/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110328.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 28, 2011, Vol. 15, No. 86 Headlines A1 HOTELS: Voluntary Chapter 11 Case Summary ABC LEARNING: Creditor Appeals Expansive Reading on Injunction AGWAY INC: Bankr. Ct. Can Review Postconfirmation Tax Dispute AIRTRAN HOLDINGS: Stockholders Approve Southwest Merger ALABAMA AIRCRAFT: Boeing Claim Imperils Ch. 11 Plan, Creditors Say ALLY FINANCIAL: GM to Dump All Series A Preferreds ALLY FINANCIAL: To Offer 40.87MM of Series A Preferred Securities AMERICAN APPAREL: Names M. Staff as Chief Business Devt. Officer AMR CORP: Fitch Keeps IDR at 'CCC'; Labor Costs Top Peers ARYX THERAPEUTICS: Gets Default Notice Due to Missed Payments AWAL BANK: To Give Up Partnership for Release of Liability BANK OF COMMERCE: Closed; Advantage Nat'l Bank Assumes Deposits BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors BBB ACQUISITION: Court Extends Solicitation Period Until April 21 BERNARD L. MADOFF: Jaffe Appeals Denial of $550 Million Deal BERNARD L. MADOFF: Investor Group Seeks Removal of Trustee BIG WHALE: Owner of 49 Milwaukee Properties in Ch. 11 BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt BIOFUEL ENERGY: Thomas Edelman Discloses 11.0% Equity Stake BIOJECT MEDICAL: Incurs $1.47 Million Net Loss in 2010 BIOLASE TECHNOLOGY: Files Form 10-K, Posts $12-Mil. Net Loss BIONEUTRAL GROUP: Reports $550,815 Net Loss in Jan. 31 Quarter BORDERS GROUP: Store Closing Sales at 24 Stores Ongoing BRL, LLC: Case Summary & 7 Largest Unsecured Creditors BROWN PUBLISHING: Modifies Compensation Scheme for K&L Gates BROWN PUBLISHING: Amended Plan Earmarks $275T for Unsecureds BROWN PUBLISHING: Seeks May 24 Extension of Solicitation Period C0NSTRUCTORA RIVAS: Case Summary & 20 Largest Unsecured Creditors CANBERRA HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating CAPITOL HILL: Pillsbury Fights for Expenses from Malpractice Suit CARPENTER CONTRACTORS: Employs Crowe Horwath as Auditors CARPENTER CONTRACTORS: Taps Great American as Appraiser CASCADE BANCORP: Registers 44.54-Mil. Shares of Stock CC MEDIA: 2.54MM Shares Tendered Under Executive Incentive Plan CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market CEMTREX INC: Govil, Secretary, Owns 3 Million Common Shares CENTER COURT: Case Summary & 3 Largest Unsecured Creditors CHARLIE BATCH: Primerock Real Estate Fund May Pursue Collateral CIRCLE T PIPELINE: Case Summary & 20 Largest Unsecured Creditors CINRAM INT'L: Bank Debt Trades at 21% Off in Secondary Market CIRCUIT CITY: Administrative Stub Rent Not Immediately Payable CLEAR CHANNEL: Bank Debt Trades at 12% Off in Secondary Market CNL LIFESTYLE: Moody's Assigns 'Ba3' Rating to Senior Unsec. Notes COMBIMATRIX CORP: Peterson Sullivan Raises Going Concern Doubt COMMONWEALTH BIOTECHNOLOGIES: Holders of Common Stock Total 48 CONOLOG CORP: Posts $2.4 Million Net Loss in Jan. 31 Quarter CONVERSION SERVICES: Incurs $771,753 Net Loss in 2010 COPELAND PROPERTIES: Case Summary & 11 Largest Unsecured Creditors CORD BLOOD: Plans to Buy SouthAm Cell Storage Provider for $10MM CORUS BANKSHARES: Tricadia Debt Purchase Could End Ch. 11 Deadlock DEARBORN BANCORP: BKD LLP Raises Going Concern Doubt DMS HOTEL: Voluntary Chapter 11 Case Summary DREIER LLP: Creditors Sue Tory Burch Over Unpaid Legal Bills EAGLE RIDGE: Case Summary & 7 Largest Unsecured Creditors EMPIRE RESORTS: Fails to Comply With NASDAQ's Listing Rule EMPIRE RESORTS: Offers Rights to Purchase 39.60MM Common Shares FIDELITY PROPERTIES: Judge Jennemann Denies Case Conversion Plea FIRST METALS: Quebec Court Appoints Demers Beaulne as Receiver FIRST TORO: Voluntary Chapter 11 Case Summary FRANKLIN BANK: Judge Dismisses Shareholder Class Action FUQI INT'L: Receives Final Notice of Noncompliance from NASDAQ GEOPHARMA, INC: Files for Chapter 11 Protection GEOPHARMA, INC: Voluntary Chapter 11 Case Summary GEORGE LOVE: 10th Cir. Won't Review Debtor's FDIC Claims GRIFFON CORP: S&P Assigns 'BB-' Corporate Credit Rating HAMPTON ROADS: Files Form 10-K; Posts $210.35 Million Net Loss HARRY & DAVID: May File for Ch. 11 as Soon as Today, WSJ Says HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market HELLER EHRMAN: BofA, Citi Settle Firm's Claims for $20 Million HERBALIFE INTERNATIONAL: Moody's Withdraws 'Ba1' Default Rating HORIZON LINES: Extends Consent Solicitation for its Senior Notes INNOVATIVE CONSTRUCTION: Voluntary Chapter 11 Case Summary INTEGRATED FREIGHT: To Issue of 3.91-Mil. Shares to 14 Investors INTELSAT SA: Units Commence Tender Offers & Consent Solicitations INTELSAT SA: Unit Intends to Offer $2.65 Billion of Sr. Notes INTERTAPE POLYMER: To Close Brantford Plant Due to Strikes INTERTAPE POLYMER: Incurs $56.44 Million Net Loss in 2010 ISTAR FINANCIAL: Reports $80.21 Million Net Income in 2010 JONES SODA: Peterson Sullivan Raises Going Concern Doubt KAZI FOODS: More KFC Restaurant Operators in Chapter 11 KAZI FOODS: Case Summary & 20 Largest Unsecured Creditors KV PHARMACEUTICAL: Completes Sale of $225MM Sr. Secured Notes LEV PC: Case Summary & 7 Largest Unsecured Creditors LIBERTY GLOBAL: S&P Affirms 'B+' Long-Term Corporate Credit Rating LOCAL INSIGHT: Seeks to Employ Duff & Phelps as Consultant LOCAL INSIGHT: Has Until June 15 to Assume or Reject Leases LOCAL INSIGHT: Creditors Committee Down to 4 Members LOCAL INSIGHT: Committee Wants to Mesirow Financial as Advisor LOCAL INSIGHT: Creditors Object to Exclusivity Period Extension LPATH INC: Incurs $4.60 Million Net Loss in 2010 MANANTIAL ROCA: Case Summary & 4 Largest Unsecured Creditors MCCLATCHY CO: Larry Jinks Won't Seek for Re-Election as Director MEMC ELECTRONIC: Moody's Retains 'B1' Corporate Family Rating MERIDIAN BEHAVIORAL: Sues Fifth Street Over Collapse MERISANT COMPANY: Moody's Assigns 'B2' Corporate Family Rating MICHAELS STORES: Reports $98 Million Net Income in 2010 MICROBILT CORP: Wants to Halt Termination of Chex Deal MORGANS HOTEL: Appoints New Directors and Senior Managers MORGANS HOTEL: Ronald Burkle Discloses 29.2% Equity Stake MORGANS HOTEL: David Hamamoto Discloses 10.7% Equity Stake MORGANS HOTEL: Parag Vora Discloses 5.44% Equity Stake MUZAK HOLDINGS: To Sell to Mood Media for $345MM Year After Exit MYRNA SWEETS: Sends Two Entities in Chapter 11 MPC CORP: Withdraws Motion to Retain Whiteford, Taylor & Preston NCO GROUP: Board Terminates Employment of Michael Barrist as CEO NII CAPITAL: Moody's Assigns 'B2' Rating to $500 Mil. Senior Notes NII CAPITAL: S&P Assigns 'B+' Rating to $500 Mil. Senior Notes NORTHEAST CAST: Out of Business; Assets Being Liquidated NX GLOBAL: Posts $322,000 Net Loss in Jan. 31 Quarter ORANGE GROVE: Asks for Permission to Tap Hahn Fife as Accountant OWENS CORNING: Escapes Homeowners Suit Over Faulty Shingles OXIGENE INC: Authorized Common Stock Decreased to 275-Mil. Shares PALACE ENTERTAINMENT: Moody's Assigns 'B2' Corporate Family Rating PARTSEARCH TECH: Settles Workers' Suit Over Layoffs PGI INC: BKD LLP Raises Going Concern Doubt PHH CORP: S&P Changes Outlook to Stable, Affirms 'BB+' Rating PHOENIX COS: S&P Gives Stable Outlook, Affirms 'CCC+' Rating PLAINFIELD ASSET: May Need More Time to Return Investors' Money PLAINS EXPLORATION: Moody's Assigns 'B1' Rating to Senior Notes PLAINS EXPLORATION: S&P Affirms 'BB' Corporate Credit Rating POINT BLANK: Shareholder Files Deregistration Order POINT BLANK: Ex-CEO's Brother Sues Current Exec for $7MM POLI-GOLD, L.L.C.: Wants Plan Filing Period Extended to June 15 PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+' REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market RESOURCE TECHNOLOGY: Energy Credits Gave Rise to Admin. Claim RIVER ISLAND: Has Until March 28 to File Schedules and Statements ROBB & STUCKY: Files Schedules of Assets & Liabilities ROBB & STUCKY: Obtains Second Interim Order to Avail of DIP Loan ROCK & REPUBLIC: VF Corp. Receives Plan Approval to Buy Names RQB RESORT: Judge Stands by $132MM Valuation for Sawgrass Resort RUSSELL NECAISE: Case Closed to Halt Post-Confirmation UST Fees RYLAND GROUP: Board Approves 2011 Equity and Incentive Plan SATELITES MEXICANOS: Majority of Noteholders OK Chapter 11 Plan SEAHAWK DRILLING: CEO Calls Bankruptcy "Preventable" SEAVIEW PLACE: Hearing for $300,000 DIP Loan Today SEQUOIA PARTNERS: U.S. Trustee Forms 5-Member Creditors Committee SHERWOOD FARMS: Court Set Status Hearing on June 29 for Plan SIRIUS XM: Offers to Purchase 3-1/4 Convertible Notes Due 2011 SMITHFIELD FOODS: S&P Raises Corporate Credit Rating to 'B+' SONJA TREMONT: Wins Court Nod to Retain Kozberg as Special Counsel SONJA TREMONT: Wins Approval to Retain Clifford as Special Counsel SOUTHWEST GEORGIA: Court Approves Epiq as Claims & Notice Agent SOUTHWEST GEORGIA: Court Approves Morgan Keegan as Fin'l Advisor SOUTHWEST GEORGIA: Court Okays McKenna Long as Bankruptcy Counsel ST. VINCENT: Rival Group May Have Offer for Hospital STEWART ENTERPRISES: S&P Raises Corporate Credit Rating to 'BB' STORY BUILDING: Plan Outline Hearing Continued Until June 2 STRATEGIC AMERICAN: Board Ratifies Consulting Pact With Geoserve SUPERCONDUCTOR TECHNOLOGIES: Significant Losses Cue Going Concern SUSPECT DETECTION: Yarel + Partners Raises Going Concern Doubt SW OWNERSHIP: 341 Meeting Now Scheduled for March 29 SW OWNERSHIP: Files Schedules of Assets and Liabilities SW OWNERSHIP: Sues International Bank of Commerce Over Collapse TAYLOR BEAN: Former Chairman Loses Bid to Delay Trial TBS INTERNATIONAL: To Issue Non-Transferrable Subscription Rights TOWER OAK: Taps Bregman Berbert as Special Counsel TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'BB+' UNIVERSITY VILLAGE: Voluntary Chapter 11 Case Summary USEC INC: Inks 10-Year Contract With Tenex for the Supply of LEU VANTAGE ONCOLOGY: S&P Assigns 'B' Corporate Credit Rating VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt VUZIX CORP: Appoints Two New Members to Board of Directors WASTE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating WESTCLIFF MEDICAL: Wants Until June 13 to Propose Chapter 11 Plan WINSWAY COKING: S&P Assigns 'BB-' Corporate Credit Rating YEHUD-MONOSSON USA: Case Summary & 9 Largest Unsecured Creditors YESTERDAY'S VILLAGE: Case Summary & 20 Largest Unsecured Creditors ZEUS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors * Illinois Bank Becomes the 26th to Fail This Year * S&P's Global Corporate Default Tally Remains at Three * U.S. Distress Ratio Rises Amid Global Uncertainty * Florida Homestead: Credit Default Swaps Could Impact Homeowners * More Hedge Funds to Invest in Troubled Companies, Poll Says * San Diego County to Invest EUR60MM in Distressed Debt Fund * Pimco Has New Equity Fund to Invest in Distressed Debt * MKP Capital Rushed to Cash Out of Investments, Report Says * San Diego County to Invest EUR60MM in Distressed Debt Fund * Pimco Has New Equity Fund to Invest in Distressed Debt * MKP Capital Rushed to Cash Out of Investments, Report Says * AlixPartners Taps Morris as Head of Corp. Investigation Practice * Berenson & Company Launches Debt Capital Markets Platform * Bryan Cave Adds Drinker Biddle Bankruptcy Pro in New York * GAMR-G Appoints GM of Machinery & Equipment Valuation Practice * BOND PRICING -- For Week From March 21 to 25, 2011 ********* A1 HOTELS: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: A1 Hotels, LLC 6831 Satsuma Drive Houston, TX 77041 Bankruptcy Case No.: 11-41600 Chapter 11 Petition Date: March 21, 2011 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Rakhee V. Patel, Esq. PRONSKE & PATEL, P.C. 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 E-mail: rpatel@pronskepatel.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 Raj Gill Singh, managing member. ABC LEARNING: Creditor Appeals Expansive Reading on Injunction -------------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that a company that sued A.B.C. Learning Centres Ltd. is appealing a judge's order that gave an expansive reading to the injunction against creditor actions in Chapter 15. In orders in November and January, U.S. Bankruptcy Judge Kevin Gross ruled that Australia was home to A.B.C.'s "foreign main" bankruptcy proceeding. Some of the Company's assets are in the control of liquidators while others are under the wing of administrators. Mr. Rochelle recounts that Judge Gross entered an order granting Chapter 15 protection to the Australian liquidator. He prohibited creditor actions in the U.S. against assets controlled by both the liquidator and the receiver. Judge Gross said it was proper to stop all actions because Chapter 15 protection was granted for the Company, without regard for who has control of particular assets. Judge Gross noted that substantially all of the assets are in the control of the receiver. If there were no Chapter 15 protection, RCS would be able to strip the company of its assets in the U.S. According to the report, RCS Capital Development LLC, the holder of a $47 million jury verdict against A.B.C. Learning, is appealing, contending that Chapter 15 doesn't confer the power to halt creditor actions against the receiver's properties. A.B.C. filed the Chapter 15 petition in May to stop collection soon after RCS obtained the judgment. The RCS suit was for breach of development contracts at sites in the U.S. About ABC Learning Based in Australia, ABC Learning Centres Limited (ASX: ABS) -- http://www.childcare.com.au/-- provides childcare services and education in more than 1,200 centers in Australia, New Zealand, the United States and the United Kingdom. The Company's subsidiaries include A.B.C. Developmental Learning Centers Pty Ltd., A.B.C. Early Childhood Training College Pty Ltd., Premier Early Learning Centers Pty Ltd., A.B.C. Developmental Learning Centers (NZ) Ltd., A.B.C. New Ideas Pty Ltd., A.B.C. Land Holdings (NZ) Limited and Child Care Centers Australia Ltd. On Jan. 26, 2007, it acquired La Petite Holdings Inc. On Feb. 2, 2007, it acquired Forward Steps Holdings Ltd. On March 23, 2007, it acquired Children's Gardens LLP. In September 2007, the Company purchased the Nursery division (Leapfrog Nurseries) from Nord Anglia Education PLC. In June 2008, the Company completed the sale of a 60% stake in its United States business to Morgan Stanley Private Equity. In November 2008, ABC Learning Centres Limited appointed Peter Walker and Greg Moloney of Ferrier Hodgson as voluntary administrators of the company and a number of its subsidiaries. Subsequent to the appointment of administrators, the company's banking syndicate appointed Chris Honey, Murray Smith and John Cronin of McGrathNicol as receivers. The Administrators filed a Chapter 15 petition for the Company (Bankr. D. Del. Case No. 10-11711) on May 26, 2010. Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor, represents the Petitioners in the Chapter 15 case. ABC's debts and assets were estimated to be between US$100 million and US$500 million. A separate Chapter 15 petition was filed for affiliate A.B.C. USA Holdings Pty Ltd., listing assets and debts of at least US$100 million. AGWAY INC: Bankr. Ct. Can Review Postconfirmation Tax Dispute ------------------------------------------------------------- WestLaw reports that a bankruptcy court had jurisdiction, following confirmation of the debtor's liquidating Chapter 11 plan, to determine tax liability arising from the sale of an asset of the liquidating trust. The plan had specifically authorized the liquidating trustee to seek an expedited determination of such tax liability issues and reserved jurisdiction in the court to make such determinations. Moreover, the determination was sought following a sales transaction, at a time when any tax liability had already been incurred, and during the administration of the debtor's liquidating plan. In re Agway, Inc., --- B.R. ----, 2011 WL 798143 (N.D.N.Y.) A copy of the Honorable David N. Hurd's Memorandum Decision dated Mar. 8, 2011, in Ogle v. Internal Revenue Service is available at http://is.gd/upnZRvfrom Leagle.com, and reverses the bankruptcy court's ruling in In re Agway, Inc., 2009 WL 2857365, 104 A.F.T.R.2d 2009-5763 (Bankr. N.D.N.Y.), covered in the Oct. 5, 2009, edition of the Troubled Company Reporter. Agway, Inc. -- an agricultural cooperative owned by 69,000 Northeast farmer-members -- sought chapter 11 protection (Bankr. N.D.N.Y. Case No. 02-65872) on Oct. 1, 2002, represented by Menter, Rudin & Trivelpiece, P.C. The Debtors' Second Amended Joint Plan of Liquidation was confirmed on April 28, 2004, and the Plan took effect on May 1, 2004. Under the terms of the Plan and the Confirmation Order, a Liquidating Trustee was appointed to liquidate and distribute the Liquidating Trust Assets and Claims. D. Clark Ogle serves as the Trustee of the Agway Liquidating Trust, and is represented by Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C. AIRTRAN HOLDINGS: Stockholders Approve Southwest Merger ------------------------------------------------------- AirTran Holdings, Inc., the parent company of AirTran Airways, announced that its stockholders voted overwhelmingly to approve the merger of a wholly-owned subsidiary of Southwest Airlines Co. with and into AirTran at a special meeting held in Orlando. More than 98.6% of the votes cast and 77.5% of shares outstanding were voted in favor of the transaction. "We are grateful for our stockholders' strong vote of confidence in this merger," said Bob Fornaro, AirTran's chairman, president and chief executive officer. "In approving the transaction, our stockholders recognized the value of bringing together AirTran and Southwest to create a platform for increased profitability and sustainable long-term value." AirTran and Southwest announced the proposed merger on Sept. 27, 2010. The companies are awaiting clearance on the proposed merger from the United States Department of Justice. The merger is currently expected to close by during the second quarter of 2011. Until the acquisition is approved and finalized, both carriers will continue to operate independently. For more information, please visit: www.lowfaresfarther.com. About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion in total assets, $1.64 billion in total liabilities, and $539.36 million in total stockholders' equity. * * * AirTran carries 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's. At the end of September 2010, Moody's said it has placed AirTran's corporate family rating under review for possible upgrade, after the announcement that Southwest Airlines, Inc., has entered into a definitive agreement to acquire 100% of the outstanding common stock of AirTran for cash and common stock totaling $1.4 billion. On Sept. 27, 2010, AirTran announced that it reached an agreement to sell itself to higher-rated Southwest Airlines for cash and Southwest stock. Southwest values the transaction at $3.2 billion including assumed AirTran debt and aircraft leases. Southwest forecasts annual revenue and cost synergies exceeding $400 million once the airlines' operations are combined by 2013. Southwest also sees one-time transaction costs of $300 million to $500 million. The companies indicated that a closing would not occur until sometime in the first half of 2011. Standard & Poor's credit analyst Philip Baggaley said in September 2010, "the combination would weaken Southwest's financial profile, which S&P characterize as intermediate -- the strongest among rated U.S. airlines. Mr. Baggaley said, "Southwest's operating and financial performance has improved in 2010, with EBITDA interest coverage increasing to 4.6x for the 12 months ended June 30, 2010, from 3.6x a year earlier and funds from operations to debt increasing to 20% from 12%. While these are still below appropriate levels for the rating category, S&P expects the improving operating trend to result in increasing levels over the next several quarters. AirTran has substantial operating lease commitments (around $2 billion), since, unlike Southwest, it does not own many of its aircraft. These commitments would be assumed by Southwest, significantly increasing its lease-adjusted debt obligations." ALABAMA AIRCRAFT: Boeing Claim Imperils Ch. 11 Plan, Creditors Say ------------------------------------------------------------------ Bankruptcy Law360 reports that Boeing Co.'s attempt to leapfrog an $8 million claim past secured creditors in Alabama Aircraft Industries Inc.'s bankruptcy case could threaten the debtors' reorganization plans and force liquidation, attorneys said at a hearing Thursday in Delaware. AAI's secured creditors -- the Pension Benefit Guaranty Corp. and Special Value Bond Fund LLC -- threatened to cut off the aircraft repair company's use of cash collateral, Law360 says. About Alabama Aircraft Alabama Aircraft Industries Inc. -- http://www.alabamaaircraft.com/-- provides aircraft maintenance and modification services for the U.S. government and military customers. Its 190-acre facility, including its corporate offices, is located at the Birmingham International Airport in Birmingham, Alabama. The Company currently has 92 salaried employees and 234 hourly employees. About 251 hourly employees were furloughed since Jan. 1, 2010. Alabama Aircraft filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two subsidiaries also filed -- Alabama Aircraft Industries, Inc.- Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering Services, Inc. (Case No. 11-10454). The Company said that the primary goal of the Chapter 11 filing is to address long-term indebtedness and, in particular, long-term pension obligations under the terms of its pension plan. The Company said it would likely cease operations by April 15, 2011, absent the elimination of its obligations under the pension plan. The Company owes $68.5 million to the Pension Benefit Guaranty Corp. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to the Debtors. Alabama Aircraft estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. ALLY FINANCIAL: GM to Dump All Series A Preferreds -------------------------------------------------- Joan E. Solsman, writing for Dow Jones Newswires, reports that General Motors Co. on Tuesday announced its offering of all its Series A preferred shares in lender Ally Financial Inc. priced at a total of $1 billion as part of a public offering. Dow Jones says the transaction is expected to close in the next few days. Dow Jones relates GM's move is part of Chief Financial Officer Chris Liddell's strategy to have GM operate with little or no debt. He said Tuesday that selling off the noncore asset was another step to strengthen and simplify the auto maker's balance sheet. Dow Jones also notes that the sale comes ahead of a widely expected initial public offering filing for Ally, which used to be owned by GM. Earlier this month, people familiar with the matter said Ally would be set to file its IPO documents with regulators in the second quarter. Ally received a $17.2 billion funding from the federal government -- now 74% owner of Ally's common stock -- after it became a bank- holding company in the financial crisis to qualify for the aid. Before that, private-equity investors controlled the company after GM. Dow Jones relates the sale will cause a book gain of $300 million for GM in the first quarter. GM will still hold 9.9% of Ally's common stock after the sale. 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. 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 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. ALLY FINANCIAL: To Offer 40.87MM of Series A Preferred Securities ----------------------------------------------------------------- Ally Financial Inc. filed with the U.S. Securities and Exchange Commission a free writing prospectus relating to its offering of 40,870,560 shares of fixed rate/floating rate perpetual preferred stock, series A at a liquidation amount of $25 per share. Joint book-running managers of the Offering are Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. A full-text copy of the prospectus is available at http://is.gd/t2R1Ue About Ally Financial Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/ -- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. The Company's balance sheet at Dec. 31, 2010, showed $172.008 billion in total assets, $151.519 billion in total liabilities, and total equity of $20.489 billion. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. * * * In January 2011, Standard & Poor's Ratings Services raised its rating on the preferred stock of Ally Financial Inc. (Ally; B/Stable/C) to 'CC' from 'C'. The ratings firm noted that Ally improved its liquidity position and alleviated some funding pressure at its holding Company in recent months, making it easier to meet obligations on its preferred stock. Nevertheless, the Company faces significant debt maturities at its holding Company in 2011 and 2012, which is reflected in the 'CC' rating. In February 2011, Moody's Investors Service upgraded the issuer and senior unsecured ratings of Ally Financial Inc. and its supported subsidiaries to B1 from B3. Concurrently, Moody's upgraded the senior secured (second lien) and senior unsecured ratings of mortgage finance subsidiary Residential Capital LLC to Caa3 and Ca, respectively, from C. The rating outlook for both Ally and ResCap is stable. Moody's said the Ally and ResCap upgrades reflect a decline in ResCap's exposure to portfolio under-performance and mortgage repurchase risks and an associated decrease in contingent risks to Ally relating to its support of ResCap. Additional factors supporting Ally's upgrade include its strengthened liquidity and capital positions and prospects for continued profitability in its core auto finance and mortgage businesses based upon positive asset quality performance trends. AMERICAN APPAREL: Names M. Staff as Chief Business Devt. Officer ---------------------------------------------------------------- American Apparel, Inc., appointed Martin Staff as Chief Business Development Officer effective as of March 21, 2011. Mr. Staff, age 60, has over 30 years of experience in the fashion industry. Prior to joining the Company, Mr. Staff served as president and chief executive officer of JA Apparel Corp. from 2003 to 2010. From 1998 to 2002 Mr. Staff served as president and chief executive officer of Hugo Boss Fashions, Inc. Mr. Staff also served as president and chief operating officer of Calvin Klein Fashions Inc. from 1992 to 1998 and as senior vice president of Retail Development and Licensing of Calvin Klein Inc. from 1987 to 1992. In addition, Mr. Staff served as vice president of Sales and Marketing of Polo Ralph Lauren from 1980 to 1987. Mr. Staff is a graduate of Dartmouth College, where he received a Bachelor of Arts degree in English. There is no family relationship between Mr. Staff and any of the Company's directors or executive officers. In connection with Mr. Staff's appointment as Chief Business Development Officer, the Company and Mr. Staff entered into an employment agreement pursuant to which Mr. Staff will serve as the Company's Chief Business Development Officer for an initial term of three years, commencing on March 21, 2011, which term will automatically extend for successive one-year periods as of each March 21 (beginning March 21, 2014) unless terminated by the Company on at least 90 days written notice prior to the expiration of the then-current term. The Employment Agreement provides that Mr. Staff will receive a minimum base salary of $600,000 per year, subject to increase based on the annual review of the Compensation Committee. The Employment Agreement also provides that, subject to Mr. Staff's continued employment, in each of 2011, 2012 and 2013, on the later of (i) June 1 of each such year and (ii) 45 days following the release of the Company's earnings in respect of the prior fiscal year, Mr. Staff will be granted a restricted stock award having a value of $600,000, calculated in accordance with the Employment Agreement. Subject to Mr. Staff's continued employment with the Company, each RSA will be made pursuant to the terms of the Company's 2007 Performance Equity Plan and any successor plan thereto, and will vest in full on March 21 in the year following the year such RSA is granted. Mr. Staff will also participate in the benefit plans that the Company maintains for its executives and receive certain other standard benefits. If Mr. Staff is terminated without "cause" or if he resigns for "good reason," the Company will pay Mr. Staff: (a) his base salary accrued through the date of such resignation or termination and, subject to Mr. Staff's execution and delivery of a general release of all claims against the Company and its affiliates, a cash payment of $300,000 payable in equal installments over the six-month period following such termination or resignation; (b) any bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation occurs; (c) any unreimbursed expenses; and (d) if such termination or resignation occurs on or following March 21 of a calendar year in which an RSA is otherwise scheduled to be granted and prior to the RSA grant for such year, in lieu of any RSA for such year, a cash payment of $50,000 for each full month of employment elapsed since March 21 of such year. In addition, in the event of that termination without "cause" or resignation for "good reason," any unvested RSA will vest as to one-twelfth of the shares of the Company's common stock subject to such RSA for each full month of employment elapsed since the immediately preceding March 21. In addition, in such case, Mr. Staff and his eligible dependents will be entitled to receive, until the earlier of the last day of the six-month period immediately following such termination of employment or resignation and the date Mr. Staff is entitled to comparable benefits by a subsequent employer, continued participation in the Company's medical, dental and insurance plans and arrangements. If the Company elects not to extend Mr. Staff's term of employment, then unless his employment has been earlier terminated, Mr. Staff's employment will be deemed to terminate at the end of the applicable term and he will not be entitled to any of the amounts set forth in this paragraph. The provisions in the Employment Agreement related to resignation for "good reason" will only be effective in the event Dov Charney is no longer either the Chief Executive Officer or Chairman of the Company. If Mr. Staff's employment terminates by reason of his death or disability, or if he is terminated for "cause" or if he resigns without "good reason," the Company will pay him (a) his base salary accrued through the date of such resignation or termination; (b) any unreimbursed expenses; and (c) only in the case of a termination because of his death or disability, any bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination of employment occurs. The Employment Agreement also provides that upon termination of Mr. Staff's employment for any reason, he agrees to resign, as of the date of such termination and to the extent applicable, from the boards of directors of, and as an officer of, the Company and any of the Company's affiliates and subsidiaries. A full-text copy of the Employment Agreement is available for free at http://is.gd/XwicED In a Form 3 filing with the U.S. Securities and Exchange Commission, Mr. Staff disclosed that he currently does not beneficially owns any securities of the Company. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of Sept. 30, 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. The Company's balance sheet at Sept. 30, 2010, showed $322.7 million in total assets, $231.3 million in total liabilities, and stockholders' equity of $91.4 million. American Apparel disclosed in its quarterly report on Form 10-Q for the third quarter of 2010 that based upon results of operations for the nine months ended Sept. 30, 2010, and through the issuance of the financial statements and projected for the remainder of 2010, the Company may not have sufficient liquidity necessary to sustain operations for the next twelve months, and that it is probable that beginning Jan. 31, 2011, the Company will not be in compliance with the minimum Consolidated EBITDA covenant under the $80,000,000 term loan with Lion Capital LLP. "Noncompliance with covenants under the Lion Credit Agreement would constitute an event of default under the BofA Credit Agreement, which, if not waived, could block the Company from making borrowings under the BofA Credit Agreement," the Company said in the filing. "These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern." AMR CORP: Fitch Keeps IDR at 'CCC'; Labor Costs Top Peers --------------------------------------------------------- Fitch Ratings has affirmed the debt ratings of AMR Corp. and its principal operating subsidiary American Airlines, Inc. AMR Corp. -- Issuer Default Rating at 'CCC'; -- Senior Unsecured Rating at 'C/RR6'. American Airlines, Inc. -- IDR at 'CCC'. Fitch has also assigned a rating of 'B+/RR1' to American's recently issued $1 billion senior secured notes due 2016. The notes are collateralized by airport slots, gates and international route authorities. The senior unsecured rating at the parent level applies to approximately $885 million of outstanding debt. The ratings affirmation and the 'CCC' IDRs reflect continuing concerns surrounding the airline's very weak free cash flow (FCF) generation profile, the need to meet heavy cash obligations and limited scope for debt reduction over the next several quarters. Although AMR's relatively strong liquidity position and its continued ability to access the capital markets should provide the carrier with sufficient flexibility to meet upcoming cash commitments, the cash flow margin of safety in 2011 has been eroded by the recent run-up in crude oil and jet fuel prices. Ratings also capture AMR's exposure to a high level of event risk, reflected most recently in the disruption of global energy markets and post-earthquake demand effects in Japan, as well as the carrier's dependence upon open capital markets to support a highly leveraged capital structure (2011 lease-adjusted leverage in excess of 8x). Given the importance of AMR's re-fleeting requirements, which will drive approximately $1.6 billion in total capex this year, and large maturities ($2.5 billion in 2011), the airline faces further deterioration of credit protection measures and a challenging operating environment. The rapid rise in crude oil and jet fuel prices during the first quarter has highlighted the vulnerability of AMR and the entire airline industry to sudden and largely uncontrollable increases in energy costs. With fuel driving more than 30% of AMR's operating costs, volatility in jet fuel prices this year will contribute to considerable uncertainty over 2011 cash flow and liquidity. AMR has a significant amount of near-term fuel exposure hedged (51% in 1Q'11 with an average jet fuel price cap of $2.48 per gallon). However, hedge protection trails off somewhat later in the year, and the airline has been forced to look for other sources of fuel cost recovery, notably fare hikes and capacity plan adjustments. For the full year, approximately 39% of expected fuel consumption has been hedged (primarily via heating oil-based derivatives) with an average cap of $2.59 per gallon of jet fuel. Year to date, AMR and its U.S. competitors had successfully pushed through at least six domestic fare increases, initially targeting leisure-oriented markets and ultimately extending into some higher-yielding business routes. There has been no sign of significant demand destruction, with February passenger yields and revenue per available seat mile increasing by 5% or more at most U.S. carriers. Still, the industry's ability to recover higher fuel costs will be seriously challenged later in the year if another surge in energy prices begins to slow economic growth and curtail air travel demand. As fares rise and demand softens at the margin, American and other carriers are making adjustments to schedules. In early March, AMR announced that it would reduce its 2011 planned domestic capacity growth by one percentage point compared with January guidance. Relatively soft demand patterns in trans-Atlantic markets and in Japan may put continued pressure on AMR's unit revenue results through the remainder of the year. The airline's projected RASM growth rate in 1Q'11 of 4%-5%% lags expected unit revenue growth rates at the other U.S. network carriers. Fitch estimates that each 10-cent change in the price of jet fuel drives approximately $280 million in annual consolidated operating costs. AMR's forecast of full year 2011 jet fuel prices of $3.01 per gallon (factoring in hedge protection) will force the carrier to deliver solid annual RASM growth to offset the anticipated 30% rise in annual fuel expenses. Industry capacity cuts in the second half of the year should bolster unit revenue comparisons, but the durability of international demand strength and incremental benefits from the implemented trans-Atlantic joint business arrangement with British Airways and Iberia remain uncertain. AMR faces some uniquely difficult challenges due to its position as the U.S. legacy carrier with the highest unit labor costs. In order to move from the bottom of the pack in margin potential and cash flow generation, it needs to either deliver a larger RASM premium relative to the other legacy carriers or push unit costs lower. Neither outcome is likely in the near term as AMR is lagging the industry on RASM growth in 1Q'11 and management remains locked in a struggle with the unions over new contracts that could push labor costs still higher. With the majority of U.S. airline collective bargaining agreements amendable by 2012, AMR hopes to bridge the cost gap as pay rates at other carriers rise. AMR is facing another year of substantially negative free cash flow, and leverage is likely to move higher this year in response to fuel-driven operating weakness. Fixed cash obligations are large, with planned capex of $1.6 billion this year (about $1.1 billion of that total is tied to new aircraft deliveries) and scheduled debt maturities of $2.5 billion. Cash pension payments are expected to total $520 million this year (versus $640 million in accrued pension expense). Given these heavy cash obligations and the need to continue a multi-year fleet renewal program, AMR will not be in a position to begin reducing debt levels until solid RASM growth and moderating fuel prices push operating margins back to levels seen in 2006 and 2007 (the peak of the last demand cycle). Following its $1 billion secured debt issuance, the airline's unrestricted liquidity position is relatively strong (about 25% of annual revenues). AMR expects to report total unrestricted cash and short-term investments of about $5.7 billion at the end of March (including approximately $370 million of cash collateral posted by fuel hedge counter-parties and held by AMR). Fitch views $4.5 billion of year-end 2011 unrestricted liquidity as a likely target for the company in light of Fitch-forecasted negative FCF of $700 million or more again in 2011. AMR has been engaged in protracted, mediated negotiations with its principal unionized work groups (pilots, flight attendants and ramp workers/mechanics) since collective bargaining agreements became amendable in 2008. The unions remain steadfast in their position that the company must raise wage and benefit levels from contract rates that were put in place in 2003 as part of the airline's effort to stay out of bankruptcy. Even without pay rate increases, AMR's unit labor costs remain the highest in the industry, imposing a cost and margin penalty on the carrier that management hopes to eliminate. While a strike or other labor action still appears unlikely, particularly in light of AMR's already weak operating profile and the fact that airline collective bargaining often proceeds for years after contract amendable dates, there is nevertheless an ongoing risk of intensifying labor-management tension that could ultimately affect operations or raise the company's labor costs further. A 2010 tentative agreement with the Transport Workers Union (TWU) for a new mechanics contract was ultimately voted down by union members. Fitch does not expect significant progress toward new contracts to be made in 2011, and labor action risk will continue to hang over the credit. A downgrade to 'CC' or below could follow later in 2011 or next year if a combination of extreme fuel cost pressure (average 2011 jet fuel prices of $3.30 per gallon or higher) and weaker than expected unit revenue growth combine to erode AMR's liquidity position. A decline in unrestricted cash and short-term investment balances to less than $3.5 billion would likely lead to a negative rating action, particularly if it coincided with a period of constrained capital market access. ARYX THERAPEUTICS: Gets Default Notice Due to Missed Payments ------------------------------------------------------------- ARYx Therapeutics, on March 16, 2011, received a notice of default from Lighthouse Capital Partners V, L.P., indicating that an event of default occurred under a Loan and Security Agreement No. 4512, dated as of March 28, 2005, as amended. The Notice was the result of the Company's failure to make scheduled payments due under the Loan Agreement for the period from Dec. 1, 2010 through March 1, 2011 and the winding down of the Company's operations, each of which constitutes a material breach of the Company's obligations under the Loan Agreement. In connection with the Loan Agreement, the Company granted Lighthouse a security interest in the Company's assets, including the Company's intellectual property. In accordance with Section 9.1 of the Loan Agreement, the Notice demands the Company turn over all Collateral covered by the Loan Agreement to Lighthouse, including cash Collateral, and cease any future use of cash Collateral. The Company said it may not be able to make the payments required under the Loan Agreement, and, as previously disclosed, is currently in discussions with Lighthouse and the Company's other secured creditors to facilitate an orderly disposition of the Company's assets. However, there is no assurance the Company will reach any agreement with Lighthouse and, in such event, the Company's assets may be subject to foreclosure and seizure by Lighthouse under the terms of the Loan Agreement. The Company is also considering other alternatives, including filing a bankruptcy petition under Chapter 7 of the U.S. Bankruptcy Code. About ARYx Therapeutics Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX) -- http://www.aryx.com/-- is a biopharmaceutical company. ARYx currently has four products in clinical development: a prokinetic agent for the treatment of various gastrointestinal disorders, naronapride (ATI-7505); an oral anticoagulant agent for patients at risk for the formation of dangerous blood clots, tecarfarin (ATI-5923); an oral anti-arrhythmic agent for the treatment of atrial fibrillation, budiodarone (ATI-2042); and, an agent for the treatment of schizophrenia and other psychiatric disorders, ATI- 9242. The Company's balance sheet as of Sept. 30, 2010, showed $6.0 million in total assets, $13.7 million in total liabilities, and a stockholders' deficit of $7.7 million. As reported in the Troubled Company Reporter on April 9, 2010, Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following review of the Company's 2009 results, citing the Company's recurring losses from operations and stockholders' deficit. AWAL BANK: To Give Up Partnership for Release of Liability ---------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that the administrator for Awal Bank BSC filed a motion seeking approval of the sale of its interest in a limited partnership for a nominal price of $1. The partnership, called EnerTech Capital Partners III, was formed to invest in closely held energy companies. The sale, which won't be subject to an auction, is scheduled for approval in U.S. Bankruptcy Court in Manhattan on April 21. Mr. Rochelle relates that the purchaser is Hamburg-based Dritte Vermogensverwaltung Wolbern Private Equity Futur 03 GmbH. Neither the $1 purchase price nor the identity of the purchaser is set forth in the motion. Both are in the purchase agreement attached as an exhibit. According to Mr. Rochelle, the Awal administrator said the bank, based in Bahrain, committed to make $5 million in capital contributions to the EnerTech partnership. About $1.5 million in unpaid capital calls are outstanding. Mr. Rochelle notes that if the sale is approved, Awal will have no liability to EnerTech, for capital contributions or otherwise. The buyer will assume Awal's obligation to make contributions. About Awal Bank Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad Group. Awal Bank was principally an investment company that provides wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. Awal Bank was taken into administration by the Central Bank of Bahrain on July 30, 2009, after defaulting on loans. U.S. lawyers for the bank said last year that under Bahrain law, Awal's administrator had two years to decide if the bank should liquidate or be returned to management and shareholders. Stewart Hey, Esq., at Charles Russell LLP, as external administrator of Awal Bank BSC, made a voluntary petition under Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the administration proceedings. In 2010, the bank began experiencing a liquidity squeeze brought, in part, by the global economic crisis. The bank ceased to operate as a going concern since it was place into administration. Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-15518) in Manhattan on Oct. 21, 2010. The Debtor estimated $50 million to $100 million and debts in excess of $1 billion as of the petition date. The External Administrator is represented by: David J. Molton, Esq. BROWN RUDNICK LLP 7 Times Square New York, NY 10036 Telephone: 212-209-4800 Facsimile: 212-209-4801 E-mail: dmolton@brownrudnick.com - and - Sunni P. Beville, Esq. Robert L. Harris, Esq. Rebeccca L. Fordon, Esq. Nicolas M. Dunn, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: 617-856-8200 Facsimile: 617-856-8201 E-mail: sbeville@brownrudnick.com rharris@brownrudnick.com rfordon@brownrudnick.com ndunn@brownrudnick.com BANK OF COMMERCE: Closed; Advantage Nat'l Bank Assumes Deposits --------------------------------------------------------------- The Bank of Commerce of Wood Dale, Ill., was closed on Friday, March 25, 2011, by the Illinois Department of Financial & Professional Regulation-Division of Banking, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Advantage National Bank Group of Elk Grove Village, Ill., to assume all of the deposits of The Bank of Commerce. The sole office of The Bank of Commerce will reopen during normal business hours as a branch of Advantage National Bank Group. Depositors of The Bank of Commerce will automatically become depositors of the assuming bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of The Bank of Commerce should continue to use their existing branch until they receive notice from Advantage National Bank Group that it has completed systems changes to allow other Advantage National Bank Group branches to process their accounts as well. As of Dec. 31, 2010, The Bank of Commerce had around $163.1 million in total assets and $161.4 million in total deposits. In addition to paying a premium of 0.10% to assume all of the deposits of the failed bank, Advantage National Bank Group agreed to purchase essentially all of the failed bank's assets. The FDIC and Advantage National Bank Group entered into a loss- share transaction on $145.7 million of The Bank of Commerce's assets. Advantage National Bank Group will share in the losses on the asset pools covered under the loss-share agreement. The loss- share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-591-2916. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/bankofcommerce.html As part of this transaction, the FDIC will acquire a value appreciation instrument. This instrument serves as additional consideration for the transaction. The FDIC estimates that the cost to the Deposit Insurance Fund will be $41.9 million. Compared to other alternatives, Advantage National Bank Group's acquisition was the least costly resolution for the FDIC's DIF. The Bank of Commerce is the 26th FDIC-insured institution to fail in the nation this year, and the third in Illinois. The last FDIC-insured institution closed in the state was Valley Community Bank, St. Charles, on Feb. 25, 2011. BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Barclay Business, LLC dba The Barclay 2104 Shadowbrook Drive Wall, NJ 07719 Bankruptcy Case No.: 11-18405 Chapter 11 Petition Date: March 21, 2011 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: Allen I. Gorski, Esq. TEICH GROH 691 State Highway 33 Trenton, NJ 08619-4407 Tel: (609) 890-1500 E-mail: agorski@teichgroh.com Scheduled Assets: $309,500 Scheduled Debts: $5,740,548 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb11-18405.pdf The petition was signed by Stephen Vita, managing member. BBB ACQUISITION: Court Extends Solicitation Period Until April 21 ----------------------------------------------------------------- Judge Peter J. McNiff extended BBB Acquisition, LLC's exclusive period to solicit acceptances of its Plan of Reorganization through and including April 21, 2011, over the objection by the Dillard Family Trust. The United States Trustee filed a Notice of No Objection. In granting the extension, the Court held that: (1) the case may involve a substantial amount of money, but the assets are three parcels of real estate that are currently listed with a real estate broker for sale. It is not that complex of a case; (2) the Debtor needed time to amend its Disclosure Statement based upon the objections filed by the Dillard Family Trust; (3) the Debtor has showed progress toward reorganization as the record does not reflect that the Debtor is unnecessarily stalling the case; (4) the Debtor appears to be paying its debts as they become due; (5) the viability of the plan has not been before the court and therefore this element is not applicable; (6) the bankruptcy petition was filed Aug. 24, 2010. This is not an unreasonable time for the administration of a chapter 11 case. (7) the Debtor is not seeking the extension to pressure creditors as it appears that the Dillard Trust has initiated and responded to all pleadings in the case. (8) the unresolved contingency in the case is the issue that brought the Debtor into bankruptcy in the first place and that is the pending civil action that is under appeal. The Court, however, expressed concern about the erosion of the Debtor's assets to pay administrative expenses and the necessity of those expenses. The Court warned that additional requests to extend the exclusivity periods further may not be sustainable or allowed. The Debtor on March 1 amended the disclosure statement explaining its Plan of Reorganization. The Plan was filed Nov. 22, 2010. An evidentiary hearing is scheduled for April 26, 2011, at 9:30 a.m. to consider approval of the Amended Disclosure Statement. As reported by the Troubled Company Reporter on Jan. 20, 2011, the Bankruptcy Court denied, without prejudice, the disclosure statement explaining BBB Acquisition's Plan, citing areas that are insufficient. Under the original Plan, Reorganized BBB will be responsible for administering the Plan and making distributions to the remaining creditors. Reorganized BBB will also continue the operation of its business in the same fashion as it did prior to the Petition Date. The members making up to the Class 7 equity interests in the Debtor will retain their ownership interest. Creditors holdings allowed unsecured claims -- under Class 6 -- will receive their pro rata share of distributions on a quarterly basis from the creditor fund after payment of allowed administrative claims, allowed general priority claims, allowed convenience class claims and the allowed Fifth Third Claim until paid in full, plus simple interest at the rate of 4% per annum, calculated from the Petition Date. Payment of allowed Class 6 Claims will be made from funds generated from the sale of real estate within the Bar-B-Bar Ranch in Teton County, Wyoming. Holders of unsecured claims classified as convenience claims -- under Class 5 -- will be paid in full on the distribution date. Holders of Class 5 claims will receive cash in an amount equal to their allowed claim, without interest, not exceeding $2,500 on the distribution date. A copy of the Disclosure Statement dated Nov. 22 is available for free at http://bankrupt.com/misc/BBBAcquisition_DS.pdf About BBB Acquisition BBB Acquisition, LLC, in Cincinnati, Ohio, filed for Chapter 11 bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010, represented by Brent R. Cohen, Esq. -- bcohen@rothgerber.com -- and Chad S. Caby, Esq. -- ccaby@rothgerber.com -- at Rothgerber Johnson & Lyons LLP in Denver, Colorado. The Debtor disclosed $57,239,218 in assets and $35,613,501 in liabilities. BERNARD L. MADOFF: Jaffe Appeals Denial of $550 Million Deal ------------------------------------------------------------ Bankruptcy Law360 reports that Robert Jaffe, a close associate of Bernard L. Madoff and son-in-law of philanthropist Carl Shapiro, is appealing a New York bankruptcy judge's ruling denying his request to enforce a $550 million settlement with the Madoff trustee and to stop suits brought by investors. Law360 relates that Mr. Jaffe appealed his case to the U.S. District Court for the Southern District of New York after Judge Burton L. Lifland of the U.S. Bankruptcy Court for the Southern District. 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: Investor Group Seeks Removal of Trustee ---------------------------------------------------------- Bankruptcy Law360 reports that a group of investors called Wednesday for the immediate removal of Irving H. Picard as the trustee overseeing the bankruptcy of Bernard L. Madoff's securities firm, saying he couldn't be trusted because of his pattern of secrecy and sweetheart deals. The investors, led by Marsha Peshkin and represented by Becker & Poliakoff PA, filed the brief in the U.S. Bankruptcy Court for the Southern District of New York, according to Law360. 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. BIG WHALE: Owner of 49 Milwaukee Properties in Ch. 11 ----------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Big Whale LLC sought bankruptcy protection under Chapter 11 just after being formed to take title to 49 residential and commercial properties in Milwaukee. The Debtor's properties together have 138 units and a combined $12.4 million in mortgage debt. They are valued at $12.1 million in the petition. The mortgages are owed to five different lenders. The banks with the largest loans are M&I Marshall & Ilsley Bank and Waterstone Bank. Assets total $12.3 million, with debt at $13.6 million, according to the petition. Bankruptcy resulted from the economic slowdown, which depressed rental income, Mr. Rochelle said, citing a court paper. According to court filings, before bankruptcy, the properties were owned by companies controlled by brother and sister Steve and Debra Linder. They decided that having one company own all the properties would "simplify its Chapter 11 filing and reduce costs." The Bloomberg report discloses that to use rental income, Big Whale proposes to give lenders new liens on the same property that is already their collateral, plus specified cash payments each month. Mr. Rochelle notes that Chief U.S. Bankruptcy Judge Barbara J. Houser in Dallas dismissed a Chapter 11 case in February for a company called FRE Real Estate Inc. It had been formed shortly before bankruptcy to consolidate ownership that was spread among several affiliated companies. Judge Houser said the company offered no "good business justification" for transferring ownership. The Big Whale, LLC, sought Chapter 11 protection (Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011. Justin M. Mertz, Esq., at Kerkman & Dunn, in Milwaukee, Wisconsin, serves as counsel to the Debtor. The Debtor estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt ------------------------------------------------------------ Bingo.com, Ltd., filed on March 22, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Davidson & Company, in Vancouver, Canada, expressed substantial doubt the Company's ability to continue as a going concern. The independent auditors noted that the Company generated negative cash flows from operating activities during the past year, and has an accumulated deficit of approximately $14,330,573 for the year ended Dec. 31, 2010. The Company reported a net loss of $878,972 on $1.8 million of revenue for 2010, compared with a net loss of $1.2 million on $5.8 million of revenue for 2009. A complete text of the Form 10-K is available for free at: http://is.gd/oJhp1m Based in Anguilla, British West Indies, Bingo.com, Ltd., owns and markets a bingo-based Web portal designed to provide a variety of Internet based games plus other forms of entertainment, including an online community, chat rooms, and more. The Company was originally incorporated in the State of Florida on Jan. 12, 1987. BIOFUEL ENERGY: Thomas Edelman Discloses 11.0% Equity Stake ----------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Thomas J. Edelman disclosed on March 23 that he beneficially owns these securities of BioFuel Energy Corp: Equity Amount Class Stake ------ ----- ------ 11,383,077 Common Stock 11.0% 1,156,834 Class B Common Stock 6.0% 12,539,911 Common Stock & Class B 10.2% As of March 15, 2011, the Company had 103,736,236 shares of Common Stock issued and outstanding and 19,328,132 shares of Class B Common Stock issued and outstanding, based upon information provided by the Issuer. The total number of shares of Common Stock and shares of Class B Common Stock issued and outstanding as of March 15, 2011, was 123,064,368. Mr. Edelman, on March 23, 2011, filed a Form 3 with SEC disclosing that he directly owns 10,068,422 shares of common stock and 5,487,689 shares of Class B common stock of the Company. Mr. Edelman added that he beneficially owns 471,690 shares of common stock purchased by his spouse and family trusts. About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. The Company's balance sheet at Sept. 30, 2010, showed $329.7 million in total assets, $274.6 million in total liabilities, and stockholders' equity of $55.1 million. As reported in the Troubled Company Reporter on March 31, 2010, Grant Thornton LLP, in Denver, 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 experienced declining liquidity and has $16.5 million of outstanding working capital loans that mature in September 2010. "If we are unable to raise sufficient proceeds from the rights offering, the LLC's concurrent private placement, or from other sources, we may be unable to continue as a going concern, which could potentially force us to seek relief through a filing under the U.S. Bankruptcy Code," the Company said in its Form 10-Q for the third quarter of 2010. BIOJECT MEDICAL: Incurs $1.47 Million Net Loss in 2010 ------------------------------------------------------ Bioject Medical Technologies Inc. reported a net loss of $43,000 on $1.71 million of revenue for the three months ended Dec. 31, 2010, compared with a net loss of $379,000 on $1.49 million of revenue for the same period during the prior year. The Company also reported a net loss of $1.47 million on $5.57 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.08 million on $6.69 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.67 million in total assets, $3.29 million in total liabilities and $381,000 in shareholders' equity. "While the challenges of lower revenue for the year negatively impacted our operating loss, we are encouraged that revenue and product sales increased in the fourth quarter of 2010 as compared to the prior year-ago time period as well as the previous quarter," said Ralph Makar, Bioject's President and Chief Executive Officer. "Available cash on hand remains as a major concern and we continue to explore additional ways to improve our cash and cash flow, including enhancing our supply chain management processes with one of our key customers," said Ralph Makar. "We believe that the strategic investments made during 2010 to secure new business may begin to yield results during 2011 and those, combined with a number of unexpected orders received in 2011, may provide the extra resources necessary to help us overcome the challenges which still lie ahead," indicated Mr. Makar. A full-text copy of the press release announcing the financial results is available for free at http://is.gd/FNd0qO About Bioject Medical Bioject Medical Technologies Inc. (OTCBB: BJCT) -- http://www.bioject.com/-- based in Portland, Oregon, is an innovative developer and manufacturer of needle-free injection therapy systems. The Company is focused on developing mutually beneficial agreements with leading pharmaceutical, biotechnology, and veterinary companies. * * * Moss Adams LLP, in Portland, Oregon, which audited the Company's 2009 results, expressed substantial doubt about the Company's ability to continue as a going concern. The auditor noted that the Company has suffered recurring losses, has had significant recurring negative cash flows from operations, and has an accumulated deficit. BIOLASE TECHNOLOGY: Files Form 10-K, Posts $12-Mil. Net Loss ------------------------------------------------------------ Biolase Technology Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting a net loss of $12.02 million on $24.58 million of products and services revenues for the year ended Dec. 31, 2010, compared with a net loss of $2.95 million on $42.14 million of products and services revenues during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $18.14 million in total assets, $21.19 million in total liabilities and a $3.05 million total stockholders' deficit. BDO USA, LLP raised substantial doubt about the Company's ability to continue as a going concern. The accounting firm noted that the Company has suffered recurring losses from operations, has had declining revenues and has a working capital deficit at Dec. 31, 2010. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/QTIhnj About BIOLASE Technology Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI) -- http://www.biolase.com/-- is a dental laser company. The Company develops, manufactures and markets Waterlase technology and lasers and related products that advance the practice of dentistry and medicine. BIONEUTRAL GROUP: Reports $550,815 Net Loss in Jan. 31 Quarter -------------------------------------------------------------- BioNeutral Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $550,815 on $1,314 of revenue for the three months ended Jan. 31, 2011, compared with a net loss of $1.49 million on $0 revenue for the three months ended Jan. 31, 2010. The Company's balance sheet at Jan. 31, 2010, showed $11.47 million in total assets, $3.95 million in total liabilities, and stockholders' equity of $7.52 million. Marcum, LLP, in New York City, expressed substantial doubt about BioNeutral Group's ability to continue as a going concern, following the Company's results for the fiscal year ended Oct. 31, 2010. The independent auditors noted that the Company had a working capital deficiency of approximately $1.80 million for the year ended Oct. 31, 2010 and accumulated deficit of approximately $49.76 million as of Oct. 31, 2010. A complete text of the Form 10-Q is available at http://is.gd/C8VTh9for no charge. Newark, N.J.-based BioNeutral Group, Inc. (OTC BB: BONU) -- http://www.bioneutralgroup.com/-- is a specialty technology- based life science company which has developed a technology platform that neutralizes harmful environmental contaminants, toxins and dangerous micro-organisms including bacteria, viruses, mold, fungi and spores. BORDERS GROUP: Store Closing Sales at 24 Stores Ongoing ------------------------------------------------------- Under authority of the U.S. Bankruptcy Court, store closing sales began Thursday at 26 Borders book stores in 14 states. Nearly $50 million of inventory including books, magazines, music and movie media, calendars, posters and more will be liquidated. Discounts from 20% to 40% with limited exceptions are offered on all merchandise at these newly announced locations. Consumers will enjoy very substantial savings on the entire stock of books in every category, including new releases, best sellers, textbooks, rare and collectible books and children's books. There are also significant price reductions on thousands of music CDs, video DVDs and Blu-Ray, arts and crafts items, language learning systems, games, puzzles and more. Borders Rewards programs, including Borders Rewards Plus, remain in effect. Customers can continue to earn and redeem their Rewards in all stores and on Borders.com. Gift cards will also be honored as usual. The liquidation of inventory and store fixtures is being managed by a joint venture composed of Hilco Merchant Resources, LLC, Gordon Brothers Group, SB Capital Group, LLC, and Tiger Capital Group. A spokesperson for the joint venture said, "This is an important opportunity for consumers to benefit from very compelling discounts on a vast assortment of literature, entertainment media and much more. Based on the tremendous response to the store closing sales already underway at 200 other Borders locations, we believe that today's value conscious consumers will take advantage of the exciting savings at these new locations. We anticipate that this will be a short sale." About Hilco Merchant Resources, LLC Based in Northbrook, IL, Hilco Merchant Resources -- http://www.hilcomerchantresources.com/-- provides a wide range of analytical, advisory, operational, asset monetization and capital investment services to help retailers define and execute strategic initiatives. Hilco can acquire, co-invest in or facilitate the merger of retail operations; purchase or otherwise dispose of duplicative stores, underperforming divisions, unnecessary distribution centers, inventory, owned real estate, leases, and furniture, fixtures and equipment. Hilco also provides retail restructuring services, interim store management, loss prevention services, marketing and advertising management, merchandising management, and strategic store opening programs. About Gordon Brothers Group Founded in 1903, Gordon Brothers Group -- http://www.gordonbrothers.com-- is a global advisory, restructuring and investment firm specializing in the retail, consumer products, industrial and real estate sectors. Gordon Brothers Group maximizes value for both healthy and distressed companies by purchasing or selling all categories of assets, appraising assets, providing debt financing, making private equity investments, and operating businesses for extended periods. Gordon Brothers Group conducts over $50 billion in transactions and appraisals annually. About SB Capital Group SB Capital Group -- http://www.sbcapitalgroup.com-- a Schottenstein affiliate, is a leader in the field of asset recovery, rescue finance, restructuring and strategic store closing events. As equity stakeholders in businesses comprising sectors as diversified as retail enterprises, consumer products, franchising, licensing and real property, SB Capital Group leverages resources and depth of experience to provide services with applicability across a wide spectrum of industries. Recognized worldwide as a trusted partner for businesses and professionals, SB Capital Group's participation in transactions that span the globe has solidified a reputation as one of the most creative and innovative financial service and asset realization firms in existence today. Discover more at About Tiger Capital Group Tiger Capital Group -- http://www.tigergroupllc.com/--specializes in the planning, promotion, and management of store-closing events in connection with mergers, acquisitions, downsizing, corporate divestitures and Chapter 11 proceedings. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BRL, LLC: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------ Debtor: BRL, LLC 1941 Greenspring Drive Timonium, MD 21093 Bankruptcy Case No.: 11-15870 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Dennis King, Esq. DANOFF & KING, P.A. 409 Washington Avenue, Suite 810 Towson, MD 21204 Tel: (410) 583-1686 Fax: (410) 583-1514 E-mail: dking@dkhlaw.com Scheduled Assets: $1,401,760 Scheduled Debts: $943,393 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/mdb11-15870.pdf The petition was signed by James Riffin, managing member. BROWN PUBLISHING: Modifies Compensation Scheme for K&L Gates ------------------------------------------------------------ The Brown Publishing Company, Brown Media Holdings Company and their debtor-subsidiaries ask the Bankruptcy Court for an order modifying, nunc pro tunc to Feb. 18, 2011, a prior order granting their application to employ K&L Gates LLP as bankruptcy counsel to allow K&L Gates to be paid, on a contingent fee basis for services performed in connection with certain affirmative recoveries which may be obtained by the Debtors or their estates. The Debtors, the Official Committee of Unsecured Creditors and PNC Bank, N.A., as agent for the Debtors' prepetition secured first lien lenders have reached an agreement regarding a global resolution of the primary outstanding issues in the cases, including the adversary proceeding commenced by the Committee against the First Lien Lenders entitled The Official Committee of Brown Publishing Company, et al. v. PNC Bank, N.A., et al. (Adv. Pro. No. 10-8300). Among the terms of the settlement is the imposition of a limit on the amount of fees to be paid to the Debtors' and the Committee's counsel and financial advisors, which has been incorporated into the Debtors' First Amended Joint Chapter 11 Plan of Liquidation and accompanying Disclosure Statement, filed on March 4, 2011. If the aggregate amount of the allowed claims of the professionals employed in the Chapter 11 Cases pursuant to Sections 327, 328, 1103 or otherwise of the Bankruptcy Code, net of (i) any sums previously received, and unapplied retainers held, by the Retained Professionals, exceeds the Professional Fee Cap, each of the Main Professionals will defer or waive payment of its Allowed Professional Fee Claim in an amount equal to the product of the Professional Fee Shortfall multiplied by a fraction, the numerator of which will be the Main Professional's Allowed Professional Fee Claim and the denominator of which will be the total of all of the Main Professionals Allowed Professional Fee Claims, until the date when distributions are made to holders of Allowed Class 3 General Unsecured Claims under the First Amended Plan by the disbursing agent, at which point the deferred amounts will be paid in full to the extent of the remaining 30% of each dollar of any additional net proceeds -- GUC 30%. If, on the Final Distribution Date, the GUC 30% is not sufficient to enable a liquidating trustee to pay the Professional Fee Shortfall in full, then the unpaid Professional Fee Shortfall of each Main Professional will be paid out of the GUC 30% pro rata in the proportion that each Main Professional's unpaid Professional Fee Shortfall bears to the total unpaid Professional Fee Shortfall. Any portion of the Professional Fee Shortfall remaining unpaid after the Final Distribution Date and the exhaustion of the GUC 30% will be deemed to have been waived. Under the terms of the agreement, the Debtors, the Committee and PNC have agreed that, in return for its agreement to conclude the administration of the Debtors' estates notwithstanding the imposition of the Fee Cap, K&L Gates will be entitled to recover, on a contingent fee basis, for affirmative recoveries -- other than vehicle or real estate sales, utility deposits, accounts receivable recovered without litigation and the Committee's litigation against the Debtors' prepetition secured first lien lenders -- expressly including the security deposit posted by Brown Media Corporation, obtained by the Debtors or their estates from and after Feb. 18, 2011. According to the Debtors, due to the unanticipated length and complexities of their cases, K&L Gates and the other Main Professionals have already incurred fees and expenses in excess of the Fee Cap. Although K&L Gates has agreed to complete the administration of the case subject to the Fee Cap, the Debtors, the First Lien Lenders and the Committee have agreed that an alternative arrangement is necessary and appropriate to compensate K&L Gates for the legal work that it performs on behalf of the Debtors and their estates in obtaining affirmative recoveries for the benefit of the estates creditors. K&L Gates has proposed to be compensated on a contingent fee basis with respect to the affirmative recoveries that it obtains on behalf of the Debtors or their estates with respect to matters K&L Gates elects to take on, as follows: (a) For preference actions pursuant to 11 U.S.C. Sec. 547, K&L Gates would charge contingent fees with respect to affirmative recoveries in the amount of (i) 17% of all gross collections on cases settled prior to the filing of a complaint, (ii) 26% of all gross collections recovered after commencement of suit and at least 31 days before the earlier of (x) a scheduled trial and (y) the initial scheduled return date of a motion for a default or summary judgment and (iii) 30% of all gross collections recovered after commencement of suit and less than 31 days before the earlier of (x) a scheduled trial or (y) the initial scheduled return date of a motion for a default or summary judgment. (b) For all other claims including, without limitation, all avoidance actions pursuant to Chapter 5 of the Bankruptcy Code other than preference actions pursuant to 11 U.S.C. Sec. 547, and all other claims and causes of action, if any, K&L Gates would charge contingent fees with respect to affirmative recoveries in the amount of (i) 20% of all gross collections on cases settled prior to the filing of a complaint, (ii) 29% of all gross collections recovered after commencement of suit and more than 61days before the earlier of (x) a scheduled trial and (y) the initial scheduled return date of a motion for a default or summary judgment and (iii) 33% of all gross collections recovered after commencement of suit and less than 61 days before the earlier of (x) a scheduled trial or (y) the initial scheduled return date of a motion for a default or summary judgment. In the event preference and non-preference claims are asserted against the same defendant, the contingent fee on all claims, including preference claims, would be charged at the rate applicable to non-preference claims. Disbursements would be paid directly by the Debtors estates or any liquidating trust established pursuant to a Chapter 11 plan of liquidation that is confirmed by the Court, or upon invoice, regardless of recovery, and would not be subject to any contingency or level of recovery. A hearing on the request is slated for April 5, 2011. Objections are due March 29. About Brown Publishing The Brown Publishing Company, Brown Media Holdings Company and their subsidiaries filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1, 2010. BPC estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. Edward M. Fox, Esq., and Eric T. Moser, Esq., at K&L Gates LLP, serve as counsel for the Debtors. BPC is a privately held community news and information corporation, organized under the laws of the State of Ohio that, prior to the sale of its assets, had been one of the largest newspaper publishers in Ohio, and also operated publications in Illinois, South Carolina, Texas and Utah. On Sept. 3, 2010, the Debtors completed the sale of substantially all of their assets. Brown Publishing sold most of its assets to Ohio Community Media LLC, which was formed by the Company's lenders, for about $21.8 million. Brown Publishing's New York newspaper group, Dan's Papers Inc., was sold to Dan's Papers Holdings LLC for about $1.8 million. BROWN PUBLISHING: Amended Plan Earmarks $275T for Unsecureds ------------------------------------------------------------ The Brown Publishing Company, Brown Media Holdings Company and their debtor-subsidiaries on March 4, 2011, filed (a) First Amended Joint Chapter 11 Plan of Liquidation of The Brown Publishing Company, Brown Media Holdings Company, and Their Respective Debtor Affiliates and Subsidiaries; and (b) First Amended Disclosure Statement in Support of First Amended Joint Chapter 11 Plan of Liquidation of The Brown Publishing Company, Brown Media Holdings Company, and Their Respective Debtor Affiliates and Subsidiaries. Hearings to consider approval of the First Amended Disclosure Statement and confirmation of the First Amended Plan are currently scheduled to occur on April 5 and May 24, respectively. The Debtors, the Official Committee of Unsecured Creditors and PNC Bank, N.A., as agent for the Debtors' prepetition secured first lien lenders have reached an agreement regarding a global resolution of the primary outstanding issues in the cases, including the adversary proceeding commenced by the Committee against the First Lien Lenders entitled The Official Committee of Brown Publishing Company, et al. v. PNC Bank, N.A., et al. (Adv. Pro. No. 10-8300). The deal is incorporated in the Amended Plan. Under the First Amended Plan, up to $275,000 would be set aside for the sole benefit of the holders of Class 3 General Unsecured Claims other than the First Lien Lenders -- GUC Gift -- which will be funded out of the proceeds generated by the sale or other disposition of the assets remaining in the Debtors' estates on the effective date of the First Amended Plan. Once the GUC Gift has been fully funded and a $620,000 cash advance that the Debtors' prepetition secured first lien lenders have agreed to provide to the liquidating trustee on the effective date has been repaid, 70% of each dollar of any additional net proceeds realized from the disposition of the Remaining Assets will be paid to the First Lien Lenders on account of their deficiency claim. The remaining 30% of each dollar of any additional net proceeds -- GUC 30% -- will be used (i) first to satisfy the Professional Fee Shortfall, if any, until paid in full and (ii) thereafter to be paid into a segregated account -- GUC Account -- and held until the Final Distribution Date for distribution to the holders of Class 3A General Unsecured Claims. About Brown Publishing The Brown Publishing Company, Brown Media Holdings Company and their subsidiaries filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1, 2010. BPC estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. Edward M. Fox, Esq., and Eric T. Moser, Esq., at K&L Gates LLP, serve as counsel for the Debtors. BPC is a privately held community news and information corporation, organized under the laws of the State of Ohio that, prior to the sale of its assets, had been one of the largest newspaper publishers in Ohio, and also operated publications in Illinois, South Carolina, Texas and Utah. On Sept. 3, 2010, the Debtors completed the sale of substantially all of their assets. Brown Publishing sold most of its assets to Ohio Community Media LLC, which was formed by the Company's lenders, for about $21.8 million. Brown Publishing's New York newspaper group, Dan's Papers Inc., was sold to Dan's Papers Holdings LLC for about $1.8 million. BROWN PUBLISHING: Seeks May 24 Extension of Solicitation Period --------------------------------------------------------------- The Brown Publishing Company, Brown Media Holdings Company and their debtor-subsidiaries ask the Bankruptcy Court to approve a stipulation and order further extending the period in which the Debtors have the exclusive right to solicit acceptances of a Chapter 11 plan by 49 days through and including May 24, 2011. On March 4, 2011, the Debtors filed (a) First Amended Joint Chapter 11 Plan of Liquidation of The Brown Publishing Company, Brown Media Holdings Company, and Their Respective Debtor Affiliates and Subsidiaries; and (b) First Amended Disclosure Statement in Support of First Amended Joint Chapter 11 Plan of Liquidation of The Brown Publishing Company, Brown Media Holdings Company, and Their Respective Debtor Affiliates and Subsidiaries. The hearing to consider approval of the First Amended Disclosure Statement and the hearing to consider confirmation of the First Amended Plan are currently scheduled to occur on April 5, 2011 and May 24, 2011, respectively. The Debtors, the Committee and PNC have reached a preliminary agreement regarding a global resolution of the primary outstanding issues in these cases and the adversary proceeding commenced by the Committee against the Debtors' prepetition secured first lien lenders (Adv. Pro. No. 10-8300), with the ultimate goal of achieving the consensual confirmation of a Chapter 11 plan. The Debtors said that extending the Exclusive Solicitation Period through and including May 24 would avoid the possibility of the filing of any competing plans prior to the Confirmation Hearing and allow the Court to confirm a plan that reflects the terms agreed upon by the Debtors, the Committee and PNC, which is in the best interests of the Debtors, their estates and creditors, as the Committee and PNC have acknowledged by consenting to such an extension. About Brown Publishing The Brown Publishing Company, Brown Media Holdings Company and their subsidiaries filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1, 2010. BPC estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. Edward M. Fox, Esq., and Eric T. Moser, Esq., at K&L Gates LLP, serve as counsel for the Debtors. BPC is a privately held community news and information corporation, organized under the laws of the State of Ohio that, prior to the sale of its assets, had been one of the largest newspaper publishers in Ohio, and also operated publications in Illinois, South Carolina, Texas and Utah. On Sept. 3, 2010, the Debtors completed the sale of substantially all of their assets. Brown Publishing sold most of its assets to Ohio Community Media LLC, which was formed by the Company's lenders, for about $21.8 million. Brown Publishing's New York newspaper group, Dan's Papers Inc., was sold to Dan's Papers Holdings LLC for about $1.8 million. C0NSTRUCTORA RIVAS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: C0nstructora Rivas Inc. HC 01 Box 2484-A Morovis, PR 00687 Bankruptcy Case No.: 11-02382 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Wanda I. Luna Martinez, Esq. LUNA LAW OFFICES PMB 389 P.O. Box 194000 San Juan, PR 00919-4000 Tel: (787) 998-2356 Fax: (787) 200-8837 E-mail: quiebra@gmail.com Scheduled Assets: $3,532,236 Scheduled Debts: $3,682,280 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/prb11-02382.pdf The petition was signed by Jose A. Rivas Perez, president. CANBERRA HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating ----------------------------------------------------------- Moody's Investors Service has assigned a B2 corporate family rating to Canberra Holdings II Corporation, the entity associated with The Carlyle Group and Macquarie Group under which the proposed first lien credit facility will be issued to fund, in part, the proposed LBO of Redflex Holding Limited. Concurrently, Moody's has assigned a Ba3 rating to the proposed $215 million first lien credit facilities. The rating outlook is stable. These ratings have been assigned subject to completion of the LBO and review of final documentation: -- B2 Corporate Family Rating; -- B2 Probability of Default Rating: -- Ba3 (LGD3, 31%) on the proposed $20 million first lien revolving credit facility due 2016; -- Ba3 (LGD3, 31%) on the proposed $175 million first lien term loan B due 2017; and -- Ba3 (LGD3, 31%) on the proposed $20 million first lien delayed draw term loan due 2017. On Feb. 21, 2011, Redflex signed a Scheme Implementation Agreement under which it would be acquired for approximately $365 million by The Carlyle Group and Macquarie Group. Proposed financing for the transaction is expected to include the $175 million first lien term loan, a $75 million second lien term loan due 2018 (unrated), a $25 million Holdco PIK note due 2021 (unrated) and equity contributions by the sponsors. Ratings Rationale The B2 CFR is supported by Redflex's high EBITDA margins, the predictability of its revenues and long tenured customer base as well as some highly visible growth prospects. These factors are balanced against a relatively aggressive initial capitalization, with leverage of roughly 5.5x, and high upfront costs to build new transportation safety camera systems. Redflex maintains a market leading position in the construction, daily operation and maintenance of municipal traffic safety systems in roughly 20 states throughout the United States. These systems have increasingly gained acceptance throughout the country due in large part to the their ability to improve public safety, the low cost to implement and the consistent revenue proposition they provide to the municipalities. Redflex has been a beneficiary of this growing demand and Moody's expect this trend to continue given the strength of its market position. Moody's anticipates that growth over the next two years in both the U.S., where Redflex bears the cost to build the system, and internationally, where Redflex generally installs the system and sells it to the government, will be funded through a combination of internally generated cash flow and proceeds from the proposed $20 million delayed draw term loan. The current ratings anticipate that the proposed revolver will remain largely undrawn over this timeframe. The stable outlook reflects Moody's expectation that leverage will remain high over the intermediate term as the company allocates cash flow to growth initiatives. Further, Redflex is expected to manage its growth within the constraints of its existing liquidity profile. The Ba3 ratings on the proposed first lien facilities reflect their first lien on substantially all of Redflex's U.S. assets and their seniority in the capital structure relative to the second lien term loan and the Holdco PIK note. The ratings also benefit from the flexibility afforded by Redflex's ability to PIK a portion of the second lien interest (and at times all of the second lien interest) and all of the interest associated with the Holdco PIK Notes. Covenants are expected to include both leverage and interest coverage ratios set with adequate cushion. Moody's would view excessive reliance by Redflex on its revolver to fund growth as inconsistent with the current ratings and outlook. If such behavior persisted, ratings pressure would likely build. Further, the loss of a material contract or leverage sustained above 5.5x for an extended period could have negative rating implications. A ratings upgrade is not viewed as likely in the near term given the current leverage profile. A commitment to leverage below 4.0x coupled with a conservative liquidity profile would be viewed positively. Redflex, located in Phoenix, Arizona and Melbourne, Australia, is a global traffic safety camera systems company that operates through two divisions. The U.S. division (77% of sales) is a leading photo enforcement owner and operator under a BOOM (build, own, operate, maintain) model. The international division (23% of sales) sells camera hardware, back-office processing equipment and software to cities, states and countries globally. The U.S. business is is viewed as more stable and generates substantially higher margins than the international business. Revenue for the twelve months ending Dec. 31, 2010, were roughly $131 million. CAPITOL HILL: Pillsbury Fights for Expenses from Malpractice Suit ----------------------------------------------------------------- Bankruptcy Law360 reports that Pillsbury Winthrop Shaw Pittman LLP argued on appeal Tuesday that Capitol Hill Group owes the firm expenses it incurred defending itself against the developer's legal malpractice suit, saying the action breached an agreement the long-time adversaries inked during CHG's bankruptcy case. As reported by the Troubled Company Reporter on September 29, 2010, the Bankruptcy Court denied a motion for summary judgment filed by Pillsbury. In a memorandum decision, Judge Teel said an agreement by Capitol Hill not to oppose Shaw Pittman's applications for attorney's fees billed prior to Dec. 15, 2003, required only that the company won't contest the firm's fee applications for services provided through Nov. 30, 2003. The judge said the agreement did not purport to address any malpractice claims that Capitol Hill Group might later pursue against the firm even if relating to the services that were the subject of those fee applications. Capitol Hill Group commenced its bankruptcy case (Bankr. D. D.C. Case No. 02-00359) by filing a voluntary petition under chapter 11 of the Bankruptcy Code on Feb. 21, 2002, with Shaw Pittman acting as its counsel. CARPENTER CONTRACTORS: Employs Crowe Horwath as Auditors -------------------------------------------------------- Carpenter Contractors of America Inc. and CCA Midwest Inc. seek permission from the Bankruptcy Court to employ Scott L. Spencer, CPA and Crowe Horwath LLP to perform auditing services. Among other things, the firm will audit and report on the Debtors' consolidated financial statements as of and for the fiscal year ending Jan. 30, 2011. The firm will also prepare the required federal and state tax returns of the Debtors for the fiscal year ended Jan. 30, 2011. The firm attests it does not have any connection with creditors or other parties-in-interest. As a condition of representation, Crowe is waiving its $13,755 pre-petition claim. Pompano Beach, Florida-based Carpenter Contractors of America, Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on Oct. 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604). Chad P. Pugatch, Esq., serves as the Debtor's bankruptcy counsel, and Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, served as special counsel. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC, is the Debtor's as financial advisor, and Scott L. Spencer, CPA and Crowe Horwath, LLP is the Debtor's accountant for audit work. The Debtor disclosed $42,900,573 in assets and $25,861,652 in liabilities as of the Chapter 11 filing. CARPENTER CONTRACTORS: Taps Great American as Appraiser ------------------------------------------------------- Carpenter Contractors of America Inc. and CCA Midwest Inc. seek permission from the Bankruptcy Court to employ Great American Group Advisory & Valuation Services, LLC, nunc pro tunc to the agreement date of March 21, to perform appraisals for the Debtors. Carpenter Contractors seeks to employ Great American to provide a projection of gross and net values relative to the subject machinery and equipment located at the Debtor's facilities in Winterhaven, Florida; Belvidere, Illinois; and Fayetteville, North Carolina. The appraisals will be prepared in conjunction with the Debtor's Plan of Reorganization and Disclosure Statements. The firm's fee for machinery and equipment appraisal is $16,000 plus out of pocket costs not to exceed $1,000. Pompano Beach, Florida-based Carpenter Contractors of America, Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on Oct. 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604). Chad P. Pugatch, Esq., serves as the Debtor's bankruptcy counsel, and Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, served as special counsel. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC, is the Debtor's as financial advisor, and Scott L. Spencer, CPA and Crowe Horwath, LLP is the Debtor's accountant for audit work. The Debtor disclosed $42,900,573 in assets and $25,861,652 in liabilities as of the Chapter 11 filing. CASCADE BANCORP: Registers 44.54-Mil. Shares of Stock ----------------------------------------------------- Cascade Bancorp filed with the U.S. Securities and Exchange Commission a Form S-1 relating to the resale of an aggregate of up to 44,540,054 shares of the Company's common stock, of which 44,193,750 were issued to the selling stockholders in connection with an equity financing transaction in January 2011. The Company is required to file the registration statement under the terms of a Registration Rights Agreement dated Jan. 28, 2011 with the selling stockholders to register for resale the shares of common stock issued by the Company to certain investors in connection with the Private Offerings. The Company will not receive any proceeds from the sale of the shares of common stock by the selling stockholders. The Company's common stock is traded on the NASDAQ Capital Market under the symbol "CACB." The last reported sale price of the Company's common stock on the NASDAQ Capital Market on March 16, 2011 was $7.77 per share. A copy of the prospectus is available at http://is.gd/x8vslG About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. The Company's balance sheet at Dec. 31, 2010 showed $1.71 billion in total assets, $1.70 billion in total liabilities and $10.05 million in total stockholders' equity. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." As of March 31, 2010, the bank's balance sheet showed $2.088 billion in assets. The Company reported a net loss of $13.65 million on $84.98 million of total interest and dividend income for the year ended Dec. 31, 2010, compared with a net loss of $114.83 million on $106.81 million of total interest and dividend income during the prior year. CC MEDIA: 2.54MM Shares Tendered Under Executive Incentive Plan --------------------------------------------------------------- CC Media Holdings, Inc., filed with the U.S. Securities and Exchange Commission an amended Schedule TO which amends and supplements the Tender Offer Statement filed with the SEC on Feb. 18, 2011, relating to an offer to eligible officers and key employees of the Company and its direct and indirect subsidiaries, subject to specified conditions, to exchange certain non-qualified stock options to purchase shares of the Company's Class A common stock, par value $0.001 per share, issued and outstanding under the Clear Channel 2008 Executive Incentive Plan, with an exercise price equal to $36.00 per share and an expiration date on or prior to Sept. 10, 2019, for replacement options issued under the Plan, representing the right to purchase one-half of the aggregate number of shares subject to such Eligible Person's Eligible Options at an exercise price equal to $10.00. The Offer expired at 5:00 p.m., EST, on March 21, 2011. Pursuant to the Offer, Eligible Options to purchase an aggregate of 2,547,432 shares of the Company's Class A common stock were tendered and accepted, representing 91.6% of the 2,781,867 shares underlying the Eligible Options. In accordance with the terms and conditions of the Offer, on March 21, 2011, Replacement Options to purchase 1,273,741 shares of Class A common stock with an exercise price equal to $10.00 per share were retained by Eligible Persons in exchange for Eligible Options tendered and accepted, and Replacement Options to purchase 117,218 shares of Class A common stock with an exercise price of $10.00 per share were forfeited by Eligible Persons who became ineligible to participate in, or declined to participate in, the Offer. About CC Media and Clear Channel San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on- demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. CC Media has three reportable business segments: Radio Broadcasting; Americas Outdoor Advertising; and International Outdoor Advertising. Approximately half of CC Media's revenue is generated from its Radio Broadcasting segment. The Company reported a net loss of $462.8 million on $5.866 billion of revenue for the fiscal year ended Dec. 31, 2010, compared with a net loss of $4.049 billion on $5.552 billion of revenue for the fiscal year ended Dec. 31, 2009. The Company's balance sheet at Dec. 31, 2010, showed $17.480 billion in total assets, $24.685 in total liabilities, and a stockholders' deficit of $7.205 billion. * * * 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. CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which CCS Income Trust, presently known as CCS Corporation, is a borrower traded in the secondary market at 94.29 cents-on-the-dollar during the week ended Friday, March 25, 2011, an increase of 0.43 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 Nov. 5, 2014, and carries Moody's 'B2' rating and Standard & Poor's 'B' rating. The loan is one of the biggest gainers and losers among 182 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About CCS Corporation CCS Corporation is an opportunity-rich growth organization that provides energy and environmental waste management services. Focused on disciplined growth, CCS maintains its long-term comprehensive commitment to environmental stewardship by continually setting -- and raising -- industry standards. CCS services the global energy and environment sectors through four major divisions; CCS Midstream Services, CCS Energy Marketing, HAZCO Environmental & Decommissioning Services and Concord Well Servicing. CCS Corporation was formerly known as CCS Income Trust and changed its name on November 14, 2007. The company was founded in 1984 and is based in Calgary, Canada. CCS Corp. carries a 'B' long-term corporate credit rating with 'stable' outlook from Standard & Poor's Ratings Services. S&P said in August 2010 the ratings on CCS reflect S&P's view of the company's aggressive debt leverage, participation in the competitive and cyclical oilfield services market, and reliance on its customers' outsourcing requirements. S&P believes the company's market position in western Canada, stability and predictability in its operating margins, and good diversification throughout its businesses somewhat offset these weaknesses. CCS carries a 'B3' Corporate Family Rating and negative outlook from Moody's Investors Service. "The company's ability to navigate the current economic environment is substantively constrained by a highly levered capital structure and the cyclical nature of a significant portion of the company's revenues", commented Moody's analyst Terry Marshall in June 2010. "Moody's sees more downside risk to the B3 rating over the near term and anticipate any operational and cash flow improvements to occur gradually contingent on continued successful execution of business strategy. CEMTREX INC: Govil, Secretary, Owns 3 Million Common Shares ----------------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Saagar Govil, secretary and director at Cemtrex Inc., disclosed beneficial ownership of 3,000,000 shares of common stock of the Company. About Cemtrex, Inc. Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing and selling the most advanced instruments for emission monitoring of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides, etc. Cemtrex also provides turnkey services for carbon creation projects from abatement of greenhouse gases pursuant to Kyoto protocol and assists project owners in selling of carbon credits globally. The Company's products are sold to power plants, refineries, chemical plants, cement plants & other industries including federal and state governmental agencies. The Company's balance sheet at Dec. 31, 2010, showed $2.4 million in total assets, $3.2 million in total liabilities, and a stockholders' deficit of $772,180. As reported in the Troubled Company Reporter on Jan. 21, 2011, Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial doubt about Cemtrex's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has a negative equity and negative working capital. CENTER COURT: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Center Court Partners LLC 29134 Roadside Drive, Suite 103 Agoura Hills, CA 91301 Bankruptcy Case No.: 11-13715 Chapter 11 Petition Date: March 25, 2011 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Rocky Ortega, Esq. LAW OFFICE OF ROCKY ORTEGA 29134 Roadside Drive, Suite 107 Agoura Hills, CA 91301 Tel: (408) 667-4313 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Roger Meyer, managing member. Debtor's List of Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Opal Meyer Survivor's Trust -- -- 3800 Beverly Ridge Drive Sherman Oaks, CA 91423 City Lights Financial Express, Inc.-- -- 29134 Roadside Drive, Suite 106 Agoura Hills, CA 91301 Johnson Mueller Architects -- -- 1451-D Rice Avenue Oxnard, CA 93030 CHARLIE BATCH: Primerock Real Estate Fund May Pursue Collateral --------------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that according to the Pittsburgh Tribune-Review, a federal bankruptcy judge is allowing Primerock Real Estate Fund, a Pennsylvania real-estate fund owed $820,000 by Charlie Batch, 36, to continue its legal pursuit of the things that the Pittsburgh Steelers backup quarterback used as collateral to obtain a loan in November 2009. The report relates that after Mr. Batch fell through on his legal promises, the fund said it is to "goods of every nature," including sports memorabilia, jewelry, a 2006 Kawasaki personal watercraft and the assets related to Batch's living trust. The fund said it also has a stake in property that Batch owns in Munhall, Pa. According to DBR, media reports originally indicated that fund would pursue Mr. Batch's two Super Bowl rings, but a fund representative later said it hopes to strike a deal with Batch instead. Mr. Batch filed for Chapter 7 bankruptcy protection in December, estimating in court documents that he owed creditors $8.29 million but only had $2.3 million in assets. CIRCLE T PIPELINE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Circle T Pipeline, Inc. P.O. Box 811 Pounding Mill, VA 24637 Bankruptcy Case No.: 11-70556 Chapter 11 Petition Date: March 18, 2011 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Judge: William F. Stone Jr. Debtor's Counsel: Robert Tayloe Copeland, Esq. COPELAND & BIEGER, P.C. P.O. Box 1296 Abingdon, VA 24212 Tel: (276) 628-9525 Fax: (276) 628-4711 E-mail: rcopeland@copelandbieger.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vawb11-70556.pdf The petition was signed by Timothy Mark Anders. CINRAM INT'L: Bank Debt Trades at 21% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Cinram International Inc. is a borrower traded in the secondary market at 78.75 cents-on-the-dollar during the week ended Friday, March 25, 2011, a drop of 0.69 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 April 26, 2011, and carries Moody's' Caa1' rating and Standard & Poor's 'CC' rating. The loan is one of the biggest gainers and losers among 182 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Cinram International With headquarters in Toronto, Ontario, Canada, Cinram International Inc. is one of the world's largest independent manufacturers, replicators and distributors of DVDs and audio CDs. In December 2010, Moody's downgraded Cinram International's Corporate Family Rating and Probability of Default Rating to 'Caa2' and 'Caa3' from 'Caa1' to 'Caa2', respectively. The rating action was prompted by the entirely of the company's bank credit facility coming due in May 2011, and by the likelihood that the ongoing acceleration of Internet access to digital libraries also implies an accelerating decline of the company's core DVD/CD replication activities. Further, while lack of forward visibility of Cinram's revenue stream and its related uncertain sustainability have been concerns for some time, recent developments with respect to on-line library access have heightened perceived risks. As well, in addition to downgrading Cinram's CFR and PDR, given the very near term maturity of the company's credit facility, Moody's continues to maintain an SGL-4 speculative grade liquidity rating (indicating poor liquidity) and a negative ratings outlook. At the end of January 2011, Standard & Poor's lowered its long- term corporate credit rating on Cinram International Inc. three notches to 'CC' from 'CCC+' and placed all of the ratings Cinram on CreditWatch with negative implications. "These rating actions follow Cinram's announcement of a proposed refinancing and recapitalization plan for its credit facilities due May 2011, completion of which we would consider a distressed exchange offer under Standard & Poor's criteria definition," said Standard & Poor's credit analyst Lori Harris. Under the plan, lenders are asked to agree to exchange a portion of the existing first-lien secured debt into second-lien debt with a mandatory exchange into equity at Dec. 31, 2011. CIRCUIT CITY: Administrative Stub Rent Not Immediately Payable -------------------------------------------------------------- WestLaw reports that to determine when an obligation to pay rent under the Chapter 11 debtors' unexpired nonresidential leases arose, for purposes of a bankruptcy statute requiring the trustee to "timely perform" all obligations "arising from and after the order for relief" under any unexpired nonresidential lease of the debtors, the bankruptcy court had to apply the accrual method, under which an obligation to pay rent continuously arose on a daily basis for each day that the debtor possessed premises pursuant to a lease, rather than the billing method. However, while the statute gave lessors an administrative expense claim for stub rent accruing after the order for relief, it did not give them a superpriority claim for such rent and did not require immediate payment thereof. In re Circuit City Stores, Inc., --- B.R. ----, 2009 WL 7376920 (Bankr. E.D. Va.). About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008. InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases in Jan. 2009. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. CLEAR CHANNEL: Bank Debt Trades at 12% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 87.74 cents-on-the-dollar during the week ended Friday, March 25, 2011, an increase of 0.57 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 Jan. 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 182 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 its '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+' CCR on CC Media Holdings 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. CNL LIFESTYLE: Moody's Assigns 'Ba3' Rating to Senior Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service has assigned a (P)Ba3 rating to the prospective senior unsecured notes offering of CNL Lifestyle Properties, Inc. Moody's has also assigned a Ba3 corporate family rating to CNL Lifestyle. The rating outlook is stable. This is the first time Moody's has rated CNL Lifestyle. These ratings were assigned with a stable outlook: * CNL Lifestyle Properties, Inc. -- corporate family rating at Ba3; prospective senior unsecured debt rating at (P)Ba3. Ratings Rationale CNL Lifestyle is an externally-managed, publicly offered non- traded REIT, specializing in the acquisition and ownership of a diversified pool of real estate assets which include ski and mountain resorts, golf courses, attractions, marinas, senior living facilities, and other lifestyle related income-producing properties. Moody's Ba3 ratings reflect CNL Lifestyle's specialty property type focus in various assets classes that are highly dependent on consumer spending. Many of these asset classes, including ski, attractions, and marinas have high barriers to entry and benefit from positive demographic trends. However, they are also highly exposed to seasonal patterns, weather trends, and discretionary spending, all of which can be volatile. Moody's notes that the majority of CNL Lifestyle's income is derived from long term triple-net leases with its operators, which somewhat mitigates the risks. The REIT does, however, have some meaningful tenant concentrations which are of concern. Furthermore, these are highly specialized assets, which have limited alternative uses. Key credit strengths include CNL Lifestyle's modest overall leverage and strong fixed charge coverage. Liquidity is adequate for near-term growth objectives and funding needs. The REIT's primary source of capital is common equity raised through its public offerings -- its current offering ends in April 2011. As of year-end 2010, CNL Lifestyle had a sizeable $200 million cash balance, which is expected to increase modestly following the REIT's proposed $400 million unsecured bond offering. Moody's expect bond proceeds will be used to partially refinance existing secured indebtedness and fund future growth. CNL Lifestyle also has an $85 million secured revolver, which had $58 million drawn as of year-end 2010 and provides limited financial flexibility. Moody's anticipate that outstandings on the revolver will be paid down with proceeds from the unsecured offering. Moody's notes that CNL Lifestyle's unencumbered asset pool is of small size and modest quality, which somewhat limits the collateral coverage supporting the proposed senior unsecured bonds. The stable outlook reflects Moody's expectation that CNL Lifestyle Properties will maintain its conservative balance sheet metrics as it continues to grow. Moody's also expects the REIT to continue its stable operating performance coupled with adequate portfolio coverage ratios. Upward ratings movement would be likely if unencumbered assets were to increase closer to 50% of gross assets coupled with strong EBITDAR property coverage ratios. Secured debt below 10% of gross assets and reduced tenant concentration with top three tenants less than 25% of total property income would also lead to ratings improvement. A ratings downgrade would likely be precipitated by material shifts in discretionary spending impacting demand for CNL Lifestyle's properties or any significant issues with its top tenants/operators more generally. Fixed charge coverage below 3.0x on a consistent basis or any decrease in the quality or size of the unencumbered asset pool would also lead to a ratings downgrade. This is the first time Moody's has rated CNL Lifestyle Properties, Inc. CNL Lifestyle Properties, Inc. is a real estate investment trust that invests in income-producing properties with a focus on lifestyle-related industries. The REIT acquires properties and leases them primarily on a long-term, triple-net basis. COMBIMATRIX CORP: Peterson Sullivan Raises Going Concern Doubt -------------------------------------------------------------- CombiMatrix Corporation filed on March 22, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Peterson Sullivan LLP, in Seattle, Washington, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a history of incurring net losses and net operating cash flow deficits. The Company reported a net loss of $13.1 million on $3.6 million of revenue for 2010, compared with a net loss of $17.6 million on $2.6 million of revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $9.6 million in total assets, $1.4 million in total liabilities, and stockholders' equity of $8.2 million. A complete text of the Form 10-K is available for free at: http://is.gd/qQVyFu Irvine, Calif.-based CombiMatrix Corporation (NASDAQ: CBMX) -- http://www.cmdiagnostics.com/-- through its wholly owned subsidiary, CombiMatrix Diagnostics, is a CAP/CLIA certified molecular diagnostics laboratory offering comprehensive profiling of chromosomes and genes for both oncology and pre- and post- natal developmental disorders in children. COMMONWEALTH BIOTECHNOLOGIES: Holders of Common Stock Total 48 -------------------------------------------------------------- Commonwealth Biotechnologies Inc. filed with the U.S. Securities and Exchange Commission on Tuesday Amendment No. 1 on Form 15/A to withdraw the previous filing of the Form 15 filed on March 14, 2011, with respect to the Company's no par value Common Stock. The Company also notes that the previous filing incorrectly stated that there are 1,200 holders of record of the Company's common stock. As of March 22, 2011, there are 48 holders of record of the Company's common stock. A notice on Form 15 is filed with the U.S. Securities and Exchange Commission to inform the Commission of the termination of registration of a class of securities or suspension of duty to file reports. The Form 15/A is available at http://is.gd/c0Rpdz The previous Form 15 filing is available at http://is.gd/Jan5cJ About Commonwealth Biotechnologies Based in Midlothian, Virginia, Commonwealth Biotechnologies offers cutting-edge peptide research and development products and services to the global life sciences industry. CBI now operates through its Australian subsidiary, Mimotopes, Pty Ltd. Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011. Judge Kevin R. Huennekens presides over the case. Paula S. Beran, Esq., at Tavenner & Beran, PLC, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. CONOLOG CORP: Posts $2.4 Million Net Loss in Jan. 31 Quarter ------------------------------------------------------------ Conolog Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $2.4 million on $150,831 of product revenue for the three months ended Jan. 31, 2011, compared with a net loss of $10.3 million on $111,920 of product revenue for the same period ended Jan. 31, 2010. The Company's balance sheet at Jan. 31, 2011, showed $1.1 million in total assets, $861,227 in total liabilities, and stockholders' equity of $251,212. As reported in the Troubled Company Reporter on Dec. 7, 2010, WithumSmith+Brown, PC, in Somerville, New Jersey, expressed substantial doubt about Conolog's ability to continue as a going concern, following the Company's results for the fiscal year ended July 31, 2010. The independent auditors noted that the Company has had recurring losses from operations of $3.5 million and $1.6 million and used cash from operations in the amounts of $1.6 million and $1.3 million for the years ended July 31, 2010, and 2009, respectively. A complete copy of the Form 10-Q is available for free at: http://is.gd/3hN5eV Somerville, N.J.-based Conolog Corporation is in the business of design, manufacturing and distribution of small electronic and electromagnetic components and subassemblies for use in telephone, radio and microwave transmissions and reception and other communication areas. The Company's products are used for transceiving various quantities, data and protective relaying functions in industrial, utility and other markets. The Company's customers include primarily industrial customers, which include power companies located primarily throughout the United States, and various branches of the military. CONVERSION SERVICES: Incurs $771,753 Net Loss in 2010 ----------------------------------------------------- Conversion Services International, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $771,753 on $17.72 million of revenue for the year ended Dec. 31, 2010, compared with net income of $31,956 on $24.19 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.75 million in total assets, $6.92 million in total liabilities and $3.17 million in total stockholders' deficit. Friedman LLP expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial reports for 2009 and 2010. The accounting firm noted that the Company has incurred recurring operating losses, negative cash flows, is not in compliance with a covenant associated with its Line of Credit, maturing on March 31, 2011 and has significant future cash flow commitments. A full-text copy of the Annual Report is available for free at: http://is.gd/E0BFde About Conversion Services Int'l Conversion Services International, Inc., and its wholly owned subsidiaries are principally engaged in the information technology services industry in these areas: strategic consulting, business intelligence/data warehousing and data management to its customers principally located in the northeastern United States. CSI was formerly known as LCS Group, Inc. In January 2004, CSI merged with and into a wholly owned subsidiary of LCS. In connection with this transaction, among other things, LCS changed its name to "Conversion Services International, Inc." COPELAND PROPERTIES: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Copeland Properties Twelve, LP 25809 Business Center Drive, Suite F Redlands, CA 92374 Bankruptcy Case No.: 11-19484 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Wayne E. Johnson Debtor's Counsel: Leonard M. Shulman, Esq. SHULMAN HODGES & BASTIAN LLP 8105 Irvine Center Drive, Suite 600 Irvine, CA 92618 Tel: (949) 340-3400 Fax: (949) 340-3000 E-mail: lshulman@shbllp.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 11 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb11-19484.pdf The petition was signed by Charles E. Copeland, president. CORD BLOOD: Plans to Buy SouthAm Cell Storage Provider for $10MM ---------------------------------------------------------------- Cord Blood America, Inc., entered into a non-binding Letter of Intent with a large Stem Cell Storage provider located in South America on Jan. 27, 2011, for the acquisition of the South American company, contingent upon among other requirements, the Cord Blood's completion of due diligence, the execution of a binding definitive agreement, and Cord Blood obtaining a firm commitment from an investment banker to provide the capital required by the Company to consummate the acquisition. The executed Letter of Intent contemplates a purchase price of up to $10.95 million, of which $5.25 Million is to be paid in cash at closing, and the balance of up to $5.7 million is to be paid out in four quarterly installments contingent on performance of certain earn out criteria set forth in the Letter of Intent. The agreement also requires Cord Blood America to make a $150,000 deposit by March 31, 2011. The Letter of Intent requires that the identity of the target company is to be kept confidential until a definitive acquisition agreement is executed. Cord Blood is currently in contact with its investment bankers, but there is no assurance that the Company will be successful in arranging the required firm commitment for the necessary capital for this acquisition on commercially reasonable terms. At this stage the only document that has been executed is the Letter of Intent, and it specifically states that it is non binding. Further, Cord Blood has initiated, but has not completed its due diligence. As a result, although management is optimistic, there can be no assurance that this contemplated acquisition will occur, and at this date there is no obligation on the Company's part to proceed with the acquisition About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. The Company's balance sheet at Sept. 30, 2010, showed $6.99 million in total assets, $6.81 million in total liabilities, all current, and stockholders' equity of 177,706. In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino, California, said the Company's recurring operating losses, continued cash burn, and insufficient working capital and accumulated deficit at Dec. 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. Cord Blood reported that net loss increased from $6.9 million for the year ended Dec. 31, 2008, to $9.8 million for the year ended Dec. 31, 2009. For the year ended Dec. 31, 2009, total revenue decreased approximately $900,000 to $3.2 million or 22.4% from $4.2 million. CORUS BANKSHARES: Tricadia Debt Purchase Could End Ch. 11 Deadlock ------------------------------------------------------------------ American Bankruptcy Institute reports that Tricadia Capital Management's purchase of nearly a quarter of Corus Bankshares Inc.'s securities related to collateralized-debt obligations could break a deadlock in the Company's chapter 11 case. About Corus Bankshares, Inc. Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding company. Its lone operating unit, Corus Bank, N.A., was closed on September 11, 2009, by regulators, and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with MB Financial Bank, National Association, Chicago, Illinois, to assume all of the deposits of Corus Bank. The Company sought Chapter 11 protection on (Bankr. N.D. Ill. Case No. 10-26881) June 15, 2010, disclosing $314,145,828 in assets and $532,938,418 in liabilities as of the Chapter 11 filing. Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel. Kinetic Advisors is the Company's restructuring advisor. Plante & Moran is the Company's auditor and accountant. Kilpatrick Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller, Esq., represent the official committee of unsecured creditors. DEARBORN BANCORP: BKD LLP Raises Going Concern Doubt ---------------------------------------------------- Dearborn Bancorp, Inc., filed on March 21, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. BKD, LLP, IN Indianapolis, Indiana, expressed substantial doubt about Dearborn Bancorp ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses resulting from the effects of the economic downturn in their operating region causing its subsidiary bank to be undercapitalized and resulting in a consent order to be issued by its primary regulator. The Company reported a net loss of $14.2 million on $34.1 million of net interest income (before provision for loan losses) for 2010, compared with a net loss of $61.2 million on $30.9 million of net interest income (before provision for loan losses) for 2009. The Company's balance sheet at Dec. 31, 2010, showed 915.7 million in total assets, $888.7 million in total liabilities, and stockholders' equity of $27.0 million. A complete text of the Form 10-K is available for free at: http://is.gd/HUBc0o A complete text of the 2010 consolidated financial statements is available for free at http://is.gd/8Iknn4 Dearborn, Michigan-based Dearborn Bancorp, Inc. (Nasdaq: DEAR) is a registered bank holding company. Its sole banking subsidiary is Fidelity Bank. The Bank operates 17 offices in Wayne, Oakland, Macomb and Washtenaw Counties in the State of Michigan. DMS HOTEL: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: DMS Hotel Ventures, LLC dba Lexington Suites fdba Hawthorn Suites 1133 N. Carpenter Ave., Suite #4 Modesto, CA 95351 Bankruptcy Case No.: 11-70106 Chapter 11 Petition Date: March 22, 2011 Court: United States Bankruptcy Court Northern District of Texas (Wichita Falls) Judge: Harlin DeWayne Hale Debtor's Counsel: Arthur I. Ungerman, Esq. One Glen Lakes Tower 8140 Walnut Hill Ln., No. 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.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 Brij Madan, managing member. DREIER LLP: Creditors Sue Tory Burch Over Unpaid Legal Bills ------------------------------------------------------------ Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Dreier LLP unsecured creditors have filed a lawsuit against Tory Burch LLC, the purveyor of flats, handbags and tunics and, over unpaid legal bills. DBR relates the lawsuit says Tory Burch LLC was a client of the firm from August 2008 until the bankruptcy. The designer allegedly owes $225,699 in unpaid legal bills to the defunct firm, which the committee wants to collect and add to the pot of cash its members will eventually share in. According to DBR, a Tory Burch representative said the company is disputing the amount of legal bills it owes Dreier LLP. About Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier, currently in prison, was charged by the U.S. government for conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09-cr-00085). Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-15051) on Dec. 16, 2008. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel. The Debtor estimated assets of $100 million to $500 million, and debts between $10 million and $50 million in its Chapter 11 petition. Sheila M. Gowan, a partner with Diamond McCarthy, was appointed Chapter 11 trustee. Wachovia Bank National Association, the Chapter 11 trustee, and Steven J. Reisman as post-confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier, 60, pleaded guilty to fraud and other charges in May 2009. The scheme to sell $700 million in fake notes unraveled in late 2008. Mr. Dreier is serving a 20-year sentence in a federal prison in Minneapolis. EAGLE RIDGE: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Eagle Ridge, L.L.C. 24725 Farm Brook Southfield, MI 48034 Bankruptcy Case No.: 11-47934 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Howard M. Borin, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 Fax: (248) 642-2127 E-mail: hborin@schaferandweiner.com Scheduled Assets: $3,013,737 Scheduled Debts: $5,273,272 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/mieb11-47934.pdf The petition was signed by Kohut Law Group, managing member. EMPIRE RESORTS: Fails to Comply With NASDAQ's Listing Rule ---------------------------------------------------------- Empire Resorts, Inc., on March 22, 2011, received notice from The NASDAQ Stock Market that, because the Company's stockholders' equity has fallen below $10 million as reported on its annual report on Form 10-K for the year ended Dec. 31, 2010, the Company no longer complies with Nasdaq Listing Rule 5450(b)(1)(A) with respect to the minimum stockholders' equity requirement for continued listing on the Nasdaq Global Market. Nasdaq's notice has no immediate effect on the listing of the Company's common stock on the Nasdaq Global Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(2)(C), the Company has been provided 45 calendar days, or until May 6, 2011, to submit a plan to Nasdaq to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the notice, or until Sept. 18, 2011, to evidence compliance. If the plan is not accepted, the Company will have the right to appeal such decision and the common stock would remain listed on the Nasdaq Global Market until the completion of the appeal process. To regain compliance, the Company must have stockholders' equity of at least $10 million. Alternatively, the Company may be eligible to transfer the listing of its common stock to the Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirements for the Nasdaq Capital Market, with the exception of the minimum bid price requirement. The Company is considering actions that it may take in response to this notification in order to regain compliance with the continued listing requirements, including the effect that the Company's proposed rights offering will have on its stockholders' equity, but no decisions about a response have been made at this time. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company's balance sheet at Dec. 31, 2010, showed $48.44 million in total assets, $42.15 million in total current liabilities and $6.29 million in total stockholders' equity. As reported by the Troubled Company Reporter on March 23, 2011, Friedman LLP expressed substantial doubt about the Company's ability to continue as a going concern. Friedman noted that the Company's ability to continue as a going concern depends on its ability to satisfy its indebtedness when due. In addition, the Company has continuing net losses and negative cash flows from operating activities. Empire Resorts reported a net loss of $17.57 million on $68.54 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $10.57 million on $67.63 million of net revenues during the prior year. EMPIRE RESORTS: Offers Rights to Purchase 39.60MM Common Shares --------------------------------------------------------------- Empire Resorts, Inc., filed with the U.S. Securities and Exchange Commission Amendment No. 1 to a Form S-1 relating the distribution at no charge to the holders of the Company's common stock, par value $0.01 per share, and Series B Preferred Stock, par value $0.01 per share, non-transferable subscription rights to purchase up to an aggregate of 39,606,201 shares of the Company's common stock at a subscription price of $0.8837 per share, for up to an aggregate purchase price of approximately $35 million. Each stockholder will receive one subscription right for each share of our common stock owned on March 28, 2011 and each subscription right will entitle its holder to purchase 0.56895 shares of the Company's common stock at the subscription price. The purpose of the rights offering is to raise equity capital in a cost-effective manner that allows all stockholders to participate. The net proceeds will be used to repay all or a portion of the Company's outstanding indebtedness in the aggregate principal amount of $35 million, together with interest accrued thereon, under that certain loan agreement, dated as of Nov. 17, 2010, by and between the Company and its largest stockholder, Kien Huat Realty III Limited. The Company expects the total purchase price of the shares offered in this rights offering to be approximately $35 million, assuming full participation. The Company's largest stockholder, Kien Huat, has agreed to exercise its entire allocation of basic subscription rights. Additionally, Kien Huat may, but is not obligated to, exercise its oversubscription rights. The rights offering is being made to Kien Huat in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, and shares issued in respect of its participation in the rights offering are not covered by the registration statement of which this prospectus forms a part. The subscription rights will be distributed and exercisable beginning on or about April 1, 2011. The subscription rights will expire and will have no value if they are not exercised prior to 5:00 p.m., New York City time, on April 29, 2011, the expected expiration date of this rights offering. The Company, in its sole discretion, may extend the period for exercising the subscription rights. The Company will extend the duration of the rights offering as required by applicable law, and may choose to extend the rights offering if the Company decides that changes in the market price of the Company's common stock warrant an extension or if the Company decides that the degree of participation in this rights offering by holders of the Company's common stock is less than the level we desire. Subscription rights will be irrevocable once they are exercised, and will continue to be irrevocable in the event that the rights offering is extended. There is no minimum number of shares that the Company must sell in order to complete the rights offering. The Company's principal executive office is located at Monticello Casino and Raceway, Route 17B, P.O. Box 5013, Monticello, New York 12701. The Company's telephone number at that address is (845) 807-0001. Our website is located at www.empireresorts.com. The Company's common stock is traded in the Nasdaq Global Market under the symbol "NYNY." On March 22, 2011, the closing price of our common stock as reported on the Nasdaq Global Market was $0.59 per share. A full-text copy of the prospectus, as amended on March 23, 2011, is available for free at http://is.gd/FPqxk6 About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company's balance sheet at Dec. 31, 2010, showed $48.44 million in total assets, $42.15 million in total current liabilities and $6.29 million in total stockholders' equity. Friedman LLP expressed substantial doubt about the Company's ability to continue as a going concern. Friedman noted that the Company's ability to continue as a going concern depends on its ability to satisfy its indebtedness when due. In addition, the Company has continuing net losses and negative cash flows from operating activities. Empire Resorts reported a net loss of $17.57 million on $68.54 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $10.57 million on $67.63 million of net revenues during the prior year. FIDELITY PROPERTIES: Judge Jennemann Denies Case Conversion Plea ---------------------------------------------------------------- The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida denied the motion to dismiss the Chapter 11 case of Fidelity Properties Group LLC or, in the alternative, convert the Debtor's case to Chapter 7 liquidation filed by Thomas A Range on behalf of creditor Catherine Newsom Southall; Walter W. Carroll II; and Berkley M. Mackey, III and Julie M. Landrigan on behalf of W.T. Paul Liau, as Trustee Under That Certain Unrecorded Land Trust Agreement dated April 25, 2003. In seeking the dismissal, the parties noted that the Debtor has taken no action to effectively pursue or promote a successful reorganization. Since the filing of the Debtor's petition the Debtor has not: i) filed a plan of reorganization; ii) taken action to accomplish a plan of reorganization such as a determination of the valuation of property, a determination of claims, a solicitation of creditors regarding the components of an effective plan; iii) effected a sale of the property, which is subject to the claim of this Creditor, nor taken any effective action to obtain a contract for the sale of such property; iv) taken effective action of any nature or sort to accomplish an effective plan of reorganization. The parties added that a review of the Debtor's monthly reports and the Debtor's conduct demonstrates that there is no reasonable chance that a plan of reorganization can be confirmed. About Fidelity Properties Orlando, Florida-based Fidelity Properties Group LLC owns 11 real estate properties. The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 10-05510) on April 1, 2010. Lawrence M. Kosto, Esq., Kosto & Rotella PA, in Orlando, Fla., represents the Debtor in its restructuring effort. The Company disclosed $10,333,188 in assets and $3,593,828 in debts as of the Petition Date. FIRST METALS: Quebec Court Appoints Demers Beaulne as Receiver -------------------------------------------------------------- First Metals Inc. announced on March 24, 2011, that pursuant to its ongoing restructuring process that it has executed an agreement for the disposition of its Fabie Bay and Magusi River properties, together with certain assets related thereto, for aggregate consideration of $500,000 payable in common shares of Globex Mining Enterprises at a deemed issue price of $3.00 per share. In connection with the foregoing transaction the Company also announced that Quebec Superior Court, Commercial Chamber on March 24, 2011, issued an order appointing Demers Beaulne Inc. to act as receiver to certain assets of the Corporation in order to complete the disposition of the foregoing assets. It is anticipated that the transfer of such assets will be completed on or about March 28, 2011. The net proceeds of this sale will be used to repay amounts owing to the Corporation's secured noteholders. The Company also announced that the previously disclosed disposition of certain of its heavy equipment for total cash proceeds of $1,100,000 has been completed and the net proceeds from such sale are being held in trust in favor of the Corporation's secured noteholders. About First Metals First Metals Inc. is a resource company with two main Zinc-Copper deposits, Fabie Bay and Magusi River. Fabie Bay was producing until December 2008 when production was suspended. The company filed a proposal under Part III of the Bankruptcy and Insolvency Act in April 2009. The company received approval for is proposal under Part III of the Bankruptcy and Insolvency Act in June 2009. Richard Williams and Jay Richardson who had held their respective positions of President-CEO and Secretary-Treasurer since July 22nd 2008, were terminated by the board effective Jan. 8, 2010. Michael Churchill was installed by the board Jan. 8, 2010 as President and CEO with a specific mandate to assess and report on the financial and operational status of FMA, formulate a new operational and reorganization plan, and then implement the plan. FIRST TORO: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: First Toro Family Limited Partnership 2289 Broadway New York, NY 10024 Bankruptcy Case No.: 11-11229 Chapter 11 Petition Date: March 21, 2011 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: Ismael Gonzalez, Esq. LAW OFFICE OF ISMAEL GONZALEZ, P.C. 152 West 36th Street, Suite 202 New York, NY 10018 Tel: (212) 465-1500 Fax: (212) 244-5440 E-mail: katelita@aol.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 Helmer Toro, president of general partner. FRANKLIN BANK: Judge Dismisses Shareholder Class Action ------------------------------------------------------- Bankruptcy Law360 reports that a Texas federal judge on Monday dismissed all claims with prejudice in a consolidated class action alleging Franklin Bank Corp. and its directors, officers and outside auditors lied to shareholders in order to keep the now- defunct bank afloat. About Franklin Bank Franklin Bank, S.S.B., Houston, Texas, was closed Nov. 7, 2008, by the Texas Department of Savings and Mortgage Lending, and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Prosperity Bank, El Campo, Texas, to assume all of the deposits, including those that exceeded the insurance limit, of Franklin Bank. As of Sept. 30, 2008, Franklin Bank had total assets of $5.1 billion and total deposits of $3.7 billion. Prosperity Bank agreed to assume all the deposits, including the brokered deposits, for a premium of 1.7%. In addition to assuming all of the failed bank's deposits, Prosperity Bank will purchase approximately $850 million of assets. The FDIC said it will retain the remaining assets for later disposition. FUQI INT'L: Receives Final Notice of Noncompliance from NASDAQ -------------------------------------------------------------- FUQI International, Inc., announced on March 25, 2011, receipt of a notice of noncompliance from The NASDAQ Stock Market due to the Company's inability to timely file its Annual Report on Form 10-K for the year ended Dec. 31, 2010 with the Securities and Exchange Commission, which constitutes an additional basis for the delisting of the Company's securities from The NASDAQ Stock Market. As previously reported, the Company has been in the process of preparing restated financial statements for the fiscal quarters ended March 31, June 30, and September 30, 2009 and had received notices from NASDAQ for not complying with NASDAQ's filing requirement as set forth in Listing Rule 5250(c)(1) because the Company had not filed its Form 10-K for the year ended Dec. 31, 2009 and Forms 10-Q for each of the periods ended March 31, June 30, and Sept. 30, 2010. The Company appeared before the NASDAQ Hearings Panel on Nov. 11, 2010, subsequent to which the Panel determined to continue the listing of the Company's common stock on The NASDAQ Stock Market subject to an extension through March 28, 2011, by which date the Company must file all delinquent reports with the SEC. Under NASDAQ's rules, the extension through March 28, 2011 represents the maximum length of time that the Panel may grant the Company to come back into compliance with its rules. Since the Company is not able to make all such filings by March 28, 2011, and no further extensions are available, the Company expects to receive a delisting determination from the Panel in the very near term indicating that the Company's common stock will be delisted from The NASDAQ Stock Market. The Company will provide additional disclosure upon receipt of such notice from NASDAQ. The Company has been advised by Pink OTC Markets Inc., which operates an electronic quotation service for securities traded over-the-counter, that its securities are immediately eligible for quotation on the Pink Sheets. The Company anticipates that its shares will continue to trade under the symbol FUQI. Investors can view real time stock quotes for FUQI at http://www.otcmarkets.com. The Company anticipates applying for re-listing on NASDAQ at such time as the Company is able to comply with all requirements for initial listing. About FUQI International Based in Shenzhen, China, FUQI International, Inc. is a leading designer, producer and seller of high quality precious metal jewelry in China. FUQI develops, promotes, manufactures and sells a broad range of products consisting of unique styles and designs made from gold and other precious metals such as platinum and Karat gold. GEOPHARMA, INC: Files for Chapter 11 Protection ----------------------------------------------- GeoPharma Inc. filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-05210). Based in Largo, Fla., GeoPharma, Inc., manufactures, packages, and distributes private-label dietary supplements, over-the-counter drugs and health and beauty products. The Company is represented by Charles A. Postler of Stichter, Riedel, Blain & Prosser. GEOPHARMA, INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: GeoPharma, Inc. dba Innovative Health Products fka Innovative Health Products, Inc. 6950 Bryan Dairy Road Largo, FL 33777 Bankruptcy Case No.: 11-05210 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Charles A. Postler, Esq. STICHTER, RIEDEL, BLAIN & PROSSER 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 E-mail: cpostler.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 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 George Stuart, president/CEO. GEORGE LOVE: 10th Cir. Won't Review Debtor's FDIC Claims -------------------------------------------------------- WestLaw reports that debtors and an individual debtor's wife had to submit their claims against a bank to the Federal Deposit Insurance Corporation for administrative determination after the bank was placed into FDIC receivership, even though their state- court action against the bank was commenced before the bank failed, pursuant to a mandatory claims process that was a prerequisite to judicial review. Their failure to do so deprived the Court of Appeals of jurisdiction over their appeals from the bankruptcy court's grant of summary judgment in favor of the bank, following the removal of the state-court action. In re George Love Farming, LC, 2011 WL 880285 (10th Cir.). A copy of the Tenth Circuit's ruling is available at http://is.gd/olZ7I2from Leagle.com. Lower court decisions in the Debtor's chapter 11 case have been published at 438 B.R. 354 (10th Cir. BAP 2010) and 366 B.R. 170 (Bankr. D. Utah 2007). George Love and Snowville Farms, LLC, filed voluntary chapter 11 petitions (Bankr. D. Utah. Case Nos. 04-_____ and 04-_____). Following appointment of an examiner, these two chapter 11 estates were substantively consolidated with the assets and liabilities of George Love Farming, LC (Bankr. D. Utah Case No. 06-20612), George Love Farming Partnership and George Love Family Partnership. The bankruptcy court confirmed a chapter 11 plan for the Consolidated Estates on Dec. 12, 2005. , , one of the farming companies he operated, filed voluntary Chapter 11 bankruptcy petitions in Utah Bankruptcy Court. GRIFFON CORP: S&P Assigns 'BB-' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' corporate credit rating to New York-based Griffon Corp. The rating outlook is stable. At the same time, S&P assigned a 'BB+' (two notches higher than the corporate credit rating) issue-level rating to Griffon's $200 million revolving credit facility due 2016. S&P assigned a '1' recovery rating to this facility, indicating S&P's expectation that lenders can expect very high (90% to 100%) recovery in the event of a payment default. At the same time, S&P assigned a 'BB-' issue-level rating (the same as the corporate credit rating) to the company's $550 million senior unsecured notes due 2018. S&P assigned the notes a '3' recovery rating, indicating S&P's expectations of meaningful (50% to 70%) recovery in the event of a payment default. The company used the proceeds from the financings to repay outstanding bank debt at its Clopay Ames subsidiary and to replace existing revolving credit facilities at both Clopay Ames and Telephonics, as well as to pay related fees and expenses. "The 'BB-' corporate credit rating on Griffon reflects S&P's assessment of its fair business risk profile and aggressive financial risk profile," said Standard & Poor's credit analyst Thomas Nadramia. The company has sizable customer concentrations in each of its business segments and exposure to fluctuation in the construction industry through its building products business (garage doors and tools). S&P categorizes Griffon's financial risk profile as somewhat aggressive given S&P's expectation that adjusted debt (including operating lease and pension liability adjustments) to EBITDA will remain greater than 4x for the next six to 12 months. In addition, the rating takes into account the company's good diversity across distinct business segments: garage doors, lawn and garden tools, defense communications and sensor systems, and specialty plastics. Griffon also benefits from relatively stable margins in its plastics and Telephonics business (which produces information systems for aerospace and defense and commercial markets) and a growing international presence in tools and plastics. It has recognized brands and a national footprint in building products, and adequate liquidity as a result of healthy cash balances and available funding under the revolving credit facility. Griffon is a diversified holding company that through its subsidiaries manufactures garage doors, landscape and garden tools, plastic films, and communication and sensor systems. The rating and outlook incorporate S&P's expectation of some improvement in Griffon's building products segment due to an upturn in home improvement spending in 2011 as homeowners catch up on deferred maintenance and high unemployment moderates. S&P expects a 3% to 5% increase in the company's building products sales in the latter half of 2011 because of normal replacement cycles and a gradual economic recovery. S&P expects a similar increase in Griffon's Telephonics revenues based on existing backlog and new orders for the company's highly engineered communications and surveillance products. Finally, S&P expects high-single-digit growth in Griffon's plastics business due to increased sales in Europe. The stable rating outlook reflects S&P's expectation that end- market demand for Griffon' businesses will be relatively stable over the next several quarters with perhaps some modest improvement taking place in the second half of the year due to a moderate uptick in repair and remodeling spending and a gradual economic recovery. As a result, S&P expects credit measures to be in line with the rating, with adjusted leverage of less than 4.5x and FFO to debt between 15% and 20%. In addition, S&P believes total liquidity will be healthy with cash balances well in excess of $200 million and nearly full availability under the proposed $200 million revolving credit by year's end. S&P would consider a higher rating if Griffon's operating performance exceeded S&P's expectations due to a more rapid recovery in housing starts and increased consumer spending, such that leverage would decline to 3.5x or less. In S&P's view, this would be possible if housing starts in 2012 returned to 1 million and remodeling spending increased by 8% to 10%. S&P could lower the rating during the next 12 months if sales and EBITDA were to unexpectedly deteriorate due to a double-dip recession and reduced construction activity such that total adjusted leverage exceeded 5x, or if Griffon's plastics or Telephonics business deteriorated significantly, perhaps by the loss of a major customer. S&P could also consider a negative rating action if the company completed a debt-financed acquisition that resulted in increased leverage and reduced liquidity. HAMPTON ROADS: Files Form 10-K; Posts $210.35 Million Net Loss -------------------------------------------------------------- Hampton Roads Bankshares, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting a net loss of $210.35 million on $122.20 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $201.45 million on $149.44 million of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $2.90 billion in total assets, $2.71 billion in total liabilities and $190.79 million in total shareholders' equity. Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed substantial doubt about the Company's ability to continue as a going concern in its report on the Company's restated consolidated financial statements for the year ended Dec. 31, 2009. The independent auditors noted that quantitative measures established by regulation to ensure capital adequacy require the Company and its subsidiary banks to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and Tier I capital to average assets. In addition, the Company has suffered recurring losses from operations and declining levels of capital. In 2010, to raise capital, the Company entered into the various definitive investment agreements with investors to purchase 637,500,000 shares of Common Stock of the Company for $0.40 per share as part of an aggregate $255 million private placement, in two separate closings. The "Investors" are affiliates of The Carlyle Group and Anchorage Advisors, L.L.C., CapGen Capital Group VI LP, affiliates of Davidson Kempner Capital Management, affiliates of Fir Tree, Inc., and C12 Protium Value Opportunities Ltd. The 2010 results did not include a going concern qualification from Yount Hyde. A full-text copy of the Annual Report is available for free at: http://is.gd/WuKNYc About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company said in its Form 10-Q for the Sept. 30, 2010 quarter that due to its financial results, the substantial uncertainty throughout the U.S. banking industry, and the Written Agreement the Company and BOHR have entered into, doubts existed regarding the Company's ability to continue as a going concern through the second quarter of 2010. However, management believes this concern has been mitigated by the initial closing of the Private Placement that occurred on Sept. 30, 2010. HARRY & DAVID: May File for Ch. 11 as Soon as Today, WSJ Says ------------------------------------------------------------- The Wall Street Journal's Joel Millman and Mike Spector report that Harry & David Holdings Inc. is preparing to file for Chapter 11 bankruptcy protection as soon as Monday morning, people familiar with the matter said. One of the sources told the Journal, Harry & David has reached a so-called "prearranged" deal with creditors under which Harry & David would convert its bond debt to equity. Harry & David would also seek to raise additional capital through a new stock sale that creditors would likely have special rights to participate in, this person said. That source also said Harry & David would get roughly $100 million in DIP financing from UBS AG and Ally Bank and another $50 million to $55 million financing from bondholders. The Journal says Harry & David declined to comment. On March 1, Harry & David skipped a $7 million interest payment owed to bondholders, but it remains technically in a "grace period" until Thursday. The Journal notes that for the past few months, Harry & David has huddled with law firm Jones Day, investment bank Rothschild Inc. and turnaround firm Alvarez & Marsal in an attempt to restructure and remain viable. About Harry & David Holdings Harry & David Holdings, Inc. is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. The Company has 122 stores across the country. The Company's balance sheet at Dec. 25, 2010, showed $304.3 million in total assets, $360.8 million in total liabilities, and a stockholders' deficit of $56.5 million. Harry & David has said financial results for the fiscal 2011 second quarter ended Dec. 25, 2010, were significantly below its expectations. As a result, Harry & David said it has retained Rothschild Inc. as financial advisor and Jones Day as legal advisor to explore recapitalization alternatives. The Company also said that, based on results of operations in the second quarter of this fiscal year, it will not satisfy financial covenants under its credit facility. "Based on our current working capital and anticipated working capital requirements, we will not be able to finance continuing operations including servicing its payment obligations under the Senior Notes, without securing new capital and restructuring our obligations. There can be no assurance that our efforts to obtain new capital and restructure our obligations will be successful; and therefore, there is substantial doubt as to our ability to continue as a going concern," the Company said in its latest quarterly report on Form 10-Q. * * * As reported by the Troubled Company Reporter on March 10, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on Harry & David Operations Corp. to 'D' from 'CC'. The ratings are unsolicited. S&P also lowered its ratings on the company's $70 million senior floating-rate notes and $175 million unsecured fixed-rate notes to 'D' from 'C'. The '5' recovery rating on the notes remains unchanged and it indicates S&P's expectation for modest (10%-30%) recovery of principal in the event of a payment default. The ratings on Harry & David reflect its missed interest payments due March 1, 2011, on its $70 million senior floating-rate notes and $175 million senior fixed-rate notes. As reported in the TCR on Jan. 27, 2011, Moody's Investors Service downgraded Harry & David's Probability of Default and Corporate Family ratings to 'Ca' from 'Caa3'. The ratings outlook is negative. The downgrade to 'Ca' reflects Moody's view that Harry & David will likely default on its debt obligations in the very near-term. HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 87.71 cents-on- the-dollar during the week ended Friday, March 25, 2011, a drop of 0.57 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 March 26, 2014, and carries Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 182 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kan., is a manufacturer of business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft Acquisition Company LLC reported net sales for the three months ended Sept. 30, 2010, of $594.7 million, a decrease of $163.0 million compared to the third quarter of 2009. During the three months ended Sept. 30, 2010, the Company recorded an operating loss of $81.4 million, compared to an operating loss of $721.1 million during the comparable period in 2009. The improved operating loss versus the prior period was primarily due to charges of $581.5 million related to asset impairments recorded during the three months ended September 27, 2009. The Company's balance sheet at June 27, 2010, showed $3.420 billion in total assets, $3.408 billion in total liabilities, and stockholders' equity of $11.6 million. Hawker Beechcraft reported a net loss of $56.8 million on $639.3 million of total sales for the three months ended June 27, 2010, compared with net income of $172.2 million on $816.3 million of sales for the three months ended June 28, 2009. Hawker Beechcraft carries 'Caa2' corporate family and probability of default ratings from Moody's Investors Service. HELLER EHRMAN: BofA, Citi Settle Firm's Claims for $20 Million -------------------------------------------------------------- Bankruptcy Law360 reports that Bank of America Corp. and a unit of Citigroup Inc. agreed earlier this month to pay $20 million as part of a settlement with liquidating law firm Heller Ehrman LLP and its unsecured creditors in California bankruptcy court. About Heller Ehrman Headquartered in San Francisco, California, Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D. Calif., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones LLP assists the Debtor in its restructuring effort. The Official Committee of Unsecured Creditors is represented Felderstein Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets and debts at $50 million to $100 million as of the Petition Date. According to reports, the firm had roughly $63 million in assets and 54 employees at the time of its filing. The Court confirmed Heller Ehrman's Plan of Liquidation in September 2010. HERBALIFE INTERNATIONAL: Moody's Withdraws 'Ba1' Default Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings of Herbalife International, Inc., including the Ba1 Probability of Default Rating, Ba1 Corporate Family Rating, and Ba1 rating on its retired senior secured bank credit facility. This action follows the recent replacement of the company's $450 million senior secured bank facility with a new $700 million senior secured revolving credit facility that is not rated by Moody's. There are no Moody's-rated debt instruments currently outstanding at Herbalife International. Please refer to Moody's Withdrawal Policy on www.moodys.com. Ratings withdrawn: Herbalife International, Inc.: -- Probability of Default Rating at Ba1; -- Corporate Family Rating at Ba1; -- $250 million secured revolving credit facility at Ba1, LGD 3, 40%; -- $200 million secured term loan at Ba1, LGD 3, 40%. Herbalife International, Inc., headquartered in Los Angeles, California, is a marketer of weight management meal replacement shakes, nutritional supplements, energy drinks, and skin care products that are sold through a global network of 2.1 million independent distributors in 73 countries. Annual revenues are about $2.5 billion. HORIZON LINES: Extends Consent Solicitation for its Senior Notes ---------------------------------------------------------------- Horizon Lines, Inc., said Friday that it has extended the expiration date of its previously announced consent solicitation with respect to its 4.25% Convertible Senior Notes due 2012 seeking a waiver of certain defaults and events of default under the indenture governing the Notes, subject to the terms and conditions described in the Consent Solicitation Statement, dated March 1, 2011, and the accompanying Letter of Consent. The consent solicitation, initially scheduled to expire at 5:00 p.m. New York City time on March 10, 2011, was extended and previously scheduled to expire at 5:00 p.m. New York City time on March 24, 2011. The Company will extend the deadline for the consent solicitation until 5:00 p.m., New York City time, on March 25, 2011 (such time and date, as may be extended, the "Consent Date"). Except as set forth herein, the complete terms and conditions of the consent solicitation remain the same as set forth in the Consent Solicitation Statement and the accompanying Letter of Consent previously distributed to eligible holders of Notes. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The consent solicitation is only being made pursuant to the terms of the Consent Solicitation Statement and the related Letter of Consent. The consent solicitation is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, the solicitation agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should deliver their consent to the proposed waiver. The Company has engaged Moelis & Company to act as solicitation agent and i-Deal, LLC to act as information and tabulation agent for the consent solicitation. Requests for documents may be directed to i-Deal, LLC at (888)593-9546 (toll free) or (212) 849- 5000 (collect). Questions regarding the consent solicitation may be directed to Moelis & Company at (212) 883-3813 or (212) 883- 3544. About Horizon Lines Horizon Lines, Inc., based in Charlotte, North Carolina, through its wholly-owned indirect operating subsidiary, Horizon Lines, LLC, currently operates 11 of its 15 Jones Act qualified U.S. flag container ships in Jones Act liner services between the continental United States and either Alaska, Hawaii, or Puerto Rico and five U.S. flag container ships between the Far East, U.S. west coast and Guam. * * * As reported in the Troubled Company Reporter on March 8, 2011, Moody's Investors Service said Horizon Lines, Inc.'s plea agreement regarding antitrust matters in the Puerto Rico trade lane is credit negative but does not at this time affect its 'Caa1' Corporate Family or its other debt ratings of Horizon. The last rating action on Horizon was on May 18, 2010 when Moody's lowered its ratings, including the corporate family rating to 'Caa1' and maintained the negative outlook. INNOVATIVE CONSTRUCTION: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Innovative Construction, Inc. 1375 Sampson St. New Castle, PA 16101 Bankruptcy Case No.: 11-21666 Chapter 11 Petition Date: March 21, 2011 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Malcolm L. Pollard, Esq. 4845 West Lake Road, Suite 119 Erie, PA 16505 Tel: (814) 838-8258 Fax: (814) 838-8452 E-mail: mactk4@gte.net Scheduled Assets: $2,500,000 Scheduled Debts: $1,278,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Andrew Menechino, president. INTEGRATED FREIGHT: To Issue of 3.91-Mil. Shares to 14 Investors ---------------------------------------------------------------- Integrated Freight Corporation has approved the issue of 3,914,343 shares of the Company's common stock to a total of 14 persons. These shares will be issued and delivered by the Company's transfer agent over a period of up to ten days beginning March 25, 2011. The Company's board of directors approved the issue of these shares as of March 18, 2011. The Company's board of directors also confirmed and approved the issue of 300,000 common stock purchase warrants to a total of two persons in partial payment of consulting fees. The warrants are exercisable at a price of $0.50 per share for five years. Concurrent with approval of the issue of these warrants, the Company's board of directors approved the cancellation of 910,000 warrants issuable to the two unlicensed persons as a finders' fee, which were exercisable at a price of $0.01 per share for five years. The Company is relying on Section 4(2) of the Securities Act of 1933 for an exemption from the registration requirements of that Act, in that the offer and sale of the shares and the warrants did not involve a public offering. Election of Officer and Directors The Company' board of directors elected, on March 18, 2011, Henry P. Hoffman, Kimberly K. Bors and Robert Papiri. Mr. Hoffman has served as one of the Company's independent directors. He will continue to serve as a director. He replaces Steven E. Lusty as the Company's Chief Operating Officer. Ms. Bors, age 50, will serve as an independent director beginning April 1, 2011. She has consented to her election. From October 2009 to the present, Ms. Bors has been employed by Johnson Controls, a New York Stock Exchange listed company, for the most recent part of this period in the position of Vice President for Global Human Resources - Building Efficiency. From 2003 to October 2009, she was employed by IDEX Corporation, a New York Stock Exchange listed company, sequentially in the positions of Vice President for Global Human Resources & Corporate Communications, Vice President for China Shared Operations and President, Fluid Management/Dispensing (Americas Division) and Global Chief Marketing Officer (IDEX Dispensing). Beginning in 1985 and ending in 2003, Ms. Bors held executive management positions with Brunswick Corporation, Browning Ferris Industries, Outdoor Marine Corporation and Pennzoil Company. Ms. Bors earned a B.B.A. degree (1985) and a M.B.A. degree (1989) from the University of Houston, Houston, Texas. Mr. Papiri, age 49, will serve as an independent director beginning immediately. He has consented to his election. He is a founder in 2006 and a managing member of Tangiers Capital, LLC, a Southern California based asset manager that raises, invests, and manages the Tangiers Investors, LP investment fund. Tangiers Investors makes direct investments into foreign and domestic private and public companies through the acquisition of stock, convertible debt, warrants, and other instruments. Mr. Papiri is a managing partner, beginning in 2005, of Acer Capital Group, LLC, a business consulting firm providing a full suite of financing, management consulting, and operational assistance to public and private companies. Acer has structured and advised on over $375 million of real estate financing. Mr. Papiri has been a general partner in seven separate real estate development projects totaling over 225 acres in California and Washington State, with specific emphasis on carrying the project through entitlements and rezoning and the creation of an appropriate exit strategy. Mr. Papiri attended the Regents College in Albany, New York. About Integrated Freight Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota, Florida headquartered motor freight company providing long-haul, regional and local service to its customers. The Company specializes in dry freight, refrigerated freight and haz-waste truckload services, operating primarily in well-established traffic lanes in the upper mid-West, Texas, California and the Atlantic seaboard. IFCR was formed for the purpose of acquiring and consolidating operating motor freight companies. On August 19, 2010, at a special stockholders' meeting the Company approved a reverse stock split, a relocation of its State of Incorporation to Florida and a change of its name to Integrated Freight Corporation. The Company's name change and State of Incorporation have been approved and are effective as of August 18, 2010. The reverse stock split has been approved but is not effective as of the date of this filing. * * * Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has suffered recurring losses and has a negative working capital position and a stockholders' deficit. The Company's balance sheet at Sept. 30, 2010, showed $8.96 million in total assets, $11.91 million in total liabilities, and a stockholders' deficit of $2.95 million. INTELSAT SA: Units Commence Tender Offers & Consent Solicitations ----------------------------------------------------------------- Intelsat S.A. announced that its subsidiary, Intelsat Jackson Holdings S.A., has commenced tender offers and consent solicitations for two series of outstanding senior notes, its subsidiary, Intelsat Intermediate Holding Company S.A. has commenced a tender offer and consent solicitation for one series of outstanding senior notes and its subsidiary, Intelsat Subsidiary Holding Company S.A. has commenced tender offers and consent solicitations for three series of outstanding senior notes. Each tender offer and consent solicitation is being made independently of the other offers and consent solicitations. Intelsat Jackson's tender offers to purchase for cash any and all of its outstanding $55.0 million aggregate principal amount of 9 1/4% Senior Notes due 2016 and any and all of its outstanding $284.6 million aggregate principal amount of 11 1/2% Senior Notes due 2016 are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 21, 2011 relating thereto. In connection with the Intelsat Jackson Tender Offers, Intelsat Jackson is also soliciting the consent of the holders of the Intelsat Jackson Notes to certain proposed amendments to the indentures governing those notes, among other things, to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the applicable indentures. Intermediate Holdco's tender offer to purchase for cash any and all of its outstanding $481.0 million aggregate principal amount at maturity of 9 1/2% Senior Discount Notes due 2015 is subject to the terms and conditions set forth in Intermediate Holdco's Offer to Purchase and Consent Solicitation Statement dated March 21, 2011 relating thereto. In connection with the Intermediate Holdco Tender Offer, Intermediate Holdco is also soliciting the consent of the holders of the Intermediate Holdco Notes to certain proposed amendments to the indenture governing the Intermediate Holdco Notes, among other things, to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in that indenture. Intelsat Sub Holdco's tender offers to purchase for cash any and all of its outstanding $625.3 million aggregate principal amount of 8 1/2% Senior Notes due 2013, any and all of its outstanding $681.0 million aggregate principal amount of 8 7/8% Senior Notes due 2015 and any and all of its outstanding $400.0 million aggregate principal amount of 8 7/8% Senior Notes due 2015, Series B are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 21, 2011 relating thereto. In connection with the Intelsat Sub Holdco Tender Offers, Intelsat Sub Holdco is also soliciting the consent of the holders of the Intelsat Sub Holdco Notes to certain proposed amendments to the indentures governing such notes, among other things, to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the applicable indentures. About Intelsat Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite communications services worldwide through a global communications network of 54 satellites in orbit as of Dec. 31, 2009, and ground facilities related to the satellite operations and control, and teleport services. It had US$2.5 billion in revenue in 2009. Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings from Standard & Poor's. It has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. Washington D.C.-based Intelsat Corporation, formerly known as PanAmSat Corporation, is a fully integrated subsidiary of Intelsat S.A., its indirect parent. Intelsat Corp. had US$7.70 billion in assets against US$4.86 billion in debts as of Dec. 31, 2010. The Company reported a net loss of US$507.77 million on US$2.54 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of US$782.06 million on US$2.51 billion of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed US$17.59 billion in total assets, US$18.29 billion in total liabilities, and US$698.94 million in total Intelsat S.A shareholder's deficit. INTELSAT SA: Unit Intends to Offer $2.65 Billion of Sr. Notes ------------------------------------------------------------- Intelsat S.A. announced that its subsidiary, Intelsat Jackson Holdings S.A., intends to offer $2.65 billion aggregate principal amount of senior notes, consisting of senior notes due 2019, senior notes due 2021 and senior notes due 2023. Intelsat Jackson's obligations under the notes will be guaranteed by certain of its parent and subsidiary companies. Part of the net proceeds from the sale of the notes are expected to be contributed or loaned to Intelsat Jackson's direct subsidiary, Intelsat Intermediate Holding Company S.A., which will use such funds and cash on hand to purchase any and all of its outstanding $481.0 million aggregate principal amount at maturity of 9 1/2% Senior Discount Notes due 2015 that are validly tendered in connection with Intermediate Holdco's tender offer and consent solicitation today and to pay related fees and expenses. In addition, part of the net proceeds from the sale of the notes are expected to be contributed or loaned to Intelsat Jackson's indirect subsidiary, Intelsat Subsidiary Holding Company S.A., which will use those funds and cash on hand to purchase any and all of its outstanding $625.3 million aggregate principal amount of 8 1/2% Senior Notes due 2013, any and all of its outstanding $681.0 million aggregate principal amount of 8 7/8% Senior Notes due 2015 and any and all of its outstanding $400.0 million aggregate principal amount of 8 7/8% Senior Notes due 2015, Series B, in each case, that are validly tendered in connection with Intelsat Sub Holdco's tender offers and consent solicitations and to pay related fees and expenses. The remainder of the net proceeds from the sale of the notes are expected to be used by Intelsat Jackson to purchase any and all of its outstanding $55.0 million aggregate principal amount of 9 1/4% Senior Notes due 2016 and any and all of its outstanding $284.6 million aggregate principal amount of 11 1/2% Senior Notes due 2016, in each case, that are validly tendered in connection with Intelsat Jackson's tender offers and consent solicitations, and for general corporate purposes, which could include the repayment, redemption, retirement or repurchase in the open market of other indebtedness of Intelsat S.A. or its subsidiaries. The consummation of the offering of the notes is conditioned upon receiving the requisite amount of irrevocable tenders and consents pursuant to each of the tender offers. About Intelsat Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite communications services worldwide through a global communications network of 54 satellites in orbit as of Dec. 31, 2009, and ground facilities related to the satellite operations and control, and teleport services. It had US$2.5 billion in revenue in 2009. Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings from Standard & Poor's. It has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. Washington D.C.-based Intelsat Corporation, formerly known as PanAmSat Corporation, is a fully integrated subsidiary of Intelsat S.A., its indirect parent. Intelsat Corp. had US$7.70 billion in assets against US$4.86 billion in debts as of Dec. 31, 2010. The Company reported a net loss of US$507.77 million on US$2.54 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of US$782.06 million on US$2.51 billion of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed US$17.59 billion in total assets, US$18.29 billion in total liabilities, and US$698.94 million in total Intelsat S.A shareholder's deficit. INTERTAPE POLYMER: To Close Brantford Plant Due to Strikes ---------------------------------------------------------- Intertape Polymer Group Inc. intends to close its Brantford, Ontario facility by June 2011 due to the economic consequences of the continuing strike of its unionized workers. All dollar amounts are U.S. denominated unless otherwise indicated. "After sustaining two and a half years of unprofitable operations due to the prolonged strike at the Brantford plant, we came to the unfortunate conclusion that a turnaround was highly improbable and that it was best to close the facility by June of 2011. With this closure, we expect a positive contribution to EBITDA of approximately $4 million and a decrease in sales of approximately $10 million on an annualized basis. While some of the Brantford production will be transferred to other Intertape facilities, the bulk of the activities will be discontinued," said Intertape's President and CEO, Greg Yull. As a result of this plant closure, and as announced in the Company's 2010 fourth quarter and year-end results, a charge of $7.4 million was recorded in the fourth quarter related to property, machinery, plant and equipment, severance, inventory and spare parts and supplies. Various other expenses of between $1.0 million and $1.5 million will also be recorded when paid throughout 2011. As for free cash flow, there was no impact in the fourth quarter of 2010 and a positive impact of more than $5 million is expected in 2011. About Intertape Polymer Group Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and manufactures specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,100 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe. The Company reported a net loss of US$56.44 million on US$720.51 million of sales for the year ended Dec. 31, 2010, compared with a net loss of US$14.39 million on US$615.46 million during the prior year. The Company's balance sheet at Dec. 31, 2010 showed US$506.10 million in assets, US$319.27 million in liabilities and US$186.83 million in shareholders' equity. * * * In August 2010, Moody's Investors Service revised the rating outlook on Intertape Polymer Group Inc. to negative from stable and affirmed the B2 Corporate Family Rating. Moody's also affirmed the SGL-3 speculative grade liquidity rating and instrument ratings. Moody's said the B2 Corporate Family Rating reflects Intertape's narrow operating margins, lack of pricing power, largely commoditized product line and reliance on cyclical end markets, such as industrial, building and construction segments. Intertape is operating in a fragmented and highly competitive industry. The presence of large competitors with significant financial resources restricts Intertape's ability to recover raw material increases from customers and constrains the rating. In July 2010, Standard & Poor's Ratings Services revised its outlook on Intertape Polymer Group to positive from negative and affirmed its ratings, including its 'CCC+' corporate credit rating, on the Company and its subsidiary IntertapePolymer U.S. Inc. "The outlook revision reflects some improvement in the company's liquidity position and S&P's expectation that the improvement to the financial profile will continue into the next several quarters," said Standard & Poor's credit analyst Paul Kurias. INTERTAPE POLYMER: Incurs $56.44 Million Net Loss in 2010 --------------------------------------------------------- Intertape Polymer Group Inc. filed its annual report with the U.S. Securities and Exchange Commission on Form 40-F reporting a net loss of $56.44 million on $720.51 million of sales for the year ended Dec. 31, 2010, compared with a net loss of $14.39 million on $615.46 million of sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $506.10 million in assets, $319.27 million in liabilities and $186.83 million in shareholders' equity. Net loss for the fourth quarter of 2010 was $43.4 million or $0.74 per fully diluted share compared to net loss of $8.5 million or $0.14 per fully diluted share for the same period last year. The increase in the net loss for the fourth quarter of 2010 was primarily due to non-recurring charges resulting from a change in the valuation of future US tax assets, facility closure costs, and an impairment charge related to the Company's lumber film automatic wrapping machines and related assets amounting to $31.9 million, $8.1 million and $3.9 million, respectively. "During 2010, we continued to implement manufacturing cost reduction programs totaling approximately $15 million as compared to approximately $12 million in 2009. These programs included productivity improvements, waste reduction and energy conservation and are critical to offset the impact of rising input costs and are expected to contribute to future gross margin improvements. In 2011, ongoing programs are expected to total $15 to $18 million," said Intertape's President and Chief Executive Officer, Greg Yull. A full-text copy of the annual report on Form 10-K is available at http://is.gd/UJNWmBfree of charge. About Intertape Polymer Group Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and manufactures specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,100 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe. * * * In August 2010, Moody's Investors Service revised the rating outlook on Intertape Polymer Group Inc. to negative from stable and affirmed the B2 Corporate Family Rating. Moody's also affirmed the SGL-3 speculative grade liquidity rating and instrument ratings. Moody's said the B2 Corporate Family Rating reflects Intertape's narrow operating margins, lack of pricing power, largely commoditized product line and reliance on cyclical end markets, such as industrial, building and construction segments. Intertape is operating in a fragmented and highly competitive industry. The presence of large competitors with significant financial resources restricts Intertape's ability to recover raw material increases from customers and constrains the rating. In July 2010, Standard & Poor's Ratings Services revised its outlook on Intertape Polymer Group to positive from negative and affirmed its ratings, including its 'CCC+' corporate credit rating, on the Company and its subsidiary IntertapePolymer U.S. Inc. "The outlook revision reflects some improvement in the company's liquidity position and S&P's expectation that the improvement to the financial profile will continue into the next several quarters," said Standard & Poor's credit analyst Paul Kurias. ISTAR FINANCIAL: Reports $80.21 Million Net Income in 2010 ---------------------------------------------------------- iStar Financial Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting net income of $80.21 million on $575.25 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $769.85 million on $766.20 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $9.17 billion in total assets, $7.48 billion in total liabilities, $1.36 million in redeemable noncontrolling interests, and $1.69 billion in total equity. A full-text copy of the annual report on Form 10-K is available at http://is.gd/u2c6opfree of charge. About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. * * * iStar carries a 'C' issuer default rating from Fitch Ratings Services. Fitch lowered, among other things, the IDR from 'CC' to 'C' in October 2010, noting that there is substantial amount of debt maturities in the second quarter of 2011, consisting primarily of a second lien term loan and second lien revolving credit agreement in aggregate amounting to approximately $1.7 billion, and an unsecured revolving credit facility of approximately $500 million. In order to avoid maturity defaults on the second lien obligations and unsecured revolving credit facility due June 2011, a coercive debt exchange would need to be effected, whereby the company negotiates with certain of its debt holders a material reduction in terms to avert bankruptcy, Fitch said. In July 2010, Standard & Poor's Ratings Services lowered its long- term counterparty credit rating on iStar Financial to 'CCC' from 'B-'. The outlook is negative. iStar's limited funding flexibility and the severe credit quality deterioration in its loan portfolio continue to put negative pressure on the rating, S&P said. As reported by the Troubled Company Reporter on March 22, 2011, Standard & Poor's said that it raised its counterparty credit rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it from CreditWatch where it was placed with positive implications on Feb. 23. The outlook is stable. "The upgrade reflects the company's closing of a $2.95 billion senior secured credit facility, which it will use to refinance the company's existing secured bank facilities and repay a portion of the company's unsecured debt," said Standard & Poor's credit analyst Jeffrey Zaun. If S&P's analysis of the new secured facility indicates 100% or more collateral coverage, S&P will rate the issue 'BB-'. If S&P's analysis of collateral indicates less than 100% coverage, S&P will rate the issue 'B+'. JONES SODA: Peterson Sullivan Raises Going Concern Doubt -------------------------------------------------------- Jones Soda Co. filed on March 21, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Peterson Sullivan LLP, in Seattle, Washington, expressed substantial doubt about Jones Soda Co.'s ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses from operations and negative cash flows from operating activities. The Company reported a net loss of $6.1 million on $17.5 million of revenue for 2010, compared with a net loss of $10.5 million on $26.0 million of revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $11.5 million in total assets, $2.6 million in total liabilities, and stockholders' equity of $8.9 million. A complete text of the Form 10-K is available for free at: http://is.gd/WoGvrU Headquartered in Seattle, Washington, Jones Soda Co. (NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and distributes premium beverages under the Jones Soda, Jones Pure Cane Soda(TM) and Whoopass Energy Drink(R) brands and sells through its distribution network in markets primarily across North America. KAZI FOODS: More KFC Restaurant Operators in Chapter 11 ------------------------------------------------------- American Bankruptcy Institute reports that two more operators of Kentucky Fried Chicken restaurants have filed for bankruptcy, following two affiliates that entered chapter 11 protection last month. Kazi Foods of Annapolis, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 11-47556) on March 21, 2011. Kazi Foods of New York, Inc., simultaneously sought Chapter 11 protection (Case No. 11-47551). Chapter 11 Petition Date: March 21, 2011 Two affiliates that filed for Chapter 11 petition last month are Kazi Foods of Michigan, Inc. (Case No. 11-43971) and Kazi Foods of Florida, Inc. (11-43986). KAZI FOODS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Kazi Foods of New York, Inc. 134 W. Chocolate Avenue Hershey, PA 17033 Bankruptcy Case No.: 11-47551 Debtor-affiliate that also sought Chapter 11 protection: Debtor Case No. ------ -------- Kazi Foods of Annapolis, Inc. 11-47556 Chapter 11 Petition Date: March 21, 2011 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtors' Counsel: Stephen M. Gross, Esq. Jayson Ruff, Esq. Jeffrey S. Grasl, Esq. MCDONALD HOPKINS, PLC 39533 Woodward Avenue, Suite 318 Bloomfield Hills, MI 48304 Tel: (248) 646-5070 E-mail: sgross@mcdonaldhopkins.com jruff@mcdonaldhopkins.com jgrasl@mcdonaldhopkins.com Kazi Annapolis & NY's Petitions Each Disclosed: Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of Kazi Foods of New York's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb11-47551.pdf A list of Kazi Foods of Annapolis' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb11-47556.pdf The petitions were signed by Laura A. Marcero, CRO. Debtor-affiliates that previously filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Kazi Foods of Michigan, Inc. 11-43971 02/17/11 Kazi Foods of Florida, Inc. 11-43986 02/17/11 KV PHARMACEUTICAL: Completes Sale of $225MM Sr. Secured Notes ------------------------------------------------------------- K-V Pharmaceutical Company, On March 17, 2011, completed the issuance and sale of $225 million aggregate principal amount of its 12% Senior Secured Notes due 2015 pursuant to the purchase agreements entered into by the Company on March 15, 2011 and previously reported in its Current Report on Form 8-K filed March 16, 2011. The Notes were sold to institutional investors under the purchase agreements in a private placement. The Notes were issued pursuant to an Indenture, dated as of March 17, 2011, by and among the Company, certain of the Company's subsidiaries as guarantors, and Wilmington Trust FSB, as Trustee. The Notes are guaranteed by the Company's domestic subsidiaries. The Notes were issued at a price equal to 97% of their face value and will accrue interest at an annual rate equal to 12%, payable semi-annually. The Notes are secured by the assets of the Company and by the assets and securities of certain of the Company's subsidiaries pursuant to a pledge and security agreement dated as of March 17, 2011. The Notes will mature March 15, 2015. At any time prior to March 15, 2013, the Company may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 112% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings. At any time prior to March 15, 2013, the Company may redeem all or part of the Notes at a redemption price equal to (1) the sum of the present value, discounted to the redemption date, of (i) a cash payment to be made on March 15, 2013 of 109% of the principal amount of the Notes, and (ii) each interest payment that is scheduled to be made on or after the redemption date and on or before March 15, 2013, plus (2) accrued and unpaid interest to the redemption date. At any time after March 15, 2013 and before March 15, 2014, the Company may redeem all or any portion of the Notes at a redemption price of 109% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date. At any time after March 15, 2014, the Company may redeem all or any portion of the Notes at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date. The Indenture contains certain other agreements and restrictions, including: (i) restrictions on the Company's ability to pay dividends, repurchase the Company's stock, make early payments on indebtedness that is junior to the Notes, and make certain investments; (ii) an obligation for the Company to repurchase the Notes in the event of a change of control of the Company, the sale of all or substantially all of its assets or certain merger or consolidation transactions; (iii) restrictions on the Company's ability to incur additional debt; (iv) a requirement that the Company file a registration statement with the SEC and conduct a registered exchange offer to exchange the Notes for notes that are not restricted securities under the Securities Act of 1933, as amended; and (v) a requirement that the Company establish and fund an interest reserve account of $27 million to fund interest payments due on the Notes during the first year after their issuance. The Notes were offered only to accredited investors pursuant to Regulation D under the Securities Act. The Notes have not been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws. The Company used a portion of the net proceeds from the sale of the Notes to repay in full the Company's outstanding obligations under its credit agreement with U.S. Healthcare I, L.L.C. and U.S. Healthcare II, L.L.C., to terminate the related future loan commitments thereunder, and to establish an escrow reserve for one year of interest payments on the Notes. The remaining proceeds from the issuance of the Notes will be used for general corporate purposes. About KV Pharmaceutical Company KV Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. KV Pharmaceutical has not timely filed its Form 10-K for the year ended March 31, 2010 and its Form 10-Qs for the subsequent quarterly periods. The Company's independent accounting firm, KPMG, resigned on June 25, 2010, and the Company has tapped BDO USA, LLP, to audit the fiscal 2010 financial statements. The Form 10-Q for the quarter ended June 30, 2010, was only filed March 10, 2011. The Company's balance sheet at June 30, 2010 showed $315.48 million in total assets, $488.04 million in total liabilities and a $172.56 million shareholders' deficit. The Company incurred a net loss of $283.61 million on $152.22 million of net revenue for 12 months ended March 31, 2010, compared with a net loss of $313.63 million on $312.33 million of revenue in the same period in fiscal 2009. The Company reported a net loss of $34.60 million on $3.38 million of net revenue for three months ended June 30, 2010, compared with a net loss of $53.95 million on $6.30 million of revenue in the same period in 2009. LEV PC: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------- Debtor: LEV PC, LLC 4494 Warwick Circle Grand Blanc, MI 48439 Bankruptcy Case No.: 11-31356 Chapter 11 Petition Date: March 19, 2011 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Judge: Daniel S. Opperman Debtor's Counsel: Peter T. Mooney, Esq. SIMEN, FIGURA & PARKER 5206 Gateway Centre #200 Flint, MI 48507 Tel: (810) 235-9000 E-mail: pmooney@sfplaw.com Scheduled Assets: $1,959,700 Scheduled Debts: $1,818,500 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb11-31356.pdf The petition was signed by Laval Perry, president. LIBERTY GLOBAL: S&P Affirms 'B+' Long-Term Corporate Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B+' long- term corporate credit ratings on U.S.-listed, international cable TV operator and broadband services provider Liberty Global Inc., German CATV operator and indirect subsidiary Unitymedia GmbH, and the subsidiaries of both entities. At the same time, S&P revised the outlooks on LGI, Unitymedia, and the subsidiaries of both entities to stable from positive. In addition, S&P affirmed all the outstanding issue ratings on LGI, Unitymedia, and all subsidiaries. S&P's recovery ratings on outstanding issues remain unchanged. "These rating actions follow LGI's announced purchase agreement to acquire German CATV operator KBW for approximately EUR3.2 billion," said Standard & Poor's credit analyst Guillaume Trentin, "and they reflect its view that the resulting slight increase in LGI's leverage and its management's continued very aggressive financial policy (including debt funded acquisitions and substantial share repurchases) more than offset the benefits from improved asset diversification to LGI's business risk profile." S&P projects Kabel BW Erste Beiteiligungsgesellschaft mbH's (KBW; B+/Stable/--) adjusted gross leverage will be about 7x EBITDA after the planned refinancing of its capital structure. The transaction will add EUR2.250 billion to the consolidated LGI group's debt. The outlook revision to stable on Unitymedia mirrors that on its parent LGI. S&P bases its rating on Unitymedia in part on the rating on LGI. This primarily factors in S&P's view of LGI's full control over Unitymedia's corporate strategy and financial policy. LGI's acquisition of KBW is subject to approval by the relevant regulatory authorities. S&P understands that until such approval is obtained, international private equity group EQT still controls KBW. Furthermore, S&P understands that if the deal does not receive regulatory approval by Dec. 31, 2011, Aldermanbury Investments Limited, a subsidiary of JP Morgan Chase & Co, would take ownership of KBW and then have 12 months to sell it and return the equity proceeds to LGI. "The stable outlook reflects S&P's view that LGI is likely to post moderate growth in EBITDA and FOCF and maintain adequate liquidity in the coming year, while remaining highly leveraged," said Mr. Trentin. The Standard & Poor's adjusted debt-to-EBITDA ratio for LGI will likely be in the 5x-6x range in the wake of its KBW acquisition and its overall very aggressive financial policy. Although S&P factors continued share buybacks into its rating, LGI's focus on share repurchases as a means to enhance shareholder value remains a risk from a credit perspective and limits rating upside. S&P foresees potential rating upside for LGI if it is able to establish a track record of gradually increasing its FOCF generation, implementing a more moderate financial policy (particularly regarding the use of cash), and reducing its leverage toward adjusted debt to EBITDA of 5.0x. That said, before considering a positive rating action, S&P would assess any moves by management to build up LGI's capitalization measures, such that ongoing distributions to shareholders and acquisitions would not weaken the group's leverage position materially. Conversely, S&P could envisage a negative rating action if operating performance and EBITDA margins deteriorated meaningfully, notably in the core CATV business. Any such weakening could result in adjusted leverage remaining sustainably above 6x, which would lead to downward pressure on the rating. S&P might also consider a downgrade if LGI's liquidity deteriorated materially, particularly with weak headroom under the UPC covenant; if FOCF turns negative; or if the company adopts an even more aggressive financial policy. LOCAL INSIGHT: Seeks to Employ Duff & Phelps as Consultant ---------------------------------------------------------- Local Insight Media Holdings, Inc. and its debtor affiliates seek the U.S. Bankruptcy Court for the District of Delaware's permission to employ Duff & Phelps, LLC, as their valuation consultant in connection with the evaluation of certain intangible assets, nunc pro tunc to March 16, 2011. As the Debtors' valuation consultant, Duff & Phelps will provide these services, including: (a) analysis of the value of certain of the Debtors' intangibles -- specifically directory publishing agreements, advertiser and customer lists, and trademarks and trade names -- under the premise of an "orderly liquidation;" and (b) preparation of an expert report and, if necessary, testimony in support of the valuation upon the Debtors' request. The Debtors will pay Duff & Phelps's professionals according to their customary hourly rates: Staff Rate per Hour ----- ------------- Managing Director $690 Director $620 Vice President $490 Senior Associate $370 Analyst $260 Administrative $105 The Debtors will also reimburse Duff & Phelps for expenses it incurred. In the period before the Petition Date, Duff & Phelps performed certain tax services for the Debtors. Duff & Phelps has a claim of $3,650 for those services. Duff & Phelps has agreed to waive the prepetition fees and expenses unconditionally as part of its engagement. Timothy P. Golden, a managing director at Duff & Phelps, maintains that his firm does not hold or represent any interest adverse to the Debtors, and that Duff & Phelps is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Local Insight Media Holdings Wilmington, Delaware-based Local Insight Media Holdings, Inc., is a publisher of print and online yellow page directories in the United States. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Del. Case No. 10-13677) on Nov. 17, 2010. Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del. Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr. D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D. Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del. Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D. Del. Case No. 10-13725), Regatta Investor Holdings II, Inc. (Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr. D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D. Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del. Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No. 10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-13745) filed separate Chapter 11 petitions. Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' co-counsel. The Debtors' investment banker and financial advisor is Lazard Freres & Co. LLC. The Debtors' independent auditor is Deloitte & Touche LLP. The Debtors' interim management and restructuring advisors are Alvarez & Marsal North America, LLC, and Avarez & Marsal Private Equity Performance Improvement Group, LLC. Kurtzman Carson Consultants LLC is the Debtors' notice and claims agent. Local Insight Media Holdings estimated assets of less than $50,000 and liabilities of $100 million to $500 million in its Chapter 11 petition. Local Insight Regatta reported consolidated assets of $796,270,000 against consolidated debts of $669,612,000 as of Sept. 30, 2010, according to its Form 10-Q filed with the Securities and Exchange Commission. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht & Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard & Zukin Capital Inc. as its financial advisor and investment banker. LOCAL INSIGHT: Has Until June 15 to Assume or Reject Leases ----------------------------------------------------------- At Local Insight Media Holdings, Inc., and its debtor affiliates' behest, the U.S. Bankruptcy Court for the District of Delaware extended the Debtors' time to assume or reject their unexpired leases of nonresidential real property, through and including June 15, 2011. The Debtors lease an aggregate of about 370,000 square feet pursuant to 22 Unexpired leases for directory production, storage and warehousing activities as well as for office space. Since the Petition Date, the Debtors have focused on transitioning into Chapter 11, stabilizing operations, and securing debtor-in- possession financing. Thus, the Debtors have not had the opportunity to analyze their pool of unexpired leases to make re- negotiation, assumption and rejection determinations. The Debtors stressed that if they were forced to make a hasty determination as to whether to assume or reject certain Unexpired Leases, they could make uninformed decisions and potentially incur unnecessary expenditures. The bankruptcy judge clarified that the extension of time granted is without prejudice to the Debtors' right to seek further extensions of their time to assume or reject their Unexpired Leases as provided in Section 365(d)(4) of the Bankruptcy Code. About Local Insight Media Holdings Wilmington, Delaware-based Local Insight Media Holdings, Inc., is a publisher of print and online yellow page directories in the United States. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Del. Case No. 10-13677) on Nov. 17, 2010. Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del. Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr. D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D. Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del. Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D. Del. Case No. 10-13725), Regatta Investor Holdings II, Inc. (Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr. D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D. Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del. Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No. 10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-13745) filed separate Chapter 11 petitions. Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' co-counsel. The Debtors' investment banker and financial advisor is Lazard Freres & Co. LLC. The Debtors' independent auditor is Deloitte & Touche LLP. The Debtors' interim management and restructuring advisors are Alvarez & Marsal North America, LLC, and Avarez & Marsal Private Equity Performance Improvement Group, LLC. Kurtzman Carson Consultants LLC is the Debtors' notice and claims agent. Local Insight Media Holdings estimated assets of less than $50,000 and liabilities of $100 million to $500 million in its Chapter 11 petition. Local Insight Regatta reported consolidated assets of $796,270,000 against consolidated debts of $669,612,000 as of Sept. 30, 2010, according to its Form 10-Q filed with the Securities and Exchange Commission. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht & Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard & Zukin Capital Inc. as its financial advisor and investment banker. LOCAL INSIGHT: Creditors Committee Down to 4 Members ---------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, amends the list of members of the Official Committee of Unsecured Creditors for the bankruptcy cases of Local Insight Media Holdings, Inc., and its debtor affiliates. Ms. DeAngelis noted that Directory Distributing Associates, Inc., voluntarily resigned from the Creditors Committee effective Jan. 27, 2011. Accordingly, the Creditors Committee is now composed of four members: 1) U.S. Bank National Attn: Timothy Sandell 60 Livingston Avenue St. Paul, MN 55107-2292 Tel: 651-495-3959 Fax: 651-495-8100 2) Bain & Company, Inc. Attn: Diane Fernandes 131 Dartmouth Street Boston, MA 02116 Tel: 617-572-2286 Fax: 617-880-0286 3) Quadgraphics, Inc. Attn: Patricia A Rydzik N63 W23075 State Hwy 74 Sussex, WI 53089-2827 Tel: 414-566-2127 Fax: 414-566-9415 4) Marchex Sales, Inc. 520 Pike Street Suite 2000 Seattle, WA 98101 Tel: 206-331-3310 Fax: 206-331-3696 About Local Insight Media Holdings Wilmington, Delaware-based Local Insight Media Holdings, Inc., is a publisher of print and online yellow page directories in the United States. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Del. Case No. 10-13677) on November 17, 2010. Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del. Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr. D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D. Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10- 13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10- 13678), Local Insight Listing Management, Inc. (Bankr. D. Del. Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D. Del. Case No. 10-13725), Regatta Investor Holdings II, Inc. (Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr. D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D. Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del. Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No. 10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10- 13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10- 13745) filed separate Chapter 11 petitions. Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in their restructuring efforts. Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' co-counsel. The Debtors' investment banker and financial advisor is Lazard Freres & Co. LLC. The Debtors' independent auditor is Deloitte & Touche LLP. The Debtors' interim management and restructuring advisors are Alvarez & Marsal North America, LLC, and Alvarez & Marsal Private Equity Performance Improvement Group, LLC. Kurtzman Carson Consultants LLC is the Debtors' notice and claims agent. Local Insight Media Holdings estimated assets of less than $50,000 and liabilities of $100 million to $500 million in its Chapter 11 petition. Local Insight Regatta reported consolidated assets of $796,270,000 against consolidated debts of $669,612,000 as of Sept. 30, 2010, according to its Form 10-Q filed with the Securities and Exchange Commission. LOCAL INSIGHT: Committee Wants to Mesirow Financial as Advisor -------------------------------------------------------------- The Official Committee of Unsecured Creditors for the bankruptcy cases of Local Insight Media Holdings, Inc., and its debtor affiliates seeks authority from the United States Bankruptcy Court for the District of Delaware to retain Mesirow Financial Consulting LLC, as its forensic accountants and litigation advisors, nunc pro tunc to Feb. 10, 2011. As accountants and advisor, MFC will review and analyze these and related information and documents: -- Indenture dated as of Nov. 30, 2007, among Windstream Regatta Holdings, Inc. and Wells Fargo Bank N.A.; -- Windstream Regatta Holdings, Inc. Offering Memorandum for 11.00% Senior Subordinated Notes due 2017; -- Local Insight Regatta Holdings, Inc. Confidential Information Memorandum for $365 million senior secured credit facilities dated April 2008; -- the Debtors' calculation of the Leverage Ratio as of April 23, 2008; and -- intercompany claims. MFC will be paid for services rendered based on its current normal and customary hourly rates: Senior Managing Director Managing Director and Director $745 - $795 Senior Vice-President $635 - $695 Vice President $535 - $595 Senior Associate $435 - $495 Associate $255 - $375 Paraprofessional $125 - $220 MFC has agreed to cap its blended hourly rate to no more than $500 per hour. MFC will also be reimbursed for its necessary expenses incurred. Ben Pickering, a Senior Managing Director of MFC, assures the Court that MFC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Local Insight Media Holdings Wilmington, Delaware-based Local Insight Media Holdings, Inc., is a publisher of print and online yellow page directories in the United States. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Del. Case No. 10-13677) on November 17, 2010. Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del. Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr. D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D. Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10- 13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10- 13678), Local Insight Listing Management, Inc. (Bankr. D. Del. Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D. Del. Case No. 10-13725), Regatta Investor Holdings II, Inc. (Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr. D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D. Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del. Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No. 10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10- 13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10- 13745) filed separate Chapter 11 petitions. Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in their restructuring efforts. Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' co-counsel. The Debtors' investment banker and financial advisor is Lazard Freres & Co. LLC. The Debtors' independent auditor is Deloitte & Touche LLP. The Debtors' interim management and restructuring advisors are Alvarez & Marsal North America, LLC, and Alvarez & Marsal Private Equity Performance Improvement Group, LLC. Kurtzman Carson Consultants LLC is the Debtors' notice and claims agent. Local Insight Media Holdings estimated assets of less than $50,000 and liabilities of $100 million to $500 million in its Chapter 11 petition. Local Insight Regatta reported consolidated assets of $796,270,000 against consolidated debts of $669,612,000 as of Sept. 30, 2010, according to its Form 10-Q filed with the Securities and Exchange Commission. LOCAL INSIGHT: Creditors Object to Exclusivity Period Extension --------------------------------------------------------------- BankruptcyData.com reports that Local Insight Media's official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtor's motion seeking to extend the exclusive period that the Company can file a Chapter 11 Plan and solicit acceptances thereof. According to BData, the committee expressed concern about the lack of progress in the bankruptcy case, and asserted that several milestones much first be reached before a restructuring plan can realistically be discussed. The committee believes that a 60 day extension would be more appropriate than the requested 120 day extension, to ensure the Chapter 11 progress is moving forward expeditiously, inclusively, and fairly. The committee also filed an objection to the Debtor's motion for an order authorizing the implementation of a key employee incentive plan. The committee is still performing an analysis of the Debtors' business plan, which forms the basis for the triggers and potential payouts in the KEIP. Until the analysis is complete, the committee can't determine if the performance metrics and payouts are reasonable and appropriate. About Local Insight Media Holdings Wilmington, Delaware-based Local Insight Media Holdings, Inc., is a publisher of print and online yellow page directories in the United States. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Del. Case No. 10-13677) on Nov. 17, 2010. Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del. Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr. D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D. Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del. Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D. Del. Case No. 10-13725), Regatta Investor Holdings II, Inc. (Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr. D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D. Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del. Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No. 10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-13745) filed separate Chapter 11 petitions. Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' co-counsel. The Debtors' investment banker and financial advisor is Lazard Freres & Co. LLC. The Debtors' independent auditor is Deloitte & Touche LLP. The Debtors' interim management and restructuring advisors are Alvarez & Marsal North America, LLC, and Avarez & Marsal Private Equity Performance Improvement Group, LLC. Kurtzman Carson Consultants LLC is the Debtors' notice and claims agent. Local Insight Media Holdings estimated assets of less than $50,000 and liabilities of $100 million to $500 million in its Chapter 11 petition. Local Insight Regatta reported consolidated assets of $796,270,000 against consolidated debts of $669,612,000 as of Sept. 30, 2010, according to its Form 10-Q filed with the Securities and Exchange Commission. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht & Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard & Zukin Capital Inc. as its financial advisor and investment banker. LPATH INC: Incurs $4.60 Million Net Loss in 2010 ------------------------------------------------ LPath, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $4.60 million on $7.83 million of total revenues for the year ended Dec. 31, 2010, compared with net income of $3.98 million on $11.91 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $23.84 million in total assets, $20.83 million in total liabilities and $3.01 million in total stockholders' equity. Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements at the end of 2009. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. In its audit report for 2010, the auditor did not issue a going concern qualification. A full-text copy of the annual report for the year ended Dec. 31, 2010 is available for free at http://is.gd/2I68KU About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. MANANTIAL ROCA: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Manantial Roca Cristal Inc. P.O. Box 986 Moca, PR 00676-0986 Bankruptcy Case No.: 11-02402 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Wigberto Lugo Mender, Esq. LUGO MENDER & CO Centro Internacional De Mercadeo Carr 165 Torre 1, Suite 501 Guaynabo, PR 00968 Tel: (787) 707-0404 E-mail: wlugo@lugomender.com Scheduled Assets: $747,849 Scheduled Debts: $1,534,348 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/prb11-02402.pdf The petition was signed by Lourdes S. Ramirez-Benique, president. MCCLATCHY CO: Larry Jinks Won't Seek for Re-Election as Director ---------------------------------------------------------------- Larry Jinks, a member of The McClatchy Company's board of directors, formally notified the Company of his decision to retire from the board of directors and not stand for re-election at the Company's annual meeting of shareholders on May 18, 2011. Mr. Jinks' retirement from the board of directors will be effective as of May 18, 2011. About The McClatchy Company Sacramento, Calif.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company's balance sheet at Dec. 26, 2010 showed $3.13 billion in total assets, $2.91 billion in total liabilities and $219.34 million in stockholders' equity. * * * In February 2010, Moody's Investors Service upgraded The McClatchy Company's Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1 from Caa2, and senior unsecured and unguaranteed note ratings to Caa2 from Caa3, concluding the review for upgrade initiated on January 27, 2010. The upgrades reflect McClatchy's improved liquidity position and reduced near-term default risk following completion of the company's refinancing, and its ability to stabilize EBITDA performance through significant cost reductions. The rating outlook is stable. Standard & Poor's Ratings Services also raised its corporate credit on Sacramento, California-based The McClatchy Co. to 'B' from 'B-'. The upgrade reflects the significant current and expected moderation in the pace of ad revenue declines in 2010 and 2011 and improving debt leverage and discretionary cash flow. As reported by the Troubled Company Reporter on Feb. 8, 2011, Fitch Ratings has upgraded the Issuer Default Rating of the McClatchy Company to 'B-'. The Rating Outlook is Stable. The revenue declines endured by McClatchy in 2010 were materially lower than Fitch's expectation. Fitch had modeled declines in the mid-teens versus actual declines in the mid-single digits. While Fitch expected the company to focus on cost containment, the company's success exceeded Fitch expectations. Fitch had expected EBITDA to decline more than 10% versus actual EBITDA growth in the mid-single digits. As a result absolute debt and leverage were better than Fitch expectations. Fitch estimates 2010 year end gross unadjusted leverage of approximately 4.7 times. Fitch expects the company will be able to meet its pension funding obligations and satisfy all of its maturities up to and including its senior unsecured notes due in 2014 ($169 million balance as of Sept. 30, 2010). Also, Fitch does not expect McClatchy will have any issues meeting its credit agreement financial covenants (under both Fitch's base and stress cases). MEMC ELECTRONIC: Moody's Retains 'B1' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service said MEMC Electronic Materials, Inc.'s B1 Corporate Family Rating is not immediately impacted by the suspension of operations at its Utsunomiya, Japan wafer production facility, as a result of the consequences of the earthquake that occurred on March 11. Moody's does expect MEMC's temporary shutdown to delay production of silicon wafers and result in some minimal loss of revenues over the near-term. The last rating action was on Feb. 24, 2011, when Moody's assigned a first-time B1 CFR with a stable outl,ook to MEMC. Headquartered in St. Peters, Missouri, MEMC is a leading supplier of polysilicon semiconductor and solar wafers to semiconductor foundries, IDMs (integrated device manufacturers) and solar cell/module manufacturers. Through its SunEdison subsidiary, MEMC also develops, constructs and operates solar energy power projects. Revenues for the twelve months ended Dec. 31, 2010 were approximately $2.2 billion. MERIDIAN BEHAVIORAL: Sues Fifth Street Over Collapse ---------------------------------------------------- Lender Fifth Street Mezzanine Partners II improperly forced a methadone clinic and rehabilitation business into default and bankruptcy, according to a suit filed by Meridian Behavioral Health, DealFlow Media's The Distressed Debt Report said last week. Melissa Loth, writing for Twin Cities Business, reports that according to documents filed in Bankruptcy Court, Meridian and its sister company MK Network, LLC, had been in negotiations to refinance a joint loan with their Fifth Street Finance Corporation. The documents said Fifth Street "abruptly" issued a notice of default to Meridian and MK and instructed their banks not to honor any checks or process any transfers from their accounts -- prompting them to file for bankruptcy to protect the businesses. "Accordingly, [Meridian and MK] took the unfortunate but necessary step of filing their voluntary petitions to protect their business and preserve the value of their assets," the documents said, according to Twin Cities Business. The two companies owe a combined $20.8 million to Fifth Street -- MK owes $15.97 million while Meridian owes $4.8 million, according to Twin Cities Business, citing the court documents. About MK Network & Meridian Behavioral MK Network, LLC, and Meridian Behavioral Health Network LLC, along with a number of related entities, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10859). MK Network, LLC and its related affiliates provide medical communication services and assist pharmaceutical and biotechnology brand teams with educating healthcare professionals on the features, benefits and appropriate prescribing of drugs. It collectively employs 47 persons and has a monthly payroll of $270,000. Meridian Behavioral Health Network LLC and its subsidiaries own largest for-profit behavioral healthcare company in Minnesota. It collectively employs approximately 220 persons and have a monthly payroll of approximately $700,000. The MK Network Debtors are MK Network, LLC and its subsidiaries: MedKnowledge Group, LLC; TCL Institute LLC; Insight Interactive Network LLC; MedKnowledge Communications LLC; InteliMed Communications LLC; MK Global Communications LLC; PharMediCom LLC; MES Communications LLC; Center for Health Care Education LLC; Medfinance LLC; Chester Education Group LLC; and, The Center for Medical Knowledge LLC. The Meridian Debtors are Meridian Behavioral Health LLC and its subsidiaries: Avalon Programs LLC; Alliance Clinic LLC; Cedar Ridge Treatment Center LLC; Meadow Creek LLC; Odyssey Programs LLC; Tapestry Treatment Center LLC; and, Twin Town Treatment Center LLC. Samuel Jason Teele, Esq., at Lowenstein Sandler, P.C., serves as the Debtors' bankruptcy counsel. Meridian and its subsidiaries had total assets of $13,932,174 and total liabilities of $12,379,110 as of Dec. 31, 2010. MK Network had consolidated assets of $27,334,969 and $29,447,953 as of Dec. 31, 2010. MERISANT COMPANY: Moody's Assigns 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has assigned a B2 corporate family rating to Merisant Company and a B2 rating to its $109 million senior secured term loan due 2014. The facility was executed in conjunction with Merisant's emergence from Chapter 11 bankruptcy on January 8, 2010. The rating outlook is stable. These ratings have been assigned: -- B2 corporate family rating; -- B3 probability of default rating; and -- B2 (LGD3, 34%) to the $109 million senior secured term loan due 2014. Ratings Rationale The B2 corporate family rating reflects Merisant's strong brand recognition in the artificial sweetener market, including its Equal, Canderel and PureVia products, the global diversification of its sales, solid margins and meaningful market share. However, the ongoing commoditization of artificial sweetener products, including the key component of Equal and Canderel, aspartame, and increased participation by private label competitors are expected to drive competition and weigh on revenues over the intermediate term following multiple years of revenue decline. Merisant's launch of PureVia, a stevia product in the natural sweetener category, and the introduction of its sucralose and saccharin products should help mitigate these pressures given the initial success of the PureVia introduction in Europe. The bankruptcy process coupled with recent debt repayments has significantly reduced Merisant's debt load. However, at 4.1x (adjusted to include operating leases and convertible preferred stock) at Dec. 31, 2010, Moody's views Merisant's financial leverage as moderately high. Given the recent focus on debt reduction and the presence of a private equity sponsor, the rating incorporates a heightened risk of a leveraged recapitalization. The company's liquidity profile is adequate and Moody's anticipates that Merisant will maintain meaningful cash balances given the absence of a revolving credit facility in the current bank credit facility. The term loan is secured by a first lien on all property and assets. In addition, the facility benefits from upstream guarantees from its subsidiaries and is subject to two financial maintenance covenants which Moody's believes will provide ample cushion. The convertible preferred stock has no redemption feature and the payment of accrued dividends occurs only if declared upon sale or liquidation events (Basket C - 50% debt). The ratings could be downgraded if new product introductions were unable to offset declines in Merisant's core aspartame products resulting in a material decline in the company's earnings and liquidity profile. The ratings are not likely to be upgraded in the near term given the heightened risk of a leveraged recapitalization in light of the company's private equity ownership. A commitment to and the demonstration of an ability to maintain adjusted leverage around 3.5x would be viewed positively. Merisant Company is a leading global producer and marketer of substitute sweeteners including Equal, Canderel and PureVia. Net sales for the twelve months ending Dec. 31, 2010, were roughly $230 million. MICHAELS STORES: Reports $98 Million Net Income in 2010 ------------------------------------------------------- Michaels Stores, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting net income of $98 million on $4.03 billion of net sales for the year ended Jan. 29, 2011, compared with net income of $107 million on $3.89 billion of net sales during the prior year. The Company disclosed in a press release net income of $98 million on $1.33 billion of net sales for the quarter ended Jan. 29, 2011, compared with net income of $86 million on $1.30 billion of net sales for the quarter ended Jan. 30, 2010. John Menzer, chief executive officer, said in the press release, "We are pleased to announce fiscal 2010 sales surpassed $4 billion, and I would like to congratulate every associate across the organization on this noteworthy accomplishment. Fourth quarter net sales increased 2.4% driven by $22 million of incremental sales from non-comparable new stores and increased same-store sales of 70 basis points, led by our custom framing, bakeware and wall frame categories." The Company's balance sheet at Jan. 29, 2011 showed $1.77 billion in total assets, $4.43 billion in total liabilities and a $2.66 billion stockholders' deficit. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/56R0SU About Michaels Stores Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. * * * Michaels Stores carries a 'B3' corporate family rating from Moody's Investors Service. As reported by the Troubled Company Reporter on Oct. 8, 2010, Moody's assigned Caa1 rating to Michaels Stores's proposed $750 million senior unsecured bonds due 2018. Proceeds from the note offering will be used to tender for an existing $750 million series of unsecured notes. The refinancing, while improving the maturity profile of the company, has no impact on Michaels' current capital structure or ratings. Moody's said Michaels' CFR reflects its significant financial leverage and weak credit metrics. It also recognizes Michaels' leadership position in the highly fragmented arts and crafts segment, and its high operating margins. The rating takes into consideration the company's participation in some segments that have greater sensitivity to economic conditions, such as its custom framing business. Michaels' ratings also reflect its good liquidity with limited near term debt maturities. MICROBILT CORP: Wants to Halt Termination of Chex Deal ------------------------------------------------------ Chapter11Cases.com reports that MicroBilt Corporation and CL Verify LLC said in court filings that their bankruptcy filings were in response to recent developments in their long-running dispute with Fidelity National Information Services, Inc., d/b/a Chex Systems, Inc. The dispute began in 2008 when Chex Systems "unilaterally terminated its contract with MicroBilt" as a result of a dispute. That dispute, Chapter11Cases.com says, was resolved through arbitration and resulted in a June 2009 memorandum of understanding and an August 2009 resale agreement, which was subsequently amended in January 2010. However, court papers say, when MicroBilt acquired CL Verify, new disputes between the companies and Chex arose resulting in new litigation in federal district court in Florida and, after Chex attempted to "wrongfully terminate" the 2009 resale agreement, in state and federal courts in New Jersey. MicroBilt sought a temporary restraining order in New Jersey federal court, but the request was denied. Chex then informed MicroBilt that it intended to terminate the resale agreement effective March 20, 2011. After receiving notice of the pending termination on March 18, MicroBilt filed the initial chapter 11 case to prevent Chex from terminating the contract. Chapter11Cases.com notes that, pursuant to the disputed agreements, MicroBilt purchases information from Chex which it then resells to MicroBilt and CL Verify's end customers. MicroBilt said if the agreement is terminated, it "will lose a substantial customer base because the customers to whom it resells Information comprise 58% of its business . . . and there is no replacement vendor from whom the Debtor can feasibly purchase the same Information it purchases from Chex." About MicroBilt and CL Verify MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC in Tampa, Florida, offer small business owner solutions for fraud prevention, consumer financing, debt collection, skip tracing and background screening. MicroBilt provides access to over 3 billion debit account records, nearly 30 billion pieces of demographic and public record data and over 100 million unique consumer records to prevent identity fraud, evaluate credit risk and retain customer relationships. MicroBilt and CL Verify filed for Chapter 11 five days apart: MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011, and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23, 2011. MicroBilt listed $10 million to $50 million in both assets and debts. CL Verify listed $100 million to $500 million in assets, but under $1 million in debts. Court papers say the Debtors have roughly $8.4 million in unsecured debt and no secured debt. According to court papers, the Debtors believe they have an enterprise value of $150 million to $180 million. Kenneth Rosen, Esq., at Lowenstein Sandler PC, serves as the bankruptcy counsel. MORGANS HOTEL: Appoints New Directors and Senior Managers --------------------------------------------------------- Morgans Hotel Group Co. announced, on March 21, 2011, the following Board of Directors and senior management changes: * Ron Burkle, Managing Partner at The Yucaipa Companies, LLC, joined the Board, effective March 20, 2011, as the nominee appointed by Yucaipa, the Company's largest stakeholder; * David Hamamoto, Chairman of the Board and one of the Company's largest stockholders, was appointed Executive Chairman, effective March 20, 2011; * Jason Taubman Kalisman, founding member of the Company's largest stockholder, OTK Associates, joined the Company's Board, effective March 22, 2011; * Michael Gross, a member of the Board who previously served on its Corporate Governance and Nominating Committee, was appointed Chief Executive Officer, effective March 20, 2011; * Daniel Flannery, who previously served with Marriott International, Inc., was appointed Chief Operating Officer, effective April 9, 2011; and * Yoav Gery, who previously served with Marriott International, Inc., was appointed Chief Development Officer, effective March 23, 2011. David T. Hamamoto (51) was appointed Executive Chairman, effective as of March 20, 2011. He has been Chairman of the Company's Board of Directors since February 2006. Mr. Hamamoto is the Chairman of the Board of NorthStar Realty Finance Corp. and has served as Chief Executive Officer and President of NorthStar Realty Finance Corp. since October 2004. Mr. Hamamoto co-founded NorthStar Capital Investment Corp. in July 1997, having co-founded and previously been a partner and co-head of the Real Estate Principal Investment Area at Goldman, Sachs & Co. In 1988, Mr. Hamamoto initiated the effort to build a real estate principal investment business at Goldman, Sachs & Co. under the auspices of the Whitehall Funds. Mr. Hamamoto is an Honorary Trustee of the Brearley School where he served as a Trustee from 1999 to 2007, including as President from 2005 to 2007. He is the Co-Chair of Stanford University Parents' Advisory Board and serves as a Trustee of the Riverdale Country School. Mr. Hamamoto received a Bachelor of Science from Stanford University and a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania. Michael Gross (35) was appointed Chief Executive Officer of the Company, effective as of March 20, 2011. He has been a member of the Company's Board of Directors since October 2009 as Yucaipa's designee to the Board and served as a member of the Company's Corporate Governance and Nominating Committee. He concentrated on sourcing opportunities for various Yucaipa investment funds from 2008 until his appointment as the Company's Chief Executive Officer, at which time discontinued his relationship with Yucaipa. From 1998 to 2007, Mr. Gross focused on consumer and real estate companies with various investment and research roles at Prentice Capital Management, S.A.C. Capital Advisors, LLC, Lehman Brothers Inc., Salomon SmithBarney and Granite Partners. Mr. Gross served on the boards of Bluefly, Inc., an e-commerce fashion company, and Ascendia Brands, Inc., a cosmetics and personal care products company, from 2006 to 2007. Mr. Gross graduated with a Bachelor of Science from Cornell University's School of Hotel Administration. Daniel R. Flannery (47) was appointed Chief Operating Officer of the Company, effective as of April 9, 2011. Prior to joining the Company, Mr. Flannery was the Vice President and Managing Director for Marriott International, Inc., from January 2009 to April 2011, where he led the company's efforts to develop and implement all operating, brand, design, sales, marketing and public relations strategies as well as recruiting and pre-opening efforts for the Marriott brand EDITION's first hotels. Before that, Mr. Flannery spent seven years at the Ritz-Carlton Hotel Company, a wholly- owned subsidiary of Marriott International, as its General Manager and Area Vice President for New York, New York and Boston, Massachusetts from September 2002 to January 2009. Mr. Flannery currently serves on the executive committee and board of directors for the Tisch Center for Hospitality, Tourism and Sports Management at New York University, the Dean's Advisory Council for the Smith School of Business at the University of Maryland, and is a distinguished lecturer for the New York University Brener Lecture Series. He previously served on the board of directors for The Hotel Association of New York City from 2007 to 2009. Mr. Flannery received a Bachelor of Science from The Smith School of Business at The University of Maryland. Yoav Gery (42) was appointed Chief Development Officer of the Company, effective as of March 23, 2011. Prior to joining the Company, Mr. Gery served in various executive positions at Marriott International, Inc., including Vice President of Lodging Development from October 2005 to August 2007, Senior Vice President of Lodging Development from August 2007 to May 2010, and most recently as the Chief Development Officer for full service hotels in North America from May 2010 to March 2011, where he led the company's full service development group in the United States and Canada. While at Marriott, Mr. Gery also helped launch the EDITION brand for Marriott and oversaw the global development efforts for that brand, including projects in the Americas, Europe, the Middle East and Asia. Mr. Gery received an AB degree from Duke University and a JD from George Washington University National Law Center. Ronald W. Burkle (58) joined the Company's Board of Directors on March 20, 2011. Mr. Burkle is Managing Partner of The Yucaipa Companies, a private investment firm, which he founded in 1986. Mr. Burkle has served as Chairman of the Board and controlling shareholder of numerous companies including Alliance Entertainment, a distributor of music, movies and game software, Golden State Foods, and supermarket chains Dominick's, Fred Meyer, Ralph's and Food4Less. Mr. Burkle is Co-Chairman of the Burkle Center for International Relations at UCLA, a trustee of the Carter Center, the National Urban League and AIDS Project Los Angeles and a member of the board of directors of the Frank Lloyd Wright Building Conservancy. Mr. Burkle served as a director of the following public companies: Occidental Petroleum Corp. from 1999 to 2010, Yahoo! Inc. from 2001 to 2010 and and KB Home Corporation from 1995 to 2010. Mr. Burkle brings to the Board his valuable business expertise in a wide variety of areas, as well as his experience of serving on the boards of numerous public and private companies. Mr. Burkle was appointed to the Board on March 20, 2011 as a designee of the Yucaipa investors, pursuant to certain arrangements the Company entered into with the Yucaipa investors in October 2009 providing Yucaipa the right to designate one of our directors. Previously, Mr. Gross had been the designee of the Yucaipa investors, until he was appointed the Company's Chief Executive Officer, at which time he discontinued his relationship with Yucaipa. In September 2010, Mr. Burkle entered into an extended stay arrangement with the Company's Sanderson hotel, pursuant to which he makes monthly payments of approximately GBP�17,143 for use of a hotel suite. Jason T. Kalisman, CFA (32), joined the Company's Board of Directors on March 22, 2011. Mr. Kalisman is a Founding Member of OTK Associates, LLC, which is the Company's largest stockholder. Mr. Kalisman concurrently serves as a Vice President of GEM Realty Capital, Inc., an integrated global real estate investment firm focusing on publicly traded real estate securities and private- market real estate assets, where he has been since 2009. Prior to co-founding OTK Associates in 2008, Mr. Kalisman worked at The Goldman Sachs Group, Inc., a global investment banking and management firm, from 2001 to 2007. Mr. Kalisman received a Bachelor of Arts in Economics from Harvard College and a Masters of Business Administration from the Stanford Graduate School of Business, and has earned the right to use the Chartered Financial Analyst designation. Mr. Kalisman brings to the Board his valuable expertise in the real estate and investment industries, as well as in corporate finance and governance matters. 2011 Outperformance Awards Also in connection with the appointments of the new executives, the Company implemented an Outperformance Award Program, which is a long-term incentive plan intended to provide the Company's senior management with the ability to earn cash or equity awards based on the Company's level of return to shareholders over a three-year period. Pursuant to the Outperformance Award Program, each of Messrs. Hamamoto, Gross, Flannery and Gery will receive, within approximately the next 90 days, one of the following awards, in each case reflecting the participant's right to receive a participating percentage in an outperformance pool if the Company's total return to shareholders increases by more than 30% over a three-year period from March 20, 2011 to March 20, 2014: (i) a new series of outperformance long-term incentive units, subject to vesting and the achievement of certain performance targets, or (ii) in the event the Company does not receive confirmation that it can issue OPP LTIP Units under applicable Nasdaq listing requirements, the right to receive cash, subject to vesting and the achievement of certain performance targets. The TRS will be calculated based on the average closing price of the Company's common shares on the thirty trading days ending on the Final Valuation Date. The baseline value of the Company's common shares for purposes of determining the TRS will be $8.87, the closing price of the Company's common shares on March 18, 2011. The Participation Percentages granted to Messrs. Hamamoto, Gross, Flannery and Gery were 35%, 35%, 10%, and 10%, respectively. Each of the current participants' Awards vests on March 20, 2014, contingent upon his continued employment, except for certain accelerated vesting events. The aggregate dollar amount available to all participants in the Program is equal to 10% of the amount by which the Company's March 20, 2014 valuation exceeds 130% of the Company's March 20, 2011 valuation and the dollar amount payable to each participant is equal to such participant's Participating Percentage in the Total Outperformance Pool. If a participant receives his Award in the form of OPP LTIP Units, the participant will either forfeit existing OPP LTIP Units or receive additional OPP LTIP Units following the Final Valuation Date so that the value of the vested OPP LTIP Units of the participant are equivalent to the participant's Participation Amount. If a participant receives his award as a right to receive cash, the participant will be paid in cash or through the issuance of fully vested equity, at the election of the Company, under one of the Company's shareholder-approved, registered equity incentive plans with a value equal to the Participation Amount, subject to future shareholder approval of the additional shares available for issuance under the equity incentive plans. Participants will forfeit any unvested Awards upon termination of employment; provided, however, that in the event a participant's employment terminates because of death or disability, or employment is terminated by the Company without Cause or by the participant for Good Reason, as such terms are defined in the participant's employment agreements, the participant will not forfeit the Award and will receive, following the Final Valuation Date, a Participation Amount reflecting his partial service. If the Final Valuation Date is accelerated by reason of certain Change of Control transactions, each participant whose Award has not previously been forfeited will receive a Participation Amount upon the Change of Control reflecting the amount of time since the effective date of the program, which was March 20, 2011. OPP LTIP Units represent a special class of membership interest in the Company's operating company, Morgans Group LLC, which are structured as profits interests for federal income tax purposes. Conditioned upon minimum allocations to the capital accounts of the OPP LTIP Units for federal income tax purposes, each vested OPP LTIP Unit may be converted, at the election of the holder, into one Membership Unit in the Operating Company. During the six-month period following the Final Valuation Date, the Operating Company may redeem some or all of the vested OPP LTIP Units at a price equal to the common share price on the Final Valuation Date. From and after the one-year anniversary of the Final Valuation Date, for a period of six months, participants will have the right to cause the Operating Company to redeem some or all of the vested OPP LTIP Units at a price equal to the greater of the common share price at the Final Valuation Date or the then current common share price. Beginning 18 months after the Final Valuation Date, each of these OPP LTIP Units is redeemable at the election of the holder for: (1) cash equal to the then fair market value of one share of the Company's common stock, or (2) at the option of the Company, one share of Common Stock, in the event the Company then has shares available for that purpose under its shareholder- approved equity incentive plans. Participants are entitled to receive distributions on their vested OPP LTIP Units if any distributions are paid on the Company's common stock following the Final Valuation Date. 2011 Executive Promoted Interest Bonus Pool In connection with the appointments of the new executives, the Company implemented the 2011 Executive Promoted Interest Bonus Pool, which is a long-term incentive plan intended to provide the Company's senior management with the ability to participate in the growth of the Company's management business, provided the Company's level of return to shareholders meets specified hurdles. The 2011 Executive Promoted Interest Bonus Pool, effective March 20, 2011, provides that until the earlier of (i) March 20, 2014 and (ii) termination of employment with respect to a grantee, certain promoted interests that the Company has the right to receive as an equity promote or similar contractual right from owners of Company managed hotels will be contributed to the bonus pool, in the form of a limited liability company. An Eligible Promoted Interest is an interest in a hotel investment entity or similar contractual right that represents a right to participate in profits, losses and gains in excess of capital contributions that is acquired in a transaction approved by the Company's investment committee in accordance with pre-established standards or by an independent committee of the Board; Eligible Promote Interests do not include incentive management fees. As of the date of this report, Promote Pool LLC has not been organized and there were no Eligible Promoted Interests to be contributed to Promote Pool LLC. Each of Messrs. Hamamoto, Gross, Flannery and Gery, has been granted the right to receive an employee participation interest in Promote Pool LLC of 35%, 35%, 10% and 10%, respectively. The Company's Operating Company will hold the managing member interest in Promote Pool LLC. At least 50% in each series of Eligible Promoted Interests will be allocated to the managing member's interest; the remaining Eligible Promoted Interests in each series will be allocated to the employee Participation Interests. Each employee's Participation Interest will be represented by a series of units, with each series specific to an individual Eligible Promoted Interest in one or more hotels. Each series of Employee Units generally will vest (i) 1/3 upon the later of the third anniversary of the effective date and the Company's entering into a transaction that provides for the applicable Eligible Promoted Interest, (ii) 1/3 upon the later of the third anniversary of the effective date and the hotel related to the applicable Eligible Promoted Interest becoming operational, and (iii) 1/3 upon the later of the third anniversary of the effective date and a sale event for the applicable hotel or Eligible Promoted Interest. Grantees will forfeit any unvested Employee Units upon termination of employment; provided, however, that in the event a grantee's employment terminates because of death or disability, or is terminated by the Company without Cause or by the grantee for Good Reason. Distributions from Promote Pool LLC to participants will made upon receipt of proceeds in respect of Eligible Promote Interests; provided, however, that such distributions are conditioned upon (i) the Company's achievement of a 9% compounded annual growth return from March 20, 2011 until the date cash payments are received by Promote Pool LLC and (ii) the Company continues to manage the applicable hotel property immediately following the event giving rise to the applicable proceeds. The Company maintains the right to exercise all rights in the Eligible Promoted Interests, such as voting and other consent rights, and the right to purchase Eligible Promoted Interests from Promote Pool LLC at their fair market value at any time. David Hamamoto Employment Agreement On March 20, 2011, the Company entered into an employment agreement, effective as of such date, with David Hamamoto in connection with his appointment as Executive Chairman. The employment agreement provides for the following, among other, terms: * an initial three-year contract term, which the Company may offer to renew for a six month period with 75 days notice prior to the end of the initial term on the same terms as applicable at the end of the initial term; * no minimum base salary, provided, however, that the Company may elect to provide, at its discretion, a base salary of $375,000 after the first year in lieu of the annual award of LTIP units described below; * if the Company elects to provide an annual base salary, it will also be required to provide an annual cash bonus with a target payout of 100% of the annual base salary, with actual payouts ranging from 50% to 150%, provided that the Company may elect to pay any bonus in excess of 100% in the form of equity; * a grant of options to purchase 600,000 shares of the Company's common stock, at an exercise price equal to the fair market value on the grant date, vesting pro rata over a 3-year period on each anniversary date of grant, pursuant to the Amended and Restated 2007 Omnibus Incentive Plan, as amended; * a grant of 75,000 long-term incentive plan units vesting pro rata on a monthly basis over the next 12 months beginning on the first monthly anniversary of the date of grant, pursuant to the 2007 Plan, and the right to receive an additional grant of LTIP units valued at $675,000 on each anniversary of the grant date; provided, however, that in lieu of the additional grants of LTIP units, the Company may elect, in its discretion, to pay an annual base salary and annual bonus; * a 35% Participation Interest in Promote Pool LLC; * a 35% Participating Percentage in the Total Outperformance Pool; * no obligation to resign from the Board in the event of termination of employment, other than for Cause; and * medical and other group welfare plan coverage and fringe benefits provided to our executive employees generally. In addition, Mr. Hamamoto's employment agreement provides for certain payments to be made upon his termination. Mr. Hamamoto is also subject to certain non-competition and standstill provisions for six months following termination of his employment and to certain non-solicitation provisions for 12 months following termination of his employment. He also may not pursue any prospective deals in the Company's deal pipeline for 12 months following termination of his employment. Mr. Hamamoto's employment agreement provides that Mr. Hamamoto is committed to devote a sufficient portion of his business time, attention and energies to performance of his duties under his employment agreement with the Company. The Company acknowledges, however, that Mr. Hamamoto is also committed to devote at least a majority of his business time, attention and energies to performance of his duties under his employment agreement with NorthStar Realty Finance Corp. and as a director thereof, and agrees that Mr. Hamamoto's doing so will not constitute "Cause" or a violation of his employment agreement with the Company. Furthermore, the Company has agreed to reimburse Mr. Hamamoto for his reasonable legal fees and expenses incurred in connection with the negotiation of the employment agreement. Michael Gross Employment Agreement On March 20, 2011, the Company entered into an employment agreement, effective as of such date, with Michael Gross in connection with his appointment as Chief Executive Officer. The employment agreement provides for the following terms: * an initial three-year contract term, which the Company may offer to renew for a six month period with 75 days notice prior to the end of the initial term on the same terms as applicable at the end of the initial term; * a minimum base salary of $750,000 per year, subject to review and increase annually at the discretion of the Board or Compensation Committee and in accordance with standard practice of the Company; * eligibility to receive an annual cash bonus for each of 2011, 2012 and 2013 with a target payout of 100% of annualized base salary, with any excess over 100% payable in equity, at the discretion of the Compensation Committee; provided that (i) for 2011, the bonus will be prorated for the partial year, with 50% of the target bonus guaranteed, and the remaining 50% dependent on performance (40% based on EBITDA, 10% on RevPAR Index) and (ii) for 2012 and 2013, the target payout will range from 50% to 150% of base salary, based on individual performance; * a grant of options to purchase 300,000 shares of the Company's common stock, at an exercise price equal to the fair market value on the grant date, vesting pro rata over a 3-year period on each anniversary date of grant, pursuant to the 2007 Plan; * a grant of 125,000 LTIPs, vesting pro rata over a 3-year period on each anniversary date of grant, pursuant to the 2007 Plan; * a 35% Participation Interest in Promote Pool LLC; * a 35% Participating Percentage in the Total Outperformance Pool; * no obligation to resign from the Board in the event of termination of employment, other than for Cause; and * medical and other group welfare plan coverage and fringe benefits provided to our executive employees generally. In addition, Mr. Gross's employment agreement provides for certain payments to be made upon his termination. Mr. Gross is also subject to certain non-competition and standstill provisions for six months following termination of his employment and to certain non-solicitation provisions for 12 months following termination of his employment. He also may not pursue any prospective deals in the Company's deal pipeline for 12 months following termination of his employment. Furthermore, the Company has agreed to reimburse Mr. Gross for his reasonable legal fees and expenses incurred in connection with the negotiation of the employment agreement. Daniel Flannery Employment Agreement; Yoav Gery Employment Agreement On March 20, 2011, the Company entered into an employment agreement, effective as of April 9, 2011, with Daniel Flannery in connection with his appointment as Chief Operating Officer, and an employment agreement, effective as of March 23, 2011, with Yoav Gery in connection with his appointment as Chief Development Officer. Each of these employment agreements provide for the following terms: * an initial three-year contract term, which the Company may offer to renew for a six month period with 75 days notice prior to the end of the initial term on the same terms as applicable at the end of the initial term; * a base salary of $600,000 per annum, subject to review and increase annually at the discretion of the Board or Compensation Committee, and increasing in accordance with standard practice of the Company; * eligibility to receive an annual cash bonus for each of 2011, 2012 and 2013 with a target payout of 100% of annualized base salary, with any excess over 100% payable in equity, at the discretion of the Compensation Committee; provided that (i) for 2011, the bonus will be prorated for the partial year, with 50% of the target bonus guaranteed, and the remaining 50% dependent on performance (40% based on EBITDA, 10% on RevPAR Index), and (ii) for 2012 and 2013, the target payout will range from 50% to 150% of base salary, based on individual performance; * a grant of options to purchase 200,000 shares of the Company's common stock, at an exercise price equal to the fair market value on the grant date, vesting pro rata over a 3-year period on each anniversary date of grant, as an inducement grant under the Nasdaq rules; * a grant of shares of restricted stock units (43,000 shares for Mr. Flannery and 65,250 for Mr. Gery), vesting pro rata over a 3-year period on each anniversary date of grant, as an inducement grant under the Nasdaq rules; * a 10% Participation Interest in Promote Pool LLC; * a 10% Participating Percentage in the Total Outperformance Pool; and * medical and other group welfare plan coverage and fringe benefits provided to the Company's executive employees generally. In addition, the employment agreements provide for certain payments to be made upon the executive's termination. Each of messrs. Flannery and Gery are also subject to certain non- competition and standstill provisions for six months following termination of his employment and to certain non-solicitation provisions for 12 months following termination of his employment. He also may not pursue any prospective deals in the Company's deal pipeline for 12 months following termination of his employment. Furthermore, the Company has agreed to reimburse each of Messrs. Flannery and Gery for up to $20,000 of relocation expenses and his reasonable legal fees and expenses incurred in connection with the entering into of the employment agreement. Potential Payments Upon Termination Pursuant to the employment agreement, each of the newly appointed executives is entitled to certain payments or terms upon termination or change in control. All payments and terms, other than the payment of accrued base salary are conditioned upon the execution of a release by the executive in connection with the termination of his employment. Departures of Fred Kleisner and Marc Gordon; Severance Agreement On March 21, 2011 the Company announced that Fred Kleisner, whose employment agreement expires on March 31, 2011, stepped down as Chief Executive Officer and resigned from the Board effective March 20, 2011. On March 21, 2011, the Company also announced that Marc Gordon, whose employment agreement with the Company is scheduled to end on April 1, is leaving the Company to pursue other interests. Mr. Gordon, who was appointed President in October 2009, had been employed by the Company since its initial public offering and had been involved with its predecessors since 1997. In connection with his departure, the Company entered into a separation agreement and release with Mr. Gordon on March 20, 2011. Pursuant to the Separation Agreement, the Company agreed to pay Mr. Gordon (1) a lump sum severance payment of $2,069,000, (2) monthly consulting payments of $66,666 per month through December 2011, and (3) a lump sum payment of $300,000 in January 2012. The Company also agreed that all of Mr. Gordon's equity awards would vest and that he will be eligible to elect continuation coverage under COBRA. In consideration of the monthly consulting payments, Mr. Gordon agreed to make himself available to provide consulting services to the Company through December 2011. In addition, Mr. Gordon agreed to certain non-competition and standstill provisions that are effective for nine months following the date of the Separation Agreement and certain non-solicitation provisions that are effective through March 31, 2012. Mr. Gordon resigned from the Company's Board, effective March 20, 2011. 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. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $714.77 million in total assets, $716.58 million in total liabilities, a $12.72 million shareholders' deficit and $10.92 million noncontrolling interest. MORGANS HOTEL: Ronald Burkle Discloses 29.2% Equity Stake --------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Ronald W. Burkle and his affiliates disclosed that they beneficially owns 12,500,000 shares of common stock of Morgans Hotel Group Co. representing 29.2% of the shares outstanding, based upon the 30,311,503 shares of Common Stock outstanding as of March 15, 2011, as disclosed by the Company in its Annual Report on Form 10-K for the year ended Dec. 31, 2010 and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise. A full-text copy of the filing is available for free at: http://is.gd/1d4rLF 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. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $714.77 million in total assets, $716.58 million in total liabilities, a $12.72 million shareholders' deficit and $10.92 million noncontrolling interest. MORGANS HOTEL: David Hamamoto Discloses 10.7% Equity Stake ---------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, David T. Hamamoto disclosed that he beneficially owns 3,315,402 shares of common stock of Morgans Hotel Group Co. representing 10.7% of the shares outstanding. As of March 15, 2011, the Company had issued and outstanding 30,311,503 shares of common stock, par value $0.01 per share. 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. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $714.77 million in total assets, $716.58 million in total liabilities, a $12.72 million shareholders' deficit and $10.92 million noncontrolling interest. MORGANS HOTEL: Parag Vora Discloses 5.44% Equity Stake ------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Parag Vora and his affiliates disclosed that they beneficially own 1,650,000 shares of common stock of MOrgans Hotel Group Co. representing 5.44% of the shares outstanding. As of March 15, 2011, the Company had issued and outstanding 30,311,503 shares of common stock, par value $0.01 per share. 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. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $714.77 million in total assets, $716.58 million in total liabilities, a $12.72 million shareholders' deficit and $10.92 million noncontrolling interest. MUZAK HOLDINGS: To Sell to Mood Media for $345MM Year After Exit ---------------------------------------------------------------- Muzak Holdings LLC, which emerged from Chapter 11 reorganization in early 2010, agreed to be acquired by rival Mood Media Corp. in a transaction valued at $345 million. Mood Media announced it has entered into a definitive agreement to acquire privately held Muzak Holdings for US$345 million including net debt to be repaid on closing. In 2010, Muzak had US$195 million in revenue and US$55 million in EBITDA. More than 75% of Muzak's revenue is associated with multi-year customer contracts. Mood Media said its acquisition of Muzak will create a global in- store media provider servicing over 470,000 commercial locations in over 39 countries. In the U.S., the combined business will serve over 200,000 national and 100,000 franchisee locations. The combined customer base will include more than 850 U.S. and international brands in diverse market sectors that include retail (food, fashion, cosmetics), leisure and hotels, oil and gas, telecommunications, financial institutions, and fast food. Together Mood Media and Muzak will have an extensive music library that includes 1.7 million rights-included tracks and more than 30,000 original recordings, which means customers will benefit from greater product choice. The combined company will have trailing last 12 months (LTM) pro forma revenue of approximately US$400 million and trailing LTM pro forma EBITDA in excess of US$100 million. Over 60% of the combined company's revenue will be recurring subscription revenue, with a new contract life of three to five years. "This acquisition creates a new global leader with the geographic footprint, top-tier brand relationships and track record of innovation to compete and succeed in a dynamic marketplace," said Lorne Abony, CEO and Chairman of Mood Media Corporation. "Over the past five years, Mood Media has transformed the in-store media industry by offering unparalleled innovation and convenience to our customers across the world. We now have the opportunity to extend this legacy to a world-recognized brand and create a truly global leader with U.S. headquarters in the Charlotte area. We see attractive opportunities for profitable growth through cross- selling Mood Media's products to Muzak's existing customers, expanding into adjacent markets and adjusting Muzak's distribution system to our industry-leading internet-based technology." Steve K. Richards, Chief Executive Officer of Muzak said: "We are delighted to join together with Mood Media, an innovative global leader that is revolutionizing the consumer experience. This combination will offer sophisticated new and expanded solutions and opportunities for our customers and employees. As part of Mood Media, we will continue delivering unique experiences to millions of people daily." Mood Media intends to maintain a significant presence in the Charlotte, North Carolina area, with its U.S. headquarters in Fort Mill, South Carolina. Mood Media will finance the transaction with approximately US$480 million of debt, including the refinancing of Mood Media's existing debt. The financing commitment is comprised of a US$25 million 5-year revolving credit facility (unfunded at close), US$390 million 7-year first lien term loan and a US$65 million 7.5-year second lien term loan. Subject to certain provisions, the credit facilities allow Mood Media to raise incremental senior secured term loans of up to $100 million. Credit Suisse Securities (USA) LLC provided the committed financing for the transaction. The acquisition will be immediately accretive to Mood Media shareholders. The consideration for the acquisition, which is expected to close during the second quarter, is to be satisfied on completion as to (i) approximately US$305 million in cash, (ii) by the issue of US$5 million 10% convertible unsecured subordinated debentures having an exercise price of US$2.43 per common share and maturing on October 31, 2015, and (iii) as to remainder, by the grant of warrants to purchase 4,407,543 common shares of Mood Media (representing approximately 3% of Mood Media's fully diluted common shares), at an exercise price of US$3.50 and expiring five years from the date of issuance. Further consideration of a maximum of up to US$30 million in cash may be paid over the three years following closing in the event Mood Media achieves certain minimum EBITDA targets during such period. The acquisition remains subject to customary closing conditions. About Mood Media Corporation Mood Media Corporation (TSX:MM/ LSE AIM:MM) -- http://www.moodmedia.com/-- operates an international in-store media and music retail business. Operating through its two principal divisions; In-Store Media and Retail Point-of-Purchase, Mood Media Corporation works with more than 800 retail chains in more than 30 countries throughout North America, Europe, Asia and Australia. Mood Media was formed in June 2010, following the acquisition of Mood Media Group SA by Fluid Music Canada, Inc. Through its subsidiaries Mood Media and Somerset Entertainment., Mood Media Corporation is driving growth of in-store media solutions across multiple markets. About Muzak Holdings Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC -- http://www.muzak.com/-- creates a variety of music programming from a catalog of over 2.6 million songs and produces targeted custom in-store and on-hold messaging. Through its national service and support network, Muzak designs and installs professional sound systems, digital signage, drive-thru systems, commercial television and more. The Company and 14 affiliates filed for Chapter 11 protection on Feb. 10, 2009 (Bankr. D. Del. Lead Case No. 09-10422). Moelis & Company serves as financial advisor to the Company. Kirkland & Ellis LLP is the Debtors' counsel. Klehr Harrison Harvey Branzburg & Ellers has been tapped as local counsel. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. Muzak's petition listed assets of $324 million against debt of $465 million, including $101 million owed on a senior secured credit facility, $220 million in senior notes and $115 million in subordinated notes. Muzak emerged from bankruptcy at the end of January 2010. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, under the confirmed plan, holders of $120 million in subordinated notes issued by Muzak received all the new common stock. General unsecured creditors were paid in full. A new term loan paid off $95.5 million on a secured term loan. The holders of $220 million in senior notes received $135 million in new debt and $85 million in preferred stock. Holders of $24.2 million in senior discount notes received warrants for 7.5% of the new stock based on an enterprise value of $425 million. The plan was funded with a $108.75 million senior secured exit financing facility from GE Capital Restructuring Finance, Silver Point Finance, LLC and MFC Global Investment Management. MYRNA SWEETS: Sends Two Entities in Chapter 11 ---------------------------------------------- Caribbean Business reports that island bakery company Myrna Sweets filed double bankruptcy protections, one under Mc & My Corp, for $379,982, and another one under Myrna Sweet Delicious Inc. for $491,648. Main creditors include Banco Popular, the Economic Development Bank and the Puerto Rico Treasury Department. Late last year, Myrna Sweets was forced to shut down several of the free-standing kiosks the firm had as it was not able to pay for rental increases at major shopping centers. The two entities were included in the "* Recent Small-Dollar & Individual Chapter 11 Filings" section of the March 24, 2011 edition of the Troubled Company Reporter as both disclosed less than $1 million in assets and liabilities. Re MC & MV Corp. filed a Chapter 11 petition (Bankr. D. Puerto Rico Case No. 11-02203) on March 16, 2011. See http://bankrupt.com/misc/prb11-02203.pdf Myrna Sweet Delicious Inc. also filed a Chapter 11 petition (Case No. 11-02204) on the same date. See http://bankrupt.com/misc/prb11-02204.pdf MPC CORP: Withdraws Motion to Retain Whiteford, Taylor & Preston ---------------------------------------------------------------- BankruptcyData.com reports that MPC Corporation withdrew from the U.S. Bankruptcy Court its motion seeking to retain Whiteford, Taylor & Preston as conflicts counsel. About MPC Corporation Headquartered in Nampa, Idaho, MPC Corporation -- http://www.mpccorp.com/-- sells personal computer and provides computer softwares and hardwares to mid-size businesses, government agencies and education organizations. The Debtors acquired Gateway Professional Divison from Gateway Inc. and Gateway Technologies Inc. in October 1, 2007. The Company and eight of its affiliates filed for Chapter 11 protection on Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08- 12673). Richard A. Robinson, Esq., at Reed Smith LLP, represents the Debtors in their restructuring efforts. The Debtor selected Focus Management Group USA, LLC, as its financial advisor. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors for the chapter 11 cases of MPC Corporation and its debtor-affiliates. Hahn & Hessen LLP has been named as Committee's lead counsel. As of June 30, 2008, the Debtors have $258.3 million in total assets and $277.8 million in total debts. NCO GROUP: Board Terminates Employment of Michael Barrist as CEO ---------------------------------------------------------------- The Board of Directors of NCO Group, Inc., terminated Michael J. Barrist's employment with the Company on March 18, 2011. Mr. Barrist will continue to serve as Chairman of the Board of Directors. The Company, on Sept. 23, 2010, entered into an amendment to the Employment Agreement with Mr. Barrist, dated Nov. 15, 2006. The amendment provided that upon termination of Mr. Barrist's employment prior to Nov. 15, 2011, he will receive (i) two times his base salary and target bonus (calculated and paid in accordance with the terms of the Employment Agreement, as amended); and (ii) reimbursement of certain healthcare costs and expenses for a period of up to two years from that termination. The amendment provided for other non-material changes necessary for the Employment Agreement to comply with or remain exempt from Section 409A of the Internal Revenue Code. Resignation of Leo J. Pound as Director Effective as of March 22, 2011, Leo J. Pound resigned as a member of the Board of Directors of the Company. Mr. Pound was a designee of Mr. Barrist pursuant to the terms of the Stockholders Agreement dated as of Nov. 15, 2006 among the Company, One Equity Partners II, L.P. and certain of its affiliates, and the Company's other stockholders. Mr. Barrist's right to appoint the designee for the directorship held by Mr. Pound expired upon Mr. Barrist's termination as Chief Executive Officer of the Company. OEP has the right to designate Mr. Pound's replacement under the terms of the Stockholders Agreement. OEP has not yet designated a replacement director. Mr. Pound was also the chairman of the Company's Audit Committee. Effective as of March 22, 2011, Edward A. Kangas was appointed the chairman of the Company's Audit Committee to replace Mr. Pound. Appointment of Ronald A. Rittenmeyer The Board of Directors of the Company appointed Ronald A. Rittenmeyer as President and Chief Executive Officer of the Company, effective immediately. Mr. Rittenmeyer, age 63, is currently the founder and Chief Executive Officer of Turnberry Advisors LLC, a firm that specializes in providing management expertise to companies. Mr. Rittenmeyer served as Chairman, President and Chief Executive Officer of Electronic Data Systems, a leading global provider of information technology services, until its sale to Hewlett-Packard in August 2008 and continued as President and CEO of EDS, an HP Company until December 2008. During his tenure at EDS, Mr. Rittenmeyer also served as Chief Operating Officer and Executive Vice President of Global Service Delivery from July 2005 to December 2006 and President and Chief Operating Officer from December 2006 until September 2007. Prior to joining EDS, Mr. Rittenmeyer served as Managing Director of The Cypress Group, a private equity firm where he was responsible for the operating aspects of the company's $3.5 billion investment portfolio. Mr. Rittenmeyer previously served as Chairman, Chief Executive Officer and President of Safety-Kleen, Inc., a $1.5 billion hazardous and industrial waste management company. He currently serves on the Board of Directors of American International Group, Inc., Tenet Healthcare Corporation and IMS Health Inc., a privately held company. Mr. Rittenmeyer had previously served as a consultant to the Company through a consultant agreement dated as of Dec. 1, 2010 between the Company and Turnberry Advisors LLC. Mr. Rittenmeyer is the Chief Executive Officer of Turnberry Advisors LLC. Pursuant to the terms of the Consulting Agreement, Mr. Rittenmeyer provided consulting services to the Company as requested from time to time. As compensation for the services provided, the Company paid Mr. Rittenmeyer $60,000 per month and reimbursed him for all expenses incurred in connection with the services provided. On March 18, 2011, in connection with Mr. Rittenmeyer's appointment as President and Chief Executive Officer, the Consulting Agreement was terminated by the parties. Effective as of March 18, 2011, the Company entered into an Employment Agreement with Ronald Rittenmeyer, pursuant to which he became the President and Chief Executive Officer of the Company. Pursuant to the terms of the Employment Agreement, Mr. Rittenmeyer's term of employment with the Company will be for one year from the Commencement Date, provided that the parties may mutually agree to continue the term of employment for additional one year periods on each anniversary of the Commencement Date. During the Term, Mr. Rittenmeyer will receive an annual base salary of $1,000,000 per annum. Mr. Rittenmeyer will also be eligible to receive an annual bonus (with a target bonus of 100% of base salary) based upon achievement of performance objectives, as mutually agreed to by Mr. Rittenmeyer and the Board of Directors of the Company. Under the terms of the Employment Agreement, Mr. Rittenmeyer will be eligible to receive equity, stock options, or other equity-based awards, as determined in the sole discretion of the Board of Directors. Mr. Rittenmeyer will also be eligible to receive other perquisites and benefits pursuant to the terms of the Employment Agreement. Upon a termination of Mr. Rittenmeyer's employment by the Company, he will be entitled to receive base salary continuation until the end of the then current Term and a pro-rated bonus based on Mr. Rittenmeyer's target bonus. If Mr. Rittenmeyer's employment is terminated due to his death, then his estate will be entitled to receive a pro-rated bonus based on Mr. Rittenmeyer's target bonus During Mr. Rittenmeyer's employment and for one year after any termination of his employment, he will be subject to non- solicitation and non-interference restrictive covenants, as set forth more fully in the Employment Agreement. A full-text copy of Mr. Rittenmeyer's Employment Agreement is available for free at http://is.gd/tht0X7 About NCO Group Inc. Based in Horsham, Pennsylvania, NCO is a global provider of business process outsourcing services, primarily focused on accounts receivable management and customer relationship management. NCO has over 25,000 full and part-time employees who provide services through a global network of over 100 offices. The company is a portfolio company of One Equity Partners and reported revenues of about $1.2 billion for the twelve month period ended Sept. 30, 2007. As reported by the Troubled Company Reporter on Feb. 2, 2011, Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1 from B3 and changed the outlook to negative. Simultaneously, Moody's has also downgraded each of NCO's debt instrument ratings by one notch and lower the Speculative Grade Liquidity rating to SGL-4 from SGL3. The downgrade reflects Moody's concern that greater than expected revenue declines and continued earnings pressure will extend beyond current levels due to deteriorating consumer payment patterns and weaker volumes. In addition, Moody's expects financial flexibility will be further aggravated by tightening headroom under its financial covenants and a potential breach of covenants which will limit the company's ability to draw upon its revolver. Also, the company faces an impending maturity on its $100 million senior secured revolving credit facility due November of 2011. NII CAPITAL: Moody's Assigns 'B2' Rating to $500 Mil. Senior Notes ------------------------------------------------------------------ Moody's Investors Service has assigned a B2 rating to NII Capital Corp.'s proposed new $500 million senior unsecured note offering. Moody's has affirmed the B1 corporate family rating of NII Holdings, Inc., parent of NII Capital. The outlook is stable. Moody's has taken these rating actions: Issuer: NII Capital Corp. * $500 Million New Senior Unsecured Notes due 2021, Assigned B2 (LGD4 -- 67%) These LGD Assessments have changed: Issuer: NII Capital Corp* * $800 Million Senior Unsecured Notes due 2016, B2 (LGD4 -- 67% vs* LGD4 -- 61% prior) * $500 Million Senior Unsecured Notes due 2019, B2 (LGD4 -- 67% vs* LGD4 -- 61% prior) These ratings are unchanged: Issuer: NII Holdings, Inc* -- Corporate Family Rating: B1 -- Probability of Default Rating: B1 -- Speculative Grade Liquidity: SGL 1 -- Outlook: Stable NII Holding's B1 corporate family rating reflects the company's modest leverage, small scale and the highly competitive environment in which it operates as well as t!he capital intensity of the industry. The B1 rating also recognizes the sovereign, financial, operating and event risk inherent in NII's Latin American target markets. The rating is supported by NII's broad base of recurring revenues which have grown steadily, even through a difficult economic backdrop and pressure on service pricing. Additionally, the company's exposure to the rapidly expanding markets in Mexico and Brazil offer an opportunity to continue growth. NII's ratings are further supported by its above average pricing and premium service offering, which results in high margins despite small relative market shares. The LGD assessment of NII Capital's senior unsecured notes reflects the significant liabilities, both debt and non-debt, held at NII's operating companies and Moody's expectation that these liabilities will increase materially in the future since they provide a currency hedge in addition to offering attractive economics. Although NII Capital is guaranteed by NII Holdings (the parent), there is no subsidiary guarantee from the operating companies, which limits the collateral to support the debt at NII Capital. The senior unsecured notes at NII Capital do benefit from loss protection offered by the unsecured convertible notes at NII Holdings. Given NII's plans for growth and capital requirements, Moody's anticipates that the $1.1 billion of 3.125% convertible notes, which are scheduled to mature in June of 2012, will be refinanced. If these convertible notes are replaced with debt that is structurally more senior, the loss protection offered to the NII Capital senior unsecured notes could disappear, placing additional pressure on ratings of the unsecured debt of NII Capital. Moody's views NII's liquidity as good, and projects the company will exit 2011 with over $2.0 billion in cash. NII does not maintain a revolving credit facility, but the company does utilize a wide array of local funding in the markets in which it operates. The ratings could face upward pressure if the company is able to sustain strong operating and financial trends while continuing to address competitive positioning concerns regarding the company's technology portfolio. Upwards rating pressure would also be contingent on management's ongoing commitment to a conservative capital structure. Specifically, if the company were likely to sustain Debt to EBITDA below 3 times while generating free cash flow as a percentage of debt in the mid-single digits, positive ratings pressure could develop. Moody's would likely lower the company's rating if its subscriber growth stalls, churn increases or pronounced EBITDA margin erosion develops due to competitors encroaching on the company's post-pay, PTT customer base. In addition, if the company's credit metrics and/or cash position were to dramatically deteriorate (i.e. Debt to EBITDA trending towards 4.0 times) due to aggressive spectrum or asset acquisitions, its ratings could be negatively impacted. The last rating action Moody's has made on NII was on December 10, 2010, when the company's CFR was confirmed after conclusion of Moody's review for possible upgrade. With headquarters in Reston, Virginia, NII Holdings, Inc. ('NII') is an international wireless operator with more than 9 million largely post-pay, business subscribers that value the company's PTT service offering built from Motorola Inc.'s ('Motorola') iDEN technology. NII had approximately $5.6 billion in revenue for the LTM period ended Q4'10 generated from a subscriber base ac! ross Mexico, Brazil, Argentina, Peru, and Chile. NII CAPITAL: S&P Assigns 'B+' Rating to $500 Mil. Senior Notes -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' issue-level rating and '4' recovery rating to NII Capital Corp.'s proposed $500 million of senior notes due 2021. NII Capital Corp. is a subsidiary of Reston, Va.-based wireless carrier NII Holdings Inc. The '4' recovery rating indicates expectations for average (30% to 50%) recovery in the event of payment default. The company intends to use the net proceeds for general corporate purposes, including expansion of its network, the potential acquisition of spectrum licenses, the deployment of new network technologies, or the repayment of debt. The notes are being issued under rule 144A with registration rights. S&P also lowered the issue-level rating on NII's existing $800 million of senior notes due 2016 and $500 million of senior notes due 2019 to 'B+' from 'BB-' and revised the recovery rating on the notes to '4' from '2'. The lower issue-level rating reflects diminished recovery prospects given S&P's expectations for an increase in structurally senior debt at NII's operating companies over the next few years to fund operations at those entities. At the same time, S&P affirmed all other ratings on NII, including the 'B+' corporate credit rating. The outlook is stable. Pro forma adjusted debt to EBITDA is about 2.9x, although S&P expects leverage to rise to the high-3x area over the next couple of years to support the buildout of the company's third-generation (3G) network in Mexico and potential spectrum purchases and market expansion in Brazil. Still, S&P believes that NII's credit measures should remain supportive of the current 'B+' corporate credit rating. Total funded debt is likely to be about $3.8 billion on a pro forma basis. "The ratings on NII continue to reflect competitive wireless industry conditions and exposure to country risk in its key markets -- including political, regulatory, economic, and foreign exchange risks," said Standard & Poor's credit analyst Allyn Arden. The ratings also reflect S&P's expectation for ongoing net free cash deficits over the next few years because of the company's aggressive expansion plans, as well as technology risk associated with its dependence on Motorola Inc.'s unique integrated digital enhanced network. Tempering factors include NII's niche business focused on high average revenue per user and low-churn corporate customers, some geographic diversity, strong subscriber growth, currently moderate leverage for the rating level, and adequate liquidity. NORTHEAST CAST: Out of Business; Assets Being Liquidated -------------------------------------------------------- Public Opinion Online reports that Northeast Cast Parts LLC, a Greencastle, Pennsylvania foundry that went out of business, is being liquidated. According to the report, Greencastle-based Matthew S. Hurley Auction Co. has been auctioning the assets online since March 11, 2011. Matthew Hurley, owner of the auction company, said Northeast Cast Parts primarily cast aluminum parts for machinery. Northeast Cast Parts filed for voluntary Chapter 7 bankruptcy protection (Bankr. M.D. Pa. Case No. __-____), estimating between $100,000 and $500,000 in liabilities. NX GLOBAL: Posts $322,000 Net Loss in Jan. 31 Quarter ----------------------------------------------------- NX Global, Inc., filed its quarterly report on Form 10-Q, reporting net income of $322,054 on $32,201 of training revenue for the three months ended Jan. 31, 2011, compared with a net loss of $12,952 on $0 revenue for the three months ended Jan. 31, 2010. The Company's balance sheet at Jan. 31, 2011, showed $1.1 million in total assets, $994,015 in total liabilities, all current, and stockholders' equity of $150,325. Friedman LLP, in New York, expressed substantial doubt about NX Global's ability to continue as a going concern, following the Company's results for the fiscal year ended Oct. 31, 2010. The independent auditors noted that the Company incurred net losses from continuing operations for the years ended Oct. 31, 2010, and 2009, and working capital deficiencies and accumulated deficits as of Oct. 31, 2010, and 2009. "The Company also had negative cash flows from operations for the years ended Oct. 31, 2010, and 2009." A complete text of the Form 10-Q is available for free at: http://is.gd/kaAlnC Austin, Tex.-based NX Global, Inc., with its subsidiaries, are engaged in operating three divisions and various subsidiaries within each division either created by the Company or to be purchased for more rapid growth. The divisions include Renewable Energy Project Management, Renewable Energy Product Sales and Green Internet Technologies. Renewable Energy Project Management will initially consist of project management and marketing of those services to algae growing facilities, bio-fuels and waste to energy project owners. These projects include bio-fuel from algae and from pyrolisis of tires, and pyrolisis of municipal solid waste to energy. Currently, various joint ventures and investments are being negotiated to enable the Company to get into the markets with signed projects. The Renewable Energy Product Sales division will market products produced from the other divisions to recyclers and other businesses seeking to improve their eco-friendly foot print. The Green Internet Technologies Service and Training Division is designed to first assist all affiliated divisions in the marketing of their products and services plus green social networking products and services and training for new technology development and certification initially in the virtualization and cloud computing markets. Except for the Green Internet Technologies Service and Training Division that became active in April 2010, none of the divisions were active during the three months ended Jan. 31, 2011, and 2010. Applied Concepts for Energy Corp., which was previously formed, had no operations during the three months ended Jan. 31, 2011, and 2010. ORANGE GROVE: Asks for Permission to Tap Hahn Fife as Accountant ---------------------------------------------------------------- Orange Grove Service Inc. asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Hahn Fife & Company LLP as its accountant to provide accounting services to the Debtor. Donald Fife, the firm's public accountant, charges $360 per hour for services rendered. Other accounts of the firm bill between $95 and $200 per hour. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Orange Grove Service La Verne, California-based Orange Grove Service, Inc., owns and operates 2 "strip" shopping centers, the Lemon Creek in Walnut, Calif., and the Fremont, in Alhambra, Calif. The Company filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-21336) on March 25, 2010. Matthew Abbasi, Esq., at Wilson & Associates LLP, in Los Angeles, assists the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $12,003,736 in assets and $11,611,337 in liabilities. OWENS CORNING: Escapes Homeowners Suit Over Faulty Shingles ----------------------------------------------------------- Bankruptcy Law360 reports that Judge Joy Flowers Conti of the U.S. District Court for the Western District of Pennsylvania ruled Monday that a pair of homeowners cannot proceed with their putative class action accusing Owens Corning of manufacturing defective roofing shingles because these claims were discharged in the company's prior bankruptcy proceedings. About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection on October 5, 2000 (Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's Investors Service. OXIGENE INC: Authorized Common Stock Decreased to 275-Mil. Shares ----------------------------------------------------------------- OXiGENE, Inc., held a Special Meeting of Stockholders on March 18, 2011 at the Company's offices at 701 Gateway Boulevard, Suite 210, South San Francisco, California, 94080. Of the 5,512,230 shares of the Company's common stock entitled to vote at the meeting, 4,040,066 shares were represented at the meeting in person or by proxy, constituting a quorum. In February 2011, the Company's board of directors voted unanimously to implement a 1:20 reverse stock split of the Company's common stock, following authorization of the reverse split by a shareholder vote on Dec. 21, 2010. The reverse split became effective on Feb. 22, 2011. At the Annual Meeting, the stockholders, among other things: (1) approved the proposed issuances of shares of OXiGENE, Inc., common stock, $0.01 par value per share, to certain holders of warrants to purchase shares of the Company's common stock pursuant to the Warrant Exchange Agreements, dated Jan. 18, 2011, by and among the Company and each of these warrant holders, to comply with NASDAQ Marketplace Rule 5635(d); and (3) approved the amendment to the Company's Restated Certificate of Incorporation to decrease the authorized number of shares of the Company's common stock from 300,000,000 to 275,000,000. As previously announced, the Company entered into separate Warrant Exchange Agreements on Jan. 18, 2011 with each of the holders of warrants to purchase shares of the Company's common stock issued in March 2010, pursuant to which, at the initial closing, the warrant holders exchanged their outstanding Series A and Series C warrants having "ratchet" price-based anti-dilution protections for (A) an aggregate of 1,096,933 shares of common stock and (B) Series E Warrants to purchase an aggregate of 1,222,623 shares of common stock. The Series E Warrants were not exercisable for six months, had an exercise price of $4.60 per share, and did not contain any price-based anti-dilution protections. In addition, the Company agreed to seek shareholder approval to issue up to 457,544 additional shares of common stock to the warrant holders in a subsequent closing. The Company obtained such shareholder approval on March 18, 2011. Consequently, the holders of the Series E Warrants exchanged all of the Series E Warrants for the additional 457,544 shares of the Company's common stock on March 21, 2011. The warrant exchange was conducted pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(9) of the Securities Act. 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 reported a consolidated net loss of $23.77 million on $0 of license revenue for the year ended Dec. 31, 2010, compared with a consolidated net loss of $28.94 on $0 of license revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $5.57 million in total assets, $10.82 million in total liabilities and $5.25 million in total stockholders' deficit. As reported by the Troubled Company Reporter on March 23, 2011, Ernst & Young LLP expressed substantial doubt about the Company's ability to continue as a going concern. Ernst & Young 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 Jan. 1, 2012 in order to sustain operations. According to Ernst & Young, the ability of the Company to raise additional capital or alternative sources of financing is uncertain. PALACE ENTERTAINMENT: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service has assigned a definitive B2 corporate family rating and probability-of-default rating to Palace Entertainment Holdings, LLC. Concurrently, Moody's has assigned a definitive B2 rating and Loss Given Default Assessment of LGD4 to the company's US$430 million worth of senior secured bonds due in 2017. The outlook for all the ratings is stable. The final terms of the notes are in line with the drafts reviewed for the provisional ratings assignments. Ratings Rationale "Palace's B2 CFR reflects the company's strong EBITDA margins and good operating cash flow generation from its sound portfolio of regional amusement parks, which is diversified in terms of geography and by type of park. Nevertheless, there is a certain degree of profitability concentration in the company's top three parks," says Ivan Palacios, a Moody's Vice President-Senior Analyst and lead analyst for Palace. "The rating also reflects Palace's relatively small size and scale compared with other rated peers as well as its high debt/EBITDA leverage and exposure to event risk due to its acquisitive strategy. In addition, its revenues are vulnerable to economic cycles and are highly seasonal," says Mr. Palacios. "These concerns are mitigated by: (i) the lower risk profile and higher resilience to economic cycles of regional parks compared with destination parks; (ii) the company's track record of improvements in profitability through the successful turnaround of undermanaged parks; and (iii) its strong and experienced management team," adds Mr. Palacios. Palace is a wholly owned affiliate of Parques Reunidos, the third-largest leisure park chain worldwide in terms of number of visitors after Walt Disney and Merlin, and generates approximately 37% of Parques Reunidos's revenues and 33% of the group's EBITDA. Ownership by Parques Reunidos leads to efficiencies in terms of economies of scale, global sourcing and best-practice benchmarking, but could also be detrimental to Palace's credit profile if it had to provide financial assistance to the parent, which also has a leveraged financial profile. The B2 CFR assumes effective ring-fencing of the Palace restricted group from Parques Reunidos and no material cash leakage to the parent. Since the provisional CFR and PDR were assigned on Feb. 14, 2011, Palace has successfully issued a US$430 million six-year senior secured bond and a US$120 million super senior RCF to refinance existing debt. Concurrently, the shareholder has injected an additional US$65 million into the business. The B2 rating on Palace's US$430 million worth of senior secured notes is at the same level as its CFR, as it is the largest piece of debt in the company's capital structure. However, the US$120 million RCF ranks ahead of the US$430 million worth of notes by virtue of the intercreditor agreement, despite sharing the same collateral package on a first-ranking basis. Palace's capital structure is its primary ratings driver. The company faces high financial risk, including leverage (as per Moody's standard adjustments, which include capitalised operating leases) of 6.0x as of the year ended 26 September 2010. The stable outlook incorporates Moody's expectation that Palace will maintain leverage in the 5.5x-5.0x range over the rating horizon. This is based on an expected improvement in Palace's operating performance and selective acquisition activity in line with the company's strategy to turn around undermanaged parks. Moody's notes, however, that the rating is relatively weakly positioned within the rating category and there is limited tolerance for deviation from Moody's forecast for the company's operating performance. Downward pressure on the rating could result from any of these (all as per Moody's standard adjustments): (i) sustained negative FCF generation; (ii) sustained leverage significantly above 6x; and (iii) sustained EBITDA less capital expenditure coverage below 1x. An increase in leverage to fund distributions to the parent in the event of pressure at other group entities would also likely have negative rating implications. In addition, any concerns developing over liquidity could exert downward pressure on the rating. Upward pressure on the rating could develop if Palace were to sustain leverage below 5x debt/EBITDA and an FCF/debt ratio of more than 5%, while maintaining a good liquidity position and a track record of conservative bolt-on acquisitions. Nevertheless, Moody's notes that a change in CFR may result in the introduction of notching for the senior secured notes rating. Moody's most recent rating action on Palace was implemented on Feb. 14, 2011, when the rating agency assigned a provisional (P)B2 CFR, PDR and instrument ratings to the company. Moody's assigned Palace's ratings by evaluating factors that it considers relevant to the credit profile of the issuer, such as the company's: (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the short to medium term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against those of other issuers both within and outside Palace's core industry and believes that Palace's ratings are comparable to those of other issuers with similar credit risk. Headquartered in California, Palace Entertainment Holdings, LLC, is an amusement parks operator in the US. Palace owns and operates a total of 40 parks including 21 family entertainment centres, twelve water parks, six theme parks and one animal park. Palace is an affiliate of Parques Reunidos Servicios Centrales S.A.U., a Spanish corporation, primarily controlled and indirectly majority owned by funds managed by Candover Partners Limited, a UK-based private equity firm. In the year ended September 26, 2010, the company reported sales of US$260 million and EBITDA (as reported by the company) of US$78.9 million. PARTSEARCH TECH: Settles Workers' Suit Over Layoffs --------------------------------------------------- Dow Jones' DBR Small Cap reports that Partsearch Technologies Inc. has agreed to pay nearly 200 workers who were abruptly fired last fall after the Upstate New York company lost its biggest customer. Conducting such a massive layoff without an early warning, the employees had argued in bankruptcy court filings, violated a federal worker protection law. Partsearch Technologies put the $183,000 legal settlement -- which distributes most of that money to 194 workers -- before U.S. Bankruptcy Judge Martin Glenn in Manhattan on Thursday. DBR recounts the company laid off most of its workforce before filing for Chapter 11 bankruptcy protection in late January, saying it couldn't operate profitably without business from electronics giant Best Buy Co. Best Buy referred customers who had extended warrantees for their purchases to Partsearch's call center -- an arrangement that provided more than half of Partsearch's annual revenue. But Best Buy cut business ties in October. About Partsearch Technologies Partsearch Technologies Inc., based in Kingston, New York, offers parts for consumer electronics and outdoor power equipment. It doesn't hold inventory of its own. Inventory comes from suppliers. Partsearch filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-10282) on Jan. 27 after discovering it overcharged its largest customer Best Buy Co. Inc. by $5.9 million. William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, serves as counsel. Partsearch disclosed assets for $4 million and total liabilities of $13 million. PGI INC: BKD LLP Raises Going Concern Doubt ------------------------------------------- PGI Incorporated filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. BKD, LLP, in St. Louis, Missouri, expressed substantial doubt about PGI Incorporated's ability to continue as a going concern. The independent auditors noted that the Company has a significant accumulated deficit, and is in default on its primary debt, certain sinking fund and interest payments on its convertible subordinated debentures and its convertible debentures. The Company reported a net loss of $4.9 million on $46,000 of revenue for 2010, compared with a net loss of $4.4 million on $64,000 of revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $1.5 million in total assets, $59.5 million in total liabilities, and a stockholders' deficit of $58.0 million. A complete text of the Form 10-K is available for free at: http://is.gd/cI5HV4 St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was founded in 1958, and up until the mid 1990's was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 15 years, the Company's business focus and emphasis changed substantially as it concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate. This change was prompted by its continuing financial difficulties due to the principal and interest owed on its debt. Presently, the most valuable remaining asset of the Company is a parcel of 366 acres located in Hernando County, Florida. The Company also owns a number of scattered sites in Charlotte County, Florida, but most of these sites are subject to easements which markedly reduce their value or consist of wetlands of indeterminate value. As of Dec. 31, 2010, the Company also owned seven single family lots, located in Citrus County, Florida. As of Dec. 31, 2010, the Company had no employees, and all services provided to the Company are through contract services. PHH CORP: S&P Changes Outlook to Stable, Affirms 'BB+' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on PHH Corp. to stable from negative. S&P also affirmed its ratings on PHH, including its 'BB+' long-term counterparty credit rating. Under new management, PHH's financial performance has improved during the past couple of years. Margin expansion related to improving mortgage-industry margins and the repricing of replacement leases were major factors. In addition, management's transformation plans ultimately improved front-end client management and sales, rationalized operations, and reduced expenses. Funding costs for PHH's high-quality fleet-leasing and prime mortgage assets have likewise been reduced as credit markets normalized. Management has also managed its profitability through adverse mortgage market conditions. PHH increased market share to 3.1% of U.S. mortgage-industry originations from 2.1% in 2010 despite a 20% decline in mortgage-industry originations. Continuing to outperform prevailing mortgage-market trends and controlling operating expenses will be key for PHH to maintain the current rating. As a participant in the mortgage origination and servicing industry, PHH is exposed to emerging regulatory and legal issues. Although it is a limiting ratings factor, S&P believes the company's focus on prime government-sponsored enterprise mortgage collateral, low delinquency rates in its servicing book relative to peer institutions, and unique origination channels reduce its exposure. For example, PHH has incurred losses related to representation and warranties; however, the earnings impact has been relatively minor. Also, unlike several larger industry participants, PHH did not declare a foreclosure moratorium in 2010. In theory, current adverse mortgage-industry conditions pose significant growth opportunities for PHH by encouraging financial institutions that lack sufficient scale economies in mortgage origination and servicing to outsource. PHH's experience so far has generally borne out this expectation. The market's current focus on prime-quality originations sourced through retail channels, as well as market demand for advanced servicing capabilities, have also played to PHH's strengths. PHH is among the leading providers of fleet-management services, which includes offering vehicle leasing and related services to corporations and government agencies. Relatively steady earnings from this service-intensive business offset some of the GAAP earnings variability from PHH's more volatile mortgage origination and servicing businesses, further supporting the rating. S&P's stable outlook reflects PHH's good market position in mortgage and fleet-management outsourcing and its improving financial performance under new management. Upward ratings movement is limited in the medium term by continuing volatility in the U.S. mortgage market, including uncertainty with regard to origination levels, pricing trends, and home values, as well as heighted attention by government officials on mortgage-servicing practices. S&P could downgrade PHH if adverse mortgage industry trends result in materially lower profitability. PHOENIX COS: S&P Gives Stable Outlook, Affirms 'CCC+' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its outlook on Phoenix Cos. Inc. and subsidiaries -- Phoenix Life Insurance Co. and PHL Variable Insurance Co. -- to stable from negative. Standard & Poor's also said that it affirmed its 'CCC+' counterparty credit rating on Phoenix Cos. and its 'BB-' counterparty credit and financial strength ratings on the operating subsidiaries. The outlook revision reflects S&P's view that Phoenix's capital position has improved, investment portfolio quality continues to strengthen as other-than-temporary impairments gradually decline, and the surrender rate has dropped (though it's still above pricing expectations). Despite limited liquidity at the holding company, S&P also expect Phoenix to have adequate resources to satisfy external obligations -- like interest expense and claims and benefits payments -- in the near term, barring any event that weakens the company's liquidity, like disintermediation risk. Positive statutory earnings in 2010 allow Phoenix to contribute a maximum of approximately $65 million to the parent company in 2011 without prior regulatory approval. Somewhat offsetting these strengths are Phoenix's weak competitive position and GAAP operating performance, though S&P expects that both will improve as the company continues to implement its new strategy and reposition itself. The counterparty credit rating reflects S&P's view of Phoenix's ability and likelihood to make timely payments on its debt obligation. S&P rates the holding company four notches below the operating companies, reflecting the holding company's dependence on dividends from its operating subsidiaries. The rationale for the nonstandard notching is that Phoenix Life Insurance is a New York state-domiciled insurance company, so its dividend capacity is limited to either statutory earnings or 10% of prior-year capital -- whichever is less -- and its statutory earnings have been weak and volatile, though they improved in 2010. The $65 million that the operating companies can pay to the holding company in dividends in 2011 will add liquidity and financial flexibility to the parent company. However, significant liquidity needs caused by disintermediation could reduce Phoenix's ability to service parent-company obligations. This is reflected in GAAP fixed-charge coverage of 0.5x and statutory fixed-charge coverage of 2.2x. Debt leverage is 36%, which is in line with the rating expectations but above S&P's double leverage threshold. In the longer term, positive statutory earnings are critical to Phoenix's holding company, in S&P's view, as positive statutory earnings allow the operating company to contribute capital to the parent company (to use for debt servicing) without further regulatory approvals. S&P revised the outlook to stable from negative, reflecting its view that the company is gradually improving its financial profile, though its business profile remains weak. "In the short term, S&P expects Phoenix to be able to make timely payments on all of its obligations, barring any potential liquidity needs," said Standard & Poor's credit analyst Patrick Wong. "In the longer term, S&P expects Phoenix's repositioning strategy to be successful and to add new distribution relationships that increase sales." S&P expects that improved sales will lead to an increase in premium income and fee income, which likely will return Phoenix to positive GAAP operating performance. With relatively small sales volume in the short term and a large in-force block of business, S&P expects Phoenix to continue to produce positive statutory income. Investment portfolio quality likely will continue to improve, and impairments should continue to decline. S&P would consider lowering the ratings if S&P believes that Phoenix faces significant challenges in meeting its obligations on a timely basis, or if its capital adequacy deteriorates. This could result from a significant liquidity need, which may be driven by disintermediation risk or lack of dividend contributions from the operating companies because of regulatory restriction. S&P would also consider lowering the rating if the company consistently incurs a statutory loss. S&P could raise the counterparty credit rating if statutory coverage improves and the holding company's cash position strengthens. PLAINFIELD ASSET: May Need More Time to Return Investors' Money --------------------------------------------------------------- Plainfield Asset Management may be taking longer to return money to investors than it has previously said, according to DealFlow Media's The Distressed Debt Report last week. On March 1, the Distressed Debt Report said Plainfield Asset Management sold a direct private investment portfolio, which includes debt and equity investments, to Paul Capital for about $150 million. Plainfield offered the transaction, first reported by Dow Jones Private Equity Analyst, in the second half of last year, and agreed to the deal with Paul Capital at year-end. A Plainfield spokesman confirmed the transaction to The Distressed Debt Alert. Houlihan Lokey served as intermediary in the deal. Distressed Debt Report said the Plainfield spokesman declined to comment on whether the firm's business development company was also shopping a senior loan portfolio in a separate transaction, as was also reported by Dow Jones. PLAINS EXPLORATION: Moody's Assigns 'B1' Rating to Senior Notes --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Plains Exploration and Production's proposed $300 million senior unsecured notes offering due 2021. PXP's Ba3 Corporate Family Rating and B1 ratings on its existing senior unsecured notes were not affected by this action. The rating outlook is negative. Ratings Rational "The negative outlook reflects PXP's continuing high level of leverage," said Francis J. Messina, Moody's Vice-President. "PXP has transformed itself over the past two years from a spending focus on natural gas to oil and liquids. Now, PXP needs to grow organic production and reserves." PXP's leverage is very high for its rating and well within the Caa range. Leverage on PD reserves approaches $14.50 per boe, with debt on average daily production exceeding $36,700. PXP's rating is under pressure and faces a downgrade unless debt to PD declines below $11 per boe with debt to average daily production below $30,000. However, PXP has two major debt reduction measures: (i) monetization of the 51 million shares of MMR stock held as an investment; and, (ii) sale of its deepwater Gulf of Mexico assets. Moody's anticipates these transactions will conclude within the next 9-12 months. These measures should reduce total debt by approximately $500 million to $1 billion. This level of debt reduction combined with strong production growth and competitive reserve replacement costs should bolster its current rating and move PXP's rating outlook to stable from negative. In the meantime, the ratings are retained due to PXP's durable California oil reserve base and supportive oil prices, sound liquidity, and seasoned management. Liquids accounts for approximately 52% of its 93,000 boe/d of production with natural gas at 48%. PXP anticipates total liquids production will continue to grow beyond the 52% of production over the next few years. Cash flow is supported through price protection in the form of 2011 and 2012 production hedges on oil for 40,000 barrels/day at a floor of $80. PXP's balance sheet reflects the high up-cycle cost history when PXP transitioned into the Haynesville Shale. PXP avoided higher leverage by divesting substantial properties at attractive high up-cycle asset prices, issuing $648 million of equity and monetizing deeply in-the-money oil hedges on 40,000 barrels per day of oil production. This enabled PXP to fund the $1.1 billion discounted pre-payment in full of $1.250 billion in capital spending carry PXP was required to fund on behalf of its Haynesville Shale joint venture partner, Chesapeake Energy. The B1 rating on PXP's proposed senior notes reflects both the overall probability of default of PXP, to which Moody's assigns a PDR of Ba3, and a loss given default of LGD 4 (64%) under Moody's Loss Given Default methodology. PXP also has a $1.4 billion senior secured credit facility that matures August 2015. The PXP notes are rated one notch beneath the Ba3 CFR due to the size of the credit facility's potential priority claim to PXP's assets. Moody's last rating action for PXP was on March 24, 2010, when Moody's assigned a B1 (LGD 4; 64%) note rating to a proposed $300 million unsecured note offering. Plains Exploration & Production Company is headquartered in Houston, Texas. PLAINS EXPLORATION: S&P Affirms 'BB' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'BB' corporate credit rating on Houston-based Plains Exploration & Production Co. At the same time, S&P revised its outlook on the rating to stable from negative. In addition, S&P assigned a 'BB-' issue-level rating with a '5' recovery rating to the company's $300 million senior unsecured notes offering. "The outlook revision reflects the company's improved credit profile and the prospects for its performance in 2011," said Standard & Poor's credit analyst Lawrence Wilkinson. "The current commodity pricing environment coupled with the realization of proceeds from the divestiture of PXP's Gulf of Mexico assets should enable the company to preserve leverage at levels appropriate for the rating category over the next several quarters." Standard & Poor's ratings on PXP reflect its participation in the highly cyclical exploration and production segment of the oil and gas industry, aggressive capital spending, modest hedge protection for natural gas production, and its high degree of acquisitions and divestitures over recent periods. Standard & Poor's assessment also incorporates PXP's midsize and geographically diversified oil and gas reserve base, significant exposure to oil production volumes, and pending divestiture of its deepwater Gulf of Mexico assets, which should strengthen the company's liquidity position and mitigate the need for external funding in 2011. POINT BLANK: Shareholder Files Deregistration Order --------------------------------------------------- BankruptcyData.com reports that David H. Brooks filed with the U.S. Bankruptcy Court a motion seeking to stay the Court's granting Point Blank's request to de-register as a public company pending appeal, suggesting instead that Point Blank obtain "OTC Pink Current Information" status. BData says the motion indicated that Point Blank has not met the criteria for de-registration of its stock and wants to avoid the roughly $1 million in professional fees that would be necessary to bring it in compliance with SEC regulations. The motion stated "Deregistration may well result in cessation of all trading in PBSO shares; and it will certainly result in a loss of shareholder value through decreased market price." About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-counsel. POINT BLANK: Ex-CEO's Brother Sues Current Exec for $7MM -------------------------------------------------------- Bankruptcy Law360 reports that the brother of the former head of Point Blank Solutions Inc. filed a lawsuit Wednesday in New York state court against the company's acting chief executive, challenging a plan to deregister the company. According to Law360, the complaint filed by Jeffrey R. Brooks in the Supreme Court for the State of New York, County of New York, takes issue with plans to deregister the company. Dow Jones' DBR Small Cap reports that Mr. Brooks is suing the body-armor maker's current CEO for $7 million, accusing him of failing to abide by federal reporting requirements in an attempt to wrest value from shareholders. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-counsel. POLI-GOLD, L.L.C.: Wants Plan Filing Period Extended to June 15 --------------------------------------------------------------- Poli-Gold, L.L.C., asks the United States Bankruptcy Court for the District of Arizona to extend through and including: (a) June 15, 2011, the Debtor's exclusive period within which it may file a Plan of Reorganization and Disclosure Statement; and (b) August 15, 2011, the deadline for the Debtor to solicit acceptances of that Plan. David Wm. Engelman, Esq., at Engelman Berger, P.C. in Phoenix, Arizona -- dwe@eblawyers.com -- asserts that the Debtor has been working with its primary secured creditor to formulate a consensual plan of reorganization, and has not, therefore, focused on drafting a unilateral plan. He tells the Court that the Debtor sought the secured creditor's consent to the request, has not yet heard back on that request and is not expecting to receive opposition to the request. This is the first request for an extension of the exclusivity period, and the Debtor seeks a limited extension for 90 days, Mr. Engelman contends. He insists that the request is not being filed for purposes of delay, and no creditors will be prejudiced by a 90-day extension of the 120-day exclusivity period. About Poli-Gold Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV resort in Panguitch, Utah. It also owns a commercial building/warehouse/storage facility in Fort Mohave, Arizona, as well as a commercial property in Lake Havasu City, Arizona, and some vacant lots in Kingman, Arizona. Poli-Gold filed for Chapter 11 bankruptcy protection on November 17, 2010 (Bankr. D. Ariz. Case No. 10-37018). Engelman Berger, P.C., serves the Debtor as bankruptcy counsel. In its schedules, the Debtor disclosed assets of $30,384,943 and liabilities of $14,401,515 as of the petition date. PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Irvington, N.Y.-based Prestige Brands Inc. At the same time, S&P revised its outlook on the company to negative from stable. S&P also affirmed its 'BB' senior secured issue ratings (two notches higher than the corporate credit rating) and its 'B' senior unsecured debt rating. The recovery ratings on the company's debt remain unchanged. "While Prestige Brands' operating performance has remained in line with S&P's expectations, the outlook revision to negative reflects its view that financial covenant cushion will tighten and could fall below 10% in fiscal 2012 -- ending March 31, 2012," said Standard & Poor's credit analyst Mark Salierno. This could occur following a step-down of the company's maximum leverage covenant to 4.0x (from 4.3x currently) for the first fiscal quarter ended June 30, 2011. As a result of higher debt incurred to fund the recent acquisitions of Blacksmith Brands and Dramamine, S&P estimates pro forma adjusted total debt to EBITDA for the 12 months ended Dec. 31, 2010, to be approximately 3.8x, compared with leverage in the 3.0x area prior to the acquisitions. "Based on S&P's expectation for incremental brand spending in fiscal 2012," added Mr. Salierno, "S&P currently estimate the company will maintain leverage in the mid- to high-3x area over the next several quarters." As a result, S&P believes covenant cushion could tighten to below 10% in the second and third quarters of fiscal 2012. REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market ------------------------------------------------------------ Participations in a syndicated loan under which Realogy Corp. is a borrower traded in the secondary market at 94.07 cents-on-the- dollar during the week ended Friday, March 25, 2011, a drop of 0.53 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 425 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2016, and carries Moody's 'B1' rating and Standard & Poor's 'B-' rating. The loan is one of the biggest gainers and losers among 182 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. The Company's balance sheet at Sept. 30, 2010, showed $2.67 billion in total assets, $9.14 billion in total liabilities, and a stockholders' deficit of $981.0 million. It has 'Caa2' corporate family rating and 'Caa3' probability of default rating, with positive outlook, from Moody's. The rating outlook is positive. Moody's said in January 2011 that the 'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative free cash flow and uncertainty regarding the timing and strength of a recovery of the residential housing market in the US. Moody's expects Debt to EBITDA of about 14 times for the 2010 calendar year. Despite the recently completed and proposed improvements to the debt maturity profile, the Caa2 CFR continues to reflect Moody's view that current debt levels are unsustainable and that a substantial reduction in debt levels will be required to stabilize the capital structure. In February, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'CCC' from 'CC'. The rating outlook is positive. RESOURCE TECHNOLOGY: Energy Credits Gave Rise to Admin. Claim ------------------------------------------------------------- WestLaw reports that a Chapter 7 debtor's obligation, as an alternate energy producer that had been receiving payment for its energy at an enhanced rate pursuant to a program whereby the state granted certain tax credits to utilities that entered into contracts to purchase its energy at this enhanced rate, to reimburse the state for tax credits granted when it ceased to operate as alternate energy producer, was payable on a priority basis as an administrative expense of estate. The debt arose postpetition, when the debtor's production ceased, and was a necessary cost beneficial to estate, because the tax credits enabled the debtor to obtain payment for its energy at the higher rate. In re Resource Technology Corp., --- B.R. ----, 2011 WL 573815 (N.D. Ill.) (Kennelly, J.). A copy of the Honorable Matthew F. Kennelly's Memorandum Opinion in In re Resource Technology Corp., Case No. 10-cv-04703 (N.D. Ill.), dated Feb. 10, 2011, is available at https://ecf.ilnd.uscourts.gov/doc1/06718991375 at no charge. The District Court's decision affirms the bankruptcy court's order allowing the State of Illinois a $175,000 administrative claim on account of the postpetition tax credits. Resource Technology Corporation was in the business of collecting gas emitted from garbage landfills and either selling it or converting it into electricity. RTC had contracts with the owners of several Illinois landfills that gave it the exclusive right to develop and install gas-to-energy conversion projects at the landfills. By 1999 the company became the subject of an involuntary Chapter 7 petition. For a time during the course of the lengthy bankruptcy proceedings, RTC's case proceeded under Chapter 11 as a reorganization, but as the prospects for RTC's recovery grew increasingly dim, the bankruptcy court converted the case back into a Chapter 7 proceeding. The bankruptcy court appointed a Chapter 11 trustee in 2003. On Sept. 21, 2005, the bankruptcy court converted the case to a Chapter 7 proceeding and appointed a Chapter 7 trustee. RIVER ISLAND: Has Until March 28 to File Schedules and Statements ----------------------------------------------------------------- The Hon. Raymond B Ray of the U.S. Bankruptcy Court for the Southern District of Florida granted River Island Farms, Inc., until March 28, 2011, to file its schedules and statement of financial affairs. Fort Lauderdale, Florida-based River Island Farms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11- 15410) on Feb. 28, 2011 Martin L. Sandler, Esq., at Sandler & Sandler By M. L. Sandler, P.A., serves as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts at $10 million to $50 million. ROBB & STUCKY: Files Schedules of Assets & Liabilities ------------------------------------------------------ Robb & Stucky Limited LLLP has filed with the U.S. Bankruptcy Court for the District of Middle Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $7,895,681 B. Personal Property $69,809,400 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $44,686,784 E. Creditors Holding Unsecured Priority Claims $15,409,295 F. Creditors Holding Unsecured Non-priority Claims $31,763,046 ----------- ----------- TOTAL $77,705,081 $91,859,125 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. ROBB & STUCKY: Obtains Second Interim Order to Avail of DIP Loan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida issued a second order authorizing Robb & Stucky Limited LLLP to continue to obtain interim debtor-in-possession financing and other extensions of credit from Bank of America, N.A. Bank of America has committed to provide up to $25 million secured revolving credit facility, which will be secured by all personal property of Robb & Stucky. As security for Robb & Stucky's obligations under the DIP financing, Bank of America will have continuing security interests in and liens upon all of the collateral excluding avoidance claims and avoidance proceeds, according to the second interim order. The court order also provides that all DIP obligations will have administrative priority and will constitute an allowed superpriority claim over all other administrative expenses in Robb & Stucky's case, provided that the superpriority claim will not attach to or be payable from avoidance claims or proceeds. The Bankruptcy Court overruled and denied all objections to the proposed DIP financing that have not been withdrawn, waived or resolved at or before the March 8, 2011 hearing. The second interim order also provides that until all conditions on the use of cash collateral have been satisfied, Robb & Stucky will not be authorized to use the cash collateral for any purpose except for purposes and in amounts stated in the budget, subject to the right of CIRS Financing LLC and CIRS Management LLC to object to the budget or the use of cash collateral. After the prepetition first lien debt and the DIP obligations have been paid in full, the DIP facility has terminated, and the other cash collateral conditions have been satisfied, Robb & Stucky may continue to use the cash collateral in accordance with the budget that is approved by the CIRS entities or ordered by the Bankruptcy Court. 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. ROCK & REPUBLIC: VF Corp. Receives Plan Approval to Buy Names ------------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that VF Corp., the manufacturer of Lee and Wrangler jeans, won court approval to buy the brand names and intellectual property from Rock & Republic Enterprises Inc. The bankruptcy judge signed a confirmation order on March 23 approving Rock & Republic's liquidating Chapter 11 plan. VF, based in Greensboro, North Carolina, is paying $57 million in cash. It was a proponent of the plan, along with the company and the official creditors' committee. The inventory, stores and other assets that VF isn't buying are being transferred to a liquidating trust under the plan. About Rock & Republic Rock & Republic Enterprises, Inc., is a wholesale and retail apparel company specializing in an avant-garde and distinctive line of clothing. Rock & Republic Enterprises, Inc., and Triple R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 10-11728 and 10-11729) on April 1, 2010, represented by attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York. Manderson, Schaefer & McKinlay, LLP, is the Company's special corporate counsel. Rosen Seymour Shapss Martin & Company LLC serves as the Debtors' Forensic Accountants. Donlin Recano serves as claims and noticing agent. The Company estimated $50 million to $100 million in assets, and $10 million to $50 million in liabilities. The Official Committee of Unsecured Creditors is represented by Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll, Esq., at Perkins Coie LLP, as bankruptcy counsel. RQB RESORT: Judge Stands by $132MM Valuation for Sawgrass Resort ---------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Judge Paul M. Glenn denied the owner of Sawgrass Marriott Resort & Cabana Club's bid to put a new price tag on the Florida resort, instead standing by its earlier $132 million valuation and mortgage lender Goldman Sachs Mortgage Co. -- the resort owner's adversary in the valuation dispute. Judge Glenn on Thursday signed an order declining to re-evaluate the resort's value, despite a January plea for reconsideration by owner RQB Resort LP. According to DBR, Judge Glenn spent one month reviewing evidence offered up at a Feb. 23 hearing, where RQB pushed for a drop in the valuation. In court papers, the company claimed that Judge Glenn had erred in agreeing with Goldman Sachs' $132 million figure. The true value of the resort is lower, RQB argued, because Goldman Sachs' number included the value of 450 memberships to the resort's championship golf course. According to RQB Resort, such memberships haven't yet been created and therefore can't be included in the valuation. As reported by the Troubled Company Reporter on Jan. 11, 2011, Bill Rochelle, the bankruptcy columnist for Bloomberg News, said Judge Glenn ruled officially that Sawgrass Marriott Resort is worth $132 million. After a two-day trial in December, Judge Glenn adopted Goldman Sachs's opinion about the value of the property. RQB Resort LP, the resort's owner, wanted the judge to rule that it's worth $88.9 million. Lender Goldman Sachs is owed $193 million. About RQB Resort RQB Resort LP and RQB Development LP own Florida's Sawgrass Marriott Resort, the site of the U.S. PGA Tour's Tournament Players Championship. Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596). The Company's affiliate -- RQB Development, LP, aka Sawgrass Marriott Golf Villas & Spa -- filed a separate Chapter 11 petition. The Company estimated its assets and debts at $100 million to $500 million in its Chapter 11 petition. RUSSELL NECAISE: Case Closed to Halt Post-Confirmation UST Fees --------------------------------------------------------------- WestLaw reports that while an individual Chapter 11 debtor was not entitled to an early discharge prior to completion of his plan payments, the case was "fully administered" and could be closed to prevent continued accrual of quarterly fees to the United States Trustee, subject to being reopened in the future to permit entry of a discharge order. The confirmation order had become final, and the debtor had assumed the business and management of property to be dealt with under the plan. The debtor had commenced distributions under plan, and there were no pending motions, contested matters, or adversary proceedings to be resolved. Indeed, all that remained to be accomplished was liquidation of three assets, for which court approval was not required. In re Necaise, --- B.R. ----, 2010 WL 3294692 (Bankr. S.D. Miss.) (Olack, J.). A copy of the Honorable Nail P. Olack's Memorandum Opinion dated Aug. 20, 2010, is available at http://is.gd/g2t6vDfrom Leagle.com. Russell Raymond Necaise, Jr., of Pass Christian, Miss., filed a chapter 11 petition (Bankr. S.D. Miss. Case No. 09-50322) on Feb. 23, 2009, represented by William J. Little, Jr., Esq., at Lentz & Little, P.A., in Gulfport, Miss., and estimating assets and debts between $1 million and $10 million. The Bankruptcy Court confirmed Mr. Necaise's Second Amended Plan of Reorganization on Dec. 18, 2009, under which the debtor would liquidate certain assets and distribute 80% of the sale proceeds to creditors to satisfy their claims. RYLAND GROUP: Board Approves 2011 Equity and Incentive Plan ----------------------------------------------------------- The Ryland Group, Inc.'s Board of Directors approved the 2011 Equity and Incentive Plan as recommended by the Compensation Committee and subject to approval by the stockholders of the Company. On or about March 14, 2011, the Company made available a proxy statement to its stockholders describing the matters to be voted on at the annual meeting to be held on April 27, 2011, including the approval of the 2011 Plan. After preparation of the proxy statement, Ryland decided to amend the definition of a change in control included in the 2011 Plan and clarified the prohibitions on repricing under the 2011 Plan. A copy of the 2011 Plan, as revised with these modifications, is available for free at http://is.gd/8xt9Sk About Ryland Group Headquartered in Calabasas, California, The Ryland Group, Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's largest homebuilders and a leading mortgage-finance company. Since its founding in 1967, Ryland has built more than 285,000 homes and financed more than 240,000 mortgages. The Company currently operates in 15 states and 19 homebuilding divisions across the country and is listed on the New York Stock Exchange under the symbol "RYL." The Company's balance sheet at Dec. 31, 2010 showed $1.65 billion in total assets, $1.09 billion in total liabilities, and $561.66 million in total equity. * * * As reported by the Troubled Company Reporter on June 21, 2010, Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer Default Rating at 'BB'; and Senior unsecured debt at 'BB'. The Rating Outlook has been revised to Stable from Negative. Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3" probability of default rating, "Ba3" senior unsecured notes rating, and "SGL-2" speculative grade liquidity rating. Ryland Group carries Standard & Poor's Ratings Services' 'BB-' corporate credit and senior unsecured note ratings. SATELITES MEXICANOS: Majority of Noteholders OK Chapter 11 Plan --------------------------------------------------------------- Satelites Mexicanos, S.A. de C.V. announced on March 25, 2011, that in connection with the implementation of a comprehensive recapitalization to be effected through a prepackaged plan of reorganization to be filed in the United States Bankruptcy Court for the District of Delaware, holders representing more than 66 2/3% of the aggregate outstanding principal amount of the Company's First Priority Senior Secured Notes due 2011 executed a restructuring support agreement. On Jan. 25, 2011, Satmex announced that it had reached an agreement with the holders of more than two-thirds of the outstanding principal amount of its 10 1/8% Second Priority Senior Secured Notes due 2013 to support the Prepackaged Plan. The Supporting First Priority Noteholders agreed, among other things, to: (i) waive or forbear from exercising their rights under their respective First Priority Notes (and not to direct the First Priority Indenture Trustee to exercise any such rights) and, when solicited; (ii) vote all First Priority Notes beneficially held by them in favor of the Prepackaged Plan. Additionally, the Supporting First Priority Noteholders agreed not to opt out of the releases to be provided in the Prepackaged Plan (or, in the event the releases are structured to require an opt in, will opt into such releases). T The Supporting First Priority Noteholders further agreed not to vote for or support any alternative transaction and to consent to certain adequate protection. The agreements of the Supporting First Priority Noteholders are several and not joint and are subject to certain conditions contained in the FPN Restructuring Support Agreement. A supplement to the Disclosure Statement for the Prepackaged Plan regarding the FPN Restructuring Support Agreement and, separately, certain other information concerning elections to be made under the Prepackaged Plan by holders of Second Priority Notes, will be delivered to creditors solicited to vote on the Prepackaged Plan through their respective brokers and nominees. This supplement has also been posted to the Company's Web site at http://www.satmex.com/index1.php. As announced on Feb. 28, 2011, Satmex has also entered into a commitment letter with Jefferies Finance LLC providing for $325 million of committed senior secured exit financing, which may be used, along with the proceeds of the previously-announced $96.25 million fully-backstopped rights offering of equity securities to holders of Second Priority Notes, to, among other things, repay the First Priority Notes as outlined in the Prepackaged Plan and fund the timely completion of Satmex 8, a satellite scheduled to be launched in 2012 to replace the Company's Satmex 5 satellite. As part of the implementation of the Prepackaged Plan, Satmex and its subsidiaries Alterna'TV Corporation and Alterna'TV International Corporation, on March 8, 2011 commenced a solicitation of votes on the Prepackaged Plan from holders of record as of March 3, 2011, of the Company's First Priority Notes and the Second Priority Notes. The solicitation period will expire on April 4, 2011. About Satmex SAB Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based satellite service provider in Latin America. Satmex's fleet offers hemispheric and regional coverage throughout the Americas. Satmex's balance sheet as of June 30, 2010, showed US$438.29 million in assets, US$516.55 million in liabilities, and a US$78.26 million shareholder's deficit. Satmex had a net loss of US$6.12 million on US$53.06 million of revenue for the six months ended June 30, 2010, compared with a net loss of US$8.81 million on US$50.35 million of revenue for six months ended June 30, 2009. Satmex has a 'C' issuer rating and 'Ca' long term corporate family rating, with negative outlook, from Moody's Investors Service. SEAHAWK DRILLING: CEO Calls Bankruptcy "Preventable" ---------------------------------------------------- Randy Stilley, president and chief executive of Seahawk Drilling, wrote in the Opinions section of The Washington Post that Seahawk's bankruptcy was preventable. Calling the bankruptcy a "devastating decision," Mr. Stilley said it was "the culmination of a long period in which we found our customers unable to secure permits for work in the Gulf of Mexico despite the fact that both our industry and our company have excellent safety records. In the 11 months after the Deepwater Horizon accident, it became clear that Seahawk's greatest rival was no longer our industry competitors but the U.S. government." A copy of the article is available at http://is.gd/p0wHFE About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. The Company and several affiliates filed for Chapter 11 bankruptcy protection on Feb. 11, 2011 (Bankr. S.D. Tex. Lead Case Nos. 11-20089). The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves as the Debtors' co-counsel. Alvarez and Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons And Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Judy A. Robbins, U.S. Trustee for Region 7, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Seahawk Drilling Inc. and its debtor-affiliates. Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors committee. The U.S. Trustee also established an Official Committee of Equity Security Holders, which is represented by Charles R. Gibbs, Esq. -- cgibbs@akingump.com -- at Akin Gump Strauss Hauer & Feld LLP. The Equity Panel also tapped Duff & Phelps Securities, LLC, as its financial advisors. Seahawk filed for Chapter 11 bankruptcy with a contract for selling the business to competitor Hercules Offshore Inc. under in a transaction valued at $105 million. The price includes $25 million cash and 22.3 million Hercules shares. Seahawk said the sale should pay funded debt and trade suppliers in full. SEAVIEW PLACE: Hearing for $300,000 DIP Loan Today -------------------------------------------------- Dow Jones' DBR Small Cap reports that the developer behind Seaview Place at Gulf Landings is seeking approval of a loan it says is vital to maintaining its luxury condominium on Florida's Gulf coast. The U.S. Bankruptcy Court in Tampa, Fla., will consider allowing Seaview Place Developers Inc. to tap into a $300,000 loan on Monday. DBR says the loan will serve as a key supplement to the revenues the company generates from monthly rent and maintenance fees at its condo. Gulf Landings Loan LLC, a newly formed company that's indirectly owned and controlled by Seaview's principals, is offering the loan, without which the company said it would suffer "immediate and irreparable" harm. "In that instance, the debtor would be unable to procure the goods and services required to maintain and operate the Seaview project and its amenities, thereby diminishing the value of the Seaview project to the detriment of its creditors and other stakeholders," the company said in court papers, according to DBR. About Seaview Place Seaview Place Developers, Inc., in Clearwater Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-05126) on March 22, 2011, represented by David S. Jennis, Esq., and Chad S. Bowen, Esq., at JENNIS & BOWEN, P.L., in Tampa. The Debtor scheduled assets of $24,769,500 and debts of $15,147,744. SEQUOIA PARTNERS: U.S. Trustee Forms 5-Member Creditors Committee ----------------------------------------------------------------- Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five members to the official committee of unsecured creditors in the Chapter 11 case of Sequoia Partners, LLC. The Creditors Committee members are: 1. Huges, Rote, Brouhard & Thorpe, LLP, chairperson Attn: Frank C. Rote, III 612 NW 5th Street Grants Pass, OR 97526 Tel: (541) 479-2678 Fax: (541) 479-7485 E-mail: frank.rote@southernoregonlawyer.com 2. C Hillebrand Ranch Corp Attn: Joseph E. Kellerman 717 Murphy Road Medford, OR 97504 Tel: (541) 779-8900 Fax: (541) 773-2635 E-mail: jek@roguelaw.com 3. Troon Golf, L.L.C. Attn: Jeffrey L. Hansen 15044 N Scottsdale Rd., Suite 300 Scottsdale, AZ 85254 Tel: (480) 477-0439 Fax: (480) 477-0639 E-mail: jhansen@troongolf.com 4. Michael Bird P.O. Box 10 Grants Pass, OR 97528 Tel: (541) 474-0477 E-mail: mjbird09@gmail.com 5. Clearwater Technologies, LLC Attn: Brian Thompson 111 Haines Lane Merlin, OR 97532 Tel: (541) 471-6226 Fax: (541) 476-7748 E-mail: Brian@clrwtech.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. The U.S. Trustee is represented: Ronald C. Becker, Esq. Office of the United States Trustee Wayne E. Morse Federal Courthouse 405 East Eighth Avenue, Room 1100 Eugene, OR 97401 Tel: (541) 465-6330 About Sequoia Partners, LLC Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on Dec. 29, 2010. Tara J. Schleicher, Esq., at Farleigh Wada Witt Attorneys, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $50 million to $100 million and debts at $10 million to $50 million. SHERWOOD FARMS: Court Set Status Hearing on June 29 for Plan ------------------------------------------------------------ The Hon. Karen Jennemann of the U.S. Bankruptcy Court for the District of Florida set a status hearing on June 29, 2011, at 11:00 a.m., for the second amended Chapter 11 plan and second amended disclosure statement of Sherwood Farms Inc. As reported by the Troubled Company Reporter on December 14, 2010, Judge Jennemann rejected Sherwood Farms and Sherwood Investments Overseas Limited Incorporated's disclosure statement explaining a prior version of their plan. According to the Disclosure Statement, the Plan provides that the Debtors will continue to operate their existing businesses with low operating expenses. The Reorganized Debtors will execute new notes, mortgages, and security agreements with Centennial Bank, formerly known as Old Southern Bank, based, in part on adjusted property values that reflect the reduced market value of the lender's secured interest in its collateral. The Debtors contemplates paying claims and equity interests over time from cash flow generated from its core operations along with the reduction in cash flow demands from the new secured obligations. Under the Plan, holders of allowed secured claims will receive payment equal to 100% of their allowed secured claims, over time. Holders of allowed unsecured claims will receive pro rata distribution from the net adversary proceeds. Equity interests in he Debtors will remain unchanged. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SherwoodFarms_DS.pdf About Sherwood Farms Groveland, Florida-based Sherwood Farms, Inc., owns and operates an orchid farm from its real property in Lake County, Florida. The Company filed for Chapter 11 bankruptcy protection on Jan. 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578). Mariane L. Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, in Orlando, Fla., assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. An affiliate, Sherwood Investments Overseas Limited Incorporated, filed a separate Chapter 11 petition on Jan. 15, 2010 (Bankr. M.D. Fla. Case No. 10-00584). Latham Shuker also represents the affiliate as counsel. At the time of the filing, the affiliate also estimated its assets and debts at $10 million to $50 million. SIRIUS XM: Offers to Purchase 3-1/4 Convertible Notes Due 2011 -------------------------------------------------------------- Sirius XM Radio Inc. filed with the U.S. Securities and Exchange Commission a Schedule TO relating to its offer to purchase any and all of the Company's outstanding 3 1/4% Convertible Notes due 2011 for cash, at a purchase price equal to $1,007.50 per $1,000 principal amount of the Notes purchased upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 24, 2011 and the related Letter of Transmittal. The Company's obligation to accept for payment, and to pay for, the Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to satisfaction of the applicable conditions described in the Offer to Purchase. A full-text copy of the filing is available for free at: http://is.gd/ahfcWq About Sirius XM Radio Based in New York, Sirius XM Radio Inc. has two principal wholly owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service. In July 2008, the Company's wholly owned subsidiary, Vernon Merger Corporation, merged with and into XM Satellite Radio Holdings Inc. and, as a result, XM Satellite Radio Holdings Inc. became Sirius' wholly owned subsidiary. The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion in total assets, $7.17 billion in total liabilities and $207.64 million in stockholders' equity. * * * Sirius carries (i) a 'BB-' corporate credit rating from Standard & Poor's and (ii) 'B3' corporate family rating and 'B2' probability of default rating from Moody's. In October 2010, Moody's said the upgrade of Sirius XM's CFR to 'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating Moody's standard adjustments) less capital spending to interest expense will grow and comfortably exceed 1x in 2011, reflecting higher than anticipated subscribers and revenue and reduced debt service and programming costs. As announced on October 1, 2010, the company expects to add more than 1.3 million subscribers in FY2010, bringing the year end total to 20.1 million and exceeding prior expectations. Despite high churn in the subscriber base, vulnerability to cyclical consumer spending, and increasing wireless competition, Moody's believe subscriptions will grow through the end of 2011 as the economy and automotive sales recover. Heightened capital spending related to the ongoing construction and launch of two satellites will likely limit free cash flow generation in 2011. The rating also reflects the company's sizable debt burden as well as the need to invest significantly in programming, marketing, launching new services, and maintaining a satellite fleet to attract subscribers in addition to delivering content. As reported by the Troubled Company reporter on Dec. 14, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a consolidated basis), to 'BB-' from 'B+'. The rating outlook is stable. "The action reflects the company's improving operating performance, declining debt leverage, and the prospects for continued improvement in credit measures for full-year 2010 and 2011," explained Standard & Poor's credit analyst Hal Diamond. SMITHFIELD FOODS: S&P Raises Corporate Credit Rating to 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it raised its ratings, including the corporate credit rating to 'B+' from 'B-', on Smithfield Foods Inc. At the same time, S&P removed all ratings from CreditWatch, where they were placed with positive implications on Jan. 13, 2011, following the company's announcement of a $450 million bond tender offer. The outlook is positive. Smithfield Foods had $2.1 billion in reported debt outstanding, pro forma for its bond tenders totaling $390.9 million of face value. S&P also raised the issue-level ratings on the company's senior secured debt to 'BB' from 'B+' (two notches above the corporate credit rating). The '1' recovery rating on this debt remain unchanged, indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. In addition, S&P raised the issue-level ratings on the company's senior unsecured debt to 'B+' from 'B-' (the same as the corporate credit rating), and revised the recovery ratings on this debt to '3' from '4'. The '3' recovery rating indicates S&P's expectations for average (50%-70%) recovery in the event of a payment default. "The revised recovery ratings reflect S&P's opinion that recovery prospects for senior unsecured lenders and noteholders have improved following the company's debt repayments totaling about $900 million since August 2010," explained Standard & Poor's credit analyst Christopher Johnson. "The upgrade and positive outlook reflect Smithfield's recent debt reduction totaling about $900 million since August 2010," said Mr. Johnson, "along with S&P's opinion that higher hog/pork pricing should result in continued EBITDA growth for Smithfield over the remainder of fiscal 2011 and into fiscal 2012." The latest USDA World Agriculture Supply and Demand Estimates projects hog prices to improve by about 10% year over year to $59-$63 per hundredweight (cwt) in 2011. "Similarly, S&P expects pork prices for bellies, hams, and trim to continue to grow in 2011 as export demand remains relatively strong," added Mr. Johnson, "while still-tight domestic supplies should support domestic demand, albeit at somewhat tighter margins for Smithfield (especially in its higher margin packaged meats business)." SONJA TREMONT: Wins Court Nod to Retain Kozberg as Special Counsel ------------------------------------------------------------------ Sonja Tremont-Morgan sought and obtained approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Kozberg & Bodell LLP as special counsel nunc pro tunc to Nov. 17, 2010. Ms. Tremont-Morgan sought the retention of Kozberg & Bodell to represent her in connection with the prosecution of her claims against her former attorneys Eric George and Gene Williams, and their firm Browne Woods George LLP. The lawyers have been accused of negligence and legal malpractice. The claims were pending at the time of Ms. Tremont-Morgan's Chapter 11 filing, and in accordance with California law, are first subject to arbitration. Kozberg & Bodell will be compensated for its services on a contingency fee basis in accordance with the terms of an agreement with Ms. Tremont-Morgan. Pursuant to the agreement, Kozberg & Bodell will receive 33 1/3% of any fees recovered if the matter is resolved within 90 days preceding the first scheduled heating date, or 40% thereafter, net of any unpaid costs or costs advanced by counsel. About Sonja Tremont-Morgan New York City-based Sonja Tremont-Morgan filed for Chapter 11 protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132). The Debtor disclosed $13,458,749 in assets and $19,839,501 in liabilities as of the Chapter 11 filing. SONJA TREMONT: Wins Approval to Retain Clifford as Special Counsel ------------------------------------------------------------------ Sonja Tremont-Morgan sought and obtained approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Clifford Chance USA as her special appellate counsel nunc pro tunc to Nov. 17, 2010. Ms. Tremont-Morgan tapped the firm to represent her in connection with her appeal of a judgment obtained by Hannibal Pictures Inc. in the California District Court in the sum of $7,066,297. The appeal is pending in the Ninth Circuit Court of Appeals in San Francisco. A consent order modifying the automatic stay to allow the prosecution of the appeal was entered on March 10, 2011. About Sonja Tremont-Morgan New York City-based Sonja Tremont-Morgan filed for Chapter 11 protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132). The Debtor disclosed $13,458,749 in assets and $19,839,501 in liabilities as of the Chapter 11 filing. SOUTHWEST GEORGIA: Court Approves Epiq as Claims & Notice Agent --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia authorized Southwest Georgia Ethanol LLC to employ Epiq Bankruptcy Solutions, LLC, as claims, noticing, and balloting agent, nunc pro tunc to the Petition Date. According to the Troubled Company Reporter on Feb. 4, 2011, Epiq will, among other things: a. assist the Debtor with the compilation, administration, evaluation and production of documents and information necessary to support a restructuring effort; b. prepare and serve notices required in the Debtor's Chapter 11 bankruptcy case; c. create and maintain the official claims registers; and d. mail and tabulate ballots for purposes of plan voting. Epiq will be paid based on the rates of its professionals: Clerk $36-$54 Case Manager (Level 1) $112-$157 IT Programming Consultant $126-$171 Case Manager (Level 2) $166-$198 Senior Case Manager $202-$247 Senior Consultant $265 A copy of Epiq's services agreement with the Debtor is available for free at: http://bankrupt.com/misc/SOUTHWEST_GEORGIA_epiqservicespact.pdf Joseph N. Wharton, Vice President and Senior Consultant of Epiq, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Southwest Georgia Ethanol Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co., sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany, Georgia, on Feb. 1, 2011. The Debtor owns and operates an ethanol production facility located on 267 acres in Mitchell County, Georgia, producing 100 million gallons of ethanol annually. Ethanol production operations commenced in October 2008. Revenue was $168.9 million for fiscal year ended Sept. 30, 2010. The Debtor said profitability and liquidity have been materially reduced by unfavorable fluctuations in commodity prices for ethanol and corn. John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in Atlanta, Georgia, serves as counsel to the Debtor. Morgan Keegan & Company, Inc., is the investment banker and financial advisor. The Debtor's balance sheet showed $164.7 million in assets and $134.1 million in debt as of Dec. 31, 2010. Bloomberg News notes that since 2008, at least 11 ethanol-related companies have sought court protection, including VeraSun Energy Corp., once the second-largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and White Energy Holding Co. SOUTHWEST GEORGIA: Court Approves Morgan Keegan as Fin'l Advisor ---------------------------------------------------------------- Southwest Georgia Ethanol, LLC, won permission from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Morgan Keegan & Company, Inc., as investment banker and financial advisor, nunc pro tunc to the Petition Date. According to the Troubled Company Reporter on Feb. 7, 2011, Morgan Keegan will, among other things: a. assist in the evaluation of the Debtor's business, prospects, strategic alternatives and any transaction proposed to the Debtor; b. evaluate the Debtor's potential debt capacity and determine an appropriate capital structure; c. structure potential transactions and assist the Debtor in the determination of a range of values applicable to the Debtor in the context of any transaction; and d. identify and screen potential financing sources, and assist in arranging, negotiating and closing any financing the Debtor chooses to pursue. Morgan Keegan will be paid: a. a one-time engagement fee of $100,000; b. a monthly fee of $50,000. c. financing fees: (i) the greater of 1.50% of the principal amount of new financing for senior secured term debt that is accepted by the Debtor or $300,000; (ii) the greater of 3.0% of the principal amount of any new financing for any junior debt that is accepted by the Debtor or $300,000; (iii) the greater of 3% of the amount of any equity investment or equity-linked investment from pre- existing equity investors that is accepted by the Debtor or $500,000; and (iv) the greater of 6.0% of the amount of any new equity investment or equity-linked investment that is accepted by the Debtor or $500,000; d. a restructuring fee in an amount equal to $1,750,000; and e. a divestiture fee equal to the greater of 1.75% of the transaction consideration paid in a divestiture or $500,000. Michael G. Lederman, a Managing Director and Head of the Special Situations Group of Morgan Keegan, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Southwest Georgia Ethanol Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co., sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany, Georgia, on Feb. 1, 2011. The Debtor owns and operates an ethanol production facility located on 267 acres in Mitchell County, Georgia, producing 100 million gallons of ethanol annually. Ethanol production operations commenced in October 2008. Revenue was $168.9 million for fiscal year ended Sept. 30, 2010. The Debtor said profitability and liquidity have been materially reduced by unfavorable fluctuations in commodity prices for ethanol and corn. John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in Atlanta, Georgia, serves as counsel to the Debtor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Debtor's balance sheet showed $164.7 million in assets and $134.1 million in debt as of Dec. 31, 2010. Bloomberg News notes that since 2008, at least 11 ethanol-related companies have sought court protection, including VeraSun Energy Corp., once the second-largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and White Energy Holding Co. SOUTHWEST GEORGIA: Court Okays McKenna Long as Bankruptcy Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia authorized Southwest Georgia Ethanol LLC to employ McKenna Long & Aldridge LLP as bankruptcy counsel, nunc pro tunc to the Petition Date. According to the Feb. 4, 2011 edition of the Troubled Company Reporter, McKenna Long has agreed to, among other things: a. attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 case, including all of the legal and administrative requirements of operating in Chapter 11; b. review and prepare on behalf of the Debtor all motions, administrative and procedural applications, answers, orders, reports and papers necessary to the administration of the estate; c. negotiate and prepare a plan of reorganization, disclosure statement and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of the plan; and d. advise the Debtor in connection with any sale of assets. McKenna Long will be paid based on the rates of its professionals: Gary W. Marsh $525 J. Michael Levengood $510 Bryan Bates $375 Michael Levengood, Esq., a partner at McKenna Long, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Southwest Georgia Ethanol Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co., sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany, Georgia, on Feb. 1, 2011. The Debtor owns and operates an ethanol production facility located on 267 acres in Mitchell County, Georgia, producing 100 million gallons of ethanol annually. Ethanol production operations commenced in October 2008. Revenue was $168.9 million for fiscal year ended Sept. 30, 2010. The Debtor said profitability and liquidity have been materially reduced by unfavorable fluctuations in commodity prices for ethanol and corn. Morgan Keegan & Company, Inc., is the investment banker and financial advisor to the Debtor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Debtor's balance sheet showed $164.7 million in assets and $134.1 million in debt as of Dec. 31, 2010. Bloomberg News notes that since 2008, at least 11 ethanol-related companies have sought court protection, including VeraSun Energy Corp., once the second-largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and White Energy Holding Co. ST. VINCENT: Rival Group May Have Offer for Hospital ---------------------------------------------------- Manhattan's Greenwich Village needs a full-service acute-care hospital to replace the shuttered St. Vincent Catholic Medical Centers, a group said in opposing the planned sale of the hospital property, according to Bill Rochelle, Bloomberg News' bankruptcy columnist. The report notes that St. Vincent has an agreement for a $260 million sale of the property to the Rudin family and North Shore-Long Island Jewish Health System. If approved by the bankruptcy court, there would be no auction. The contract with Rudin-NSLIJ contemplates building an emergency department on the site, with the remainder being a real estate development. Mr. Rochelle relates that three individuals, who call themselves the Objecting Alternative Purchaser Group, said in a March 23 court filing that a real estate developer and a New York City medical center will make a competing offer to pay the same price while building a full-service hospital. Some of the property would be developed. The offer will be made before the April 7 hearing on the matter, the group said. The group is made up of Dudley Gaffin, Alan J. Gerson and Dr. Robert Altman. They disagree with the conclusions that New York City has too many hospital beds and bemoan the lack of an acute-care hospital in the neighborhoods surrounding Greenwich Village. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. STEWART ENTERPRISES: S&P Raises Corporate Credit Rating to 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Jefferson, La.-based Stewart Enterprises Inc. to 'BB' from 'BB-'. The rating outlook is stable. In addition, S&P raised the rating the issue-level rating to 'BB' (the same as the corporate credit rating). The recovery rating of '4', indicating S&P's expectation of average (30%-50%) recovery for lenders in the event of default, remains the same. "The upgrade on Stewart reflects its improved credit metrics over the past few quarters, driven by a reduction in debt and higher EBITDA margins," said Standard & Poor's credit analyst Rivka Gertzulin. The upgrade also reflects S&P's perception of a more conservative financial policy given that Stewart has focused on building a stronger balance sheet over the past two years, and S&P's expectation that it will continue to do so. S&P expects Stewart to maintain a significant financial risk profile. "The company's strong liquidity reflects its balance sheet cash, revolver availability and ability to generate consistent operating cash flow in excess of needs," added Ms. Gertzulin. Stewart's fair business risk profile reflects its focus in a competitive and fragmented industry with limited (although predictable) long-term growth potential. Rising consumer preference for lower cost services that impedes Stewart's growth prospects are partially outweighed by the company's efficient operations and future revenue tied to contracted preneed sales. STORY BUILDING: Plan Outline Hearing Continued Until June 2 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California approved a stipulation continuing until June 2, 2011, at 10:30 a.m., the hearing on adequacy of the Disclosure Statement explaining Story Building LLC's proposed Chapter 11 Plan. The stipulation was entered between the Debtor and its lender Wells Fargo Bank, N.A., as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1. The Plan The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. As reported in the Troubled Company Reporter on Jan. 7, 2011, according to the Disclosure Statement, the Plan provides for the resolution of all claims against the estate. Plan distributions will be funded primarily from operations of the Story Building property, and the new value contribution. The Debtor's interest holder will provide $50,000 on the effective date sufficient cash to cover payments due on the effective date of the Plan. Under the Plan, holders of Class 4 general non-insider unsecured claims will receive, among other things: (i) a pro rata share of 25% of net operating income for the calendar years 2012 to 2017, derived from the rents generated from the Story Building property; (ii) one final payment of the balance of the allowed claim and all accrued interest in full on or before Dec. 31, 2018; and (iii) in the event that the property is sold, a pro rata share of up to 100% of the net proceeds, if any, after payment of all costs of sale, etc. Copies of the Disclosure Statement is available for free at http://bankrupt.com/misc/StoryBuilding_DS2.pdf The Debtor is represented by: Sandford L. Frey, Esq. Stuart I. Koenig, Esq. CREIM MACIAS KOENIG & FREY LLP 633 W. Fifth Street, 51st Floor Los Angeles, CA 90071 Tel: (213) 614-1944 Fax: (213) 614-1961 E-mail: sfrey@cmkllp.com skoenig@cmkllp.com About Story Building LLC Story Building LLC is a real estate management company based in Irvine, California. The Company owns and operates a 13-story historical building located in Downtown, Los Angeles, known as the Walter P. Story Building, located at 610 S. Broadway. The building is primarily utilized as a jewelry plaza. Story Building LLC filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010. Sandford Frey, Esq., who has an office in Los Angeles, California, represents the Debtor in its restructuring effort. The Debtor disclosed $19,421,024 in assets and $16,500,721 in liabilities as of the Chapter 11 filing. There was no official committee of unsecured creditors appointed in the Debtor's case. STRATEGIC AMERICAN: Board Ratifies Consulting Pact With Geoserve ---------------------------------------------------------------- The Board of Directors of Strategic American Oil Corporation ratified the Company's entering into a Consulting Agreement with Geoserve Marketing LLC, dated effective as of March 9, 2011. The March 2011 Geoserve Agreement supersedes the previous consulting agreement that the Company entered into with Geoserve on Feb. 15, 2011, as disclosed in the Company's Current Report on Form 8-K as filed with the SEC on Feb. 22, 2011. Geoserve is a company controlled by Michael Watts, who is the father-in-law of Jeremy Driver, a director and chief executive officer of the Company. Pursuant to the March 2011 Geoserve Agreement, Geoserve is to provide consulting services to the Company as an independent contractor for a term of three years. The March 2011 Geoserve Agreement provides that the Company will compensate Geoserve with warrants according to the following schedule: (i) upon signing, Geoserve will be issued five-year term warrants to purchase 20,000,000 restricted shares of common stock at an exercise price of $0.10 per share (previously granted and vested as of the execution of the original agreement on Feb. 15, 2011). If the Company's stock price reaches a five-day average closing price of $0.30 per share, the Company will grant Geoserve an additional 15,000,000 share purchase warrants at an exercise price of $0.10 per share and a five-year term. If the Company's stock price reaches a five-day average closing price of $0.60 per share, the Company will grant Geoserve a further 15,000,000 share purchase warrants at an exercise price of $0.10 per share and a five-year term. The Company may terminate the agreement after the first year with thirty days notice. Revolving Line of Credit On Feb. 15, 2011, the Company closed on the acquisition of a private Texas oil and gas company named Galveston Bay Energy, LLC. On March 17, 2011, GBE secured a one year revolving line of credit of up to $5,000,000 with a commercial bank. The note carries interest at a rate of prime + 1% (currently 6%) with a minimum interest rate of 5%. Interest is payable monthly. Proceeds from the line of credit must be used solely to enhance the Galveston Bay properties. The note is collateralized by the Company's Galveston Bay properties and substantially all GBE's assets. The Company has also executed a parental guarantee of payment. On March 17, 2011, GBE secured a one year revolving line of credit of up to $5,000,000 with a commercial bank. The note carries interest at a rate of prime + 1% (currently 6%) with a minimum interest rate of 5%. Interest is payable monthly. Proceeds from the line of credit must be used solely to enhance the Galveston Bay properties. The note is collateralized by the Company's Galveston Bay properties and substantially all GBE's assets. The Company has also executed a parental guarantee of payment. About Strategic American Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Going Concern As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Strategic American Oil's ability to continue as a going concern following the Company's results for the fiscal year ended July 31, 2010. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficit. In the Form 10-Q, the Company acknowledged that it had a working capital deficit of $3,362,822 and an accumulated deficit of $13,016,680 as of Jan. 31, 2011. The Company said its ability to continue as a going concern is dependent on raising additional capital to fund ongoing exploration and development and ultimately on generating future profitable operations. SUPERCONDUCTOR TECHNOLOGIES: Significant Losses Cue Going Concern ----------------------------------------------------------------- Superconductor Technologies Inc. filed on March 21, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Marcum LLP, in Los Angeles, expressed substantial doubt about Semiconductor Technologies' ability to continue as a going concern. The independent auditors noted that the Company has incurred significant net losses since its inception and has an accumulated deficit of $237,633,000 and expects to incur substantial additional losses and costs. The Company reported a net loss of $12.0 million on $8.5 million of net revenues for 2010, compared with a net loss of $13.0 million on $10.8 million of net revenues for 2009. The Company's balance sheet at Dec. 31, 2010, showed $12.57 million in total assets, $1.67 million in total liabilities, and stockholders' equity of $10.90 million. A complete text of the Form 10-K is available for free at: http://is.gd/wd3DGk Santa Barbara, Calif.-based Superconductor Technologies Inc. (Nasdaq: SCON) -- http://www.suptech.com/-- develops and commercializes high temperature superconductor ("HTS") materials and related technologies. SUSPECT DETECTION: Yarel + Partners Raises Going Concern Doubt -------------------------------------------------------------- Suspect Detection Systems Inc. filed on March 22, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Yarel + Partners, in Tel-Aviv, Israel, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has not established sufficient sources of revenue to cover its operating costs and expenses. "As such, it has incurred an operating loss since inception. Further, as of Dec. 31, 2010, the cash resources of the Company were insufficient to meet its planned business objectives." The Company reported a net loss of $995,176 on $1.7 million of revenue for 2010, compared with a net loss of $1.8 million on $888,635 of revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $3.1 million in total assets, $2.4 million in total liabilities, and stockholders' equity of $698,739. A complete text of the Form 10-K is available for free at: http://is.gd/cFs6I4 New York City-based Suspect Detection Systems Inc. was incorporated in the State of Delaware on Oct. 5, 2006. SDS specializes in the development and application of proprietary technologies for law enforcement and border control, including counter terrorism efforts, immigration control and drug enforcement, as well as human resource management, asset management and the transportation sector. SW OWNERSHIP: 341 Meeting Now Scheduled for March 29 ---------------------------------------------------- The U.S. Trustee for Region 7 notified the U.S. Bankruptcy Court for the Western District of Texas that the first meeting of creditors originally set in SW Ownership LLC's Chapter 11 case, for March 29, 2011, at 10:00 a.m. (prevailing Central time), has been continued to a later time on the same date. The first meeting of creditors will now be held on March 29, at 1:00 p.m. The meeting will be held at the Homer J. Thornberry Federal Judicial Building, Room 118, 903 San Jacinto, Austin, Texas. 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: Joe E. Marshall, Esq. Jay H. Ong, Esq. MUNSCH HARDT KOPF & HARR, P.C. 401 Congress Avenue, Suite 3050 Austin, TX 78701 Tel: (512) 391-6100 Fax: (512) 391-6149 E-mail: jmarshall@munsch.com jong@munsch.com About SW Ownership SW Ownership, LLC, filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex. Case No. 11-10485) on Feb. 28, 2011. The Debtor disclosed $76,983,491 in assets and $37,793,270 in liabilities as of the Chapter 11 filing. The Debtor's case has been reassigned to the Hon. Craig A. Gargotta, H. Christopher Mott previously handled the case. SW OWNERSHIP: Files Schedules of Assets and Liabilities ------------------------------------------------------- SW Ownership, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $74,037,364* B. Personal Property $2,946,127 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $36,612,981 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,180,289 ----------- ----------- TOTAL $76,983,491 $37,793,270 * Book Value A full-text copy of the Debtor's schedules is available for free at http://bankrupt.com/misc/SWOwnership_SAL.pdf SW Ownership, LLC, filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex. Case No. 11-10485) on Feb. 28, 2011. Munsch Hardt Kopf & Harr, P.C. represents the Debtor in its restructuring effort. The Debtor's case has been reassigned to the Hon. Craig A. Gargotta, H. Christopher Mott previously handled the case. SW OWNERSHIP: Sues International Bank of Commerce Over Collapse --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that the owner of Skywater Over Horseshoe Bay is suing International Bank of Commerce, alleging that the lender's "wrongful conduct" stalled construction of the golf-course community and led to its bankruptcy. About SW Ownership Dallas, Texas-based SW Ownership, LLC, is a single member limited liability company owned by SW Ownership Holdings LLC. It owns an approximately 1600 acre residential community project known as Skywater Over Horseshoe Bay that is currently being developed in Llano and Burnet counties. The project covers 1,618 acres on Texas 71 and would include an 18-hole Jack Nicklaus signature golf course. The original owners, HB Texas Funding Inc., were forced into bankruptcy in February 2009. The project was then acquired by SW Ownership LLC a few months later, pumping $10 million to re-launch the development. The project is slated to be finished by 2015. SW Ownership LLC filed for Chapter 11 bankruptcy protection on Feb. 28, 2011 (Bankr. W.D. Tex. Case No. 11-10485), represented by Munsch Hardt Kopf & Harr, P.C., as bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. TAYLOR BEAN: Former Chairman Loses Bid to Delay Trial ----------------------------------------------------- American Bankruptcy Institute reports that U.S. District Judge Leonie M. Brinkema on Friday rejected a request by former Taylor, Bean & Whitaker Mortgage Corp. chairman Lee Farkas for a delay of his trial on criminal charges that he engineered a multibillion- dollar bank fraud. 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. TBS INTERNATIONAL: To Issue Non-Transferrable Subscription Rights ----------------------------------------------------------------- In an amended Form S-1 filing with the U.S. Securities and Exchange Commission, TBS International plc said that it is distributing to eligible holders of the Company's Class A and Class B ordinary shares one non-transferable subscription right to subscribe for the Company's Series A Preference Shares for each ordinary share held at 5:00 p.m., New York City time, on Feb. 7, 2011, the record date for the rights offering. Each 100 subscription rights entitle a holder to subscribe for one Series A Preference Share at a subscription price of $100 per Series A Preference Share. Each Series A Preference Share initially will be convertible into 25.0 Class A ordinary shares, subject to adjustments to reflect semiannual increases in liquidation value and stock splits and reclassifications. As of the record date for the rights offering, 18,102,021 of the Company's Class A ordinary shares and 13,200,305 of the Company's Class B ordinary shares were outstanding. Holders of these shares on the record date are eligible to receive the subscription rights. The Company is conducting this rights offering in connection with the restructuring of the Company's various credit facilities. As a condition to the restructuring of the Company's credit facilities, the Company's lenders have required three significant shareholders who also are key members of the Company's management to agree to provide up to $10.0 million of new equity in the form of Series B Preference Shares. In partial satisfaction of this requirement, on Jan. 28, 2011, these significant shareholders purchased an aggregate of 30,000 of the Company's Series B Preference Shares at $100 per share directly from the Company in a private placement. In addition, they agreed to purchase up to an additional aggregate of 70,000 of the Company's Series B Preference Shares at $100 per share directly from the Company in one or more private placements, but the number of additional shares that they will be required to purchase from the Company will be reduced, share for share, by the number of Series A Preference Shares purchased by subscription rights holders in this rights offering. The aggregate purchase of Series A Preference Shares offered in this rights offering, when aggregated with the purchase of Series B Preference Shares by the Company's significant shareholders, will be at least $10.0 million. If all of the rights offered are exercised, the aggregate subscription price in the rights offering would be $18,895,000, after taking into account that the Company's significant shareholders each have agreed not to exercise the subscription rights issued with respect to ordinary shares beneficially owned by them. The Company's Class A ordinary shares are quoted on the Nasdaq Global Select Market under the symbol "TBSI." The closing price of the Company's Class A ordinary shares on March 22, 2011, as reported by Nasdaq, was $2.09 per share. The Company has not listed, and do not expect to list for trading, the subscription rights or the Company's Class B ordinary shares, Series A Preference Shares or Series B Preference Shares. About TBS International plc Dublin, Ireland-based TBS International plc (NASDAQ: TBSI) -- http://www.tbsship.com/-- provides worldwide shipping solutions to a diverse client base of industrial shippers through its Five Star Service: ocean transportation, projects, operations, port services and strategic planning. The TBS shipping network operates liner, parcel and dry bulk services, supported by a fleet of multipurpose tweendeckers and handysize/handymax bulk carriers, including specialized heavy-lift vessels and newbuild tonnage. TBS has developed its franchise around key trade routes between Latin America and China, Japan and South Korea, as well as select ports in North America, Africa, the Caribbean and the Middle East. The Company reported a net loss of $247.76 million on $411.83 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $67.04 million on $302.51 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $686.32 million in total assets, $389.45 million in total liabilities and $296.87 million in total stockholders' equity. PricewaterhouseCoopers LLP expressed substantial doubt about the Company's ability to continue as a going concern. PwC believes that the Company will not be in compliance with the financial covenants under its credit facilities during 2011, which under the agreements would make the debt callable. According to PwC, this has created uncertainty regarding the Company's ability to fulfill its financial commitments as they become due. As reported in the TCR on Feb. 8, 2011, TBS International on Jan. 31, 2011, announced that it had entered into amendments to its credit facilities with all of its lenders, including AIG Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit Suisse and syndicates led by Bank of America, N.A., The Royal Bank of Scotland plc and DVB Group Merchant Bank (the "Credit Facilities"). The amendments restructure the Company's debt obligations by revising the principal repayment schedules under the Credit Facilities, waiving any existing defaults, revising the financial covenants, including covenants related to the Company's consolidated leverage ratio, consolidated interest coverage ratio and minimum cash balance, and modifying other terms of the Credit Facilities. The Company currently expects to be in compliance with all financial covenants and other terms of the amended Credit Facilities through maturity. As a condition to the restructuring of the Company's credit facilities, three significant shareholders who also are key members of TBS' management agreed on Jan. 25, 2011, to provide up to US$10 million of new equity in the form of Series B Preference Shares and deposited funds in an escrow account to facilitate satisfaction of this obligation. In partial satisfaction of this obligation, on Jan. 28, 2011, these significant shareholders purchased an aggregate of 30,000 of the Company's Series B Preference Shares at US$100 per share directly from TBS in a private placement. TOWER OAK: Taps Bregman Berbert as Special Counsel -------------------------------------------------- Tower Oaks Boulevard LLC asks the U.S. Bankruptcy Court for the District of Maryland for permission to employ Bregman, Berbert, Schwartz & Gilday, LLC, as its as special counsel. The firm will represent the Debtor's in landlord-tenant actions and advise it with regard to its landlord-tenant relationships in view of its experience in matters of this character. The firm charges between $175 and $475 for services rendered. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and operates the commercial property identified as 2701 Tower Oaks Boulevard. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011. Steven H. Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC, 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. Affiliate Sun Control Systems, Inc., filed a separate Chapter 11 petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991). TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'BB+' ------------------------------------------------------------- Fitch Ratings has upgraded the ratings of TRW Automotive Holdings Corp. and its TRW Automotive Inc. subsidiary: TRW -- Issuer Default Rating to 'BB+' from 'BB'. TRW Automotive -- IDR to 'BB+' from 'BB'; -- Secured credit facility rating to 'BBB-' from 'BB+'; -- Senior unsecured rating to 'BB+' from 'BB-'. TRW's ratings apply to a $1.3 billion secured revolving credit facility and $1.7 billion of unsecured notes. The Rating Outlook for both TRW and TRW Automotive has been revised to Positive from Stable. The upgrade in TRW's ratings is due to the continued strengthening of the company's credit profile that has taken place over the past nine months since Fitch's last review. Although light vehicle sales in TRW's key North American and Western European markets remained well below pre-recession levels in 2010, the company was able to increase both its revenue and its margins substantially, which, combined with a reduction in capital spending, led to a near tripling in free cash flow from the 2009 level. In addition, TRW has targeted its improved free cash flow toward strengthening its balance sheet by reducing debt, increasing liquidity and improving the funded status of its pension plans. Looking ahead, Fitch expects free cash flow to remain strong over the intermediate term, which will provide the company with additional opportunities for further balance sheet strengthening. In 2010, TRW's revenue grew 24% to $14.4 billion, a much higher rate than the 13% increase in global light vehicle unit sales. The outsized growth in revenue was largely the result of new technology offerings and product wins on key global platforms, particularly in the company's Chassis Systems and Occupant Safety Systems segments. At the same time, cost efficiencies from the company's continuing restructuring actions contributed to growth in TRW's full-year EBITDA margin, as calculated by Fitch, to a very strong 11.9%, up 400 basis points from 7.9% in 2009. The combination of increased revenue and stronger margins, together with a relatively low $294 million in capital spending, drove free cash flow for the year to $758 million, up from $254 million recorded in 2009. This strong free cash flow, which included the effect of $170 of discretionary pension contributions in the fourth quarter, allowed TRW to reduce its total debt (including short-term debt) by $525 million while growing its cash and cash equivalents balance by $290 million to a very robust $1.08 billion. The reduction in debt included the full repayment of the company's $400 million in secured term loan debt, leaving no significant secured debt in the company's debt structure, although its undrawn revolving credit facility remains secured. The increased liquidity, reduced debt and strengthened free cash flow have resulted in a meaningful improvement in the TRW's credit protection metrics. As a result of the reduced debt load and increased EBITDA (as calculated by Fitch), which grew to $1.71 billion in 2010 from $913 million in 2009, leverage (debt/EBITDA) declined to 1.1 times at year-end 2010 from 2.6x at year-end 2009. At the same time, EBITDA/gross interest expense grew to 10.5x from 4.8x. Total liquidity at year-end 2010 stood at $2.3 billion, including the aforementioned $1.08 billion in cash and cash equivalents and $1.22 billion of availability on the company's secured revolving credit facility. Current debt maturities, including short-term debt, were only $43 million at year-end 2010. The funded status of TRW's global defined benefit pension plans stood at 97% at year-end 2010, including a funded status of 80% for its U.S. plans, following the $170 million in discretionary cash contributions made to the global plans in the fourth quarter of last year. This funded status, both for the global plans and the U.S. plans, is well above that of many auto suppliers whose plans ended 2010 with a funded status below 70%. Looking ahead, Fitch expects TRW's revenue to grow in 2011 but at a more moderate pace as the global auto market stabilizes. Nonetheless, the company's margins are expected to remain generally in-line with the strong levels seen in 2010, although they could be down slightly from last year due to increased research and development expenses and higher raw materials costs. Capital spending is expected to rise significantly in 2011, with the company estimating that 2011 capital expenditures will fall in a range of $520 million to $560 million as the company invests in new products and ramps up growth on its global footprint expansion. Despite the increased capital spending, Fitch forecasts that free cash flow will again be very strong in 2011, potentially above $700 million for the second year in a row, which will provide further opportunities for debt reduction and discretionary pension contributions. Maturing debt obligations are light over the next several years, however, and with the secured term loan already repaid in full, opportunities for debt reduction this year will most likely be through open-market or private repurchases of the company's outstanding notes, which could limit the magnitude of debt reduction in the near term. Over the longer term, Fitch expects leverage to continue modestly declining for the next several years to below the 1x level. The greatest risk facing TRW's credit profile in the near term is the potential for another slowing of the global economy. However, the risk is mitigated somewhat by the company's globally diverse customer base and significant presence in key technology areas, especially safety-related components. It is notable that TRW produced over $250 million of free cash flow annually in both 2008 and 2009, and the company is better positioned to withstand another demand shock in the intermediate term with its lower cost structure and stronger balance sheet. The lack of meaningful debt maturities through 2012 also helps to mitigate near-term risk, although Fitch notes that $411 million of the company's undrawn secured revolving credit facility will come due in May 2012. Fitch also notes that TRW Automotive's credit agreement and notes indentures contain change of control covenants that could provide protection to investors in the case of a leveraged buyout, although the language carves out The Blackstone Group and its affiliates from these provisions. The Positive Outlook on TRW's ratings reflects Fitch's expectation that the improving trends seen in the company's credit profile will continue, leading to the potential for another upgrade in the ratings within the next 18 months. The single-notch differential between TRW Automotive's secured credit facility rating and the IDR reflects the strong collateral coverage backing the secured revolving credit facility, which includes substantially all of the tangible and intangible assets of TRW Automotive and virtually all of its domestic subsidiaries. The two-notch upgrade of TRW Automotive's senior unsecured debt reflects the repayment of the company's secured term loan, which has reduced the amount of secured debt in the company's capital structure, improving the relative position of the unsecured debt in the capital structure. TRW's ratings could be upgraded within the next 18 months if current market trends continue and the company does not deviate from using its free cash flow to reduce debt and fund its pension obligations. On the other hand, a meaningful slowing of the global auto market that leads to margin pressure and reduced free cash flow could result in Fitch revising the Rating Outlook back to Stable. Also, a change in management's philosophy regarding the deployment of cash toward improving the company's credit profile could result in a revision of the Outlook back to Stable. UNIVERSITY VILLAGE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: University Village at Melbourne, LLLP 3502 DaVinci Way Melbourne, FL 32901 Bankruptcy Case No.: 11-04027 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Robert A. Stok, Esq. STOK & ASSOCIATES PA 2875 Northeast 191st Street, Suite 304 Aventura, FL 33180 Tel: (305) 935-4440 Fax: (305) 935-4470 E-mail: support@stoklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Amvar Adaredry, managing partner. USEC INC: Inks 10-Year Contract With Tenex for the Supply of LEU ---------------------------------------------------------------- USEC Inc., through its subsidiary United States Enrichment Corporation, entered into an agreement with Joint Stock Company Techsnabexport for the supply by Tenex of commercial Russian low enriched uranium to USEC over a 10-year period commencing in 2013. Tenex is a wholly owned subsidiary of the Russian State Atomic Energy Corporation, and a global supplier of LEU, separative work units and uranium conversion. Tenex is also the agent of Rosatom under the commercial agreement to implement the 1993 Megatons to Megawatts program, a government-to government non-proliferation agreement between the United States and the Russian Federation under which USEC purchases LEU derived from dismantled Soviet nuclear weapons. The 20-year Russian Contract implementing the Megatons to Megawatts program is scheduled to expire at the end of 2013. The new Supply Contract will provide USEC with continued access to Russian LEU, which currently constitutes about one half of USEC's supply source. Unlike the Megatons to Megawatts program, the quantities supplied under the Supply Contract will come from Russia's commercial enrichment activities rather than from downblending of excess Russian weapons material. Under the terms of the Supply Contract, USEC will have the obligation to purchase, and Tenex will have the obligation to sell, the firm commitment quantities of SWU. The SWU will be delivered as the SWU component of LEU delivered to USEC under the Supply Contract. In placing its orders for delivery of LEU during a year, USEC will have the option to increase or decrease the amount of the firm commitment SWU to be purchased for such year by up to a total of plus or minus 5%. For years 2015 through 2019, in addition to its option to decrease the amount of any firm commitment SWU to be purchased during such year by up to 5%, USEC will have the option to defer up to an additional 5% of the amount of the firm commitment SWU to be purchased in such year and instead purchase the deferred amount in years 2020 through 2022. TENEX and USEC also may mutually agree to increase the purchases and sales of SWU by up to the additional optional quantities of SWU. The pricing for the SWU purchased under the Supply Contract will be determined using a formula that combines a mix of market- related price points and other factors. There is a floor on the SWU price for years 2013 through 2016 that escalates over time and there are possible adjustments in the pricing formula beginning in 2019 pursuant to an agreed formula to account for market developments. Under the Supply Contract, USEC purchases the SWU component of LEU and does not purchase natural uranium. USEC will supply natural uranium equal to the uranium feed component of the LEU delivered to USEC under the Supply Contract. U.S. imports of LEU and other uranium products produced in the Russian Federation are subject to quotas imposed under legislation enacted into law in September 2008 and under the 1992 Russian Suspension Agreement, as amended. The September 2008 legislation and the 1992 Russian Suspension Agreement impose annual quotas on imports of Russian LEU through 2020 and from 2014 through 2020 these quotas are set at an amount equal to approximately 20% of projected annual U.S. consumption of LEU. Under the Supply Contract, USEC has the right to use a portion of the import quotas to support USEC sales in the United States of SWU purchased under the Supply Contract beginning in 2014. Prior to the expiration of the quotas at the end of 2020, USEC will not be able to import for consumption in the United States LEU delivered to USEC under the Supply Contract in excess of the portion of the quotas available to USEC or that is not subject to the quotas. This remaining LEU will be supplied for consumption by utilities outside the United States, which under the terms of the September 2008 legislation and the 1992 Russian Suspension Agreement, could include importation into the United States for processing and re-export subject to meeting certain limitations on the quantity imported for processing and the time it remains in the United States for processing. The Supply Contract is subject to the approval of Rosatom and the purchase, sales and delivery obligations of the parties are subject to conclusion by the U.S. and Russian governments of certain implementing agreements under the U.S.-Russian Agreement for Cooperation in Nuclear Energy, which, among other things, provide the framework under which natural uranium supplied by USEC to TENEX can be returned from the United States to Russia. Subject to the effectiveness of the Supply Contract, Tenex and USEC have agreed to conduct a feasibility study to explore the possible deployment of an enrichment plant in the United States employing Russian Centrifuge technology. As part of the feasibility study, Rosatom, Tenex and USEC will review international agreements, government approvals, licensing, financing, market demand, and commercial arrangements. Any decision to proceed with such a project would depend on the results of the feasibility study and would be subject to further agreement between the parties and their respective governments, the timing and prospects of which are significantly uncertain. In any event, such a project would not be deployed until after completion of the American Centrifuge project. About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. The Company's balance sheet at Dec. 31, 2010 showed $3.84 billion in total assets, $2.53 billion in total liabilities, and $1.31 billion in stockholders' equity. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's, and 'CCC+' long term foreign issuer credit rating and 'CCC-' long term local issuer credit rating, with outlook "developing", from Standard & Poor's. In May 2010, S&P said that its rating and outlook on USEC Inc. are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co., have signed a definitive investment agreement for $200 million with USEC. VANTAGE ONCOLOGY: S&P Assigns 'B' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Rating Services said that it assigned its 'B' corporate credit rating to Vantage Oncology Holdings. The rating outlook is stable. At the same time, S&P assigned a 'B' issue rating and a '3' recovery rating to Physician Oncology Services L.P.'s (a subsidiary of parent and guarantor Vantage Oncology Holdings LLC) $270 million senior secured facility, consisting of a $25 million revolving credit facility due 2016, a $220 million term loan B due 2017, and a $25 million delayed draw facility due 2017. The company used the proceeds from the term loan to pay for Vantage equity, refinance existing Vantage Oncology and Physician Oncology Services debt, for a small tuck-in acquisition, and for transaction fees and expenses. The delayed draw facility must be used for permitted acquisitions within six months of the closing date. "The low speculative-grade rating on Manhattan Beach, Calif.-based Vantage Oncology reflects the company's highly leveraged financial risk profile, as the leveraged buyout by Oak Hill Capital Partners adds a heavy debt burden," said Standard & Poor's credit analyst Rivka Gertzulin. The rating also reflects the company's narrow operating focus in radiation oncology, exposing it to technology and reimbursement risk, especially given its relatively modest revenue base. S&P characterizes the business risk as weak. The highly leverage financial risk profile reflects adjusted leverage of around 7x. S&P's debt calculation includes treatment of the company's pay-in-kind preferred stock as 100% debt, consistent with S&P's published criteria (without this adjustment, leverage is around 4x). Thus, while adjusted debt leverage will be substantial, S&P expects liquidity to be adequate. While it remains possible that the company will reduce its financial leverage with its moderate free cash flow, S&P believes the accretion of its preferred stock could offset any debt reduction or EBITDA growth. Moreover, S&P expects the company to use its free cash flow to finance acquisitions or de novo growth. After the acquisition by Physician Oncology, Oakhill Capital Partners, including management of Physician Oncology, will own 62% of Vantage Oncology Holdings. The remaining ownership will be held by existing Vantage shareholders and management. Vantage Oncology facilities are set up as a joint venture between the company and physicians, creating incentives for physicians. The company retains majority ownership and control in all the facilities. The physicians at Vantage Oncology are minority equity partners compared with OnCure Medical Corp., where the physicians participate in the profits but are not equity partners. This is also in contrast to the physician employee model of Radiation Therapy. S&P believes the physician-equity joint venture model better aligns the interests of the physicians and reduces turnover. VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt ---------------------------------------------------------- Viscount Systems, Inc., filed on March 21, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, expressed substantial doubt about Viscounts Systems's ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit of C$2,885,723 and has reported a loss of C$1,340,053 for the year ended Dec. 31, 2010. The Company reported a net loss of C$1.3 million on C$3.9 million of sales for 2010, compared with net income of C$266,523 on C$4.9 million of sales for 2009. The Company's balance sheet at Dec. 31, 2010, showed C2.0 million in total assets, C$1.9 million in total liabilities, and stockholders' equity of C$140,558. A complete text of the Form 10-K is available for free at: http://is.gd/4FX6BE Burnaby, British Columbia-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. VUZIX CORP: Appoints Two New Members to Board of Directors ---------------------------------------------------------- Vuzix Corporation announced that Jose A. Cecin and Richard F. Conway have been appointed to the Company's Board of Directors bringing the total number of Board members to eight. The confirmation of Mr. Cecin and Mr. Conway as Board members satisfies the obligation of the Company, under its loan agreement with LC Capital Master Fund Ltd. (LC) to add two Board seats to represent the interests of LC. Mr. Conway is a Founder and Managing Member of Lampe, Conway & Co. LLC, an investment management firm. Mr. Conway is presently a Director of two private companies: Autocam Corporation and Preferred Systems Solutions, Inc. He previously served as a Director of two public companies: Inland Resources, Inc. and Hawaiian Airlines, Inc. Mr. Conway received a BA degree from Harvard College and an MBA degree from Yale University. Mr. Cecin was recently the Executive Vice President and Chief Operating Officer of RCN Corporation. Previously, he was a Managing Director of BB&T Capital Markets where he was the Group Head of the firm's Communications Investment Banking practice. He has served as a director of several publicly traded companies including RCN, Arbinet Corporation, SkyTerra Communications and NEON Group, Inc. Mr. Cecin earned a BS degree in Electrical Engineering from the United States Military Academy at West Point and an MBA from Stanford University. The appointment of Messrs. Cecin and Conway is subject to regulatory approval, including the approval of the TSX Venture Exchange. About Vuzix Corp. Rochester, New York-based Vuzix Corporation (TSX-V: VZX) OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the defense, consumer and media & entertainment markets. EFP Rotenberg, LLP, in Rochester, New York, 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 substantial losses from operations in recent years. "In addition, the Company is dependent on its various debt and compensation agreements to fund its working capital needs. And while there are no financial covenants with which the Company must comply with, these debts are past due in some cases." The Company has an accumulated deficit of $22.1 million as of Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2010, showed $5.4 million in total assets, $9.6 million in total liabilities, and a stockholders' deficit of $4.2 million. WASTE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating and stable outlook to Waste Industries USA Inc. S&P also assigned a 'B+' issue-level rating and '3' recovery rating to the $750 million credit facility issued by Waste Industries USA Inc. The '3' recovery rating indicates the expectation of meaningful recovery (50%-70%) in the event of a payment default. The credit facility consists of a $325 million revolving credit facility and a $425 million term loan B. The amount of the revolving credit facility was originally $225 million while the original amount of the term loan B was $475 million. "The ratings on Waste Industries reflect the company's modest scale of operations, its geographic concentration in the Southeastern U.S., its leveraged capital structure, and an acquisition-oriented growth strategy," said Standard & Poor's credit analyst James Siahaan. "These characteristics are partially offset by the company's participation in a recession- resistant industry, its fair degree of vertical integration, its operating efficiency, and its solid and consistent profitability." WESTCLIFF MEDICAL: Wants Until June 13 to Propose Chapter 11 Plan ----------------------------------------------------------------- Wescliff Medical Laboratories, Inc. and BioLabs, Inc., ask the U.S. Bankruptcy Court for the Central District of California to extend their exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until June 13, 2011, and Aug. 12, respectively. The Debtors filed their request for an extension before the exclusive periods was set to expire on March 15. Santa Ana, California-based Westcliff Medical was, prior to the sale of substantially all of its assets, which closed on June 16, 2010, the operator of approximately 170 branded, stand-alone, patient service center laboratories and STAT labs. Westcliff filed a Chapter 11 petition on May 19, 2010, in Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743). Ron Bender, Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, in Los Angeles, Calif., assist the Debtor in its restructuring effort. In its schedules, the Debtor listed $61,210,303 in assets and $66,244,135 in liabilities. Parent BioLabs Inc. also filed for Chapter 11. The parent has no assets aside from owning Westcliff. WINSWAY COKING: S&P Assigns 'BB-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to Winsway Coking Coal Holdings Ltd. The outlook is stable. At the same time, Standard & Poor's assigned its 'BB-' issue rating to the company's proposed issue of senior unsecured notes due 2016. The rating on the notes is subject to Standard & Poor's review of the final documentation for the notes issuance. "The rating on Winsway reflects the company's limited operating history, its short track record of consistent financial management, and its aggressive growth appetite. Other weaknesses include the company's exposure to fluctuations in coal prices, material supply risks, and transportation bottlenecks," said Standard & Poor's credit analyst Joe Poon. "These weaknesses are counterbalanced by the good growth potential for imported coking coal in China, Winsway's good competitive position due to its first-mover advantages, its growing distribution capability, and limited inventory risks." Winsway's short history as a publicly listed company creates rating uncertainty. It listed on the Hong Kong stock exchange on Oct. 11, 2010, and began its coking coal operations in only 2006. The company's aggressive growth appetite is shown in the increase in its handling capability of both onshore and seaborne coking coal. S&P believes Winsway's upstream investments in coal mines will increase its exposure to mine operating and coal price risks. This could dilute the company's business model, which emphasizes asset-light trading operations with limited inventory and low sensitivity to volatility in coal prices. S&P believes Winsway will continue to benefit from being an early- mover in the importation of coking coal from Mongolia into China. The company had a market share of about 45% in 2010 and 55% in 2009. In S&P's view, Mongolian coking coal producers will have a cost advantage in China for as long as prices remain relatively robust, at US$150-US$200 per ton. Winsway is increasing its footprint at seven border crossings and two coastal facilities. It is also expanding its facilities in order to improve its handling capacity and ease cross-border transportation bottlenecks. Winsway is exposed to supply risks in Mongolia, where the operating environment and supporting infrastructure are weak. In S&P's view, transportation bottlenecks are somewhat mitigated by management's experience with cross-border trade with Mongolia, and its sourcing of seaborne coking coal as an alternative source of supply. The company is developing its capability to import coal from Russia to diversify the concentration of supply from Mongolia. In addition, Winsway has good access to transportation services for cross-border trade and allotted freight space on a key domestic railway line in China. The company's profitability is good, despite volatile coal prices, and is a supporting rating factor. Winsway's profitability depends on coal prices remaining high, which makes the supply of Mongolian coal over long distances to steel mills along China's Eastern coasts very profitable. Winsway will primarily use the bond proceeds to increase its transportation capacity and upstream investments in coal assets. It will also use the proceeds for working capital and general corporate purposes. S&P expects the company's operating cash flows and proceeds from its proposed senior notes issue to be sufficient to meet its capital expenditure and an increase in working capital. In S&P's base-case scenario, S&P has not considered any major acquisitions or investments. As of Dec. 31, 2010, Winsway had undrawn banking facility of about US$800 million, of which US$490 million was from offshore banks. Its existing bank loans do not have any financial covenants. "The stable outlook reflects S&P's expectation that Winsway will maintain adequate liquidity and financial performances while it pursues its aggressive business plan. Nevertheless, S&P believes the company's financial risk profile will remain aggressive, given that it will largely use the proposed notes issuance to fund its high capital spending," said Mr. Poon. S&P expects Winsway's ratio of adjusted debt to EBITDA to increase to more than 3x following the proposed notes issuance from less than 1x at the end of 2010. S&P could lower the rating if: (1) Winsway's adjusted ratio of funds from operation to total debt consistently stays at less than 20% or the ratio of adjusted total debt to EBITDA at more than 4x; or (2) capital expenditure increases substantially beyond Winsway's current plan or it embarks on major debt-funded acquisitions. This could happen if capital project costs increase materially more than S&P expected or the company increases its investments in upstream projects, i.e. coal mines. There is a low likelihood that S&P will upgrade Winsway over the next 12 months unless the company maintains profitability and shows consistent financial management and investment discipline. S&P could consider raising the rating if the company establishes such a record while pursuing its aggressive business plan and maintains an adjusted debt to EBITDA ratio of 3x. YEHUD-MONOSSON USA: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Yehud-Monosson USA, Inc. 257 West 39th Street New York, NY 10018 Bankruptcy Case No.: 11-11278 Chapter 11 Petition Date: March 23, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtor's Counsel: Rebekah M. Nett, Esq. WESTVIEW LAW CENTER, PLC. 1303 South Frontage Road, Suite 1 St. Paul, MN 55102 Tel: (651) 437-3100 Fax: (651) 846-6414 E-mail: rnett@westviewlaw.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/nysb11-11278.pdf The petition was signed by Naomi Isaacson, president. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- U.S. Acquisitions & Oil, Inc. 10-14121 12/22/10 Dr. R.C. Samantha Roy Institute of Science and Technology, Inc. 11-10504 02/21/11 Midwest Properties of Shawano, LLC 11-10407 02/08/11 YESTERDAY'S VILLAGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Yesterday's Village, Inc. 115 W. Yakima Ave. Yakima, WA 98902 Bankruptcy Case No.: 11-01378 Chapter 11 Petition Date: March 22, 2011 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Debtor's Counsel: Metiner G. Kimel, Esq. KIMEL LAW OFFICES 1115 W. Lincoln Avenue, Suite 105 Yakima, WA 98902 Tel: (509) 452-1115 Fax: (509) 452-1116 E-mail: mkimel@mkimellaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/waeb11-01378.pdf The petition was signed by Del Matthews, president. ZEUS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Zeus Investments, L.L.C. 1801 W. Pinhook Road Lafayette, LA 70508 Bankruptcy Case No.: 11-50406 Chapter 11 Petition Date: March 24, 2011 Court: U.S. Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Robert Summerhays Debtor's Counsel: William H. Patrick, III, Esq. HELLER, DRAPER, HAYDEN, PATRICK & HORN, L.L.C. 650 Poydras Street, #2500 New Orleans, LA 70130 Tel: (504) 568-1888 Fax: (504) 522-0949 E-mail: wpatrick@hellerdraper.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Audrey Le, manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Intercontinental Hotels Group -- $44,322 P.O. Box 101074 Atlanta, GA 30392 Lafayette Utilities System -- $42,363 705 W. University Avenue P.O. Box 4024 Lafayette, LA 70502 Event Rental -- $26,794 310 Bertrand Street Lafayette, LA 70506 Grass Roots, Inc. -- $25,468 Onity, Inc. -- $20,660 Cox Communications -- $19,208 U.S. Foodservice, Inc. -- $17,520 Lamar -- $14,400 William M. Graves, CPA -- $11,025 Alamo Glass Company -- $10,341 Safe Step, Inc. -- $8,890 Alsco -- $7,721 Ernest P. Breaux Electric -- $6,330 KMEI Kurt Melon Enterprises, Inc. -- $6,242 Global Equipment Company -- $5,997 Worknet -- $5,820 System Services -- $5,766 A&A Locksmith -- $5,430 J&J Exterminating -- $4,590 Adcock Construction -- unknown * Illinois Bank Becomes the 26th to Fail This Year -------------------------------------------------- Regulators shut down a small bank in Illinois on Friday, raising to 26 the number of bank failures this year, following 157 closures in 2010. The Federal Deposit Insurance Corporation, which was named receiver, seized Bank of Commerce, with one office in Wood Dale, Illinois, with $163.1 million in assets and $161.4 million in deposits. The Advantage National Bank Group, based in Elk Grove Village, Illinois, agreed to assume the assets and deposits of the failed bank. Advantage agreed to pay a premium of 0.10% to assume all of the deposits of the failed bank. 2011 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ----------- ----------------- ------------ Bank of Commerce $163.1 Advantage National $41.9 Legacy Bank $190.4 Seaway Bank and Trust $43.5 First Nat'l Bank of Davis $90.2 The Pauls Valley National $26.5 Valley Community Bank $123.8 First State Bank $22.8 Citizens Bank $214.3 Heritage Bank $59.4 San Luis Trust $332.6 First California $96.1 Habersham Bank $387.6 SCBT National $90.3 Charter Oak Bank $120.8 Bank of Marin $21.8 Sunshine State $125.5 Premier American $30.0 Badger State Bank $83.8 Royal Bank $17.5 Canyon National $210.9 Pacific Premier Bank $10.0 Peoples State Bank $390.5 First Michigan Bank $87.4 American Trust Bank $238.2 Renasant Bank $71.5 Community First $51.1 Northbrook Bank $11.7 North Georgia Bank $153.2 BankSouth $35.2 First Community Bank $2,310.0 U.S. Bank, N.A. $260.0 FirsTier Bank $781.5 No Acquirer $242.6 Evergreen State $246.5 McFarland State $22.8 The First State Bank $43.5 Bank 7 $20.1 The Bank of Asheville $195.1 First Bank $56.2 CommunitySouth Bank $440.6 Certus Bank $46.3 Enterprise Banking $100.9 [No Acquirer] $39.6 United Western Bank $2,050.0 First-Citizens Bank $312.8 Oglethorpe Bank $230.6 Bank of the Ozarks $80.4 Legacy Bank, Arizona $150.6 Enterprise Bank & Trust $27.9 First Commercial Bank $598.5 First Southern Bank $78.0 In 2010, there were 157 failed banks, compared with 140 in 2009 and just 25 for 2008. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 884 Banks in Problem List The FDIC said for all of 2010, mergers absorbed 197 institutions, while 157 insured commercial banks and savings institutions failed. This is the largest annual number of bank failures since 1992, when 181 institutions failed. The number of institutions on the FDIC's "Problem List" increased from 860 in the third quarter to 884 in the fourth quarter. There were 775 banks on the list at the end of the first quarter and 829 at June 30. Total assets of "problem" institutions increased from $379 billion at Sept. 30, 2010, to $390 billion at the end of the fourth quarter. The assets though are below the $403 billion reported at year-end 2009. FDIC Chairman Sheila C. Bair notes the rate of increase in the number of "problem" banks has declined in each of the past four quarters. Thirty insured institutions failed during the fourth quarter, bringing the total number of failures for the full year to 157. "As we have repeatedly stated, we believe that the number of failures peaked in 2010, and we expect both the number and total assets of this year's failures to be lower than last year's," added Bair. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2010 884 $390,017 157 $92,085 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 Federal regulators assign a composite rating to each financial institution, based upon an evaluation of financial and operational criteria. The rating is based on a scale of 1 to 5 in ascending order of supervisory concern. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. Depending upon the degree of risk and supervisory concern, they are rated either a "4" or "5." The number and assets of "problem" institutions are based on FDIC composite ratings. Prior to March 31, 2008, for institutions whose primary federal regulator was the OTS, the OTS composite rating was used. * S&P's Global Corporate Default Tally Remains at Three ------------------------------------------------------- The 2011 global corporate default tally remains at three issuers, marking the fifth consecutive week without a global corporate default, said an article published March 25 by Standard & Poor's Global Fixed Income Research, titled "Global Corporate Default Update (March 18 - 24, 2011) (Premium)." This is the longest gap between defaults since June 2007, when no companies defaulted in a six-week period. Two of this year's defaults were based in the U.S., and one was based in the Czech Republic. By comparison, 22 global corporate issuers had defaulted by this time last year (16 U.S.-based issuers, one European issuer, two issuers based in the emerging markets, and three issuers based in the other developed region consisting of Australia, Canada, Japan, and New Zealand). 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. * U.S. Distress Ratio Rises Amid Global Uncertainty --------------------------------------------------- The U.S. economy began 2011 on strong footing, but recent events in the Middle East and Japan are providing fodder for some pessimism in the financial markets, according to an article titled "U.S. Distressed Debt Monitor (Premium)." "This has not yet resulted in an increase in default activity, however, as the U.S. speculative-grade corporate default rate came in at 2.75% at the end of February," noted Diane Vazza, head of Standard & Poor's Global Fixed Income Research. The U.S. speculative-grade corporate bond spread, although still at historically lower levels, was 507 basis points (bps) on March 15, up from 464 bps a month earlier. With the increase in the corporate bond spread, the distress ratio also rose, coming in at 5.24% on March 15, versus 3.97% a month earlier. Standard & Poor's distress ratio is defined as the number of distressed securities divided by the total number of speculative- grade-rated issues. Distressed credits are speculative-grade- rated issues that have option-adjusted spreads of more than 1,000 bps relative to Treasuries. Both the corporate and leveraged loan distress ratios fell in February. The S&P/LSTA Leveraged Loan Index distress ratio declined to 4.4% at the end of February from 5% in the previous month. A total of 58 companies currently have issues trading with spreads of 1,000 bps and higher--predictably higher than the 49 in February. Along with this, the count of affected issues increased to 79 as of March 15 from 59 in February. With an increase in the distress ratio, the amount of affected debt has also increased, rising to $32.9 billion as of March 15 from $18.2 billion in February. Based on debt volume, the media and entertainment, retail/restaurants, and oil and gas sectors accounted for 57.6% of the total debt outstanding. Oil and gas alone accounted for more than 25.5%. * Florida Homestead: Credit Default Swaps Could Impact Homeowners ----------------------------------------------------------------- Credit default swaps are similar to insurance contracts in that they promise to cover losses on certain securities in the event of default. While CDSs are supposed to give homeowners a feeling of protection in return for their premiums, they often do not. This can ultimately affect a homeowner's ability to obtain a Florida loan modification. Insurance companies and banks are regulated and credit swap markets are not. Due to this difference in markets, CDSs can be traded through several investors without the guarantee that anyone is monitoring the swaps to ensure the buyer can cover the risk of loss if the security defaults. Commercial banks are among the key players in the CDS market. These banks also serve in the capacity as mortgage loan servicers of residential loans, which are charged with the responsibility of collecting, monitoring and reporting loan payments, handling property tax, seeking insurance escrows and late payments, foreclosing on defaulted loans and remitting payments. "Seldom reported, loan servicers have and will continue to strategically employ CDSs to protect against defaults, usually to the detriment of borrowers seeking loan modifications," Scott Podvin, Lead Attorney for Florida Homestead Law Group said. "As a result, these loan servicers may fail to hear the pleas of homeowners who desperately request loan modifications, even when loss mitigation strategies are economically viable." All of this makes it challenging for the banks to value the contracts and the securities on their books. If the CDS market turns for the worse, lenders will become even more cautious about giving loans, and this would largely affect homeowners. To learn more about the impact CDSs have on loan modifications, visit Florida Homestead Law Group at. Florida foreclosure defense attorneys can help explore options available in this situation. About Florida Homestead Law Group Based in South Florida, The Florida Homestead Law Group -- http://www.homesteadlegal.com/-- strives to provide client focused interdisciplinary services, resulting in a hands-on legal representation experience for all clients. The attorneys and staff are advocates of financial responsibility and consumer rights. * More Hedge Funds to Invest in Troubled Companies, Poll Says ------------------------------------------------------------- Caroline Humer, writing for Reuters, reports that the Reuters HedgeWorld & Dykema 2011 Insolvency Outlook Survey shows that about 72% of fund managers who participated in the poll said they are investing in financially troubled companies this year, up from 65% in 2010. At the same time, 62% said their positions in those companies have increased in value, up from 59% last year. According to Ms. Humer, the survey results come as the assets managed by hedge funds industrywide are expected to hit $2.1 trillion this year, surpassing 2008's record $1.93 trillion, according to Deutsche Bank. In part, that has been driven by a flow of funds from private and public pension plans. "Risk and reward are related. The more risk there is, the greater the reward," said Richard Bendix, co-leader of the Bankruptcy & Restructuring practice of national law firm Dykema, according to the report. "Because they are seeing greater risk and have done well in the past, they are seeing greater opportunity in the future to take advantage of that risk and seek out higher-than- market returns on their investment." * San Diego County to Invest EUR60MM in Distressed Debt Fund ------------------------------------------------------------ DealFlow Media's The Distressed Debt Report reports that the San Diego County Employees Retirement Association has approved an investment of EUR60 million ($85.4 million) into Oaktree European Principal Fund III. * Pimco Has New Equity Fund to Invest in Distressed Debt -------------------------------------------------------- DealFlow Media's The Distressed Debt Report, citing Bloomberg, reports that the Pacific Investment Management Co. is rolling out another private equity fund aimed at investing in distressed assets. The Pimco Bravo Fund will buy debt including distressed commercial real estate mortgages from banks. The new vehicle will target community banks where there is currently an overhang of troubled real estate debt. Some small banks have been reluctant to sell off loans either because they don't wish to take a loss on the transactions, or they are worried that such sales would bring attention from federal regulators who would then insist on higher capital levels. A previous fund based on a similar strategy, Pimco Distressed Mortgage Fund II LP, has returned 60% after fees according to an unnamed source cited by Bloomberg, Distressed Debt Report says. * MKP Capital Rushed to Cash Out of Investments, Report Says ------------------------------------------------------------ According to DealFlow Media's The Distressed Debt Report, distressed debt fund manager MKP Capital rushed to cash out of investments two weeks ago, selling off about two-thirds of its portfolio of asset-backed securities. The Distressed Debt Report relates that, according to multiple brokers who moved the assets, the MKP Credit Fund sold into a distressed market for three days straight, accepting low bids on commercial mortgage-backed securities, residential mortgage-backed securities and collateralized loan obligations. The Distressed Debt Report relates that the New York-based fund, co-run by Pat McMahon and Tony Lembke, is known for being risk- averse. MKP follows trading strategies that enable it to liquidate to cash during market turmoil. During the 2008 financial crisis, the MKP Credit Offshore fund broke even, returning .22%, through early moves to cash. MKP Capital now has $4.5 billion in assets under management. The Distressed Debt Report says that, according to investors in the fund, MKP employs sales triggers to liquidate its portfolio if it loses a certain percentage or if market conditions become too uncertain. Those triggers went into full gear last week as the market was overcome by fears about the crises in Japan and the Middle East. One of those triggers was a 5-percentage-point drop in 2006 and 2007 CMBS. Bond brokers said that the largest seller of asset-backed securities last week was MKP Capital. "They were the market last week and were forcing prices down," said one structured credit broker. The Distressed Debt Report relates that as of February, the Credit Fund was up 3.81%. Some investors now expect the fund to report a loss for the year to date after its sales at distressed prices last week. So far, the fund has lost about 6% in March. "With the fund sitting on billions in cash now, it will be interesting to see how they redeploy capital, especially if they just sold assets that are similar to what they intend to invest in going forward," said one bond broker, who has traded with the fund, according to the Distressed Debt Report. Investors, according to the Distressed Debt Report, say that MKP has a one-year initial lock-up with 90-day redemption policy and 5% withdrawal fee. The fund has never gated investors' money. An MKP spokesman declined to comment, the report says. * San Diego County to Invest EUR60MM in Distressed Debt Fund ------------------------------------------------------------ DealFlow Media's The Distressed Debt Report reports that the San Diego County Employees Retirement Association has approved an investment of EUR60 million ($85.4 million) into Oaktree European Principal Fund III. * Pimco Has New Equity Fund to Invest in Distressed Debt -------------------------------------------------------- DealFlow Media's The Distressed Debt Report, citing Bloomberg, reports that the Pacific Investment Management Co. is rolling out another private equity fund aimed at investing in distressed assets. The Pimco Bravo Fund will buy debt including distressed commercial real estate mortgages from banks. The new vehicle will target community banks where there is currently an overhang of troubled real estate debt. Some small banks have been reluctant to sell off loans either because they don't wish to take a loss on the transactions, or they are worried that such sales would bring attention from federal regulators who would then insist on higher capital levels. A previous fund based on a similar strategy, Pimco Distressed Mortgage Fund II LP, has returned 60% after fees according to an unnamed source cited by Bloomberg, Distressed Debt Report says. * MKP Capital Rushed to Cash Out of Investments, Report Says ------------------------------------------------------------ According to DealFlow Media's The Distressed Debt Report, distressed debt fund manager MKP Capital rushed to cash out of investments two weeks ago, selling off about two-thirds of its portfolio of asset-backed securities. The Distressed Debt Report relates that, according to multiple brokers who moved the assets, the MKP Credit Fund sold into a distressed market for three days straight, accepting low bids on commercial mortgage-backed securities, residential mortgage-backed securities and collateralized loan obligations. The Distressed Debt Report relates that the New York-based fund, co-run by Pat McMahon and Tony Lembke, is known for being risk- averse. MKP follows trading strategies that enable it to liquidate to cash during market turmoil. During the 2008 financial crisis, the MKP Credit Offshore fund broke even, returning .22%, through early moves to cash. MKP Capital now has $4.5 billion in assets under management. The Distressed Debt Report says that, according to investors in the fund, MKP employs sales triggers to liquidate its portfolio if it loses a certain percentage or if market conditions become too uncertain. Those triggers went into full gear last week as the market was overcome by fears about the crises in Japan and the Middle East. One of those triggers was a 5-percentage-point drop in 2006 and 2007 CMBS. Bond brokers said that the largest seller of asset-backed securities last week was MKP Capital. "They were the market last week and were forcing prices down," said one structured credit broker. The Distressed Debt Report relates that as of February, the Credit Fund was up 3.81%. Some investors now expect the fund to report a loss for the year to date after its sales at distressed prices last week. So far, the fund has lost about 6% in March. "With the fund sitting on billions in cash now, it will be interesting to see how they redeploy capital, especially if they just sold assets that are similar to what they intend to invest in going forward," said one bond broker, who has traded with the fund, according to the Distressed Debt Report. Investors, according to the Distressed Debt Report, say that MKP has a one-year initial lock-up with 90-day redemption policy and 5% withdrawal fee. The fund has never gated investors' money. An MKP spokesman declined to comment, the report says. * AlixPartners Taps Morris as Head of Corp. Investigation Practice ------------------------------------------------------------------ AlixPartners LLP announced Friday that financial services industry veteran Robert A. Morris has joined the firm as a managing director and head of its Corporate Investigations Practice in Asia. Morris, who will be based in Hong Kong, has more than 30 years of experience specializing in forensic accounting, litigation support and distressed-debt turnaround, and has worked in Asia for most of his career. "We are pleased to add Rob Morris to our already-impressive financial-advisory services unit globally at AlixPartners," said Fred Crawford, CEO of the firm. "In addition to his blue-chip forensic accounting, investigations and litigation consulting experience, he also has significant experience in leading large financial-restructuring projects. This unique combination of skills makes him a valued asset for clients confronting complex issues at critical times." Mr. Morris's investigative experience covers a wide range of industries, including banking, pharmaceuticals and manufacturing. His experience includes investigations into white-collar crime, corruption (particularly issues related to the U.S. Foreign Corrupt Practices Act and similar legislation) and money laundering. Prior to joining AlixPartners, Morris's previous roles included an 18-year career with HSBC, where he was head of the giant bank's corporate workout department for China, Hong Kong and Macau. Later, Morris was a Hong Kong-based partner of Ernst & Young, where he was head of that firm's Asian forensic and litigation support practice. "The Asian region plays a vital role in our global economy and, as such, addressing the integrity of business transactions and financial reporting has become a significant issue for those with operations in the region," said Harvey Kelly, managing director of AlixPartners and co-head of the firm's global Corporate Investigations Practice. "With his deep experience in forensic accounting and investigations, and his years of experience living and working in Asia, Rob will provide our clients with the experience and skills they need to promptly address transactional and financial reporting integrity concerns that may arise in the region." Mr. Morris is a past chairman of the Hong Kong Lenders' Group of INSOL International (International Association of Restructuring, Insolvency & Bankruptcy Professionals), and was chairman of the working committee that, under sponsorship of the Hong Kong Association of Banks and the Hong Kong Monetary Authority, developed the "Hong Kong Approach to Corporate Difficulties," guidelines codifying the principles governing corporate debt restructurings and workouts. He is an associate with the Institute of Chartered Accountants in England and Wales, a fellow of the Hong Kong Society of Accountants and an associate with the Association of Certified Fraud Examiners, the global organization that governs professional fraud examiners. He has also authored many articles on fraud and related matters, and is a frequent speaker on these topics. He has a bachelor of science degree with honors in business economics and accountancy from University of Southampton in Southampton, England. About AlixPartners AlixPartners LLP -- http://www.alixpartners.com/EN/-- is a global business-advisory firm offering comprehensive services in four major areas: enterprise improvement, turnaround and restructuring, financial-advisory services and information-management services. The firm has more than 900 professionals and 15 offices around the world. * Berenson & Company Launches Debt Capital Markets Platform ----------------------------------------------------------- Berenson & Company, LLC announced the launch of a Debt Capital Markets (DCM) platform that draws on the firm's M&A advisory practice and expertise in the credit markets. Debt market specialists Christopher Johnson, Vice Chairman, and Jack Lucid, Managing Director, recent additions to Berenson's investment banking team, will run the firm's DCM platform. "Berenson & Company has a 20-year track record of successfully providing financing advisory and private placements of debt and equity to meet client needs. Moving into the public debt markets is a natural extension of our existing capabilities," said Jeffrey L. Berenson, president and CEO. "Chris and Jack have played important roles in hundreds of public financings and, combined with our long history in the credit markets, that expertise creates a best-in-class DCM platform. Our clients can now leverage off of our foundation in M&A and restructurings for their DCM strategies as well." "The breadth and depth of the advisory and execution capabilities of Berenson & Company are a tremendous draw, meshing with my previous success at bulge bracket banks in creating origination platforms and managing recapitalizations," said Mr. Johnson. "This is an exceptional opportunity to build a DCM practice that offers a unique perspective across the various private and public debt options and strategies. I'm looking forward to working with Jeffrey, Jack and my Berenson & Company colleagues to provide this new service for our clients." "Jeffrey has built an exceptional firm that I'm proud to join -- an organization in which access to a team of senior level financial experts with deep client relationships will provide an important differentiator in our DCM business," said Mr. Lucid. "Having originated, structured and priced billions of dollars in public credit transactions over the course of my 20-year career, my role at Berenson is very complementary to the firm's existing private debt activities." As part of its DCM capabilities, the firm was recently granted FINRA approval to execute public underwritings of debt and equity. The addition of Messrs. Johnson and Lucid follows Berenson & Company's appointment of Lisbeth Barron as Managing Director and Head of the firm's Media, Entertainment and Leisure Advisory Practice. Ms. Barron, a Wall Street veteran and leading advisor to numerous top corporations and CEOs, advises clients on the acquisition of strategic businesses, the sale of non-core assets, and raising debt and equity capital. With more than 26 years of investment banking experience, Mr. Johnson was Head of the Restructuring Advisory Group for the Americas at Deutsche Bank Securities prior to joining Berenson & Company. He also served as the Co-Head of Global Media, Head of Media Americas Coverage, Co-Head of Telecom Americas Coverage and COO for Deutsche Bank's Global TMT Operating Committee. Before joining Deutsche Bank in 2001, he was with Merrill Lynch for 15 years, most recently as Chairman and co-head of Global Leveraged Finance. Mr. Johnson has played key roles in more than 200 financings, recapitalizations and acquisitions, with an emphasis in the Media and Telecom sectors. Some of the notable transactions Mr. Johnson has led include advising on and financing Local TV's $1 billion purchase of TV broadcasting stations from The New York Times Company and News Corporation, advising on and financing the consortium that purchased Univision Communications for $13.7 billion, and executing GBP8 billion in financings for Virgin Media. He has an MBA from the Darden Graduate School of Business Administration, University of Virginia, and a B.S. from Washington and Lee University. He was a nuclear submarine officer on the USS Finback (SSN-670) before attending Darden. Prior to joining Berenson, Lucid was the CEO and Founding Partner of Akarui Capital Partners LLC, which was established to invest in the U.S. non-investment grade fixed income market. Before launching Akarui, Mr. Lucid served as Managing Director and Head of Loan Capital Markets at Jefferies Finance LLC, and was also a member of that firm's Leveraged Finance committee. Earlier, he was a Managing Director at Merrill Lynch & Co., Inc. in New York and London as both a leveraged finance and relationship banker. His 20 years of experience in the investment banking field includes positions focused on Media & Telecommunications and Global Leveraged Finance at Lehman Brothers and The Chase Manhattan Bank. Mr. Lucid has a B.A. in History and Japanese language from Colgate University. About Berenson & Company Founded in 1990, Berenson & Company -- http://www.berensonco.com/ -- is an independent investment banking firm that provides financial advice to a broad range of public and private corporations, financial institutions, equity sponsors and entrepreneurs. The firm's investment banking capabilities include a comprehensive suite of traditional mergers & acquisitions advisory, public and private financings of debt and equity, leveraged and management buyouts, Board advisory services including fairness opinions and valuations, counsel regarding proxy contests and takeover defense, divestitures and exclusive sales, financial restructuring and recapitalizations, and capital structure advisory. Its business philosophy is characterized by an objective, client-focused approach toward developing long-term relationships and creative problem-solving. * Bryan Cave Adds Drinker Biddle Bankruptcy Pro in New York ----------------------------------------------------------- Bankruptcy Law360 reports that Bryan Cave LLP announced March 23 that Stephanie Wickouski, who served as lead bankruptcy counsel to indenture trustees of Chemtura Corp., Northwest Airlines Corp. and others, had left Drinker Biddle & Reath LLP to join the firm's New York office as a partner. Ms. Wickouski served as vice chair of the corporate restructuring group and partner in charge of Drinker Biddle's New York branch, where she worked for almost 10 years. * GAMR-G Appoints GM of Machinery & Equipment Valuation Practice ---------------------------------------------------------------- Great American Group, L.L.C. appointed Michael A. Petruski as the Executive Vice President and General Manager of the Machinery & Equipment Valuation practice. Mr. Petruski will lead an experienced team of appraisal professionals and associates in providing USPAP-compliant appraisals across the broad spectrum of industrial assets for lenders, capital providers, private equity investors and professional service firms. Lester Friedman, CEO of Great American Group Valuation Services L.L.C., said "Michael's management experience in manufacturing, industrial asset sales and appraisal, in conjunction with his collaborative relationship with our disposition business unit, is integral to the growth of Great American Group. Mr. Petruski joined us in June 2009 and has successfully led the growth of our industrial appraisal verticals in metals and construction equipment." Mr. Petruski has more than 22 years of collateral evaluation and appraisal experience in asset-based lending. Prior to joining Great American Group, Michael worked for Wachovia Capital Finance, a Wells Fargo Company, where he managed the Collateral Evaluation Group as Director, Appraisal. Previously, he was with Citigroup's Structured Finance Division as Vice President, Collateral Evaluation. As a former executive with the American Can Company, Michael was Director of International Machinery Sales and Materials Procurement. About Great American Group Great American Group, L.L.C. -- http://www.greatamerican.com/-- is a provider of asset disposition solutions and valuation and appraisal services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional service firms. Great American Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los Angeles, New York and San Francisco. For more information, contact (818) 884-3737 or visit http://www.greatamerican.com/ * BOND PRICING -- For Week From March 21 to 25, 2011 ---------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- ---------- AMBAC INC 5.950% 12/5/2035 11.500 AMBAC INC 6.150% 2/7/2087 0.250 AMBAC INC 7.500% 5/1/2023 15.200 AMBAC INC 9.500% 2/15/2021 11.000 ADVANTA CAP TR 8.990% 12/17/2026 11.950 AHERN RENTALS 9.250% 8/15/2013 43.660 GMAC LLC 6.000% 4/1/2011 99.990 AMBASSADORS INTL 3.750% 4/15/2027 38.250 APL-CALL04/11 8.125% 12/15/2015 104.125 BANK NEW ENGLAND 8.750% 4/1/1999 11.250 BANK NEW ENGLAND 9.875% 9/15/1999 13.500 BANKUNITED FINL 6.370% 5/17/2012 5.500 BUFFALO THUNDER 9.375% 12/15/2014 36.002 CAPMARK FINL GRP 5.875% 5/10/2012 45.500 CS FINANCING CO 10.000% 3/15/2012 3.000 DNR-CALL04/11 7.500% 4/1/2013 100.500 DUNE ENERGY INC 10.500% 6/1/2012 74.500 EDDIE BAUER HLDG 5.250% 4/1/2014 4.000 FRANKLIN BANK 4.000% 5/1/2027 6.700 FREEPORT-MC C&G 8.250% 4/1/2015 104.140 FRIEDE GOLDMAN 4.500% 9/15/2004 0.950 FAIRPOINT COMMUN 13.125% 4/1/2018 10.375 GREAT ATLA & PAC 5.125% 6/15/2011 37.875 GREAT ATLA & PAC 6.750% 12/15/2012 38.375 GREAT ATLANTIC 9.125% 12/15/2011 37.100 GENERAL MOTORS 7.125% 7/15/2013 28.250 GENERAL MOTORS 7.700% 4/15/2016 27.230 GENERAL MOTORS 9.450% 11/1/2011 24.800 KEYSTONE AUTO OP 9.750% 11/1/2013 25.125 LEHMAN BROS HLDG 4.500% 8/3/2011 23.750 LEHMAN BROS HLDG 4.700% 3/6/2013 22.500 LEHMAN BROS HLDG 4.800% 2/27/2013 22.500 LEHMAN BROS HLDG 4.800% 3/13/2014 25.000 LEHMAN BROS HLDG 5.000% 1/22/2013 22.750 LEHMAN BROS HLDG 5.000% 2/11/2013 24.375 LEHMAN BROS HLDG 5.000% 3/27/2013 25.750 LEHMAN BROS HLDG 5.000% 8/5/2015 24.380 LEHMAN BROS HLDG 5.100% 1/28/2013 24.000 LEHMAN BROS HLDG 5.150% 2/4/2015 22.900 LEHMAN BROS HLDG 5.250% 2/6/2012 25.000 LEHMAN BROS HLDG 5.250% 2/11/2015 24.000 LEHMAN BROS HLDG 5.500% 4/4/2016 25.050 LEHMAN BROS HLDG 5.625% 1/24/2013 25.125 LEHMAN BROS HLDG 5.750% 7/18/2011 25.750 LEHMAN BROS HLDG 5.750% 5/17/2013 25.000 LEHMAN BROS HLDG 6.000% 7/19/2012 25.350 LEHMAN BROS HLDG 6.000% 6/26/2015 24.000 LEHMAN BROS HLDG 6.000% 12/18/2015 23.050 LEHMAN BROS HLDG 6.625% 1/18/2012 25.125 LEHMAN BROS HLDG 8.050% 1/15/2019 24.375 LEHMAN BROS HLDG 8.500% 8/1/2015 25.000 LEHMAN BROS HLDG 8.800% 3/1/2015 25.875 LEHMAN BROS HLDG 8.920% 2/16/2017 25.750 LEHMAN BROS HLDG 9.500% 12/28/2022 23.500 LEHMAN BROS HLDG 9.500% 1/30/2023 24.500 LEHMAN BROS HLDG 9.500% 2/27/2023 24.500 LEHMAN BROS HLDG 10.000% 3/13/2023 22.000 LEHMAN BROS HLDG 10.375% 5/24/2024 24.375 LEHMAN BROS HLDG 11.000% 6/22/2022 23.250 LEHMAN BROS HLDG 11.000% 8/29/2022 24.375 LEHMAN BROS HLDG 11.000% 3/17/2028 23.750 LEHMAN BROS HLDG 12.120% 9/11/2009 5.390 LEHMAN BROS HLDG 18.000% 7/14/2023 22.500 LEHMAN BROS HLDG 22.650% 9/11/2009 24.000 LOCAL INSIGHT 11.000% 12/1/2017 4.000 LTX-CREDENCE 3.500% 5/15/2011 90.000 MACYS RETAIL HLD 6.625% 4/1/2011 100.100 MAJESTIC STAR 9.750% 1/15/2011 15.000 MAGNA ENTERTAINM 7.250% 12/15/2009 3.000 MFCCN-CALL04/11 5.800% 4/15/2031 97.144 NEWPAGE CORP 10.000% 5/1/2012 66.750 NEWPAGE CORP 12.000% 5/1/2013 38.000 RESTAURANT CO 10.000% 10/1/2013 53.500 RESTAURANT CO 10.000% 10/1/2013 8.500 PROTECTIVE LIFE 4.000% 4/1/2011 100.027 RIVER ROCK ENT 9.750% 11/1/2011 87.960 RASER TECH INC 8.000% 4/1/2013 35.000 SBARRO INC 10.375% 2/1/2015 26.600 SHENGDATECH INC 6.000% 6/1/2018 94.495 ISTAR FINANCIAL 5.125% 4/1/2011 100.000 SPHERIS INC 11.000% 12/15/2012 1.500 THORNBURG MTG 8.000% 5/15/2013 2.000 TRANS-LUX CORP 8.250% 3/1/2012 15.700 TRANS-LUX CORP 9.500% 12/1/2012 15.000 TOUSA INC 9.000% 7/1/2010 15.750 TIMES MIRROR CO 7.250% 3/1/2013 43.000 TRICO MARINE SER 8.125% 2/1/2013 10.500 TXU ENERGY CO 7.000% 3/15/2013 29.000 VIRGIN RIVER CAS 9.000% 1/15/2012 48.000 WOLVERINE TUBE 15.000% 3/31/2012 30.000 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. 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 ***