/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110420.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 20, 2011, Vol. 14, No. 109 Headlines 4KIDS ENTERTAINMENT: CW Doesn't Consent to Cash Collateral Use 6922767 HOLDING: S&P Affirms 'B+' Corporate Credit Rating ACCENT WINDOWS: Buyers Have Until May 2 to Make Offer ADVANCED DENTAL: Voluntary Chapter 11 Case Summary A.G. FERRARI: Closes 3 More Stores as Part of Restructuring ALL YOU, LLC: Court to Hear Two Competing Chap. 11 Plans Today ALLY FINANCIAL: To Sell $750 Million of Senior Guaranteed Notes AMBASSADORS INT'L: U.S. Trustee Forms 5-Member Creditors Committee ASPIRE INT'L: Had $1.57-Mil. Loss in 1st 9 Months of 2010 AWAL BANK: Court to Consider Approval of EnerTech Sale Tomorrow BAKHTAVER IRANI: Borough Plans to Launch Tax Lien Sale in May BARBARA BOUCHEY: Judge Dismisses Case Due to Faulty Disclosure BAYONNE MEDICAL: Installs ER Wait-Time Billboards BERNARD L. MADOFF: U.S. Seeks Dismissal of Investor's Claim BOWE BELL + HOWELL: To Sell Asset to Versa; Files Bankruptcy BOWE BELL + HOWELL: Case Summary & 20 Largest Unsecured Creditors BROWN PUBLISHING: To Present Plan for Confirmation on June 2 BURGER KING HOLDINGS: Fitch Cuts Issuer Default Rating to 'B-' BUTTERMILK TOWNE: Access to BofA Cash Collateral Expires June 4 CAREMERICA INC: Court Rules on Preference Suit v. First Eastern CARIAN MANAGEMENT: Wins Confirmation of Reorganization Plan CATALYST PAPER: Snowflake Mill to Take Production Curtailment CENTURION PROPERTIES: Disclosure Statement Hearing on June 7 CENTURION PROPERTIES: Has Access to Cash Collateral Until June 30 CENTURY INDEMNITY: Fitch Holds B- Insurer Fin'l Strength Rating CHINA AGRITECH: Receives Notice of Delisting from Nasdaq CLEAN BURN: Has Access to Cash Collateral Until Sept. 4 CLEARWIRE CORP: Sprint to Invest $1 Billion in Long-Term Deal CLEARWATER DEVELOPMENT: Files for Chapter 11 in Denver CLEARWATER DEVELOPMENT: Case Summary & Creditors List CMB III: Confirmation Hearing Set for May 19 COMMONWEALTH BIOTECH: Form 10-K Ready But SEC Access Blocked CONCORD INT'L: Sues Former CEO Susan Davis for Misuse of Funds CRAIG CARRIER: Triple C Sanctioned for Failing to Return Trucks CRESCENT RESOURCES: Bank Debt Trades at 7% Off in Secondary Market DIAMOND RESORTS: S&P Affirms 'B-' Corporate Credit Rating DRUMM INVESTORS: S&P Assigns 'B+' Corporate Credit Rating DOMINION CLUB: Owners and Members May Mediate on Plan Issues DTZ ROCKWOOD: Has Green Light to Auction Off Assets EMIVEST AEROSPACE: Court Okays $5.9-Mil. Sale to MT LLC EMIVEST AEROSPACE: Court Okays 5th Credit Agreement Amendment EMPIRE RESORTS: Extends Rights Offering Through May 20 EMPIRE RESORTS: Executes Exclusivity Agreement With MSEG LLC EXTERRA ENERGY: Delays Filing of Feb. 28 Quarterly Report FEDERAL-MOGUL: Asbestos Trust Settles with Zurich FORUM HEALTH: Creditors Seek Delay of Foundation's Dismissal FREE AND CLEAR: Files Schedules of Assets & Liabilities FRONTERA COPPER: Announces Further Delays in Annual Filings GAS CITY: Court OKs $135 Million Sale of 60 Properties GEMCRAFT HOMES: Settles Dixie Construction Claims GENERAL GROWTH: New GGP Completes $1.7-Bil. Refinancing of 7 Malls GENERAL GROWTH: Files 3rd Post-Confirmation Status Report GENERAL GROWTH: WTC Objects to Moelis Stipulation GLOBAL ENTERTAINMENT: Incurs $198,000 Net Loss in Feb. 28 Qtr. GRAHAM PACKAGING: Inks Agreement and Plan of Merger With Silgan GREAT ATLANTIC & PACIFIC: Developer Seeks Claim on Botched Deal GREENWOOD SHOPPES: Case Summary & 13 Largest Unsecured Creditors HARRY & DAVID: Coffee Supplier Seeks Payment for Deliveries HAVEN ELDERCARE: Court Won't Enforce Prior Order in Dupuis Case HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market HILLARY HARMON: Court Reviews Ruling on Lighthouse Dispute HYTHIAM INC: To Sell Indeterminate Common Shares for $42MM IMH FINANCIAL: Incurs $117.04 Million Net Loss in 2010 INTEGRA BANK: To Move Stock Listing From NASDAQ Capital Market ISLAND ONE: Creditors Committee Says Plan Biased to Lenders JACOBS FINANCIAL: Delays Filing of Feb. 28 Quarterly Report JEFFERSON COUNTY: Suit Against JPMorgan May Proceed, Court Says JOHN MCMONIGLE: Files for Chapter 7 Bankruptcy Protection JOSEPH-BETH BOOKSELLERS: To Auction Stores Today KH FUNDING: Committee Wants Pachulski Stang as Counsel LEHMAN BROTHERS: To Sell Stake in Real Estate Projects LEVI STRAUSS: Stockholders Elect Four Class 1 Directors LOCATION BASED TECHNOLOGIES: Has $3.2MM Loss in Feb. 28 Qtr. LOWER BUCKS: Has Until May 9 to File Chapter 11 Plan LOWER BUCKS: Wants Zelenkofske Axelrod to Provide Tax Services MARONDA HOMES: Files for Bankruptcy in Pennsylvania MARONDA HOMES: Case Summary & 20 Largest Unsecured Creditors MAYFAIR BAGELS: Blames Bankruptcy on Poor Sales, Rising Costs MCMONIGLE GROUP: Owner Files Ch. 7; Project Stalled MK NETWORK: Stipulates Case Dismissal to Resolve Debt Disputes MMI GENOMICS: Court Convenes Hearing on Case Conversion Today MOLECULAR INSIGHT: Court Extends Lease Decision Pd. to July 7 MOLECULAR INSIGHT: Court to Hold Confirmation Hearing on May 5 MONTGOMERY REALTY: Court Enters Final Decree Closing Ch. 11 Case MORITZ WALK: Green Bank Fails in 2nd Attempt for Stay Relief NATIONAL AUTOMATION: Incurs $2.88 Million Net Loss in 2010 NATURAL PRODUCTS: Judge Refuses Centerview's $10-Mil. Claim NCO GROUP: Plans to Sell $365 Million of Senior Notes NEW STREAM: U.S. Trustee Forms Creditors' Committee NEW STREAM: Seeks to Employ Reed Smith as Counsel NMT MEDICAL: Assigns All Assets for the Benefit of Creditors NO FEAR: Seeks OK of New $3.5MM Loan Secured by Creditors NORTHERN BERKSHIRE: Misses $423,000 Bond Payment O&S HOLDINGS: Lenders Foreclose on Louisiana Boardwalk OCEAN PLACE: Wants Morgan Melhuish as Special Litigation Counsel OCEAN PLACE: Wants Stephen Herbstman as Tax Accountant ODYSSEY PROPERTIES: 3 Affiliates Plan of Liquidation OPTIMUMBANK HOLDINGS: Incurs $8.45 Million Net Loss in 2010 OSI RESTAURANT: Bank Debt Trades at 2% Off in Secondary Market PALMAS COUNTRY: Asks Court to Confirm Amended Chapter 11 Plan PANTHER MOUNTAIN: 8th Cir. BAP Affirms Ruling Against Lender PARMALAT SPA: Milan Court Acquits Four Banks PLAYBOY ENTERPRISES: S&P Assigns 'B-' Corporate Credit Rating POINT BLANK: Equity Committee Objects to New Plan Outline PPOA HOLDING: Withdraws Plan of Liquidation PROBE RESOURCES: Emerges from Bankruptcy Proceedings PUTNAM INVESTMENT: Voluntary Chapter 11 Case Summary REGENCY CORP: Fitch Downgrades Preferred Stock Rating to 'BB+' ROBB & STUCKY: Gets Final OK to Access $25MM Revolver Facility SALINAS INVESTMENTS: Taps Grubb & Ellis as Real Estate Appraisers SEAHAWK DRILLING: Seeks to Hand Out Executive Bonuses on Sale SEARS HOLDINGS: Moody's Affimrs 'Ba2' Corp. Family Rating SENSUS USA: S&P Assigns 'B+' Rating on Sr. First-Lien Facilities SEXY HAIR: Employs Crowe Horwath as Tax Advisors SHERIDAN GROUP: Closes $150 MM of Sr. Secured Notes Offering SI GRAND: Case Summary & 18 Largest Unsecured Creditors SPECIALTY PRODUCTS: Judge Threatens to Replace Lawyers SPECIALTY TRUST: Wells Fargo Withdraws Complaint Dismissal Motion STANFORD INT'L: NBA Rockets, Grizzlies Owners Sued by Receiver STERLING ESTATES: Has Deal for Cash Collateral Use Until April 29 STERLING ESTATES: Plan Status Hearing Continued to April 28 STETLER CROSS: Lawyer Must Disgorge Retainer, Dist. Court Says SUFFOLK OTB: Seeks to Reject Leases for 4 Wagering Facilities SUNSET VILLAGE: Has Until April 30 to Use Cash Collateral SUNSET VILLAGE: Court to Hold Plan Status Hearing on May 18 SW BOSTON: Court to Consider Disclosure Statement at May 2 Hearing SW OWNERSHIP: U.S. Trustee Unable to Form Creditors Committee TAYLOR & BISHOP: Court Denies Bridgeview Dismissal Motion TEMPUS RESORTS: Plan Confirmation Hearing Set for Today TERRESTAR NETWORKS: Seeks June Auction; No Buyer Yet THORNBURG MORTGAGE: Trustee Seeks to Retain Godfrey as Counsel TOWNSENDS INC: Ex-Workers Sue for Unused Vacation Pay TRICO MARINE: BoNY's Make-Whole Premium Claim May Be Paid Later ULTERRA DRILLING: Moody's Gives Term Loan & Revolver Caa1 Rating UNITEK GLOBAL: S&P Assigns 'B+' Corporate Credit Rating VITRO SAB: Sues Bondholders Over Breached Confidentiality VOLT INFORMATION: Fitch Affirms 'BB' Issuer Default Rating WAVE SYSTEMS: Inks $3.5MM Pact With BASF for PC Maintenance WAVERLY GARDENS: Wins Approval to Employ Senior Living as Broker WEGENER CORP: Inks 16th Amendment to 1996 Loan & Security Pact WESTERN APARTMENT: Has Interim OK to Use OWB's Cash Collateral YOUTH & FAMILY: S&P Withdraws 'B' Corporate Credit Rating ZEIGER CRANE: Hearing on Chapter 11 Trustee Appt. Set for April 21 * Mass. Gov. Patrick Says Muni Bankruptcy Not Necessary * U.S. Probes Collussion Among Large Banks Over LIBOR Rates * As Calif. Foreclosures Rise, Foreclosure Investment Flourishes * Cerberus Raising $3+ Billion in New Distressed Fund * CROs to Speak at Turnaround Management Association Webinar * David Phelps Joins Brincko Group as Senior Managing Director * Upcoming Meetings, Conferences and Seminars ********* 4KIDS ENTERTAINMENT: CW Doesn't Consent to Cash Collateral Use -------------------------------------------------------------- The CW Network LLC, a secured creditor of 4Kids Entertainment, Inc., et al., has informed the U.S. Bankruptcy Court for the Southern District of New York that it doesn't consent to the Debtor's use of cash collateral. According to The CW, cash generated by the Debtor constitutes CW's cash collateral, pursuant to, inter alia, its agreement with the Debtor dated as of June 23, 2010, entitled The CW Network, LLC - 4Kids Entertainment, Inc. Saturday Morning Programming Block Term Sheet and certain financing statements filed against the Debtor. The CW demands that the Debtor segregate and account for all cash collateral in its possession, custody or control. The CW is represented by: Neal M. Rosenbloom GOLDBERG WEPRIN FINKEL GOLDSTEIN 1501 Broadway, 2nd Foor New York, NY 10036 - and - Lawrence M. Jacobson GLICKFELD, FIELDS & JACOBSON LLP 315 South Beverly Boulevard, Suite 415 Beverly Hills, CA 90212 About 4Kids Entertainment New York-based 4Kids Entertainment, Inc., dba 4Kids, is a diversified entertainment and media company specializing in the youth oriented market, with operations in the following business segments: (i) licensing, (ii) advertising and media broadcast, and (iii) television and film production/distribution. The parent entity, 4Kids Entertainment, was organized as a New York corporation in 1970. 4Kids Entertainment, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on April 6, 2011. Michael B. Solow, Esq., at Kaye Scholer LLP, serves as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice agent. The Debtors disclosed $23,372,877 in total assets and $16,526,747 in total debts as of the Chapter 11 filing. 6922767 HOLDING: S&P Affirms 'B+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on commercial helicopter services provider 6922767 Holdings S.a.r.l. and its related entities (collectively, CHC Helicopter) to negative from stable. "At the same time, Standard & Poor's affirmed all its ratings, including its 'B+' long-term corporate credit rating on the company. At Jan. 31, 2011, the company had about US$1.1 billion of reported debt outstanding," S&P noted. "The outlook revision reflects our concern about CHC Helicopter's ability to deleverage to our 7.5x target for the ratings in the near term owing to weakened profit margins stemming from operational challenges," said Standard & Poor's credit analyst Madhav Hari. "Given that we believe that some of the operational weaknesses could be temporary, and that the outlook for demand for the company's services is favorable, for now we can tolerate this higher level of debt leverage," Mr. Hari added. The ratings on CHC Helicopter reflects what Standard & Poor's views as a highly leveraged financial risk profile that substantially offsets the benefits of the company's favorable business characteristics. At Jan. 31, 2011, CHC Helicopter's adjusted debt leverage stood at more than 8x last 12 months EBITDA adjusted for operating leases, pensions, and postemployment benefits. Standard & Poor's views this level of debt leverage to be very aggressive and believes it leaves the company with limited cushion to counter either operational missteps or an industry slowdown of demand. "Furthermore, given modest operating cash flow and relatively large capital expenditures for replacement and fleet expansion, we do not expect CHC Helicopter to generate positive free operating cash flows in the near term. As such, any meaningful deleveraging is largely dependent on the company's ability to improve its fleet use, control expense, and increase EBITDA. The ratings are also constrained by the company's ownership structure and uncertainty about its future financial strategies," S&P stated. CHC Helicopter, which operates more than 264 aircraft (85 owned) in more than 26 countries, is one of the two largest global helicopter services providers. It offers transportation services, primarily for oil and gas producers and exploration companies, as well as search and rescue activities and emergency medical services, through its global and European operations segments. In addition, the company's Heli-One segment provides helicopter support services that range from the complete outsourcing of all maintenance activities for helicopter operators to maintenance, repair, and overhaul services, to integrated logistics support, helicopter parts sales and distribution, and other related services, to its own flight operations and third-party operators. According to S&P, "The negative outlook reflects our concern about the company's ability to deleverage to our 7.5x target for the ratings in the near term owing to weakened margins stemming from operational challenges. Given that some of the cost pressures CHC Helicopter faces could be temporary, and the outlook for near-term revenue growth remains favorable, for now we are willing to tolerate its higher debt leverage. However, should the company fail to demonstrate improved profit margins in the next couple of quarters or if its liquidity deteriorates, likely owing to its inability to resolve its outstanding covenant issues with some of its aircraft lessors, we would likely downgrade the company in the near term. An upgrade is less likely given the company's high adjusted debt leverage, weak cash flow protection measures, and time to potentially achieve improved credit metrics. The ratings are also constrained by CHC Helicopter's ownership structure." ACCENT WINDOWS: Buyers Have Until May 2 to Make Offer ----------------------------------------------------- Glass on Web reports that the U.S. Bankruptcy Court in Denver has set a May 2 deadline for bids to acquire Accent Windows. The report relates that the Debtor signed an asset purchase agreement with P.H. Tech Corp., its supplier of vinyl profiles. That agreement, however, allowed competing bidders to submit better offers, with the final sale now set to occur on May 18. Interested parties can contact Accent's bankruptcy counsel Jeff Brinen at (303) 832-2400 or Terry Marcovich, Accent president, at (303) 420-2002. Accent Windows Inc., a replacement window manufacturer based in Westminster, Colorado, filed for Chapter 11 bankruptcy protection (Bankr. D. Col. Case No. 11-14348) on March 4, 2011. Judge Michael E. Romero presides over the case. Jeffrey S. Brinen, Esq., at Kutner Miller Brinen, P.C., represents the Debtor. The Debtor estimated assets of between $100,000 and $500,000, and debts between $1 million and $10 million as of the Chapter 11 filing. ADVANCED DENTAL: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Advanced Dental Group, P.A. 10125 West Colonial Drive, Suite 101 Ocoee, FL 34761 Bankruptcy Case No.: 11-05610 Chapter 11 Petition Date: April 18, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Kenneth D. Herron, Jr., Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A. 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: kherron@whmh.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Yagnabala K. Patel, president. A.G. FERRARI: Closes 3 More Stores as Part of Restructuring ----------------------------------------------------------- George Avalos at the Oakland Tribune reports that A.G. Ferrari Foods has closed three more stores and is in discussions with new investors, the latest steps by the San Leandro-based Italian market to reorganize its finances. The report relates that Ferrari Foods recently closed stores in Belmont, Palo Alto and Sunnyvale, California. Those closings came after the shutdown of the retailer's North Berkeley store. At the same time, officials are seeking some outside investors who would bring fresh capital to the company. Ferrari has sought a court order to terminate multiple leases in a quest to ease its financial squeeze, according to The Oakland Tribune. A.G. Ferrari Foods filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 11-43327) on March 28, 2011. Eric A. Nyberg, Esq., at Kornfield, Nyberg, Bendes and Kuhner, in Oakland, California, represents the Debtor. The Debtor estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. ALL YOU, LLC: Court to Hear Two Competing Chap. 11 Plans Today -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Arkansas will consider for confirmation two competing Chapter 11 Plans of Reorganization for All You, LLC, at a 9:00 a.m. hearing today, April 20. At the hearing, Judge Ben T. Barry will hear objections to plan confirmation filed by David Ruff and the Arkansas Department of Finance & Admin. Judge Barry approved a disclosure statement explaining the Chapter 11 Plan proposed by the Debtor on Feb. 15, 2011. On March 10, 2011, the Debtor delivered a copy of its Chapter 11 Plan to the Court, a full-text copy of which may be accessed for free at http://bankrupt.com/misc/ALLYOU_DebtorPlan.pdf The Debtor's only secured creditor, First Security Bank, filed a competing plan on March 11, 2011, a full-text copy of which may be accessed for free at: http://bankrupt.com/misc/ALLYOU_1stSecurityPlan.pdf The Debtor's Plan classifies claims into four classes: (a) CLASS 1- Administrative Expense Claims, (b) CLASS 2 - Claim of First Security Bank, (c) CLASS 3 - Claims of Tax Entities, and (d) CLASS 4 - Allowed General Unsecured Claims. The Debtor's Plan provides that the Debtor will pay to First Security Bank all amounts collected as income from "investment Properties" except for $7,000 per month as allowed by a Cash Collateral Order previously entered by the Bankruptcy Court. Additionally, upon the sale of any of the properties, all the proceeds will be turned over to First Security Bank to pay down debt obligation. All properties owned by the Debtor will be sold within the two-year plan period except for a certain 1395 Henri De Tonti property and 2325 N. College property. Any property not sold by the Debtor within the two-year plan period will be surrendered back to First Security Bank at the end of the plan reorganization period. First Security Bank's competing plan, on the other hand, classifies claims into six classes: (a) Class I - Priority Claims, (b) Class II - Claims of Washington County, (c) Class III - Claims of First Security, (d) Class IV - Claims of Secured Creditors, (e) Class V - Claims of General Unsecured Creditors, and (f) Class VI - Claims of Equity Security Holders. According to the Competing Plan, upon plan confirmation, the real estate assets of the Debtor will be abandoned to First Security, to be sold in the case styled First Security Bank v. All You, LLC, et al., Circuit Court of Washington County, Arkansas, Case No. CV-10-712-2, in accordance with applicable state law. Upon the sale of the real estate assets, the sales proceeds will be distributed first, to Class I Claims, if any; second, to Class II Claims; third, to Class III Claims; fourth, to Class IV Claims, if any; fifth, to Class V, if any, and sixth, to Class VI, if any. Upon distribution of the sales proceeds, the claims of the Class I through Class VI creditors will be satisfied in full and any deficiency discharged, with the exception that the claims of the Class II creditor for unpaid property taxes will continue to be secured by a lien on the Debtor's real estate assets (regardless of who then owns the real estate assets) for the remaining balance of the unpaid taxes under applicable non-bankruptcy law. About All You, LLC Fayetteville, Arkansas-based All You, LLC, filed for Chapter 11 bankruptcy protection on August 2, 2010 (Bankr. W.D. Ark. Case No. 10-74049). The Debtor disclosed $10.98 million in assets and $5.51 million in liabilities as of the Petition Date. The U.S. Trustee for Region 16 was unable to form an official committee of unsecured creditors for the Chapter 11 case. The Debtor is represented by: Don Brady, Esq. BLAIR, BRADY & HENSON 109 N. 34th Street Rogers, Arkansas 72756 Tel: (479) 631-0100 First Security is represented by: Gary D. Jiles, Esq. JACK NELSON JONES JILES & GREGORY, P.A. The Frauenthal Building 904 Front Street Conway, Arkansas 72032 Tel: (501) 329-1133 E-mail: gjiles@jacknelsonjones.com ALLY FINANCIAL: To Sell $750 Million of Senior Guaranteed Notes --------------------------------------------------------------- Ally Financial Inc. filed with the U.S. Securities and Exchange Commission a free writing prospectus regarding its offer to sell $750,000,000 of 4.500% Senior Guaranteed Noted due 2014. A full- text copy of the FWP is available at no charge at: http://is.gd/FJqkP9 In a separate filing, the Company said it intends to sell $750,000,000 of Floating Rate Senior Guaranteed Notes due 2014. A full-text copy of the offering is available for free at: http://is.gd/m8vl7C Citigroup Global Markets Inc. and J.P. Morgan Securities LLC serve as joint book-running managers of the offerings. Lloyds Securities Inc., Aladdin Capital LLC and Blaylock Robert Van, LLC serve as co-managers. 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. 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. AMBASSADORS INT'L: U.S. Trustee Forms 5-Member Creditors Committee ------------------------------------------------------------------ Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of Ambassadors International Inc. The Creditors Committee members are: 1. Wells Fargo Bank, National Association Attn: James R. Lewis, Esq. 45 Broadway, 12th Floor New York, NY 10006 Tel: (212) 515-5258 Fax: (866) 524-4681 2. Silverback Asset Management LLC Attn: Kurt Euler 1414 Raleigh Road, Suite 250 Chapel Hill, NC 27517 Tel: (919) 969-4328 Fax: (919) 969-9828 3. David Greenhouse 4. FineFoodandWineCruise.com Attn: Jonathan Baltuch 2960 Pharr Ct. South, Suite 8 South Atlanta, GA 30305 Tel: (404) 668-0278 Fax: (404) 549-4164 5. Sysco New Orleans LLC Attn: John Berry 1451 River Oaks West Harahan, LA 70123 Tel: (504) 731-3203 Fax: (504) 731-3379 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Ambassadors International Headquarters in Seattle, Washington, Ambassadors International, Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates Windstar Cruises, a three-ship fleet of luxury yachts that explore the hidden harbors and secluded coves of the world's most sought- after destinations. Carrying 148 to 312 guests, the luxurious ships of Windstar cruise to nearly 50 nations, calling at 100 ports throughout Europe, the Caribbean and the Americas. Ambassadors International Inc. and 11 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on April 1, 2011. Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq., at Richards, Layton & Finger, serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Phase Eleven Consultants, LLC, is the Debtors' claims and notice agent. The Debtors disclosed $86.4 million in assets and $87.3 million in debts as of Dec. 31, 2010. ASPIRE INT'L: Had $1.57-Mil. Loss in 1st 9 Months of 2010 --------------------------------------------------------- Aspire International, Inc., last week filed with the U.S. Securities and Exchange Commission quarterly reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and Sept. 30, 2010. According to the latest Form 10-Q, the Company had a net loss of $1,570,406 on $0 of sales for the nine months ended Sept. 30, 2010, compared with a net loss of $1,297,048 on $71,169 of sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2010 showed $1,134,145 in total assets, $9,039,945 in liabilities, all current, and a $7,905,800 stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q for the first quarter of 2010 is available for free at http://is.gd/MvYMtu A full-text copy of the Form 10-Q for the second quarter of 2010 is available for free at http://is.gd/jqom0Y A full-text copy of the Form 10-Q for the third quarter of 2010 is available for free at http://is.gd/0I0P03 About Aspire International Markham, Ontario-based Aspire International, Inc., has acquired MYGOS.NET, an online business-to-consumer shopping mall, headquartered in Shenzhen, in the Guangdong province of China. Mygos operates as a platform to allow users to start their own businesses online and currently hosts over 80,000 active stores. DNTW Chartered Accountants, LLP, in Markham, Canada, in its audit report for the Company's financial statements for the year ended Dec. 31, 2009, expressed substantial doubt about Aspire International's ability to continue as a going concern. The independent auditors noted of the Company's significant cumulative operating losses. The Company reported a net loss of $1.7 million on $71,169 of sales for 2009, compared with a net loss of $1.9 million on $170,415 of sales for 2008. AWAL BANK: Court to Consider Approval of EnerTech Sale Tomorrow --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will hold a hearing on April 21, 2011, to consider approval of an agreement to sell Awal Bank BSC's limited partnership interest in EnerTech Capital Partners III. Awal Bank is proposing to sell its interest after EnerTech's general partner placed it in default following the bank's failure to contribute as much as $1.5 million under a partnership agreement with EnerTech, and threatened to take legal actions on account of the unpaid capital contributions. According to the sale agreement, the Debtor holds a limited partnership representing an aggregate capital commitment of $5,000,000 in Enertech. Dritte Vermogensverwaltung Wolbern Private Equitiy Future 03 GmbH of Grosser Grasbrook 9, 20457 Hamburg, Germany, is the purchaser. The purchase price is $1 and the agreement by the Purchaser to pay all capital calls now outstanding or arising in the future in respect of the Partnership Interest. The sale agreement calls for the private sale and transfer of Awal Bank's interest free and clear of liens and encumbrances. It also provides for the assumption and assignment of the partnership agreement to the purchaser of Awal Bank's interest. The sale agreement is subject to the satisfaction of certain conditions, which include the prior consent of the general partner, court approval of the agreement and the execution of an assumption and assignment agreement with EnerTech. The deal can be terminated if those conditions are not met by April 30, 2011. A full-text copy of the sale agreement is available for free at http://bankrupt.com/misc/AwalBank_SaleEnerTech.pdf 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. BAKHTAVER IRANI: Borough Plans to Launch Tax Lien Sale in May ------------------------------------------------------------- Denisa R. Superville at The Record reports that borough of Closter, New Jersey, plans to hold a tax lien sale next month for the Closter Plaza shopping center in an effort to recoup more than $700,000 in back taxes, Mayor Sophie Heymann said. According to the report, the borough had been blocked from selling the tax certificates because Closter Plaza's owners, Aspi and Bakhtaver Irani, had filed for bankruptcy protection two days before a planned Dec. 10 sale. U.S. Bankruptcy Court Judge Donald H. Steckroth lifted the stay in February, which will allow the borough to proceed with the sale while the case wends its way through U.S. Bankruptcy Court in Newark. In the advertisement for the December sale, the Iranis owed $688,778 in 2010 municipal property taxes. Gary Norgaard, an Englewood-based attorney hired by the borough to intervene in the bankruptcy proceeding, said Closter Plaza paid $158,000 in first-quarter 2011 property taxes. Daniel M. Stolz, the Iranis' bankruptcy attorney, said that the Iranis want the borough to recoup its taxes and that the tax lien sale would not hurt Closter Plaza. Mr. Stolz said the Iranis were hoping to enter into an agreement with Hekemian & Co. of Hackensack to borrow the money to pay the taxes and have the company manage the mall. Judge Steckroth did not approve the management agreement because he felt that Hekemian was not a "disinterested party," Mr. Stolz said. The Iranis are now talking with Millington-based Silbert Realty & Management Co., to step in as interim managers for Closter Plaza and a mall in Lodi that the Iranis own. The Iranis are also in discussion with 10 "very well-heeled, very prominent companies" as part of a reorganization plan, The Record quotes Mr. Stolz as saying. Mr. Stolz plans to file a reorganization plan for the Iranis with the Bankruptcy Court within 60 days. Bakhtaver and Aspi Irani, owners of the Closter Plaza mall in New Jersey, filed for Chapter 11 protection (Bankr. D. N.J. Case No. 10-47961 in Newark, New Jersey on Dec. 8, 2010. The Debtors disclosed assets and debts of $10 million to $50 million. Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, in Millburn, serves as counsel to the Debtors. BARBARA BOUCHEY: Judge Dismisses Case Due to Faulty Disclosure -------------------------------------------------------------- James M. Odato at the Times Union reports that Barbara J. Bouchey, an area financial planner who broke away from the cult-like group NXIVM, had her bankruptcy case dismissed by Judge Robert E. Littlefield Jr., saying that errors were caused by a combination of ignorance by her and poor guidance by lawyers she ended up firing. According to the report, the judge was troubled by an amendment to her Chapter 11 filing to include the value of antiques in her Waterford home, which added $38,000 to the $13,000 in household items she had disclosed initially in June 2010. The Times Union says that by throwing out the bankruptcy, Judge Littlefield may have helped Ms. Bouchey in the short term to escape a series of legal headaches. More than four dozen subpoenas recently issued by NXIVM-related adversaries within the bankruptcy case will be rendered moot. Her case had drawn an extraordinary amount of litigation from her former clients, Sara and Clare Bronfman, wealthy sisters who are key members of NXIVM, and from NXIVM itself. In 2009, Ms. Bouchey broke from the Colonie-based personal development training group, which some critics have labeled a cult. According to the report, William F. Savino, the Bronfmans' lawyer, calling for converting her case to a Chapter 7 liquidation, accused Ms. Bouchey of "reckless disregard for the truth" and of acting like a "martyr." He said she would have more time to tend to her finances if she had not traveled to California. Earlier this week, Ms. Bouchey was a witness in Los Angeles for defendants sued by the Bronfmans. Based in Waterford, New York, Barbara J. Bouchey filed for Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 10-12207) on June 11, 2010. Judge Robert E. Littlefield Jr. presides over the case. Richard Croak, Esq., represents the Debtor in its restructuring efforts. The Debtor estimated assets of less than $50,000, and debts of between $1 million and $10 million. BAYONNE MEDICAL: Installs ER Wait-Time Billboards ------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that patients at the Bayonne Medical Center will be able to view real-time Emergency Room wait times at the hospital through billboards situated in the New Jersey Turnpike near the Holland Tunnel and in Journal Square in Jersey City. DBR says the billboards are one of several new initiatives the new owners of the 278-bed general hospital has undertaken since buying it out of bankruptcy in 2008. Bayonne Medical Center also debuted a new cardiovascular laboratory and won the New Jersey health department's designation as an expert in diagnosing and treating strokes. About Bayonne Hospital Center Established in 1888, Bayonne Hospital Center -- http://www.BayonneMedicalCenter.org/-- operated a 278-bed, fully accredited, award-winning acute-care hospital located in Hudson County, N.J. Bayonne Medical Center sought Chapter 11 protection (Bankr. D. N.J. Case No. 07-15195) April 16, 2007. Lawrence C. Gottlieb, Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at Cooley Godward Kronish LLP, represented the Debtor in its restructuring efforts. Stephen V. Falanga, Esq., at Connell Foley LLP, was the Debtor's local counsel. Kurtzman Carson Consultants LLC was the Debtor's claims and noticing agent. Andrew H. Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein & Gross PC, represented the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets and debts of less than $100 million. The Bankruptcy Court approved the sale of the hospital for $41.5 million, consisting of $100,000 in cash, assumption of $7 million owed to one secured creditor, and assumption of other pre- and post-bankruptcy obligations. The Debtor filed its first amended joint plan of liquidation on Feb. 23, 2009, and the Bankruptcy Court confirmed the plan on Apr. 9, 2009. Allen D. Wilen, a restructuring and bankruptcy partner with EisnerAmper LLP, was appointed liquidating trustee and estate representative under the Chapter 11 plan. BERNARD L. MADOFF: U.S. Seeks Dismissal of Investor's Claim ----------------------------------------------------------- Linda Sandler and Bob Van Voris, writing for Bloomberg News, report that U.S. Attorney Preet Bharara in Manhattan seeks to dismiss a claim by an investor in Bernard Madoff's defunct investment company as part of a $7.2 billion settlement. U.S. prosecutors and the trustee liquidating Madoff's firm settled a suit against the estate of billionaire Jeffry Picower for $7.2 billion in December. Asking a Manhattan judge to dismiss the investor's claim, Mr. Bharara said he was seeking a final order of forfeiture to close the case. The investor holding up closure of the case, Adele Fox, has no "property interest" in the Picower funds and hasn't yet proved her "victimhood," Mr. Bharara said in an April 15 filing in U.S. District Court in Manhattan. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping $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 $6.85 billion in claims by investors has been allowed, with $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. BOWE BELL + HOWELL: To Sell Asset to Versa; Files Bankruptcy ------------------------------------------------------------ Bowe Bell + Howell sought Chapter 11 bankruptcy protection in the U.S. as part of a deal to itself to creditor Versa Capital Management Inc. to pay off debt. Bowe Bell + Howell said it has entered into an asset purchase agreement with Versa Capital Management, Inc. under which Versa and its co-investment partner Access Value Investors, Inc., would acquire substantially all of BBH's assets. Versa holds the majority of BBH's outstanding secured debt, which will be resolved through the sale. Lead debtor Bowe Systec, Inc., along with affiliates, filed Chapter 11 petitions in Delaware (Bankr. D. Del. Lead Case No. 11- 11186), estimating debt of $100 million to $500 million. Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary, commenced parallel ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act. BBH Canada, as the proposed foreign representative for the Debtors in the ancillary proceeding, will ask an Ontario Superior Court judge to recognize the bankruptcy proceedings in the U.S. PricewaterhouseCoopers Inc. is the prospective Information Officer in the Canadian Proceeding. BBH claims to be one of two leaders nationally in high volume production mail solutions, offering a combination of hardware, services and software to high volume mailers worldwide including financial and insurance firms, government agencies, services bureaus, utilities, and direct-mail firms and others. The Debtors' history dates back to 1936 when the founder of what would later become Bell + Howell invented, patented and produced the first automated mail inserting machine. In 2003, Bell + Howell was acquired by Bowe Systec AG, a German competitor of Bell + Howell, thereby combining their North American mailing operations and changing the name of Bell + Howell to "Bowe Bell + Howell". The Debtors are each direct or indirect subsidiaries of Bowe Systec. Closely held Boewe Bell + Howell employs about 1,600 people. "While the past few years have been challenging for most businesses, they have been especially so for BBH due to a variety of legacy factors," Chief Executive Officer George Marton said in a statement. "We have also received commitments from Versa to provide new financing." German Insolvency Proceeding In May 2010, Bowe Systec commenced an insolvency proceeding in Germany and, as a consequence, Bowe Systec's North American distribution agreements with the Debtors were voided. On Sept. 2, 2010, the administrator appointed in the German insolvency proceeding agreed to sell substantially all of Bowe Systec's assets to a Swiss private equity firm, Axentum Capital AG. When Axentum Capital AG was unable to complete the transaction, the administrator regained control of the assets (forming BS GmbH) and subsequently sold the assets to the Possehl Group. The Debtors were not parties to the German insolvency proceeding, nor were they involved in the transaction with the Possehl Group. Capital and Debt Structure The Debtors have $121 million owing on a secured debt to lenders led by Harris N.A., a national banking association, as agent, for term loans and revolving loans provided prepetition. In March 2011, Versa Capital Management, Inc, a private equity firm with an interest in acquiring the Debtors or their assets, began purchasing the secured claims of certain of the Prepetition Lenders with the intention of submitting a credit bid for the Debtors' assets pursuant to 11 U.S.C. Sec. 363(k) of the Bankruptcy Code. As of the Petition Date, Versa had control over approximately 60% of the outstanding debt under the Prepetition Facility and had acquired the balance of the Prepetition Facility subject to confirmed trades which are in the process of closing. The Company owes $10.9 million to its pension plan, also its second-biggest unsecured creditor, according to the bankruptcy filing. Sale to Versa or Winning Bidder Versa holds a majority of Boewe Bell + Howell's debt, which will be resolved through the sale of the company, Boewe Bell + Howell said in a statement distributed by Business Wire. On April 18, 2011, Contrado BBH Funding, LLC and a Canadian corporation to be formed prior to closing, as purchasers and each wholly owned subsidiaries of Versa, entered into with the Debtors an Asset Purchase Agreement, whereby they agreed to purchase substantially all of the Debtors' assets. Pursuant to the terms of the Stalking Horse Agreement, the aggregate consideration for the Debtors' assets will include (i) a credit bid consisting of amounts outstanding under the DIP Facility provided to be provided by Versa and the Prepetition Facility, (ii) cash in the amount of C$302,000 attributable to the assets of BBH Canada, (iii) the payment of all cure amounts relating to any contracts and leases to be assigned in connection with the transaction and (iv) the assumption of certain liabilities. The Debtors will be filing a motion with the U.S. Bankruptcy Court on or about the Petition Date seeking approval of certain bidding procedures in connection with an approximately 45-day sale process followed by approval of a sale of the Debtors' assets to the highest and best bidder as determined at an auction. "We are very pleased that firms with Versa and AVI's expertise and financial strength have chosen to acquire our company's assets, recognizing our strong brand and compelling future prospects," said George Marton, BBH chief executive officer. "While the past few years have been challenging for most businesses, they have been especially so for BBH due to a variety of legacy factors that will now be behind us. Our management and the rest of BBH's 1,600 employees have been working diligently for some time to implement a number of positive actions to strengthen our competitive capabilities, including enhancing our product offerings, while also reducing operating costs, and these efforts are beginning to yield results. The DIP Facility In connection with the Chapter 11 cases, BBH as U.S. Borrower and BBH Canada as Canadian Borrower, and each of the other Debtors, as guarantors, and Contrado BBH Investments, LLC, a wholly-owned subsidiary of Versa, and one or more additional lenders party from time to time have entered into a Senior Secured, Super-Priority Debtor-in-Possession Credit and Guaranty Agreement, dated as of April 18, 2011. Pursuant to the DIP Facility Agreement, the DIP Facility Lenders have agreed to provide postpetition financing up to the aggregate principal amount of $127.2 million. The DIP Facility will be used to, among other things, provide the Debtors with adequate working capital and to cover any administrative obligations incurred during the course of the Chapter 11 cases. Business as Usual The Debtors' CFO Michael Wilhelm relates that to preserve the value of their business to the fullest extent possible, the Debtors' immediate objective is to maintain "business as usual" following the commencement of the Chapter 11 cases by minimizing any adverse impact of the chapter 11 filings on the Debtors' operations. To minimize any adverse effects on their business as a result of the commencement of the Chapter 11 Cases, the Debtors request various types of relief in certain "first day" applications and motions. The First Day Motions seek relief, among other things, to: (a) continue the Debtors' operations while in chapter 11 with as little disruption as possible; (b) maintain the confidence and support of key constituencies; and (c) establish procedures for the smooth and efficient administration of the Chapter 11 cases. About Versa Capital Philadelphia-based Versa Capital Management, Inc. is a private equity investment firm with $950 million of committed capital under management that is focused on control investments in special situations involving middle market companies where value and performance growth can be achieved through enhanced operational and financial management. AVI is a Chicago-based private equity firm that is also affiliated with AEG Partners LLC, a restructuring management firm that will provide restructuring services to Versa and AVI. About BOWE BELL + HOWELL Headquartered in Wheeling, Ill., BOWE BELL + HOWELL -- http://www.bowebellhowell.com/-- is a leading provider of high- performance document management solutions and services. In 1936, the company pioneered gripper arm mail-inserting systems and has one of the world's largest installed bases of such inserters as a result of the technology's flexibility, performance and reliability. The company's complete portfolio of inserting, sorting, plastic card, integrity, cutting, packaging, print-on- demand and software solutions is one of the most comprehensive product offerings for paper-based communications. These solutions are supported by one of the largest dedicated service organizations in the industry. In addition to its headquarters offices, the company maintains major manufacturing and service locations in Durham, N.C. and Bethlehem, Penn. BOWE BELL + HOWELL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Bowe Systec, Inc. 760 Wolf Road Wheeling, IL 60090 Bankruptcy Case No.: 11-11187 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- Bowe Bell + Howell Holdings, Inc. 11-11186 BBH, Inc. 11-11188 Bowe Bell + Howell Company 11-11189 Bowe Bell + Howell Postal Systems Company 11-11190 BCC Software, Inc. 11-11191 Bowe Bell + Howell International Ltd. 11-11192 Chapter 11 Petition Date: April 18, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Lee E. Kaufman, Esq. Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 North King Street One Rodney Square Wilmington, DE 19801 Tel: (302) 651-7582 Fax: (302) 651-7701 E-mail: kaufman@rlf.com collins@rlf.com Debtors' Special Corporate Counsel: MCDERMOTT WILL & EMERY Debtors' Financial Advisors: FOCUS MANAGEMENT GROUP Debtors' Investment Banker: LAZARD MIDDLE MARKET LLC Debtors' Claims and Notice Agent: THE GARDEN CITY GROUP, INC Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Oliver Bialowons, chairman of the board of directors. Consolidated List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ B�we Systec GmbH Contract $12,788,783 Werner-Von-Siemens, Str. 1 Obligations and 86159 Augsburg Trade Debt Germany Pension Benefit Guaranty Employees $10,926,919 Corporation Pension Obligations 1200K Street N.W., Suite 270 Dept. of Insurance Supervision and Compliance Washington, DC 20005-4026 Litigation Counter-Parties in Settlement $3,704,531 Settled Federal Action of Lawsuit c/o Lisa Carney Eldridge, Esq. Thorp Reed & Armstrong, LLP One Commerce Square, 2005 Market Street, Suite 190 Philadelphia, PA 19103 B�we Systec Vertriebs- und Trade Debt $2,428,745 Service GmbH Hans-Mess-Strasse 3 61440 Oberursel Germany B�we Cardtech GmbH Trade Debt $1,302,853 Ballhorner Feld 28 33106 Paderborn Germany American Express Employee $539,924 P.O. Box 981540 Travel Expenses El Paso, TX 79998-1540 Choice Precisions Machine Inc. Trade Debt $375,745 4380 Commerce Drive Whitehall, PA 18052 Sefas Innovation Inc. Trade Debt $343,732 405 Park Avenue c/o Access Capital Inc. New York, NY 10002 Arrow Electronics Trade Debt $300,950 13469 Collections Center Drive Chicago, IL 60693 MEP Technologies Trade Debt $256,200 3100 Peugot Laval, QC H7L 5C6 Canada Sherlock Systems Inc. Trade Debt $255,474 1584 Barclay Boulevard Buffalo Grove, IL 60089 Remcal Products Corp. Trade Debt $232,154 Dell Financial Services LP Trade Debt $212,932 VI Manufacturing Trade Debt $207,363 PNC Equipment Finance Trade Debt $179,641 United Van Lines Trade Debt $157,071 Parascript LLC Trade Debt $152,708 Britech Inc. Trade Debt $151,242 Henderson Industries Trade Debt $148,379 Buskro Ltd. Trade Debt $147,674 BROWN PUBLISHING: To Present Plan for Confirmation on June 2 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York approved the adequacy of the Third Amended Disclosure Statement explaining the Second Amended Chapter 11 Plan of Liquidation of Brown Publishing Company and its debtor-affiliates. A hearing is set for June 2, 2011, at 11:00 a.m., at Courtroom 760 to consider confirmation of the Plan. Objections, if any, are due May 23, 2011. U.S. Bankruptcy Judge Dorothy Eisenberg in Central Islip, Long Island, approved the explanatory disclosure statement on April 15. The Debtors have sold substantially all of their assets. Under the Plan, a liquidating trustee will be appointed and will undertake to liquidate the Debtors' remaining assets, resolve all outstanding claims against, and interests in, the Debtors, and investigate, and, if appropriate, pursue any causes of action that may belong to the Debtors' estates. As reported in the March 28, 2011 edition of the Troubled Company Reporter, the plan, as amended, resulted from settlement of a lawsuit the official creditors' committee brought against first- lien lenders who bought the Debtors' assets. 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. A full-text copy of the Third Amended Disclosure Statement is available for free at http://ResearchArchives.com/t/s?75ae 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. BURGER KING HOLDINGS: Fitch Cuts Issuer Default Rating to 'B-' -------------------------------------------------------------- Fitch Ratings has taken these rating actions on Burger King Holdings, Inc. (Burger King; NYSE: BKC) and its related entities. Fitch has downgraded these ratings: Burger King Holdings, Inc. -- Long-term Issuer Default Rating (IDR) to 'B-' from 'B'. Burger King Corporation -- Long-term IDR to 'B-' from 'B'. Fitch has simultaneously affirmed Burger King Corporation's issue- level ratings: -- $1,600 million Secured term loan facility 'BB-/RR1; -- EUR200 million Secured term loan facility 'BB-/RR1'; -- $800 million senior unsecured notes 'CCC/RR5'. Finally, Fitch has assigned new ratings to: Burger King Capital Holdings, LLC and Burger Capital Finance, Inc. (Co-Issuers) -- Long-term IDR 'B-' -- $685 million principal Senior discount notes 'CC/RR6'. The Rating Outlook is Negative. The downgrades and the Negative Outlook are due to the incremental leverage from the issuance of $685 million principal amount 11% senior discount notes due Feb. 15, 2019. In addition, deleveraging will likely take longer than Fitch had originally anticipated. Total adjusted debt-to-operating EBITDAR (defined as total debt plus eight times gross rent expense-to-earnings before interest, taxes, depreciation and gross rents) pro forma for the debt issuance is approximately 7.1 times (x). Key rating drivers include on-going same store sales (SSS) performance, free cash flow (FCF- defined as cash flow from operations less capital expenditures and dividends) generation, and debt repayment. Should rent-adjusted leverage remain above 7.0x, FCF deteriorates, or financial covenants be violated, additional downgrades could occur. Conversely, material deleveraging combined with consistent SSS and revenue growth along with meaningful FCF generation would be positive for the ratings. Fitch views the new notes as structurally subordinated to Burger King's existing $800 million 9.875% senior unsecured notes and therefore rates them a notch lower. The senior discount notes were co-issued by Burger King Capital Holdings and Burger Capital Finance, Inc., and are not guaranteed. The 9.875% notes were issued by Burger King Corporation and are closer to operating assets. Fitch believes Burger King's operating earnings and cash flow could be negatively affected by the company's weak SSS performance, particularly in North America, and elevated commodity costs. Burger King expects to generate $85 million -- $110 million of annual cost savings from its cost reduction programs but has indicated that the timing of achieving the full run-rate is uncertain. Burger King plans to use a portion of the approximate $393.5 million of net proceeds to either make a strategic investment or to make a return of capital distribution to their indirect equity holders before the end of 2011. Fitch views either of these options negatively given continued challenges with Burger King's core operations and its overall system. The new management team has outlined efforts it has begun in order to increase the effectiveness of its marketing, improve sales performance, and remodel stores. However, Fitch believes any benefits from these efforts will take time to accrue and therefore believes risks to the underlying business remain. Burger King's liquidity is adequate and at Dec. 31, 2010, included $207 million of cash and $116.1 million of availability on its revolver due Oct. 19, 2015. For the latest 12-month (LTM) period ending Dec. 31, 2010, Fitch estimates that the company generated $22 million of FCF. LTM FCF is substantially lower than the comparable 12-month period due to transaction-related expenses and restructuring charges. Near-term maturities are limited until the company's term loans become due in 2016. Term loans amortize at a rate of 0.25% quarterly with the balance payable at maturity. The company's credit facility subjects it to various financial covenants, including a maximum total leverage ratio, not adjusted for leases, of 7.5x through June 30, 2011, falling by 0.25x to 4.5x after June 30, 2016. Burger King's Feb. 15, 2011 amendment to its secured credit facility was viewed positively as it will reduce annual interest expense by approximately $32 million. The 'RR1' Recovery Rating on Burger King's secured debt reflects Fitch's opinion that recovery prospects on these obligations are outstanding at 91%-100%. However, the 'RR5' rating on the company's senior unsecured notes incorporates Fitch's view that recovery prospects would be below average at 11%-30% if these notes went into default. Finally, the 'RR6' rating on the senior discount notes reflects Fitch's view that these notes are structurally subordinated to the other debt in Burger King's capital structure and that recovery prospects would be poor or 10% or less in a distressed situation. BUTTERMILK TOWNE: Access to BofA Cash Collateral Expires June 4 --------------------------------------------------------------- Buttermilk Towne Center, LLC sought and obtained approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to use cash collateral until June 4, 2011. The Court's order provides that Buttermilk Towne can use the cash collateral to pay its expenses as well as to make adequate protection payments to Bank of America N.A. About Buttermilk Towne Center LLC Cincinnati, Ohio-based Buttermilk Towne Center LLC, owns and operates a commercial real estate development, known as Buttermilk Towne Center, located in Crescent Springs, Kenton County, Kentucky. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 10-21162) on April 28, 2010. Timothy J. Hurley, Esq., and Paige Leigh Ellerman, Esq., at Taft Stettinius & Hollister LLP, in Cincinnati, Ohio, serve as the Debtor's counsel. The Company disclosed $28,999,954 in assets and $41,085,856 in liabilities as of the Petition Date. CAREMERICA INC: Court Rules on Preference Suit v. First Eastern --------------------------------------------------------------- James B. Angell, the Chapter 7 Trustee for Caremerica, Inc., sued First Eastern, LLC, to recover alleged fraudulent and preferential transfers. Within the one-year period prior to the Petition Date, the Debtors made transfers to First Eastern totaling $320,912. The Chapter 7 Trustee asserts that First Eastern is an insider, given its connections to entities that are parties to management agreements with the Debtors. In his April 15, 2011 Order, Bankruptcy Judge J. Rich Leonard ruled on motions for summary judgment filed by the parties to the lawsuit. A copy of the Court's order is available at http://is.gd/c0uhqffrom Leagle.com. On Sept. 15, 2006, Caremerica, Inc., Caremerica Adult Care, Inc., The Meadows of Hermitage, Inc., The Meadows of Fayetteville Inc., and The Meadows of Wilmington, Inc., operators of adult care homes in eastern North Carolina, filed Chapter 11 petitions (Bankr. E.D.N.C. Case No. 06-02913), and the cases were subsequently converted to chapter 7 liquidating proceedings. On Feb. 4, 2008, the court entered an order allowing the substantive consolidation of the Debtors and the appointment of a trustee. James B. Angell serves as the Chapter 7 Trustee, and is represented by Philip W. Paine, Esq., at Howard, Stallings, From & Hutson, P.A., in Raleigh, N.C. CARIAN MANAGEMENT: Wins Confirmation of Reorganization Plan ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico confirmed the Chapter 11 plan of reorganization of Carian Management, Inc., on March 30, 2011. According to the court-approved Disclosure Statement, the Plan will be substantially supported by Carian Management's operations and the possible sale or surrender of assets in payment to its creditor Banco Popular de Puerto Rico, if necessary, to ensure its operation. Prior to the confirmation, Carian Management made revisions to its restructuring plan. A full-text copy of the Amended Plan dated March 18, 2011, is available without charge at: http://bankrupt.com/misc/Cariam_AmPlanMarch18.pdf About Carian Management, Inc. Dorado, Puerto Rico-based Carian Management, Inc.'s prime business is the ownership, maintenance and development of the real property that it leases to its sister company, AAA Imports and other customers. The Company filed for Chapter 11 protection (Bankr. D. P.R. Case No. 10-04052) on May 13, 2010. Carmen D. Torres, Esq., at the Law Offices of C. Conde, assists the Debtor in its restructuring effort. The Debtor estimated assets and debts at US$10 million to US$50 million as of the petition date. The Debtor's affiliate, AAA Imports, Inc., filed a separate Chapter 11 petition on May 12, 2010. CATALYST PAPER: Snowflake Mill to Take Production Curtailment ------------------------------------------------------------- Catalyst Paper announced that its Snowflake mill will curtail production by approximately 5,500 tonnes of recycled newsprint in order to adjust for limited availability of affordable, quality waste paper. The move also reflects the company's ongoing commitment to balancing production with orders and to keeping inventory levels in check. The downtime totals approximately six days over the next several weeks and will be used to carry out maintenance activities, including a three-day mill-wide shut, preventing the need for employee layoffs. The Snowflake mill has annual production capacity of 337,000 tonnes of recycled newsprint and uncoated specialty papers and is chain of custody certified to the Forest Stewardship Council standard. The operation supports recovery and domestic recycling of more than 480,000 tons of waste paper annually and is the second largest private sector employer in northeast Arizona. About Catalyst Paper Catalyst Paper -- http://www.catalystpaper.com/-- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With four mills, located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 1.9 million tons. The Company is headquartered in Richmond, British Columbia, Canada and its common shares trade on the Toronto Stock Exchange under the symbol CTL. The Company posted a net loss of C$398.2 million on sales of C$1.229 billion during 2010. The Company's net loss in 2009 was C$5.6 million on sales of C$1.224 billion. The Company's balance sheet at Dec. 31, 2010, showed C$1.696 billion in total assets, C$1.293 billion in total liabilities, and stockholders' equity of C$403.4 million. * * * Catalyst Paper carried Moody's Investors Service's 'Caa1' corporate family rating. Outlook in Negative. The Company also carries Standard & Poor's CCC+ long-term corporate credit rating, Outlook is Stable. CENTURION PROPERTIES: Disclosure Statement Hearing on June 7 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Washington will hold a hearing on June 7, 2011, to consider the adequacy of the disclosure statement explaining Centurion Properties III LLC's Chapter 11 plan of reorganization. The Court ordered Centurion Properties to file and serve an amended plan and disclosure statement by April 29, 2011. As reported in the March 1, 2011 edition of the Troubled Company Reporter, the Plan filed Jan. 20, 2011, provides for the reorganization of CPIII's debts and the continued ownership of the Battelle Property. The Debtor will continue with litigation to determine the nature, extent and amount of debt owed to certain classes of creditors holding disputed claims. The Plan provides for the refinancing of Allowed Secured Claims and payment to other classes of Claims using ongoing revenue derived from lease payments. CPIII intends to fully consummate the Plan within 36 months, with payment in full of all allowed claims. General Electrical Capital Corporation, the Debtor's prepetition lender owed $70.8 million, will receive monthly interest payments at $308,769 on its allowed claim for 36 months. At the end of 36 months, GECC will be paid in full any unpaid amount, if any, of its Allowed Claim. Holders of General Unsecured Claims will be paid within 90 days of the Plan effective date. They will receive interest on account of their Allowed Claim. A copy of CPIII's disclosure statement, dated Jan. 20, 2011, is available at: http://bankrupt.com/misc/CenturionPropertiesDS.pdf About Centurion Properties Kennewick, Washington-based Centurion Properties III, LLC, was established in 2006 for the sole purpose of acquiring, owning, operating and managing the real estate project known as the Battelle Leaseholds located in Richland, Washington. Its sole asset is its leasehold interests in the Battelle Memorial Institute Campus and improvements, valued in excess of $90 million. CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 10-04024) on July 9, 2010. John D. Munding, Esq., at Crumb & Munding, assists the Company in its restructuring effort. The United States Trustee has been unable to appoint a creditors committee in the case. The Company estimated its assets and debts at $50 million to $100 million. CENTURION PROPERTIES: Has Access to Cash Collateral Until June 30 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Washington issued an amended order authorizing Centurion Properties III LLC to continue to use the cash collateral of its pre-bankruptcy lender General Electric Capital Corporation. The order authorizes Centurion Properties to use the cash collateral for the period April 1 to June 30, 2011, in accordance with the requirements of its leases with Battelle and consistent with the court-approved budgets. The Debtor previously obtained an order allowing it to use cash collateral until March 30, 2011. Centurion Properties is required to prepare its budget for the three-month period commencing July 1, 2011. The budget will be submitted to GECC for approval by June 15,2011, and a hearing for the approval will take place by June 30, 2011. All revenues from the Battelle property will be deposited into the money market account to be controlled solely by Centurion Properties. In case Centurion Properties has any right to the funds in the account, GECC would be granted a first priority perfected security interest and lien on the account and Centurion Properties' right in those funds. As adequate protection of GECC's interest in the property securing its prepetition secured claims, Centurion Properties is required to pay $330,000 to GECC on or before the first day of each month. GECC was also granted a first priority perfected security interest and lien on all property constituting "mortgaged property," and will be entitled to rights afforded by Section 507(b) of the Bankruptcy Code. About Centurion Properties Kennewick, Washington-based Centurion Properties III, LLC, was established in 2006 for the sole purpose of acquiring, owning, operating and managing the real estate project known as the Battelle Leaseholds located in Richland, Washington. Its sole asset is its leasehold interests in the Battelle Memorial Institute Campus and improvements, valued in excess of $90 million. CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 10-04024) on July 9, 2010. John D. Munding, Esq., at Crumb & Munding, assists the Company in its restructuring effort. The United States Trustee has been unable to appoint a creditors committee in the case. The Company estimated its assets and debts at $50 million to $100 million. CENTURY INDEMNITY: Fitch Holds B- Insurer Fin'l Strength Rating --------------------------------------------------------------- Fitch Ratings has affirmed the ratings of ACE Limited and its subsidiaries (collectively, ACE). Additionally, Fitch has assigned an 'AA-' Insurer Financial Strength rating (IFS) to Agri General Insurance Company (AGIC). At the same time, Fitch has withdrawn its rating on ACE's subsidiary, Westchester Fire Insurance Company (WFIC), subsequent to its merger with ACE Indemnity Insurance Company (which was immediately renamed WFIC). The Rating Outlook is Stable. Fitch has assigned these ratings: Agri General Insurance Company -- Insurer Financial Strength Rating (IFS) at 'AA-'. Fitch has affirmed and withdrawn this rating: Westchester Fire Insurance Company -- IFS at 'AA-'. Fitch has affirmed these ratings: Century Indemnity Company -- IFS at 'B-'. ACE Limited -- Issuer Default Rating (IDR) at 'A+'. ACE INA Holdings Inc. -- IDR at 'A+'; -- $500 million senior notes due 2014 at 'A'; -- $450 million senior notes due 2015 at 'A'; -- $700 million senior notes due 2015 at 'A'; -- $500 million senior notes due 2017 at 'A'; -- $300 million senior notes due 2018 at 'A'; -- $500 million senior notes due 2019 at 'A'; -- $100 million senior debentures due 2029 at 'A'; -- $300 million senior notes due 2036 at 'A'. ACE Capital Trust II -- $300 million capital securities due 2030 at 'BBB+'. ACE American Insurance Company ACE Bermuda Insurance Limited ACE Fire Underwriters Ins. Company ACE Insurance Company of the Midwest ACE Property and Casualty Insurance Company ACE Tempest Reinsurance Limited Atlantic Employers Insurance Company Bankers Standard Fire & Marine Company Bankers Standard Insurance Company Combined Insurance Company of America Combined Life Insurance Company of New York Illinois Union Insurance Company Indemnity Insurance Company of North America Insurance Company of North America Pacific Employers Insurance Company Westchester Fire Insurance Company (F/K/A ACE Indemnity Insurance Company) Westchester Surplus Lines Insurance Company -- IFS at 'AA-'. The Rating Outlook is Stable. Fitch's affirmation reflects ACE's recent strong operating performance, solid balance sheet and financial flexibility, and diverse sources of revenues and earnings. Partially offsetting these positives is the effect of modestly rising accident-year combined ratios and the effect of continued significant competition in the company's chosen markets. Fitch views ACE's recent operating performance as strong characterized by improved investment performance and low combined ratios, reflecting modest consistent favorable reserve development, and manageable catastrophe losses. ACE reported net income of $3.1 billion for the year ended Dec. 31, 2010 versus $2.5 billion for 2009 in the midst of a difficult economic environment and a competitive property/casualty market. The company reported continued strong underwriting profitability as evidenced by a combined ratio of 90.2% for the year ended Dec. 31, 2010, its eighth consecutive year with a combined ratio under 100%. Fitch notes that it expects first quarter catastrophe losses, including the New Zealand and Japan earthquakes, to impact ACE's earnings, but not result in a material capital event. ACE has steadily grown its ordinary shareholders' equity with solid earnings. As a result, ordinary shareholders' equity has increased by 93% since year-end 2005 to $23 billion at Dec. 31, 2010. Tangible equity has grown in conjunction with the growth in shareholders' equity and has more than tripled since 2001. Fitch also notes that ACE, unlike many of its peers, has not repurchased shares during the current soft market other than in December 2010 when ACE repurchased $303 million of common shares in order to partially offset potential dilution related to share-based compensation plans. The rating actions also consider the results of Fitch's stress test results of ACE's investment portfolio. Fitch believes that these results demonstrate ACE's ability to withstand potential near-term investment losses and volatility without a material impact on its capitalization. Fitch's rating on ACE's indirect subsidiary, Century Indemnity Co. (Century), reflects Fitch's view that the company's importance to ACE is limited due to Century's run-off status and thin capitalization. The company maintains inactive operations largely consisting of asbestos and environmental (A&E) reserves that are in run-off. Fitch views Century's potential A&E exposure as an increasingly smaller component of ACE's overall exposures. Fitch has assigned its 'AA-' IFS rating to AGIC, the insurance operating subsidiary of Rain and Hail Insurance Service, Inc. which ACE recently acquired in December 2010. The rating rationale is based on Fitch's group rating methodology and the inclusion of AGIC within the ACE American pool group. Fitch views AGIC as a core part of ACE's global operations. At the same time, Fitch has withdrawn its rating on ACE's subsidiary, WFIC, as a result of the company's merger with an affiliated company, ACE Indemnity Insurance Company. The purpose of the merger was to relocate WFIC to Pennsylvania from New York to simplify ACE's business processes. Immediately following the merger, the combined company was renamed WFIC. Key rating drivers that may lead to an upgrade include continued strong operating performance with a combined ratio consistently under 95%, material stockholders' equity growth, and maintaining a track record of successful acquisition execution while managing financial leverage to under 25% total debt to capital. Key rating drivers that may lead to a downgrade include a sustained material deterioration in operating performance such that the combined ratio is consistently over 100% (unprofitable), a significant reduction in stockholders' equity that is not recovered in the near term, and financial leverage consistently over 30%. Potential for future acquisitions and the associated integration risks and company profile changes could lead to both positive and negative pressure on the ratings, depending on the acquisition details. CHINA AGRITECH: Receives Notice of Delisting from Nasdaq -------------------------------------------------------- China Agritech, Inc., announced on April 18, 2011, that it has received a letter dated April 12, 2011 from The NASDAQ Stock Market LLC advising that the Nasdaq Staff intends to delist the Company's common stock based on public interest concerns and the Company's failure to file its 2010 Form 10-K on time. Nasdaq stated that its determination was based on Nasdaq's broad discretionary authority pursuant to Listing Rule 5101 to deny continued listing and the failure of the Company to comply with Listing Rule 5250(c)(1) related to the filing of periodic financial reports. The Company has filed an appeal of the determination by requesting an oral hearing before a Nasdaq listing qualifications panel. There can be no assurance that the appeal will be successful. The trading suspension, which commenced on March 14, 2011, remains in effect pending a decision by the panel. In response to allegations made in a short seller's report and a report by its former auditors, Ernst & Young Hua Ming, regarding issues that surfaced during the audit process, the Company has formed a Special Committee of the independent members of its board of directors to conduct an investigation. The Special Committee engaged the law firm of TroyGould PC to advise it in connection with its investigation, and TroyGould retained BDO China Li Xin Da Hua Certified Public Accountants Co., Ltd. to assist in the investigation with respect to various accounting issues, including specific financial transactions and customer relationships. In addition, the Company has recently appointed Simon & Edward, LLP to serve as its independent registered public accounting firm, effective April 6, 2011. The internal investigation is currently in process, but it is uncertain when the Company will be able to file its 2010 Form 10-K. About China Agritech China Agritech, Inc. -- http://www.chinaagritechinc.com-- is engaged in the development, manufacture and distribution of liquid and granular organic compound fertilizers and related products in China. The Company has developed proprietary formulas that provide a continuous supply of high-quality agricultural products while maintaining soil fertility. The Company sells its products to farmers located in 28 provinces of China. CLEAN BURN: Has Access to Cash Collateral Until Sept. 4 ------------------------------------------------------- Clean Burn Fuels, LLC, sought and obtained interim authorization from the Hon. Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court for the Middle District of North Carolina to use cash collateral until Sept. 4, 2011. Prepetition, the Debtor and Cape Fear Farm Credit, for itself and as agent/nominee for other lending institutions, entered into a Credit Agreement, wherein the Lender agreed to (i) lend to the Debtor up to $63 million in term loans for the construction of the Debtor's ethanol plant, and (ii) provide the Debtor with a $6 million revolving line of credit. The Debtor and Lender also entered into seven separate amendments to the Credit Agreement between November 2008 and August 2010. Pursuant to the Loan Documents, the Lender is owed approximately $66,006,639 plus interest and fees accrued as of the Petition Date secured by a first mortgage lien on the Plant and a security interest in other assets of the Debtor, including equipment, inventory, accounts, deposit accounts, general intangibles and the proceeds thereof. John A. Northen, Esq., at Northen Blue, LLP, explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/CLEAN_BURN_budget.pdf In exchange for using the cash collateral, the Debtor will provide the Lender with a continuing postpetition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as the creditor held a similar, unavoidable lien as of the Petition Date, and the proceeds thereof. The Debtor will provide the Lender with an administrative expense claim to the extent the use of cash collateral, after application of the proceeds of the replacement collateral, results in a decrease in the value of the entity's interest in the property. The Debtor will also provide the Lender with financial reports for the Debtor in form and frequency reasonably acceptable to the Lender. The Court has set a final hearing for May 3, 2011, at 10:00 a.m. on the Debtor's request to use cash collateral. About Clean Burn Clean Burn Fuels LLC, a North Carolina limited liability company founded in 2005, is the first company to produce ethanol in North Carolina. It completed the construction of its ethanol plant in August of 2010 and started producing and selling ethanol and dried distillers grains with solubles (DDGS) shortly thereafter. Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D. N.C. Case No. 11-80562) on April 3, 2011. John A. Northen, Esq., at Northen Blue, L.L.P., represents the Debtor. In its schedules of assets and liabilities, the Company disclosed $79,516,062 in assets and $79,218,681 in liabilities. The schedules valued its ethanol plant at $72,000,000, securing at $66,225,571 claim by a lender. CLEARWIRE CORP: Sprint to Invest $1 Billion in Long-Term Deal ------------------------------------------------------------- Sprint Nextel and Clearwire on Tuesday unveiled an amendment to their long-term agreement that establishes new wholesale pricing terms and provides Clearwire a minimum of $1 billion from Sprint to be paid during 2011 and 2012 for 4G wholesale services comprised of minimum usage commitments of $300 million in 2011, $550 million in 2012 and $175 million in pre-payments for 4G wholesale services to be used in 2011, 2012 and beyond. The parties expect the agreement to continue to drive the growth and collaboration of both companies' strategic 4G initiatives. "We are pleased to reach this wholesale pricing agreement with Clearwire," said Dan Hesse, Sprint CEO. "We look forward to working with them under this new agreement to provide an expanded offering of 4G capabilities and solutions for Sprint customers." "Sprint has been our biggest and most important customer and partner since we launched 4G services in the U.S. more than two years ago," said John Stanton, Clearwire's interim CEO. "Today's agreement further aligns Sprint and Clearwire's interests and lays the foundation for a continued, constructive relationship. We are pleased to have the resources and partnerships necessary to maintain our 4G leadership and leverage our significant spectrum and capacity for delivering mobile broadband services." According to The Wall Street Journal's Robert Cheng, Mr. Stanton declined to comment in an interview on whether he was in discussions with Sprint on a potential acquisition. But he said Clearwire's spectrum position will be crucial to Sprint's own 4G plans. 4G PRICING AND REVENUE COMMITMENTS In addition to Sprint's commitment of $300 million in 2011, $550 million in 2012, and the prepayment of $175 million, the companies reached an agreement regarding wholesale pricing for Sprint devices that operate on both Sprint's 3G network and Clearwire's 4G network. This includes smart phones such as the award-winning HTC EVO(TM) 4G and Samsung Epic(TM) 4G and other dual-mode devices like the newly introduced Novatel Wireless MiFi(R) 3G/4G Mobile Hotspot 4082. The agreement includes usage based pricing and volume discounts and is aimed at aligning the interests of both companies to enable growth for customers using smart phones and dual-mode devices. The agreement also includes minimum payments per 4G device. Clearwire and Sprint also plan further collaboration to expand Sprint's capability to offer customized solutions using 4G technology. This is expected to allow Sprint to better serve its target enterprise and government customers with mission critical wireless broadband solutions both for mobility and local area network applications and expand its Machine-to-Machine (M2M) solutions for large and small businesses. The agreement also expands the mutual re-wholesaling rights whereby both companies can resell the other's respective 3G and 4G networks to other parties. The agreement is expected to open up new market segments for both Sprint and Clearwire to both jointly and independently pursue. Additional details on the deal are available in Clearwire's Form 8-K disclosure filed with the Securities and Exchange Commission, a copy of which is available at http://is.gd/WqW8a3 About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire's 4G mobile broadband network serves 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company's balance sheet at Dec. 31, 2010 showed $11.04 billion in total assets, $5.17 billion in total liabilities $5.87 billion in total equity. The Company reported a net loss of $2.30 billion on $556.82 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.25 billion on $274.46 million of revenue during the prior year. The Company disclosed in its Form 10-Q for the third quarter ended Sept. 30, 2010, that its expected continued losses from operations and the uncertainty about its ability to obtain sufficient additional capital raise substantial doubt about the Company's ability to continue as a going concern. "Without additional financing sources, we forecast that our cash and short-term investments would be depleted as early as the middle of 2011. Thus, we will be required to raise additional capital in the near-term in order to continue operations. The audit reports of Deloitte & Touche LLP, in Seattle, Washington, on the Company's financial statements for 2009 and 2010 did not include a going concern qualification. * * * As reported by the Troubled Company Reporter on Nov. 11, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating, and all other ratings, on Clearwire Corp. to 'CCC' from 'B-'. At the same time, S&P revised the CreditWatch listing on the company from negative to developing. S&P had initially placed the ratings on CreditWatch with negative implications on Oct. 6, 2010, based on S&P's view that Clearwire faced significant near- term liquidity risks. The downgrade follows the Company's disclosure -- in its Form 10-Q for quarter ended Sept. 30, 2010 -- regarding the uncertainty about its ability to obtain additional capital and continue as a going concern. In Clearwire's 2010 third-quarter earnings report and conference call, the company indicated that it expected to run out cash by mid-2011, which is consistent with S&P's earlier comments. Cash totaled around $1.4 billion as of Sept. 30, 2010. CLEARWATER DEVELOPMENT: Files for Chapter 11 in Denver ------------------------------------------------------ Gypsum, Colorado-based Clearwater Development, Inc., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 11-18725) in Denver on April 18. The Debtor said in a court filing it has properties worth $8,000,000, constituting 50 finished single family home sites, 65 partially finished single Fee Simple family home sites, 225 entitled single family home sites, completed 18 hole Robert Trent Jones Jr. golf course, completed 18 hole putting course, 25 acres of lakes, among others. The properties secure a $69,543,133 debt. CLEARWATER DEVELOPMENT: Case Summary & Creditors List ----------------------------------------------------- Debtor: Clearwater Development, Inc. dba Brightwater Club 3870 Gypsum Creek Road Gypsum, CO 81637 Bankruptcy Case No.: 11-18725 Chapter 11 Petition Date: April 18, 2011 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Howard R. Tallman Debtor's Counsel: Douglas C. Pearce, II, Esq. CONNOLLY, ROSANIA & LOFSTEDT, P.C. 950 Spruce Street, Suite 1C Louisville, CO 80027 Tel: (303) 661-9292 Fax: (303) 661-9555 E-mail: doug@crlpc.com Scheduled Assets: $8,290,500 Scheduled Debts: $102,335,480 The petition was signed by Russ E. Hatle, president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kennedy Funding, Inc. Other $57,744,711 Two University Plaza, Suite 402 Hackensack, NJ 07601 Custom Concepts, LLC Other $3,175,382 P.O. Box 2633 Edwards, CO 81632 Todd Thomas Other $1,030,500 1417 White Hawk Ranch Drive Boulder, CO 80303 Brightwater Club POA Other $828,698 P.O. Box 993 Eagle, CO 81631 Guaranty Bank & Trust Co. Other $753,043 P.O. Box 5847 Denver, CO 80217-5847 Imprimis Corp. Trade Debt $421,721 P.O. Box 1856 Palm Desert, CA 92261 US Bank Other $399,294 P.O. Box 790401 St. Louis, MO 63179-0401 Simplot Partners Other $372,785 Dept #1136 Los Angeles, CA 90084-1136 L. Hatle Trust Other $351,965 P.O. Box 1856 Palm Desert, CA 92261 Orval and Dorothy Paul Other $330,000 11404 East Imperial Highway Norwalk, CA 90650 Malcolm Gray Other $260,000 11407 St. German Way Houston, TX 77082 Orval A. Paul Annuity Trust Trade Debt $212,895 Blakeslee Advertising & Marketing Other $183,585 Jay and Deborah Harper Other $140,000 Benjamin, Bain & Howard, LLC Other $126,500 Don Dotson and Mary Palmtag Other $120,000 Larry and Susan Boothby Other $120,000 Jim Murton Other $120,000 Sallesh and Bhavna Patel Other $120,000 Leslie and Faith Lerner Other $120,000 CMB III: Confirmation Hearing Set for May 19 -------------------------------------------- C.M.B. III, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona its First Amended Disclosure Statement in connection with its Plan of Reorganization on April 8, 2011. The Debtor submitted its Plan and the original Disclosure Statement on February 7, 2011. Creditor Union Fidelity Life Insurance Company filed objection to the Disclosure Statement and the Debtor responded. On March 28, 2011, the Court held a hearing to consider, among other things, the adequacy of the Original Disclosure Statement. At the hearing, the Court discussed amendments to the Original Disclosure Statement that need to be made with the Debtor's counsel. Union Fidelity's counsel also noted the additional items that he would like included in the Amended Disclosure Statement. The Court set an initial hearing on confirmation of the Plan for May 19, 2011, at 10:00 a.m., with ballots and objections due on May 12. The Court also directed the Debtor to submit a ballot report one to two prior to the hearing. The Debtor subsequently filed April 8, 2011, its Amended Disclosure Statement, which summarizes the Plan and alternatives to the Plan, informs creditors and interest holders of the treatment to be afforded their claims and equity interests in Debtor under the Plan, and assists the Court in determining whether the Plan complies with the provisions of the Bankruptcy Code and should be confirmed. Objections to the approval of the Amended Disclosure Statement and the confirmation of the Plan are due on May 12, 2011. Confirmation Hearing is on May 19. The Debtor notes that the Confirmation Hearing may be adjourned from time to time without further notice except for the announcement of the adjourned date and time at the hearing on confirmation. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/CMBIII_1stAmendedDS.pdf About C.M.B. III Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on Sept. 23, 2010. Richard M. Lorenzen, Esq., Perkins Coie Brown & Bain P.A., assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Chapter 11 filing. COMMONWEALTH BIOTECH: Form 10-K Ready But SEC Access Blocked ------------------------------------------------------------ The Times-Dispatch reports that Commonwealth Biotechnologies Inc. said that its Form 10-K and annual report are ready to be filed with the Securities and Exchange Commission, but the company can't do so. According to the report, the SEC has blocked the Chesterfield County-based company's ability to use the electronic filing process because William Guo, whom it ousted last month as its chairman, had filed what the company said were unauthorized submissions to the SEC. Commonwealth Biotechnologies said it has been actively trying to have its electronic filing ability restored for several weeks without success. The company said it has taken strong action to prevent further abuse and has provided for strict controls over the nature and content of future filings, the report says. "Our shareholders should not read anything dire into the company's inability to communicate with them," Times-Dispatch quotes Richard J. Freer, CEO of Commonwealth Biotechnologies, as saying. "We are fully compliant with respect to our preparation of all public filings, and we are moving steadily forward to complete our planned asset divestments and to identify a merger partner." 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. CONCORD INT'L: Sues Former CEO Susan Davis for Misuse of Funds -------------------------------------------------------------- Hannah Heineman at the Santa Monica Mirror reports that, on April 8, a civil lawsuit was filed by the school that accused its former Director/CEO of Concord International High School, Susan Packer Davis, her husband, and her son of causing the bankruptcy by using school funds for personal use. According to the report, the suit that was filed by attorney Howard S. Levine from Cypress LLP alleges that Packer Davis, who is also an attorney, paid "herself a grossly inflated salary," $308,000 in 2009, $301,000 in 2008, and $288,000 in 2007, that was not appropriate for the number of students enrolled or with the amount of revenues or profits the school earned. In addition, she "misappropriated additional funds under the guise of "conferences, conventions and meetings." These funds were $221,026 in 2007, $288,559 in 2008 and $254,476 in 2009. The report relates that according to the suit, Ms. Packer Davis also allegedly used school funds to pay for services to her personal residence and paid her husband and son payments for questionable services to the school. Ms. Packer Davis is also accused of using school funds to pay her son's monthly rent at the Palazzo Westwood Village (a total of $22,500) and using a school credit card for personal expenses. "In sum, Packer Davis treated the Debtor (Concord International High School) as her own personal piggy bank and looted the Debtor of hundreds of thousands of dollars," reads the suit that was filed in the United States Bankruptcy Court. Based in Santa Monica, California, Concord International High School Inc. aka Concord High School filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-58454) on Nov. 11, 2010. Judge Barry Russell presides over the case. Michael S. Kogan, Esq., Ervin Cohen & Jessup LLP, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. CRAIG CARRIER: Triple C Sanctioned for Failing to Return Trucks --------------------------------------------------------------- Bankruptcy Judge Timothy J. Mahoney issued an order imposing monetary sanctions on Triple C Transport, Inc., for failing to turn over trucking units to debtors White Farms Trucking, Inc., and Craig Carrier Corp. Judge Mahoney also directed Triple C to deliver all trucking units to the Doniphan, Nebraska, location of the Debtors, or to any location directed by counsel for the Debtors' secured creditors that have already received relief from the automatic stay, no later than April 21, 2011. White Farms Trucking, Inc., and Craig Carrier Corp., LLC, own numerous trucking units, including tractors and trailers, and, at one time, operated trucking businesses. The trucking units have been financed and all, or almost all, are subject to perfected security interests held by financing entities such as People's United Equipment Finance Corp. and Navistar Financial Corporation. The businesses were sold to Integrated Freight Corporation and its subsidiary, Triple C Transport, Inc. The Debtors then leased the trucking units to Triple C Transport, Inc., and its parent company. Disputes arose between the Debtors and Triple C Transport, and lease payments ceased. Because of the failure to receive lease payments, the obligations to those entities holding security interests in the trucking units went unpaid, causing pressure to be brought to bear on the Debtors and on their owners. When they filed for bankruptcy, the Debtors moved to reject the leases with Triple C, and the motion to reject was granted. They demanded turnover of the trucking units following the rejection of the lease, but Triple C refused. The Debtors then sought an order requiring turnover of the trucking units. The turnover date was extended, at the behest of Triple C, until April 5. Triple C said the units are located all across the country and it would be extremely expensive to gather and bring to the Debtors' Nebraska headquarters within the short period allowed by the court order. However, Triple C has yet to return several equipment units. A copy of the Court's April 15, 2011 Order is available at http://is.gd/f4660pfrom Leagle.com. White Farms Trucking and Craig Carrier filed for Chapter 11 bankruptcy (Bankr. D. Neb. Case Nos. 10-43797 and 10-43798) on Dec. 21, 2010, represented by Robert V. Ginn, Esq. -- rvgbknotice@huschblackwell.com -- at Husch Blackwell Sanders. In their petitions, White Farms Trucking and Craig Carrier each estimated $1 million to $10 million each in assets and debts. CRESCENT RESOURCES: Bank Debt Trades at 7% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Crescent Resources LLC is a borrower traded in the secondary market at 92.85 cents- on-the-dollar during the week ended Friday, April 15, 2011, an increase of 0.40 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 675 basis points above LIBOR to borrow under the facility. The bank loan is not rated. The loan is one of the biggest gainers and losers among 192 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Crescent Resources Crescent Resources, LLC -- http://www.crescent-resources.com/-- is a land management and real estate development company with interests in 10 states in the southeastern and southwestern United States. Crescent Resources is a joint venture between Duke Energy and Morgan Stanley Real Estate Fund. Established in 1969, Crescent creates mixed-use developments, country club communities, single-family neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks and shopping centers. Crescent Resources, LLC, and its debtor-affiliates filed for Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 09-11507) on June 10, 2009. Judge Craig A. Gargotta presided over the case. Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., served as the Debtors' bankruptcy counsel. Crescent Resources' plan of reorganization was confirmed by the Court on May 24, 2010. It successfully completed its financial restructuring and emerged from Chapter 11 on June 9, 2010. DIAMOND RESORTS: S&P Affirms 'B-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Las Vegas-based timeshare company Diamond Resorts Parent LLC to stable from positive. "At the same time, we affirmed our existing ratings on the company, including the 'B-' corporate credit rating," S&P related. "The outlook revision reflects our belief that an upgrade is less likely over the intermediate term due to weaker-than-expected VOI sales in 2010, and our belief that VOI sales will grow only modestly in 2011," said Standard & Poor's credit analyst Emile Courtney. "We believe this will likely result in our measures of EBITDA coverage of interest expense and noncash preferred dividends and funds from operations (FFO) coverage of interest expense and noncash preferred dividends at about 1x in 2011, which is somewhat weak for the current 'B-' rating. We are willing to tolerate weak coverage at this time because Diamond's liquidity profile is otherwise adequate because of access to external financing through securitization and conduit facility markets for the company's VOI receivables. In our view, conduit facility availability represents an important alternative source of cash and provides some cushion against potential periods of weak coverage or operating cash flow decline (which is not anticipated in 2011). Under our previous forecast, we had expected our coverage measures to be in the mid-1x area by 2011, which would be aligned with a one-notch higher rating," according to S&P. S&P continued, "The rating on Diamond reflects the company's high debt leverage and reliance on external sources of capital to achieve its sales budget. We expect our measure of adjusted debt to EBITDA to be in the mid-8x area in 2011, down from almost 10x in 2010. Our measure of debt is increased for operating leases and preferred stock, and includes conduit and securitization debt. These factors are somewhat tempered by the company's well- developed and cash-flow-positive management business, and solid contracts with homeowners' associations (HOAs) that currently allow for some inventory recapture at a lower cost than expenditure levels historically invested in resort development. Diamond's total revenues and EBITDA are somewhat protected from periods of lower consumer spending and external capital availability due to the positive cash flow characteristics of the resort management business." "The stable outlook reflects our expectation that Diamond will maintain adequate liquidity, supported by cash balances and access to external financing through securitization and conduit facility markets for the company's VOI receivables which can offset coverage weakness in the 1x area in 2011. The rating and outlook incorporate our expectation that our measure of debt to EBITDA (adjusted for operating leases and preferred stock, and including conduit and securitization debt) will be in the mid-8x area in 2011. We believe VOI sales will grow in the low-single digit percentage area in 2011 due to an improvement in the closing percentage and growth in average price per transaction in 2011. A higher rating would be preceded by coverage metrics in the mid-1x area, and lower ratings could occur in the event EBITDA declines in 2011 or the company's access to external liquidity declines," according to S&P. DRUMM INVESTORS: S&P Assigns 'B+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'B+' corporate credit rating to Fort Smith Ark.-based Drumm Investors LLC. The rating outlook is stable. "At the same time, we assigned our preliminary 'B+' issue-level rating and preliminary '3' recovery rating to the company's $1.5 billion senior secured term loan due 2018 and $75 million senior secured revolving credit facility due 2016," said Standard & Poor's credit analyst Davis Peknay. DOMINION CLUB: Owners and Members May Mediate on Plan Issues ------------------------------------------------------------ John Reid Blackwell at the Richmond Times-Dispatch reports that a Chapter 11 bankruptcy reorganization of the Dominion Club might be headed toward mediation to settle disagreements between the club's owners and its members. The Times-Dispatch recounts that the country club in the Wyndham residential community of western Henrico County filed for bankruptcy protection in January, with owners blaming the economy and a downturn in the golf-course industry. While the club has continued to operate, its owners and its creditors have been unable to reach agreement yet on a restructuring plan. According to the report, the club's owners also face a backlash from club members, who argue that the bankruptcy filing is simply an attempt to avoid paying members $11.6 million in refundable initiation deposits, including $1.6 million that was due to some members on Dec. 31. The Times-Dispatch relates that an unsecured creditors committee made up of seven current and former Dominion Club members filed a complaint with the U.S. Bankruptcy Court arguing that the club's developer, HHHunt Corp. and its affiliates, are obligated to pay the refundable deposits and other expenses. In the lawsuit, the Dominion Club historically has not been able to cover all of its operating expenses. The HHHunt companies have covered its losses for the entire 18 years it has been open. The suit names as defendants HHHunt Corp. and several of its affiliates, including Loch Levan Land Limited Partnership, which is the landlord of The Dominion Club. The annual lease is about $1.1 million, according to the suit. The defendants plan to file pleadings challenging the complaint and seeking a dismissal, said Robert Westermann, a lawyer with Hirschler Fleischer who represents the defendants. The Dominion Club, L.C., filed for Chapter 11 protection (Bankr. E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11, 2011. Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at Leclairryan, in Richmond, serves as counsel to the Debtor. In its bankruptcy petition, the Debtor estimated its assets in the $1 million to $10 million range and liabilities in the $10 million to $50 million range. DTZ ROCKWOOD: Has Green Light to Auction Off Assets --------------------------------------------------- Dow Jones' DBR Small Cap reports that Manhattan real-estate- services firm DTZ Rockwood LLC won approval to put nearly all of its assets on the auction block next week. DTZ Rockwood LLC, dba Rockwood Realty Associates, LLC, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 09-13566) on June 1, 2009, represented by Carlos J. Cuevas, Esq. -- ccuevas576@aol.com -- in Yonkers, New York. In its petition, the Debtor listed $1,815,178 in assets and $79,653,230 in debts. EMIVEST AEROSPACE: Court Okays $5.9-Mil. Sale to MT LLC ------------------------------------------------------- Emivest Aerospace Corporation sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to sell certain assets to MT, LLC. Under the deal, MT LLC agreed to pay $3.5 million in cash and assume Emivest's liabilities under certain executory contracts and unexpired leases, which include as much as $1.688 million relating to SJ30 aircraft serial no. 012. It also calls for the assumption and assignment of executory contracts and unexpired leases to MT LLC. MT LLC agreed to accept the purchased assets at the closing "as is, where is, and with all faults" basis. BankruptcyHome.com reports that MT LLC is an associate of Metal Technologies Inc., which is based in Cedar City, Utah. Emivest scheduled an auction for the assets last month, with MT LLC's offer serving as the stalking horse bid. The company, however, cancelled the auction after it did not receive additional qualified bids for the assets. About Emivest Aerospace Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a U.S.-based aircraft manufacturing company and a subsidiary of Emirates Investment & Development PSC. Emivest Aerospace Corporation produces the SJ30 light jet. Emivest Aerospace Corporation filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010. Emivest estimated assets and debts between $50 million and $100 million. Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, serves as counsel to the Debtor. Morgan Joseph & Co. Inc. is the financial advisor to the Debtor. The Debtor also hired DLA Piper LLP (US) as special counsel to assist in the marketing of its assets. Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to the Official Committee of Unsecured Creditors. Deloitte Financial Services LLP is the Committee's financial advisor. EMIVEST AEROSPACE: Court Okays 5th Credit Agreement Amendment ------------------------------------------------------------- Emivest Aerospace Corporation obtained an order from the U.S. Bankruptcy Court for the District of Delaware approving the fifth amendment to the Debtor-in-Possession Credit and Security Agreement. The revised Credit Agreement authorizes Counsel RB Capital LLC and EAI Capital LLC to assign their interest in the DIP financing in a reduced amount to the new lender, Action Aviation Limited. The Credit Agreement was entered into on Oct. 27, 2010, among Emivest, Counsel RB Capital and EAI Capital. On November 24, 2010, Emivest obtained final approval to obtain DIP financing and to use cash collateral to pay the costs and expenses for the marketing and sale of its assets, among other things. About Emivest Aerospace Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a U.S.-based aircraft manufacturing company and a subsidiary of Emirates Investment & Development PSC. Emivest Aerospace Corporation produces the SJ30 light jet. Emivest Aerospace Corporation filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010. Emivest estimated assets and debts between $50 million and $100 million. Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, serves as counsel to the Debtor. Morgan Joseph & Co. Inc. is the financial advisor to the Debtor. The Debtor also hired DLA Piper LLP (US) as special counsel to assist in the marketing of its assets. Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to the Official Committee of Unsecured Creditors. Deloitte Financial Services LLP is the Committee's financial advisor. EMPIRE RESORTS: Extends Rights Offering Through May 20 ------------------------------------------------------ Empire Resorts, Inc., announced that it will extend the expiration date of its ongoing rights offering until May 20, 2011 in order to ensure that the Company's shareholders have adequate time to evaluate and consider the impact of the Company's recent announcement of the exclusivity agreement to negotiate with other parties for the development of the Concord site located in Sullivan County, New York, including any changes in the market price of the Company's common stock as a result thereof. The subscription rights, which were previously scheduled to expire on April 29, 2011, will now expire and will have no value if they are not exercised prior to 5:00p.m., New York City time, on May 20, 2011, the expected expiration date of the extension of this rights offering. For offer material requests please contact our information agent, MacKenzie Partners, Inc., at (800) 322-2885 (toll-free) or 212-929-5500 (collect) or by email at rightsoffer@mackenziepartners.com. 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, after auditing the Company's financial statements for the year ended Dec. 31, 2010, 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: Executes Exclusivity Agreement With MSEG LLC ------------------------------------------------------------ Empire Resorts, Inc., has executed an exclusivity agreement with Entertainment Properties Trust and MSEG LLC to exclusively explore the joint development of the companies' respective properties located in Sullivan County, New York. Empire owns and operates Monticello Casino and Raceway and EPR is the sole owner of Concord EPT, comprising 1,500 acres located at the site of the former Concord hotel. The agreement commits the respective parties to work together exclusively for six months to explore development opportunities of both properties and transaction structures evaluating financial, legal, tax and other considerations. If no mutually agreeable term sheet has been executed by the parties within sixty days, the agreement will be terminable by any party. 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, after auditing the Company's financial statements for the year ended Dec. 31, 2010, 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. EXTERRA ENERGY: Delays Filing of Feb. 28 Quarterly Report --------------------------------------------------------- Exterra Energy, Inc., notified the U.S. Securities and Exchange Commission that it has been unable to complete its Form 10-Q for the quarter ended Feb. 28, 2011, within the prescribed time because of delays in completing the preparation of its financial statements and its management discussion and analysis. Those delays are primarily due to Company's management's dedication of such management's time to business matters. This has taken a significant amount of management's time away from the preparation of the Form 10-Q and delayed the preparation of the unaudited financial statements for the quarter ended Feb. 28, 2011. About Exterra Energy Amarillo, Tex.-based Exterra Energy, Inc., is an independent oil and gas exploration and development company focused on building and revitalizing a diversified portfolio of oil and gas assets located in the State of Texas. In addition to exploration, the Company seeks to acquire existing production, as well as underperforming oil and gas assets that it believes it can revitalize in a short period of time. The Company's balance sheet at Nov. 30, 2010, showed $5.15 million in total assets, $6.77 million in total liabilities, and a $1.62 million stockholders' deficit. As reported in the Troubled Company Reporter on Sept. 20, 2010, MaloneBailey LLP, in Houston, Tex., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended May 31, 2010. The independent auditors noted that the Company has incurred losses since inception and had defaulted on certain outstanding notes payable. FEDERAL-MOGUL: Asbestos Trust Settles with Zurich ------------------------------------------------- Jesse Greenspan at Bankruptcy Law360 reports that an asbestos litigation trust created through the bankruptcy proceedings of Federal-Mogul Corp. told a Delaware federal court Friday that it had reached a settlement in New Jersey state court with units of Zurich Financial Services Group. The Federal-Mogul U.S. Asbestos Personal Injury Trust's motion seeks approval to include Zurich Insurance Co. Ltd. and Zurich International (Bermuda) Ltd. as protected parties under Federal- Mogul's bankruptcy plan, according to Law360. Federal Mogul Bankruptcy On Oct. 1, 2001, before any payments into the settlement trust had come due, and before any such payments had in fact been made, Federal-Mogul and certain of its affiliates -- including all of the Anderson defendants except Pneumo -- filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Delaware. Pneumo sought to intervene in the bankruptcy proceeding as a non-debtor third party, seeking the extension of the Federal-Mogul bankruptcy automatic stay to Pneumo and also a channeling injunction protecting Pneumo's assets under Section 524(g) of the Bankruptcy Code. The Everitt Parties did not oppose that filing. Federal-Mogul subsequently informed Pneumo that it could no longer satisfy its indemnity obligations. Nor did they oppose Pneumo's further declaratory judgment complaint in the bankruptcy court in December 2005, as became clear at oral argument. At some later time, Pneumo withdrew its request for an automatic stay from the bankruptcy court. Pneumo's other requests for injunctive relief were denied by the bankruptcy court nearly five years later, on January 20, 2006. Once it became clear that no injunctive relief would issue from the bankruptcy court in Pneumo's favor, 57 of the individual Everitt plaintiffs submitted claims for payment as provided in the letter agreement. Pneumo rejected those claims as untimely on March 28, 2006. Despite the fact that Pneumo's request for injunctive relief was rejected by the bankruptcy court, the claims against Pneumo were taken into account in the various plans of reorganization proposed for the Federal-Mogul debtors. In support of those plans, Pneumo submitted a sworn declaration to the bankruptcy court in June 2007 by its president, Steven L. Fasman. Mr. Fasman explained that although the claims of the Everitt Parties were settled before Federal-Mogul's bankruptcy, "the Debtors stopped processing the settlement and made no further settlement payments" after the date of the bankruptcy. As a result, Mr. Fasman explained, those "settled but not paid" claimants filed suit against Pneumo. On November 8, 2007, the bankruptcy court approved one of the alternative proposals for reorganization. The so-called "Plan B" scheme the court approved awarded Pneumo $140 million in full satisfaction of the then-present and future asbestos claims for which Federal-Mogul owed indemnity to Pneumo, but was unable to pay due to the bankruptcy. About Federal-Mogul Federal-Mogul Corporation is a supplier of powertrain, chassis and as safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy- duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. Federal-Mogul was founded in Detroit in 1899. The Company is headquartered in Southfield, Michigan, and employs nearly 41,000 people in 33 countries. The Company filed for Chapter 11 protection (Bankr. Del. Case No. 01-10582) on Oct. 1, 2001. Attorneys at Sidley Austin Brown & Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring effort. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Attorneys at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Reorganization Plan was confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed by the District Court on Nov. 14, 2007. Federal-Mogul emerged from Chapter 11 on Dec. 27, 2007. FORUM HEALTH: Creditors Seek Delay of Foundation's Dismissal ------------------------------------------------------------ The Business Journal Daily reports that U.S. Bankruptcy Judge Kay Woods said she would "take under advisement" a motion for a stay of her order issued last month dismissing the Chapter 11 cases of two Forum Health Inc. foundations. According to the report, the official committee of unsecured creditors in Forum Health's consolidated bankruptcy cases is seeking the delay in implementation of Judge Woods's order dismissing Trumbull Memorial Hospital Foundation and Western Reserve Health Foundation as it pursues an appeal of the order. The committee is made up of the vendors and suppliers that provided goods and services to the hospitals and other health-care services formerly operated by Forum Health until last fall. The report says that at issue is more than $12 million in unrestricted funds the two foundations have, which the creditors committee argues should be used to pay Forum's debts. Forum's main assets -- including three hospitals it operated in Mahoning and Trumbull counties -- were purchased last fall by Community Health Systems Inc., a for-profit company in Nashville, Tenn. Last month, just over two years from Forum's Chapter 11 bankruptcy filing, the hospitals and affiliated local service providers announced they would operate under the name ValleyCare Health System. The report relates that during the hearing on the committee's motion, which took place Tuesday in U.S. Bankruptcy Court downtown, the committee, represented by attorney Craig Freeman, argued in part that the order should be stayed because of the likelihood that its appeal would succeed. He also said using the unrestricted funds to pay bills the hospitals incurred during the course of business would satisfy the foundations' charitable mission requirements. About Forum Health Forum Health and its affiliates filed for Chapter 11 protection (Bankr. N.D. Ohio Lead Case No. 09-40795) on March 16, 2009. In its petition, Forum Health estimated $100 million to $500 million in assets and debts. McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A., serve as the Debtors' chapter 11 co-counsel. Huron Consulting Services LLC is the Debtors' Chief Restructuring Officer and Financial Support Personnel. Houlihan Lokey Howard and Zukin Capital, Inc. are the Debtors' investment bankers. Ernst & Young LLP is the Debtors' independent auditor. Baker and Hostetler and Thompson Hine LLP serve as special counsel. Squire, Sanders & Dempsey LLP serve as the bond counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. Alston & Bird LLP serves as counsel to the Official Committee of Unsecured Creditors. Grant Thornton LLP is the financial advisor to the Creditors Committee. FREE AND CLEAR: Files Schedules of Assets & Liabilities ------------------------------------------------------- Free and Clear Holding Company II LLC has filed with the U.S. Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $17,592,700 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0* E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $15,000 ----------- ----------- TOTAL $17,592,700 At Least $15,000 * The Debtor disclosed that a number of secured claims, which the Debtor disputes, are asserted against it. The amounts of the disputed claims were valued by the Debtor in the schedule as "unknown". A copy of the Schedules of Assets and Liabilities is available for free at http://bankrupt.com/misc/Free_and_Clear_SAL.pdf Las Vegas, Nevada-based Free and Clear Holding Company II LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-15145) on April 6, 2011. Christina Ann-Marie Diedoardo, Esq., at the Law Offices of Christina Diedoardo, serves as the Debtor's bankruptcy counsel. FRONTERA COPPER: Announces Further Delays in Annual Filings ----------------------------------------------------------- Frontera Copper Corporation announces that further to the Company's April 1, 2011 news release announcing a delay in the filing of the Company's financial statements for the year ended Dec. 31, 2010, including the related management discussion and analysis, annual information form and CEO and CFO certifications, the required Documents continue to be delayed but completion is expected to occur within approximately one week. There is no disagreement with the auditors in connection with audit scope or accounting matters. The Company is working diligently with its accounting staff and its auditors and anticipates that it will be in a position to file the Required Documents on or before April 26, 2011. The management cease trade order will continue to be in effect until the Required Documents are filed. Until the Required Documents are filed, the Company intends to provide information in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults. About Frontera Copper Frontera Copper Corporation -- http://www.fronteracopper.com/-- is a Canada-based company formed to acquire and bring into production the Piedras Verdes project. The Company owns or controls the Piedras Verdes Mine through its 81% direct interest in Cobre del Mayo, S.A. de C.V. (CDM), and its 19% indirect interest in CDM, through its wholly owned subsidiary, Frontera Cobre del Mayo, Inc. (FCDM). The Piedras Verdes property consists of 27 mineral concessions. CDM directly owns 22 titled concessions totaling 3,581.29 hectares. During the year ended Dec. 31, 2008, the Piedras Verdes operations produced 41.6 million pounds of copper cathode and sold 41.8 million pounds of copper. In May 2009, the Company was acquired by 0839073 BC Ltd., a wholly owned subsidiary of Invecture Group, S.A. de C.V. * * * As reported in the Troubled Company Reporter on Jan. 19, 2010, Frontera Copper Corporation received a formal default notice from CIBC Mellon Trust Company, the Trustee under the Indenture governing the Series 1 Senior Notes. The notice was received as a consequence of the Company's failure to make the Dec. 15, 2009, interest payment on those Notes. GAS CITY: Court OKs $135 Million Sale of 60 Properties ------------------------------------------------------ Jeff Vorva at Trib Local reports that a U.S. Bankruptcy Judge Eugene R. Wedoff has approved the sale of 60 properties by Gas City Ltd. to various buyers for more than $135 million. Speedway, owned by Marathon Petroleum Co., bid more than $70 million for 27 properties. Speedway has its eyes on properties in Frankfort, Tinley Park, Mokena, Naperville, Darien, Warrenville, Romeoville, Homer Glen and New Lenox, Illinois. Canada's Alimentation Couche Tard, which owns Circle K stations in the United States, is set to purchase properties in Orland Hills and Palos Park. Kankakee County-based HomeStar Bank and Financial Services is planning to purchase a station in Mokena. Riteline Development purchased a station in Schaumburg. MKM Oil, Inc. purchased a station in Joliet. About Gas City Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort, Illinois, is an independent petroleum marketer with locations in Northeast Illinois, Northwest Indiana, Florida and Arizona. Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets at $50 million to $100 million and debts at $100 million to $500 million. Gas City's parent, the William J. McEnery Revocable Trust dated Apr. 22, 1993, filed a separate Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895). Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter, Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove, Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in Chicago, represent the Debtors. A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims agent. The Official Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and Mesirow Financial Consulting, LLC, as financial advisors. The Bankruptcy Court extended Gas City's exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until April 20, 2011, and May 20, respectively. GEMCRAFT HOMES: Settles Dixie Construction Claims ------------------------------------------------- Bankruptcy Judge Nancy V. Alquist signed off on a stipulation resolving the objections of reorganized Gemcraft Homes, Inc., to the claims filed by Dixie Construction Company, Inc., Shawn A. Pyle, and Diane H. Dixon. Dixie filed a secured proof of claim against: -- Gemcraft Homes Forest Hill, LLC, for $3,500,000; and -- DLM, LLC for $3,500,000; Pyle and Dixon filed a joint secured proof of claim against DLM, LLC for $805,000. The Reorganized Debtors objected, inter alia, to (i) the Dixie DLM Claim as being duplicative of the Dixie GFH Claim; (ii) the Dixie GFH Claim as being improperly classified as a secured claim and overstated; and (iii) the Pyle Claim as being improperly classified as a secured claim and overstated. The Stipulation provides that: -- The Objection will be deemed withdrawn; -- The Dixie DLM Claim shall be disallowed in its entirety; -- The Dixie GFH Claim shall be reclassified in its entirety as a general unsecured Class 8 claim. The Dixie GFH Claim will further be reduced and allowed as a general unsecured Class 8 claim for $1,959,340, consisting of $1,300,000 in principal and $659,340 in accrued and unpaid prepetition interest; and -- The Pyle Claim will be reclassified in its entirety as a general unsecured Class 8 claim. The Pyle Claim will further be allowed as a general unsecured Class 8 claim for $917,127, consisting of $805,000 in principal and $112,127 in accrued and unpaid prepetition interest. Attorneys for the Reorganized Debtors are: G. David Dean, Esq. Irving E. Walker, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. Baltimore, Maryland E-mail: ddean@coleschotz.com Attorneys for the Claimants are: Joseph Selba, Esq. BISHOP, DANEMAN & SIMPSON, LLC Baltimore, Maryland E-mail: jselba@bdslegal.com A copy of the stipulation is available at http://is.gd/iIlF3vfrom Leagle.com. About Gemcraft Homes Gemcraft Homes, Inc., in Harford County, Maryland, is a production builder which targets first-time homebuyers and first-time "move up" buyers. It also targets retired, and soon to retire, buyers for its retirement communities. The Company filed for Chapter 11 bankruptcy protection on Nov. 9, 2009 (Bankr. D. Md. Case No. 09-31696.) The Company's various affiliates filed separate Chapter 11 bankruptcy petitions. In its schedules, Gemcraft Homes' disclosed total assets of $40,668,980, and total liabilities of $73,468,237. As reported by the Troubled Company Reporter on Sept. 29, 2010, the Bankruptcy Court approved Gemcraft Homes' plan of reorganization, allowing the home builder to exit Chapter 11 after less than a year. Marcus Rauhut, staff writer at Public Opinion, reported that Gemcraft Homes negotiated deals with Regions Bank, M&T Bank, and other institutions to secure more than $70 million in new financing to continue its building and development operations. GENERAL GROWTH: New GGP Completes $1.7-Bil. Refinancing of 7 Malls ------------------------------------------------------------------ General Growth Properties, Inc., announced on April 13, 2011, the refinancing of seven shopping malls representing $1.7 billion of new mortgages ($1.4 billion is New GGP's share). These seven new fixed-rate mortgages have a weighted average term of 10.3 years and generated cash proceeds in excess of in-place financing of approximately $400 million to New GGP. New GGP has also been able to lower the weighted average interest rate of these seven mortgages from 5.65% to 5.33%, while lengthening the term by approximately seven years over that in place. Six of these properties have closed and the seventh property is anticipated to close in May 2011. Additionally, New GGP has also increased the capacity of its credit facility to $750 million, up from $720 million. These recent financings, when combined with cash on hand, increases New GGP's liquidity position to over $2 billion. "We are pleased to announce the completion of these financing transactions. These transactions mark another step towards our 2011 balance sheet goals of lengthening maturities while improving liquidity. We will continue to take advantage of our ability to refinance New GGP's mortgages and the current capital markets where it is accretive to New GGP's balance sheet strategy," said Sandeep Mathrani, chief executive officer of New GGP. As reported in March 2011, Mr. Mathrani said New GGP it intends to refinance about $4 billion to $5 billion of its $18.2 billion debt this year. As of March 2011, New GGP completed refinancing half of the $18.2 billion debt. In connection with the refinancing of the $5 billion mortgage debt, New GGP has tapped UBS AG and Morgan Stanley. General Growth Properties has ownership and management interest in 169 regional and super regional shopping malls in 43 states. The Company portfolio totals 174 million square feet of retail space. A publicly-traded real estate investment trust (REIT), GGP is listed on the New York Stock Exchange under the symbol GGP. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Files 3rd Post-Confirmation Status Report --------------------------------------------------------- General Growth Properties, Inc., and its reorganized debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York on April 15, 2011, their third post- confirmation status report. The Reorganized Debtors relate that on March 31, the Bankruptcy Court entered a final decree order closing the Chapter 11 cases of 128 debtors effective as of March 30. The Reorganized Debtors continue to diligently pursue consummation, and a final decree closing, of the remaining reorganized debtors' Chapter 11 cases. The Reorganized Debtors reveal that they continue to evaluate and resolve the approximately 10,000 proofs of claim and approximately 6,000 scheduled claims filed in their Chapter 11 cases. The Reorganized Debtors add that they have undertaken a comprehensive claims reconciliation process that includes the filing of 88 omnibus claims objections and two omnibus schedule amendment motions that have, to date, resolved more than 4,900 proofs of claim representing more than $1.8 billion in asserted claim amounts and reduced nearly 600 of their scheduled claims by approximately $3.8 million. The Reorganized Debtors have also resolved or settled nearly 8,600 proofs of claim and scheduled claims, collectively representing an asserted value of approximately $126 billion through informal negotiations with creditors. The claims resolution process is ongoing and the Reorganized Debtors anticipate filing additional objections addressing a substantial portion of the remaining filed proofs of claim where consensual resolution with the creditors cannot be achieved, Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York, said in court papers. The Reorganized Debtors also relate that the U.S. Trustee has requested them to attach to each post-confirmation status report a disbursement schedule, illustrating the total disbursements made by each Debtor during the preceding fiscal quarter. The Reorganized Debtors disclose that they are not filing the disbursement schedule for the first fiscal quarter 2011 contemporaneously with the Third Status Report, but will supplement the Status Report with the quarterly disbursement schedule as soon as practicable. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: WTC Objects to Moelis Stipulation ------------------------------------------------- As reported in the April 2, 2011 edition of the Troubled company Reporter, Reorganized General Growth Properties and Moelis & Company LLC jointly are asking the U.S. Bankruptcy Court for the Southern District of New York to approve a stipulation resolving Moelis's fees and expenses totaling $9,525,000 in connection with its retention by Wilmington Trust FSB as indenture trustee under the 3.98% Exchangeables Senior Notes. The salient terms of the Parties' Stipulation are: (1) Immediately upon Court approval of the Parties' Stipulation, Wilmington Trust will: (a) remit directly to Moelis the sum of: (i) $5,250,000 from the funds currently held by Wilmington Trust in the GGP Escrow -- Plan Debtors' Moelis Payment and (ii) $2,500,000 from the funds currently held by Wilmington Trust in the Note Holders' Reserve -- Note Holders' Moelis Payment. GGP Escrow refers to (i) the undisputed fees asserted by Baker & Hostetler, Foley & Lardner LLP, and Wilmington Trust, (ii) the original disputed fees, and (ii) an additional reserve of $2,315,250 remitted to Wilmington Trust by the Plan Debtors. (b) remit directly to Davis Polk & Wardwell LLP, counsel to certain holders of Exchangeable Notes Claims, an amount up to $300,000 from the funds currently held by Wilmington Trust in the GGP Escrow with respect to the reasonable and documented fees and expenses incurred by Davis Polk in connection with the matters resolved in the Interim Wilmington Trust Order and in the Parties' Stipulation; (c) transfer to the GGP Escrow $150,000 from the funds in the Note Holders' Reserve; (d) return to General Growth from the GGP Escrow, $5,258,203, plus interest, if any, accrued on all amounts contained in the GGP Escrow; (e) distribute to the holders of Exchangeable Notes Claims from whom cash distributions were withheld, ratably, an amount equal to the Note Holders' Reserve less (i) the amount of $8,165,230 that the Bankruptcy Court has ordered Wilmington Trust to release from the Note Holders' Reserve pursuant to the Interim Wilmington Trust Order, (ii) the amount of the Note Holders' Moelis Payment, and (iii) the amount of the Note Holders' Transfer to the GGP Escrow; which Note Holders' Distribution will be no less than $5,027,723. (2) Receipt by Moelis of the Moelis Settlement Payment will constitute full and final satisfaction of the Moelis Claim, and: (a) Moelis waives and releases any and all claims against all parties arising under an engagement letter dated September 1, 2009, the Moelis Claim, or a civil action commenced by Moelis against Wilmington Trust in the Supreme Court for the State of New York, including, but not limited to any claim for the difference between the amount of the Moelis Claim and the amount of the Moelis Settlement Payment; (b) Moelis will not be entitled to assert any claim as against the funds contained in a Post-Effective Date Escrow; and (c) on the Effective Date, Wilmington Trust and all current and former holders of Exchangeable Notes Claims will not be entitled to assert a claim against Moelis in connection with the Moelis Engagement Letter. (3) Moelis will promptly seek dismissal of the Moelis Action with prejudice pursuant to the Parties' Stipulation. (4) Following the release from the GGP Escrow of the Plan Debtors' Moelis Payment and the Plan Debtors' DPW Payment and, following the consummation of the Note Holders' Transfer, Wilmington Trust will continue to hold in the GGP Escrow $4,000,000 -- the Post-Effective Date Escrow, comprised of (a) $150,000 transferred from the Note Holders' Reserve, and (b) $3,850,000 already held by Wilmington Trust in the GGP Escrow, constituting the Disputed Fees relating to Brown Rudnick LLP and Foley, plus an additional cushion for ordinary course indenture trustee fees pending resolution of the remaining fee disputes with Brown Rudnick and Foley. (4) To be clear, following resolution of such remaining fee disputes or upon order of the Bankruptcy Court, any amounts remaining in the Post Effective Date Escrow will be promptly returned to GGP, Inc. (5) The Bankruptcy Court will retain jurisdiction to decide and determine all matters concerning any remaining fee disputes between Wilmington Trust and GGP, including any remaining fee claims of Brown Rudnick or Foley and, thus, any disposition of the amounts held by Wilmington Trust in the Post-Effective Date Escrow. (6) Upon the occurrence of the Bankruptcy Court approval of the Parties' Stipulation: (a) the sole source of recovery from GGP on account of the Disputed Fees with respect to Brown Rudnick and Foley will be limited to the amounts contained in the Post- Effective Date Escrow; (b) Wilmington Trust's charging lien pursuant to the Plan and the Exchangeables Indenture, and other applicable provisions, will apply only to the amounts contained in the Post-Effective Date Escrow, for appropriate disposition pursuant to further Bankruptcy Court order, including possible payment of any reasonable fees, expenses, costs and any other liabilities payable from distributions pursuant to the Plan, the Exchangeables Indenture or otherwise; and (c) notwithstanding the Interim Wilmington Trust Order, any Charging Lien on any amount exceeding the $4,000,000 that will be contained in the Post-Effective Date Escrow will be deemed discharged, without the need of any further action by any party. Wilmington Trust Objection Wilmington Trust FSB, as indenture trustee for the $1.55 billion 3.98% Exchangeable Notes due 2027, objects to the stipulation resolving Moelis & Company LLC's claims complaining that the stipulation contains certain terms that have nothing to do with the resolution of the Moelis Claims. Wilmington Trust says it does not object to the payment of $7,750,000 to Moelis as contemplated in a stipulation with GGP, Inc. and its debtor affiliates. However, Wilmington Trust objects to terms of the Parties' Stipulation that reach beyond settlement with Moelis. Douglas E. Spelfogel, Esq., at Foley & Lardner LLP, in New York, argues that these terms inappropriately require Wilmington Trust to take actions that it deems imprudent: * The distribution of no less than $5,027,723 from the Noteholders' Reserve to the Noteholders. This provision would disburse the entire amount of the Note Holders' Reserve held by Wilmington Trust for possible payment of its fees and expenses from distributions to Noteholders, as provided for in the 3.98% Notes Indenture, Mr. Spelfogel contends. Closing out this reserve while disputes remain as to the payment of Indenture Trustee Fee Claims other than the Moelis Claims impermissibly strips the Indenture Trustee of the protections granted by the Indenture and fails to provide for the ratable payment of Indenture Trustee Claims from non-investor holders, he stresses. * The release of $5,258,203 from the GGP Escrow to the Reorganized Debtors. This transfer, Mr. Spelfogel points out, goes beyond the release of funds related to the Moelis Claims, and deprives Wilmington Trust of security it holds with respect to other disputed claims and protections under the Indenture and Interim Wilmington Trust Order. * The transfer of $150,000 from the Note Holders' Reserve to the GGP Escrow. According to Mr. Spelfogel, the Reorganized Debtors have no right to the funds held in the Noteholders' Reserve, and this transfer has no justification. In addition, the Parties' Stipulation would improperly reduce the amount of Wilmington Trustee's charging lien in excess of the amounts attributable to the Moelis Claims without due process, Mr. Spelfogel asserts. He further contends that the Parties' Stipulation improperly bars all claims by any person on account of the Disputed Fees, except with respect to the Post Effective Date Escrow; this goes far beyond settling the dispute with respect to the fees and expenses of Moelis. Mr. Spelfogel tells Judge Gropper that Wilmington Trust conferred with GGP in an effort to resolve these issues consensually, which remains pending. Accordingly, Wilmington Trust asks Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York to direct that the Parties' Stipulation be modified so that: (A) The Indenture Trustee will be allowed to retain a Noteholders' Reserve in amounts sufficient to cover not less than the non-investor holders pro-rata share of Indenture Trustee Claims, as well as a reserve pending further Court order; (B) The Indenture Trustee will be allowed to retain a GGP Escrow in the amount of at least $5,626,657 pending further Court order; (C) There will be no Note Holders' Transfer into the GGP Escrow; (D) The Indenture Trustee will maintain its Charging Lien over at least $4,505,844 of the GGP Escrow, pending further Court order; and (E) The Parties' Stipulation will not release or enjoin any claims except as relating to the Moelis matters and will not impact the Charging Lien as otherwise maintained under the Indenture. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GLOBAL ENTERTAINMENT: Incurs $198,000 Net Loss in Feb. 28 Qtr. -------------------------------------------------------------- Global Entertainment Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $198,000 on $1.56 million of total revenues for the three months ended Feb. 28, 2011, compared with a net loss of $491,000 on $3.22 million of total revenues for the same period during the prior year. The Company also reported a net loss of $1.25 million on $5.27 million of total revenues for the nine months ended Feb. 28, 2011, compared with a net loss of $697,000 on $8.93 million of total revenues for the same period during the prior year. The Company's balance sheet at Feb. 28, 2011 showed $2.64 million in total assets, $3.31 million in total liabilities and a $667,000 stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://is.gd/xaJeop About Global Entertainment Tempe, Ariz.-based Global Entertainment Corporation (OTC BB: GNTP) -- http://www.globalentertainment2000.com/-- is an integrated events and entertainment company focused on mid-size communities that is engaged, through its seven wholly owned subsidiaries, in sports management, multi-purpose events and entertainment centers and related real estate development, facility and venue management and marketing and venue ticketing. As reported in the Troubled Company Reporter on Sept. 20, 2010, Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed substantial doubt about Global Entertainment's ability to continue as a going concern, following its results for the fiscal year ended May 31, 2010. The independent auditors noted that the Company has experienced a significant decline in operations, cash flows and liquidity. GRAHAM PACKAGING: Inks Agreement and Plan of Merger With Silgan --------------------------------------------------------------- Graham Packaging Company Inc., the parent company of Graham Packaging Holdings Company, and Silgan Holdings Inc. entered into an Agreement and Plan of Merger. Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the boards of directors of both parties, Graham Packaging will merge with and into Silgan, with Silgan continuing as the surviving corporation. As a result of the Merger, each outstanding share of Graham Packaging's common stock, other than shares owned by Silgan or Graham Packaging (which will be cancelled) and other than those shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive a combination of (i) 0.402 shares of common stock of Silgan and (ii) $4.75 in cash, without interest. The consummation of the Merger is subject to the adoption of the Merger Agreement by both parties' stockholders, expiration or termination of the applicable waiting period under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 and the receipt of certain foreign antitrust approvals and other customary closing conditions. In addition, immediately prior to the effective time of the Merger, the registrant, Graham Packaging Holdings Company, will be merged with and into Graham Packaging pursuant to an Agreement and Plan of Merger, dated April 12, 2011, among Holdings, Graham Packaging and BCP/Graham Holdings L.L.C. The Merger Agreement contains certain customary covenants, including covenants providing (i) for each of the parties to use reasonable best efforts to cause the transaction to be consummated, including by taking actions necessary to obtain the requisite antitrust approval, (ii) for each of the parties to call and hold a stockholders' meeting and recommend adoption of the Merger Agreement and (iii) for Graham Packaging not to solicit alternative transactions. The Merger Agreement contains certain termination rights and provides that (i) upon the termination of the Merger Agreement due to a change in the recommendation of the board of directors of Graham Packaging or the Special Committee in connection with a "Superior Proposal" or due to the acceptance by Graham Packaging of a "Superior Proposal," Graham Packaging will be required to pay to Silgan a cash termination fee of $39.5 million and (ii) upon the termination of the Merger Agreement by Graham Packaging due to a breach by Silgan of its obligation to recommend that its stockholders adopt the Merger Agreement, Silgan will be required to pay to Graham Packaging a cash termination fee of $39.5 million. At the closing of the Merger, the surviving corporation is required to make a cash payment of $245 million pursuant to contractual change in control provisions in Graham Packaging's income tax receivable agreements with Blackstone Capital Partners III L.P. and the Graham family. These agreements were entered into in connection with Graham Packaging's February 2010 initial public offering, and reference is made to Graham Packaging's prior public filings for further information concerning those agreements. Upon the making of these payments, these income tax receivable agreements will terminate. In addition, Graham Packaging is also required to terminate at the closing of the Merger certain agreements including the Agreement and Plan of Recapitalization, Redemption and Purchase, dated Dec. 18, 1997, among affiliates of Graham Packaging and the Graham family and the Sixth Amended and Restated Agreement of Limited Partnership of Holdings, dated as of Feb. 4, 2010, and Graham Packaging is required to use its reasonable best efforts to terminate Graham Packaging's Registration Rights Agreement, dated as of Feb. 10, 2010, among affiliates of Graham Packaging, the Graham family and Blackstone, and the other parties thereto. Entities affiliated with the Graham family have entered into an agreement with Graham Packaging in which these entities have agreed that the foregoing agreements will be terminated at the closing of the Merger. These entities have also agreed to vote any shares of Graham Packaging common stock that they own in favor of the adoption of the Merger Agreement. References to the Graham family refer to Graham Capital Company, GPC Investments, LLC, Graham Alternative Investment Partners I, LP, Graham Engineering Corporation or affiliates thereof or other entities controlled by Donald C. Graham and his family. Graham Packaging Stockholder Voting Agreement In connection with the execution of the Merger Agreement, Blackstone Capital Partners III Merchant Banking Fund L.P. and certain of its affiliates, owners of approximately 61.3% of the outstanding shares of common stock of Graham Packaging, entered into a Voting Agreement, dated as of April 12, 2011, with Silgan, pursuant to which, among other things, the Graham Packaging Stockholders agreed to vote their shares in favor of the adoption of the Merger Agreement. The Graham Packaging Stockholders entered into the Graham Packaging Stockholder Voting Agreement solely in their capacity as stockholders of Graham Packaging. The Graham Packaging Stockholder Voting Agreement will terminate on the earliest to occur of (a) the effective time of the Merger, (b) the termination of the Merger Agreement, (c) a change by the Graham Packaging board of directors of its recommendation that stockholders of Graham Packaging adopt the Merger Agreement, (d) the making of any waiver, amendment or modification of the Merger Agreement that (i) reduces the value or changes the form of consideration payable to holders of Graham Packaging common stock in the Merger or (ii) is otherwise adverse to the Graham Packaging Stockholders in any material respect and (e) Jan. 20, 2012. Silgan Stockholder Voting Agreements In connection with the execution of the Merger Agreement, R. Philip Silver, co-founder and director of Silgan, and certain of his related entities, owners of approximately 16.2% of the outstanding shares of common stock of Silgan, and D. Greg Horrigan, co-founder and director of Silgan, and certain of his related entities, owners of approximately 12.6% of the outstanding voting power of Silgan, each entered into a Voting Agreement, dated as of April 12, 2011 with Graham Packaging, pursuant to which, among other things, the Silgan Stockholders agreed to vote their shares in favor of the adoption of the Merger Agreement. The Silgan Stockholders entered into the Silgan Stockholder Voting Agreements solely in their capacity as stockholders of Silgan, and not in their capacity as directors or officers of Silgan. The Silgan Stockholder Voting Agreements will terminate on the earliest to occur of (a) the effective time of the Merger, (b) the termination of the Merger Agreement, (c) a change by the Graham Packaging board of directors of its recommendation that stockholders of Graham Packaging adopt the Merger Agreement, (d) the making of any waiver, amendment or modification of the Merger Agreement that is adverse to the Silgan Stockholders in any material respect and (e) Jan. 20, 2012. In connection with the execution of the Merger Agreement, the board of directors of Graham Packaging adopted certain management incentive and retention arrangements. The board of directors approved the amendment of MOIC-vesting options granted in 2006 and 2009 to Mark S. Burgess, Chief Executive Officer of Graham Packaging, and in 2009 to David W. Bullock, Chief Financial Officer of Graham Packaging, to provide, upon the Merger, that the options will vest with respect to 25% of the shares covered by those options, contingent on their continued services through the Merger closing. In addition, the vesting criteria for the other unvested portion of the MOIC options will be based solely upon the multiple Blackstone achieves in a complete sale of its interest in Silgan relative to Blackstone's original invested capital in Graham Packaging, without regard to whether the optionholder remains employed by Graham Packaging at the time of the sale. The board of directors also approved new retention agreements for selected senior executives. For the named executive officers, the retention amounts are $2,375,000 for Mr. Burgess, $1,005,000 for Mr. Bullock, $100,000 for Peter T. Lennox, Senior Vice President, Global Food and Beverage, $300,000 for Michael L. Korniczky, Chief Administrative Officer, General Counsel and Secretary, and $200,000 for David Cargile, Senior Vice President, Global Technology and General Manager for the Proprietary Machinery Business. One-half of the retention award is payable upon closing of the Merger and one-half is payable on the first anniversary of the closing of the Merger. If the executive is terminated without "cause" or resigns for "good reason", then these payments will be accelerated, but if the executive resigns without "good reason" before the scheduled payment date, then the unpaid portion will be forfeited. The board of directors also approved cash payments that are designed to compensate executives for equity awards that Graham Packaging anticipated granting in 2011 had Graham Packaging not entered into the Merger Agreement. These payments are contingent upon the closing of the Merger and the recipient remaining employed by Graham Packaging through the closing of the Merger. For the named executive officers, the cash amounts are $1,122,880 for Mr. Burgess, $422,037 for Mr. Bullock, $215,325 for Mr. Lennox, $149,930 for Mr. Korniczky and $121,220 for Mr. Cargile. A full-text copy of the Amendment and Plan Merger is available for free at http://is.gd/j42z8c About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. Graham Packaging carries 'B' issuer credit ratings from Standard & Poor's. The Company's balance sheet at Dec. 31, 2010, showed $2.80 billion in total assets, $3.30 billion in total liabilities and $498.02 million in total partners deficit. GREAT ATLANTIC & PACIFIC: Developer Seeks Claim on Botched Deal --------------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that developer CPS Operating Co., which planned to buy a Pathmark grocery store in lower Manhattan four years ago, is seeking from Pathmark's parent, Great Atlantic and Pacific Tea Co., some of the $6 million money they had put down before the deal fell apart. CPS was locked in a lawsuit with Pathmark Stores Inc., when A&P filed for bankruptcy protection. DBR recounts the developers intended to build two giant towers of luxury condominiums, but neighborhood activists loudly opposed the plan, arguing that the site was the only affordable grocery among nearby economically disadvantaged areas. The store never closed. DBR says CPS, in court papers, blamed the deal's bust not on the community's protest but on approvals it couldn't get from the New York City's Department of Housing Preservation and Development. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREENWOOD SHOPPES: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Greenwood Shoppes, LP 806-916 North U.S. Highway 31 Greenwood, IN 46142 Bankruptcy Case No.: 11-04748 Chapter 11 Petition Date: April 18, 2011 Court: U.S. Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Anthony J. Metz, III Debtor's Counsel: Paul T. Deignan, Esq. TAFT STETTINIUS & HOLLISTER LLP 1 Indiana Square, Suite 3500 Indianapolis, IN 46204 Tel: (317) 713-3500 E-mail: pdeignan@taftlaw.com Scheduled Assets: $9,006,322 Scheduled Debts: $5,768,704 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/insb11-04748.pdf The petition was signed by Joyce A. Bradley, assistant secretary. HARRY & DAVID: Coffee Supplier Seeks Payment for Deliveries ----------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that Coffee Bean International Inc. filed a demand last week with the Wilmington, Del., bankruptcy court to give Harry & David executives two options: return the goods or pay up for the $128,268.76 worth of coffee it received shortly before it sought Chapter 11 bankruptcy protection in late March. DBR says Coffee Bean in Portland, Oregon, asserted that it's entitled to super- priority administrative expense claim pursuant to the Perishable Agricultural Commodities Act. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, 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. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary I Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local counsel. David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. McKinsey Recovery & Transformation Services U.S. LLC is being tapped as management consultants. The cases are jointly administered, with Harry David Holdings as lead case. Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock & Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP are counsel to principal noteholders. Moelis & Company is the financial advisor to the principal noteholders. Lowenstein Sandler has been retained as counsel to the unsecured creditors committee in the Harry & David bankruptcy case. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. HAVEN ELDERCARE: Court Won't Enforce Prior Order in Dupuis Case --------------------------------------------------------------- Bankruptcy Judge Albert S. Dabrowski denied a request by TC Healthcare, LLC, to enforce a July 4, 2008 bankruptcy court order and declare that it has no liability to Rachael Dupuis. Judge Dabrowski said the Rooker-Feldman Doctrine operates to preclude the relief requested as a collateral attack on a state court decision." Rooker v. Fidelity Trust Co., 263 U.S. 413 (1923); District of Columbia Court of Appeals v. Feldman, 460 U.S. 462 (1983). The doctrine applies to "cases brought by state-court losers complaining of injuries caused by state-court judgments." Exxon Mobil Corp. v. Saudi Basic Industries Corp., 544 U.S. 280, 284, 125 S.Ct. 1517, 1521 (2005). Ms. Dupuis sued in TC Healthcare before the Small Claims Court of the Vermont Superior Court in September 2010, wherein she sought to hold TC Healthcare liable for a contract, whereby she would be reimbursed for certain educational expenses, that she entered into with her employer, Haven Healthcare Management, LLC. According to Judge Dabrowski, while the Bankruptcy Court retained jurisdiction in the Haven Eldercare bankruptcy cases to enforce its orders or otherwise resolve any disputes, controversies or claims arising out of bankruptcy court orders, "the posture of this [Dupuis dispute]" presents no basis for the Court to exercise authority pursuant that retention. A copy of Judge Dabrowski's April 15, 2011 Brief Memorandum is available at http://is.gd/fwRXdZfrom Leagle.com. About Haven Healthcare Headquartered in Middletown, Connecticut, Haven Healthcare Management LLC -- http://www.havenhealthcare.com/-- provides nursing care to the elderly in New England, Connecticut. The company operates health centers and assisted living facilities. In addition, the company specializes in short-term rehabilitative care and long-term care. The Company and 46 of its affiliates, including Haven Eldercare, Case and Waterford Equities, LLC, filed for chapter 11 protection (Bankr. D. Conn. Lead Case No. 07-32720) on Nov. 22, 2007. Moses and Singer LLP served as the Debtors' counsel. Kurtzman Carson Consultants LLC was the Debtors' claims and notice agent. Pepper Hamilton LLP served as counsel and Neubert Pepe & Monteith P.C. as co-counsel to the Official Committee of Unsecured Creditors. Haven Healthcare estimated assets and debts of between $1 million and $100 million. The Debtors' consolidated list of 50 largest unsecured creditors showed more than $20 million in claims. * * * As of Feb. 29, 2008, the Debtors' balance sheet showed total assets of $25,965,631 and total liabilities of $38,597,720 resulting in a $12,632,089 stockholders' deficit. In August 2008, the Bankruptcy Court dismissed the Chapter 11 cases of Haven Healthcare Management LLC and its debtor- affiliates. 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 88.06 cents-on-the-dollar during the week ended Friday, April 15, 2011, an decrease of 0.33 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 192 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, Kansas, is a leading manufacturer of business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. The Company's balance sheet at Sept. 30, 2010, showed $3.384 billion in assets, $3.482 billion in liabilities, and a deficit of $97.3 million. The Company reported a net loss of $238.6 million on $1.802 billion of net sales for nine months ended Sept. 30, 2010, compared with a net loss of $458.6 million on $2.112 billion of net sales for nine months ended Sept. 27, 2009. Hawker Beechcraft carries 'Caa2' corporate family and probability of default ratings from Moody's Investors Service. HILLARY HARMON: Court Reviews Ruling on Lighthouse Dispute ---------------------------------------------------------- Bankruptcy Judge Marvin Isgur granted, in part, and denied, in part, Lighthouse Capital Funding, Inc.'s request for partial reconsideration or modification of a prior court ruling. The Court on Feb. 17, 2011, issued a Memorandum Opinion resolving numerous contested issues, previously tried in multiple stages, between Hillary and Murphy Harmon and Lighthouse Capital Funding, Inc. Harmon v. Lighthouse Capital Funding, Inc. (In re Harmon), ___ B.R. ___, 2011 WL 672338 (Bankr. S.D. Tex. Feb. 17, 2011) ("Harmon III"). In its Memorandum Opinion, the Court reached these legal conclusions: 1. Lighthouse's lien on the Harmons' homestead is invalid; 2. Lighthouse is liable to Ms. Harmon's bankruptcy estate for $179,413.91 in statutory damages due to Lighthouse's violation of the Truth in Lending Act; 3. Lighthouse is entitled to recover $986,992.06 plus 6% interest (accrued from April 23, 2008) under the doctrine of equitable subrogation; and 4. Lighthouse must compensate Ms. Harmon's bankruptcy estate for reasonable legal fees and expenses to be determined at a post- judgment hearing under the Tex. Civ. Prac. & Rem. Code Sec. 37.009 and TILA Sec. 1640(a)(3). Lighthouse seeks reconsideration of two issues and clarification of one issue decided in Harmon III: -- Lighthouse claimed that, as an equitable subrogee, it was entitled to recover its reasonable legal fees and expenses. -- Lighthouse argued that the Harmons were not entitled to recover legal fees under the Tex. Civ. Prac. & Rem. Code Sec. 37.009. According to Lighthouse, the Harmons' declaratory judgment action was governed by the Federal Declaratory Judgment Act, which generally does not permit the recovery of legal fees, and not the Texas Declaratory Judgment Act. Thus, the Court's award of legal fees to the Harmons pursuant to the Texas DJA was erroneous. -- Lighthouse's third point of contention concerned its ability to recover any deficient amounts owed by Mr. Harmon under the promissory note he executed in Lighthouse's favor. Lighthouse stated that Harmon III did not address Lighthouse's ability to recover the deficiency from Mr. Harmon. Lighthouse requested that the Court "clarify and modify its decision to reflect that nothing therein precludes Lighthouse from pursuing an action against Mr. Harmon on any deficiency under the note." In an April 14, 2011 Memorandum Opinion, Judge Isgur held that: 1. Lighthouse is not entitled to recover its legal fees and expenses under the doctrine of equitable subrogation; 2. The Harmons are only entitled to recover legal fees and expenses associated with their TILA claim; 3. Lighthouse's request for modification of Harmon III to reflect Lighthouse's ability to recover any deficiency from Mr. Harmon is denied; and 4. Lighthouse must compensate Ms. Harmon's bankruptcy estate for $50,310.00 in legal fees under TILA Sec. 1640(a)(3). A copy of Judge Isgur's ruling is available at http://is.gd/2RUcnM from Leagle.com. About Hillary Harmon Hillary Durgin Harmon in Houston, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 10-33789) on May 4, 2010. Leonard H Simon, Esq., at Pendergraft & Simon LLP, serves as the Debtor's counsel. In her petition, the Debtor estimated $1 million to $10 million in assets and debts. HYTHIAM INC: To Sell Indeterminate Common Shares for $42MM ---------------------------------------------------------- In an Amendment No. 1 to Form S-3 registration statement filed with the U.S. Securities and Exchange Commission, Hythiam, Inc., said that it plans to offer from time to time in one or more offerings shares of the Company's common stock par value $0.0001 per share, equal to those indeterminate shares of common stock resulting in gross proceeds to the Company equal to up to $42,000,000. The Shares may be offered in separate transactions or, in the aggregate, in a single transaction. The Company will provide the material terms of those transactions in supplements to the prospectus. The Company's common stock is quoted on The NASDAQ National Market under the symbol "HYTM." On Sept. 21, 2005, the last reported sale price of the Company's common stock as reported on NASDAQ was $6.80 per share. The Company will sell directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. The Company reserves the sole right to accept, and together with its agents, dealers and underwriters reserves the right to reject, in whole or in part, any proposed purchase of the Shares to be made directly or through agent, dealers, or underwriters. If any agents, dealers or underwriters are involved in the sale of the Shares, the relevant prospectus supplement will set forth any applicable commissions or discounts. The Company's net proceeds from the sale of securities will also be set forth in the relevant prospectus supplement. A full-text copy of the amended prospectus is available for free at http://is.gd/0ATFXp About Hythiam, Inc. Based in Los Angeles, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. The Company reported a net loss of $19.99 million on $448,000 of total revenues for the twelve months ended Dec. 31, 2010, compared with a net loss of $9.15 million on $1.53 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $7.94 million in total assets, $18.12 million in total liabilities and $10.18 million in total stockholders' deficit. Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010. IMH FINANCIAL: Incurs $117.04 Million Net Loss in 2010 ------------------------------------------------------ IMH Financial Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $117.04 million on $3.75 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $74.47 million on $22.52 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $229.93 million in total assets, $28.57 million in total liabilities, and $201.36 million in total owners' equity. BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and is not currently generating sufficient cash flows to sustain operations. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/U1UNph About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. "Given the current state of the real estate and credit markets, we believe the realization of full recovery of the cost basis in our assets is unlikely to occur in a reasonable time frame and may not occur at all, and we may be required to liquidate portions of our assets for liquidity purposes at a price significantly below the initial cost basis or potentially below current carrying values. If we are not able to liquidate a sufficient portion of our assets or access credit under the credit facility currently under negotiation, there may be substantial doubt about our ability to continue as a going concern. Nevertheless, we believe that our cash and cash equivalents, coupled with liquidity derived from the credit facility currently under negotiation and the disposition of certain of the loans and real estate held for sale, will allow us to fund current operations over the next 12 months," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. INTEGRA BANK: To Move Stock Listing From NASDAQ Capital Market -------------------------------------------------------------- Integra Bank Corporation reported that it was delisting its common stock from The NASDAQ Capital Market and that the stock is expected to begin trading on the OTCQBTM Marketplace effective with the opening of business on May 2, 2011. As previously disclosed, the Company received notification from the NASDAQ Stock Market that the Company was not in compliance with minimum standards for shareholders' equity, as set forth in Listing Rule 5550(b) for continued listing of the Company's common stock on The NASDAQ Capital Market. The notification indicated that the Company had 45 calendar days, or until May 5, 2011, to submit a plan to regain compliance with the standard for continued listing set forth in Listing Rule 5550(b). The Company is also currently not in compliance with Marketplace Rule 5450(a)(1), which requires that the trading price exceed $1.00 per share for a ten day period. After considering its available options to regain compliance, the Company concluded that efforts to secure a continuation of the current listing of its common stock were not in its best interests. The Company notified Nasdaq on April 15, 2011 of its intention to voluntarily delist its common stock from The NASDAQ Capital Market, and to file a Form 25 with the SEC and Nasdaq on April 20, 2011. The Company expects that trading of its common stock will be suspended from The NASDAQ Capital Market at the open of market trading on May 2, 2011. Operated by OTC Markets Group Inc., the OTCQB is a market for OTC traded companies that are registered and reporting with the Securities and Exchange Commission. The Company's common stock will continue to be registered with the SEC under the Securities Exchange Act of 1934. OTC Markets Group Inc. operates the world's largest electronic marketplace for broker-dealers to trade unlisted stocks. Its OTC Link platform supports an open network of competing broker-dealers that provide investors with the best prices in over 10,000 OTC securities. In 2010, securities on OTC Link traded over $144 billion in dollar volume, making it the third largest U.S. equity trading venue after NASDAQ and the NYSE. Operated by OTC Markets Group Inc., the OTCQB is a market tier for OTC traded companies that are registered and reporting with the Securities Exchange Commission. The Company's shares will continue to trade under the symbol IBNK on the computerized OTCQB system. Investors will be able to view stock quotes for IBNK at http://www.otcmarkets.com. About Integra Headquartered in Evansville, Indiana, Integra Bank Corporation (Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of Integra Bank N.A. As of Dec. 31, 2010, Integra Bank has $2.4 billion in total assets. Integra Bank currently operates 52 banking centers and 100 ATMs at locations in Indiana, Kentucky, and Illinois. In Integra Bank's annual report on Form 10-K for the fiscal year ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company's cumulative net loss to common shareholders from 2008 through 2010 exceeded $430 million and the Company has negative shareholders' equity at Dec. 31, 2010. "These results are primarily due to asset impairments, particularly loans. The Company cannot currently generate sufficient revenue to support its operating expenses and the Company's bank subsidiary has not been able to achieve the capital levels required by regulatory order. As of Dec. 31, 2010, Integra Bank Corp. had $2.421 billion in total assets, $2.440 billion in total liabilities, and a stockholders' deficit of $18.8 million. ISLAND ONE: Creditors Committee Says Plan Biased to Lenders ----------------------------------------------------------- Dow Jones' DBR Small Cap reports that Island One Inc.'s unsecured creditors are urging a bankruptcy judge to deny a restructuring plan they fear the timeshare-resort manager is pursuing for the sole benefit of its lenders and at their expense. The plan, which calls for the sale of Island One's new equity, is the result of a "fundamentally flawed process" pursued by Island One and majority lenders Textron Financial Corp. and Liberty Bank, according to the official committee representing Island One's unsecured creditors. "From the outset of these bankruptcy cases, the majority lenders have abused the bankruptcy process by orchestrating events for their benefit without any regard for the interests of unsecured creditors or the debtors' estates," the committee said in court papers last week, according to DBR. DBR says attorneys representing Island One and Textron weren't available for comment Monday, and a spokesman for the attorneys representing Liberty declined to comment. As reported by the Troubled Company Reporter on March 17, 2011, the Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida set to April 20, 2011, at 10:15 a.m., the hearing on the approval of the sale of the Debtors' assets and the confirmation of the Debtors' plan of reorganization and its accompanying disclosure statement. About Island One Orlando, Florida-based Island One, Inc., filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case No. 10-16177). Tiffany D. Payne, Esq., Elizabeth A. Green, Esq., and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando Fla., represent the Debtors as counsel. In its schedules, the Debtor disclosed $155,100,767 in assets and $310,897,452 in liabilities. IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16189) on Sept. 10, 2010. The Debtor disclosed total assets of $9,230,309, and total liabilities of $7,265,160. The Official Committee of Unsecured Creditors in the Chapter 11 cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a shareholder, and Bush Ross, P.A. as its general counsel. JACOBS FINANCIAL: Delays Filing of Feb. 28 Quarterly Report ----------------------------------------------------------- Jacobs Financial Group, Inc., informed the U.S. Securities and Exchange Commission that it was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to allow its accountants to complete their review of the Company's financial statements for the period ended Feb. 28, 2011, before the required filing date for the subject Quarterly Report on Form 10-Q. The Company intends to file the subject Quarterly Report on Form 10-Q on or before the fifth calendar day following the prescribed due date. About Jacobs Financial Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. The Company's balance sheet at Nov. 30, 2010, showed $7.98 million in total assets, $12.78 million in total liabilities, $3.07 million in Series A preferred stock, and a $7.36 million stockholders' deficit. As reported in the Troubled Company Reporter on Sept. 17, 2010, Malin, Bergquist & Company, LLP, in Pittsburgh, Pa., expressed substantial doubt about Jacobs Financial's ability to continue as a going concern, following the Company's results for the fiscal year ended May 31, 2010. The independent auditors noted of the Company's significant net working capital deficit and operating losses. JEFFERSON COUNTY: Suit Against JPMorgan May Proceed, Court Says --------------------------------------------------------------- Martin Z. Braun at Bloomberg News reports that Jefferson County may proceed with a lawsuit against JPMorgan Chase & Co. and two former bankers that claims the New York-based bank defrauded the county with a risky financing of more than $3 billion of sewer debt, the Alabama Supreme Court ruled. The justices said a trial court has jurisdiction over the case, denying a petition by JPMorgan and its bankers Charles LeCroy and Douglas MacFaddin. Bloomberg recounts that Jefferson County sued JPMorgan in November 2009, saying JPMorgan and the bankers enticed it to convert fixed- rate debt to more risky floating-rate bonds layered with derivatives. The bank paid millions to close friends of former county commissioners to get the deals, the suit says. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. It ended its 2006 fiscal year with a $42.6 million general fund balance, according to Standard & Poor's. Jefferson County is trying to restructure $3.2 billion in sewer debt. A bankruptcy by Jefferson County stands to be the largest municipal bankruptcy in U.S. history. It could beat the record of $1.7 billion set by Orange County, California in 1994. In September 2010, Alabama Circuit Court Judge Albert Johnson named John S. Young Jr. LLC as receiver for the sewer system. JOHN MCMONIGLE: Files for Chapter 7 Bankruptcy Protection --------------------------------------------------------- Churm Media reports that John McMonigle, a Newport Beach-based luxury real estate agent, has filed an individual petition for Chapter 7 bankruptcy. The McMonigle Group Inc., however, did not file for bankruptcy. According to the report, Mr. McMonigle has between $1 million and $10 million in assets and debt between $50 and $100 million. Meanwhile, construction on the massive Villa del Lago estate in Newport Coast, which McMonigle is building, reportedly is stalled due to lender problems. The property is currently valued at $37 million - a far cry from an earlier price tag of $87 million. The report says four McMonigle projects have received default notices; the Villa del Lago estate and McMonigle Group headquarters are among them. JOSEPH-BETH BOOKSELLERS: To Auction Stores Today ------------------------------------------------ Fredericksburg.com reports that a bankruptcy auction is scheduled for Joseph-Beth Booksellers on Wednesday at 10 a.m. Bidders will be vying for Joseph-Beth's stores and assets in Lexington, Cincinnati, Cleveland, Memphis and Spotsylvania. Bidders are expected to include liquidators, Joseph-Beth co-founder Neil Van Uum, and Barnes & Noble. About Joseph-Beth Booksellers Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated seven bookstores and bookstore-cafes in Kentucky, Ohio, Pennsylvania, North Carolina, and Virginia. The Company filed for Chapter 11 protection on Nov. 11, 2010 (Bankr. E.D. Ky. Case No. 10-53594). The case is jointly administered with JB Booksellers, Inc., (Bankr. Case No. 10-53593). Ellen Arvin Kennedy, Esq., at Dinsmore & Shohl, represents the Debtor. The Debtor disclosed assets of $15,941,680 and liabilities of $18,501,989 as of the Chapter 11 filing. Lowenstein Sandler PC and Frost Brown Todd LLC, serve as co- counsels for Official Committee of Unsecured Creditors. Traxi LLC, serves as financial advisor to the Committee. KH FUNDING: Committee Wants Pachulski Stang as Counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors of KH Funding Company's Chapter 11 case seeks authority from the U.S. Bankruptcy Court for the District of Maryland to retain Pachulski Stang Ziehl & Jones LLP as counsel nunc pro tunc to Jan. 31, 2011. The principal attorneys and paralegals designated to represent the Committee and their standard hourly rates are: Bradford J. Sandler, Esq. $650 Michael R. Seidl, Esq. $595 Peter J. Keane, Esq. $345 Lynzy Oberholzer (paralegal) $245 The Debtor will also reimburse Pachulski Stang's necessary out-of- pocket expenses. Mr. Sandler certifies that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About KH Funding Company Silver Spring, Maryland-based KH Funding Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com -- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Debtor's Official Committee of Unsecured Creditors. The Debtor estimated its assets and debts at $10 million to $50 million. LEHMAN BROTHERS: To Sell Stake in Real Estate Projects ------------------------------------------------------ Lehman Brothers Holdings Inc.'s is preparing to put its equity stake in about 10 real estate projects on the block, Anton Troianovski at The Wall Street Journal reported, citing people familiar with the matter. The move came as real-estate development begins to stir in a few markets, the report said. The report added that the buyer of Lehman's stakes also likely would step into the investment bank's old role as LCOR's financial partner in future developments, these people said. The makeup of the package being sold by Lehman isn't yet clear, and neither is the estimated price the package will fetch, the Journal said. Representatives of Lehman and LCOR declined to comment. The report said the bankrupt estate's preliminary plans to put the package on the block now reflect the heightened interest among lenders and investors for new construction in key markets like New York and Washington, especially in the apartment sector. The report noted that apartment landlord Archstone, an entity part-owned by the Lehman estate, and Houston developer Hines broke ground on a long-delayed, $700 million mixed-use project in downtown Washington after securing equity financing from the real-estate arm of the Qatari Investment Authority. The planned sale also comes as the Lehman estate steps up its effort to sell the bankrupt investment bank's huge portfolio of commercial real estate, the Journal related. "We would expect, over the next six to 12 months, to have a much more aggressive disposition strategy, particularly on the strategic real-estate assets," Bryan Marsal, Lehman's chief executive, said in bankruptcy court on Jan. 13, according to a transcript. "You're going to see some major transactions coming before this court." LCOR, a developer based in Berwyn, Pa., for years partnered with Lehman on about 30 projects, from Terminal 4 at New York's John F. Kennedy International Airport to the $850 million mixed-use project at the White Flint Metrorail station in Washington's Maryland suburbs, the Journal related. After Lehman's collapse in 2008, the investment bank continued to invest in some of LCOR's projects to keep construction going and preserve value for creditors, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVI STRAUSS: Stockholders Elect Four Class 1 Directors ------------------------------------------------------- The stockholders of Levi Strauss & Co., acting by unanimous written consent through the voting trustees, elected four Class I directors, all of whom will continue in office until the earlier of the Annual Stockholders Meeting to be held in 2014 or until their successors are elected and have qualified. Those directors are Fernando Aguirre, Robert D. Haas, Leon J. Level and Stephen C. Neal. No other matters were brought to a vote. About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. The Company reported net income of $149.44 million on $4.33 billion of net sales for the year ended Nov. 28, 2010, compared with net income of $150.71 million on $4.02 billion of net sales for the year ended Nov. 29, 2009. The Company's balance sheet at Nov. 28, 2010 showed $3.14 billion in total assets, $3.34 billion in total liabilities, and a $208.80 million stockholders' deficit. * * * The Company carries a 'B+' corporate credit rating from Standard & Poor's, a 'B1' corporate family rating from Moody's Investors Service and a 'BB-' issuer default rating from Fitch Ratings. As reported by the TCR on March 24, 2011, Fitch Ratings has downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+' from 'BB-'. The downgrade of the IDR reflects Levi's soft operating trends and margin compression, continued high financial leverage, and Fitch's expectation that Levi's financial profile will not show meaningful improvement in the next one to two years. LOCATION BASED TECHNOLOGIES: Has $3.2MM Loss in Feb. 28 Qtr. ------------------------------------------------------------ Location Based Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $3.20 million on $2,895 of total net revenue for the three months ended Feb. 28, 2011, compared with a net loss of $1.93 million on $3,826 of total net revenue for the same period during the prior year. The Company also reported a net loss of $4.08 million on $4,867 of total net revenue for the six months ended Feb. 28, 2011, compared with a net loss of $4.24 million on $57,126 of total net revenue for the same period during the prior year. The Company's balance sheet at Feb. 28, 2011, showed $1.75 million in total assets, $6.96 million in total liabilities, and a $5.21 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://is.gd/k6mkrn About Location Based Technologies Headquartered in Irvine, Calif., Location Based Technologies, Inc. (OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs, develops, and sells personal, pet, and vehicle locator devices and services. As reported in the Troubled Company Reporter on Dec. 22, 2010, Comiskey & Company, in Denver, Colo., expressed substantial doubt about Location Based Technologies' ability to continue as a going concern following its results for the fiscal year ended August 31, 2010. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $28,800,000 and a working capital deficit in excess of $5,900,000. LOWER BUCKS: Has Until May 9 to File Chapter 11 Plan ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has further extended the period within which Lower Bucks Hospital can file a Chapter 11 plan of reorganization until May 9, 2011, and solicit acceptances of that plan until July 8, 2011. About Lower Bucks Hospital Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit hospital based in Bristol, Pennsylvania. The Hospital is currently licensed to operate 183 beds. Together with affiliates Advanced Primary Care Physicians and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre campus with several medical facilities. The Hospital's emergency room serves approximately 30,000 patients annually. For the fiscal year ending June 30, 2009, Lower Bucks had $114 million in consolidated revenues. The Hospital filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 10-10239) on Jan. 13, 2010. The Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced Primary Care Physicians also filed Chapter 11 petitions. Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist the Hospital in its restructuring effort. Donlin, Recano & Company, Inc., is the Hospital's claims and notice agent. The Hospital estimated $50 million to $100 million in assets and $50 million to $100 million in liabilities as of the Chapter 11 filing. LOWER BUCKS: Wants Zelenkofske Axelrod to Provide Tax Services -------------------------------------------------------------- Lower Bucks Hospital seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Zelenkofske Axelrod LLC to provide non-bankruptcy related tax preparation services for the tax year ended June 30, 2010. The Debtors will pay Zelenkofske Axelrod a $16,390 fixed fee for the engagement. Richard Carlin, a member of Zelenkofske Axelrod, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Lower Bucks Hospital Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit hospital based in Bristol, Pennsylvania. The Hospital is currently licensed to operate 183 beds. Together with affiliates Advanced Primary Care Physicians and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre campus with several medical facilities. The Hospital's emergency room serves approximately 30,000 patients annually. For the fiscal year ending June 30, 2009, Lower Bucks had $114 million in consolidated revenues. The Hospital filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 10-10239) on Jan. 13, 2010. The Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced Primary Care Physicians also filed Chapter 11 petitions. Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist the Hospital in its restructuring effort. Donlin, Recano & Company, Inc., is the Hospital's claims and notice agent. The Hospital estimated $50 million to $100 million in assets and $50 million to $100 million in liabilities as of the Chapter 11 filing. MARONDA HOMES: Files for Bankruptcy in Pennsylvania --------------------------------------------------- Maronda Homes Inc., a residential developer based in western Pennsylvania, along with affiliates, filed for Chapter 11 bankruptcy (Bankr. W.D. Pa. Case No. 11-22418). Maronda Homes, citing its inability to renegotiate credit terms, estimated assets of $100 million to $500 million and debts of $50 million to $100 million. The Debtors owe $98 million on a bank debt, with the lenders secured by mortgages on properties of the Debtors and affiliates. Maronda, a family-owned business, has been building homes since 1972. It has more than 100 employees. Maronda, based in Clinton, Pennsylvania, near Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and Kentucky. According to a court filing, the appraisals of the properties indicate an aggregate retail value of the mortgaged real estate of $152 million; more than $50 million above the totality of amounts due to the lenders. According to a court filing, "Like every home builder in the United States, Maronda suffered a serious downturn in its business when the mortgage lending crisis rippled through the home construction industry beginning in 2007-2008. Unlike many other home builders which did not survive, however, Maronda was able to weather the consequences of the industry downturn by aggressively managing and reducing its expenses and overhead, consolidating office locations, implementing work force reductions and by substantially adjusting its building and marketing plans. By virtue of these actions, Maronda's business has survived and begun to show signs of improvement: March 2011 was the best sales month for Maronda since the 2009 federally subsidized buyer tax credit expired." Pursuit of Revised Credit Agreement Beginning in mid-2009, Maronda and the lead institutions, Bank of America and Wells Fargo, had discussions regarding the terms of a revised credit facility. Maronda said that despite its unblemished payment history, its prompt action to substantially reduce operating costs and prior repayments that reduced Maronda's bank debt by more than half, the Lenders nonetheless insisted on a new credit agreement that would substantially increase interest rates and require substantial collateral in the form of mortgages on real estate owned and under development. Maronda continued, "After the Credit Agreement was executed and as the initial stages of mortgage documentation process proceeded, disputes arose between Maronda and the Lenders, and it became increasingly apparent to Maronda that the Lenders were refusing to honor promises they had made, were being completely inflexible about the mortgaging process and were making requests that were neither reasonable nor required by the Credit Agreement." Maronda said that Bank of America, the agent, reported that 13 of the 14 banks comprising the Lender Group had agreed to the proposed changes, but combined that report with the "bad news" that one bank -- Huntington Bank -- which represented just 6.7% of the amounts loaned by the Lender Group refused to agree. "Given the situation with the lenders, the resulting liquidity, absence of credit availability and threatened foreclosure of its assets would lead inevitably to Maronda's inability to pay its debts as they become due," Maronda also said in court papers. "Thus debtors were left with no option except to commence these bankruptcy proceedings." Cash Collateral The Debtors are seeking approval from the bankruptcy court to use cash collateral. Joseph F. McDonough, Esq., at Manion McDonough & Lucas, P.C., counsel to the Debtors, said the Debtors do not have access to unsecured credit, with or without an administrative priority, that will allow them to fund their continuing operations. He said, among other things, that the Debtors have continued to pay all of their creditors in full and on time, meaning that they have not built up any reserves as could have occurred by delaying payments. He added that the Debtors are already substantially indebted to their parent company Maronda, Inc. which is not in a position to provide further funding beyond the $7.7 million already provided during the past six months. MARONDA HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Maronda Homes, Inc. 1383 State Route 30 Clinton, PA 15026 Tel: (412) 788-7400 Bankruptcy Case No.: 11-22418 Chapter 11 Petition Date: April 18, 2011 Court: U.S. Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Judith K. Fitzgerald Debtor's Counsel: Joseph F. McDonough, Esq. MANION MCDONOUGH & LUCAS USX Tower, Grant Street, Suite 1414 Pittsburgh, PA 15219 Tel: (412) 232-2000 Fax: (412) 232-0206 E-mail: jmcdonough@mmlpc.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Ronald W. Wolf, president/CEO. Affiliates that simultaneously filed separate Chapter 11 petitions on April 18, 2011: Debtor Case No. ------ -------- Maronda Homes, Inc. of Ohio 11-22422 Maronda Homes of Cincinnati, LLC 11-22424 Maronda Homes, Inc.'s List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gexpro Trade Debt $147,088 P.O. Box 100275 Atlanta, GA 30384 RI Lampus Company Trade Debt $99,597 816 RI Lampus Avenue Springdale, PA 15144 Nicklas Supply Trade Debt $72,133 P.O. Box 1730 Cranberry Township, PA 16066 SP Floors, LLC Trade Debt $68,432 Auen, Inc. Trade Debt $65,816 McClure-Johnston Co. Trade Debt $45,059 Ohio Valley Building Products Trade Debt $31,843 Peirce-Phelps, Inc. Trade Debt $30,460 Masco Builder Cabinet Group Trade Debt $28,082 PG Publishing Company Trade Debt $27,454 JJ Kennedy Inc. Trade Debt $24,845 Quality Stone V Trade Debt $22,549 General Electric Co. Trade Debt $19,506 Lutz, Kirk Trade Debt $17,958 Tresco Concrete Products Trade Debt $13,422 Reiser, Bryan J. Trade Debt $12,789 Wade Heating & Cooling Trade Debt $11,568 LNJ Steel Framing System Trade Debt $11,414 Kolar's Excavation LLC Trade Debt $10,797 Sieminski, Gregory Trade Debt $9,599 MAYFAIR BAGELS: Blames Bankruptcy on Poor Sales, Rising Costs ------------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that Mayfair Bagels Inc. President Jeffrey Grossfeld blamed his company's bankruptcy filing on stagnant sales and the increasing costs of raw materials such as flour. Ms. Stech relates that in the days leading up to its bankruptcy filing, the company went after customers who have discerning religious tastes. She reports that Rabbi Asher Schechter has certified the kitchens at the chain's dozen or so stores as kosher, according to a letter dated April 1 on its Web site. The notice declares its bagels, rolls, challahs and challah rolls as parve, which means they weren't prepared with meat or dairy products but can be eaten with both meat and dairy meals. Kosher kitchen areas are also blessed by a rabbi. Mayfair Bagels, Inc., dba Bagel Boss, in Commack, New York, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 11-72522) on April 13, 2011, Judge Robert E. Grossman presiding. Gary C. Fischoff, Esq., at Steinberg, Fineo, Berger & Fischoff, serve as the Debtor's counsel. In its petition, the Debtor listed $48,520 in assets and $1,184,383 in liabilities. Affiliate Catering Boss, Inc., filed a separate petition (Bankr. E.D.N.Y. Case No. 11-72521) on April 13. MCMONIGLE GROUP: Owner Files Ch. 7; Project Stalled --------------------------------------------------- Churm Media reports that John McMonigle, a Newport Beach-based luxury real estate agent, has filed an individual petition for Chapter 7 bankruptcy. The McMonigle Group Inc., however, did not file for bankruptcy. According to the report, Mr. McMonigle has between $1 million and $10 million in assets and debt between $50 and $100 million. Meanwhile, construction on the massive Villa del Lago estate in Newport Coast, which McMonigle is building, reportedly is stalled due to lender problems. The property is currently valued at $37 million - a far cry from an earlier price tag of $87 million. The report says four McMonigle projects have received default notices; the Villa del Lago estate and McMonigle Group headquarters are among them. MK NETWORK: Stipulates Case Dismissal to Resolve Debt Disputes -------------------------------------------------------------- Judge Sean H. Lane authorized MK Networks, LLC and its debtor affiliates to enter into a binding term sheet, which memorializes global agreements on the Debtors' Chapter 11 cases and the disposition of the Debtors' prepetition collateral. The term sheet provides that the Debtors' Chapter 11 cases will be closed pursuant to Section 350(a) of the Bankruptcy Code and a final decree will be granted for the Debtors' chapter 11 cases. The Debtors executed the term sheet with Fifth Street Finance Corp. or "FSFC"; Triton Pacific Capital Partners LLC; MedKnowledge Investors, L.P. and MedKnowledge Investors II, L.P.; Erica Keleher, and Michael Keleher, in their individual capacities. Upon review, the Keleher Family Irrevocable Trust u/a 6/19/08 and The Customer Link, Inc. aver that they agree to the terms of the parties' agreement. FSFC is the Debtors' pre-bankruptcy lender. To secure their debt, the Debtors granted to FSFC a lien on all of their assets. Such property and all cash and non-cash proceeds are referred to as the prepetition collateral. When the Debtors filed for bankruptcy, they owed FSFC $16,144,140 in loan obligations plus interest and fees. The term sheet further provides that the Debtors will surrender to FSFC peaceful possession of the Prepetition Collateral to be set from time to time on a list or lists to be prepared by FSFC in its sole discretion, wherever located. The Debtors are only allowed to retain in their account at People's Bank these amounts: -- $50,000 for the reasonable fees incurred by Lowenstein Sandler PC and JH Cohn LLP in connection with the Debtors' cases -- $5,850 for fees due under 28 U.S.C. Section 1930 during the pendency of the Chapter 11 cases -- $1,000 for the renewal of the Debtors' insurance policy issued by Continental Casualty Company The Parties will also exchange mutual releases. 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. MMI GENOMICS: Court Convenes Hearing on Case Conversion Today ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing today, April 20, 2011, at 10:30 a.m., to consider the request of MetaMorphix, Inc., and MMI Genomics, Inc., to convert their cases into to Chapter 7 of the Bankruptcy Code. The Debtors explained that they have no assets with which they can facilitate a Chapter 11 reorganization. The Debtors related that the closing of the sale of substantially all of their assets of the Debtors occurred on March 18. The Debtors sold their assets to Branhaven LLC, the collateral agent to the holders of 12.5% Notes. Roberta A. DeAngelis, the U.S. Trustee for Region 3, asked that the Court deny the Debtors' motion to convert their cases if the proposed form of order is not modified. The U.S. Trustee asked that Debtors' proposed form of order must include (i) language with respect to the Debtors' obligations under Fed. R. Bankr. P. 1019, and (ii) language requiring a representative of the Debtors to appear at the first meeting of creditors held after entry of the conversion order The Debtors are represented by: Adam Hiller, Esq. Donna L. Harris, Esq. Kevin M. Capuzzi, Esq. 1220 North Market Street, Suite 950 Wilmington, DE 19801 Tel: (302) 504-1497 Fax: (302) 442-7046 The U.S. Trustee is represented by: Jane M. Leamy, Esq. J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 About MMI Genomics Inc. Calverton, Maryland-based MMI Genomics Inc. applies genomics technologies to develop livestock and companion animal products that enhance animal health. It filed for Chapter 11 bankruptcy protection on November 18, 2010 (Bankr. D. Del. Case No. 10- 13775). Adam Hiller, Esq., at Pinckney, Harris & Weidinger, LLC, assists the Debtor in its restructuring effort. MMi Genomics disclosed $1,283,786 in assets and $10,854,750 in liabilities as of the Chapter 11 filing. Affiliate MetaMorphix, Inc. (Bankr. D. Del. Case No. 10-10273), filed a separate Chapter 11 petition on January 28, 2010. On Dec. 9, 2010, the U.S. Trustee for Region 3 appointed these persons to the Official Committee of Unsecured Creditors in the Debtors' cases (1) Haussler Office Park, LLC; (2) Qiagen, Inc.; and (3) Mr. John Van Valer. The Committee retained Klehr Harrison Harvey Branzburg LLP as its Counsel. MOLECULAR INSIGHT: Court Extends Lease Decision Pd. to July 7 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, has extended the deadline by which Molecular Insight Pharmaceuticals, Inc. must assume or reject its unexpired leases to the earlier of the date of entry of an order confirming its Chapter 11 plan and July 7, 2011. About Molecular Insight Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company that provides services on the detection and treatment of various forms of cancer and other life-threatening diseases. The Debtor disclosed $36,453,000 in total assets and $198,829,000 in total debts as of Sept. 30, 2010. Molecular Insight filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010. Kramer Levin Naftalis & Franklin LLP serves as the Debtor's lead bankruptcy counsel. Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, serves as the Debtor's local Massachusetts counsel. Foley & Lardner LLP is the Debtor's special counsel. Tatum LLC, a division of SFN Professional Services LLC, is the Debtor's financial consultant. Omni Management Group, LLC, is the claims, and balloting agent. MOLECULAR INSIGHT: Court to Hold Confirmation Hearing on May 5 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts found the disclosure statement with respect to the First Amended Chapter 11 Plan of Reorganization of Molecular Insight Pharmaceuticals, Inc. Pursuant to Section 1125 of the Bankruptcy Code and Rule 3017(b) of the Federal Rules of Bankruptcy Procedure, the Disclosure Statement, as amended to comport with any changes approved on the Disclosure Statement hearing held on March 23, 2011, is approved as containing adequate information within the meaning of Section 1125, the bankruptcy judge held. To the extent not withdrawn, settled, or resolved, all objections to the Debtor's motion approving the Disclosure Statement and the Disclosure Statement are overruled, the Court ruled. In order to be counted as a vote to accept or reject the Plan, a ballot or master ballot must be properly executed, completed and delivered to the solicitation agent no later than 5:00 p.m. on April 25, 2011. The bankruptcy judge will consider confirmation of the Plan on May 5, 2011 at 10:00 a.m. in Boston, Massachusetts. Any objection to confirmation of the Plan must be filed and served on or before 4:30 p.m. on April 25, 2011. The Debtor filed with the Court an Amended Disclosure Statement and Plan to reflect changes approved on the Disclosure Statement Hearing and the confirmation timeline. The Amended Plan was developed after extensive negotiations between the Debtor and an informal group of holders of the Debtor's senior floating rate bonds due 2012 and is being filed as an amendment to the Debtors' original Plan of Reorganization. While the Original Plan provided for, among other things, a $45,000,000 contribution of new equity by Savitr and the distribution of up to $120,000,000 in newly issued bonds to holders of the Bonds, it did not have the Bondholders' support. As amended, the Plan now has the support of the Consenting Bondholders and provides for, among other things: (i) $40,000,000 of new capital, to be raised through an exit facility that will be funded by certain of the Consenting Bondholders and affiliate entities of certain of the Consenting Bondholders; (ii) the conversion of the Bonds into 100% of the new equity in the post-Effective Date reorganized Debtor; (iii) the payment of a pro rata share of $500,000 in cash to holders of allowed general unsecured claims; and (iv) the cancellation of existing equity interests. Under the Amended Plan, Class 1 Other Priority Claims and Class 2 Other Secured Claims are unimpaired and deemed to accept the Plan. Class 3 Secured Bond Claims and Class 4 General Unsecured Claims are impaired and are entitled to vote on the Plan. Class 5 Section 510(b) and Class 6 Other Molecular Insight Equity are impaired and deemed to reject the Plan. Full-text copies of the First Amended Plan and Disclosure Statement dated March 23, 2011, are available for free at: http://bankrupt.com/misc/MolecularInsight_1stAmDS.pdf http://bankrupt.com/misc/MolecularInsight_1stAmPlan.pdf The Debtor filed with the Court on March 7, 2011, a First Amended Plan of Reorganization and accompanying Disclosure Statement, full-text copies of which are available for free at: http://bankrupt.com/misc/MolecularInsight_Mar7DS.pdf http://bankrupt.com/misc/MolecularInsight_Mar7DS.pdf About Molecular Insight Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company that provides services on the detection and treatment of various forms of cancer and other life-threatening diseases. The Debtor disclosed $36,453,000 in total assets and $198,829,000 in total debts as of Sept. 30, 2010. Molecular Insight filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010. Kramer Levin Naftalis & Franklin LLP serves as the Debtor's lead bankruptcy counsel. Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, serves as the Debtor's local Massachusetts counsel. Foley & Lardner LLP is the Debtor's special counsel. Tatum LLC, a division of SFN Professional Services LLC, is the Debtor's financial consultant. Omni Management Group, LLC, is the claims, and balloting agent. MONTGOMERY REALTY: Court Enters Final Decree Closing Ch. 11 Case ---------------------------------------------------------------- Montgomery Realty Group, Inc. sought and obtained from Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California a final decree closing its Chapter 11 case. As reported by The Troubled Company Reporter on August 30, 2011, the Debtor obtained confirmation of its Plan of Reorganization, which provides for the restructuring of the debts encumbering two continuing properties, a surrender of the Glen Oaks Apartments to its secured creditors, and for payment of all other claims against the Debtor. Based in San Francisco, Montgomery Realty Group, Inc. filed for Chapter 11 relief on July 6, 2009 (Bankr. C.D. Calif. Case No. 09-31879). Montgomery leases and operates improved properties. Michael St. James, Esq., at St. James Law, represents the Debtor as counsel. In its petition, the Debtor estimated between $10 million and $50 million each in assets and debts. MORITZ WALK: Green Bank Fails in 2nd Attempt for Stay Relief ------------------------------------------------------------ Bankruptcy Judge Letitia Z. Paul declined a supplemental request by Green Bank, N.A. for relief from the automatic stay in the bankruptcy case of Moritz Walk, LP. Green Bank first sought stay relief in January. In her March 3, 2011 Memorandum Opinion, Judge Paul conditioned the stay on the Debtor's filing of a plan by April 15 and obtaining confirmation by July 11. In its supplemental request, Green Bank asserts that, with more than 90 days having passed since the Petition Date, the Debtor has not filed a plan that has a reasonable possibility of being confirmed within a reasonable time, and the Debtor has not commenced monthly payments in an amount equal to interest at the applicable nondefault contract rate of interest. The Debtor contends that the Court's ruling conditioning the stay on filing of a plan by April 15 extended the time contained in Section 362(d)(3) of the Bankruptcy Code. According to Judge Paul, the March 3 ruling was silent as to its effect on Section 362(d)(3). "It is a plausible construction that the deadline was extended, and also a plausible construction that the deadline was not extended. In light of the short time between 90 days after the petition date (March 6, 2011) and the date by which Debtor was ordered to file a plan in order to comply with Section 362(d)(1) (April 15, 2011), the court will not lift the stay in the instant case," Judge Paul said. A copy of Judge Paul's April 15, 2011 Memorandum Opinion is available at http://is.gd/Ov9qsRfrom Leagle.com. Based in Houston, Texas, Moritz Walk, L.P., filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10-41069) on Dec. 6, 2010, represented by James B. Jameson, Esq. -- jbjameson@jamesonlaw.net -- at James B. Jameson & Associates. The Debtor scheduled assets of $3,660,160 and debts of $3,392,181. The Debtor indicated in its Chapter 11 petition that it is a single asset real estate entity. NATIONAL AUTOMATION: Incurs $2.88 Million Net Loss in 2010 ---------------------------------------------------------- National Automation Services, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $2.88 million on $1.95 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $4.88 million on $3.74 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $859,679 in total assets, $6.97 million in total liabilities and a $6.11 million total stockholders' deficit. Lynda R. Keeton CPA, LLC, in Henderson, NV, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has working capital deficiencies and continued net losses. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/6asO1b About National Automation Henderson, Nev.-based National Automation Services, Inc. (Pinksheets: NASV) -- http://www.nasautomation.com/-- is a holding company formed to acquire and operate specialized automation control companies located in the Southwestern United States. Currently, the Company owns 100% of the capital stock of two operating subsidiaries: (1) Intuitive Solutions, Inc., a Nevada corporation, based in Henderson, Nevada, and (2) Intecon, Inc., an Arizona corporation, based in Tempe, Arizona. NATURAL PRODUCTS: Judge Refuses Centerview's $10-Mil. Claim ----------------------------------------------------------- Samuel Howard at Bankruptcy Law360 reports that Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware on Friday refused Centerview Partners LLC's bid for a declaration that reorganized Natural Products Group LLC never terminated a marketing agreement that allegedly entitles Centerview to $10 million. Wilmington, Delaware-based Natural Products Group, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10- 10239) on Jan. 27, 2010. Eric Michael Sutty, Esq.; Jeffrey M. Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild LLP, assist the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.; Levlad Intermediate Holdco, Inc.; Arbonne International, LLC; Levlad, LLC; Arbonne Institute of Research and Development, LLC; Arbonne International Holdings, Inc.; and Arbonne International Distribution, Inc. -- filed separate Chapter 11 bankruptcy petitions. NCO GROUP: Plans to Sell $365 Million of Senior Notes ----------------------------------------------------- NCO Group, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement regarding its offering of $165,000,000 Floating Rate Senior Notes due 2013 $200,000,000 11.875% Senior Subordinated Notes due 2014. The floating rate senior notes due 2013 were issued in exchange for the floating rate senior notes due 2013 originally issued on Nov. 15, 2006. The 11.875% senior subordinated notes due 2014 were issued in exchange for the 11.875% senior subordinated notes due 2014 originally issued on Nov. 15, 2006. The senior notes bear interest at a floating rate equal to LIBOR plus 4.875% per annum, quarterly in arrears. Interest on the senior notes is paid quarterly in arrears on each February 15, May 15, August 15 and November 15. The senior notes will mature on Nov. 15, 2013. The senior subordinated notes bear interest at 11.875% per annum, semi-annually in arrears. Interest on the senior subordinated notes is paid semi-annually in arrears each May 15 and November 15. The senior subordinated notes will mature on Nov. 15, 2014. The Company may redeem any of the senior notes or the senior subordinated notes. The current redemption price of the senior notes is 100% of their principal amount, plus accrued interest. The current redemption price of the senior subordinated notes is 105.938% of their principal amount, plus accrued interest. The redemption price of the senior subordinated notes will adjust to 102.969% of their principal amount after Nov. 15, 2011, and to 100% of their principal amount after Nov. 15, 2012, in each case plus accrued interest. There is no mandatory redemption or sinking fund payments with respect to the notes. The senior notes are unsecured and rank equally with any unsecured senior indebtedness the Company incurs and the senior subordinated notes are unsecured and are subordinated in right of payment to all of the Company's existing and future senior indebtedness, including obligations under the senior notes and the Company's senior credit facility. The notes are also effectively junior to the Company's secured indebtedness to the extent of the assets securing that indebtedness, including obligations under the Company's senior credit facility. All of the Company's wholly- owned domestic subsidiaries that guarantee the Company's obligations under the senior credit facility have guaranteed the notes. The guarantees with respect to the senior notes are unsecured and rank equally with any unsecured senior indebtedness of the guarantors and the guarantees with respect to the senior subordinated notes are unsecured and are subordinated to all existing and future senior obligations of the guarantors, including each guarantor's guarantee of our obligations under the senior notes and our senior credit facility. The guarantees are also effectively junior to all of the secured indebtedness of the guarantors, including obligations under the Company's senior credit facility, to the extent of the assets securing that indebtedness. The notes are also effectively subordinated to all liabilities, including trade payables, of each of the Company's foreign subsidiaries and the Company's domestic subsidiaries that do not guarantee the notes. The prospectus has been prepared for and may be used by J.P. Morgan Securities LLC in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. J.P. Morgan Securities LLC may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. The Company will not receive any proceeds from such sales. A full-text copy of the Form S-1 prospectus is available at no charge at http://is.gd/pJNXHs 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. The Company reported a net loss of $155.71 million on $1.60 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $88.14 million on $1.58 billion of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.23 billion in total assets, $1.15 billion in total liabilities, and $86.92 million in total stockholders' equity. NEW STREAM: U.S. Trustee Forms Creditors' Committee --------------------------------------------------- Roberta A. Deangelis, the U.S. Trustee for Region 3, appointed these persons to the Official Committee of Unsecured Creditors in the Chapter 11 cases of New Stream Secured Capital, Inc. and its debtor affiliates: 1. Banco Nominees (Guernsey) Limited c/o Consulta Limited Attn: Matthew Ridley, 20 St. James Street London, England SWIA IES Tel No.: 44-207-7766-5400 Fax No.: 44-207-7766-5450 2. SPAR (2004) LP Attn: Philip Siller 43 Hillcrest Drive Toronto Canada M6G 2E2 Tel No.: 416-364-7707 Fax No.: 416-364-7737 3. ZCALL, LLC Attn: Joseph Umbach 250 Royal Palm Way, Suite 210 Palm Beach FL 33480 Tel No.: 561-805-9825 Fax No.: 561-805-5360 About New Stream New Stream is an inter-related group of companies that collectively comprise an investment fund, headquartered in Ridgefield, Connecticut. Founded in 2002, New Stream focuses on providing non-traded private debt to the insurance, real estate and commercial finance sectors. On March 7, 2011, when New Stream was still soliciting votes on the Chapter 11 plan, certain investors filed a petition (Bankr. D. Del. Lead Case No. 11-10690) seeking to force three new stream funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy. The petitioning investors in the New Stream investment enterprise say they are collectively owed over $90 million, representing roughly 28% of the approximately $320 million owed to all U.S. and Cayman investors. The Petitioners are represented by (i) Joseph H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York. New Stream Secured Capital, Inc., and three affiliates (New Stream Insurance, LLC, New Stream Capital, LLC, and New Stream Secured Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-10753) on March 13, 2011, with a proposed prepackaged Chapter 11 plan. Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J. Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP, serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. NSSC, Inc., estimated its assets and debts at up to $50,000. NSC estimated its assets at $100,000 to $500,000 and debts at $50,000 to $100,000. NSI estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. NSSC, LP, estimated its assets and debts at $500 million to $1 billion. NSI's insurance portfolio is being sold for $184.35 million as part of the Chapter 11 plan. The aggregate indebtedness secured by the investment portfolio of NSSC is $688,412,974. NSI owes $81,573,376 to certain account classes under a Bermuda fund. NEW STREAM: Seeks to Employ Reed Smith as Counsel ------------------------------------------------- New Stream Secured Capital, Inc. and its debtor affiliates seek the U.S. Bankruptcy Court for the District of Delaware's permission to employ Reed Smith LLP as their counsel, nunc pro tunc to the Petition Date. As the Debtors' counsel, Reed Smith will: (a) advise the Debtors of their rights, powers and duties as debtors-in-possession; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf: the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors' estates; (c) represent the Debtors in meeting with their creditor, including attendance at meetings convened by the United States Trustee pursuant to Section 341(a) of the Bankruptcy Code; (d) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; and (e) perform all other necessary legal services in connection with the Debtors' Chapter 11 cases. The Debtors will pay Reed Smith's professionals according to their customary hourly rates: Partners Rate per Hour -------- ------------- Scott M. Esterbrook $522 Lance Gotthoffer $752 Amy J Greer $565 Kurt F. Gwynne $616 Constantine Karides $697 Nicole H. Kolhoff $586 Scott W. Reid $714 Carolyn H. Rosenberg $752 Duane F. Sigelko $646 Wendy H. Schwartz $629 Mark D. Silverschotz $782 Michael J Venditto $680 Associates Rate per Hour ---------- ------------- Nina V. Ayer $395 Aaron Bourke $340 L. Cory Falgowski $450 Casey D. Laffey $522 Kathleen A. Murphy $378 Michael A. Petrizzo $493 Timothy P. Reiley $297 Brian M. Schenker $348 Luke A. Sizemore $301 Cameron O. Van Tassell $340 Paralegals Rate per Hour ---------- ------------- Evan F. Jaffe $170 Lisa Lankford $187 John Lord $272 Reed Smith will also be reimbursed for expenses incurred. Scott M. Esterbrook, Esq., a member at Reed Smith -- sesterbrook@reedsmith.com -- discloses that his firm has connections with these parties-in-interest in matters unrelated to the Debtors' Chapter 11 cases: * Banco Nominees Guernsey * Guernoy Ltd. * KBC Inv. Ltd. REF ABL * MIO Partners, Inc. * Sciens Capital Management * Wilmington Trust Company Reed Smith also received from the Debtors from August 2010 through the Petition Date for services rendered and the payment of a retainer for $2,000,000, which is being held by Reed Smith as security for the payment of services rendered and to be rendered, in connection with the Debtors' bankruptcy cases. The Debtors propose that the monies paid to Reed Smith and not expended for prepetition services and disbursements be held by Reed Smith as security throughout the Chapter 11 cases until the firm's fees and expenses are awarded by final order of the Court and are payable to Reed Smith. Reed Smith is a "disinterested person" as that phrase is defined in Section 101 (14) of the Bankruptcy Code. About New Stream New Stream is an inter-related group of companies that collectively comprise an investment fund, headquartered in Ridgefield, Connecticut. Founded in 2002, New Stream focuses on providing non-traded private debt to the insurance, real estate and commercial finance sectors. On March 7, 2011, when New Stream was still soliciting votes on the Chapter 11 plan, certain investors filed a petition (Bankr. D. Del. Lead Case No. 11-10690) seeking to force three New Stream funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy. The petitioning investors in the New Stream investment enterprise say they are collectively owed over $90 million, representing roughly 28% of the approximately $320 million owed to all U.S. and Cayman investors. The Petitioners are represented by (i) Joseph H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York. New Stream Secured Capital, Inc., and three affiliates (New Stream Insurance, LLC, New Stream Capital, LLC, and New Stream Secured Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-10753) on March 13, 2011, with a proposed prepackaged Chapter 11 plan. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. NSSC, Inc., estimated its assets and debts at up to $50,000. NSC estimated its assets at $100,000 to $500,000 and debts at $50,000 to $100,000. NSI estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. NSSC, LP, estimated its assets and debts at $500 million to $1 billion. NSI's insurance portfolio is being sold for $184.35 million as part of the Chapter 11 plan. The aggregate indebtedness secured by the investment portfolio of NSSC is $688,412,974. NSI owes $81,573,376 to certain account classes under a Bermuda fund. NMT MEDICAL: Assigns All Assets for the Benefit of Creditors ------------------------------------------------------------ NMT Medical, Inc., announced on April 19, 2011, that, despite the Company's efforts to obtain additional financing and identify potential strategic transactions, it has failed to raise additional funds or enter into such strategic transaction and, therefore, it has entered into an Assignment for the Benefit of Creditors, effective immediately, in accordance with Massachusetts law. The purpose of the Assignment is to conclude the Company's operations and provide for an orderly liquidation of its assets. The Company previously disclosed that it did not have resources to sufficiently fund its continuing business operation and additional capital was required to remain a going concern, and the Company had been seeking strategic alternatives, including financings, recapitalization, sale or disposition of one or more corporate assets, a potential merger and/or a strategic business combination, with various third parties over the course of the past year. The Assignment is a common law business liquidation mechanism under Massachusetts law that is an alternative to a formal bankruptcy proceeding. Under the terms of the Assignment, the Company transferred all of its assets to an assignee for orderly liquidation and distribution of the proceeds to the Company's creditors. The designated assignee for the Company is Joseph F. Finn, Jr. For creditors and other affected parties of NMT Medical, Inc. all inquiries related to this action should be addressed to Joseph F. Finn, Jr. at Finn, Warnke and Gayton, 167 Worcester Street, Suite 201, Wellesley Hills, MA 02481 (781-237- 8840). Following the liquidation of the Company's assets and distribution of proceeds by the assignee, the Company does not expect that there will be any proceeds for distribution to the Company's stockholders. As part of the Assignment, the Company has terminated the employment of all of its employees. About NMT Medical Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) -- http://www.nmtmedical.com/-- is an advanced medical technology company that designs, develops, manufactures and markets proprietary implant technologies that allow interventional cardiologists to treat structural heart disease through minimally invasive, catheter-based procedures. The Company's balance sheet at Sept. 30, 2010, showed $7.78 million in total assets, $9.75 million in total liabilities, and a stockholders' deficit of $1.97 million. The Company has incurred losses from operations during each of the past two fiscal years and has experienced decreasing sales over those time periods. The Company also incurred a loss from operations of $10.71 million for the nine months ended Sept. 30, 2010. The Company has also had negative operating cash flows over the comparable periods, have approximately $3.40 million in cash, cash equivalents and marketable securities as of Sept. 30, 2010, and has an accumulated deficit of $59.21 million as of Sept. 30, 2010. NO FEAR: Seeks OK of New $3.5MM Loan Secured by Creditors --------------------------------------------------------- Dow Jones' DBR Small Cap reports that creditors of No Fear Retail Stores Inc. found a cheaper bankruptcy loan for the struggling teenage-apparel retailer, prompting company officials to ask the court to swap out an earlier proposal they had put forth. The new $3.5 million loan from an affiliate of private equity firm Gordon Brothers Group would help the company restock its bare shelves before the crucial summer spending season. In court papers filed Friday with the U.S. Bankruptcy Court in San Diego, the company asked for a quick approval of the money, which will help it "avoid immediately jeopardizing the prospects for a successful reorganization." DBR notes U.S. Bankruptcy Court Judge Margaret Mann had granted initial approval to an earlier proposal to borrow money from Hilco Brands and Infinity FS Brands. About No Fear Retail Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 11-02896) on Feb. 24, 2011. David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. NORTHERN BERKSHIRE: Misses $423,000 Bond Payment ------------------------------------------------ The Boston Business Journal's Craig M. Douglas reports that Northern Berkshire Healthcare missed a Feb. 15 debt-service payment of $423,000 on a troubled loan balance. Worse, according to the Boston Business Journal, Northern Berkshire no longer owns the properties intended to support that debt load. According to the Boston Business Journal, the missed debt-service payment was detailed in bond filings Thursday by BNY Mellon Corporate Trust Co. , which is the trustee assigned to collect and monitor payments on the Northern Berkshire bond issued in 1999. The report recounts that at origination, the bond proceeds totaled $18.1 million and were used to financed the acquisition of two health care facilities, the 180-bed Sweet Brook Care Centers and 70-unit Sweetwood Continuing Care Community, in New Jersey. The Boston Business Journal reports that a Northern Berkshire spokesman said the missed February payment was not "unanticipated," adding that the Sweetwood and Sweet Brook facilities were sold last year. The sale to DES Senior Care Holdings LLC of Delaware was for roughly $6 million, according to the report. "We are in proactive discussions with the majority bondholders surrounding the debt and are working collaboratively with them on the issue," wrote Northern Berkshire spokesman Paul Hopkins in an e-mail, the report says. Mr. Hopkins was unable to verify the remaining balance on the 1999 bond issue. O&S HOLDINGS: Lenders Foreclose on Louisiana Boardwalk ------------------------------------------------------ Lenders last week took control of the Louisiana Boardwalk, an outdoor mall in Bossier City, La. across the Red River from Shreveport, after no bidders came forward at a foreclosure auction, Dow Jones' DBR Small Cap reports, citing David Miller of the Bossier Parish Sheriff's Office. According to DBR, the roughly 500,000-square-foot project includes a waterfront promenade, a carousel, a fountain and such tenants as Bass Pro Shops. But the mall's vacancies have risen and O&S Holdings, co- founded by Paul Orfalea of Kinko's copier fame, defaulted in June on a $128 million mortgage, DBR relates. O&S Holdings, LLC -- http://www.osholdings.com/-- and its affiliates have developed and own over 80 properties in the United States. OCEAN PLACE: Wants Morgan Melhuish as Special Litigation Counsel ---------------------------------------------------------------- Ocean Place Development LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to employ Morgan Melhuish Abrutyn as special litigation counsel effective as of the Petition Date, to prosecute on the Debtor's behalf cetain "collection type" actions commenced by the Debtor prepetition. The actions include: Ocean Place v. Edge 1 Productions; Ocean Place v. NJ Marathon; Ocean Place v. Motivation Mechanics; Ocean Place v. Inez Horton Gay; Wohl v. Ocean Place Resort and Spa v. Rabbi Martin Katz; Ocean Place v. Mars; and Martin v. Ocean Place Resort and Spa, ABC Inc., NCM Management. The Debtor proposes to compensate MMA on a contingency fee and on an hourly basis, plus reimbursement of actual and necessary expenses. [actual amounts not in the provided document] Melhuish Abrutyn certifies that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Ocean Place Development Ocean Place Development, LLC, owns a beachfront resort property in Long Branch, New Jersey. The Ocean Place resort is sited on 17- acres featuring 1,000 feet of ocean frontage and is improved with a 254-room hotel that includes 40,000 square feet of meeting space, three restaurants, a bar/lounge, a full-service spa, and numerous resort amenities. It employs between 95 and 340 employees, depending upon the season, through the property management entity West Paces Hotel Group, LLC. Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J. Case No. 11-14295) on Feb. 15, 2011. Kenneth Rosen, Esq., at Lowenstein Sandler, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. As of the petition date, the Debtor owed $57,245,372 to AFP pursuant to a Loan Agreement dated April 25, 2006, as amended from time to time, entered into by and between the Debtor as borrower and Barclays Capital Real Estate Inc. as lender. OCEAN PLACE: Wants Stephen Herbstman as Tax Accountant ------------------------------------------------------ Ocean Plan Place Development LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to employ Stephen M. Herbstman, M.S., C.P.A., as tax accountant nunc pro tunc to March 1, 2011. Mr. Herbstman will be preparing the Debtor's federal and state tax returns for the year 2010. The Debtor will pay Mr. Herbstman a $6,000 flat fee. Mr. Herbstman certifies that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Ocean Place Development Ocean Place Development, LLC, owns a beachfront resort property in Long Branch, New Jersey. The Ocean Place resort is sited on 17- acres featuring 1,000 feet of ocean frontage and is improved with a 254-room hotel that includes 40,000 square feet of meeting space, three restaurants, a bar/lounge, a full-service spa, and numerous resort amenities. It employs between 95 and 340 employees, depending upon the season, through the property management entity West Paces Hotel Group, LLC. Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J. Case No. 11-14295) on Feb. 15, 2011. Kenneth Rosen, Esq., at Lowenstein Sandler, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. As of the petition date, the Debtor owed $57,245,372 to AFP pursuant to a Loan Agreement dated April 25, 2006, as amended from time to time, entered into by and between the Debtor as borrower and Barclays Capital Real Estate Inc. as lender. ODYSSEY PROPERTIES: 3 Affiliates Plan of Liquidation ---------------------------------------------------- Three debtor affiliates of Odyssey Properties III, LLC have filed with the U.S. Bankruptcy Court for the Middle District of Florida a proposed plan of liquidation and an explanatory disclosure statement. The debtor affiliates are Odyssey (III) DP XVII LLC, CRF-Panther IV LLC and Paradise Shoppes at Apollo Beach LLC. The proposed plan provides for the implementation of the terms of a settlement agreement with Wells Fargo Bank, N.A. It also provides for the bankruptcy auction sales of St. Charles Plaza, Paradise Shoppes, and Century Town Center and all assets thereof as well as the distribution of sale proceeds and Wells Fargo's cash collateral. The Court earlier approved the Debtors' proposed settlement with Wells Fargo and the sale of substantially all of their assets pursuant to a bid process. Under the deal, the proceeds of the sale of the assets will be distributed on the effective date of the plan after payment of the sale closing costs. Wells Fargo will, among other things, receive 100% of the proceeds from all sales equal to or less than 110% of the as-is fair market value of the assets. Under the proposed plan, claims are divided into six classes. Class 1 consists of all Priority Claims and is unimpaired. Holders of these claims will receive payment in cash equal to the allowed amount of their claims. Class 2 consists of all of the Secured Claims and Other Claims of Wells Fargo, which will be treated in accordance with the settlement agreement. This class is impaired and Wells Fargo is entitled to vote on the plan. All Secured Tax Claims of governmental units are classified under Class 3. Each holder of an allowed Secured Tax Claim will be paid in cash equal to the allowed amount of its claim. Class 3 is impaired by the plan. Class 4 consists of all Secured Claims not otherwise specifically classified in the plan. It is impaired by the plan and each holder of the Class 4 claim is entitled to vote. Holders of the Class 4 claims will receive either their collateral or the proceeds from the sale of their collateral. Any property securing their claims may also be returned in full and final satisfaction of those claims. Class 5 consists of all Unsecured Claims not otherwise classified in the plan. Holders of these claims will receive their pro rata share of the unsecured creditor distribution for each applicable Debtor. Each holder of a Class 5 claim is entitled to vote. It is anticipated that holders of allowed Unsecured Claims will be paid in full, according to the plan. Equity interests are classified under Class 6, which is impaired by the plan. Holders of allowed equity interests will receive their pro rata share of the "equity carveout" for each applicable Debtor. A copy of the joint disclosure statement is available for free at http://bankrupt.com/misc/Odyssey_JointDS3Affiliates.pdf Pursuant to an April 4, 2011 court order, the Debtors have the exclusive right to solicit acceptances of their plan until May 31, 2011. In a related development, Odyssey Properties III filed with the Court an amended disclosure statement explaining its Chapter 11 plan of reorganization. The restructuring plan provides for the continued operation of Odyssey Properties as a reorganized company. It also calls for cash payments to holders of allowed claims except those holders of equity interests. A copy of Odyssey Properties' amended Chapter 11 plan of reorganization is available without charge at: http://bankrupt.com/misc/OdysseyProp_AmendedDS.pdf Odyssey Properties Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in the business of developing, owning, and operating commercial properties, including anchored and unanchored retail centers, office buildings, flex and warehouse space, and self-storage centers, primarily in central Florida. Odyssey Properties and certain affiliates filed for Chapter 11 protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713). Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, represents the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. OPTIMUMBANK HOLDINGS: Incurs $8.45 Million Net Loss in 2010 ----------------------------------------------------------- OptimumBank Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $8.45 million on $8.78 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $11.48 million on $14.00 million of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $190.30 million in total assets, $187.47 million in total liabilities and $2.83 million in total stockholders' equity. Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the Company's operating and capital requirements, along with recurring losses raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Annual Report is available for free at: http://is.gd/oLFPTW About OptimumBank Holdings Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. The Bank's wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, all of which were formed in 2009. OB Real Estate Management, LLC, is primarily engaged in managing foreclosed real estate. OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, hold and dispose of foreclosed real estate. OptimumBank is currently operating under a Consent Order issued by the Federal Deposit Insurance Corporation ("FDIC") and the State of Florida Office of Financial ("OFR"), effective as of April 16, 2010. As of Sept. 30, 2010, the Bank was considered "undercapitalized" under these FDIC requirements. As an "undercapitalized" institution, the Bank is subject to restrictions on capital distributions, payment of management fees, asset growth and the acceptance, renewal or rollover of brokered and high-rate deposits. In addition, the Bank must obtain prior approval of the FDIC prior to acquiring any interest in any company or insured depository institution, establishing or acquiring any additional branch office, or engaging in any new line of business. "The Bank [OptimumBank] has experienced recent and continuing increases in nonperforming assets, declining net interest margin, increases in provisions for loan losses, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital which raise substantial doubt about the Bank's ability to continue as a going concern," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. OSI RESTAURANT: Bank Debt Trades at 2% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which OSI Restaurant Partners, Inc., is a borrower traded in the secondary market at 97.55 cents-on-the-dollar during the week ended Friday, April 15, 2011, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.30 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on May 9, 2014, and carries Moody's B3 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 192 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. OSI Restaurant Partners, Inc., is the #3 operator of casual-dining spots (behind Darden Restaurants and Brinker International), with more than 1,400 locations in the U.S. and 20 other countries. Its flagship Outback Steakhouse chain boasts more than 950 locations that serve steak, chicken, and seafood in Australian-themed surroundings. OSI also operates the Carrabba's Italian Grill chain, with about 240 locations. Other concepts include Bonefish Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise. Most of the restaurants are company owned. A group led by Chairman Chris Sullivan took the company private in 2007. OSI Restaurant reported net income of $27.84 million on $3.62 billion of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $54.40 million on $3.60 billion of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $2.48 billion in total assets, $2.56 billion in total liabilities, and a $77.93 million total deficit. PALMAS COUNTRY: Asks Court to Confirm Amended Chapter 11 Plan ------------------------------------------------------------- Palmas Country Club Inc. has asked the U.S. Bankruptcy Court for the District of Puerto Rico to confirm its amended Chapter 11 plan of reorganization. As ordered by the Court at the March 8, 2011 hearing, Palmas Country removed the "discharge language" in the amended plan. The Court did not approve the language on grounds that Palmas Country is not entitled to a discharge. Alexis Fuentes-Hern ndez, Esq., at Fuentes Law Offices, in San Juan, Puerto Rico, said the amended plan meets the feasibility requirement of the Bankrupty Code since all the pending matters regarding the alleged priorities of certain creditors had been resolved in favor of Palmas Country. Humacao, Puerto Rico-based Palmas Country Club, Inc., owns certain real estate facilities located in Palmas del Mar, Humacao, Puerto Rico, consisting of an 18 hole championship golf course known as the Flamboyan Course, an 18 hole golf course known as Palm Course, a 22,200 square feet golf clubhouse, a 5,600 square feet beach club house, a tennis club, and other related facilities. Palmas filed for Chapter 11 bankruptcy protection on August 4, 2010 (Bankr. D. P.R. Case No. 10-07072). Alexis Fuentes- Hernandez, Esq., at Fuentes Law Offices, assists the Debtor in its restructuring effort. The Debtor disclosed $23,973,011 in assets and $58,546,398 in liabilities as of the Petition Date. PANTHER MOUNTAIN: 8th Cir. BAP Affirms Ruling Against Lender ------------------------------------------------------------ Panther Mountain Land Development LLC owns certain tracts of undeveloped real estate. More than a year prior to the filing of the bankruptcy case, representatives of the Debtor obtained the approval of the Pulaski County Court to form certain Improvement Districts under applicable Arkansas statutes. The Improvement Districts are separate entities which are not themselves in bankruptcy. Secured creditor National Bank of Arkansas contends that the Improvement Districts were not validly formed, and wishes to file suit to challenge their validity in the Pulaski County Court. The Bankruptcy Court denied the Bank's request for relief from the stay to file and proceed with such action in state court, at the same time that the Debtor is attempting to reorganize under Chapter 11. The Bank appealed. The Troubled Company Reporter ran a story on the Bankruptcy Court's ruling on Nov. 4, 2010. In an April 15, 2011 decision, the United States Bankruptcy Appellate Panel for the Eighth Circuit held that the Bankruptcy Court did not err in denying the Bank's request for relief from stay. The appellate case is National Bank of Arkansas, Movant-Appellant, v. Panther Mountain Land Development, LLC, Debtor-Appellee. The Holloway Firm, Inc., Respondent-Appellee, No. 10-6086 (8th Cir. BAP). The three-judge panel consists of the Hon. Barry S. Schermer, the Hon. Arthur B. Federman and the Hon. Jerry W. Venters. A copy of the BAP's ruling is available at http://is.gd/ZzI6hQfrom Leagle.com. Panther Mountain Land Development, LLC, based in Maumelle, Ark., sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 09-16836) on Sept. 20, 2009, and is represented by Richard L. Ramsay, Esq., at Eichenbaum, Liles & Heister, P.A., in Little Rock, Ark. The Debtor disclosed in its Schedules of Assets and Liabilities that it has assets of at least $50, and liabilities of $2,307,974 as of the Petition Date. PARMALAT SPA: Milan Court Acquits Four Banks -------------------------------------------- BBC News reports that four banks have been acquitted by a court in Milan, Italy, over accusations they did not take adequate steps to prevent Parmalat from committing fraud. Prosecutors had wanted to seize a total of EUR120 million -- GBP105 million; $171 million -- from Morgan Stanley, Deutsche Bank, Citigroup and Bank of America. They were accused of helping to mislead investors. The banks had denied the criminal charges, claiming that they had also been victims of the Parmalat fraud. Parmalat collapsed in 2003 with EUR14 billion of debts. Its founder and former chief executive, Calisto Tanzi, was sentenced to 18 years in jail in December, for criminal association and fraudulent bankruptcy. "The Milan court's judgment confirms unequivocally that Citi and its employees did not have any involvement in the execution of the most significant fraudulent bankruptcy in Italy," Citigroup said in response to the final ruling in the two-year court case, according to BBC. About Parmalat S.p.A. Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on Dec. 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court declared the units insolvent. On June 22, 2004, Dr. Bondi, on behalf of the Italian entities, sought protection from U.S. creditors by filing a petition under Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 04-14268). Parmalat's U.S. operations filed for Chapter 11 protection on Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represented the U.S. Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than US$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Three special-purpose vehicles established by Parmalat S.p.A. -- Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. -- commenced separate winding up proceedings before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the cases. On Jan. 20, 2004, the Liquidators filed a Sec. 304 petition (Bankr. S.D.N.Y. Case No. 04-10362). Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represented the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presided over the Parmalat Debtors' U.S. cases and Sec. 304 cases. In 2007, Parmalat obtained a permanent injunction in the Sec. 304 cases. PLAYBOY ENTERPRISES: S&P Assigns 'B-' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to Chicago-based Playboy Enterprises Inc., owner and operator of "Playboy" magazine, TV networks, and other assets. The rating outlook is stable. "At the same time, we assigned Playboy's $195 million secured first-lien credit facilities our issue rating of 'B-' (at the same level as the corporate credit rating) with a recovery rating of '3', indicating our expectation of meaningful (50%-70%) recovery for debtholders in the event of a payment default. The facilities consist of a $10 million revolving credit facility due 2016 and a $185 million term loan due 2017," S&P related. "The 'B-' corporate credit rating incorporates our assumption of moderate revenue declines over the intermediate term as the company seeks to partner or joint venture on several of its business segments," said Standard & Poor's credit analyst Andy Liu. Performance of Playboy's entertainment and digital segments has been hampered by the availability of free adult content on the Internet, and magazine operations reflect the secular decline of the entire magazine sector. This is one of the main drivers of the company's plan to refocus on its Playboy brand and related trademarks. Relative to Playboy's other business segments, its licensing segment has been more stable, and we expect it to grow with the global economy," S&P said. Playboy is a media and lifestyle company marketing the Playboy brand through a range of multimedia and licensing initiatives. POINT BLANK: Equity Committee Objects to New Plan Outline --------------------------------------------------------- Dow Jones' DBR Small Cap reports that equity holders are taking aim at the most recent incarnation of Point Blank Solutions Inc.'s reorganization plan, saying it puts into place a bankruptcy "loan- to-own strategy" that allows a trio of bankruptcy lenders to intercept more than $220 million in potential litigation recoveries that would otherwise have been aimed at equity holders' pockets. According to DBR, the official committee of equity security holders, which was recently re-formed in the case, on Monday shot off a series of objections targeting Point Blank's new Chapter 11 plan outline and corresponding bankruptcy loan deal, plan-support agreement and subscription agreement, which would allow three firms to purchase up to $25 million in shares in the company. DBR says Point Blank's recently revamped proposals sparked the ire of the equity holders, who insist the company is wrongfully offering the three firms -- which also serve as the company's bankruptcy or "debtor-in-possession" lenders -- a windfall at no cost to them. As reported by the Troubled Company Reporter on April 12, 2011, Dow Jones' DBR Small Cap said Point Blank revised its plan, replacing a backstopped rights offering that generated protests from the Securities and Exchange Commission with a direct subscription program that would allow three firms to purchase up to $25 million in shares in the company. DBR said that, under the new version of the plan, Prescott Group Capital Management LLC, Privet Opportunity Fund LLC and Lonestar Capital Management LLC -- the trio previously in line to backstop the company's rights offering -- have signed on to purchase shares in the reorganized company. The shares will total $15 million, according to court papers, but can be increased to $25 million if the purchasers wish. Lonestar will get 40% of the shares, while Privet and Prescott will each get 30%. As reported by the TCR on April 18, 2011, BankruptcyData.com said the equity committee asked the Bankruptcy Court for a continuation of the April 21, 2011 hearing to consider (A) the Debtors' Disclosure Statement with regard to its Chapter 11 Plan and (B) the motion seeking approval of the Plan support agreement and an amendment to DIP funding, and an extension of objection deadlines to the new Plan motions. 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 (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. 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. PPOA HOLDING: Withdraws Plan of Liquidation ------------------------------------------- PPOA Holding, Inc. and its debtor affiliates withdrew their Plan of Liquidation and explanatory Disclosure Statement filed with the U.S. Bankruptcy Court for the Southern District of Florida. As reported by The Troubled Company Reporter on January 3, 2011, the Debtors' Plan provides for the collection of the Debtors portion of certain income tax refunds, the pursuit of litigation claims, and the distribution of the foregoing together with the proceeds from the sale of substantially all of the Debtors assets to Protective Products Enterprises, Inc., which closed on March 5, 2010. Under the Plan, holders of general unsecured claims will receive a pro rata share of cash proceeds. The cash available to pay allowed general unsecured claims is provided from the liquidation of all of the Debtors assets and the pursuit of litigation claims, if any. As of Sept. 30, the Debtors had $971,586 in cash on hand. The Debtors estimate that they may receive up to an additional $2.3 million from the purchaser on account of state and federal tax refunds sold to the purchaser, although the actual amount of the tax refunds received, and therefore, the amount paid by the purchaser to the Debtors may be less. The funds will be available for distribution to the holders of allowed claims. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ProtectiveProducts_DS.pdf About Protective Products of America, Inc. Sunrise, Florida-based Protective Products of America, Inc., formerly known as Ceramic Protection Corporation -- http://www.protectiveproductsofamerica.com/-- engages in the design, manufacture and marketing of advanced products used to provide ballistic protection for personnel and vehicles in the military and law enforcement markets. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711). The Company's affiliates -- PC Holding Corporation of America; Ceramic Protection Corporation of America; Protective Products International Corp.; and Protective Products of North Carolina, LLC -- also filed separate Chapter 11 petitions. Protective Products disclosed $86,678,781 in assets and $27,460,502 in liabilities as of the Petition Date. PROBE RESOURCES: Emerges from Bankruptcy Proceedings ---------------------------------------------------- Probe Resources Ltd. said that pursuant to the order approving confirmation of its Joint Chapter 11 Plan and the occurrence of the Plan's Effective Date, the Company emerged from its Chapter 11 bankruptcy filing effective April 15, 2011. In conjunction with the conclusion of its Chapter 11 proceedings, the company has realigned the Board of Directors of the Company. The Board will be comprised of Paul Crilly (Chairman), David Heden, Bill Gray, Richard Buski and David Elgie. In addition, the Board has appointed a new executive team headed by David Elgie as President and Chief Executive Officer and John Boylan as Chief Financial Officer. Mr. Elgie, a Chemical Engineer from the University of British Columbia has 30 years of oil and gas exploration and production experience in North America, recently as CEO of Cordero Energy, a TSX traded exploration and production company he founded in 2005. Mr. Boylan has 16 years of experience in the finance and management of oil and gas assets. He has served as a financial consultant for companies operating in the Gulf of Mexico since 2008. He has public company experience serving on boards of two listed companies, received his MBA from New York University and his BBA from The University of Texas. The Company will now move expeditiously to complete the necessary financial and regulatory filings to re-list on the TSX Venture Exchange. As a result of the debt restructuring plan, K2 Principal Fund LP and certain other creditors have agreed to a conversion of their debt holdings in the Company to common shares. The Board has also endorsed a monthly contracting arrangement with Pisces Energy LLC of New Orleans, Louisiana ("Pisces") whereby Pisces will supply the operational, regulatory and accounting requirements for the Company. This will substantially reduce the Companies overhead costs in the near term and permit the executive team to focus on growth opportunities. The Company is currently producing approximately 300 barrels oil equivalent from three platforms on the continental shelf in the Gulf of Mexico. Production is primarily natural gas. A review is being undertaken to prioritize the Companies numerous exploration and exploitation opportunities, and plans are currently underway to conduct a completion of an existing wellbore at East Cameron 246. This well, drilled in 2009, has an estimated initial production rate of 6.0 mmscf/d The board would also like to announce the conclusion of the engagement of Coy Gallatin, Senior Vice-President of Energy Spectrum Advisers Inc. and the Chief Restructuring Officer of Probe, and thank him for his tireless service to the Company during these proceedings. About Probe Resources Four U.S. subsidiaries of Probe Resources Ltd., an oil and natural-gas exploration and production company from Vancouver, British Columbia, filed for Chapter 11 protection in Houston, Texas on Nov. 16 in Houston. The Woodlands, Texas-based subsidiaries are led by Probe Resources US Ltd. (Bankr. S.D. Tex. Case No. 10-40395). Probe said the filing became necessary when a debt-restructuring agreement expired along with a forbearance agreement. As a result, the lender swept all unrestricted cash, precipitating the Chapter 11 filings. Probe Resources in December 2010 joined its U.S. units in filing for Chapter 11. PUTNAM INVESTMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Putnam Investment, Inc. dba Porterville Car Wash, Inc. 240 N. Porter Road Porterville, CA 93257 Bankruptcy Case No.: 11-14457 Chapter 11 Petition Date: April 18, 2011 Court: U.S. Bankruptcy Court Eastern District of California (Fresno) Judge: Whitney Rimel Debtor's Counsel: Joseph W. Creed, Esq. CREED & ELLIOTT, LLP 19200 Von Karman Avenue, Suite 600 Irvine, CA 92612 Tel: (949) 394-5480 E-mail: jwc@bmatlaw.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 Howard W. Moy, treasurer. REGENCY CORP: Fitch Downgrades Preferred Stock Rating to 'BB+' -------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and outstanding ratings of Regency Centers Corporation (NYSE: REG) and Regency Centers, L.P., REG's principal operating subsidiary: Regency Centers Corporation -- IDR to 'BBB' from 'BBB+'; -- Preferred Stock to 'BB+' from 'BBB-'. Regency Centers, L.P. -- IDR to 'BBB' from 'BBB+'; -- Unsecured revolving facility to 'BBB' from 'BBB+'; -- Senior unsecured notes to 'BBB' from 'BBB+'. The Rating Outlook has been revised to Stable from Negative. The rating actions center on leverage and fixed-charge coverage metrics which have migrated to levels more consistent with Fitch criteria for a 'BBB' IDR. Absent any major develeraging initiatives, Fitch expects Regency to maintain credit metrics within a range appropriate for the 'BBB' IDR. Pro-rata leverage, measured as net debt/recurring operating EBITDA, pro forma for REG's settlement of its forward common equity sale agreements in March 2011, was 6.2 times (x) as of Dec. 31, 2010. This ratio is unchanged as of Dec. 31, 2009. In addition, REG's pro-rata fixed-charge coverage ratio (defined as recurring operating EBITDA less straight-line rents, leasing commissions and tenant and building improvements, divided by total interest incurred and preferred stock dividends) was 1.9x for the year ended Dec. 31, 2010, unchanged from 1.9x in 2009. Pro forma for the company's consummated forward equity sale agreements, fixed-charge coverage would be 2.0x for the year ended Dec. 31, 2010. Stabilized operating property fundamentals weakened slightly in 2010 measured by releasing spreads of negative 1.8% and same store occupancy of 92.8% as of Dec. 31, 2010 (down from 93.1% as of Dec. 31, 2009). Excluding spaces vacant for more than 12 months, rent growth was down by 0.4%. Same-property year-over-year net operating income (NOI) increased 1.2% in 2010. Fitch expects that same-property NOI growth will be relatively flat in both 2011 and 2012, due to declining renewal rents, offset by increased occupancy and embedded positive contractual rent increases. This expected performance is weaker than the company's historical performance from 2000 to 2008, when it generated average annual same-property NOI growth of approximately 3.0%. REG has a manageable debt maturity schedule, with no year accounting for more than 20% of total maturing debt. In addition, using an 8.0% capitalization rate, unencumbered assets covered net unsecured debt by 2.0x, which is adequate for the 'BBB' rating, and the company's unsecured debt covenants do not restrict REG's financial flexibility. On a pro forma pro-rata basis, REG's risk-adjusted capitalization ratio stood at 1.1x as of Dec. 31, 2010, up from 1.0x as of Dec. 31, 2009, due in large part to REG raising common equity via settled forward equity agreements. When applying an illustrative 35% charge to construction in progress to reflect reduced risk of REG's development due to solid pre-leasing and percentage complete, pro rata risk adjusted capitalization would be 1.4x as of Dec. 31, 2010. While REG has established itself as a developer with a national platform, the company's development activities contain certain inherent risks, such as lease-up risk. REG's net cost of properties in development made up 11% of its gross undepreciated assets as of Dec. 31, 2010, down significantly from 23% as of Dec. 31, 2009, and reflective of an overall de-risking of the company's strategy. Offsetting REG's development risk is that the development pipeline is approximately 95% complete (up from 90% as of Dec. 31, 2009) and Regency-owned development is 82% leased (up from 79% as of Dec. 31, 2009). REG's community and neighborhood shopping center portfolio reflects moderate geographic and anchor tenant concentrations. Roughly 60% of REG's annualized base rent is derived from properties located within the states of California, Florida, Texas, and Virginia. The company's lease expiration schedule is manageable, with no year representing more than 15% of expiring pro-rata minimum base rent. Additionally, even though REG's five largest tenants by annual base rents -- The Kroger Co. (4.4%), Publix Super Markets Inc. (4.4%), Safeway Inc. (3.8%), Supervalu Inc. (2.4%), and CVS Caremark Corporation (1.7%) -- represent in aggregate nearly 16.7% of annual base rents, this credit weakness is offset by the fact that Fitch rates three of the top five tenants as investment grade. The two notch differential between REG's IDR and its preferred stock credit assessment is consistent with Fitch's criteria for corporate entities with a 'BBB' IDR. Based on Fitch's criteria report ('Equity Credit for Hybrids & Other Capital Securities'), REG's preferred stock is 75% equity-like and 25% debt-like, since it is perpetual and has no covenants but has a cumulative deferral option in a going concern. The Stable Outlook is based on stabilizing retail fundamentals, Fitch's expectation that leverage and coverage will remain fairly unchanged relative to current levels and Regency will maintain adequate liquidity. For the period of Jan. 1, 2011 to Dec. 31, 2012, Fitch calculates that REG's sources of liquidity (cash, availability under its unsecured revolving credit facility assuming the commitment size is reduced by one-third given its maturity in 2012, and projected retained cash flows from operating activities after dividends) exceed uses of liquidity (pro rata debt maturities and amortization and projected capital expenditures) by 0.9x. Under a scenario whereby 80% of REG's pro- rata secured debt is refinanced with new secured debt, liquidity coverage improves to 1.3x. The company has demonstrated strong access to the common equity, unsecured debt and secured debt markets, mitigating near-term refinance risk. These factors may have a positive impact on REG's ratings and/or Outlook: -- Total pro-rata net debt to recurring operating EBITDA sustaining below 5.5x for several quarters (pro forma pro- rata leverage was 6.2x as of Dec. 31, 2010). -- Fixed charge coverage sustaining above 2.3x for several quarters (pro forma pro-rata coverage was 2.0x for the year ended Dec. 31, 2010). These factors may have a negative impact on REG's ratings and/or Outlook: -- Leverage sustaining above 7.0x for several quarters. -- Fixed charge coverage sustaining below 1.8x for several quarters. -- A liquidity shortfall (REG had a base case liquidity coverage ratio of 0.9x as of Dec. 31, 2010). ROBB & STUCKY: Gets Final OK to Access $25MM Revolver Facility -------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida has entered a final order, allowing Robb & Stucky Limited LLLP to access a revolver credit facility of up to $25,000,000 from Bank of America, N.A. The Court overruled and denied all objections against the Debtor's financing request. The Debtor's obligations under the revolver loan is secured by all of its assets. The DIP lender will continue to be provided with continuing security interests in and liens on all of the collateral. The DIP Liens are senior in priority to all of the contractually subordinated liens. All DIP obligations are also afforded administrative priority in accordance with, and will constitute an allowed superpriority claim pursuant to, Section 364(c)(1) of the Bankruptcy Code. The Debtor is also authorized to use its cash collateral to, among others pay its prepetition first lien debt or its DIP obligations under the DIP Loan Agreement. As adequate protection for any diminution in the value of their liens on the prepetition collateral, the Debtor's Prepetition Lenders are granted replacement liens in and to all of the Collateral, which liens will be senior in priority to the DIP Liens and all contractually subordinated liens. The DIP Loans and the cash collateral are to be used based on a prepared budget that is satisfactory to the lenders and the Debtor. As reported by the Troubled Company Reporter, the DIP facility will incur interest at (A) the greatest of (i) DIP Lender's Prime Rate for such day; (ii) the Federal Funds Rate for the day, plus 0.50%; or (iii) LIBOR Rate for a 30 day interest period as determined on such day, plus 1.0%, plus (B) 3.25%. In the event of default, the Debtors will pay an additional 2% default interest per annum. A copy of the DIP financing is available for free at http://bankrupt.com/misc/ROBB_&_STUCKY_dipfinancingpact.pdf 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. In its schedules, the Debtor disclosed $77,705,081 in assets and $91,859,125 in liabilities as of the Chapter 11 filing. SALINAS INVESTMENTS: Taps Grubb & Ellis as Real Estate Appraisers ----------------------------------------------------------------- Salinas Investments sought and obtained authority from the U.S. Bankruptcy Court for the Western District of Texas San Antonio Division to employ Grubb & Ellis Company as real estate appraisers effective as of January 24, 2011. The Debtor will pay Grubb & Ellis a flat rate for its services and Grubb & Ellis has no need to file fee applications. San Antonio, Texas-based Salinas Investments, Ltd., filed for Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex. Case No. 10-52525). William B. Kingman, Esq., who has an office in San Antonio, Texas, assists the Debtor in its restructuring effort. The Company disclosed $17,561,043 in assets and $4,269,961 in liabilities. SEAHAWK DRILLING: Seeks to Hand Out Executive Bonuses on Sale ------------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Seahawk Drilling Inc., anticipating the completion of the sale of its 20 shallow-water jackup rigs April 20, is asking the bankruptcy judge in Corpus Christi, Texas, to permit payment of $2.3 million in bonuses to executives. According to the report, Seahawk is also requesting approval for separation agreements with three executives who lost their jobs during the Chapter 11 case. Three executives were fired during the Chapter 11 case because their work was no longer required. The company wants the judge to approve claims based on breach of their employment agreements. Combined, the three would have unsecured claims for almost $3.2 million. In addition, they would have $600,000 in administrative claims. Assuming Seahawk has a 100 percent recovery for unsecured creditors, the fired executives would be paid in full. A hearing on the proposed bonuses was scheduled for April 19 and the separation agreements on April 26. Mr. Rochelle relates that before the Chapter 11 filing in February, Seahawk adopted a bonus program for 16 top executives where payment would be based on the increase in the value of a transaction for the company. The Company says that the executives earned the maximum payout as a result of the sale to Hercules Offshore Inc. 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 (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11, 2011. 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 Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. Seahawk filed for Chapter 11 protection to complete the sale of all assets to Hercules Offshore, Inc. As reported by the Troubled Company Reporter on April 11, 2011, the Bankruptcy Court approved an Asset Purchase Agreement between Hercules Offshore and its wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling, pursuant to which Seahawk agreed to sell to Hercules, and Hercules agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and related assets, accounts receivable and cash and certain liabilities of Sellers in a transaction pursuant to Section 363 of the U.S. Bankruptcy Code. The purchase price for the Acquisition will be funded by the issuance of roughly 22.3 million shares of Hercules Offshore common stock and cash consideration of $25 million, which will be used primarily to pay off Seahawk's Debtor-in-Possession loan. The number of shares of Hercules Offshore common stock to be issued will be proportionally reduced at closing, based on a fixed price of $3.36 per share, if the outstanding amount of the DIP loan exceeds $25 million, with the total cash consideration not to exceed $45 million. Closing of the deal is expected to occur on or about April 20, 2011. SEARS HOLDINGS: Moody's Affimrs 'Ba2' Corp. Family Rating --------------------------------------------------------- Moody's Investors Service revised Sears Holdings Corporation rating outlook to stable from positive. At the same time Moody's affirmed all other ratings including the company's Ba2 Corporate Family Rating. Ratings Rationale "The rating outlook revision for Sears primarily reflects the company's moderating revenues and narrowing profit margins over the second half of 2010, most notably at the company's domestic Sears stores" said Moody's Vice President Scott Tuhy. As a result of this moderating performance, metrics are now at levels more appropriate for the current rating. The affirmation of the company's Ba2 Corporate Family Rating reflects the company's still solid position in the US and Canadian retail industry, its ownership of leading brand names including Kenmore, Craftsman and Lands' End. The ratings also reflect the company's solid liquidity position with its sizable cash balances and access to a sizable substantially undrawn asset based revolver which was recently renewed until 2016. Ratings are constrained by the company's leverage which remains high with debt/EBITDA near five times for the LTM period ending 1/31/11 and inconsistent operating performance. Moody's expects leverage will improve as the company as the company redeems maturing long term debt over the course of 2011. The stable outlook reflects the company's still solid market position in its hardline business. The stable outlook also reflects our view that operating performance will remain relatively stable, however an inability to arrest recent erosion could lead to negative rating pressure. Ratings could be downgraded if the company is unable to arrest erosion in operating profitability over the course of 2011. Quantitatively ratings could be lowered if debt/EBITDA is expected to be sustained above 4.5 times or interest coverage remains less than 1.5 times. More aggressive financial policies or moderating liquidity could also lead to negative rating pressure. Given the change in outlook, ratings are unlikely to be upgraded in the near term. Over time, ratings could be upgraded if the company reverses recent erosion in profitability while also demonstrating improved operating margins and return on assets. Quantitatively ratings could be upgraded if debt/EBITDA sustainably approached 4 times and interest coverage approached 2.0 times. At the same time the company would need to maintain a balanced financial policy and good overall liquidity. These ratings were affirmed, and LGD assessments amended. Sears Holdings Corporation: -- Corporate Family rating at Ba2 -- Probability of Default rating at Ba2 -- Speculative Grade Liquidity rating at SGL-2 -- $1.25bn senior secured notes at Ba1 (LGD 3, 39% from LGD 3, 35%) Sears Roebuck Acceptance Corp: -- Senior unsecured notes at Ba3 (LGD 5, 76% from LGD 5, 72%)) -- Commercial Paper rating: Not Prime Sears DC Corp: -- Medium Term Notes at B1 (LGD 6, 97%) Sears Holdings Corporation is the parent company of Kmart Corporation and Sears, Roebuck & Co. The company also owns a 92% stake in Sears Canada and an 80.1% stake in Orchard Supply Hardware. Revenues are approximately $43 billion. The principal methodology used in rating Sears Holdings Corporation was the Global Retail Industry Methodology, published December 2006. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. SENSUS USA: S&P Assigns 'B+' Rating on Sr. First-Lien Facilities ---------------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned issue- level and recovery ratings to Raleigh, N.C.-based water meter, automated meter reading device, and automated metering infrastructure maker Sensus USA Inc.'s proposed senior secured credit facilities. "We are assigning an issue rating of 'B+' with recovery rating of '3' to the senior secured first-lien facilities, consisting of a $100 million revolver and a $375 million term loan. At the same time, we are assigning a 'B-' issue rating and '6' recovery rating to the second-lien term loan. Proceeds from the new senior secured facilities will be used to fund a return of capital to equity holders, repay existing credit facilities, tender for outstanding senior subordinated notes, and for other general corporate purposes," S&P related. S&P continued, "Our ratings on Sensus reflect our assessment of the company's weak business risk profile and aggressively leveraged financial risk profile. Still, the company has achieved improved credit measures commensurate with the ratings. We expect the progress the company has made in deploying its smart-grid infrastructure will continue to help maintain credit measures consistent with the ratings in the absence of any large debt- financed acquisitions." "We view Sensus' liquidity as adequate. Cash pro forma for the new credit facilities will exceed $70 million, and the company will have access to the proposed $100 million revolving credit facility once the refinancing is completed. We expect that it will have sufficient cushion on new covenants proposed under the new facilities. The refinancing of the capital structure extends maturities comfortably beyond that of the existing credit facilities and reduces the refinancing risk of the outstanding bonds that are also being repaid with the new facilities proceeds," according to S&P. "We expect the company's improved operating performance to sustain and help Sensus maintain near-term rating stability," S&P added. Ratings List Sensus USA Inc. Corporate Credit Rating B+/Stable/-- New Ratings Sensus USA Inc. $100 mil 1st lien revolvng cred fac due 2016 B+ Recovery rating 3 $375 mil 1st lien term loan due 2017 B+ Recovery rating 3 $200 mil 2nd lien term loan due 2018 B- Recovery rating 6 SEXY HAIR: Employs Crowe Horwath as Tax Advisors ------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California has authorized Sexy Hair Concepts LLC, et al., to employ Crowe Horwath LLP as tax advisors effective as of December 21, 2010. Crowe Horwath will be compensated for its services on an hourly basis and reimbursed for any related costs and expenses. About Sexy Hair Chatsworth, California-based Sexy Hair Concepts, LLC, is an operating company engaged in the development, distribution and marketing of premium quality hair care products and brands. It outsources the production and manufacture of its various lines of premier hair care products and operates from a single facility in Chatsworth, California, that houses its corporate offices and distribution warehouse. It works with several distributors domestically and internationally, but does not maintain any other offices. Sexy Hair filed for Chapter 11 bankruptcy protection on Dec. 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922). According to its schedules, Sexy Hair disclosed $78,000,000 in total assets and $91,141,147 in total debts as of the Petition Date. Sexy Hair's bankruptcy case is jointly administered with those of Ecoly International, Inc., a California corporation, and Luxe Beauty Midco Corporation. Ecoly is the lead case (Bankr. C.D. Calif. Case No. 10-25919). Scott F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves as Sexy Hair's bankruptcy counsel. CRG Partners Group, LLC is the financial advisor. Imperial capital, LLC is the investment banker. Kurtzman Carson Consultants LLC has been designated as the entity that will tabulate the ballots and prepare the ballot summary in connection with Sexy Hair's proposed Chapter 11 plan. Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the Official Committee of Unsecured Creditors. SHERIDAN GROUP: Closes $150 MM of Sr. Secured Notes Offering ------------------------------------------------------------ The Sheridan Group, Inc., announced the closing of an offering of $150 million aggregate principal amount of 12.5% senior secured notes due 2014 in an unregistered offering through a private placement and the settlement of its previously announced cash tender offer and consent solicitation with respect to its existing 10.25% senior secured notes due 2011. Concurrently with the closing of the offering of the New Notes, the Company amended and restated its existing working capital facility with Bank of America, N.A. The working capital facility now provides for borrowings of up to $15.0 million and is scheduled to mature on April 15, 2013. The New Notes and related guarantees were offered in a private placement solely to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, or outside the United States to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The New Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. The Company used a portion of the net proceeds from the sale of the New Notes, as well as funds drawn under its amended and restated working capital facility and cash on hand, to repurchase $136,574,000 of the Old Notes, approximately 95.6% of the outstanding aggregate principal amount of the Old Notes, in settlement of the Tender Offer. Having received the requisite consent from the holders of the Old Notes in the Tender Offer, the Company, certain of its subsidiaries, The Bank of New York Mellon, as trustee and collateral agent, and Bank of America, N.A., executed a fourth supplemental indenture amending the indenture relating to the Old Notes. The Fourth Supplemental Indenture eliminates substantially all of the restrictive covenants, certain events of default and the security interest in the assets of the Company held for the benefit of holders of the Old Notes. In addition, the Fourth Supplemental Indenture reduces the minimum notice period for a redemption from thirty days to three days prior to a redemption date. The Company also issued a notice of redemption for the remaining outstanding principal amount of Old Notes. On April 19, 2011, the Company expects to redeem the remaining principal amount outstanding of the Old Notes at a redemption price equal to 100.00% of the aggregate principal amount of the Old Notes to be redeemed, plus accrued and unpaid interest on the Old Notes to the redemption date. About The Sheridan Group Hunt Valley, Maryland-based The Sheridan Group, Inc. -- http://www.sheridan.com/-- is a specialty printer offering a full range of printing and value-added support services for the journal, catalog, magazine and book markets. The Sheridan Group, Inc., reported a net loss of $5.9 million on $266.2 million of sales for 2010, compared with net income of $8.2 million on $293.9 million of sales for 2009. At Dec. 31, 2010, the Company's balance sheet showed $241.5 million in total assets, $203.4 million in total liabilities, and stockholders' equity of $38.1 million. PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed substantial doubt about The Sheridan Group, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has a significant amount of current debt maturing within the next twelve months and will need to raise additional capital in order to settle these obligations. SI GRAND: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------- Debtor: SI GRAND L.L.C. fka Sleep Grand Traverse, L.L.C. aka Sleep Inn & Suites fdba Sleep Inn Grand Traverse 5520 US 31 N P.O. Box 405 Acme, MI 49610 Bankruptcy Case No.: 11-04316 Chapter 11 Petition Date: April 18, 2011 Court: U.S. Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Scott W. Dales Debtor's Counsel: Michael P. Corcoran, Esq. MICHAEL P. CORCORAN 617 West Front Street Traverse City, MI 49684 Tel: (231) 929-7000 E-mail: 2corm@charter.net Scheduled Assets: $2,121,851 Scheduled Debts: $2,483,138 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/miwb11-04316.pdf The petition was signed by Jeffrey M. Adcock, general manager. SPECIALTY PRODUCTS: Judge Threatens to Replace Lawyers ------------------------------------------------------ Steven Church at Bloomberg News reports that parties in the Chapter 11 case of Specialty Products Holding Corp. were in dispute as to what documents to exchange in connection with a hearing about how much money Specialty may owe asbestos claimants. According to the report, at a hearing April 18, Judge Judith Fitzgerald threatened to replace lawyers with a trustee in the case because of battles over an exchange of documents. "I'm starting to wonder if every counsel in this case needs to be taken off the case and to start over and see if we can get everybody to work together," U.S. Bankruptcy Judge Judith K. Fitzgerald told lawyers for the company and its creditors. The Debtor is demanding details about payments to asbestos victims from past legal proceedings, saying that it wants to use a new economic model to estimate how much it will have to pay asbestos plaintiffs by gathering data about past payments. Attorneys who specialize in asbestos lawsuits say Specialty is asking for private medical data it doesn't need and that the new model is inaccurate. About Specialty Products Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., is a wholly owned subsidiary of RPM International Inc. The Company is the holding company parent of Bondex International, Inc., and the direct or indirect parent of certain additional domestic and foreign subsidiaries. The Company claims to be a leading manufacturer, distributor and seller of various specialty chemical product lines, including exterior insulating finishing systems, powder coatings, fluorescent colorants and pigments, cleaning and protection products, fuel additives, wood treatments and coatings and sealants, in both the industrial and consumer markets. Specialty Products, along with affiliates, filed Chapter 11 petitions to create a trust taking over liability for 10,000 asbestos claims. Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 10-11780) on May 31, 2010, estimating its assets and debts at $100 million to $500 million. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100 million to $500 million. Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as bankruptcy counsel to the Debtors. Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at Richards Layton & Finger, serve as co-counsel. Logan and Company is the Company's claims and notice agent. Blackstone Advisory Partners L.P. is the Debtors' financial advisor and investment banker. As of the Petition Date, the Debtors were defendants in more than 10,000 pending asbestos-related bodily injury lawsuits. A significant portion of these lawsuits involve mesothelioma claims. Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as counsel to the Committee of Asbestos Personal Injury Claimants. SPECIALTY TRUST: Wells Fargo Withdraws Complaint Dismissal Motion ----------------------------------------------------------------- Wells Fargo Bank N.A. notifies parties-in-interest that it has withdrawn its request to dismiss an adversary complaint filed by Tom Gonzales against it in the Chapter 11 case of Specialty Trust, Inc. so that it may re-file the request under the appropriate adversary action. Wells Fargo previously asked the U.S. Bankruptcy Court for the District of Nevada (Reno) to dismiss the Adversary Complaint on March 2, 2011. The hearing for the request was previously set for June 10, 2011. About Specialty Trust Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11 bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No. 10-51432). Sallie B. Armstrong, Esq., and Michelle N. Kazmar, Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch, Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve as the Debtor's bankruptcy counsel. On May 24, 2010, a committee of equity holders was appointed. On September 2, 2010, the Court appointed Grant Lyon as chief restructuring officer ("CRO") of the Debtors. In its schedules, the Debtor disclosed assets of $201,452,048 and liabilities of $109,022,194 as of the petition date. On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr. D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No. 10-51440) filed separate petitions for Chapter 11 relief. In its amended schedules, Specialty Acquisition disclosed assets of $3,886,113 and liabilities of $49,068,173 as of the petition date. In its amended schedules, SAC II disclosed assets of $40,955,000 an liabilities of $39,445,118 as of the petition date. STANFORD INT'L: NBA Rockets, Grizzlies Owners Sued by Receiver -------------------------------------------------------------- Andrew Harris and Laurel Brubaker Calkins, writing for Bloomberg News, report that owners of the National Basketball Association's Houston Rockets and Memphis Grizzlies franchises were sued for almost $1.6 million by the court-appointed receiver for indicted financier R. Allen Stanford. Receiver Ralph Janvey and a group representing Stanford investors sued Houston's NBA team owner, Rocketball Ltd., and Hoops LP, which runs the Memphis team, on April 14 in Dallas. Sued jointly, the professional basketball teams are accused of receiving payments from Mr. Stanford and his co-defendants between March 2006 and November 2008 totaling more than $1.57 million, for which they didn't return equivalent value and may have performed services that furthered the alleged fraud. About Stanford International Bank Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management serves more than 70,000 clients in 140 countries. On Feb. 16, 2009, the U.S. District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission on Feb. 17, 2009, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was also pursued against Mr. Stanford in June 2009 before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. The criminal case is U.S. v. Stanford, H-09-342 (S.D. Tex.). The civil case is SEC v. Stanford International Bank, 09-cv-00298 (N.D. Tex.). STERLING ESTATES: Has Deal for Cash Collateral Use Until April 29 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois approved a stipulation authorizing Sterling Estates (Delaware), LLC to use the cash collateral until April 29, 2011. The stipulation requires Sterling Estates to make regular monthly payments to the Trust and to pay its expenses in accordance with the budget, a copy of which is available for free at: http://bankrupt.com/misc/SterlingEstates_CashBudget.pdf About Sterling Estates Chicago, Illinois-based Sterling Estates (Delaware), LLC, dba Sterling Estates Manufactured Home Community, owns and operates a manufactured home community, a park consisting of pre-manufactured homes placed on individual sites or "pads" that are leased out to customers. It filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319). Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor. The Company estimated assets at $50 million to $100 million and debts at $10 million to $50 million. STERLING ESTATES: Plan Status Hearing Continued to April 28 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois will continue the status hearing on the proposed Chapter 11 plan and disclosure statement of Sterling Estates (Delaware), LLC on April 28, 2011. As previously reported, Sterling Estates has filed an initial proposed Chapter 11 Plan and later filed an amended Chapter 11 Plan. Both Plans proposed to stretch out payments on the Trust's loan, paying only interest for a period -- three years in the original Plan, four years in the amended Plan -- followed by principal and interest payments for a period -- 47 months in the original Plan, 23 months in the amended Plan -- with a balloon payment upon completion of the Plan. Both Plans also propose full payment of unsecured claims and retention of interest by the Debtor's sole managing member. About Sterling Estates Chicago, Illinois-based Sterling Estates (Delaware), LLC, a Delaware Limited Liability Company, dba Sterling Estates Manufactured Home Community, filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319). Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists the Debtor in its restructuring effort. The Company estimated assets of $50 million to $100 million and debts of $10 million to $50 million in its Chapter 11 petition. STETLER CROSS: Lawyer Must Disgorge Retainer, Dist. Court Says -------------------------------------------------------------- Chief District Judge Thomas B. Russell affirmed a Bankruptcy Court order directing Frank Yates, Esq., to disgorge pursuant to 11 U.S.C. Sec. 330(a)(2), fees received from Stetler Cross Ministries, Inc. Mr. Yates represented Stetler Cross for their Chapter 11 bankruptcy. He prepared and filed a Chapter 11 bankruptcy petition (Bankr. W.D. Ky. Case No. 09-11332) on Aug. 3, 2009 for the debtor. On Aug. 15, 2009, he and Stetler Cross entered into a written agreement for legal services. On Aug. 17, 2009, he disclosed to the Bankruptcy Court that he received a $2,000 retainer payment from the Debtor in connection with the bankruptcy case. On May 4, 2010, the U.S. Trustee filed a motion to disgorge Mr. Yates's retainer for failure to comply with bankruptcy procedure. On July 7, 2010, the Bankruptcy Judge granted the motion to disgorge. A copy of the District Court's April 14, 2011 Memorandum Opinion is available at http://is.gd/AbS8Y3from Leagle.com. SUFFOLK OTB: Seeks to Reject Leases for 4 Wagering Facilities ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Suffolk Regional Off-Track Betting Corp. is requesting bankruptcy-court approval to get out of leases at four underperforming wagering facilities it wants to close. In court papers filed Monday, Suffolk OTB said rejecting four leases of space it rents throughout eastern New York would allow it to save about $1.9 million in rent and other obligations, thus slashing the operating losses it's experiencing and boosting the value of its operations. Suffolk OTB, which reviewed all of its 11 leases before filing for bankruptcy protection last month, added that the leases aren't necessary to a successful reorganization. About Suffolk OTB Hauppauge, New York-based Suffolk Regional Off-Track Betting Corporation filed for Chapter 9 bankruptcy protection (Bankr. E.D. N.Y. Case No. 11-71699) on March 18, 2011. Christopher F. Graham, Esq., at McKenna Long & Aldridge LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. As reported by the Troubled Company Reporter on March 30, 2011, The Honorable Dennis Jacobs, Chief Judge of the U.S. Court of Appeals for the Second Circuit, designated Chief Bankruptcy Judge Carla Craig to conduct all proceedings regarding Suffolk OTB. The case was transferred to the bankruptcy court in Brooklyn (Case No. 11-42250), from Central Islip (Case No. 11-71699). SUNSET VILLAGE: Has Until April 30 to Use Cash Collateral --------------------------------------------------------- Sunset Village Limited Partnership won interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois to use the cash collateral for the period April 1 to 30, 2011. As adequate protection, Jefferson-Pilot Investments, Inc. is granted a lien against all properties owned and will be owned by Sunset Village as well as its rights to those properties. Jefferson-Pilot is also granted superpriority administrative expense claim, and replacement liens in Sunset Village's post- petition assets. The court order does not authorize Sunset Village to pay the management fees to Capital First Realty or any other entity during the period without the Court's approval. The Court will hold a hearing on April 27, 2011, at 10:00 a.m., to consider Sunset Village's continued use of cash collateral. Any objections to the continued use of cash collateral must be in writing and filed with the Court prior to the hearing. About Sunset Village Chicago, Illinois-based Sunset Village Limited Partnership is a limited partnership that owns a manufactured home community, consisting of approximately 404 sites, situated on approximately 30.0 acres located at 2450 Waukegan Road, Glenview, Illinois. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-45772) on Oct. 13, 2010. Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists Sunset Village in its restructuring effort. Sunset Village estimated its assets and debts at $10 million to $50 million. SUNSET VILLAGE: Court to Hold Plan Status Hearing on May 18 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois will hold a status hearing on the proposed Chapter 11 plan of reorganization and disclosure statement of Sunset Village Limited Partnership on May 18, 2011, at 1:30 p.m. As reported by the Troubled Company Reporter on Feb. 22, 2011, Sunset Village filed its restructuring plan which provides for distributions to holders of allowed claims from funds realized from the continued operation of its business as well as from its existing cash deposits and cash resources. To the extent necessary, the payment to lender Jefferson-Pilot Investments, Inc., as required by the Plan, may be paid from the proceeds of the refinancing of the underlying mortgage indebtedness due to the lender or from the sale of the property. Priority Tax Claims will be paid in full, in cash inclusive of interest at the applicable statutory interest rate on the Effective Date. Jefferson-Pilot will receive interest only payments for years 1 through 3 at the non-default blended contract rate of 7.37% p.a. Lender will receive principal and interest payments based on a 35 year amortization schedule in year 4, a 30 year amortization schedule in year 5, and based on a 20 year amortization schedule in year 6 through the remainder of the loan term. All payments will be payable on the 15th day of each month following the Effective Date. Unsecured Creditors, in the estimated amount of $311,059.33, will be paid over a period of 10 years. Interest only payments will be made in years 1 and 2. The Debtor's general partner, Sunset Village Corporation, holding a one percent (1%) interest and the Debtor's limited partner, the Klarchek Family Trust, holding a ninety-nine percent (99%) interest, will retain their equity interests in the Debtor after confirmation of the Plan. About Sunset Village Chicago, Illinois-based Sunset Village Limited Partnership is a limited partnership that owns a manufactured home community, consisting of approximately 404 sites, situated on approximately 30.0 acres located at 2450 Waukegan Road, Glenview, Illinois. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-45772) on Oct. 13, 2010. Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists Sunset Village in its restructuring effort. Sunset Village estimated its assets and debts at $10 million to $50 million. SW BOSTON: Court to Consider Disclosure Statement at May 2 Hearing ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachussetts is set to hold a hearing on May 2, 2011, to consider approval of the disclosure statement explaining the proposed joint Chapter 11 plan of reorganization of SW Boston Hotel Venture LLC and its debtor affiliates. The proposed restructuring plan provides for the payment in full to holders of all allowed, non-insider claims from the income generated by the Debtors' operations and the sale of their assets. SW Boston earlier sought court approval to sell the Hotel Condominium and the Parking Condominium to a subsidiary of Pebblebrook Hotel Trust for $89.5 million. The net proceeds of the sale will be paid to The Prudential Insurance Company of America and will substantially reduce its claim. Meanwhile, the Residences will be retained by SW Boston and sold in the ordinary course of business with the proceeds paid to creditors in accordance with the proposed plan. The classes of claims and the recovery for each class of claim under the proposed plan are: Est. Claim Amount Classes at Petition Date Plan Recovery ------------- ----------------- ------------- Class 1 A-H $0 Paid in full Priority Claims Class 2 A-H Prudential $180,803,185 Paid in full Secured Claim Class 3 A-H City of $10,704,247 Paid in full Boston Secured Claim Class 4 A-H Undetermined Paid in full Other Secured Claims Class 5A $279,847 Paid under Mechanics Lien Claims Bovis Agreement Class 6A $1,943,803 Paid in full Bovis Unsecured Claim Class 7 A-H Non-Insider Paid in full General Unsecured Claims $1,200,000 Class 8 A-H Determined upon Lesser of 100% Convenience Claims creditors election of Allowed Claim or $5,000 Class 9 A & C N/A Equity Interests Equity Interests Cancelled Class 9 B & D-H N/A Equity Interests Equity Interests Retained Class 1 A-H, Class 4 A-H and Class 9 B & D-H are unimpaired while the other classes are impaired. Holders of impaired claims are entitled to vote on the plan. Administrative claims, professional fee claims and priority tax claims are not classified under the proposed plan. Professional fee and priority tax claims will be paid in full while administrative claims will be paid in the ordinary course of business. About SW Boston Hotel Boston, Massachusetts-based SW Boston Hotel Venture LLC is the developer of the W Hotel in Boston. The Company filed for Chapter 11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No. 10-14535). Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100 million to $500 million. SW OWNERSHIP: U.S. Trustee Unable to Form Creditors Committee ------------------------------------------------------------- Judy A. Robbins, U.S. Trustee for Region 7, notified the U.S. Bankruptcy Court for the Western District of Texas that she was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of SW Ownership LLC. The U.S. Trustee explained that there was no interest in forming a creditors' committee because an insufficient number of unsecured creditors attended the March 29, 2011, creditors meeting. The U.S. Trustee is represented by: Valerie L. Wenger, Esq. 903 San Jacinto Blvd., Rm.230 Austin, TX 78701 Tel: (512) 916-5328 Fax: (512) 916-5331 E-mail: valerie.l.wenger@usdoj.gov About SW Ownership SW Ownership LLC is a single member limited liability company owned by SW Ownership Holdings LLC. The Debtor owns the project commonly known as "Skywater Over Horseshoe Bay" that is currently being developed in Llano and Burnet counties and is comprised of a roughly 1,600-acre residential community project with an 18-hole, Jack Nicklaus-designed, Signature Golf Course. SW Ownership LLC does not currently maintain operations (save for Project development) and has no employees. Skywater Management LLC is the pre-petition and current manager of the Project for SWO. SW Ownership LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-10485) on Feb. 28, 2011, represented by lawyers at Munsch Hardt Kopf & Harr, P.C. The Debtor disclosed $76,983,491 in assets and $37,793,270 in liabilities as of the Chapter 11 filing. TAYLOR & BISHOP: Court Denies Bridgeview Dismissal Motion --------------------------------------------------------- A hearing was held on March 3, 2011, before the U.S. Bankruptcy Court for the District of Arizona regarding Bridgeview Bank Group's request to dismiss Taylor & Bishop, LLC's bankruptcy case, or in the alternative, lift the automatic stay to allow Bridgeview to prosecute foreclose on its collateral and to prosecute actions against the Debtor's members for failure to meet their mandatory funding obligations. John R. Clemency, Esq. and Lindsi Weber, Esq. appeared on behalf of the Debtor. On behalf of Bridgeview Bank, Susan Freeman, Esq., Marvin Ruth, Esq., Douglas Lipke, Esq., and John Polster, Esq., made appearances. At the hearing, Ms. Freeman stated that there is no equity in the Chapter 11 case and that the Debtor's plan is not confirmable, therefore, dismissal is appropriate. Mr. Clemency stated that the Debtor is getting the plan funded, property taxes are paid, and there is no bad faith by the Debtor. The Court noted that there are procedures set up to protect the security interest of Ms. freeman's client and denied the Motion to Dismiss. The Court ruled that with regard to the stay relief motion, a hearing will be held at the time of confirmation of the Debtor's plan. Phoenix, Arizona-based Taylor & Bishop, LLC, was formed in 2007 solely for the purpose of owning and maintaining the real property located at 1431 West Taylor Street, Chicago, Illinois, in order to house the National Italian American Sports Hall of Fame. From its inception, Taylor & Bishop has operated much like a non-profit company, its fundamental purpose being to pay tribute to Italian- American athletes and raise money for scholarships and other charitable causes. Taylor & Bishop filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-32563) on Oct. 8, 2010. John R. Clemency, Esq., at Gallagher & Kennedy PA, assists Taylor & Bishop in its restructuring effort. According to its schedules, Taylor & Bishop disclosed $16,040,393 in total assets and $9,934,149 in total liabilities at the Petition Date. TEMPUS RESORTS: Plan Confirmation Hearing Set for Today ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida is convening a combined hearing today at 11:00 a.m., to consider approval of the adequacy of the explanatory disclosure statement and confirmation of the First Amended Chapter 11 Plan Of Reorganization of Tempus Resorts International Ltd. and its debtor-affiliates. On March 22, 2011, the Court conditionally approved the adequacy of the Debtors' amended disclosure statement explaining their amended Chapter 11 plan. The Plan provides that holders of Allowed Administrative Claims will be paid in full on the Effective Date of the Plan from the Debtors cash on hand. Holders of Allowed Priority Claims, to the extent any such claims exist, will be paid over a period of five years from the Petition Date with interest. Existing equity in the Debtors will be canceled, the Debtors will be substantively consolidated into a Reorganized Debtor, and the Tempus Acquisition LLC DIP Loan obligations will be converted into new equity in the Reorganized Debtor. Under the Plan, among others, holders of general unsecured claim, owing about $2 million, will recover 5% of their allowed claims. A full-text copy of the First Amended Disclosure Statement is available for free at http://ResearchArchives.com/t/s?75b0 A full-text copy of the First Amended Chapter 11 Plan is available for free at http://ResearchArchives.com/t/s?75af About Tempus Resorts Orlando, Florida-based Tempus Resorts International, Ltd., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-20709) on Nov. 19, 2010. Elizabeth A. Green, Esq., at Baker & Hostetler LLP, assists the Debtor in its restructuring effort. It estimated its assets and debts at $100 million to $500 million. Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10- 20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10- 20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No. 10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No. 10-20718); Tempus International Marketing Enterprises, Ltd. (Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr. M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition. Tempus Resorts estimated its assets and debts at $100,000 to $500,000. Tempus Golf Debt. estimated its assets and debts at $1 million to $10 million. Tempus Palms International estimated its assets at $100 million to $500 million. TERRESTAR NETWORKS: Seeks June Auction; No Buyer Yet ---------------------------------------------------- Bloomberg News reports that TerreStar Networks is asking permission from the bankruptcy court to sell its assets at an auction after a deal with Echostar Corp. fell apart. No buyer is currently under contract to be the stalking horse bidder at the auction. The Debtor proposes that bids be due June 8, followed by a June 15 auction and a hearing on June 20 for approval of the sale. A hearing to set up the auction procedures will be on May 4. "All signs indicate that an open sale process is the most value- maximizing alternative here," the Company said in court papers. Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that TerreStar Networks was unable to cobble together a Chapter 11 plan satisfying various creditor constituencies, so the Debtor is proposing to auction off its assets. Mr. Rochelle recounts that TerreStar Networks had been intending to sell the business to EchoStar until it realized there was insufficient support for the accompanying reorganization plan that had been scheduled for a March 4 confirmation hearing. TerreStar Networks said it has received a purchase offer in February from an unidentified buyer. The Company, however, said the price was insufficient to justify the demanded break-up fee. TerreStar, according to Mr. Rochelle, said the recent experience of a similar company, DBSD North America Inc., counsels for holding an auction. In DBSD's Chapter 11 case, the price increased at auction from $1 billion to $1.49 billion, with first lien creditor Dish Network Corp. ending up as the winning bidder. Mr. Rochelle also recounts that a TerreStar lawyer said during a March court hearing that there were talks with Solus Alternative Asset Management LP and Harbinger Capital Partners LLC, hedge funds that at the time were also hoping to acquire DBSD and combine the two companies. About TerreStar Corp. and TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which were filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC is currently seeking to have its case deemed jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who seek joint administration with TSC are: * TerreStar New York Inc., * Motient Communications Inc. * Motient Holdings Inc., * Motient License Inc., * Motient Services Inc., * Motient Ventures Holdings Inc., and * MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks Inc. or TSN, the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100,000,001 to $500,000,000 in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor THORNBURG MORTGAGE: Trustee Seeks to Retain Godfrey as Counsel -------------------------------------------------------------- BankruptcyData.com reports that Joel I. Sher, Thornburg Mortgage's Chapter 11 trustee, filed a motion with the U.S. Bankruptcy Court to retain Susman Godfrey (Contact: Mark L. D. Wawro) as special litigation counsel for the following contingency fees: twenty percent of the gross sum recovered by a settlement up to and including Sept. 30, 2011; thirty-three and one third percent of the gross sum recovered by a settlement that is agreed upon, or other resolution that occurs, on or before the 60th day preceding any trial or arbitration setting that is then in place; and forty percent of the gross sum recovered by settlement or otherwise after that date, plus reimbursement of reasonable out-of-pocket expenses and disbursements incurred in connection with the litigation. Notwithstanding the foregoing, such contingency fee shall not exceed $7,500,000. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, serves as bankruptcy counsel. Orrick, Herrington & Sutcliffe LLP serves as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., serve as investment banker and financial advisor. Protiviti Inc. provides financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. Thornburg listed total assets of $24.4 billion and total debts of $24.7 billion, as of January 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. TOWNSENDS INC: Ex-Workers Sue for Unused Vacation Pay ----------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that former employees of Townsends Inc. filed a class action against the Company Monday in Delaware for vacation pay they say they are owed after being laid off when the North Carolina facilities where they worked were sold. The plaintiffs, former hourly, nonmanagerial employees, filed the suit on behalf of the estimated 1,325 workers laid off Feb. 25 at three Chatham County, N.C., facilities, according to Law360. About Townsends Inc. Founded in 1891, Townsends Inc. is a third-generation, family- owned poultry company. Headquartered in Georgetown, Delaware, Townsends operates production and processing facilities in Arkansas and North Carolina. Townsends Inc. -- fka Townsend Speciality Foods -- and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on Dec. 19, 2010. As of Dec. 5, 2010, the Debtors disclosed $131 million in total assets and $127 million in total debts. Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves as the Debtors' bankruptcy counsel. McKenna Long & Aldridge LLP serves as special counsel. Huron Consulting Group's Dalton T. Edgecomb serves as the Debtors' chief restructuring officer. SSG Capital Advisors, LLC, serves as investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims, noticing and balloting agent. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has tapped Lowenstein Sandler PC as its counsel and J.H. Cohn LLP as its financial advisor. TRICO MARINE: BoNY's Make-Whole Premium Claim May Be Paid Later --------------------------------------------------------------- U.S. Bankruptcy Judge Brendan L. Shannon in Delaware ruled on April 15 that a make-whole premium is in the nature of liquidated damages, not interest. Bill Rochelle, Bloomberg News' bankruptcy columnist, said that the opinion is important because it's evidently the first on the issue by a judge in the Delaware bankruptcy court. Trico Marine Services, Inc., challenged the validity and priority of a make-whole premium asserted by Bank of New York Mellon Trust Company, N.A., as Indenture Trustee. Pursuant to a court order approving the sale of certain of the Debtors' assets, the Indenture Trustee seeks full and immediate payment of the Make- Whole Premium out of sale proceeds currently held in escrow. Bankruptcy Judge Brendan Linehan Shannon held that the Indenture Trustee's claim for the Make-Whole Premium is not covered by a guarantee because it is not a claim for interest. Given that the Make-Whole Premium does not represent unmatured interest, the Indenture Trustee's claim is therefore not subject to disallowance under 11 U.S.C. Sec. 502(b)(2). With respect to the Make-Whole Premium, the Indenture Trustee holds an allowable but unsecured claim, and as such, is not entitled to full and immediate payment out of the so-called MARAD Escrow on account of the claim outside the Debtors' plan of reorganization. In 1999, Debtor Trico Marine International, Inc., issued notes, payable in 2014, in the amount of $18,867,000 to finance the construction of two supply vessels, the Hondo River and the Spirit River. The Obligation is governed by the terms of a trust indenture, dated April 21, 1999, by and between TMI and Bank One Trust Company, N.A., predecessor-in-interest to BoNY. The Indenture is not secured by any of the Debtors' property. However, to induce the extension of this credit facility to the Debtors, the Obligation was guaranteed by the United States Secretary of Transportation, on behalf of the Maritime Administration -- MARAD -- under the terms of the U.S. Government Guaranteed Ship Financing Bond and the Guarantee of the United States of America, dated April 21, 1999. TMI issued to MARAD a promissory note secured by a first-priority lien on the Vessels dated April 21, 1999, as security for the due and timely payment of the Secretary's Note in the event that the Guarantee is called and MARAD becomes entitled to seek reimbursement from TMI. BoNY is not a party to the Security Agreement. In January 2011, the Debtors sold the Vessels to Odyssea Vessels, Inc., for $13,000,000. In exchange for its consent to the Sale, MARAD required the Debtors to redeem the Obligation in full to ensure that the Indenture Trustee would not call upon the Guarantee. Accordingly, upon closing of the Sale, the Debtors caused the Indenture Trustee to receive $4,555,489, which included the outstanding principal ($4,400,000) and accrued but unpaid interest ($60,489) under the Obligation, as well as an estimate of the Indenture Trustee's attorneys' fees and expenses to date ($95,000). The Court approved the sale on Feb. 2, 2011. Under the terms of the Indenture, the Obligation is also subject to an optional redemption premium that matures only if and when TMI elects, at its option, to redeem the Obligations, "in whole or in part, at any time, at the redemption prices." In advance of the Sale Hearing and in connection with the contemplated Payoff, the Indenture Trustee claimed that it was entitled to receive an additional sum of money on account of the Make-Whole Premium that would accrue upon TMI's election to redeem the Obligations using the proceeds of the Sale. Based upon the date of redemption, the Indenture Trustee asserts that the Make-Whole Premium is $511,849.01, and the record reflects that the Debtors have not contested this figure. However, the Debtors disputed, or at least challenged, the validity and priority of the Indenture Trustee's claim to the Make-Whole Premium, but lacked sufficient opportunity to investigate its validity and priority in advance of the Sale Hearing. Nonetheless, to avoid delaying the Sale, the parties agreed in the Sale Order that the Debtors would reserve $535,000 from the proceeds of the Sale in a separate escrow -- the MARAD Escrow -- pending resolution of the dispute as to the Make-Whole Premium. MARAD has weighed in on this dispute. MARAD contends that the Guarantee does not cover the Make-Whole Premium. To the extent that the Indenture Trustee is seeking payment on an unsecured prepetition claim, the Official Committee of Unsecured Creditors objects to any payment out of the MARAD Escrow to the Indenture Trustee on account of the Make-Whole Premium. Counsel for Bank of New York Mellon Trust Company, N.A., as indenture trustee, are: Kurt Gwynne, Esq. Timothy P. Reiley, Esq. REED SMITH LLP 1201 Market Street - Suite 1500 Wilmington, DE 19801 Tel: 302-778-7550 E-mail: kgwynne@reedsmith.com treiley@reedsmith.com A copy of the Court's April 15, 2011 Opinion is available at http://is.gd/xAzkL1from Leagle.com. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, serve as the Debtor's bankruptcy counsel. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. ULTERRA DRILLING: Moody's Gives Term Loan & Revolver Caa1 Rating ---------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Ulterra Drilling Technologies, L.P.'s proposed senior secured credit facilities consisting of a $90 million term loan and a $15 million revolving credit facility. Moody's also assigned a first time Caa1 Corporate Family Rating (CFR) to Ulterra. The outlook is stable. The majority of the net proceeds from the proposed term loan will be used to repay all of the company's currently outstanding debt. Ratings are subject to a review of the final documentation for the credit facilities (including covenants) and reflect Moody's expectation that the final audited Dec. 31, 2010 financial statements will be materially the same as the preliminary financial statements Moody's has received. "Ulterra's Caa1 CFR reflects the company's small scale, single product line, and very small market share while competing against large diversified services companies," commented Jonathan Kalmanoff, Moody's Analyst. "The ratings also consider Ulterra's exposure to the level of oil and gas drilling activity in North American and Canada and the highly competitive nature of the drill bit business." The rating is supported by the current positive trend in drilling activity, Ulterra's track record of market share growth, a well diversified customer base, geographic diversification between the U.S. and Canada, and an eleven year history in the PDC drill bit business. At March 31, 2011 (pro-forma for the proposed transaction), Ulterra's adjusted Debt/EBITDA was 3.4x. Excluding positive EBITDA adjustments for expenses stemming from faulty components provided by a third-party supplier, Debt/EBITDA would be in the 4x range. Covenants under the proposed credit facilities have not been determined at this time. If after the closing of the credit facilities Ulterra has adequate headroom under the covenants, then the company will have adequate liquidity through the first half of 2012. Capital expenditures are budgeted to be within anticipated cash flow from operations, and following this transaction, Ulterra will have excess liquidity consisting of $12 million of cash and an undrawn $15 million revolving credit facility. There are no debt maturities until 2016 when the proposed credit facilities would mature. Substantially all of Ulterra's assets are pledged as security under the credit facility which limits the extent to which asset sales could provide a source of additional liquidity. The Caa1 senior unsecured note rating reflects both the overall probability of default of Ulterra, to which Moody's assigns a PDR of Caa1, and a loss given default of LGD3-46%. The lack of notching between the CFR and the debt ratings reflects Ulterra's capital structure, which consists of nearly all secured debt. An upgrade or positive outlook, though unlikely in the near future, could occur if Debt/EBITDA were expected to be sustained below 3.0x. Over the longer term, positive rating action could result from substantially increased scale, market position, and geographic and/or product line diversification. A downgrade or negative outlook could result if total liquidity were to drop below $10 million or if covenant headroom were expected to deteriorate as a result of an unexpectedly severe deterioration in sector conditions, a loss of market share, or greater than anticipated working capital needs. The principal methodology used in rating Ulterra was the Moody's Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Ulterra Drilling Technologies, L.P., is a manufacturer of Polycrystalline Diamond Compact (PDC) drill bits and stick-slip reduction tools headquartered in Fort Worth, Texas. UNITEK GLOBAL: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services announced it had assigned ratings to Blue Bell, Pa.-based UniTek Global Services Inc. "We assigned the company our 'B+' corporate credit rating. We also assigned ratings to the company's $175 million senior secured credit facility, consisting of a $75 million senior secured asset- based revolving credit facility due April 2016 (which we rated 'BB' -- two notches above the corporate credit rating -- with a '1' recovery rating) a $100 million senior secured term loan due April 2018 (to which we assigned a 'B' issue-level rating and '5' recovery rating). The '1' recovery rating on the asset-based revolver indicates that lenders can expect very high (90%-100%) recovery in the event of a payment default. The '5' recovery on the term loan indicates that lenders can expect modest (10%-30%) recovery in the event of a payment default. The outlook on the ratings is stable," S&P related. "The ratings on UniTek reflect its aggressive financial profile, high customer concentration, and participation in a very competitive and fragmented industry," said Standard & Poor's credit analyst Naveen Sarma. "Partially tempering factors include our expectation for good growth prospects over the next two years, which we base on the company's sizable backlog, multiyear contracts with key customers, and likely continued healthy capital expenditures by the telecommunications industry over the intermediate term." UniTek is a provider of outsourced infrastructure services, primarily to the satellite TV, broadband cable, and wireless/wireline telecommunications industries. The stable outlook incorporates Standard & Poor's expectation that UniTek's leverage will decline to -- and remain below -- 3x on a sustained basis. "While we expect UniTek to continue making opportunistic acquisitions of small companies that complement its existing business, we have not included such transactions in our assumptions," S&P noted. "We could lower the rating if it was clear that the company could not achieve the 3x leverage target," said Mr. Sarma. "Given the substantial deleveraging required to reach our target, it is highly unlikely that we would raise the ratings in the next year. Even if that target is reached, our current business risk assessment on the company, which incorporates its narrow scale and 100% exposure to the telecommunications and cable industries, limits any possible upgrade." VITRO SAB: Sues Bondholders Over Breached Confidentiality --------------------------------------------------------- Django Gold at Bankruptcy Law360 reports that Vitro SAB de CV filed a suit Thursday in a New York state court accusing a group of noteholders of breaching confidentiality agreements in an attempt to undermine the company's restructuring efforts in Texas. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and is seeking to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Noteholders who oppose the exchange, namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. -- which hold US$75 million, or approximately 6% of the outstanding bond debt -- commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation Counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). A bankruptcy judge in Fort Worth, Texas, has denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. Vitro SAB on April 6 agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The judge will decide later about the involuntary petitions filed against eight non-operating Vitro subsidiaries in the U.S. Vitro SAB on April 14, 2011, re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the first Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization, prompting Vitro to re-file the Chapter 15 petition. In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. VOLT INFORMATION: Fitch Affirms 'BB' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed Volt Information Sciences, Inc. (Volt) ratings: -- Issuer Default Rating (IDR) at 'BB'; -- $42 million senior unsecured facility due February 2013 at 'BB'; -- Secured 8.2% $10 million term loan at 'BBB-'. The Rating Outlook for all ratings remains Negative. Volt's rating has been on Negative Outlook since early in the recent recession, given the effects of the downturn on Volt's primary line of business -- the staffing services segment. In addition, Volt has delayed filing its financial statements with the Securities and Exchange Commission since the second quarter of 2009 while it reviews certain contracts going back to 2002. Although operational results are improving, in Fitch's view the Negative Outlook should be maintained until the company begins filing audited financial statements and certain cash collateral requirements pertaining to its bank facility are removed. Fitch currently believes the company's public statements regarding the performance of the staffing services segment, potential revenue impact of the restatement and the level of cash and debt, as well as certain data presented to Fitch, are adequate to evaluate the company's current performance. In fiscal 2010 (ending Oct. 31, 2010), revenues from the staffing services segment were comparable to the prior year at approximately $1.6 billion. Results from the fourth quarter 2010 and first quarter 2011 demonstrate a strong recovery in the staffing services segment as revenues for the segment grew by approximately 20% in each quarter. An important factor mitigating concerns regarding Volt's accounting issues is the company's strong liquidity position as of Jan. 30, 2011, when it had approximately $71 million of cash and $100 million available on its accounts receivable securitization program. In addition, bank borrowings are fully collateralized by $31 million in restricted cash. With respect to the restatement, Volt is in the process of restating previously issued financial statements for errors in applying accounting rules affecting the timing of recognition revenues and costs for certain contracts in its computer systems division. The contracts are multi-year in nature and have multiple deliverables. Additional adjustments beyond the computer systems division will be necessary. The company has obtained agreements from accounts receivable securitization program lenders extending the time to deliver required audited financial statements to Feb. 7, 2012, with unaudited financial statements to be delivered by Sept. 30, 2011. In May 2010, the company entered a security arrangement with its bank lenders whereby it will maintain cash collateral of 105% against outstanding borrowings, and as long as the cash collateral is maintained, the company will not have to comply with the facility's financial covenants. If not otherwise negotiated, under certain conditions the company may seek to be released from the cash collateral requirements. Fitch is cognizant that the potential restatement reflects the timing of the recognition of revenues and costs and does not have an impact on cash. In terms of potential rating action triggers, a downgrade could occur if the recovery in its operations stalled and the company's operations started burning cash. Conversely, the Outlook could return to Stable if revenue trends stayed positive, the company was current with its filings, and cash collateral requirements were eliminated. Volt's existing ratings reflect its ability to historically maintain adequate liquidity and relatively solid coverage and leverage metrics through up and down cycles in the economy. In addition, the company has moderately diversified its sources of operating income away from the staffing services segment, largely through acquisitions in the computer systems area. In addition to its cash balances, liquidity is provided by the company's $150 million accounts receivable securitization program (expires in 2013), which had $50 million outstanding as of Jan. 30, 2011. The liquidity facility supporting the program expires on March 15, 2012. Owing to cash collateral requirements, Fitch does not expect material additional liquidity to be provided by the senior unsecured $42 million revolving facility ($24 million outstanding on Jan. 30, 2011) which expires in February 2013. The revolving credit facility is guaranteed by eight original subsidiaries of the company as well as three Volt Delta Resources subsidiaries. Once the cash collateral is released, the main financial covenants that will apply include a minimum interest coverage ratio of 4.0 times (x) and a maximum debt to EBITDA ratio of 3.0x. WAVE SYSTEMS: Inks $3.5MM Pact With BASF for PC Maintenance ----------------------------------------------------------- Wave Systems Corp. announced a $3.5 million agreement with BASF SE to provide the leading chemical company with Wave's EMBASSY(R) client, server software and maintenance services for its new global fleet of personal computers. BASF, headquartered in Ludwigshafen, Germany, ordered both software licences and accompanying maintenance agreements for Wave's flagship EMBASSY(R) Remote Administration Server (ERAS). ERAS gives IT the power to turn on each self-encrypting drive (SED) in seconds (as opposed to up to several hours per PC with software-based encryption), set security policies and provide detailed event logs to demonstrate that the data was fully encrypted if a laptop goes missing. The order involves tens of thousands of ERAS licenses, maintenance orders for 2011 and additional maintenance orders for all of 2012. Wave anticipates fulfilling the order in the second calendar quarter and expects to record approximately $2.8 M of license sales and this year's maintenance as revenue ratably over the remainder of 2011, with 2012 maintenance of approximately $700,000 to be recognized ratably over the full year of 2012. About BASF BASF is the world's leading chemical company. Its portfolio ranges from chemicals, plastics, performance products, and agricultural products to oil and gas. As a reliable partner BASF creates chemistry to help its customers in virtually all industries to be more successful. With its high-value products and intelligent solutions, BASF plays an important role in finding answers to global challenges such as climate protection, energy efficiency, nutrition and mobility. BASF posted sales of more than EUR 63.9 billion in 2010 and had approximately 109,000 employees as of the end of the year. BASF shares are traded on the stock exchanges in Frankfurt (BAS), London (BFA) and Zurich (AN). Further information on BASF is available on the Internet at www.basf.com or in the Social Media Newsroom at newsroom.basf.com. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave's independent registered public accounting firm has issued a report dated March 16, 2010, that includes an explanatory paragraph referring to its significant operating losses and substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $4.12 million on $26.05 million of total net revenues for the year ended Dec. 31, 2010, compared with a net loss of $3.34 million on $18.88 million of total net revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $17.08 million in total assets, $14.38 million in total liabilities and $2.70 million in total stockholders' equity. WAVERLY GARDENS: Wins Approval to Employ Senior Living as Broker ---------------------------------------------------------------- Waverly Gardens of Memphis, LLC, and Kirby Oaks Integra, LLC sought and obtained approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Senior Living Investment Brokerage Inc. to market and sell their real properties in Memphis, Tennessee. The Debtors own two senior living facilities consisting of a total of 248 units. One facility known as Waverly Gardens consists of 196 rental units and is owned by Waverly. The other facility known as Waverly Glen, which consists of 52 rental units, is owned by Kirby Oaks. The Debtors proposed to pay the firm for its services based on a flat rate and fixed percentage in the amount of 6% payable at the closing of the sale. Senior Living does not represent or hold any interest adverse to the Debtors or their estates with respect to the matters for which the firm is to be employed, according to the Debtors' lawyer, Michael Coury, Esq., at Butler, Snow, O'Mara, Stevens & Cannada PLLC, in Memphis, Tennessee.. About Waverly Gardens of Memphis Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two senior living facilities consisting of a total of 248 units. Waverly Gardens consists of 196 rental units and is located at 6539 Knight Arnold Road, Memphis, Tennessee 38115. Kirby Oaks consists of 52 rental units and is located at 6551 Knight Arnold Road, Memphis, Tennessee 38115. The Debtors filed separate petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn. Lead Case No. 08-30218). Michael P. Coury, Esq., and Robert Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens & Cannada, represent the Debtors as counsel. Waverly Gardens estimated assets at $10 million to $50 million, and debts at $1 million to $10 million. Kirby Oaks estimated assets and debts at $1 million and $10 million. WEGENER CORP: Inks 16th Amendment to 1996 Loan & Security Pact -------------------------------------------------------------- Wegener Communications, Inc., and The David E. Chymiak Trust Dated December 15, 1999, entered into a Twelfth Amendment, to a certain Loan and Security Agreement dated June 5, 1996. Among other things, the Twelfth Amendment added certain substantive changes to the Security Agreement including, but not limited to, a requirement that the Company be in compliance with a solvency representation provision on the last day of our fiscal 2010 third quarter ended May 28, 2010. On June 11, 2010, the Company and the Trust entered into a Thirteenth Amendment to the Security Agreement which changed the date of compliance for the solvency representation to the last day of our fiscal 2010 fourth quarter ending on Sept. 3, 2010. On Nov. 8, 2010, the Company and the Trust entered into a Fifteenth Amendment to the Security Agreement which extended the date of compliance for the solvency representation from the last day of our fiscal 2010 fourth quarter, to the last day of our fiscal 2011 second quarter ending on March 4, 2011. On April 13, 2011, the Company and the Trust entered into a Sixteenth Amendment to the Security Agreement. The Amendment further extended the date of compliance for the solvency representation from the last day of the Company's fiscal 2011 second quarter, to the last day of the Company's fiscal 2011 third quarter ending on June 3, 2011. A full-text copy of the Sixteenth Amendment is available at no charge at http://is.gd/PhULz0 About Wegener Corp. Johns Creek, Ga.-based Wegener Corporation -- http://www.wegener.com/-- was formed in 1977 and is a Delaware corporation. The Company conducts its continuing business through Wegener Communications, Inc. (WCI), a wholly-owned subsidiary. WCI, a Georgia corporation, is an international provider of digital video and audio solutions for broadcast television, radio, telco, private and cable networks. In Wegener's annual report filed on Nov. 15, 2010, on Form 10-K for the fiscal year ended Sept. 3, 2010, Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a capital deficiency. The Company's balance sheet as of September 3, 2010, showed $8.36 million in total assets, $8.49 million in total liabilities, and a stockholders' deficit of $131,688. WESTERN APARTMENT: Has Interim OK to Use OWB's Cash Collateral -------------------------------------------------------------- Western Apartment Supply & Maintenance Co., sought and obtained interim authorization from the Hon. Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii to use the cash collateral of OWB until June 2011. The total scheduled amount due the Secured Creditor, as of the Petition Date is in the principal amount of approximately $11,703,209 secured by a first and second mortgages, promissory note and financing statement. Jerrold K. Guben, Esq., at O'Connor Playdon & Guben LLP, explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/WESTERN_APARTMENT_budget.pdf In exchange for using the cash collateral, the Debtor will grant the Secured Creditor replacement liens having the same priority and extent as the respective Secured Creditor's existing security interests in its prepetition collateral, and monthly payment of $60,000, with the first payment due before the final hearing but not later than 30 days from the date of the filing. The Court has set a final hearing for May 2, 2011, at 9:30 a.m. on the Debtor's request for authorization to use cash collateral. Western Apartment Supply & Maintenance Company owns and operates the Days Inn Maui Oceanfront Inn at 2980 S. Kihei Road, Kihei, Maui Hawaii. It filed a Chapter 11 petition (Bankr. D. Hawaii Case No. 11-00941) in Honolulu, Hawaii, on April 5, 2011. Jeffery S. Flores, Esq., and Jerrold K. Guben, Esq., at O'Connor Playdon & Guben LLP, serve as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts between $10 million and $50 million. This is the third time Western Apartment has sought bankruptcy protection. It first filed a Chapter 11 petition (Case No. 04- 00072) in January 2004 then returned to Chapter 11 (Case No. 06- 00459) in July 2006. Both cases were dismissed and Western Apartment continued to operate the hotel. YOUTH & FAMILY: S&P Withdraws 'B' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew all its ratings on Austin, Texas-based Youth & Family Centered Services Inc., including its 'B' corporate credit rating. The action follows the sale of the company and repayment of its existing debt. ZEIGER CRANE: Hearing on Chapter 11 Trustee Appt. Set for April 21 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida will hold a hearing on April 21, 2011, to consider the appointment of a Chapter 11 trustee in the bankruptcy cases of Zeiger Crane Rental, Inc. and its debtor affiliates. People's United Equipment Finance Corp., a secured creditor, called for the appointment of a Chapter 11 trustee due to the alleged illicit conduct of the Debtors and their principal, Steve Zeiger. It questioned in particular the payment of more than $400,000 to insiders in the days leading up to the Debtors' bankruptcy filing. Zeiger Crane Rental, Inc., is a nationwide crane rental company that has been operating out of Palm Beach County, Florida, since 1986. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14183). The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11 petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185). The cases are jointly administered. Zeiger Crane is the lead case. * Mass. Gov. Patrick Says Muni Bankruptcy Not Necessary ------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reported that Massachusetts Democratic Gov. Deval Patrick dismissed bankruptcy as a way for financially stressed cities and towns to face down their problems. "It's a dumb and unnecessary idea," Gov. Patrick said Wednesday while speaking at the National Press Club in Washington, according to DBR. Municipalities nationwide are struggling as labor and debt costs rise and tax revenue shrinks. According to DBR, Gov. Patrick said the situation in Massachusetts and many other states is further complicated because state funding to local governments is being cut. Still, he said bankruptcy shouldn't be looked at as a solution According to DBR, Gov. Patrick, at an event to promote his new book, "A Reason to Believe," said a combination of savings and tax increases can help rescue municipalities from financial peril. The governor is also calling for local government workers to pay a greater share of their own health-care bills. Meanwhile, Sara Murray, writing for The Wall Street Journal's Washington Wire, reported that Rep. Patrick McHenry (R., N.C.), chairman of a House Oversight Committee panel, said Wednesday that Republicans have dismissed the idea of pushing legislation that would allow states to declare bankruptcy. According to Washington Wire, Mr. McHenry's subcommittee has held a series of hearing on state and local debt and municipal markets, including discussions about allowing states to declare bankruptcy. Republicans' primary concern was that unfunded pension and retiree health-care liabilities could push states to insolvency and send them to Congress looking for bailouts. A bankruptcy option would have offered an alternate to a federal government rescue. * U.S. Probes Collussion Among Large Banks Over LIBOR Rates ----------------------------------------------------------- Joseph Palazzolo, Jean Eaglesham and Carrick Mollenkamp, writing for The Wall Street Journal, reported that U.S. investigators are examining whether some of the world's biggest banks colluded to manipulate a key interest rate before and during the financial crisis, affecting trillions of dollars in loans and derivatives, say people familiar with the situation. According to the Journal, for the past year, law-enforcement officials have been investigating whether the U.S. and European banks understated their own borrowing costs, which are used to calculate the London interbank offered rate, or Libor. The investigators are now looking into whether the banks effectively formed a global cartel and coordinated how to report borrowing costs between 2006 and 2008. The Journal said that, according to people familiar with the yearlong probe, U.S. regulators are focusing on Bank of America Corp., Citigroup Inc. and UBS, among others, and have sent subpoenas to those banks. The three banks declined to comment. * As Calif. Foreclosures Rise, Foreclosure Investment Flourishes ---------------------------------------------------------------- ForeclosureDeals.com revealed that while California foreclosures are up significantly since the beginning of the year, foreclosures in California are taking up to a year to reach the market. California has long been home to the largest inventory of foreclosure properties in a single state, and the trend is continuing. New statistics on foreclosed homes in California revealed by ForeclosureDeals.com show that foreclosures across the state rose 35% between February and March of 2011. But in addition to rising foreclosure rates, California foreclosed homes are now taking much longer to get to auction. In some areas, such as San Mateo and Santa Clara counties, the average time for a foreclosure to go to auction is one year. "The California foreclosure process has really slowed down, and it's created a lot of great buying opportunities for foreclosure investors," remarked James Foxx, ForeclosureDeals' chief business analyst. Mr. Foxx pointed out that foreclosure courts in California are making sure that each foreclosure has been carefully reviewed before going to public sale, in light of the recent "robo-signing" scandal, involving bank foreclosures that were pushed through to foreclosure without providing defaulted homeowners with time to pay off their debt. "Foreclosures are taking 6, 9, 12 months to go to sale, and it's slowly creating a buyer's market." Home sales, however, have been on a steady rise in California in the past few months, and rose by 33% in March alone. Buyers are also turning to buying foreclosures in California much more often, as California foreclosure properties and distressed homes accounted for more than 57% of all home sales in the state in March. Reports show that California foreclosures are common in areas nearby military bases, such as San Diego, Murrieta, and Fallbrook. Since homebuyers in these areas are itinerant military families, they often move and are unable to sell their homes in the depressed market. But foreclosure investment has also taken root in the area, with foreclosed houses bought up to be rented to new military arrivals. "People are definitely paying attention to California foreclosures, because they offer so much value," Foxx remarked. "When you've got a situation with increased interest in foreclosure investment, but a healthy supply of foreclosure homes, it's a great time to buy. You're going to find a lot of homes going for low prices so that lenders can sell off the backlog." About ForeclosureDeals ForeclosureDeals.com -- http://ForeclosureDeals.com-- is a leader in the foreclosure news and foreclosure listings field. With a database of over 1.5 million foreclosure properties listed nationwide and daily updates on foreclosure advice and investment information, ForeclosureDeals.com is a one-stop source for foreclosure buyers and real estate investors. Visit to learn more. * Cerberus Raising $3+ Billion in New Distressed Fund ----------------------------------------------------- Sabrina Willmer, writing for Dow Jones Private Equity Analyst, reports that Cerberus Capital Management LP is launching its next flagship distressed fund, but aims to raise half the size of the $7.5 billion vehicle that it is currently investing. Dow Jones relates Cerberus aims to raise $3.75 billion for its next flagship fund, Cerberus Institutional Partners V, according to a cover letter for the fund's private placement memorandum. The firm formally began fund raising last week when it sent memorandums to investors and expects to hold a first close on the vehicle in September. A Cerberus spokesman declined to comment on the fund raising Dow Jones recounts that Cerberus four years ago made headlines for raising the largest single distressed debt pool to date. According to Dow Jones, Cerberus aggressively had increased the size of Cerberus Institutional Partners LP Series IV from its third offering, which raised $1.8 billion in 2003. That move, Dow Jones notes, was at the height of the market boom and before the souring of bets on Chrysler and General Motors Acceptance Corp. on the economic downturn. * CROs to Speak at Turnaround Management Association Webinar ------------------------------------------------------------ High-stakes drama is commonplace for chief restructuring officers deployed when companies are stuck in a morass of financial and operational trouble. Along with thick skin, CROs must possess knowledge of federal and state law, finesse in negotiating with anxious creditors and tight-fisted vendors, and deftness in using turnaround management techniques. Turnaround Management Association will present a Webinar on strategies used by chief restructuring officers, CRO 101-Using the Tools, Thursday, April 21, 2011, at noon Eastern. The speakers, all TMA members, include: Moderator: William Snyder, CTP, Managing Partner, CRG Partners Group LLC, Dallas As CRO, Snyder contended with angry fans and riled bidders for the American League champion Texas Rangers baseball team. With more than 25 years' experience, Mr. Snyder has restructured and guided companies in a variety of industries, including distribution, food service, healthcare, high-tech, manufacturing, retail, restaurants, and telecommunications. He was CRO on the team earning TMA's 2010 Turnaround of the Year Award for restructuring Pilgrim's Pride, one of the largest U.S. chicken producers. Brad Coulter, CTP, Director, O'Keefe & Associates, Bloomfield Hills, MichiganCoulter parlayed experience as a finance director in manufacturing into a fruitful career in corporate restructuring. He has developed and managed the implementation of turnaround plans for automotive suppliers, medical clinics, retail chains, convenience store chains, machine tool companies, building material dealers and distributors, and engineering firms. Engagements include Yaldo Eye Center and American International Inc. Jacen Dinoff, Principal and Chief Executive Officer, KCP Advisory Group LLC, Burlington, Massachusetts Mr. Dinoff's expertise, earned over more than 16 years, marries accounting, finance, management and operations expertise and experience in bankruptcy case administration. He has worked on financial and operational restructurings and asset divestitures, and held debtor and creditor advisor roles. Engagements include Alpina Sports Corp. and Dunkin's Diamonds. Carl Lane, Managing Director, AlixPartners, Chicago, Illinois With more than 16 years' experience, Lane specializes in providing restructuring counsel to distressed companies, creditors, shareholders, and other interested parties. He has guided management in developing approaches to restructuring and business plans, performed analyses on capital restructuring, and assisted in the disposition of assets. Bally Total Fitness, Federal Mogul, and Orius Telecommunications are among recent engagements. Chicago-based Turnaround Management Association -- http://www.turnaround.org-- has more than 9,000 members in 47 chapters worldwide. * David Phelps Joins Brincko Group as Senior Managing Director -------------------------------------------------------------- David N. Phelps, a nationally recognized financial and operational restructuring professional, has joined the Brincko Group as Senior Managing Director and head of the firm's new Chicago office. As Senior Managing Director, he will report to John Brincko, President of Sitrick Brincko Group LLC. Mr. Phelps has more than 30 years of operational and financial leadership experience, and for the past 10 years has served in senior advisory and interim management roles for companies undergoing both in-court and out-of-court restructurings. Mr. Phelps will lead the Chicago office and be responsible for national accounts. Prior to joining Brincko, Mr. Phelps served as Co- Managing Member and Chief Operating Officer of Bridge Associates LLC, a boutique financial advisory and consulting firm providing interim management, financial advisory and valuation/solvency consulting services to a diverse group of clients, with positions throughout the capital structure. While at Bridge, Mr. Phelps advised clients in various industries, including media, manufacturing, financial services, distribution, retail, construction, energy, and transportation logistics with market capitalizations ranging from lower middle market companies to publicly-traded fortune 100 companies. "David's depth and breadth of experience in both large and mid-cap restructurings and his ability to handle many roles make him a tremendous addition to the Brincko team," Mr. Brincko said. "We are delighted to have him lead our new Chicago office and work with us in our worldwide practice." Mr. Phelps' practice will focus on debtor work, representation of secured creditors, litigation support, and management of orderly wind-down situations. He has previously served as interim Chief Executive Officer, interim Chief Restructuring Officer, and interim Chief Financial Officer for companies undergoing both financial and operational restructurings. Additionally, Mr. Phelps has served as an advisor to various corporate boards and as litigation trustee, liquidation trustee, and plan administrator in Chapter 11 cases. Mr. Phelps earned a Bachelors of Science in Accounting from Indiana University and is a Certified Public Accountant. He is a member of the American Bankruptcy Institute, the Turnaround Management Association, the American Institute of Certified Public Accountants, the National Council for the Valparaiso University School of Business, and various other professional organizations. The Brincko Group provides these global services: operational and financial turnaround and restructuring; corporate and financial advisory; interim and crisis management; dispute resolution; litigation support; and bankruptcy claims administration and management. The Brincko Group is a unit of Sitrick Brincko Group LLC, which is comprised of Sitrick And Company and the Brincko Group. Sitrick And Company is an international strategic and crisis communications firm. SBG is a wholly-owned subsidiary of Resources Connection Inc. The firm has offices in Los Angeles; Riverside and Santa Monica, CA; New York; Chicago; San Francisco; and Miami. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- April 27-29, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott, Chicago, IL Contact: http://www.turnaround.org/ May 5, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - New York City Association of the Bar of the City of New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 6, 2011 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Hilton New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ June 6, 2011 AMERICAN BANKRUPTCY INSTITUTE Canadian-American Cross-Border Insolvency Symposium Fairmont Royal York, Toronto, Ont. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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 ***