntington Ingalls Industries, Inc., and to rate HII's proposed five-year senior secured $600 million term loan facility, five-year $650 million revolving credit facility, and approximately $1.18 billion of Rule 144A senior unsecured notes: -- Long-term IDR at 'BB'; -- Senior secured term loan at 'BBB-'; -- Senior secured revolving credit facility at 'BBB-'; -- Senior unsecured notes at 'BB'. The Rating Outlook is expected to be Stable. The ratings will cover approximately $1.9 billion of outstanding debt after the planned spin-off including the debt mentioned above and approximately $105 million of senior unsecured legacy debt. HII plans to use the proceeds from the term loan and the notes to pay a transfer to Northrop Grumman Corporation, repay intercompany debt owed to NOC, and fund HII's initial liquidity. The ratings reflect HII's position as a leading company in the defense shipbuilding industry with core capabilities in building aircraft carriers, nuclear submarines, large amphibious attack vessels, and surface combatants. The company derives approximately 68% of its revenues as a sole source manufacturer, including building and overhauling aircraft carriers for the U.S. Navy, and it has a large and highly visible backlog ($17 billion funded and unfunded as of Dec. 31, 2010). HII is well-positioned in the current defense spending environment, with roles on four of the U.S. Department of Defense's top 11 programs in the proposed fiscal year 2012 budget. In addition, HII's pension funding position (92.5% at the end of 2010) is healthy compared to many other large defense contractors. Fitch expects the company will follow a conservative financial strategy after the planned spin- off, and Fitch projects that most of HII's financial metrics will be solid for the expected ratings. Fitch's key concerns include HII's revenue concentration with the U.S. Navy and Coast Guard, the ongoing restructuring at the company's Gulf Coast operations, and uncertainty about U.S. defense spending after FY2012. HII generates nearly all of its revenues from the U.S. government, exposing the company to changes in U.S. Navy and U.S. Coast Guard plans regarding future fleet needs. HII will be undergoing an extensive reorganization at least through 2012 to address performance issues at its Gulf Coast operations; this restructuring includes the closing of its Avondale shipyard. Additional rating concerns include the company's relatively low margins, weak free cash flow in the past two years, program execution risks, the percentage of the workforce that is unionized, exposure to hurricanes, and the lack of a track record as a standalone company. HII will need to develop in-house support functions which are currently handled by NOC, including some information technology. The recently disclosed False Claims Act complaint does not affect Fitch's ratings or outlook, although it could be a longer-term concern if the case moves forward. Fitch's expectation to notch up the senior secured credit facility by two rating notches from the IDR to 'BBB-' is based on the coverage provided by HII's tangible assets and operating EBITDA compared to the fully drawn facility. The collateral for the facility includes material assets of HII with the exception of the Avondale shipyard and a few other exclusions. In assigning the rating, Fitch noted Newport News' solid backlog and strategic importance to the U.S. Navy. The amount of secured debt compared to the amount of unsecured debt and equity in HII's expected capital structure also supported Fitch's notching analysis. On Jan. 31, 2011, HII was informed that the U.S. Department of Justice was investigating a False Claims Act complaint with an allegation that HII had misappropriated federal funds obtained from the U.S. Government to cover damages from Hurricane Katrina. The DoJ has not yet decided to join the complaint. The complaint seeks compensation of at least $835 million in addition to penalties and other fees, representing a significant potential financial risk for HII. It is Fitch's view that the claim does not currently affect HII's ratings because it is not clear whether the case will go forward, there is a chance that HII will be able to defend itself against the complaint, and the resolution of the dispute will likely play out over several years. HII recently filed financial results for the full FY2010 operations ended Dec. 31, 2010, an update of the nine month financial results disclosed in the earlier form 10 filings. The FY2010 results are in line with Fitch's expectations as lower discretionary pension contributions, a smaller increase in working capital and lower capital expenditures eased the pressure on HII's free cash flow (FCF; cash from operations less capital expenditures and dividends). FCF in 2010 was $168 million compared to negative $269 million in 2009. Fitch expects 2011 FCF to be lower than that of 2010 and to improve materially in 2012 and 2013 as restructuring abates and some capital spending projects are completed. Fitch's projections include no share repurchases or dividends, although HII's dividend policy will be established by the board of directors based on HII's financial conditions and other factors. Fitch's financial projections show that HII should be able to build cash based on the assumptions of a successful Gulf Coast restructuring and continued support of the company's programs in the defense budget. The release of the DoD's FY2012 budget request in mid-February did not change Fitch's ratings or outlook for HII. Planned funding for HII's programs was generally consistent with Fitch's expectations. The delay in finalizing the FY2011 budget could temporarily affect some of HII's programs such as the Virginia class submarine, but Fitch does not expect the delay will drive significant changes in HII's credit profile. HII's debt maturities will be minimal for the next several years other than amortization of the term loan. Required pension contributions should also be manageable given HII's funding position. After the spin-off and debt issuances Fitch expects HII will have leverage (gross debt to EBITDA) of approximately 3.2 times-3.4x, with the potential for steady improvement over the next several years with some debt reduction and restructuring- driven margin expansion. HUNTSMAN INTERNATIONAL: S&P Assigns 'BB-' Rating to $650 Mil. Loan ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'BB-' issue rating and '2' recovery rating to Huntsman International LLC's proposed $650 million first-lien term loan, indicating expectations of substantial recovery (70%-90%) in the event of a payment default. The 'BB-' issue rating is one notch above the 'B+' corporate credit ratings on Huntsman International LLC and its parent, Huntsman Corp. The outlooks on both corporate credit ratings are stable. The company will use proceeds from the proposed debt, due 2017, to pay down a portion of the outstanding amounts under an existing $1.64 billion ($1.3 billion outstanding as of Dec. 31, 2010) first-lien term loan due 2014. The proposed debt is expected to have terms similar to the existing first-lien term loan due 2014. Huntsman Corp. is a holding company with diverse chemical operations that generated annual sales during 2010 of approximately $10 billion. Through a strategic emphasis on increasing its performance chemicals business, Huntsman has decreased reliance on commodity product categories and positioned the company among the largest differentiated chemical companies worldwide. A key segment for the company is polyurethane chemicals, which constituted about 38% of the company's 2010 revenue and about 31% of reported segment EBITDA. Key products include MDI and its input propylene oxide, which Huntsman also produces. In the polyurethane chemicals segment, Huntsman caters to end-market applications including insulation in consumer durable and nondurable products, and construction. Other segments consist of performance products contributing about 28% of revenue and 35% of EBITDA; advanced materials, which constituted about 13% of revenue and 14% of EBITDA; textile effects, which constituted about 8% of revenue without any EBITDA; and pigments which includes titanium dioxide and contributed about 13% of revenue and 20% of EBITDA. Standard & Poor's considers Huntsman's financial profile to be aggressive. As of Dec. 31, 2010, the ratio of funds from operations to total adjusted debt was about 15%, a level that is in line with S&P's expectations at the current ratings of 12% to 15%. Ratings List Huntsman International LLC Huntsman Corp. Corporate credit rating B+/Stable/-- New Ratings Huntsman International LLC Proposed $650 million first-lien term loan BB- Recovery rating 2 IEMR RESOURCES: Unable to File Audited Annual Financial Statements ------------------------------------------------------------------ IEMR Resources Inc. will not be in a position to file its audited annual financial statements, management's discussion and analysis and related certifications for the fiscal year ended Oct. 31, 2010 on or before February 28, 2011, as required, as a result of unanticipated delays associated with compiling the requisite financial information to prepare the Issuer's first set of audited financial statements since it completed its qualifying transaction in early July, 2010. Accordingly, the Issuer has requested the issuance of a management cease trade order under the provisions of National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults so as to permit the continued trading in the Issuer's Common Shares by persons other than insiders and employees of the Issuer. The Issuer is working closely with its auditors, Chang Lee LLP, and the Issuer expects to be able to have the audit of the Statements completed, and the Statements filed, by mid March, 2011 and in any event no later than March 31, 2011. The Issuer confirms that it intends to satisfy the provisions of section 4.4 of NP 12-203 and issue bi-weekly default status reports for so long as the Issuer remains in default of the financial statement filing requirement containing the following information: a. any material changes to the information in this default announcement or subsequent default status reports, including a description of all actions taken to remedy the default and the status of any investigations into any events which may have contributed to the default; b. particulars of any failure by the Issuer to fulfill its stated intentions with respect to satisfying the provisions of the alternative information guidelines; c. information regarding any specified default subsequent to the default which is the subject of the default announcement; and d. any other material information concerning the affairs of the Issuer not previously disclosed. The Issuer intends to issue the first default status report on March 14, 2011. The Issuer is not subject to any insolvency proceedings nor is there in other material information concerning the affairs of the Issuer that has not been generally disclosed. INT'L STORYTELLING: May Get Funding From Former Hornets Owner ------------------------------------------------------------- Heather Richardson at NET News Service reports that the International Storytelling Center may receive a big financial boost from the former owner of the New Orleans Hornets. According to ISC founder and President Jimmy Neil Smith, George Shinn, a long-time ISC supporter, met with the organization's board of directors last week to give an informal presentation of his ideas. Based in Jonesborough, Tennessee, International Storytelling Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No. 10-53299) on Dec. 31, 2010. Judge Marcia Phillips Parsons presides over the case. Mark S. Dessauer, Esq., at Hunter, Smith & Davis, represents the Debtor. The Debtor both estimated assets and debts between $1 million and $10 million. IRH VINTAGE: Park Project Makes Second Stab at Plan Approval ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the owner of the Vintage Park Apartment Homes on Cutten Road in northwest Houston is taking a second bite at the appeal while hoping to avoid having the project foreclosed on April 5. The project's owner filed under Chapter 11 in September to halt foreclosure by Capmark Bank, which is owed $41.6 million. Mr. Rochelle recounts that the bankruptcy judge in Houston found defects and refused to confirm the project's Chapter 11 plan in February. At the same time, the judge entered an order allowing Capmark to foreclose on April 5. The judge gave the owner, IRH Vintage Park Partners, a chance to file another plan. Mr. Rochelle relates that IRH submitted the new plan along with an explanatory disclosure statement and motion to set aside the order allowing foreclosure. The new plan would allow existing owners to retain the equity in exchange for an $829,500 infusion of new cash. In addition, the owners would return $1.17 million they received from IRH before bankruptcy. The revised plan provides for Capmark to receive a new secured note for $35.5 million, payable in five years with amortization on a 30-year schedule. The interest rate was raised to 3 percentage points more than the rate on Treasury bills. Capmark's deficiency claim is in a class with trade suppliers. They are to receive 15% of their claims in cash when the plan is implemented, with the remainder in an unsecured note with interest 5 percentage points higher than Tbills. There would be no payments on the note until maturity, or sale of the property. According to the report, the project also has a $2.6 million mezzanine loan held by Wrightwood Capital Lender LP. The mezzanine lender has the option of taking 49% of the equity or receiving payment under the original terms of the loan. About Vintage Park Partners IRH Vintage developed the Vintage Park Apartment Homes on Cutten Road in northwest Houston. The project, built in 2007, has 324 units situated on a 13-acre plot. The Capmark mortgage matured in July. The bank had installed a receiver. IRH Village filed for Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 10-37503) on Sept. 2, 2010. Edward L Rothberg, Esq., Melissa Anne Haselden, Esq., and T. Josh Judd, Esq., at Hoover Slovacek, LLP, represent the Debtor. The Debtor estimated assets and debts at $10 million to $50 million as of the petition date. KENNETH STARR: Judge Hands Down 7-Year Prison Sentence ------------------------------------------------------ Dow Jones' DBR Small Cap reports that a former New York financial adviser was sentenced to more than seven years in prison after pleading guilty last year to defrauding his celebrity clients and other investors. In a plea agreement struck last year, Mr. Starr pleaded guilty to the charge, which carries a maximum sentence of more than 12 years' imprisonment. About Kenneth Starr Starr Investment Advisors LLC and Starr & Co., the former businesses of money manager Kenneth I. Starr who pleaded guilty to fraud in September, filed for Chapter 7 bankruptcy on Feb. 17 in New York, Tiffany Kary at Bloomberg News reports. Starr & Co., in its Chapter 7 petition (Bankr. S.D.N.Y. Case No. 11-10637), listed debt of $3.15 million and assets of $154,466. Starr Investment Advisors has less than $23,000 in assets versus $3.1 million in debts. Mr. Starr himself -- not the prosecutor in the Whitewater investigation -- faces an involuntary Chapter 7 bankruptcy petition, which court papers show several creditors filed against him in January 2011. On May 27, 2010, the Securities and Exchange Commission commenced an action styled SEC v. Kenneth Ira Starr, et al. (10-civ-4270- SHS) in the United States District Court for the Southern District of New York against defendants Kenneth Starr, Starr Investment Advisors, LLC, and Starr & Company, LLC and relief defendants Diane Passage and Colcave, LLC. The SEC action seeks to halt an alleged fraudulent scheme by the Defendants and asserts claims against the Defendants for violations of the Investment Advisers Acts of 1940. On June 7, 2010, the court appointed Aurora Cassirer, Esq. as the temporary receiver (the Receiver) for the estates of Starr Investment Advisors, LLC, Starr & Company, LLC and Colcave, LLC. On July 8, 2010, the court appointed Aurora Cassirer, Esq. as the permanent Receiver. The Receiver may be reached at: Aurora Cassirer TROUTMAN SANDERS LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 E-mail: aurora.cassirer@kennethstarrreceivership.com Mr. Starr's celebrity clients included Sylvester Stallone and Wesley Snipes. He was originally accused of defrauding at least 11 of them, including heiress Rachel "Bunny" Mellon, out of $59 million. KING PHARMACEUTICALS: Moody's Withdraws 'Ba3' Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service withdrew the ratings of King Pharmaceuticals, Inc., including the Ba3 Corporate Family Rating. This action follows the recent acquisition of the company by Pfizer Inc. and the termination of King's revolving credit facility. Ratings of King withdrawn: -- Ba3 Corporate Family Rating -- Ba3 Probability of Default Rating -- SGL-1 Speculative Grade Liquidity Rating -- Ba1 (LGD2, 16%) senior secured revolving credit facility of $500 million due 2015 Moody's does not rate King's $400 million convertible notes due 2026. Moody's last rating action on King took place on October 12, 2010, when Moody's placed the ratings under review for possible upgrade. King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee, is a vertically integrated pharmaceutical company that develops, manufactures, markets and sells branded pharmaceutical products. King reported total revenues of approximately $1.1 billion for the nine months ended September 30, 2010. KLAMATH FALLS: S&P Raises Rating on Hospital Bonds From 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating to 'BBB-' from 'BB+' on Klamath Falls Intercommunity Hospital Authority, Ore.'s bonds outstanding, issued on behalf of Sky Lakes Medical Center. The raised rating reflects S&P's view of the medical center's notable improvement in operating performance, which has led to improved cash flow, sound coverage, and considerable balance sheet improvement. The rating continues to be supported by Sky Lakes' business position, which S&P considers solid. The outlook is stable. More specifically, the rating reflects S&P's view of Sky Lakes': * Continued improvement in operating results, with very strong margins in fiscal 2010 and year-to-date in fiscal 2011; * Robust cash flow, leading to strong coverage of maximum annual debt service; * Improved liquidity; and * Good volume trends. "In S&P's view, operating performance was very strong in the fiscal year ended Sept. 30, 2010, continuing a solid trend of improvement," said Standard & Poor's credit analyst Geraldine Poon. Sky Lakes posted a 7.6% operating margin fiscal 2010. The organization posted net operating income of $12.7 million on a net revenue base of $168.1 million. Management attributes the improved operations to excellent control of staffing and supply expenses and productivity initiatives. In addition, continued revenue cycle improvements have been instrumental in the net revenue growth, according to management. Sky Lakes, a 75-staffed-bed (176 licensed beds/110 capacity) hospital located at the base of the Cascade Mountains in Klamath Falls, Ore., services a four-county area in southern Oregon and northern California. LACK'S STORES: Judge OKs Austin Property Sale for $3.1-Mil. ----------------------------------------------------------- Barry Harrell at The Statesman, in Austin, Texas, reports that a federal bankruptcy judge has approved the sale of the former Lack's furniture store property on West Anderson Lane in Austin for $3.1 million to local developer Peter Barlin. U.S. Bankruptcy Judge Jeff Bohm signed off on the sale after Mr. Barlin's offer was the only qualifying bid. Mr. Barlin, according to the report, said he had not decided what to do with the property at 2020 W. Anderson Lane. The property includes a 56,000-square-foot building and 4.9 acres, with a 2010 appraised value of $2.87 million. Judge Bohm also approved the sale of former Lack's stores in Alice and Longview. The Alice property was purchased for $637,000 by Austin-based Southwest Strategies Group Inc. Lack's has sold most of its "non-retail inventory" property, including vehicles, trailers and office equipment, and is in the process of selling its real estate. About Lack's Stores Victoria, Texas-based Lack's Stores, Incorporated, is one of the largest, independently-owned retail furniture chains in the United States. Lack's Stores is a chain of 36 retail stores and operates under the trade styles Lacks and Lacks Home Furnishings. The Company sells a complete line of furnishings for the home including furniture, bedding, major appliances and home electronics. The stores are located in South, Central, and West Texas. Lack's Stores and its affiliates filed for Chapter 11 bankruptcy protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No. 10-60149). The Debtor estimated its assets and debts at $100 million to $500 million. Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel to the Debtor. Huron Consulting Group, Inc., is the financial advisor. LEHMAN BROTHERS: Bank of Nova Scotia Allowed to Foreclose --------------------------------------------------------- Lehman Brothers Holdings Inc. reached an agreement with Bank of Nova Scotia New York Agency to permit the bank to pursue foreclosure or other legal actions with respect to the properties that were posted as collateral for the $470 million it provided to Turnberry/Centra Sub LLC. The properties include certain portions of the Town Square Mall in Las Vegas, Nevada. Turnberry availed of the $470 million loan to finance the construction of the shopping mall. LBHI does not have interest in the shopping mall but it holds a claim against Turnberry for the $72 million loan it provided to Jeffrey and Jacquelyn Soffer to fund their equity investments in Turnberry. Under the agreement, BNS is not allowed to collect, assess or recover a pre-bankruptcy claim against the Debtors or to exercise control over their assets. A full-text copy of the agreement is available without charge at http://bankrupt.com/misc/LBHI_BNSAgreementTSM.pdf 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 Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 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 Sept. 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: Committee Opposes Fidelity's Motion to Compel -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Lehman Brothers Holdings Inc.'s Chapter 11 cases asks the Bankruptcy Court to deny approval of Fidelity National Title Insurance Company's motion to compel. As reported in the Oct. 15, 2010 edition of the Troubled Company Reporter, Fidelity National filed the motion to compel LCPI to comply with the firm's insurance policies. The move came after LCPI allegedly refused to cooperate with Fidelity National in investigating the company's claims as required under those policies by denying the insurance firm access to information. Fidelity National issued the insurance policies to LCPI for the deeds of trust recorded against three real estate development projects in Southern California to secure the loans provided for those projects. In a court filing, the Creditors Committee expressed support to Lehman Commercial Paper Inc., saying the company has cooperated with Fidelity in producing the necessary documents as required under the insurance policies, and has assured the insurance firm of its continued cooperation. Fidelity National filed the motion to compel LCPI to comply with the firm's insurance policies. LCPI allegedly refused to cooperate with Fidelity National in investigating the company's claims as required under those policies by denying the insurance firm access to information. 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 Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 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 Sept. 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: Wins Approval to Elevate Interests in Mach Gen --------------------------------------------------------------- Lehman Commercial Paper Inc. received approval from the bankruptcy court of an agreement in connection with the elevation of certain interests in Mach Gen LLC and the assumption of certain open trades. The signatories to the agreement are Barclays Capital Inc., Strategic Value Master Fund Ltd., BDF Limited and the court- appointed trustee for Lehman Brothers Inc., James W. Giddens. Under the deal, Barclays agreed to drop its claim to the participation interests in certain equity interests in MACH Gen, which were acquired by SVM and BDF Limited from LCPI. Barclays also agreed with the elevation of those participation interests pursuant to an assignment and acceptance agreement. SVMF and BDF previously entered into two assignment and acceptance agreements with LBI, which call for the elevation of the participation interests so that they would become the record holder and beneficial owner of those interests. Under the deal, SVMF and BDF are required to take all actions necessary to consummate the trades they entered into with LBI for the purchase of certain equity interests in MACH Gen. These include the payment of $5.930 million, of which more than $5.4 million is on account of the trades to which SVMF is party. A full-text copy of the agreement is available without charge at http://bankrupt.com/misc/LBHI_STIPMachGen.pdf 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 Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 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 Sept. 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) LONGYEAR PROPERTIES: Plan Filing Period Extended to April 20 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts has extended Longyear Properties, LLC's exclusive period to file a reorganization plan in its Chapter 11 case to April 20, 2011, and its exclusive period to obtain acceptances of that plan to June 19, 2011. As reported in the TCR on Feb 2, 2011, the Debtor disclosed that it is in the process of negotiating a settlement with its secured lender and the condominium association, and that it requires additional time to formulate and negotiate a plan of reorganization and adequate disclosure. The Debtor said the Debtor's creditors generally will not be disadvantaged by the requested extension. About Longyear Properties, LLC Norwood, Massachusetts-based Longyear Properties, LLC, was formed in 1996 for the purpose of developing residential property known as "Longyear at Fisher Hill" located at 120 Seaver Street, in Brookline, Massachusetts, from a single-family home to a residential condominium comprising forty three units. The Company filed for Chapter 11 bankruptcy protection on September 22, 2010 (Bankr. D. Mass. Case No. 10-20326). Stewart F. Grossman, Esq., Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney & Grossman LLP, in Boston, represent the Debtor. In its schedules, the Debtor disclosed $14,790,980 in assets and $13,576,208 in liabilities as of the Petition Date. LONGYEAR PROPERTIES: Court Sets March 31 General Bar Date --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has established March 31, 2011, at 4:00 p.m., as the deadline for the filing of proofs of claim in Longyear Properties, LLC's Chapter 11 case. Proofs of claim must be filed with: Clerk Office U.S. Bankruptcy Court for the District of Massachusetts John W. McCormack Post Office and Court House 5 Post Office Square, Suite 1150 Boston, MA 02109-3945 A proof of claim will not be deemed filed until it is actually received and time stamped by the Clerk of the Bankruptcy Court at the above address or is electronically filed via the Court's CM/ECF system. About Longyear Properties, LLC Norwood, Massachusetts-based Longyear Properties, LLC, was formed in 1996 for the purpose of developing residential property known as "Longyear at Fisher Hill" located at 120 Seaver Street, in Brookline, Massachusetts, from a single-family home to a residential condominium comprising forty three units. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-20326) on Sept. 22, 2010. Stewart F. Grossman, Esq., Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney & Grossman LLP, in Boston, represents the Debtor. In its schedules, the Debtor disclosed $14,790,980 in assets and $13,576,208 in liabilities as of the Petition Date. LONGYEAR PROPERTIES: Can Employ Hammond as Real Estate Broker ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has approved the application of Longyear Properties, LLC, for the employment of Hammond Residential Estate as its real estate broker with respect to its 5 remaining unsold condominium units located at Seaver Street, Longyear at Fisher Hill, in Brookline, Massachusetts. For its services as broker, Hammond will charge a commission of 4% of the selling price if the Court approved a sale of the units to a purchaser obtained by Hammond. About Longyear Properties Norwood, Massachusetts-based Longyear Properties, LLC, was formed in 1996 for the purpose of developing residential property known as "Longyear at Fisher Hill" located at 120 Seaver Street, in Brookline, Massachusetts, from a single-family home to a residential condominium comprising forty three units. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-20326) on Sept. 22, 2010. Stewart F. Grossman, Esq., Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney & Grossman LLP, in Boston, represent the Debtor. In its schedules, the Debtor disclosed $14,790,980 in assets and $13,576,208 in liabilities as of the Petition Date. LONGYEAR PROPERTIES: Condo Trust Seeks Review of Stay Relief Order ------------------------------------------------------------------ On Feb. 10, 2011, the Trustees of Longyear at Fisher Hill Condominium Trust asked the U.S. Bankruptcy Court for the District of Massachusetts to reconsider its order dated Feb. 3, 2011, denying its motion for relief from the automatic stay. The Condominium Trust told the Court that this motion is not an attempt to "rehash previously made arguments," and that it filed this motion merely to perfect and not enforce its lien. In its motion dated Dec. 30, 2010, the Condominium Trust, a unit owner's association created pursuant to M.G.L.c. 183A, and a secured statutory lien creditor in the Debtor's bankruptcy proceeding, sought not only to foreclose pursuant to its established liens but also to proceed to exercise its contractual and statutory rights against the Debtor's properties located at 120 Seaver Street, in Brookline, Mass., Units D101, D102, D301, E101, E200. In that motion, the Condominium Trust said that Debtor had failed to file a reorganization plan and had failed to commence monthly payments to the Condominium Trust. On Feb. 4, 2011, the Court denied the motion for relief of stay. The Court has scheduled a hearing for March 28, 2011, at 10:30 a.m. to consider the motion of the Condominium Trust for a reconsideration of its order denying the Condominium Trust's motion for relief from stay. About Longyear Properties, LLC Norwood, Massachusetts-based Longyear Properties, LLC, was formed in 1996 for the purpose of developing residential property known as "Longyear at Fisher Hill" located at 120 Seaver Street, in Brookline, Massachusetts, from a single-family home to a residential condominium comprising forty three units. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-20326) on Sept. 22, 2010. Stewart F. Grossman, Esq., Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney & Grossman LLP, in Boston, represent the Debtor. In its schedules, the Debtor disclosed $14,790,980 in assets and $13,576,208 in liabilities as of the Petition Date. MAJESTIC STAR: IRS Objects to Reorganization Plan ------------------------------------------------- BankruptcyData.com reports that the Internal Revenue Service filed with the U.S. Bankruptcy Court an objection to The Majestic Star Casino's Second Amended Joint Plan of Reorganization. The IRS objects to the Plan because it fails to provide an adequate rate of interest on IRS Claims that total nearly $134,000. Meanwhile, Bankruptcy Law360 reports that Gary, Ind., on Thursday urged a Delaware bankruptcy court to reject Majestic Star Casino LLC's reorganization plan, saying the plan does not leave the debtor with enough cash to cover its land development agreements with the city. The Chapter 11 Plan As reported in the Jan. 18, 2011 edition of the Troubled Company Reporter, according to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the Plan, revised again on Jan. 6, offers senior secured credit facility lenders, owed $65.3 million, full payment by receiving some cash and rolling over remaining debt. If new financing is available, the existing facility will be paid in cash. Holders of $348.4 million in senior secured notes are in line for a 52% recovery from 58% of the new equity and $100.6 million in cash. If new financing isn't available, noteholders will receive new debt instead of cash. Holders of the senior notes are to be given 42% of the new equity for their approximately $233 million in debt, resulting in a 25% recovery. General unsecured creditors are being offered 25% in cash or a share in $1 million, whichever is less. Holders of $72.6 million in discount notes are to receive nothing. According to the Disclosure Statement, under the Plan, the Debtors will retain and reorganize around their casino gaming properties in Gary, Indiana, Tunica County, Mississippi, and Black Hawk, Colorado, subject, in the case of the Black Hawk, Colorado gaming property, to obtaining all governmental licenses, suitability determinations, and other approvals required for such property on or prior to 240 days following the Confirmation Date. About Majestic Star The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka Majestic Star -- is based in Las Vegas, Nev., and is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Inc., on June 7, 1996. The Company is a multi-jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Company sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-14136) on Nov. 23, 2009. The Company's affiliates -- The Majestic Star Casino II, Inc., The Majestic Star Casino Capital Corp., Majestic Star Casino Capital Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed separate Chapter 11 petitions. The Majestic Star Casino's balance sheet at June 30, 2009, showed total assets of $406.42 million and total liabilities of $749.55 million. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' Delaware counsel. Xroads Solutions Group, LLC, is the Debtors' financial advisor, while EPIQ Bankruptcy Solutions LLC serves as the Debtors' claims and notice agent. Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell, Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. MARKIA TOLZ: Charged in Florida with Wire Fraud ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a panel trustee from Hollywood, Florida, named Markia Tolz was charged by federal prosecutors with mishandling $16 million from bankrupt estates she administered. According to the report, the criminal information says her misappropriation of bankrupt estate funds led to $2.4 million in losses. Being charged in a criminal information as opposed to indictment from a federal grand jury often indicates that the defendant will plead guilty or may have reached a plea bargain. U.S. prosecutors in Miami allege that Ms. Tolz committed wire fraud between 2003 and 2010. They are also seeking criminal forfeiture. Ms. Tolz, a panel trustee, was among the lawyers who are regularly assigned to be trustees in Chapter 7 cases. The case is U.S. v. Markia Tolz, 11-20160, U.S. District Court, Southern District of Florida (Miami). MASCO CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+' --------------------------------------------------------------- Fitch Ratings has affirmed Masco Corporation's ratings: -- Issuer Default Rating at 'BB+'; -- Senior unsecured notes at 'BB+'; -- Unsecured bank credit facility at 'BB+'. The Rating Outlook is Stable. The ratings reflect Masco's leading market position with strong brand recognition in its various business segments, the breadth of its product offerings, and solid free cash flow generation. Risk factors include sensitivity to general economic trends, as well as the cyclicality of the residential construction market. The Stable Outlook reflects the company's strong liquidity position as well as its demonstrated ability to generate meaningful free cash flow. While the company's financial results remain negatively affected by the persistent weakness in the housing and home improvement markets, Masco continues to generate solid free cash flow and ended the year with $1.7 billion of cash on the balance sheet. The company's liquidity is also enhanced by roughly $1 billion of borrowing availability under its $1.25 billion unsecured revolving credit facility that matures in January 2014. The company should have continued access to its revolver as Fitch expects Masco will maintain sufficient cushion under its financial covenants. The Stable Outlook also reflects Fitch's view of moderately improving housing and home improvement markets in 2011 compared with 2010. Masco's margins and credit metrics have deteriorated over the past few years. EBITDA to interest coverage declined from 5.9 times in 2007 to 3.7x in 2008, 3.3x in 2009 and 3.1x in 2010. Funds from operations interest coverage also dropped to 2.4x in 2010 from 3.1x in 2009, 3.8x in 2008 and 4.8x in 2007. The company's leverage as measured by debt to EBITDA remains high at 5.3x compared with 5.4x in 2009, 4.7x in 2008 and 2.7x in 2007. Fitch expects the company's leverage will improve somewhat this year, although this ratio is expected to remain at or above 5x for fiscal 2011. Interest coverage ratios in 2011 should be comparable to 2010 levels. Masco continued to generate significant free cash flow (cash flow from operations less capital expenditures and dividends) during 2010, generating $220 million compared to $414 million in 2009 and $261 million during 2008. Fitch is also encouraged that management has taken steps to preserve its liquidity during these still uncertain times. Masco had been an aggressive purchaser of its stock starting in 2003, spending about $1.2 billion annually, on average, in share repurchases and dividends during the 2003-2007 periods. In 2008, Masco spent $496 million on the combination of share repurchases ($160 million) and dividends ($336 million). However, the company has not repurchased stock since July 2008 and has put its share repurchase program on hold, except for stock buybacks to offset the dilutive effect of stock grants. In March 2009, Masco also reduced its quarterly dividend from $.235 per common share ($.94 annually) to $0.075 per share ($.30 annually), saving approximately $225 million per year. Fitch expects the company will preserve its strong liquidity position and refrain from meaningful share repurchases through at least this year. Fitch's rating also takes into account the cyclicality of Masco's end markets. In the past, Masco's relative earnings stability during cyclical downturns was driven by end-market diversification -- historically, weakness in residential demand has been largely offset by growth in the repair and remodel segment. This was not the case in 2009, wherein both of Masco's end-markets were in decline simultaneously. In 2010, the repair and remodel segment improved slightly relative to 2009 but sales for big-ticket items remained weak during the year. New home construction improved last year but remained at historically low absolute levels. There has been little upward momentum in housing so far off the cyclical bottom. As expected, housing metrics (new home sales, existing home sales, and housing starts) sharply contracted following the expiration of the national housing credit. Clearly, the credit 'stole' demand from upcoming months. Fitch anticipated that the summer and fall months of 2010 would be most affected by the 'pull forward' of the housing credit and some ratcheting up in demand (in response to even lower home prices and hopefully better employment and consumer confidence) may not be apparent until perhaps this spring. Fitch currently projects new housing starts will increase 10.1% in 2011 following a 6.1% growth in 2010. After falling 14.4% in 2010, new home sales are forecast to grow about 2% in 2011. Fitch expects existing home sales will stay flat in 2011 after a 4.8% decline in 2010. The home improvement industry has shown early signs of a moderate recovery during 2010. The gradual improvement in the economy and elevated consumer confidence could provide the catalyst for a further modest increase in spending for home remodeling projects during 2011. Home improvement spending is anticipated to improve 4% in 2011 following an estimated 3.5% growth in 2010. There are also early indications that homeowners, although still cautious, are somewhat more willing to undertake discretionary-type projects and purchases. However, there are still risks that could derail a rebound in the sector. Unemployment levels remain high; consumer credit standards remain tight; and consumer confidence, although improving in recent months, is still weak relative to historical patterns. Future ratings and outlooks will be influenced by broad housing and home improvement market trends, as well as company specific activity, particularly free cash flow trends and uses. Masco's rating is constrained in the intermediate term due to weak credit metrics, but a Positive Rating Outlook may be considered if the recovery in housing metrics and home improvement spending is significantly better than Fitch's outlook and the company significantly improves its credit metrics above Fitch's current expectations. Negative rating actions could occur if the anticipated recoveries in Masco's end-markets do not materialize and/or if management resumes a meaningful share repurchase program before a clearly established recovery has began in the housing and home improvement markets. MBI DEVELOPMENT: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: MBI Development, Ltd., a Texas limited partnership P.O. Box 1478 McAllen, TX 78505 Bankruptcy Case No.: 11-70145 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: John Kurt Stephen, Esq. CARDENA WHITIS AND STEPHEN 100 S Bicentennial Blvd McAllen, TX 78501-7050 Tel: (956) 631-3381 E-mail: kurtstep@swbell.net Scheduled Assets: $1,411,494 Scheduled Debts: $1,131,463 The list of 20 largest unsecured creditors contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service 1065 taxes $1,080 P.O. Box 219690 Kansas City, MO 64121-9690 The petition was signed by Theodore Morales, Jr., manager of MBI Development Mgmt., LLC, Debtor's general partner. MEDICAL CAPITAL: Court Establishes May 1 Claims Bar Date -------------------------------------------------------- The Honorable David O. Carter has set May 1, 2011, as the Claims Bar Date for the submission of the claims and claim information forms in the receivership proceeding captioned SEC v. Medical Capital Holdings, Inc., et al., Case No. SA CV09-0818 (C.D. Calif.). Any person that believes they have a claim of any type against Medical Capital Holdings, Inc., Medical Capital Corporation, Medical Provider Financial Corporation I through IV, Medical Provider Funding Corporation V and VI, Medical Tracking Services, Inc., Healthcare Financial Management and Acquisitions, Inc., National Health Benefits Corp., Corporate Impressions LLC, 15101 Red Hill Holdings, Inc., or their subsidiaries and affiliates, or against any other person arising out of their investment in any of the Medical Capital entities must send a proof claim to Thomas Seaman, the Court-appointed Receiver, in order to receive a distribution from the receivership estate. Do not file your claim with the Court. Send your proof of claim or claim information form to: Thomas Seaman Receiver for Medical Capital 3 Park Plaza, Suite 550 Irvine, CAR 92614 Claim Forms must be received by the Receiver on or before May 1, 2011, at 5:00 PM P.S.T. If your Claim Form is not received on or before the deadline you will lose your right to receive any distribution from the Receiver or the Receivership Estate and your claim will be forever barred. Additional information regarding submitting claims can be obtained at http://www.medicalcapitalreceivership.com/or you may write to the Receiver at the above address. Claims may not be submitted by electronic mail or facsimile. In Aug. 2009, Medical Capital Holdings' officers asked Judge Carter to let the Company file for Chapter 11 bankruptcy protection and operate as a debtor-in-possession. Judge Carter declined that invitation to release the company from Mr. Seaman's oversight and control. The SEC's lawsuit against Medical Capital, filed in July 2008, alleged that the Company defrauded investors of at least $18.5 million. MESA AIR: Pilots Began Negotiations With Management --------------------------------------------------- The pilots of Mesa Air Group, who are represented by the Air Line Pilots Association, Int'l, began negotiations with management this week for a competitive wage and benefits package that recognizes the pilots' sacrifices and contributions to the airline over the years, provides incentives to retain qualified professionals, and makes Mesa the airline of choice for prospective pilots. "We are at a critical juncture and must act quickly to make the necessary changes that will ensure the long-term viability of our airline," said First Officer Marcin Kolodziejczyk, chairman of the Mesa Air Group unit at ALPA. "No longer is being `the cheapest' a guarantee to winning new business. Mesa needs to focus on rebuilding its brand as one that respects its pilots, values our contributions, and continues to provide our partners with a quality product. The pilots have done their part by consistently delivering outstanding service to our partners and our passengers. We expect Mesa management to do their part by negotiating a fair agreement." Much has changed since the pilots were last at the bargaining table with MAG management. In Dec. 2008, the pilots narrowly ratified a short-term agreement with significant work-rule improvements that brought them in line with the industry in many key areas. However, provisions such as increasing captain pay rates and improving health care and other benefits were not addressed in those negotiations due to the precarious financial situation of the company, and they remain at levels that were negotiated in their 2003 contract. A year ago, MAG entered into Chapter 11 bankruptcy protection; the company recently emerged after restructuring the airline and its fleet to meet the needs of its partners. The union was actively involved in working to protect pilots' rights while at the same time ensuring the company's survival. It was a painful process that, among other things, resulted in hundreds of pilots being furloughed, displaced from their bases, and/or downgraded from captain to first officer. Meanwhile, the pool of qualified, professional pilots is shrinking, and industry analysts forecast a severe pilot shortage within the next 10 years due to pilot retirements and the decreasing number of new pilots entering the profession. Competition for qualified pilots is already fierce, and many regional and mainline carriers are currently hiring pilots on an ongoing basis. Several of these carriers have also made significant improvements to their pilot agreements to assist them in retaining and attracting qualified professionals. The MAG pilots intend to make similar improvements to their contract. MAG is now a stronger, leaner airline with an aggressive plan to maintain current business, secure new business, and reward senior management, aircraft lessors, suppliers, and other shareholders. "Mesa's pilots must also be rewarded for their contributions to this airline, namely for our efforts in maintaining operational excellence," said Kolodziejczyk. "As one of the largest stakeholders in Mesa, the pilots are an integral part to the company's current and future plans, and we deserve to share in its success." ALPA represents nearly 53,000 pilots at 38 airlines in the United States and Canada, including the nearly 1,400 pilots-and 480 who are on furlough-at Mesa Air Group. Mesa Air Group includes Mesa Airlines, Freedom Airlines, and go!, the company's interisland carrier in Hawaii. Pilots fly as United Express, US Airways Express, and go! About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on January 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). METROPCS COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Richardson, Texas-based wireless provider MetroPCS Communications Inc. to 'B+' from 'B'. The outlook is stable. S&P also raised the secured debt rating on subsidiary MetroPCS Wireless Inc. to 'BB' from 'B+' and affirmed this entity's 'B' unsecured debt rating, although S&P revised its recovery rating on the unsecured debt to '5' from '4'. The '5' recovery rating reflects expectations for modest (10%-30%) recovery of principal in the event of default. The revised recovery rating reflects S&P's reassessment of recovery in a default scenario, with the inclusion of the additional $1 billion of new bank debt proposed, even with some imputed value for spectrum acquisitions. In addition, S&P assigned a 'BB' issue-level rating to MetroPCS Wireless Inc.'s proposed $1.5 billion term loan due 2018, which the company will use to repay its $500 million term loan maturing in 2013 and for general corporate purposes, including opportunistic spectrum acquisitions. Finally, S&P assigned a 'BB' rating to its proposed $105 million revolving credit due 2016. S&P assigned '1' recovery ratings to both new debt issues, indicating expectations for very high (90%-100%) recovery of principal in the event of default. "The upgrade reflects the company's healthy subscriber growth over the past few years," said Standard & Poor's credit analyst Catherine Cosentino. Most recently, subscribers grew by 22.8% for the fourth quarter of 2010. Revenue and EBITDA likewise expanded by 16.9% and 24.4%, respectively, for 2010. MetroPCS' financial profile has improved as a result, with leverage at about mid-4x at year-end 2010, including its adjustments, and S&P expects the company to generate positive free operating cash flow on an ongoing basis. Pro forma for the net additional debt issuance, leverage is likely to be nearly 5x for 2011. "Despite this degradation in leverage, the company's financial profile is still supportive of the upgrade, given the favorable operating trends," added Ms. Cosentino. MID-AMERICAN PRODUCTS: Has Deal for Going Concern Sale of Assets ---------------------------------------------------------------- Chris Gautz at the Jackson Citizen Patriot reports that Mid- American Products said its chapter 11 bankruptcy filing will not result in layoffs. The Company made the filing as part of a prearranged deal on Feb. 16, Jackson Citizen Patriot quotes executive vice president Anita- Maria Quillen as saying in an e-mail. Ms. Quillen wrote that the postpetition financing was arranged before the filing with Mid- American's existing bank and has been approved by the court. According to the report, the financing will enable the company to have adequate working capital to finance operations through the process. A local investment group has submitted a purchase agreement for the Company's assets and operations. The deal is expected to be approved and executed within several months of the filing. Based in Jackson, Michigan, Mid-American Products, which employs 80, is a full-service design and thermoplastics molding company, producing products for the automotive, aerospace, electronics and consumer markets. The Company filed for Chapter 11 bankruptcy protection on Feb. 16, 2011 (Bankr. E.D. Mich. Case No. 11-43868). Judge Steven W. Rhodes presides over the case. Mark H. Shapiro, Esq., at Steinberg Shapiro & Clark, represents the Debtor. In its petition, the Debtor estimated both assets and debts of between $1 million and $10 million. MIDCONTINENT COMMUNICATION: Refinancing Won't Move Moody's Rating ----------------------------------------------------------------- Moody's Investors Service said Midcontinent Communication's recently announced refinancing of its $675 million senior secured credit facilities does not affect the company's ratings, including the company's B1 Corporate Family Rating, B2 Probability of Default Rating and B1 senior secured bank debt ratings. The rating outlook remains stable. The company is expected to realize modest reductions in cash interest expense and related improvements in free cash flow generation and overall liquidity by bringing the pricing on its July 2010 refinancing in line with current market rates, albeit not by a meaningful enough amount to impact ratings. Of note, the maturities for all tranches remain unchanged. The last rating action for Midcontinent was on July 7, 2010, when Moody's assigned a B1 Corporate Family Rating, B2 Probability of Default Rating, and B1 (LGD-3, 35%) instrument level ratings to the company's senior secured bank credit facilities consisting of a $350 million Term Loan B due 2017, a $200 million Term Loan A due 2016 and a $125 million Revolver due 2016. Midcontinent Communications, headquartered in Minneapolis, Minnesota, is a multiple cable system operating company serving over 209,000 subscribers in the states of North Dakota, South Dakota and Minnesota. Comcast Corporation owns a 50% indirect common equity interest in Midcontinent. The company generated approximately $310 million of revenue over the trailing twelve- month period ended August 31, 2010. MIRAMAR REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Miramar Real Estate Management Inc. 53 Palmera Street El Caribe Building, 16th Floor San Juan, PR 00901 Bankruptcy Case No.: 11-01786 Chapter 11 Petition Date: March 2, 2011 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Fausto D. Godreau Zayas, Esq. LATIMER, BIAGGI, RACHID & GODREAU, LLP P.O. Box 9022512 San Juan, PR 00902-2512 E-mail: dgodreau@LBRGlaw.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Carlos Lopez de Azua, president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Guardsmark LLC -- $650,395 Mail Code 2204 P.O. Box 2121 Memphis, TN 38159-2204 Candis A. McGowan -- $165,318 Wiggins, Childs, Quin & Oantazis The Kress Building 301 19th Street North Birmingham, Alabama 35203 AEE -- $71,918 P.O. Box 363508 San Juan, PR 00936-3508 El Caribe Tenants Deposit -- $70,486 HF Security -- $35,000 Faccio & Pabon-Roca Law Offices -- $27,305 Bufete Mario Rodriguez -- $26,265 Nain Berrios Colon -- $23,170 Marble & Stone -- $20,995 JCC Tenants Deposits -- $19,368 Otis Elevator -- $13,057 Fergunson Enterprises -- $12,712 Fransglobal -- $12,500 Gold Shield Protection and Investig-- $11,562 Royal Finance & Leasing Corp -- $11,226 Banco Popular De Pr -- $9,060 Empresas Fonalledas -- $7,270 Administracion de Tribunales -- $6,783 Graphic Arts Printing Inc -- $6,637 Loockwood Financial Advisors -- $5,897 MISSION TOWERS: Amends Sale for Transfer to Union Bk. Designee -------------------------------------------------------------- Union Bank and Mission Towers Properties I, LLC, on Feb. 22, 2011, jointly moved the U.S. Bankruptcy Court to amend its order approving the sale of the Debtor's "Mission Towers" property to reflect that the subject property will be transferred to Union Bank or its designee, Bannister Realty Company, Inc., a real estate holding company wholly owned by Union Bank, in order to accommodate a request by the title company insuring the transaction for Union Bank. In response to the joint motion, the Board of County Commissioners of Johnson County, Kansas, on Feb. 23, 2011, told the Court that it consents to the sale of the assets so long as Johnson County's first priority lien interest, as provided by Kansas law, will be satisfied from the proceeds of the sale. The Board of County Commissioners said that a portion of the 2010 ad valorem real property taxes on the property subject to the sale in the amount of $172,031 remains unpaid. On Nov. 24, 2010, the U.S. Bankruptcy Court for the District of Kansas the sale of Mission Towers Properties I, LLC's nine-story office building located at 5700 Broadmoor, in Mission, Kansas, known as Mission Towers for a credit bid of $10 million. Union Bank holds a first lien on the property, superior to all interests, except the unpaid ad valorem taxes due the Johnson County Treasurer. The approximate sum due Union Bank is the sum of $12.4 million, plus accrued interest, late charges and other charges. Union Bank will satisfy all ad valorem taxes as a condition of sale and pay cash consideration to the Johnson County Kansas Treasurer. The property will be sold free and clear of all liens of record. To the extent necessary, Union Bank will advance the costs for any subsequent title insurance, recording fees and other documents necessary to perfected title. The sale of the property is in accordance with the Debtor's overall settlement reached with Union Bank by the Debtor and the Debtor's guarantor. The Debtor will cease operations upon closing of the sale and will either convert to Chapter 7 or seek dismissal of its bankruptcy case. The balance of any cash consideration after satisfaction of the claimof Union Bank, if any, will be held pending further of the Court concerning satisfaction of subordinate liens. Union Bank's counsel may be reached at: Laurence M. Frazen, Esq. Cassandra L. Writz, Esq. BRYAN CAVE LLP 1200 Main Street, Suite 3500 Kansas City, MO 64105 Tel: (816) 374-3200 E-mail: lmfrazen@bryancave.com clwritz@bryancave.com About Mission Towers Leawood, Kansas-based Mission Towers Properties I, LLC, owns a nine-story office building known as Mission Towers (the Property) in Mission, Kansas. The Company filed for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. D. Kan. Case No. 10-12286). Edward J. Nazar, Esq., at Redmond & Nazar, Esq., in Wichita, Kansas, assists the Company in its restructuring effort. In its petition, the Debtor scheduled $11,211,322 in assets and $16,085,073 in liabilities as of the petition date. MORGANS HOTEL: Incurs $83.07 Million Net Loss in 2010 ----------------------------------------------------- Morgans Hotel Group Co. reported financial results for the quarter and year ended Dec. 31, 2010. The Company reported a net loss of $6.92 million on $65.05 million of total revenue for the three months ended Dec. 31, 2010, compared with a net loss of $52.75 million on $62.84 million of total revenue for the same period during the prior year. The Company also reported a net loss of $83.07 million on $236.37 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $717.07 million in total assets, $716.30 million in total liabilities and $764,000 in total stockholders' equity. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?7467 About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. MWM CARVER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: MWM Carver Terrace, LLC 901 21st Street, #J, NE Washington, DC 20002 Bankruptcy Case No.: 11-00168 Chapter 11 Petition Date: March 3, 2011 Court: U.S. Bankruptcy Court District of Columbia (Washington, D.C.) Judge: S. Martin Teel, Jr. Debtor's Counsel: Brent C. Strickland, Esq. WHITEFORD, TAYLOR, & PRESTON L.L.P. Seven Saint Paul Street Baltimore, MD 21202-3324 Tel: (410) 347-8700 E-mail: bstrickland@wtplaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Corbett P. McClure, manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Citibank, N.A. -- $466,599 P.O. Box 894720 Los Angeles, CA 90189 DC Water & Sewer Authority -- $59,847 Measurement and Billing P.O. Box 97200 Washington, DC 20090 Sitetec Construction Co. -- $58,051 6132 C. Brookshire Boulevard Charlotte, NC 28216 Griffith-Steuart -- $51,651 Potomac Electric Power Company -- $23,618 Carefirst -- $19,468 Washington Gas, Dist of Columbia -- $9,377 Div. Environmental Design & -- $9,300 Construction, LLC Central Wholesalers, Inc. -- $9,142 DC Treasurer -- $8,475 Waste Management of Maryland -- $6,315 David Hockstein, Inc. -- $3,580 Ace Fire Extinguisher Service, Inc.-- $2,627 Interguard, Ltd. -- $1,934 Southern Utilities Company, Inc. -- $1,722 Porcelain Refinishers Inc. -- $1,595 District Electrical Services, Inc. -- $1,181 ITT Hartford -- $764 McCormick Paint Works Company -- $749 SafeRent -- $740 NAVISTAR INTERNATIONAL: To Webcast Q1 Results on Wednesday ---------------------------------------------------------- Navistar International Corporation will present via live web cast its fiscal 2011 first quarter financial results on Wednesday, March 9th. A live web cast is scheduled at approximately 10:00 AM ET. Speakers on the web cast will include Daniel C. Ustian, Chairman, President and Chief Executive Officer, A. J. Cederoth, Executive Vice President and Chief Financial Officer, and other Company leaders. The web cast can be accessed through a link on the investor relations page of Navistar's web site at http://ir.navistar.com/events.cfm. Investors are advised to log on to the website at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 10 days. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion in total assets, $10.65 billion in total liabilities, and a stockholders' deficit of $932.0 million. Navistar has a 'BB-/Stable/--' corporate credit rating from Standard & Poor's and a 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in October 2010 that Navistar's B1 rating could improve if the North American truck market remains on track for a sustained recovery into 2011, and Navistar's operational initiatives to moderate its vulnerability to the truck cycle show evidence of taking hold. NEC HOLDINGS: Sues Linde for $5.7 Million in Cleanup Costs ---------------------------------------------------------- Bankruptcy Law360 reports that National Envelope Corp. hit Linde LLC and its predecessors with a suit in bankruptcy court on Wednesday, seeking contribution for possibly $5.7 million in cleanup costs for contamination from a Union, N.J., manufacturing facility. About NEC Holdings Uniondale, New York-based National Envelope Corporation was the largest manufacturer of envelopes in the world with 14 manufacturing facilities and 2 distribution centers and approximately 3,500 employees in the U.S. and Canada. NEC Holdings Corp., together with affiliates, including National Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D. Del. Lead Case No. 10-11890). Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the Debtors. David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co- counsel. The Garden City Group is the claims and notice agent. Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at Pachuiski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. Morgan Joseph & Co., Inc., is the financial advisor to the Committee. NEC Holdings estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. In September 2010, National Envelope's key assets were bought in a roughly $208 million deal by The Gores Group LLC, a West Coast private equity firm that manages about $2.9 billion of capital. NEOMEDIA TECHNOLOGIES: Appoints Sarah Fay to Board of Directors --------------------------------------------------------------- NeoMedia Technologies, Inc., announced that media industry veteran Sarah Fay has been appointed to the NeoMedia Board of Directors. Ms. Fay has two decades of experience in the media services industry, and will be a key member of the NeoMedia Board, working with the company's leadership and other Board members to further NeoMedia's role in the mobile barcode arena. She joins the company as long-standing Board member James J. Keil announces his retirement. Ms. Fay is a well-known voice in the advertising industry on the topics of digital marketing and media integration, as well as developing and implementing groundbreaking new models for advertising and media. She has helped to build one of the most recognized global digital advertising companies through a combination of acquisitions, new business wins, and organic growth. In her previous roles as President of Carat Interactive and then President of Isobar, Sarah orchestrated a number of successful mergers and acquisitions. She is also responsible for launching Isobar Mobile, a highly regarded mobile marketing entity. "We are delighted that Sarah is joining the NeoMedia Board of Directors and extremely pleased to welcome her to the team at this point in the Company's growth. Sarah is an industry thought leader and her expertise and vision in the marketing and advertising areas will be a great asset," said Laura Marriott, CEO and Board Chairperson of NeoMedia. "I would especially like to thank JJ for his long and dedicated service to the company. He has been an invaluable asset to the organization and we greatly appreciate his leadership and support over the years." "The mobile barcode space is currently experiencing exponential growth, and NeoMedia is the dominant player in this category, with patents and technology that allow brands to harness the power of mobile marketing," said Sarah Fay. "I am excited to work again with Laura Marriott, who I know and respect from her days as President of the Mobile Marketing Association, and look forward to helping her and her team grow the NeoMedia business, and the mobile barcode industry generally." James J. Keil, has been a Director of NeoMedia since August 1996, and has announced that he will retire from the Board after 15 years of service, effective June 30, 2011. "Having seen the company evolve over the years and grow into a global market leader, it is time for me to retire from NeoMedia's Board of Directors. The market we started chasing in the early 2000s is finally starting to emerge and NeoMedia is in a great position to take advantage of that. The management team and the new Board are strong and experienced and I have great confidence in them. I wish the team high success and look forward to seeing many new positive developments from NeoMedia in the years to come," said Mr. Keil. About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. The Company's balance sheet at Sept. 30, 2010, showed $9.04 million in total assets, $83.31 million in total liabilities, $8.37 million in Series C convertible preferred stock, $2.50 million in Series D convertible preferred stock, and a stockholders' deficit of $85.14 million. At September 30, 2010, the Company has an accumulated deficit of $237.99 million. The Company also has a working capital deficit of $82.05 million, of which of which $68.51 million is related to the Company's financing instruments, including $30.71 million related to the fair value of warrants and those debentures that are recorded as hybrid financial instruments, and $37.80 million related to the amortized cost carrying value of certain of the Company's debentures and the fair value of the associated derivative liabilities. As reported in the Troubled Company Reporter on April 1, 2010, Kingery & Crous, P.A., in Tampa, Fla., expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and has ongoing requirements for additional capital investment. NEW ORLEANS SEWERAGE: S&P Affirms 'BB' Rating on Bonds ------------------------------------------------------ Standard & Poor's Ratings Services revised the outlook to positive from stable and affirmed its 'BB' underlying rating on New Orleans Sewerage & Water Board, La.'s water revenue bonds. "The outlook revision is based on S&P's expectation that management's continued rate adjustments will allow improvements in the water department's financial position to be sustainable, to the point that its cash flows will no longer be dependent upon nonrecurring revenues nor interfund borrowing from the sewer department," said Standard & Poor's credit analyst Ted Chapman. Additional factors that, in S&P's view, still remain credit concerns include insufficient debt service coverage levels in each post-Katrina year, exclusive of extraordinary cash inflows; and a dependence on interfund borrowings in recent years, with nearly $40 million now accumulated as due to other funds. Factors that somewhat moderate these risks include management's demonstrated willingness to adjust rates, including a five-year, pre-approved series of annual rate increases through fiscal 2011, with further rate adjustment decisions likely after the recommendations of a comprehensive rate study are evaluated and implemented The positive outlook reflects S&P's expectation that the rate study recommendations, supportive relationship with the state and federal counterparts, and continued addition of new accounts will all serve to help the sewer system maintain consistently improved DSC and working capital levels. A higher rating would be primarily predicated on a sustained return to structural fiscal balance while still incorporating the significant infrastructure investment that lies ahead. This would include ongoing revenues sufficient in nature to meet all revenue requirements -- including capital expenditures -- at least at minimum covenanted levels, and consistent levels of available cash on hand. Conversely, continued reliance on nonrecurring sources to bolster net revenues, negative developments with regulators, or concerns about the financial metrics could warrant a return to a stable outlook. NEXAIRA WIRELESS: Issues 2.5MM Shares to Settle $250,000 Debt ------------------------------------------------------------- On Feb. 25, 2011, NexAira Wireless Inc. entered into a debt settlement and subscription agreement with one investor whereby the Company agreed to issue 2,500,000 shares of its common stock in settlement of $250,000 of a $300,000 debt owing by the Company to the investor. The shares were issued at a deemed price of $0.10 per share. The Company also issued the investor a note in the principal amount of $50,000 with respect to the remaining balance payable on the debt. On Feb. 24, 2011, the Company entered into a letter agreement with Garden State Securities Inc., whereby Garden State has agreed to provide certain advisory services to the company in consideration for the issuance of up to 1,800,000 shares of the company's common stock at a deemed price of $0.10 per share, with the shares to be registered as directed by Garden State, to be issued as follows: (a) 450,000 shares upon execution of the letter agreement; and (b) 150,000 shares at the end of each month starting on the last day of the fourth month through the twelfth month of the term of the agreement. Also, on Feb. 24, 2011, the Company entered into a consulting agreement with JFS Investments, Inc., whereby JFS Investments has agreed to provide certain consulting services to the company in consideration for the issuance of up to 1,800,000 shares of the Company's common stock at a deemed price of $0.10 per share, to be issued as follows: (a) 450,000 shares upon execution of the consulting agreement; and (b) 150,000 shares at the beginning of each month starting on the first day of the fourth month through the twelfth month of the term of the agreement. On Feb. 25, 2011, Gemini Master Fund, Ltd. delivered a notice of conversion with respect to $10,000 of the principal amount of a note, dated Aug. 20, 2010, in the principal amount of $400,000 issued by the Company to Gemini. Effective Feb. 25, 2011, the $10,000, and $518 accrued interest thereon, were converted into 142,030 common shares of our company at a deemed conversion price of $0.074053 per share. Gemini is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended), and in issuing these securities to Gemini we relied on the registration exemption provided for in Rule 506 of Regulation D or Section 4(2) of the Securities Act of 1933, as amended. On March 2, 2011, in connection with the entry into the letter agreement with Garden State Securities Inc. and the consulting agreement with JFS Investments Inc., the Company issued an aggregate of 900,000 shares of common stock to four U.S. persons who are accredited investors, and in issuing these securities to these persons we relied on the registration exemption provided for in Rule 506 of Regulation D or Section 4(2) of the Securities Act of 1933, as amended. On March 2, 2011, in connection with the closing of the debt settlement agreement, the Company issued 2,500,000 shares of common stock to one non U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S or Section 4(2) of the Securities Act of 1933. About NexAira Wireless Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB: NXWI) -- http://www.nexaira.com/-- develops and delivers third and fourth generation (3G/4G) wireless routing solutions that offer speed, reliability and security to carriers, mobile operators, service providers, value added resellers (VARS) and enterprise customers. BDO USA, LLP, in San Diego, Calif., expressed substantial doubt about Nexaira Wireless' ability to continue as a going concern. The independent auditors noted that the Company has incurred losses from operations and has negative cash flow from operations, a working capital and a net capital deficit. The Company reported a net loss of US$4.66 million on US$1.74 million of revenue for fiscal 2010, compared with a net loss of US$3.37 million on US$5.64 million of revenue for fiscal 2009. At October 31, 2010, the Company's balance sheet showed US$1.79 million in total assets, US$4.73 million in total liabilities, and a stockholders' deficit of US$2.94 million. NIELSEN CO: S&P Raises Corporate Credit Rating to 'BB-' ------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on New York, N.Y.-based media research, ratings, and data provider The Nielsen Co. B.V. to 'BB-' from 'B+'. All existing issue-level ratings on the company's debt were also raised by one notch in conjunction with the corporate credit rating change. S&P removed these ratings from CreditWatch, where S&P placed them with positive implications Jan. 11, 2011. The rating outlook is stable. At the same time, S&P assigned parent company Nielsen Holdings N.V. S&P's 'BB-' corporate credit rating with a stable outlook. In addition, S&P assigned Nielsen Holdings N.V.'s mandatorily convertible bonds due 2013 its issue-level rating of 'B' (two notches lower than the 'BB-' corporate credit rating). S&P also assigned this debt its recovery rating of '6', indicating its expectation of negligible recovery for bondholders in the event of a payment default. "The 'BB-' rating reflects S&P's expectation that Nielsen will continue to reduce leverage, but that it will still remain high," said Standard & Poor's credit analyst Tulip Lim. "It also reflects S&P's expectation that the company's operating performance will remain relatively stable due to its significant sources of recurring revenue and strong market position." These factors underpin S&P's assessment of Nielsen's business risk profile as satisfactory. S&P estimate that revenue will grow at a mid-single-digit percentage rate in 2011 and that EBITDA will grow at a mid- to high-single-digit rate. S&P views the company's financial risk profile as aggressive, given its still high leverage. Operating in approximately 100 countries, Nielsen is the leading global provider of retail marketing and media information. Nielsen has strong market positions in media measurement and retail marketing information. Marketing information and media measurement have a high proportion of sales contracted in advance and strong renewal rates, which lend a degree of stability to cash flows. Marketing information contract renewals are highly competitive, though, and linked to the scope of services and pricing. Nielsen must make ongoing investments to remain competitive, as well as maintain an efficient cost structure. NO FEAR: Court Extends Filing of Schedules Until March 28 --------------------------------------------------------- The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for the Southern District of California has extended, at the behest of No Fear Retail Stores, Inc., the deadline for the filing of schedules of assets and liabilities and statement of financial affairs until March 28, 2011. The previous deadline for the filing of schedules and statement was March 10, 2011. The Debtor asked for the extension, saying that the size and complexity of its case are sufficient reasons to warrant additional time for it to file the required schedules and lists. The Debtor had asked for an April 8, 2011 deadline. About No Fear Retail Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection on Feb. 24, 2011 (Bankr. S.D. Calif. Case No. 11-02896). David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. NO FEAR: Gets Interim Nod to Use Credit Cash NJ's Cash Collateral ----------------------------------------------------------------- No Fear Retail Stores, Inc., sought and obtained interim authorization from the Hon. Margaret M. Mann of the U.S. Bankruptcy Court for the Southern District of California to use the cash collateral of Credit Cash NJ, LLC, until April 18, 2011. Steven F. Werth, Esq., at SulmeyerKupetz, explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use cash collateral pursuant to weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/NO_FEAR_budget.pdf Credit Cash asserts a first priority lien on the Debtor's assets. As of the Petition Date, Credit Cash asserts a claim against the Debtor in the approximate amount of $1,129,038. Credit Cash's asserted interest in cash collateral is adequately protected by a substantial equity cushion, which alone provides Credit Cash adequate protection. Even if the equity cushion was declining, Credit Cash would be adequately protected by a combination of (a) the continued operation of the Debtor's business; and (b) the granting of a replacement lien on postpetition receivables to the extent of any diminution in value of Credit Cash's collateral as a result of the Debtor's use of cash collateral. The replacement lien would be on all postpetition assets in the same priority and to the same extent and validity as Credit Cash's asserted prepetition security interest. The Court ruled that pending the final hearing, the Debtor need not make any payments to Credit Cash. Credit Cash is prohibited from asserting control over or sweeping the Debtor's bank accounts and transferring in any manner any funds therein, except as directed by the Debtor. The Court has set a final hearing for April 1, 2011, at 2:00 p.m. Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection on Feb. 24, 2011 (Bankr. S.D. Calif. Case No. 11-02896). David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. NO FEAR: Section 341(a) Meeting Scheduled for April 5 ----------------------------------------------------- The U.S. Trustee for Region 15 will convene a meeting of No Fear Retail Stores, Inc.'s creditors on April 5, 2011, at 9:00 a.m. The meeting will be held at Office of the U.S. Trustee, 402 W. Broadway (use C Street Entrance), Suite 1360, Hearing Room B, San Diego, CA 92101. 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. Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection on Feb. 24, 2011 (Bankr. S.D. Calif. Case No. 11-02896). David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. NPS PHARMACEUTICALS: Completes Patient Randomization in REPLACE --------------------------------------------------------------- NPS Pharmaceuticals, Inc. announced the randomization of the last patient in REPLACE, its Phase 3 registration study of NPSP558, a bioengineered form of human parathyroid hormone. REPLACE is a double-blind, placebo-controlled study evaluating the use of NPSP558 as hormone replacement therapy in adult patients with hypoparathyroidism. A total of 135 patients were randomized in this study. "This is an important milestone in our NPSP558 pivotal study in hypoparathyroidism and we look forward to reporting top line results by the end of this year," said Francois Nader, MD, president and chief executive officer of NPS Pharmaceuticals. "There are currently no approved treatments for hypoparathyroidism, a disease that can cause serious bone, muscular and neurological symptoms. Current treatment approaches are palliative and can lead to long-term health risks. As a replica of natural parathyroid hormone 1-84, NPSP558 has the potential to address this unmet need by treating the underlying cause of the disorder rather than just managing the symptoms." NPS believes positive results from REPLACE will enable it to file for U.S. marketing approval in 2012 for NPSP558 in hypoparathyroidism. About the REPLACE Study REPLACE is a randomized, double-blind, dose escalating, placebo- controlled Phase 3 registration study to investigate the use of NPSP558 for the treatment of adults with hypoparathyroidism at more than 30 sites in North America and Europe. The study consists of an average 10-week screening and stabilization period followed by a 24-week treatment period marked by randomization (2:1) to 50�g once daily NPSP558 or placebo. Following randomization, patients undergo staged reductions in calcium and vitamin D supplementation, while maintaining stabilized serum calcium. If needed, step-wise up-titration of study drug (NPSP558 or placebo) to a dose of 75 �g and then if necessary to 100 �g in patients over a six to eight week period will be performed. Patients will continue on their final dose through week 24. A follow-up period without study drug will last from week 24 to week 28. The primary efficacy endpoint of REPLACE is to demonstrate by Week 24 at least a 50% reduction from baseline of oral calcium supplementation and active vitamin D metabolite/analog therapy and a total serum calcium concentration that is normalized or maintained compared to baseline (>7.5 mg/dL). About Hypoparathyroidism Hypoparathyroidism is a rare disorder in which the body produces insufficient levels of parathyroid hormone, the principal regulator of calcium and phosphorus. When the body has too little parathyroid hormone, blood calcium levels drop and phosphorus levels increase, which can cause muscular and neurological symptoms, as well as bone impairments. There is no approved treatment for hypoparathyroidism. It is one of the few remaining hormone deficiency syndromes in which replacement therapy using the native hormone is not clinically available. Hypoparathyroidism is currently managed with large doses of oral calcium and vitamin D supplementation to raise the calcium levels in the blood and reduce the severity of symptoms. Over time, calcium may build up in the body and result in serious health risks, including calcifications in the kidneys, heart or brain. NPS has estimated that approximately 60,000 to 65,000 patients suffer from hypoparathyroidism in the U.S. About NPSP558 (parathyroid hormone 1-84 [rDNA origin] injection) NPSP558, a bioengineered replica of human parathyroid hormone 1- 84, is being evaluated in a Phase 3 registration study, known as REPLACE, as the first hormone replacement therapy for the underlying cause of hypoparathyroidism. Because it mimics the action of natural parathyroid hormone, NPSP558 has the potential to treat hypoparathyroidism and offer a more physiological treatment outcome than what is available with existing treatments. Results from an investigator-initiated Phase 2 open-label proof- of-concept study demonstrated that NPSP558 potentially can be used as a therapeutic agent in hypoparathyroidism effectively and safely. The study showed that NPSP558 treatment in hypoparathyroidism significantly reduces supplemental calcium and 1,25-dihydroxyvitamin D requirements while maintaining serum calcium levels. Data were published in January 2010 in the international peer-reviewed journal Osteoporosis International. NPS has received orphan drug status for NPSP558 for the treatment of hypoparathyroidism. The company's partner Nycomed markets PTH (1-84) ex-US as Preotact(R) for the treatment of osteoporosis in post-menopausal women at high risk of fractures. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it has not been profitable since its inception in 1986. As of December 31, 2009, it had an accumulated deficit of $922.7 million. "Currently, we are not a self-sustaining business and certain economic, operational and strategic factors may require us to secure additional funds." The Company though believes its existing capital resources at December 31, 2009, along with the receipt of $38.4 million from the sale of its REGPARA royalty stream, should be sufficient to fund its current and planned operations through at least January 1, 2011. NUVILEX INC: Appoints Gerald Crabtree as Chief Operating Officer ---------------------------------------------------------------- On Feb. 24, 2011, Nuvilex, Inc., appointed Gerald W. Crabtree, Ph.D., Chief Operating Officer effective immediately. The Company and Dr. Crabtree are currently in the processes of finalizing an employment agreement; however, as of March 2, 2011 there is not a written employment agreement in place. Dr. Crabtree has been involved with various biopharmaceutical companies where he has alternatively supervised and coordinated the development of multiple drug candidates, prepared clinical protocols, investigator brochures, monographs, research and review articles, and served as project manager for development of major oncologic agents since 1985. Dr. Crabtree is a Member of the American Society of Clinical Oncology and also is a past member of research grant review committees for the National Institute of Health and the American Cancer Society. Dr. Crabtree established and directed, from inception, a department that monitored and coordinated the development of oncologic and immunologic drugs from initial discovery through regulatory approval in a major pharmaceutical company and served as project manager for the development of the anticancer agent, Taxol(R). Dr. Crabtree was previously Department Chairman of Molecular Pharmacology for the Nucleic Acid Research Institute and prior to that Associate Professor of Medicine with the Roger Williams Cancer Center at Brown University. Most recently, Dr. Crabtree served as Interim CEO of PhytoCeutica, Inc., where he assisted in preparation and review of FDA documents, clinical study protocols, investment acquisitions, and contracts and business plans. Dr. Crabtree received his Ph.D. in Biochemistry from the University of Alberta, Edmonton, Alberta, Canada, and has published over 80 articles in peer-reviewed journals. He is a National Cancer Institute of Canada Research Fellow. About Nuvilex Inc. Scottsdale, Ariz.-based Nuvilex Inc. (OTC BB: NVLX) -- http://www.nuvilex.com/-- operates independently and through wholly-owned subsidiaries and is dedicated to bringing to market scientifically derived products designed to improve the health and well-being of those who use them. The Company currently manufactures, directly or indirectly through independent contractors Cinnergen(TM), Cinnechol(TM), Infinitink(R) (and related private label ink products), and Talysn(TM) Scar Cream for sale worldwide. Nuvilex markets its products both directly and through retail distribution partners. The Company's retail distribution partners include The Vitamin Shoppe and other regional retail establishments. The Company's balance sheet at Oct. 31, 2010, showed $1.2 million in total assets, $3.3 million in total liabilities, and a stockholders' deficit of $2.1 million. M&K CPAS, PLLC, in Houston, expressed substantial doubt about Nuvilex's ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2010. The independent auditors noted that the Company has suffered recurring losses from operations. O'CHARLEY'S INC: Moody's Gives Negative Outlook; Keeps B2 Ratings ----------------------------------------------------------------- Moody's Investors Service revised the rating outlook of O'Charley's Inc.'s to negative from stable. O'Charley's B2 Corporate Family rating and B3 senior subordinated notes rating, remain unchanged. Its speculative grade liquidity rating of SGL-3 was affirmed. These ratings were unchanged and LGD assessments updated: -- Corporate Family rating at B2 -- Probability of Default rating at B2 -- $125 million 9% senior subordinated notes due 2013 to B3 (LGD-5, 71%) from B3 (LGD-5, 72%) -- Speculative grade liquidity rating at SGL-3 The negative rating outlook reflects Moody's view that O'Charley's debt protection measures would remain weak for the B2 rating category in the intermediate term due to continued pressure on its revenue and operating margin. Particularly, its debt/EBITDA would likely rise and sustain above 5.0x if EBITDA erodes further in 2011. For fiscal year 2010, the company reported a year over year EBITDA decline of nearly 34% as a result of lower revenue largely due to negative same store sales and higher food and restaurant operating costs. Moody's estimate that O'Charley's financial leverage as measured by debt/EBITDA was around 5.0x at year end 2010(incorporating Moody's analytical adjustments), approximately one full turn higher than the prior year. Moody's is concerned that the persistently negative SSS at the company's anchor brand- O'Charley's concept (which represents roughly 2/3 of the company's restaurant revenue and experienced the most significant decline in 2010 EBITDA among all three concepts)and its general lack of pricing power in a rising commodity input cost environment, would erode the company's already thin operating margin and other key credit metrics. "However, Moody's did not change the B2 CFR as Moody's have seen some early signs of recovery as indicated by the decelerated negative SSS trend in the most recent quarters at O'Charley's, " explained Moody's analyst John Zhao. That being said, the elevated gasoline prices which had historically hurt restaurant sales and escalating commodity prices could derail the early recovery. O'Charley's ratings could be downgraded if negative same store sales persists and margin deteriorates further in the next 6-12 months. The B2 Corporate Family rating continues to reflect O'Charley's below average operating margins, weak credit metrics as well as the challenges the company is facing in reversing the negative same store sales and traffic trends. The ratings positively consider established brand names and concept/geographic diversification. The ratings also anticipate the company will continue to generate modest level of free cash flow primarily thanks to the low capital spending. While the low spending level is required by the credit agreement as an effective measure to conserve liquidity, the current annual capital expenditure of approximately $15 million is not sustainable in Moody's view (given that depreciation level has substantially exceeded capital expenditures) and could be detrimental to the long-term brand strength and image if the stores are not refreshed timely. The affirmation of SGL-3 reflects the company's adequate liquidity profile, highlighted by modestly positive free cash flow, full availability under its $45 million revolving credit facility (excluding $12.6 million outstanding letters of credit) and its significant real estate ownership which provides for alternate liquidity in the future. Additionally, the company doesn't have any near term debt maturities. Moody's SGL assessment also incorporates the company's cash balance of $29.7 million as of December 26, 2010. SGL rating would be downwardly pressured if the cushion under the leverage covenant becomes modest in the next twelve months should EBITDA continue to decline. O'Charley's, Inc., headquartered in Nashville Tennessee, is an owner, operator, and franchisor of casual dining concepts that include O'Charley's, Ninety-Nine Restaurant & Pub, and Stoney River Legendary Steaks. For the twelve months ending December 26, 2010, the company reported revenues of approximately $830 million. ORLEANS HOMEBUILDERS: Judges Approves First American Claims Merger ------------------------------------------------------------------ Bankruptcy Law360 reports that Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware on Thursday approved an agreement between First American Title Insurance Co. and the unsecured creditors committee of Orleans Homebuilders Inc. that lumps together dozens of the insurer's disallowed claims into one surviving claim. About Orleans Homebuilders Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker & Lancaster, Masterpiece Homes, Realen Homes and Orleans -- develops, builds and markets high-quality single-family homes, townhouses and condominiums. From its headquarters in suburban Philadelphia, the Company serves a broad customer base including first-time, move-up, luxury, empty-nester and active adult homebuyers. The Company currently operates in these 11 distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. Orleans Homebuilders employs approximately 300 people. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Del. Case No. 10-10684). Cahill Gordon & Reindell LLP is the Debtor's bankruptcy and restructuring counsel. Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, are the Debtor's Delaware and restructuring counsel. Blank Rome LLP is the Debtor's special corporate counsel. Garden City Group Inc. is the Debtor's claims and notice agent. Gerard S. Catalanello, Esq., and James J. Vincequerra, Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W. Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in Wilmington, Delaware, serve as counsel to the Official Committee of Unsecured Creditors. The Company estimated assets and debts at $100 million to $500 million as of the Petition Date. Orleans Homebuilders, Inc., in February 2011 completed its financial reorganization and emerged from Chapter 11 protection as a newly reorganized company. Orleans emerged with $160 million in new financing, including a $30 million revolving credit facility. * * * As reported in the Troubled Company Reporter on Feb. 18, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Orleans Homebuilders Inc. to 'B-' from 'D' and assigned a 'B-' issue-level rating to the company's $130 million secured term loan. S&P also assigned a '3' recovery rating on the secured term loan, indicating its expectation for a meaningful (50%-70%) recovery in the event of a payment default. The outlook is stable. OXIGENE INC: Common Stock to Trade on The NASDAQ Capital Market --------------------------------------------------------------- OXiGENE, Inc., announced that, on March 1, 2011, the Company received a determination from the NASDAQ Listing Qualifications Panel enabling its Common Stock to trade on The NASDAQ Capital Market. The Company will have until June 13, 2011 to demonstrate compliance with the minimum $1.00 per share closing bid price requirement and all continued listing standards of The NASDAQ Capital Market. As previously announced, on Feb. 25, 2011, the Company implemented a 1-for-20 reverse stock split of its common shares in an effort to regain compliance with NASDAQ's Bid Price requirement. The Company may demonstrate compliance with the applicable requirements if its common stock has a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days prior to June 13, 2011. The consolidated closing bid price for the Company's stock on March 2, 2011 was $2.27 per share. Separately, the Company must demonstrate regained compliance with the minimum market value of listed securities requirement and the minimum stockholders' equity requirement prior to June 13, 2011. While the Company expects to regain compliance with all The NASDAQ Capital Market listing requirements and satisfy all the terms of the Panel's decision, there can be no assurance that it will be able to do so. The transfer of the Company's listing from The NASDAQ Global Market to The NASDAQ Capital Market took effect with the open of NASDAQ trading on March 3, 2011. The Company will continue to trade under the ticker symbol OXGND through March 21, 2011. The Company's symbol will revert back to OXGN on March 22, 2011. About OXiGENE Inc. South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN) -- http://www.oxigene.com/-- is a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer and eye diseases. The Company's balance sheet at Sept. 30, 2010, showed $7.7 million in total assets, $15.2 million in total liabilities, and a stockholders' deficit of $7.5 million. As reported in the Troubled Company Reporter on March 22, 2010, Ernst & Young LLP, in Boston, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has incurred recurring operating losses and will be required to raise additional capital, alternative means of financial support, or both, prior to January 1, 2011, in order to sustain operations. PREMIER ENTERTAINMENT: No Prepayment Penalty Owed to Noteholders ---------------------------------------------------------------- WestLaw reports that by its plain terms, a provision of a trust indenture that provided for automatic acceleration of notes upon a default arising from the debtors' bankruptcy filing rendered the notes mature at time of their repayment as part of consummation of the debtors' confirmed Chapter 11 plan, such that noteholders had no contractual right to a prepayment premium, of kind required to support allowance of the premium under the bankruptcy statute governing oversecured claims. The parties to the trust indenture, as sophisticated parties who had expressly bargained for automatic acceleration of the notes in event of any default caused specifically by the filing of a bankruptcy petition, had chosen to forego any prepayment premium in favor of an immediate right to collect the entire debt after bankruptcy, without having to seek stay relief in order to accelerate the debt. In re Premier Entertainment Biloxi LLC, --- B.R. ----, 2010 WL 3504105 (Bankr. S.D. Miss.) (Olack, ! J.). A copy of the Honorable Neil P. Olack's Memorandum Opinion dated Sept. 3, 2010, in Premiere Entertainment Biloxi LLC, et al. v. U.S. Bank National Association, et al., Adv. Pro. No. 07-05043 (Bankr. S.D. Miss.), is available at http://is.gd/aS2925from Leagle.com. In this adversary proceeding, the Indenture Trustee, Pacific Investment Management Company, LLC, Deutsche Asset Management, and Castlerigg Master Investments Ltd. sought payment of an additional $13.7 million under their interpretation of a Trust Indenture dated January 23, 2004. Based in Biloxi, Miss., Premier Entertainment Biloxi LLC dba Hard Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/-- owns and operates hotels. On Aug. 29, 2005, Hurricane Katrina struck the Mississippi Gulf Coast, just two days prior to the scheduled opening of the Debtors' facility. The Debtors' facility was substantially destroyed. In the aftermath of Hurricane Katrina, 1,300 of the Debtors' employees lost their jobs. The company filed for Chapter 11 protection on Sept. 19, 2006 (Bankr. S.D. Miss. Case No. 06-50975). Nicholas Van Wiser, Esq., and Robert Alan Byrd, Esq., at Byrd & Wiser, represent the Debtors. Corby Davin Boldissar, Esq., at Locke Liddell & Sapp, LLP, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed $252,862,215 in assets and $226,069,921 in debts. The debtor emerged from chapter 11 on Aug. 10, 2007, under a Joint Plan of Reorganization that paid all creditors in full. PALM HARBOR: Cavco-Third Avenue Joint Venture Wins Auction ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Palm Harbor Homes Inc., a maker of factory-built homes, held an auction for the business on March 1. The winning bidder was Fleetwood Enterprises Inc., a venture between Cavco Industries Inc. and a fund advised by Third Avenue Management LLC. According to the report, Cavco said in a regulatory filing that it won the auction with a bid of $83.9 million. The opening bid by Fleetwood was $50 million or the amount of outstanding financing for the Chapter 11 case, whichever was larger, plus $6.5 million attributed to the assumption of liabilities on warranties. The hearing for approval of the sale was scheduled for March 4. Fleetwood has been providing as much as $55 million in secured financing for Palm Harbor's reorganization. About Palm Harbor Homes Addison, Texas-based Palm Harbor Homes, Inc. -- http://www.palmharbor.com/-- manufactures and markets factory- built homes. The Company markets nationwide through vertically integrated operations, encompassing manufactured and modular housing, financing and insurance. Palm Harbor filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13850) on Nov. 29, 2010. It disclosed $321,263,000 in total assets and $280,343,000 in total debts. Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-13854) filed separate Chapter 11 petitions. Brian Cejka at Alvarez & Marsal is the Debtors' chief restructuring officer. Raymond James and Associates, Inc., is the Debtors' investment banker. Alvarez & Marshal North America, LLC, is the Debtors' financial advisor. BMC Group, Inc., is the Debtors' claims agent. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Official Committee of Unsecured Creditors. PERRY ELLIS: Moody's Upgrades Corporate Family Rating to 'B1' ------------------------------------------------------------- Moody's Investors Service upgraded the corporate family and probability of default ratings of Perry Ellis International, Inc., to B1 from B2 and assigned a B2 rating to its new senior subordinated bonds, concluding the review for upgrade commenced on February 28, 2011. The actions follow the company's pricing of its previously announced equity offering with expected net proceeds of approximately $52.6 million, as well as its pricing of $150 million of 7.875% senior subordinated notes due 2019. The upgrade incorporates expectations for an improved credit profile pro forma for the transactions. Ratings Rationale The anticipated repayment of revolver borrowings with equity and bond proceeds will reduce leverage and enhance external liquidity by increasing revolver availability following Perry's utilization of a significant amount of its revolver capacity to fund the acquisition of Rafaella Apparel Group, Inc. Furthermore, the bond issuance will extend the maturity profile to April 2019 for the new bonds compared to September 2013 for the existing bonds that will be refinanced. Ratings are subject to review of final documentation. Moody's will likely withdraw the B3 rating on the existing senior subordinated bonds due 2013 assuming the company repays substantially all of the existing senior subordinated bonds. Perry Ellis International, Inc. -- Probability of Default Rating, Upgraded to B1 from B2 -- Corporate Family Rating, Upgraded to B1 from B2 -- $150 million 7.875% Senior Subordinated Bonds due 2019, Assigned B2, LGD5, 73% -- Outlook, Changed To Stable From Rating Under Review Perry's B1 corporate family rating incorporates its narrow product focus (albeit somewhat improved with the acquisition of Rafaella) and EBITA margins that lag most rated apparel peers. Furthermore, leverage in the mid 3 times debt-to-EBITDA range (pro forma for the transactions and including the acquisition of Rafaella) poses challenges for operating in an industry sensitive to both consumer spending and fashion trends. However, the company's well-known brand portfolio somewhat diminishes sensitivity to fashion trends and its broad range of price points allows the company to target multiple demographic groups. These factors contribute to a solid presence across multiple distribution channels, notwithstanding some customer concentration with key retailers. Finally, expectations for continued positive free cash flow also support the rating. The stable outlook assumes Perry will refinance its revolver (due February 2012) over the near term and will successfully integrate the Rafaella business. In addition, to sustain the B1 corporate family rating, Perry Ellis must demonstrate continued commitment to maintaining a conservative credit profile. The stable outlook also incorporates expectations that sales growth will at least partially mitigate the potential for cost increases that could pressure margins beginning in late calendar 2011. Challenges in integrating Rafaella, sustained declines in EBITDA, or deterioration of the liquidity profile could pressure the ratings down. Specifically, negative free cash flow or leverage approaching 4.5 times debt-to-EBITDA could result in a downgrade. The company's scale and product concentration limit upward ratings momentum. However, Moody's would consider a higher rating with enhanced product and channel diversification, as well as greater scale. Perry Ellis International designs, distributes and licenses apparel and accessories for men and women. The company, through its wholly owned subsidiaries, owns or licenses a portfolio of brands that includes Perry Ellis(R), JantzenTM, Laundry by Shelli Segal(R), C&C California(R), Original Penguin(R) by Munsingwear(R), Callaway(R), Cubavera(R), Savane(R), Farah(R), GotchaTM, and Nike(R) Swim. Pro forma for the acquisition of Rafaella, Perry's annual revenue is approximately $900 million. PHOENIX REALTY: Case Converted to Chapter 7 Liquidation ------------------------------------------------------- The Arkansas Business reports that the Chapter 11 bankruptcy case of Phoenix Realty & Development LLC has been converted to Chapter 7 liquidation. According to the report, the Office of the U.S. Trustee had concerns about Phoenix Realty's filing because it came just hours after eviction papers were signed by a judge to remove Stephen Walker, the COO of a related Phoenix entity, from a house that belonged to Deltic Timber Corp. of El Dorado "If this bankruptcy proceeding is converted to a Chapter 7, then the appointed Chapter 7 Trustee will have the ability to investigate Phoenix Realty & Development LLC, including causes of action to recover assets to pay creditors," the report quotes Deltic's attorney, Judy Simmons Henry of Little Rock, as stating. Phoenix Realty & Development LLC dba Phoenix Renewable Energy filed for Chapter 11 bankruptcy protection on Oct. 7, 2010, in the U.S. Bankruptcy Court for the Western District of Arkansas (Case No. 10-75276). PORTER PLACE: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Porter Place, LLC 3625 Cumberland Blvd., Suite 400 Atlanta, GA 30339 Bankruptcy Case No.: 11-15573 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Debtor's Counsel: Jimmy D. Parrish, Esq. BAKER & HOSTETLER LLP 200 S Orange Ave #2300 Orlando, FL 32801 Tel: (407) 649-4000 Fax: (407) 841-0168 E-mail: jparrish@bakerlaw.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 nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-15573.pdf The petition was signed by Dennis M. Suarez, member. Q PROPERTIES: Case Summary & 5 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Q Properties, LLC 3110 Sheridan Avenue Miami Beach, FL 33140 Bankruptcy Case No.: 11-15618 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtors' Counsel: Scott Alan Orth, Esq. LAW OFFICES OF SCOTT ALAN ORTH, P.A. 3880 Sheridan St. Hollywood, FL 33021 Tel: (305) 757-3300 Fax: (305) 757-0071 E-mail: orthlaw@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-15618.pdf The petition was signed by Ofer Mizrahi, managing member. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Q2 Properties, LLC 11-12129 01/27/2011 OM Properties Group, Inc. 11-12974 02/03/2011 RALPH DEVITA: Chapter 11 Filing Blocks Online Auction ----------------------------------------------------- Lona O'Connor at The Palm Beach Post reports that Ralph DeVita, owner of Ralph & Rosie's Restaurant and Lounge, filed for Chapter 11 bankruptcy protection. That move caused the cancellation of an online auction of the well-loved restaurant with the signature chickee hut. According to the post, the city put the property for sale at auction to recoup some of the more than $638,000 in code enforcement fines the city says Mr. DeVita owes. Mr. DeVita still maintains that the fines were improper in the first place. RASER TECHNOLOGIES: Plans to Explore Strategic Alternatives ----------------------------------------------------------- Raser Technologies, Inc., announced that in view of its current cash resources, nondiscretionary expenses, debt and near term debt service obligations, it intends to explore all strategic alternatives to maintain its business as a going concern, including, but not limited to, a sale or merger of the Company, or one or more other transactions that may include a comprehensive financial reorganization of the Company. About Raser Technologies Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ) -- http://www.rasertech.com/-- is an environmental energy technology company focused on geothermal power development and technology licensing. Raser's Power Systems segment develops clean, renewable geothermal electric power plants with one operating plant in southern Utah and eight active and early stage projects in four western United States: Utah, New Mexico, Nevada and Oregon, as well as a concession for 100,000 acres in Indonesia. Raser's Transportation and Industrial segment focuses on extended-range plug-in-hybrid vehicle solutions and using Raser's award-winning Symetron(TM) technology to improve the torque density and efficiency of the electric motors and drive systems used in electric and hybrid-electric vehicle powertrains and industrial applications. * * * Hein & Associates LLP, in Denver, Colo., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses, has used significant cash for operating activities since inception, has significant purchase commitments in 2010 and has a lack of sufficient working capital. Raser Technologies did not make the $2.2 million semi-annual interest payment due October 1, 2010, on its 8% Convertible Senior Notes Due 2013. The Company satisfied the semi-annual interest payment obligation after receiving $1.10 million from the Thermo No. 1 plant escrow funds and $1.15 million from a loan with Evergreen Clean Energy, LLC, late in October 2010. The Company's balance sheet at Sept. 30, 2010, showed $57.68 million in total assets, $107.26 million in total liabilities, and a stockholders' deficit of $49.58 million. RITE AID: Regains Compliance With NYSE's Listing Requirement ------------------------------------------------------------ Rite Aid Corporation received notice from the New York Stock Exchange that the company has regained compliance with the exchange's share price listing requirement. Rite Aid regained compliance after its closing share price on Feb. 28, 2011 and its average closing share price for the 30-days of trading ending Feb. 28, 2011 were both above $1.00. The company, which has continued to trade as usual on the NYSE, is now in compliance with all NYSE listing rules. About Rite Aid Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has more than 4,700 stores in 31 states and the District of Columbia and fiscal 2010 annual revenues of $25.7 billion. Rite Aid carries 'Caa2' probability of default and corporate family ratings from Moody's Investors Service. It has a 'B-' corporate credit rating from Standard & Poor's Ratings Services. The Company's balance sheet at Nov. 27, 2010, showed $7.8 billion in total assets, $9.8 billion in total liabilities, and a stockholders' deficit of $2.0 billion. RIO RANCHO: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Rio Rancho Supermall, LLC 25211 Sunnymead Boulevard Moreno Valley, CA 92553 Bankruptcy Case No.: 11-16835 Chapter 11 Petition Date: March 2, 2011 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Catherine E. Bauer Debtor's Counsel: Thomas E. Kent, Esq. 915 Wilshire Boulevard, #2050 Los Angeles, CA 90017 Tel: (213) 380-2828 Fax: (213) 380-2826 E-mail: tkent@leekent.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Eric S. Kim, authorized agent. RIVER ROAD: Och-Ziff Unit Bids $53 Million for Chicago Hotel ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that an affiliate of Och-Ziff Capital Management Group LLC made a fresh bid for the InterContinental Hotel Chicago O'Hare, raising its offer to $53 million as the fight over the company's proposed auction rules continues to linger in an appeals court. About River Road Hotel Partners River Road Hotel Partners, LLC, developed and manage the InterContinental Hotel Chicago O'Hare located in Rosemont, Illinois. Affiliate RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles International Airport. Both are ultimately controlled owned by Harp Group. River Road and its affiliates filed Chapter 11 in Chicago on August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029). Based in Oak Brook, Illinois, River Road estimated assets of as much as $100 million and debt of as much as $500 million in its Chapter 11 petition. River Road disclosed $0 in assets and $14,400,000 in liabilities as of the Chapter 11 filing. Terrence O'Brien & Co. serves as the Debtors' appraiser, and Madigan & Getzendanner as serves as the Debtors' special counsel. RadLAX and its affiliates filed a separate chapter 11 petition (Bankr. N.D. Ill. Case No 09-30047), estimating assets at $50 million to $100 million. David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the River Road and RadLAX debtors. The two cases, however, are not jointly administered. The Official Committee of Unsecured Creditors is represented by Stephen T. Bobo and Ann E. Pille at Reed Smith LLP. RL CARTER: Case Converted to Chapter 7; Operations Halt ------------------------------------------------------- Clarissa Kell-Holland at Land Line Magazine reports that R.L. Carter Trucking Inc. ceased operations, and its Chapter 11 case was converted to Chapter 7 liquidation. According to the report, about 240 drivers for the Company received news March 2 that their company was suspending operations. Some were under loads and were running low on fuel when they received word that as of 3:15 p.m. Wednesday the company was shutting its doors for good. Transportation Alliance Bank, based in Ogden, Utah, received permission from the U.S. Bankruptcy Court in Southern District of Indiana judge and from other creditors to help secure equipment and to aid drivers, Land Line quotes Curtis Sutherland, director of accounts receivable financing operations for TAB, as saying. Based in Clayton, Indiana, R.L. Carter Trucking Inc. filed for Chapter 11 bankruptcy protection on Sept. 24, 2010 (Bankr. S.D. Ind. Case No. 10-14458). Judge Anthony J. Metz III presides over the case. Jeffrey J. Graham, Esq., at Jerald I. Ancel, Esq., at Taft Stettinius & Hollister LLP, represents the Debtor. In its petition, the Debtor estimated both assets and debts of between $1 million and $10 million. ROBB & STUCKY: Court OKs Procedures for Sale of Assets ------------------------------------------------------ The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida has approved Robb & Stukcy Limited LLLP's proposed procedures for the sale of substantially all of the Debtor's assets. The sale price will be determined by a physical inventory of the locations and the SKUs for merchandise located at the Debtor's distribution centers. The Debtor entered into a stalking horse agreement with a joint venture comprised of Hudson Capital Partners, LLC, and HYPERAMS, LLC. The joint venture, as the stalking bidder, will serve as agent for the liquidation of substantially all of the Debtor's assets, subject to higher and better offers received at an auction. A copy of the Stalking Horse Agreement is available for free at: http://bankrupt.com/misc/ROBB& STUCKY_stalking horse pact.pdf The Debtor proposed a payment of a combined expense reimbursement and break-up fee of $475,000 to the Stalking Horse Bidder, in the event that the Stalking Horse Bidder won't be the winning bidder. Bidders will be required to submit good faith deposits with the Debtor by March 4, 2011, at 4:00 p.m. (prevailing Eastern Time). The Good Faith Deposits will be equal to 10% percent of the cash purchase price of the bid, or of the Guaranteed Amount, as the case may be, subject to the Debtor's right to modify the requirement. Good Faith Deposits of all bidders will be held in a separate interest-bearing account for the Debtor's benefit until the Successful Bidder consummates its transaction. If a Successful Bidder fails to consummate an approved sale because of a breach or failure to perform on the part of such Successful Bidder, the Debtor will not have any obligation to return the Good Faith Deposit deposited by the Successful Bidder, and the Good Faith Deposit will irrevocably become property of the Debtor. If for any reason the Successful Bidder(s) fails to consummate the sale transaction(s) or any part thereof, the offeror of the second highest or best bid will automatically be deemed to have submitted the highest or best bid and to the extent the offeror and the Debtor consents, the Debtor and the offeror are authorized to effect a transaction with the offeror(s) as soon as is commercially reasonable. The Sale will commence at the inventoried locations on the first day after entry of approval by the Court, which will be entered no later than March 15, 2011. The Agent will complete the Sale, and will vacate each Inventoried Location's premises in favor of the Debtor or its representative or assignee on or before June 30, 2011. If the Debtor receives another offer, an auction will be conducted on March 7, 2011, at 10:00 a.m. (prevailing Eastern Time). During the auction, the next bid will provide the Debtor incremental value of at least $625,000. Objections to the sale of the Assets must be filed by March 4, 2011, at 4:00 p.m. (prevailing Eastern Time). The sale approval hearing will be held on March 8, 2011, at 1:00 p.m. (prevailing Eastern Time). As soon as practicable after the Debtor ascertains which contracts and leases will be assumed and assigned (if any), but no later than March 5, 2010, the Debtor will file an assignment schedule with the Court and serve the assignment schedule on the non-debtor counterparties to those contracts and leases. Objections to the assumption and assignment of any contract or lease identified on the assignment schedule must be filed with the Court and be actually received by the objection notice parties no later than March 7, 2011. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801). Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. The Debtor estimated its assets and debts at $50 million to $100 million. RPM FINANCIAL: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: RPM Financial, LLC 4805 Sweetwater Road Highland Home, AL 36041 Bankruptcy Case No.: 11-30545 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Diamond Quality Stores, LLC 11-30546 Trailer Sales, Inc. 11-30547 Chapter 11 Petition Date: March 2, 2011 Court: U.S. Bankruptcy Court Middle District of Alabama (Montgomery) Judge: William R. Sawyer Debtors' Counsel: George W. Thomas, Esq. KAUFMAN, GILPIN, MCKENZIE, P.C. P.O. Drawer 4540 Montgomery, AL 36103-4540 Tel: (334) 244-1111 Fax: (334) 244-1969 E-mail: gthomas@kgmlegal.com Estimated Estimated Assets Debts ------ ----- RPM Financial $0 to $50,000 $100,001 to $500,000 Diamond Quality $0 to $50,000 $1 mil. to $10 mil. A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/almb11-30545.pdf The petition was signed by K. Raymond McCullough, manager. RUGGED BEAR: Owner of 3 Malls Object to Liquidation Sales --------------------------------------------------------- Jon Chesto at The Patriot Ledger reports that Rugged Bear is seeking court approval to terminate leases at its 29 stores and hold liquidation sales. A shopping center owner objects to the proposal. W/S Development is concerned that the trappings of the typical going-out-of- business sale would hurt the images of its three shopping centers where Rugged Bear is a tenant. According to the report, the objection that was filed last week expresses concerns about how Rugged Bear's closing would affect Derby Street Shoppes in Hingham, the Chestnut Hill Shopping Center, and The Shoppes at Farmington Valley in Canton, Conn. W/S Development describes all three sites as upscale shopping centers in affluent communities. W/S Development, which is based in Chestnut Hill, argues that Rugged Bear's proposed liquidation guidelines may be interpreted to allow excessive or obnoxious signs. W/S Development also objects to a proposal to allow for exterior About The Rugged Bear Headquartered in Norwood, Massachusetts, The Rugged Bear Company is a chain of retail children's clothing stores New England, New York and New Jersey. It filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011. Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the Debtor's bankruptcy counsel. Consensus Advisers, LLC, is the Debtor's financial advisor. The Debtor estimated its assets and debts at $10 million to $50 million. SECURUS TECHNOLOGIES: Moody's Gives Pos. Outlook; Keeps B3 Rating ----------------------------------------------------------------- Moody's Investors Service has changed the ratings outlook on Securus Technologies, Inc. debt to positive from stable, reflecting the company's recent deleveraging, cash flow improvements and Moody's expectations that these developments should lead a more sustainable capital structure in line with the Company's cash flow generating ability. Following the partial repayment of the $50 million pay-in-kind toggle notes at Securus's parent Securus Holdings, Inc., Moody's expects that adjusted Debt/EBITDA leverage will end the first quarter of 2011 slightly above 5.0x, which is a material reduction from the nearly 6.0x adjusted leverage levels at the end of 2009. However, Moody's remains concerned about the remaining PIK notes in the company's capital structure, which continue to accrete and threaten the deleveraging progress. Furthermore, the current capital structure, albeit improved from the early 2010 time frame, still limits the company's resilience to competitive or economic pressures. As part of the rating action, Moody's affirmed the company's B3 corporate family rating, the B3 probability of default rating and the B1 rating on the company's existing senior secured credit facilities. However, the loss given default assessment was changed to B1 (LGD3-34%) from B1 (LGD3-32%), as the partial repayment of the subordinated PIK toggle notes at the parent level eliminated some of the loss absorption provided to the most senior creditors in the capital structure. Moody's also notes that as more junior debt is repaid, the ratings of the senior secured facilities are likely to converge towards the corporate family rating as those debt instruments represent a greater proportion of total debt. These ratings have been affected: Securus Technologies, Inc. * Corporate Family Rating Affirmed B3 * Probability of Default Rating Affirmed B3 * Outlook -- Changed to Positive from Stable Debt Instruments - * Senior Secured Credit Facility to B1 (LGD3-34%) from B1 (LGD3- 32%) Ratings Rationale Securus's B3 corporate family rating reflects the Company's small scale and narrow business focus relative to other rated telecommunications companies, offset by recent leverage improvements and the Company's multi-year contractual relationships to provide communications services to over --- correctional facilities in the US and Canada. The ratings are also supported by the improvement in the company's operating margins and cash flow metrics over the past few years, given the company's focus on cost containment and lowering bad debt expense. These initiatives were critical in the company's turnaround, as providing communications services to corrections facilities is a low margin business characterized by winning new contracts and renewals through competitive bids, which include high commission payments to prison facilities. As Moody's does not expect the overall corrections facility telecommunications market to grow, and given the continued declines in Securus's wholesale businesses, future free cash flow generation will be greatly dependent on continued EBITDA improvements through cost saving measures. As such, the ongoing accretion of the company's PIK notes threatens the deleveraging trajectory. The rating is also supported by Securus's good liquidity over the next 12 months. Moody's expects the company to end the first quarter of 2011 with about $40 million in cash on the balance sheet, with about $30 million available capacity under its $35 million revolver. Moody's does not anticipate financial covenant compliance issues over the next four quarters. Moody's most recent rating action for Securus was on April 29, 2010, when Moody's upgraded Securus's CFR to B3 from Caa2. Based in Dallas, TX, Securus Technologies, Inc., is one of the largest providers of inmate telecommunication services to correctional facilities, with a presence in 43 states and Canada. The company generated approximately $330 million of revenue for the twelve months ending December 31, 2010. SENSUS USA: Moody's Affirms 'B2' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service affirmed Sensus USA Inc.'s B2 corporate family, B2 probability of default and B3 senior subordinate rating. The Ba2 senior secured ratings of Sensus and its subsidiary, Sensus Metering Systems (Luxco 2) S.a.r.l., were also affirmed. The ratings outlooks for both Sensus and Luxco were changed to negative from positive to reflect the recent restatement of Sensus' financial results which led to a reduction in aggregate operating income of about $34 million in its fiscal 2009 and 2010 (March 31 year end). While the impact of the restatement was non-cash, current Debt/ EBITDA leverage (adjusted by Moody's) has consequently increased to about 6x compared to Moody's prior expectation of under 5x. As a result of the restatement Moody's believe Sensus is unlikely to maintain compliance with one of its bank financial covenants when a scheduled step-down occurs on April 1, 2011. The negative outlook reflects Moody's concern that the company's liquidity is weak, which could drive the ratings lower absent better than expected earnings or obtainment of covenant relief. Sensus' B2 corporate family rating considers its position as a leading global manufacturer of water meters and its good exposure to water meter replacement revenues across various geographies which offers resilience to its results during challenging economic conditions. Sensus' rating is also supported by ongoing deployment of its Advanced Metering Infrastructure solutions and the prospects for additional AMI contract wins as the utility industries (driven primarily by electric utilities) continue the transition to smart meters. Notably, Sensus is one of the current leaders in AMI, having shipped an aggregate of about 8 million endpoints by the end of 2010. Despite this success, the pace at which utilities may award additional AMI contracts is uncertain, leaving us cautious to the extent that AMI will drive Sensus' results through the near term. Key challenges within Sensus' rating include adjusted leverage of about 6x, material weaknesses in internal controls over financial reporting, and Moody's near term concerns over covenant compliance. Moody's expect Sensus' adjusted leverage will remain elevated (close to 5.5x through fiscal 2012) as modest earnings growth is countered by cash consumption related to earn-out payments associated with a previous acquisition. Downward rating action would occur if financial covenant pressures continue unabated. The rating will also be lowered if Sensus' adjusted leverage is sustained above 6x and its free cash flow remained negative through fiscal 2012. While not currently under consideration, the rating could be moved up should the company improve its liquidity profile and sustain adjusted leverage below 5x and free cash flow to debt above 5%. Moody's last rating action was on June 21, 2010, when Moody's affirmed the ratings of Sensus and Luxco and changed the ratings outlook to positive. Headquartered in Raleigh, North Carolina, Sensus USA Inc. is a leading provider of metering and related communication systems to electric, gas and water utilities globally. Revenue for the last twelve months ended December 31, 2010 was approximately $865 million. SERRON INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Serron Investments, Inc. 7318 Topanga Canyon Boulevard, #210 Canoga Park, CA 91303 Bankruptcy Case No.: 11-12566 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Moises S. Bardavid, Esq. LAW OFFICES OF MOSES S. BARDAVID 16133 Ventura Blvd 7th Fl Encino, CA 91436 Tel: (818) 377-7454 Fax: (818) 377-7455 E-mail: mbardavid@hotmail.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 three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-12566.pdf The petition was signed by Oscar Broederlow, secretary. SERVICE CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba2' ------------------------------------------------------------------ Moody's Investors Service upgraded the Corporate Family Rating and Probability of Default Rating of Service Corporation International to Ba2 from Ba3 and assigned a Baa2 its proposed $500 million amended revolving credit facility due 2016. The $500 million revolver due 2016 will replace a $400 million revolver maturing in 2013. Concurrently, Moody's upgraded the senior note ratings to Ba3 from B1 and the speculative grade liquidity rating to SGL-1 from SGL-2. The rating outlook was changed to stable from positive. Moody's assigned these ratings (assessments): -- $500 million senior unsecured revolver (guaranteed) due 2016, Baa2 (LGD 1, 7%) Moody's upgraded these ratings (assessments revised): -- $400 million senior unsecured revolver (guaranteed) due 2013, to Baa2 (LGD 1, 7%) from Baa3 (LGD 1, 6%)- rating to be withdrawn upon closing of refinancing -- $9 million 7.875% senior unsecured debentures due 2013, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $181 million 7.375% senior unsecured notes due 2014, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $157 million 6.75% senior unsecured notes due 2015, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $213 million 6.75% senior unsecured notes due 2016, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $295 million 7.00% senior unsecured notes due 2017, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $250 million 7.625% senior unsecured notes due 2018, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $250 million senior unsecured notes due 2019, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $150 million 8.0% senior unsecured notes due 2021, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- $200 million 7.5% senior unsecured notes due 2027, to Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%) -- Senior unsecured shelf, to (P)Ba3 (LGD 4, 62%) from (P)B1 (LGD 4, 61%) -- Corporate Family Rating, to Ba2 from Ba3 -- Probability of Default Rating, to Ba2 from Ba3 -- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2 Ratings Rationale The upgrade of the CFR to Ba2 reflects a track record of steady financial performance through the recent economic downturn and improved results in fiscal 2010, stable cash flow generation and a demonstrated commitment to conservative financial policies. The upgrade of the Speculative Grade Liquidity Rating to SGL-1 reflects significant free cash flow generation, near complete availability under the upsized revolver and solid cushion under financial covenants. "SCI has expanded its market presence through strategic acquisitions while also investing in its preneed funeral and cemetery operations. Despite pressure from lower funeral volumes, SCI has reduced financial leverage to about 3.7x (reflecting Moody's adjustments) at the end of 2010" says Moody's Senior Vice President Lenny Ajzenman. The Ba2 CFR reflects the company's leading market position in the North American death care services industry, a geographically diverse portfolio of funeral and cemetery properties, solid financial strength metrics that are in line with the rating category and stable cash flows supported by a large backlog of preneed funeral and cemetery contracts. The ratings are constrained by weak near term funeral volume trends, a steady increase in cremation rates, potential volatility in trust performance and the susceptibility of preneed cemetery sales to a difficult economic climate. The stable outlook reflects Moody's expectation of modest revenue and profitability growth in 2011 driven by growth in cemetery revenues and the full year impact of acquisitions. Upward rating momentum could develop if the company demonstrates sustained growth in comparable funeral and cemetery volumes and material improvement in financial strength metrics. Specifically, the ratings could be upgraded if debt to EBITDA and free cash flow to debt are expected to be sustained at about 3.2 times and 15%, respectively. The ratings could be pressured by a significant and sustained weakening of metrics resulting from (i) a sharp drop in cemetery property sales, funeral volumes, average revenue per funeral or trust income; (ii) an increase in litigation exposure; or (iii) an increase in debt to fund a large acquisition, share repurchase or dividend. If Debt to EBITDA and free cash flow to debt are expected to be sustained at over 4.5 times and less than 7%, a downgrade is possible. Service Corporation International is North America's largest provider of deathcare products and services with revenues of about $2.2 billion in the year ended December 31, 2010. At December 31, 2010, the company operated a network of 1,405 funeral service locations and 381 cemeteries across the US, Canada, and Puerto Rico. SIGULER GUFF: Drops Lawsuit Against Former Distressed-Debt Head --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Siguler Guff & Co. has abandoned a lawsuit that accused the former head of its core distressed fund-of-funds business, Maria Boyazny, of stealing proprietary information. STIRLING INT'L: Sotheby's in Chapter 11 to Resolve Leases --------------------------------------------------------- Mary Shanklin at the Orlando Sentinel reports that Stirling Sotheby's International Realty filed for Chapter 11 bankruptcy. It was unfortunate his company has to reorganize but he expected the process to be completed and for Stirling to emerge out of the bankruptcy before the end of the year, Orlando Sentinel quotes Stirling co-founder Roger Soderstrom as stating. According to the report, the firm negotiated some of its leases but financial consultants advised filing for bankruptcy a way to resolve other leases and outstanding financial obligations. Stirling Sotheby's International Realty is a 21-year-old firm with headquarters on International Parkway in Heathrow and downtown Orlando offices in the Plaza. Heathrow, Florida-based Stirling International Realty, Inc., also known as Stirling Sotheby's International Realty, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-02388) in Orlando, Florida on Feb. 24, 2011. The Debtor is represented by: Lawrence M. Kosto, Esq. KOSTO & ROTELLA PA P.O. Box 113 Orlando, FL 32802 Tel: (407) 425-3456 Fax: (407) 423-9002 E-mail: lkosto@kostoandrotella.com In its schedules, the Debtor disclosed $1,188,815 in assets and $6,453,366 in liabilities. STATEWIDE INC: Penguin Windows Plans to Continue Operations ----------------------------------------------------------- Nick Visser at Seattle Times reports that residential window installer Penguin Windows, in Chapter 11 bankruptcy protection, said it intends to contibune business operations. The Company laid off 210 employees beginning in early February but said it hoped to continue running its remaining location, in Vancouver, Washington, where an additional 156 worked. "They plan to continue to operate, increase their sales and strengthen the company from there," Seattle times quotes attorney Shelly Crocker, of Crocker Law Group in Seattle, who is representing Penguin in the bankruptcy, as stating. "They are still installing windows." According to the report, Penguin, which is incorporated as Statewide Inc., has debts of between $1 million and $10 million and assets in the same range, according to preliminary documents filed Friday in federal bankruptcy court in Seattle. With at least 200 creditors, its largest unsecured debt is more than $870,000 owed to Great Lakes Windows of Chicago, a major supplier of windows installed by the company. Mr. Visser notes Ms. Crocker said the lifetime warranty offered on all windows installed by Penguin will still be honored. She said she isn't aware of any active issues with homeowners. Mukilteo, Washington-based Statewide, Inc., doing business as Penguin Windows, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 11-12100) on Feb. 25, 2011, in Seattle. Shelly Crocker, Esq., at Crocker Law Group PLLC, in Seattle, serves as counsel to the Debtor. In its schedules, the Debtor the disclosed assets of and liabilities of $1,000,001 to $10,000,000 as of the Chapter 11 filing. SUNTRUST BANKS: Fitch Affirms 'C' Individual Rating; Outlook Pos. ----------------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating of SunTrust Banks, Inc., and its bank subsidiary, SunTrust Bank at 'BBB+'. The Rating Outlook has been revised to Positive from Stable. The affirmation of STI's ratings reflects that the company's credit and earnings performance have stabilized and have trended positively over the past year. The affirmation also considers that STI's ratings remain underpinned by a healthy liquidity position, good core funding base, and sound capital position. Further, anticipated higher losses in STI's core mortgage and home equity portfolios have not materialized and STI's commercial real estate portfolio continues to perform well to date. The revision of the Rating Outlook to Positive is also reflective of STI's improving trends. As such, should earnings performance continue to strengthen and credit quality recover while the company's other fundamental strengths remain intact, STI's ratings could move higher. However, any further positive rating moves would be predicated upon demonstrated growth and sustainability of core earnings, as the company's recent earnings trends have been driven by reduced credit costs. Additionally, Fitch would expect problem assets to be reduced to more manageable levels and in line with higher rated peers. Despite improving credit trends and that the higher risk elements of the loan book have declined considerably, namely the company's non-core residential mortgage and home equity portfolios, as well as its residential construction portfolio, Fitch remains cautious that these trends could reverse themselves, based on Fitch's concern about the persistent economic weakness in STI's primary markets of Florida and Georgia. Further, problem loans remain elevated and still represent a potential source of meaningful credit losses. That said, it is worth noting that the level of problem assets are comprised of a significant amount of troubled debt restructurings. The increasing level of accruing TDRs, which Fitch considers a non-performing asset, has offset the decline in non-performing loans. STI's accruing TDRs represent a particularly high percentage of its non-performing assets (35%) versus its peers. Excluding accruing TDRs, the level of STI's problem assets is more in line with peers. Furthermore, almost the entire book of accruing TDRs is mortgage related loans and the performance of STI's TDRs in terms of delinquency and re-default rates appear to exceed typical industry norms. Separately, Fitch would expect STI to repay its preferred stock issued as part of the U.S. Treasury's Capital Purchase Program; otherwise known as TARP, shortly following the completion of the Federal Reserve Board's capital review. Fitch expects the company to raise some level of common equity and issue a certain amount of debt in concert with the repayment of the TARP funds. Fitch views the raising of additional common equity as prudent and necessary to maintain a sound capital position, as well as to improve the quality of its capital structure. Further, Fitch would expect STI to maintain a conservative posture toward capital following a repayment of TARP. Should STI unexpectedly become a more aggressive capital manager, the company's ratings would be subject to downward ratings pressure. SunTrust Banks, Inc., headquartered in Atlanta, GA, is among the largest banking companies in the U.S. with approximately $175 billion in assets and 1,700 branches. The company's footprint is focused in the southeastern and mid-Atlantic regions of the U.S. The company has balanced consumer and commercial banking franchise, as well as a national mortgage banking franchise and a sizeable wealth and investment management business. Fitch affirms these ratings with a Positive Rating Outlook: SunTrust Banks, Inc. -- Long-term Issuer Default Rating at 'BBB+'; -- Short-term IDR at 'F2'; -- Senior debt at 'BBB+'; -- Subordinated debt at 'BBB'; -- Preferred stock at 'BBB-'; -- Short-term debt at 'F2'; -- Long-term debt guaranteed by FDIC under TLGP at 'AAA'; -- Short-term debt guaranteed by FDIC under TLGP at 'F1+'; -- Individual at 'C'; -- Support at '5'; -- Support floor at 'NF'. SunTrust Bank -- Long-term IDR at 'BBB+'; -- Short-term IDR at 'F2'; -- Long-term debt guaranteed by FDIC under TLGP at 'AAA'; -- Short-term debt guaranteed by FDIC under TLGP at 'F1+'; -- Long-term deposits at 'A-'; -- Long-term deposits at 'A-emr'; -- Short-term deposits at 'F2'; -- Short-term deposits at 'F2emr'; -- Senior debt at 'BBB+'; -- Senior debt at 'BBB+emr'; -- Subordinated debt at 'BBB'; -- Short-term debt at 'F2'; -- Individual at 'C'. SunTrust Capital I SunTrust Capital III SunTrust Capital VIII SunTrust Capital IX -- Preferred stock at 'BBB-'. SunTrust Preferred Capital I -- Preferred stock at 'BBB-'. National Commerce Capital Trust I -- Preferred stock at 'BBB-'. Fitch maintains the Rating Watch Negative for these ratings: SunTrust Bank -- Support at '3'; -- Support floor at 'BB-'. SURF CITY: To Sell Remaining Slips While in Chapter 11 ------------------------------------------------------ Surf City Investments LLC, developer of the Beach House Marina in Surf City, North Carolina, is in Chapter 11 protection. StarNews Online reports the bankruptcy filing is "focused on the slips for sale and not on the current slip owners and their boat condominium owners association." The report relates that the company expects to complete its restructuring and emerge from Chapter 11 in early to mid-2014. The report, citing court documents, says the Company owes Wells Fargo Bank $4.33 million on the 7.7 acres. The tax value of that property is put at $6.04 million. The Company also owns an oceanfront motel, which it has listed for sale at $999,000. Surf City Investments, formerly doing business as Yow Motel Investments, LLC, Beach House Marina, LLC, and Surf City Investments, Inc., filed a Chapter 11 petition (Bankr. E.D. N.C. Case No. 11-01398) on Feb. 24, 2011. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina, represents the Debtor. In its schedules, the Debtor disclosed $6,538,556 in assets and $6,687,803 in liabilities. T3 MOTION: Granted $2.50 Million Promissory Note ------------------------------------------------ On Feb. 24, 2011, T3 Motion, Inc., granted a 10% promissory note of up to $2,500,000 that matures on March 31, 2012. The Company has the option to extend the payment obligation for a one-year period until March 31, 2013. The note may be prepaid at any time. All principal and unpaid interest would be due on the maturity date. As of Feb. 24, 2011, the principal amount outstanding under the Note was $1,391,000 and the amount of unpaid and accrued interest was $45,375. The principal amount reflects advances made to the Company by Ki Nam in 2010 and 2011. The securities were offered and sold to the Company's Chief Executive Officer and is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. The Company's balance sheet as of Sept. 30, 2010, showed $3.81 million in total assets, $16.56 million in total liabilities, and a stockholders' deficit of $12.75 million. At Sept. 30, 2010, the Company has an accumulated deficit of $40.41 million, a working capital deficit of $14.32 million and a cash balance of $40,966. KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred significant operating losses and had negative cash flows from operations since inception and at December 31, 2009, has a working capital deficit of $11.01 million and an accumulated deficit of $33.06 million. TAYLOR BEAN: Former Chairman Drops Deutsche Bank Subpoena --------------------------------------------------------- Bankruptcy Law360 reports that a former Taylor Bean & Whitaker Mortgage Corp. executive charged in Virginia federal court with orchestrating a $2 billion fraud withdrew a subpoena Tuesday seeking documents from Deutsche Bank Securities, though he is still pursuing records from Troutman Sanders LLP. According to Law360, Judge Leonie M. Brinkema of the U.S. District Court for the Eastern District of Virginia quashed the subpoena at the request of the former TBW Chairman Lee Bentley Farkas. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. 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 sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on August 24, 2009. Taylor Bean filed the Chapter 11 petition 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 estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. TH BROADWAY: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: TH Broadway, LLC 5190 Neil Road, Suite 430 Reno, NV 89502 Bankruptcy Case No.: 11-50633 Chapter 11 Petition Date: March 2, 2011 Court: U.S. Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: William M. O'Mara, Esq. THE O'MARA LAW FIRM, P.C. P.O. Box 2270 311 E. Liberty Street Reno, NV 89505 Tel: (775) 323-1321 Fax: (775) 323 4082 E-mail: omara9@aol.com Scheduled Assets: $3,255,677 Scheduled Debts: $2,833,761 The petition was signed by Sovanna S. Nadler, president. The list of unsecured creditors filed together with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank Credit Card $2,500 P.O. Box 790408 Saint Louis, MO 63179 TH PROPERTIES: U.S. Trustee Tosses Out Chapter 7 Conversion Plea ---------------------------------------------------------------- Crissa Shoemaker DeBree at phillyBurbs.com reports that the U.S. Trustee overseeing T.H. Properties' bankruptcy has withdrawn its motion to convert the homebuilder's case to Chapter 7, which would liquidate the company's assets. No explanation was given in the documents filed in U.S. Bankruptcy Court in Philadelphia. According to the report, the U.S. Trustee argued that THP hadn't filed reports about its finances for November, December or January, as required by bankruptcy law. The reports that had been filed weren't signed, which is required. The U.S. Trustee also said the Lower Salford company hasn't paid required fees. phillyBurbs.com also reports that in other developments, THP has filed suit against Richland Township and Wilmington Trust, seeking the return of more than $130,000 remaining in escrow funds related to the builder's now-completed Brayton Gardens subdivision. And a state judge has sided with Hatfield Township and upheld an earlier decision allowing the township to use proceeds of a surety bond to repair roads and make other improvements in the Westport Farm development, which has since been abandoned. THP's insurance company had fought the decision. About T.H. Properties Philadelphia-based T.H. Properties, L.P., has 12 working developments in Pennsylvania and New Jersey. Timothy Hendricks and his brother Todd started the firm in 1992. T.H. Properties and its affiliates filed for Chapter 11 bankruptcy protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201). Northgate Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was among the affiliates that filed. Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the Debtors in their restructuring efforts. T.H. Properties estimated assets between $100 million and $500 million, and debts between $10 million and $50 million in its Chapter 11 petition. A creditors' committee has been appointed in the Debtors' chapter 11 proceedings. Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case No. 10-17863) filed for Chapter 11 protection on September 14, 2010. It estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. THOMPSON PUBLISHING: Plan Gives 20% Recovery to Unsecureds ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Thompson Publishing Holding Co. filed a proposed liquidating Chapter 11 plan on March 1. The accompanying disclosure statement tells unsecured creditors with an estimated $500,000 in claims that they should recover about 20%. Secured lenders agreed to waive their deficiency claims. Second-lien lenders are to receive nothing under the Plan. The hearing for approval of the disclosure statement is set for March 29. According to Mr. Rochelle, the disclosure statement says that the $100,000 set aside for unsecured creditors from the sale of most of the Debtor's assets is intact. In total, the Debtor has $1.13 million in cash, including $750,000 earmarked to pay final expenses of the Chapter 11 case. About Thompson Publishing Based in Washington, legal publisher Thompson Publishing had 300 products and 70,000 subscribers, producing an estimated $49 million in revenue in 2010. Thompson also arranged conferences and employee-training events. Avista Capital Partners bought a 50% stake in Thompson for $130 million in 2006. Thompson Publishing Holding Co. Inc. and six affiliates sought chapter 11 protection (Bankr. D. Del. Case No. 10-13070) on Sept. 21, 2010. Thompson disclosed approximately $20 million in assets and about $166 million in liabilities as of the Petition Date. John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate, Hall & Stewart LLP in Boston, Mass., and Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, LLP, serve as the Debtors' bankruptcy counsel. Mark Chesen and Michael Gorman at SSG Capital Advisors LLC in Conshohocken, Pa., act as the Debtors' financial advisors. Thompson was authorized in November to sell the business to the first-lien lenders in exchange for $42 million in secured debt. In the process, $100,000 was set aside for unsecured creditors. Thompson changed its name to TPH Seller Inc. following the sale. TMST INC: Moody's Withdraws 'C' Rating to Senior Unsec. Debt ------------------------------------------------------------ Moody's Investors Service has withdrawn the rating of TMST, Inc. This rating was withdrawn: -- TMST, Inc. - Senior unsecured debt at C. Ratings Rationale The credit rating has been withdrawn because Moody's Investors Service believes it has insufficient or otherwise inadequate information to support the maintenance of the credit rating. The C rating reflected the potential for above-average loss severity on TMST's debt as the REIT is in Chapter 11 and in an orderly sale and liquidation of its remaining assets. Once these sales and liquidations are completed, the company will discontinue operations. Moody's last rating action on TMST, Inc. was on April 3, 2009, when the ratings on the senior unsecured debt were downgraded to C from Ca. This action concluded Moody's review. TMST, Inc's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, like i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of TMST's core industry and the company's ratings are believed to be comparable to those of other issuers of similar credit risk. TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 70.49 cents-on-the- dollar during the week ended Friday, March 4, 2011, a drop of 2.37 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2014. Moody's has withdrawn its rating on the bank debt. The loan is one of the biggest gainers and losers among 193 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. 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 December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. 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: Announces Restructuring Support Agreement ------------------------------------------------------- BankruptcyData.com reports that Trico Marine Services announced that its subsidiaries Trico Supply and Trico Shipping have launched an offer to implement a financial restructuring plan pursuant to an amended restructuring support agreement with a group of noteholders who together hold approximately 83% of the aggregate principal amount of Trico Shipping's outstanding 11-7/8% senior secured notes due 2014. Pursuant to the RSA, Trico Shipping has launched an out-of-court exchange offer to noteholders to exchange their Notes for a pro rata share, together with the lenders under Trico Shipping's working capital facility, of 95% of the common stock of DeepOcean Group Holding AS, a to-be-formed Norwegian company that would be the holding company of the Trico Supply Group. According to the report, the Exchange Offer is subject to, among other things, the condition that at least 99% of the outstanding Notes validly tender and not withdraw their Notes and the receipt of consent from Trico Shipping's secured working capital credit facility lenders. The Exchange Offer is also accompanied by a consent solicitation to noteholders to amend the indenture by eliminating or modifying certain restrictive covenants and other provisions. In connection with the restructuring, the U.S. Bankruptcy Court with jurisdiction over the Trico Marine bankruptcy cases has approved a settlement that compromises the intercompany claims and equity interests held by Trico Marine and certain subsidiaries in the Company in exchange for 5% of the New Common Stock and warrants to acquire an additional 10% of the New Common Stock, which the Company expects would ultimately be distributed to certain creditors of Trico Marine. The restructuring also would provide a new $100 million first priority senior secured credit facility that would be used to refinance some existing debt and fund working capital borrowings. Upon successful consummation of the Exchange Offer and related transactions, the Company would reduce its estimated total debt outstanding to approximately $75 million. As an alternative to the Exchange Offer, the Company agreed in the RSA to solicit acceptances from its noteholders of a prepackaged plan of reorganization. In the event certain conditions to the Exchange Offer are not satisfied, and if a sufficient number of holders and amount of Notes vote to accept the Prepackaged Plan, the Company intends to file petitions under chapter 11 of the U.S. Bankruptcy Code and pursue an in-court restructuring. In the event the Company files a Prepackaged Plan, the Company expects to fund its working capital requirements with a debtor-in- possession financing facility provided by the Supporting Noteholders that would be adequate to cover administrative costs as well as payments to vendors during the pendency of the chapter 11 proceedings. Under the proposed restructuring, the Company intends to continue serving customers in the normal course. Additionally, it intends to continue to pay in full all vendors and suppliers under normal terms in the ordinary course of business. Pursuant to the RSA, the Supporting Noteholders have agreed to, among other things, (1) support and use commercially reasonable efforts to complete the financial restructuring, including by tendering their Notes into the Exchange Offer, delivering their consents in a related consent solicitation and voting in favor of the Prepackaged Plan; and (2) not exercise remedies or direct the trustee to exercise remedies under the indenture governing the Notes for any default or event of default that has occurred or may occur. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. ULTIMATE ESCAPES: Court Approves Sale of Belize Assets to Friedman ------------------------------------------------------------------ BankruptcyData.com reports that the U.S. Bankruptcy Court approved Ultimate Escapes' motion seeking to sell its Belizean Dreams, Villa #10, Hopkins Village Commerce Bight Area, Stann Creek District, Belize assets for $450,000 to Karen Friedman. About Ultimate Escapes Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a luxury destination club that sells club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D. Del. Case No. 10-12915). Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation); P & J Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in their restructuring efforts. CRG Partners Group LLC is the Debtors' chief restructuring officer. BMC Group Inc. is the Company's claims and notice agent. Attorneys at Polsinelli Shughart PC, and Gordon & Rees LLP, represent the Creditors Committee. Ultimate Escapes estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. UNISYS CORP: Closes Sale of $2.25MM Shares of Preferred Stock ------------------------------------------------------------- Unisys Corporation announced that it has closed its previously announced offering of 2,250,000 shares of its 6.25% Mandatory Convertible Preferred Stock, Series A, at an initial liquidation preference of $100 per share. In connection with the closing, the underwriters exercised their over-allotment option and purchased 337,500 additional shares of Mandatory Convertible Preferred Stock. With the exercise of the over-allotment option, a total of 2,587,500 shares of Mandatory Convertible Preferred Stock were issued in the offering. The offering was made under the company's existing shelf registration statement filed with the Securities and Exchange Commission. The company also announced that it is using the net proceeds from the offering to redeem an aggregate of $124.7 million of the company's 12 3/4% Senior Secured Notes due 2014 and an aggregate of $86.3 million of the company's 14 1/4% Senior Secured Notes due 2015. The 12 3/4% Senior Secured Notes due 2014 will be redeemed at a redemption price of 112.75% of their principal amount plus accrued and unpaid interest to the redemption date and the 14 1/4% Senior Secured Notes due 2015 will be redeemed at a redemption price of 114.25% of their principal amount plus accrued and unpaid interest to the redemption date. The company expects to complete the redemptions on March 30, 2011 and expects to record a related one-time pre-tax charge in the amount of approximately $32 million in the first quarter of 2011. As also previously announced, the company has commenced a cash tender offer in respect of the 12 3/4% Senior Secured Notes due 2014 and the 14 1/4% Senior Secured Notes due 2015, for a maximum aggregate consideration, excluding accrued and unpaid interest, not to exceed $220,000,000. The tender offer is scheduled to expire on April 8, 2011, unless extended by the company. If the tender offer is fully subscribed, the company expects to record a related one-time pre-tax charge of up to approximately $46 million in the second quarter of 2011. Assuming the tender offer is fully subscribed, the company expects that the aggregate principal amount of its debt will be reduced by approximately $390 million and that annualized interest savings will be in the range of approximately $51-$54 million after completion of the redemptions and tender offer. The annualized dividend on the Mandatory Convertible Preferred Stock will be approximately $16 million until the mandatory conversion date of March 1, 2014. Goldman, Sachs & Co. and Citi acted as joint book-running managers for the offering of the Mandatory Convertible Preferred Stock. RBS acted as co-manager for the offering. About Unisys Corp. Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. The Company's balance sheet at Dec. 31, 2010, showed $3.02 billion in total assets, $3.95 billion in total liabilities and a $933.80 million stockholders' deficit. As reported by the Troubled Company Reporter on Feb. 24, 2011, Moody's Investors Service has affirmed Unisys' B1 corporate family rating and all other ratings, and also changed the rating outlook to positive from stable. This outlook change follows the announcement by Unisys of plans to issue mandatory convertible preferred stock, redeem secured notes, and tender for additional bonds which Moody' estimates will reduce secured debt by up to $390 million. Upon completion of the transactions, the loss given default assessments will be revised based on the remaining debt balances. UTSTARCOM INC: Employment Agreement with CEO Jack Lu Approved ------------------------------------------------------------- On Feb. 24, 2011, the board of directors of UTStarcom, Inc. approved the Company entering into an employment agreement governed under the laws of the People's Republic of China with Jack Lu, the Company's Chief Executive Officer. The terms of the Agreement will be consistent with the laws and regulations of the PRC and Mr. Lu's current employment arrangements as set forth in the offer letter from the Company to Mr. Lu dated Feb. 1, 2010, as amended on Feb. 22, 2010. The final terms of the Agreement have not been determined. However, as required under the laws of the PRC, Mr. Lu's employment under the Agreement will be for a term, which is expected to be for three years from the effective date of the Agreement. In addition, under the laws of the PRC, termination of Mr. Lu's employment under the Agreement, other than pursuant to legal circumstances specified in the PRC employment contract laws, will require Mr. Lu's consent. After entering into the Agreement, Mr. Lu will be entitled to certain statutory benefits granted to employees under the laws and regulations of the PRC, such as receipt of local health, disability, and unemployment insurance, a statutory housing allowance and participation in the statutory pension program, that together have an approximate annual value of US$9,600. Additionally, the Board approved the Company amending the involuntary termination severance agreement previously entered into between the Company and Mr. Lu. Under the Amendment, if Mr. Lu's employment is terminated as a result of a "good reason" or an "involuntary termination" during the term of the Severance Agreement, then Mr. Lu will receive, among other severance benefits, 100% of 12 months of his base salary. Under the original terms of the Severance Agreement, Mr. Lu would have received 70% of 12 months of his base salary if his employment were terminated as a result of a "good reason" or an "involuntary termination" and another 30% of Mr. Lu's 12 month base salary would have been paid as consideration for a non-competition agreement. Entering into the Agreement and the Amendment will be contingent upon Mr. Lu agreeing that payment of the severance benefits under the Severance Agreement as amended will satisfy the Company's obligations to Mr. Lu under PRC law and the Agreement such that he would not be eligible to receive the severance benefits otherwise provided for under PRC employment agreement laws. The Board also approved the Company providing Mr. Lu with the applicable executive benefits offered to non-Chinese executives working in the PRC. The benefits authorized to be provided to Mr. Lu are: * A monthly housing allowance of US$4,000; * Reimbursement of dependent tuition (for up to two dependents), up to a maximum of US$30,000 per year; * Reimbursement for financial planning services, up to US$5,000 per year; * International health insurance and life insurance (or the cash value thereof), with a value of approximately US$13,400 per year; and * Participation in the Training/Education Assistance Program, up to US$3,000 per year. About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. The Company's balance sheet at Sept. 30, 2010, showed $810.98 million in total assets, $557.68 million in total liabilities, and stockholders' equity of $253.31 million. * * * In its Form 10-K, the Company noted that it has recorded operating losses in 19 of the 20 consecutive quarters in the period ended December 31, 2009. At December 31, 2009, the Company had an accumulated deficit of $1.067 billion. While operating results are expected to improve in 2010 compared with prior years, management expects the Company to continue to incur losses in 2010. VALLEJO, CA: Retirees Suggest Giving Up Fire Station to Bank ------------------------------------------------------------ Jessica A. York at the Vallejo Times Herald reports that retirees are suggesting that rather than short-changing them, the city could allow a bank takeover of city structures like a fire station or the naval museum to help bolster the shrinking pot of money left from bankruptcy. According to the report, the suggestion was triggered by concern that the retirees could receive as little as one-eighth the percentage of repayment that the city proposes to pay its largest creditors. The Vallejo Times Herald relates that a federal judge will weigh in on how well the city's attorneys summarize Vallejo's bankruptcy exit strategy, so that more than a thousand claiming damages from the city can vote on that strategy. Among those claimants are retired city employees unhappy with proposed cuts to their health care coverage. They argued in a court filing last month that the city's summary should be rejected because it's incomplete. The filing also levels conflict of interest charges at the city's bankruptcy law firm and at Mayor Osby Davis for previous legal work that each has done for the city, notes Ms. York. Both Davis and attorney Marc Levinson, of Orrick, Herrington and Sutcliffe, have dismissed the allegations in separate interviews and in briefs filed in bankruptcy court. Vallejo Times Herald says attorney Dale Ginter, representing a committee of the Vallejo retirees, said that he was neither surprised nor unsurprised that his was the only protest to the city's exit strategy explanation. "This is not the last fight by any means," Mr. Ginter said. Vallejo Times Herald adds among the retirees' main areas of scrutiny is how different creditors are treated comparatively. The city filing notes that retirees and current employees may receive only 5-20% of what they are requesting, compared to the city's largest creditor, Union Bank, expected to receive 40 percent of its dues. Instead of giving top priority to Union Bank -- owed some $45 million -- the retirees' suggests the city should default on some capital improvement bonds known as "certificates of participation" or "COPs." Such an action could sacrifice sites like the city's downtown museum and fire station 27 on Ascot Parkway. Vallejo Times Herald notes Monday's hearing in U.S. Bankruptcy Court in Sacramento is set for 1:30 p.m. About City of Vallejo Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano County, California in the United States. As of the 2000 census, the city had a total population of 116,760. It is located in the San Francisco Bay Area on the northern shore of San Pablo Bay. It was named for General Mariano Guadalupe Vallejo. Vallejo filed for protection under Chapter 9 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, after it was unable to persuade labor unions to accept salary concessions as the recession began cutting into local government tax collections nationwide. Marc A. Levinson, Esq., and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in Sacramento, California, represent the City. The city estimated $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. According to Vallejo's comprehensive annual report for the year ended June 30, 2007, the city has $983 million in assets and $358 million in debts. VERENIUM CORP: C. Riva to Retire, J. Levine to be Promoted to CEO ----------------------------------------------------------------- Verenium Corporation announced a series of changes within its senior management team. Effective March 31: * Carlos Riva, currently director, president and chief executive officer, will be retiring from his position at the Company. He will continue to be available to the Company as a consultant for a period of time. * James Levine, currently executive vice president and chief financial officer, will be promoted to President and Chief Executive Officer, succeeding Carlos Riva. He will also be elected to the Company's Board of Directors. * Jeffrey Black, currently senior vice president and chief accounting officer, will be promoted to Chief Financial Officer. He will continue to report to Levine. * Janet Roemer will continue as Chief Operating Officer and will report to Levine. "This is an exciting time for Verenium and I am very pleased to have the opportunity to continue to partner with Janet, Jeff and the rest of our team as we focus on realizing Verenium's vision of building the next leading industrial enzymes company," said James Levine, President and Chief Executive Officer Designate of Verenium. "On behalf of the Company and our Board of Directors, I'd also like to recognize the many contributions Carlos made in his time here and wish him well with his future plans." About Verenium Corporation Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) -- http://www.verenium.com/-- is a pioneer in the development and commercialization of high-performance enzymes for use in industrial processes. Verenium currently sells enzymes developed using its R&D capabilities to industrial customers globally for use in markets including biofuels, animal health and oil seed processing The Company's balance sheet at Sept. 30, 2010, showed $113.12 million in total assets, $107.49 million in total liabilities, and stockholders' equity of $5.63 million. As reported in the Troubled Company Reporter on March 19, 2010, Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring operating losses and accumulated deficit of $630.0 million at December 31, 2009. VERENIUM CORP: Incurs $3.30 Million Net Loss in Fourth Quarter -------------------------------------------------------------- Verenium Corporation reported a summary of recent Company highlights and financial results for the fourth quarter and year ended Dec. 31, 2010. The Company reported a net loss attributed to Verenium of $3.30 million on $13.59 million of revenue for the three months ended Dec. 31, 2010, compared with a net loss of $2.95 million on $13.35 million of total revenue for the same period a year ago. The Company also reported net income attributed to Verenium of $19.93 million on $52.07 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss attributed to Verenium of $21.89 million on $48.81 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $111.75 million in total assets, $108.58 million in total liabilities and $3.17 million in stockholders' equity. "2010 was a year of significant progress for Verenium. Even as we completed the complex process of refocusing on our core enzymes business, we were able to achieve or exceed our growth targets for the business," said James E. Levine, President and Chief Executive Officer Designate of Verenium. "Based on the solid performance of our commercial products as well as the interest we've had from potential partners for our pipeline products, I am very enthusiastic about the many opportunities ahead. I expect 2011 will be an important year for Verenium in which we will focus on achieving our corporate goals which we believe will continue to position Verenium as a leading industrial enzymes company." A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?7466 About Verenium Corporation Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) -- http://www.verenium.com/-- is a pioneer in the development and commercialization of high-performance enzymes for use in industrial processes. Verenium currently sells enzymes developed using its R&D capabilities to industrial customers globally for use in markets including biofuels, animal health and oil seed processing As reported in the Troubled Company Reporter on March 19, 2010, Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring operating losses and accumulated deficit of $630.0 million at December 31, 2009 VILLAGE PLAZA: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Village Plaza Partnership, LLC 8797 North Stone Farm Road Edgerton, WI 53534 Bankruptcy Case No.: 11-11234 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court Western District of Wisconsin (Madison) Judge: Robert D. Martin Debtor's Counsel: Timothy J. Peyton, Esq. KEPLER & PEYTON Suite 202, 634 West Main Street Madison, WI 53703 Tel: (608) 257-5424 E-mail: tim@keplerpeyton.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wiwb11-11234.pdf The petition was signed by Bradley J. Goodrich, managing member of Esquire Management, LLC VITESSE SEMICONDUCTOR: Common Shares Trade on NASDAQ Global ----------------------------------------------------------- Vitesse Semiconductor Corporation announced that its common shares have been approved for listing on the NASDAQ Global Market. The common stock were expected to commence trading on NASDAQ on March 2, 2011 under the symbol "VTSS." Prior to that, its shares were quoted on Pink Sheets under the symbol "VTSS.PK." About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. The Company reported a net loss of $7.73 million on $37.45 million of net revenue for the three months ended Dec. 31, 2010, compared with a net loss of $33.86 million on $41.65 million of net revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2010 showed $87.98 million in total assets, $116.23 million in total liabilities and $28.25 million in total stockholders' deficit. VITRO SAB: Incurs US$58-Mil Consolidated Net Loss for 4Q 2010 ------------------------------------------------------------- Vitro, S.A.B. de C.V. has incurred a consolidated net loss of US$58 million for the fourth quarter 2010 from a net gain of US$41 million during the same period last year. This variation is principally explained by the US$51 million expense in total financing result compared with an expense of US$20 million in the fourth quarter 2009, mainly derived from a noncash foreign exchange income related to a 1.2 percent peso appreciation compared to a non-cash foreign exchange income related to a 3.3 percent peso appreciation in the fourth quarter 2009. In addition, the variation is due to a US$20 million other expenses during the quarter, related to the accelerated amortization of fees associated with previous issued debt vs. other income of US$7 million for the same period last year mostly as a result of a gain related to asset sales. Sales for the quarter increased 20.3% YoY to US$255 million from US$212 million in the fourth quarter 2010. Domestic sales increased 16% in part as a result of the peso appreciation coupled with higher volumes across all segments, with the exception of food, and stronger product mix in the soft drinks and wine and liquor segments. Export sales increased 24.9% YoY due to higher volumes in every segment, despite a lower price mix in all segments. Sales from Glass Containers' foreign subsidiaries increased to US$5 million from US$2 million on a YoY basis. A full text copy of the company's fourth quarter 2010 release is available free at: http://ResearchArchives.com/t/s?7438 About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and is now seeking to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. The offer was to expire December 7, 2010. Noteholders who oppose the exchange, namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. -- which hold US$75 million, or approximately 6% of the outstanding bond debt -- commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other affiliates on November 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation Counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). Vitro SAB on December 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, thereby commencing its voluntary concurso mercantil proceedings. Vitro SAB believes that, as a result of the implementation of the Concurso Plan through the Mexican Proceeding, the holders of the Restructured Debt will recover 68% to 75% of the face value of their respective claims. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on December 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Alejandro Francisco Sanchez-Mujica, as foreign representative of Vitro, has asked the U.S. Bankruptcy Court to enter an order recognizing the Mexican Proceeding as "foreign main proceeding" pursuant to 11 U.S.C. Sections 1515 and 1517. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. VITRO SAB: Judge Sets March 31 Hearing, Urges Agreement ------------------------------------------------------- Thomas Black at Bloomberg News reports that Vitro, S.A.B. de C.V. said a Mexican judge set a bankruptcy hearing for March 31 and "energetically suggested" that the company and creditors reach an agreement outside of court. A conference was held with the judge on Feb. 24, 2011, according to Bloomberg. Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and is now seeking to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. The offer was to expire December 7, 2010. Noteholders who oppose the exchange, namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. -- which hold US$75 million, or approximately 6% of the outstanding bond debt -- commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other affiliates on November 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation Counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). Vitro SAB on December 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, thereby commencing its voluntary concurso mercantil proceedings. Vitro SAB believes that, as a result of the implementation of the Concurso Plan through the Mexican Proceeding, the holders of the Restructured Debt will recover 68% to 75% of the face value of their respective claims. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on December 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Alejandro Francisco Sanchez-Mujica, as foreign representative of Vitro, has asked the U.S. Bankruptcy Court to enter an order recognizing the Mexican Proceeding as "foreign main proceeding" pursuant to 11 U.S.C. Sections 1515 and 1517. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. WAGNER DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Wagner Distributing Company dba Wagner Furniture dba Wagner Casual Dining, Inc. 3400 South Broadway Englewood, CO 80113 Bankruptcy Case No.: 11-14054 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Arthur Lindquist-Kleissler, Esq. LINDQUIST-KLEISSLER & COMPANY 950 S. Cherry St., Suite 710 Denver, CO 80246 Tel: (303) 691-9774 E-mail: Arthuralklaw@gmail.com Scheduled Assets: $899,000 Scheduled Debts: $1,344,994 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob11-14054.pdf The petition was signed by Gary Alan Oxman, president. WAIWAI NUI: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Waiwai Nui Haena, LLC P.O. Box 1036 Hanalei, HI 96714 Bankruptcy Case No.: 11-00534 Chapter 11 Petition Date: March 1, 2011 Court: United States Bankruptcy Court District of Hawaii (Honolulu) Judge: Robert J. Faris Debtor's Counsel: Harrison P. Chung, Esq. LAW OFFICE OF HARRISON P. CHUNG INC. P.O. Box 26058 Honolulu, HI 96825-6058 Tel: (808) 523-3311 Fax: (808) 531-1339 E-mail: hpchawaii@msn.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 two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/hib11-00534.pdf The petition was signed by Nicky A. Michaels, manager and member. WARNER CHILCOTT: Moody's Assigns 'Ba3' Rating to Senior Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the new senior secured credit facilities of Warner Chilcott Company, LLC, Warner Chilcott Corporation, and WC Luxco S.� r.l., collectively referred to as "Warner Chilcott." At the same time, Moody's affirmed Warner Chilcott's existing B1 Corporate Family Rating, B1 Probability of Default Rating and SGL-1 Speculative Grade Liquidity Rating. The rating outlook remains stable. Proceeds of the credit facilities are expected to be used to repay existing term loan credit facilities maturing in 2014 through 2016. Ratings Rationale Warner Chilcott's B1 Corporate Family Rating primarily reflects the company's good cash flow and recent deleveraging following the September 2010 special shareholder dividend of $2.1 billion. Pro forma leverage improves to 3.0x following debt repayment after year-end 2010, and reflecting the refinancing transaction. The B1 rating also reflects good progress to date of product life cycle management, including the very recent product launches of Atelvia and Lo Loestrin FE. Despite these strengths, the B1 rating reflects high product concentration in Actonel, Asacol and Loestrin 24, and the expected availability of generic competition for these products over the next 3-4 years. For these reasons, a successful Atelvia launch, further conversion to Asacol HD, and additional life cycle management will be critical. The B1 rating also reflects a propensity for aggressive financial policies including the $2.9 billion acquisition of the PGP pharmaceutical business in 2009 and the 2010 special dividend. The rating outlook is currently stable. Debt/EBITDA sustained below 3.0x combined with an improved business risk profile could result in a rating upgrade. Factors that could lead to an improved business risk profile include: (1) success in the Atelvia launch; (2) reduced uncertainty regarding Asacol generics; and (3) reduced product concentration risk. Conversely, the rating could be downgraded if financial policies result in Debt/EBITDA sustained above 4.5x. Ratings assigned: Warner Chilcott Corporation, Warner Chilcott Company, LLC and WC Luxco S.� r.l. (Borrowers): -- Ba3 (LGD3, 34%) sr. secured revolving credit facility of $250 million due 2016 -- Ba3 (LGD3, 34%) sr. secured Term Loan A of $750 million due 2016 -- Ba3 (LGD3, 34%) sr. secured Term Loan B of $2.25 billion due 2018 Ratings affirmed: Warner Chilcott Company LLC: -- B1 Corporate Family Rating -- B1 Probability of Default Rating -- SGL-1 Speculative Grade Liquidity Rating Rating affirmed with LGD point estimate revision: Warner Chilcott Corporation: -- B3 (LGD5, 88%) senior unsecured notes of $1.25 billion from B3 (LGD6, 92%) Ratings to be withdrawn at close of transaction (amounts reflect original balances): Warner Chilcott Corporation, Warner Chilcott Company, LLC and WC Luxco S.� r.l. (Borrowers): -- Ba3 (LGD3, 41%) senior secured Term Loan A of $1 billion due 2014 -- Ba3 (LGD3, 41%) senior secured Term Loan B of $1.95 billion due 2015 -- Ba3 (LGD3, 41%) senior secured Term Loan A1 of $480 million due 2014 -- Ba3 (LGD3, 41%) senior secured Term Loan B of $770 million due 2016 -- Ba3 (LGD3, 41%) senior secured Term Loan B-4 of $250 million due 2016 -- Ba3 (LGD3, 41%) senior secured revolving credit facility of $250 million due 2014 Headquartered in Dublin, Ireland, Warner Chilcott plc is a specialty pharmaceutical company currently focused on women's healthcare, gastroenterology, dermatology and urology. In 2010 the company reported total revenue of approximately $3.0 billion. WELLINGTON PLACE: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Wellington Place Apartments, LLC P.O. Box 2266 Everett, WA 98213 Bankruptcy Case No.: 11-01126 Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court Northern District of Alabama (Birmingham) Judge: Thomas B. Bennett Debtor's Counsel: Gina H. McDonald, Esq. GINA H. MCDONALD & ASSOCIATES, LLC 2057 Valleydale Road, Suite 202 Birmingham, AL 35244 Tel: (205) 982-3325 Fax: (205) 982-7070 E-mail: McDonaldnotices@hotmail.com Scheduled Assets: $1,887,713 Scheduled Debts: $2,718,269 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/alnb11-01126.pdf The petition was signed by Errin Reynolds, Attorney-in-fact of Lyle E. Blank, sole member of Debtor LLC. WHIRLPOOL CORP: Moody's Gives Pos. Outlook; Keeps (P)Ba1 Rating --------------------------------------------------------------- Moody's Investors Service changed Whirlpool Corporation's rating outlook to positive from stable due to its expectation that Whirlpool's credit profile and earnings will continue to improve over the near to mid-term despite concerns over high raw material prices and the impact rising gas prices may have on consumer demand. At the same time, all ratings were affirmed including the Baa3 senior unsecured rating and the Prime-3 commercial paper rating. "We believe Whirlpool's enhanced cost structure and improving demand trends in all of its regions should enable it to continue improving its profitability despite higher raw material costs," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. Whirlpool recently announced a U.S. 8% to 10% price increase, effective April 1, 2011, to offset the higher costs. "We remain cautious about the consumer's willingness to pay higher prices, especially when gas prices are rising almost every day and oil is over $100 a barrel," Cassidy noted. However, even if Whirlpool is unable to garner all of its proposed price increases, Moody's believes that higher prices for the more expensive products will hold. This is because these are purchased by more affluent consumers. The positive outlook reflects Moody's belief that the combination of the worldwide improvement in demand for appliances and Whirlpool's improved cost structure should result in further progress in returning profitability and credit metrics close to pre-recession levels over the next 12-18 months. The positive outlook is not predicated on Moody's belief that Whirlpool's recently announced price increase will be fully accepted by the consumer. Rather, Moody's believes that improving demand and Whirlpool's cost efficiency efforts should enable it to improve its profitability even if the prices increases are only partially absorbed by the consumer. While unlikely at the current time, ratings could be downgraded if North America and European appliance demand decreased or operating performance otherwise weakened. Key credit metrics that could drive a downgrade would be debt/EBITDA sustained above 4 times, EBITA margins approaching 3%, or retained cash flow to net debt in the low double digits. A rapid deterioration in liquidity or adoption of a more aggressive financial policy could also trigger a downgrade. If Whirlpool can improve its profitability and credit metrics to pre-recession levels or better in the face of higher raw material prices, concerns about higher gas prices and the continuing uncertainty in the housing market, its rating could be upgraded. Specifically, an upgrade would require debt/EBITDA approaching 2.5 times, EBITA margins close to 7%, and retained cash flow to net debt sustainable at 30% or higher (all metrics incorporating Moody's standard analytic adjustments). Rating Rationale Whirlpool's Baa3 rating reflects its significant scale with revenue over $18 billion, significant geographic diversification throughout the world and a very strong brand name and liquidity profile. The rating also reflects strong (and steadily improving) credit metrics over the last two years with EBITA margins of 6.7% and retained cash flow to net debt well over 35%. Despite higher raw material prices and gas, Moody's believes that credit metrics should remain flat or possibly improve in 2011 with debt to EBITDA remaining below 3 times and retained cash flow to debt staying around 35%. The ratings are constrained by the risks associated with high input and transportation costs including the recent increase in gas and the impact this may have on demand and profitability. The continued uncertainty in discretionary consumer spending for low and mid-tier consumers is also a risk as is the fragility of the U.S. housing market and high unemployment levels. These ratings were affirmed: * Senior Unsecured -- Baa3; * Senior Unsecured (Shelf) -- (P)Baa3 ; * Senior Subordinated (Shelf) -- (P)Ba1; * Commercial Paper -- Prime-3 Moody's subscribers can find further details in the Whirlpool Credit Opinion published on Moodys.com. The last rating action was on April 29, 2009, where Moody's rated the $850 million note offering Baa3 with a negative outlook. Based in Benton Harbor, MI, Whirlpool Corporation manufactures and markets a full line of major appliances and related products including laundry appliances, refrigerators and freezers, cooking appliances and other appliance products. The company markets products under several brands including Whirlpool, Maytag, KitchenAid and several others. The company reported net sales of approximately $18.4 billion for the year ended December 31, 2010. WORLD INDUSTRIAL: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: World Industrial Equipment, Inc. 4850 Orange Ave Fort Pierce, FL 34947 Bankruptcy Case No.: 11-15634 (11-15636) Chapter 11 Petition Date: March 2, 2011 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman Jr. Debtor's Counsel: Brad Culverhouse, Esq. BRAD CULVERHOUSE, ATTORNEY AT LAW, CHARTERED 320 S Indian River Dr # 100 Ft Pierce, FL 34950 Tel: (772) 465-7572 E-mail: bradculverhouselaw@gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Chris Dillon, vice-president. YMCA OF MCHENRY: Judge Approves $1.65 Million Sale to Metropolitan ------------------------------------------------------------------ Lawerence Synett at the TRIB Local reports that Bankruptcy Judge Manuel Barbosa has approved a $1.65 million deal for the YMCA in Crystal Lake to be taken over by the YMCA of Metropolitan Chicago during a court hearing in Rockford. The purchase is expected to be finalized March 17, 2011. TRIB Local notes that once the sale becomes final, the YMCA of Metropolitan Chicago will honor about 3,000 local memberships. Crystal Lake, Illinois-based YMCA of McHenry County filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-80295) on Jan. 26, 2011. Rosanne Ciambrone, Esq., at Duane Morris LLP, in Chicago, Illinois, represents the Debtor. The Debtor estimated assets and debts of $1,000,001 to $10,000,000 as of the Petition Date. * Global Corporate Default Tally Still at Three In 2011 ------------------------------------------------------- The 2011 global corporate default tally remains at three issuers after no issuers defaulted this week, said an article published March 4 by Standard & Poor's, titled "Global Corporate Default Update (Feb. 25 - March 3, 2011) (Premium)." Two of these defaults were based in the U.S., and one was based in the Czech Republic. By comparison, 18 global corporate issuers had defaulted by this time last year (15 U.S.-based issuers and one each based in Australia, Bahrain, and Canada). All three of this year's defaulters missed interest or principal payments, which was one of the top reasons for default last year. Of the defaults in 2010, 28 defaults resulted from missed interest or principal payments, 25 defaults resulted from Chapter 11 and foreign bankruptcy filings, 23 from distressed exchanges, three from receiverships, one from regulatory directives, and one from administration. * Moody's Says U.S. Corporate Default Rate Fell in January ---------------------------------------------------------- According to DealFlow Media's The Distressed Debt Reporter, the default rate on bonds issued by U.S. companies whose debt is rated speculative-grade by Moody's Investors Service fell to 3% in January from 3.4% in the previous month. * Equifax Says Small Biz Bankruptcies Dropped for 6th Straight Qtr ------------------------------------------------------------------ The story behind today's economic picture appears to include some positive business credit trends based on the results of a recent study conducted by Equifax Commercial Information Solutions. According to Equifax data, small business bankruptcies dropped for the sixth consecutive quarter -- declining 18% in Q4 2010 from the previous year. On a national level, small business bankruptcies continue to decline at a faster rate than consumer bankruptcies, which decreased less than 1.0% from Q4 2009 to Q4 2010. This analysis raises some interesting questions. Are bankruptcy rates showing some signs of stabilization? Will this trend continue? To view the multimedia assets associated with Equifax release, see http://multivu.prnewswire.com/mnr/equifax/42759/ "While changing economic conditions continue to bring both market challenges and opportunities, the rate of small business bankruptcy appears to be waning and even showing signs of improvement," Dr. Reza Barazesh, senior vice president, Commercial Information Solutions. "While a number of factors could impact this trend over the next year, recent developments suggest that the landscape for small businesses will be more stable in the future." The Equifax Bankruptcy GPS: Mapping Bankruptcy Trends Integral to this study was the Equifax Bankruptcy GPS, an index that compares small business and consumer bankruptcy petitions quarter over quarter. Equifax Commercial Information Solutions developed this index to closely track bankruptcy petitions for both small businesses and individuals over time. The chart shows the latest results from the Equifax Bankruptcy GPS -- findings which suggest that small business bankruptcies reached their ceiling and are now trending downward. According to Equifax analysis, small business bankruptcy petitions decreased 26% in Q4 2010 since reaching their highest point during the economic downturn in Q2 2009. On the other hand, consumer bankruptcy petitions experienced a slower rate of decline over the same time period. Equifax classifies a small business as a commercial entity of fewer than 100 employees. As part of the study, Equifax analyzed Chapter 7, 11 and 13 filings. Market Conditions: At the Forefront of Improved Bankruptcy Trends? It looks like we may have come full circle since the onset of the economic downturn and legislative developments such as the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005. Equifax data shows that both small business and consumer bankruptcies peaked in Q4 2005 -- around the same time that legislative changes took effect. While these numbers experienced a sharp decline in Q2 2006, an increase in bankruptcy petitions was seen throughout 2007 and 2008 as the nation navigated through economic turbulence. This trend continued until Q2 2009 when small business bankruptcies hit a historic high following legislative changes and the nation's economic downturn. Following behind were consumer bankruptcies which hit their highest point four quarters later in Q2 2010. Despite all these ups and downs, 2010 saw a return to bankruptcy levels similar to those experienced in the first half of 2005 -- just as bankruptcy legislation was passed. Equifax Commercial Information Solutions Equifax Commercial Information Solutions -- http://www.equifaxsmallbusiness.com/-- provides information and expertise necessary for companies to best understand and manage their dealings with small business customers, prospects and suppliers. * Francisco Partners Closes $2-Bil. Middle-Market Technology Fund ----------------------------------------------------------------- Francisco Partners on Feb. 28 announced the final closing of Francisco Partners III, L.P., with $2.0 billion of capital commitments. FP III closed at the target and hard cap of the fund. FP provides transformational capital to middle market information technology companies. Transaction structures include buyouts, divisional divestitures, recapitalizations, restructurings and growth equity financings. FP works with management teams to reposition and strengthen technology companies facing operational challenges and strategic inflection points. The group pursues opportunities globally, both as stand-alone investments and as add-on acquisitions for portfolio companies. Dipanjan Deb, Co-Founder and Managing Partner said, "We are gratified by the support we have received from both existing and new Francisco Partners investors. Information technology remains one of the most dynamic, important, and rapidly growing sectors of the global economy. FP III is well positioned to take advantage of the substantial opportunities in the technology middle market." Since Francisco Partners started its technology investment business in 1999, the firm has raised approximately $7 billion in capital commitments. Cooley LLP acted as legal advisor to the general partner of the fund. About Francisco Partners Francisco Partners is a global private equity firm focused exclusively on investments in technology and technology-enabled services businesses. With approximately $7 billion of capital raised to date, Francisco Partners pursues structured investments in technology companies, targeting investments in private companies, public companies and divisions of public companies, with transaction values ranging from $25 million to over $500 million. Contact: One Letterman Drive Building C - Suite 410 San Francisco, CA 94129 Telephone: 415-418-2900 Facsimile: 415-418-2999 E-mail: info@franciscopartners.com * Jefferies and MassMutual Increase Commitments to Joint Venture ---------------------------------------------------------------- Jefferies Group Inc. and Massachusetts Mutual Life Insurance Company have doubled their equity commitments to Jefferies Finance LLC, the commercial finance joint venture the two firms founded in October 2004. With an incremental $250 million from each partner, the new total committed equity capitalization of the finance company is $1 billion. In addition, they have entered into a $1 billion Secured Revolving Credit Facility to be funded equally by the two firms to support large loan underwritings by Jefferies Finance. This enlarged capital basis, together with appropriate third-party leverage, will allow Jefferies Finance to continue to grow its business of providing senior loans to companies, originated primarily through the investment banking efforts of Jefferies. Babson Capital Management LLC, a MassMutual affiliate, will continue to provide portfolio management services. Jefferies Finance has originated over $20 billion in loans in the last five years. Richard B. Handler, Chairman and Chief Executive Officer of Jefferies, commented, "Jefferies' partnership with MassMutual continues to flourish and provide added value for our respective platforms. The further growth and development of Jefferies Finance will enable us to better serve our investment banking client base of companies and financial sponsors." "We are pleased to extend our commitment to Jefferies Finance LLC, as it has been a successful investment for our company and its policyholders," said Thomas M. Finke, Executive Vice President and Chief Investment Officer, MassMutual, and Chairman and CEO, Babson Capital. "This business continues to be a thriving joint venture for both organizations, as it expands the capabilities of Jefferies' leading investment banking franchise while providing an additional source of earnings for MassMutual." Jefferies' commitments to Jefferies Finance will be funded from available cash as the business develops over the next few years. Jefferies accounts for its 50% interest in Jefferies Finance on the equity method of accounting. In addition, origination and syndication fees earned by Jefferies from Jefferies Finance are included in Jefferies' reported investment banking revenue. About Jefferies Group Jefferies Group, Inc. (NYSE: JEF), a global securities and investment banking firm, has served companies and investors for nearly 50 years. About MassMutual Founded in 1851, MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyholders. The company has a long history of financial strength and strong performance, and although dividends are not guaranteed, MassMutual has paid dividends to eligible participating policyholders every year since the 1860s. With whole life insurance as its foundation, MassMutual provides products to help meet the financial needs of clients, such as life insurance, disability income insurance, long term care insurance, retirement/401(k) plan services, and annuities. In addition, the company's strong and growing network of financial professionals helps clients make good financial decisions for the long-term. MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and its affiliated companies and sales representatives. MassMutual is headquartered in Springfield, Massachusetts and its major affiliates include: Babson Capital Management LLC; Baring Asset Management Limited; Cornerstone Real Estate Advisers LLC; The First Mercantile Trust Company; MassMutual International LLC; MML Investors Services, LLC, member FINRA and SIPC; OppenheimerFunds, Inc.; and The MassMutual Trust Company, FSB. About Babson Capital Babson Capital Management LLC and its subsidiaries -- http://www.BabsonCapital.com/-- serve institutional investors around the globe and have $133.1 billion in assets under management as of Dec. 31, 2010. Through proprietary research and analysis and a focus on investment fundamentals, we develop products and strategies that leverage our broad array of expertise in fixed income, equities, alternative, structured products, debt financing for corporations and debt and equity financing for commercial real estate. Based in Boston and Springfield, Mass., and Charlotte, N.C., with offices in New York City and Los Angeles, the firm's subsidiaries include Babson Capital Europe Limited in London, Babson Capital Australia Pty Ltd in Sydney, and Cornerstone Real Estate Advisers LLC in Hartford, Conn. Contact: Tom Tarrant JEFFERIES & COMPANY, INC. Telephone: 212-284-2389 E-mail: ttarrant@Jefferies.com - or - Marty McDonough MASSMUTUAL / BABSON CAPITAL MANAGEMENT LLC Telephone: 413-226-1187 E-mail: MMcDonough@BabsonCapital.com * Thompson & Knight Adds Philip Kessler to Direct NY Office ----------------------------------------------------------- Thompson & Knight LLP has tapped trial lawyer Philip Kessler to direct the Firm's expanding operations in New York City and lead the new office in metropolitan Detroit. Mr. Kessler is a nationally renowned business litigator with 38 years of experience in state and federal courts. Thompson & Knight's metropolitan Detroit office, which will open in spring 2011, is the eleventh Firm office and second in the United States outside of Texas. "It is an honor to welcome Phil Kessler to Thompson & Knight," says Firm Managing Partner Jeffrey A. Zlotky. "His distinguished reputation, market knowledge, and insights will be great assets as we seek opportunities to support new and existing clients in New York, Michigan, and elsewhere." Mr. Kessler concentrates his practice on business disputes on behalf of individuals and partnerships as well as public and private corporations. His extensive experience includes litigation involving antitrust, bankruptcy, contracts, health care and pharmaceuticals, intellectual property, mergers and acquisitions, and securities matters. "Thompson & Knight has a distinguished and vibrant history. It has an impressive capacity to provide a wide range of legal services to clients in many industries while remaining a leader in serving the energy industry," says Mr. Kessler. "The Firm's recognized capabilities and responsiveness will enable me to serve existing and new clients effectively, while supporting the Firm's ongoing strategic initiatives. I am very pleased to have been invited to join this outstanding Firm." Mr. Kessler is a Fellow and former Regent of the American College of Trial Lawyers, Fellow of the International Academy of Trial Lawyers, Fellow of the American and Michigan State Bar Foundations, Life Member of the Judicial Conference of the United States Court of Appeals for the Sixth Circuit, and a Trustee and National Membership Chairman of the United States Supreme Court Historical Society. He also is ranked as one of America's leading business litigators by Chambers USA and has been listed in The Best Lawyers in America since 1987 in the areas of Antitrust Law, Bet-the-Company Litigation, Commercial Litigation, and Intellectual Property Litigation. Mr. Kessler earned his law degree from the School of Law of the University of California at Berkeley and his undergraduate degree from The University of Michigan. About Thompson & Knight Established in 1887, Thompson & Knight is a full-service firm providing legal solutions to public and private companies, governments, and individuals in all areas, including commercial and tort litigation, finance, banking, securities, mergers and acquisitions, taxation, intellectual property, corporate governance, creditors' rights, real estate, labor, white collar defense, and environmental matters, among others. * BOND PRICING -- For Week From Feb. 28 to March 4, 2011 -------------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- 155 E TROPICANA 8.750% 4/1/2012 4.6590 ADVANTA CAP TR 8.990% 12/17/2026 13.0000 AHERN RENTALS 9.250% 8/15/2013 45.0000 AMBAC INC 5.950% 12/5/2035 11.0500 AMBAC INC 6.150% 2/7/2087 0.5000 AMBAC INC 7.500% 5/1/2023 12.0000 AMBAC INC 9.500% 2/15/2021 11.0630 AMBASSADORS INTL 3.750% 4/15/2027 38.2500 AMR CORP 10.450% 3/10/2011 97.5540 BANK NEW ENGLAND 8.750% 4/1/1999 11.2500 BANK NEW ENGLAND 9.875% 9/15/1999 13.0000 BANKUNITED FINL 6.370% 5/17/2012 5.5000 BIGLARI HOL-CALL 14.000% 3/30/2015 96.0000 BLOCKBUSTER INC 9.000% 9/1/2012 2.0000 BOWATER INC 6.500% 6/15/2013 - C&D TECHNOLOGIES 5.500% 11/15/2026 71.8125 CAPMARK FINL GRP 5.875% 5/10/2012 47.0000 CS FINANCING CO 10.000% 3/15/2012 3.0000 DUNE ENERGY INC 10.500% 6/1/2012 73.0000 EDDIE BAUER HLDG 5.250% 4/1/2014 4.0000 EVERGREEN SOLAR 4.000% 7/15/2013 35.6830 FAIRPOINT COMMUN 13.125% 4/1/2018 10.3750 FRIEDE GOLDMAN 4.500% 9/15/2004 0.9500 GENERAL MOTORS 7.125% 7/15/2013 30.0000 GENERAL MOTORS 7.700% 4/15/2016 30.0000 GENERAL MOTORS 9.450% 11/1/2011 29.5000 GREAT ATLA & PAC 5.125% 6/15/2011 35.1250 GREAT ATLA & PAC 6.750% 12/15/2012 40.1250 GREAT ATLANTIC 9.125% 12/15/2011 32.0000 HARRY & DAVID OP 9.000% 3/1/2013 38.7500 HOV-CALL03/11 7.750% 5/15/2013 101.0000 LEHMAN BROS HLDG 1.500% 3/23/2012 22.8750 LEHMAN BROS HLDG 4.500% 8/3/2011 21.3350 LEHMAN BROS HLDG 4.700% 3/6/2013 22.5000 LEHMAN BROS HLDG 4.800% 2/27/2013 22.5000 LEHMAN BROS HLDG 4.800% 3/13/2014 25.5500 LEHMAN BROS HLDG 5.000% 1/22/2013 22.7500 LEHMAN BROS HLDG 5.000% 2/11/2013 23.7500 LEHMAN BROS HLDG 5.000% 3/27/2013 24.6250 LEHMAN BROS HLDG 5.000% 8/5/2015 24.6250 LEHMAN BROS HLDG 5.100% 1/28/2013 22.2500 LEHMAN BROS HLDG 5.150% 2/4/2015 23.3750 LEHMAN BROS HLDG 5.250% 2/6/2012 26.7500 LEHMAN BROS HLDG 5.250% 2/11/2015 22.5000 LEHMAN BROS HLDG 5.500% 4/4/2016 26.7500 LEHMAN BROS HLDG 5.625% 1/24/2013 26.8750 LEHMAN BROS HLDG 5.750% 7/18/2011 26.5000 LEHMAN BROS HLDG 5.750% 5/17/2013 25.5000 LEHMAN BROS HLDG 5.750% 1/3/2017 0.0100 LEHMAN BROS HLDG 6.000% 7/19/2012 26.0000 LEHMAN BROS HLDG 6.000% 6/26/2015 23.7500 LEHMAN BROS HLDG 6.000% 12/18/2015 23.1000 LEHMAN BROS HLDG 6.200% 9/26/2014 26.8750 LEHMAN BROS HLDG 6.625% 1/18/2012 25.0500 LEHMAN BROS HLDG 8.500% 8/1/2015 26.7500 LEHMAN BROS HLDG 8.750% 12/21/2021 24.0000 LEHMAN BROS HLDG 8.800% 3/1/2015 26.7500 LEHMAN BROS HLDG 8.920% 2/16/2017 24.1250 LEHMAN BROS HLDG 9.000% 3/7/2023 - LEHMAN BROS HLDG 9.500% 12/28/2022 23.5000 LEHMAN BROS HLDG 9.500% 1/30/2023 22.5000 LEHMAN BROS HLDG 9.500% 2/27/2023 21.2000 LEHMAN BROS HLDG 10.000% 3/13/2023 23.7500 LEHMAN BROS HLDG 10.375% 5/24/2024 23.7500 LEHMAN BROS HLDG 11.000% 6/22/2022 23.2500 LEHMAN BROS HLDG 11.000% 3/17/2028 23.7500 LEHMAN BROS HLDG 12.120% 9/11/2009 5.3900 LEHMAN BROS HLDG 18.000% 7/14/2023 22.5000 LEHMAN BROS HLDG 22.650% 9/11/2009 24.0000 LEHMAN BROS INC 7.500% 8/1/2026 14.2500 LOCAL INSIGHT 11.000% 12/1/2017 4.0000 LTX-CREDENCE 3.500% 5/15/2011 90.0000 MAGNA ENTERTAINM 7.250% 12/15/2009 3.0000 MAJESTIC STAR 9.750% 1/15/2011 18.0000 METALDYNE CORP 11.000% 6/15/2012 5.0000 MOHEGAN TRIBAL 8.375% 7/1/2011 - NEWPAGE CORP 10.000% 5/1/2012 69.2500 NEWPAGE CORP 12.000% 5/1/2013 35.8500 RASER TECH INC 8.000% 4/1/2013 35.0000 RESTAURANT CO 10.000% 10/1/2013 8.5000 RESTAURANT CO 10.000% 10/1/2013 8.2500 RYERSON TULL INC 8.250% 12/15/2011 - SBARRO INC 10.375% 2/1/2015 25.0000 SPHERIS INC 11.000% 12/15/2012 1.5000 THORNBURG MTG 8.000% 5/15/2013 4.0000 TIMES MIRROR CO 7.250% 3/1/2013 35.0000 TRANS-LUX CORP 8.250% 3/1/2012 18.6250 TRICO MARINE 3.000% 1/15/2027 9.2500 TRICO MARINE SER 8.125% 2/1/2013 10.2500 UAL-CALL03/11 5.000% 2/1/2021 100.0000 VIRGIN RIVER CAS 9.000% 1/15/2012 50.0000 WASH MUT BANK FA 5.125% 1/15/2015 0.2500 WCI COMMUNITIES 4.000% 8/5/2023 - WOLVERINE TUBE 15.000% 3/31/2012 36.0000 ********* 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 by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases by individuals and business entities estimating assets and debts or disclosing assets and liabilities at less than $1,000,000. The list includes links to freely downloadable images of the small-dollar business-related 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. Jhonas Dampog, 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 2011. 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 ***