/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110428.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 28, 2011, Vol. 14, No. 116 Headlines 5TH AVENUE: Wants to Hire Blitz Lee as Accountant 5TH AVENUE: Plan Filing Exclusivity Expires April 30 9401 SOUTHWEST: U.S. Trustee Unable to Form Creditors Committee 9401 SOUTHWEST: Gives Up Property to MidFirst, Seeks Dismissal AIRTRAN HOLDINGS: Southwest Merger Gets Antitrust Clearance ALISO COMMONS: Court to Hear Bank's Dismissal Request Today AMBASSADORS INT'L: Judges OKs Tweaked Bankruptcy Loan Deal AMERICAN APPAREL: Secures $14.9 Million From Rescue Financiers APPLIED MINERALS: PMB Helin Raises Going Concern Doubt ASARCO LLC: Files Post-Confirmation Report for 1st Quarter ASARCO LLC: District Court Rules on Transcript Costs ASARCO LLC: Demolition of El Paso Site Begins ASNACO LLC: Gets Access to Cash Collateral Until May 23 BANNING LEWIS: Seeks to Sell Colorado Development at Auction BARNES BAY: Committee Wants to Tap Womble Carlyle as Co-Counsel BARNES BAY: Committee Seeks to Hire Brown Rudnick as Co-Counsel BARNES BAY: Committee Retain FTI as Financial Advisors BARNES BAY: Files Schedules of Assets and Liabilities BARRINGTON BROADCASTING: S&P Raises Corp. Credit Rating to 'B' BEACONCAST MEDIA: Files for Chapter 7 Liquidation BERNARD L. MADOFF: Investors Demand Report on Ponzi Probe BLACKBOARD INC: S&P Places 'BB-' on Watch Due to Unsolicited Offer BLOCKBUSTER INC: Dish Closes $320 Mil. Purchase After Judge's OK BOSTON GENERATING: Dodges 225 Claims from Execs., Creditors BUILDERS FIRSTSOURCE: Incurs $21.2-Mil. Net Loss in 1st Quarter CAPITAL HOME: TCF Seeks Dismissal or Conversion of Ch. 11 Case CATASYS, INC: Files Registration Statement for $10-Mil. Offering CATASYS, INC: Registers Shares for $14-Mil. Stock Incentive Plan CHINA VOICE: Posts $186,500 Net Loss in Dec. 31 Quarter CHINA SHEN ZHOU: Sherb & Co. Raises Going Concern Doubt CMP SUSQUEHANNA: S&P Raises Corporate Credit Rating to 'B' CN DRAGON: Incurs $110,400 Net Loss in Dec. 31 Quarter COLONIAL BANK: FDIC Wants Plan Hearing Delayed Pending Appeal COLUMBIA FINANCIAL: Fitch Downgrades Individual Rating to 'C' CONGRESS SAND: Plan Outline Hearing Today COUNTRYWIDE FIN'L: BofA Wins Dismissal of Securities Suit CRYOPORT INC: Amends Prospectus for Offering of 39-Mil. Shares CUMULUS MEDIA: S&P Raises Corporate Credit Rating to 'B' CUMULUS MEDIA: Moody's Hikes Corporate to 'B1' with CMP Purchase CUMULUS MEDIA: Amends Investment Agreement with Crestview, et al. CUMULUS MEDIA: Intends to Offer $610 Million Sr. Notes Due 2019 DEVELOPING EQUITIES: Court Extends Plan Filing Period to May 16 DHILLON PROPERTIES: Wants Alan R. Smith Law Offices as Attorneys DIABETES AMERICA: Exclusive Plan Filing Pd. Extended to Aug. 19 DIGITILITI INC: Board Chairman Roy Bauer Resigns DIRECTBUY HOLDINGS: S&P Places 'B' Corporate on Watch Negative DONG-IN DEVELOPMENT: Bank Wins Dismissal of Chapter 11 Case DOT VN: To Host Vietnamese Language Domain Name Launch in Hanoi EDRA BLIXSETH: Ex-Husband Loses Bid to Halt Family Compound Sale ELEPHANT TALK: Philip Hickman Has 253,864 Shares at Dec. 31 EMIVEST AEROSPACE: Metalcraft Acquires Assets for $5.1 Million EMPIRE HOLDINGS: U.S. Trustee Seeks Conversion to Chapter 7 ENERGY FUTURE: To Sell $2.5 Billion of Series P, Q & R Sr. Notes ENERGY FUTURE: To Offer $4.65 Billion of Sr. Notes Due 2017 ENERGY FUTURE: To Offer $1.06 Billion Sr. Secured Notes Due 2020 FIRSTBANK PUERTO RICO: Moody's Downgrades Long-Term Deposits GLOBAL CROSSING: UK Subsidiary Incurs GBP6.95MM Net Loss in 2010 HARRIS COUNTY: S&P Affirms 'B-' Rating on Junior Lien Bonds HELLER EHRMAN: Suit v. Arnold Porter Survives Motion to Dismiss ILLINOIS: Faces $8.3BB Unpaid Obligations by Fiscal Year End IMMANUEL LLC: Court Rejects Bid to Redact March 16 Transcript JETBLUE AIRWAYS: Reports $3 Million Net Income in March 31 Qtr. JETBLUE AIRWAYS: Provides Updates and Q2 Guidance to Investors JOHN E HARMS: Tekmen's Motion to Vacate Judgment Denied JOHNSTON RE: S&P Assigns 'BB-' Ratings on Class A and B Notes JUNIPER GROUP: Amends 2010 Form 10-K; Posts $3.69-Mil. Profit LEE ENTERPRISES: Selling $1.055 Billion of Junk Bonds LEE ENTERPRISES: Moody's Says Ratings Not Affected by Refinancing LEELAND STATION: Fraser Did Not Earn Commission in Hovnanian Deal LEHMAN BROTHERS: Wins OK for Add'l Investment in NY Properties LEHMAN BROTHERS: Wins Approval of Aegis Settlement LEHMAN BROTHERS: LCPI Has Nod for Innkeepers Bankruptcy Deal LEHMAN BROTHERS: LCPI Wins OK to Purchase Pine CCS Notes LEHMAN BROTHERS: Paulson Bought Lehman Debt at Steep Discount LEHMAN BROTHERS: To Begin Sale Process for Aurora Bank in June LPATH INC: Files Post-Eff. Amendment to 10.6-Mil Shares Prospectus LPATH INC: Files 3rd Amendment to 9.12-Mil. Shares Prospectus LPATH INC: Files 4th Amendment to 25.8-Mil. Shares Prospectus MACMENAMIN'S GRILL: Avoidance Suit Ruling Conflicts With 3rd Cir. MERCANTIL COMMERCEBANK: Fitch Affirms 'B' ST Issuer Default Rating MILLLENNIUM MULTIPLE: Sought Turnover of Cash Value of Policies NEIMAN MARCUS: Moody's Rates Proposed Term Loan at 'B2' NGPL PIPECO: S&P Downgrades Corporate Credit Rating to 'BB+' NNN 2003: Sevens Building Foreclosed, Sold to General Electric NO FEAR: To Spend $220T of DIP Loan for Racing Brand NORTEL NETWORKS: Has OK to Sell IP Addresses to Microsoft PETROFLOW ENERGY: Has Deal to Sell to Equal Energy for $93.5-Mil. PJ FINANCE: Committee Proposes Carl Marks as Financial Advisers PRINTCRAFTERS GROUP: Goes Into Receivership, Cuts 125 Jobs RADIOSHACK CORP: Fitch Rates New Senior Unsecured Notes 'BB' RADIOSHACK CORP: S&P Rates $300MM Senior UnSecured Notes 'BB' RASER TECHNOLOGIES: Has Not Paid $10.3MM Under Thermo Financing RIVER ROAD: Court Approves Two Banks' Plan Outline SENSATA TECHNOLOGIES: Incurs $8.93-Mil. Net Loss in March 31 Qtr. SHERWOOD FARMS: Court Confirms Chapter 11 Liquidation Plan SKINNY NUTRITIONAL: About 1 Million Cases of Skinny Water Sold SWAY STUDIO: Seeks to Reassign Ad Contracts to Big Block TASTY BAKING: Compass Merger Offers to Buy All Common Shares TP INC: Court Rejects Dismissal Motions, Okays Ch. 11 Trustee TRI-STAR TOOL: Goes Into Receivership, Taps Dizard as Receiver TRIBUNE CO: Shareholders Have Green Light to Sue Over LBO TRIBUNE CO: Ex-Officers' Claims Deemed Timely Filed TRIBUNE CO: Creditors Committee Proposes SVG as Special Counsel UNITED CONTINENTAL: NMB Election for IAM-Represented FA UNITED GILSONITE: Can Access $1.5 Million DIP Loan From PNC Bank UNIVISION COMMUNICATIONS: Moody's Rates Proposed First Lien Notes UNIVISION COMMUNICATIONS: Fitch Rates Senior Sec. Notes 'B+/RR3' VANTAGE LOFTS: Case Summary & 20 Largest Unsecured Creditors WCK, INC.: Voluntary Chapter 11 Case Summary WORLDCOM INC: Waldinger Has $188T Unsecured Quantum Meruit Claim W.R. GRACE: Net Income Decreases 3.7% to $54.2-Mil. in 1st Quarter W.R. GRACE: Wins OK to Implement 2011 Long-Term Incentive Plan W.R. GRACE: Proposes DeKalB County Consent Order W.R. GRACE: Court of Appeals Dismisses Anderson Appeal XINERGY CORP: S&P Assigns 'B-' Corporate Credit Rating * Recent Small-Dollar & Individual Chapter 11 Filings ********* 5TH AVENUE: Wants to Hire Blitz Lee as Accountant ------------------------------------------------- 5th Avenue Partners LLC asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Blitz Lee & Company as its accountant. The firm is expected to prepare consolidated federal and state income taxes returns for the Debtor and its subsidiary, if necessary, for the year Dec. 31, 2011, and perform any other tax accounting services as the Debtor may require of the firm in connection with its Chapter 11 case. The firm will charge $15,000 fee for this engagement. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Newport Beach, California-based 5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667) on June 25, 2010. Marc J. Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach, California, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in total assets and $50 million to $100 million in total debts as of the Petition Date. Peter C. Anderson, the U.S. Trustee for Region 16, appoints nine members to the Official Committee of Unsecured Creditors in 5th Avenue Partners' Chapter 11 case. 5TH AVENUE: Plan Filing Exclusivity Expires April 30 ---------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended the exclusive periods of 5th Avenue Partners LLC to file a Chapter 11 plan until April 30, 2011, and solicit acceptances of that plan until June 30, 2011. About 5th Avenue Newport Beach, California-based 5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667) on June 25, 2010. Marc J. Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach, California, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in total assets and $50 million to $100 million in total debts as of the Petition Date. Peter C. Anderson, the U.S. Trustee for Region 16, appoints nine members to the Official Committee of Unsecured Creditors in 5th Avenue Partners' Chapter 11 case. 9401 SOUTHWEST: U.S. Trustee Unable to Form Creditors Committee --------------------------------------------------------------- Judy A. Robbins, the U.S. Trustee for the Southern District of Texas notified the U.S. Bankruptcy Court that he was unable to appoint an official Committee of Unsecured Creditors in the Chapter 11 case of 9401 Southwest Houston LLC. The U.S. Trustee explained that there are not three eligible unsecured creditors. The U.S. Trustee is represented by: Ellen M. Hickman, Esq. 515 Rusk, Suite 3516 Houston, TX 77002 Tel: (713) 718-4650 Fax: (713) 718-4680 Houston, Texas-based 9401 Southwest Houston, LLC, is a single asset real estate that owns a 95% interest in an office building at 9401 Southwest Freeway, Houston, Harris County, Texas. It filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 11- 31519) on Feb. 23, 2011. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts at $10 million to $50 million. 9401 SOUTHWEST: Gives Up Property to MidFirst, Seeks Dismissal -------------------------------------------------------------- 9401 Southwest Houston, LLC, and its principal secured creditor, MidFirst Bank, ask the U.S. Bankruptcy Court for the Southern District of Texas to dismiss the Chapter 11 case. MidFirst Bank is owed approximately $19 million. The debt is guaranteed by Andrew A. Lewis who owns a 50% interest in the Debtor. On April 14, 2011, the Debtor, MidFirst Bank and guarantor participated in a voluntary mediation before former Bankruptcy Judge William Schultz. During the mediation the parties reached an agreement. The primary terms and conditions of the agreement include: a. Entry of an agreed order modifying the automatic stay to permit MidFirst Bank to exercise its rights with respect to the property (an office building located at 9401 Southwest Freeway, Houston, Harris County, Texas), including the right of foreclosure, and the delivery of all cash collateral to MidFirst. b. Entry of an order dismissing the Chapter 11 case. c. Upon entry of either the stay order or the dismissal order, transfer of all pre- and post- petition rents to MidFirst Bank. d. Upon entry of the dismissal order, the Debtor will transfer the property to MidFirst Bank by deed in lieu of foreclosure. The Debtor adds that other than MidFirst Bank, the schedules reveal only four other unpaid creditors in the case. The total owed these creditors is $72,470. About 9401 Southwest Houston, LLC Houston, Texas-based 9401 Southwest Houston, LLC, is a single asset real estate that owns a 95% interest in an office building at 9401 Southwest Freeway, Houston, Harris County, Texas. It filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 11- 31519) on Feb. 23, 2011. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts at $10 million to $50 million. No trustee or examiner has been appointed in the Debtor's bankruptcy case and no official committee of unsecured creditors has yet been established. AIRTRAN HOLDINGS: Southwest Merger Gets Antitrust Clearance ----------------------------------------------------------- Dow Jones Newswires' Timothy W. Martin and Brent Kendall report that the Justice Department on Tuesday gave antitrust clearance to Southwest Airlines Co.'s $1.4 billion takeover of AirTran Holdings Inc., setting the stage for the two budget carriers to close the acquisition next week. According to Dow Jones, the Justice Department said the merger "is not likely to substantially lessen competition." Dow Jones reports a Southwest spokesman said the carrier is now awaiting an order from the Transportation Department related to the transfer of routes, which should come "in the next day or two." The merger was announced deal in September. Southwest previously said it planned to close the acquisition on May 2. About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion in total assets, $1.64 billion in total liabilities, and $539.36 million in total stockholders' equity. * * * AirTran carries 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's. At the end of September 2010, Moody's said it has placed AirTran's corporate family rating under review for possible upgrade, after the announcement that Southwest Airlines, Inc., has entered into a definitive agreement to acquire 100% of the outstanding common stock of AirTran for cash and common stock totaling $1.4 billion. On Sept. 27, 2010, AirTran announced that it reached an agreement to sell itself to higher-rated Southwest Airlines for cash and Southwest stock. Southwest values the transaction at $3.2 billion including assumed AirTran debt and aircraft leases. Southwest forecasts annual revenue and cost synergies exceeding $400 million once the airlines' operations are combined by 2013. Southwest also sees one-time transaction costs of $300 million to $500 million. The companies indicated that a closing would not occur until sometime in the first half of 2011. Standard & Poor's credit analyst Philip Baggaley said in September 2010, "the combination would weaken Southwest's financial profile, which S&P characterize as intermediate -- the strongest among rated U.S. airlines. Mr. Baggaley said, "Southwest's operating and financial performance has improved in 2010, with EBITDA interest coverage increasing to 4.6x for the 12 months ended June 30, 2010, from 3.6x a year earlier and funds from operations to debt increasing to 20% from 12%. While these are still below appropriate levels for the rating category, S&P expects the improving operating trend to result in increasing levels over the next several quarters. AirTran has substantial operating lease commitments (around $2 billion), since, unlike Southwest, it does not own many of its aircraft. These commitments would be assumed by Southwest, significantly increasing its lease-adjusted debt obligations." ALISO COMMONS: Court to Hear Bank's Dismissal Request Today ----------------------------------------------------------- The Hon. Theodor Albert of the U.S. Bankruptcy Court for the Central District of California will convene a hearing today, April 27, 2011, at 10:00 a.m., to consider American Security Bank's request to dismiss or convert the Chapter 11 case of Aliso Commons Corner LLC. As reported in the Troubled Company Reporter on April 12, American Security, a secured creditor, asked that the Court dismiss or convert the Debtor's case, or prohibit or condition the use of cash collateral, explaining that: -- the Debtor has not cured its mismanagement or improved its dismal chances of reorganizing -- consistent with its first case dismissed on Dec. 7, 2010 -- and the case is merely the continuation of Debtor's tactics to delay an inevitable foreclosure of its real property. -- The Debtor failed to collect rents and CAM charges, some of which are not being paid due to Debtor's failure to obtain final certificates of occupancy. The Debtor has also failed to respond to a tenant's requests to enter into a non- disturbance agreement and for disbursement of rents currently maintained in escrow. The failure places that tenancy in jeopardy to the detriment of creditors. -- The Debtor also lacks the ability to reorganize as it does not have ability to cure its defaults (albeit uncurable) under its Development Agreement with the City of Aliso Viejo. The Debtor lacks the ability to satisfy certain requirements which include devotion of substantial funds for community enhancement and safety measures or payment of a Parkland Fee of $2,497,500 by March 2010 and commencement of certain construction. -- Finally, the Debtor failed to obtain the bank's consent to use cash collateral. Despite the bank's efforts since December 2010, for an accounting and information relating to collections and operations, the Debtor has failed to respond. About Aliso Commons Corner Capistrano, California-based, Aliso Commons Corner LLC, filed for Chapter 11 protection (Bankr. Case No. 10-27372) on Dec. 8, 2010. The Law Offices of Todd B. Becker represents the Debtor in its restructuring effort. The Debtor disclosed $12,259,356 in assets and $9,721,851 in liabilities as of the Chapter 11 filing. AMBASSADORS INT'L: Judges OKs Tweaked Bankruptcy Loan Deal ---------------------------------------------------------- Dow Jones' DBR Small Cap reports that Judge Kevin Gross indicated that he would sign off on a revised version of Ambassadors International Inc.'s bankruptcy loan deal, which incorporates changes pushed for by unsecured creditors in the case. According to the report, Judge Gross gave final approval to the financing Ambassadors said it needs to stay afloat during its Chapter 11 proceedings, according to papers filed with the U.S. Bankruptcy Court in Wilmington, Del. Judge Gross is set to enter an order soon affirming the tweaked $10 million term-loan facility, the report notes. In its original incarnation, the deal generated protests from unsecured creditors. The official committee in the case last week filed an objection to the final bankruptcy financing bid, saying it gave too much power to the company's bankruptcy lender, Whippoorwill Associates Inc., which is also the company's prebankruptcy lender, shareholder and senior noteholder, Dow Jones' DBR says. About Ambassadors International Headquartered in Seattle, Washington, Ambassadors International, Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates Windstar Cruises, a three-ship fleet of luxury yachts. 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, to sell Windstar Cruises to Whippoorwill Associates Inc. for $40 million, absent higher and better bids at a bankruptcy auction. The Company's subsidiaries organized outside the United States are not Debtors in the Chapter 11 Case, nor are they parties to any insolvency or reorganization proceedings in their home jurisdictions. 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. AMERICAN APPAREL: Secures $14.9 Million From Rescue Financiers -------------------------------------------------------------- Dow Jones' DBR Small Cap reports that American Apparel Inc. said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. According to the report, liquidity problems have dogged American Apparel for most of the past year amid declining sales. The report relates that the company first warned in May that it could fall out of compliance with its debt covenants before it narrowly averted a default. Under the deal, the report notes, the company will sell about 15.8 million shares of common stock at 90 cents a share to a group of private investors led by Serruya, the former chief executive of Canada's CoolBrands International Inc. Dow Jones' DBR Small Cap notes that the investors also can buy an additional 27.4 million shares at the same price within 180 days, subject to certain adjustments. The price represents a 43% discount to Monday's close, the report says. The Company had about 73.8 million shares outstanding at the end of last year, the report adds. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of Sept. 30, 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Bankruptcy Warning American Apparel, if unable to improve its operating performance and financial position, obtain alternative sources of capital or otherwise meet its liquidity needs, may need to voluntarily seek protection under Chapter 11 of the U.S. Bankruptcy Code, the retailer said in its annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. American Apparel reported a net loss of $86.31 million on $532.99 million of net sales for the year ended Dec. 31, 2010, compared with net income of $1.11 million on $558.77 million of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $327.95 million in total assets, $252.93 million in total liabilities and $75.02 million in total stockholders' equity. Marcum LLP, in New York, in its audit report on American Apparel's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a substantial loss from operations and had negative cash flow from operations for the year ended Dec. 31, 2010. As a result of noncompliance with certain loan covenants, debt with carrying value of approximately $138.0 million at Dec. 31, 2010, could be declared immediately due and payable. Notwithstanding, the Company has minimal availability for additional borrowings from its existing credit facilities, which could result in the Company not having sufficient liquidity or minimum cash levels to operate its business. The Wall Street Journal notes American Apparel currently owes about $81 million to Lion Capital and an additional $58 million on a credit line with Bank of America Corp. According to the Journal, Skadden, Arps, Slate, Meagher & Flom has been advising the company on its recent restructuring efforts alongside investment bank Rothschild Inc. APPLIED MINERALS: PMB Helin Raises Going Concern Doubt ------------------------------------------------------ Applied Minerals, Inc., filed on April 15, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. PMB Helin Donovan, LLP, in Spokane, Washington, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit from operations and a net deficiency in working capital. The Company reported a net loss of $4.77 million for 2010, compared with a net loss of $6.77 million for 2009. The Dragon Mine property has yet to produce any significant revenue and, as such, the Company generated no gross profit for the twelve months ended Dec. 31, 2010, and 2009. At Dec. 31, 2010, the Company's balance sheet showed $4.07 million in total assets, $5.63 million in total liabilities, and stockholders' deficit of $1.56 million. A complete text of the Form 10-K is available for free at: http://is.gd/C0hi4q New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. ASARCO LLC: Files Post-Confirmation Report for 1st Quarter ---------------------------------------------------------- Mark A. Roberts of Alvarez and Marsal North America, LLC, as Plan Administrator, prepared a post-confirmation report covering the period from Jan. 1 to March 31, 2011 for ASARCO LLC and its affiliates. The Chapter 11 Plan for the ASARCO LLC Debtors was declared effective on December 9, 2009. On that date, the Plan Administrator received funds, totaling $3,633,127,834, which were intended to pay for allowed claim amounts and reserved for unresolved claims. The Plan Administrator prepared tables on a summary of plan distributions and administrative expenses incurred by the Debtors within the reporting period. On behalf of the Reorganized Debtors, the Plan Administrator made Plan-related payments, totaling $ 1,648,800, in the first quarter of 2011. It also paid $18,343 in professional fees in the same reporting period. ASARCO LLC, et al. Post-Confirmation Report For Quarter Ended March 31, 2011 Current Balance Quarter Paid to Date Due ----------- ------------- ------- Plan Admin. Fees & Expenses --------------------------- Plan Admin. Compensation $242,234 $1,654,724 - Legal Fees 1,013,550 5,506,666 - Other Professional Fees 152,824 17,317,942 - All Other Expenses 5,157 148,977 - Distributions ------------- Admin. Expenses: Debtor Prof. Fees 18,343 12,491,906 - Non-Professional Fees - 302,933,308 - Secured Creditors - 3,238,416 - Priority Creditors 141,023 4,524,129 - Unsecured Creditors 75,670 3,077,622,074 - Equity Security Holders - - - Other Payments/Transfers - 133,295,535 - ------------- ------------- ------- Total Plan Payments $1,648,800 $3,558,733,678 - ============= ============= ======= ASARCO LLC, et al. Post-Confirmation Report on Debtor Professional Fees For Quarter Ended March 31, 2011 Current Balance Debtor Professional Fees Quarter Paid to Date Due ------------------------ ----------- ------------ ------- AlixPartners LLP - $585,531 - Anderson Kill & Olick, PC Op Acct - 770,434 - Baker Botts LLP - 1,097,117 - Ballared Spahr, LLP - 1,205 - Barclays Capital Inc. - 5,565,473 - Bates White, LLC - 85,458 - Casecentral, Inc. - 17,178 - Charter Oak Financial Consultants - 140,597 - Colvin Chaney Saenz & Rodriguez LLP - 85 - Creta Law Firm - 23,397 - Elias, Meginnes, Riffle & Seghetti - 1,125 - Encore - 3,181 - Equivalent Data - 1,474 - Eric L. Hiser, PLC - 1,687 - Exponent, Inc. - 9,979 - Fennemore Craig - 239,882 - Friday, Eldredge & Clark, LLP - 727 - FTI Consulting, Inc. - 1,570,045 - Fulbright & Jaworski L.L.P. - 14,525 - George A. Tsiolis - 29,114 - Gibson, Dunn & Crutcher LLP - 106,870 - Gnarus Advisors - 10,073 - Goodstein Law Group PLLC - 2,202 - Grant Thornton LLP - 256,830 - Hamilton, Rabinovitz & Alschuler - 4,486 - Hanna Brophy MacLean McAleer - 767 - Hawley Troxell - 2,257 - Herold Law Operating Account - 51,243 - Intralinks Operating Account - 12,089 - Jennings, Strouss & Salmon, PLC - 26,235 - Jordan, Hyden, Womble & Culbreth - 247,610 - Keegan Linscott & Kenon - 137,666 - Kramer Rayson LLP - 12,623 - Law Office Of Robert C. Pate - 26,202 - Legal Analysis Systems Inc. - 11,706 - Little Pedersen Fankhauser - 36 - Marten Law Seattle PLLC 18,343 18,343 - Merrill Communications - 26,836 - Mooney, Wright & Moore, PLLC - 9,997 - Oppenheimer, Blend, Harrison & Tate - 130,180 - Patton Boggs LLP - 43,041 - Poore, Roth & Robinson, P.C. - 170 - Porter & Hedges, L.L.P. - 43,849 - Porzio Bromberg & Newman PC - 71,295 - Quarles & Brady Streich Lang - 103,446 - Reed Smith LLP - 269,948 - Sitrick and Company Inc. - 5,160 - Stone Pigmann Regular Checking - 1,081 - Stutzman, Bromberg, Esserman & Plif - 673,916 - The Claro Group, LLC - 7,087 - The Rangel Law Firm, PC - 6,903 - W D Hilton Jr. - 13,150 - Woods LLP - 398 - ------------- ------------- ------ Total $18,343 $12,491,906 - ============= ============= ====== The Post-Confirmation Report was delivered to the Court on April 22, 2011. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: District Court Rules on Transcript Costs ---------------------------------------------------- Judge Andrew S. Hanen of the U.S. District Court for the Southern District of Texas found despite its unusual timing and circumstances, the Bill of Costs filed by Asarco Incorporated and Americas Mining Corporation for transcripts obtained by their counsel was timely filed. He also found that the transcripts were "needed to determine the appeal" filed by USW and the Sterlite Entities in relation to a plan confirmation order in the Debtors' cases. Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia, counsel to Asarco Inc. and AMC, filed the Bill, reflecting $12,970 as costs for obtaining the transcripts. The transcripts relate solely to the confirmation trial in the Bankruptcy Court, which the District Court relied upon in issuing the Confirmation Order and which was the subject of Appellants' unsuccessful appeal. Accordingly, Judge Hanen approved the Bill of Costs and instructed the Clerk of Court to tax the requested costs against the Appellants. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Demolition of El Paso Site Begins --------------------------------------------- The demolition of ASARCO LLC's old smelter site, in El Paso, Texas, has begun last week, ABC-7 reports. "The landscape is going to change drastically," said Roberto Puga, a principal at Project Navigator and the custodial trustee for the Custodial Trust for the Owned Smelter Site in El Paso, Texas, and the Owned Zinc Smelter in Amarillo, Texas. "If you look, you see these huge metal tanks, you see huge concrete buildings, and the huge stacks. Slowly over the course of the next 10-12 months, all that will be coming down and essentially you're going to be seeing a flat piece of property," Mr. Puga is quoted by ABC-7 as saying. The cleanup of the site is part of the $52 million fund that ASARCO agreed to pay as part of its global environmental settlement for remediation with various states and agencies, including the U.S. Environmental Protection Agency. In a Q&A with Chris Roberts of El Paso Times, Mr. Puga said ASARCO's iconic smokestack will be destroyed after it was determined that the stack would cost $14 million to maintain. Marissa Monroy of ABC-7 says that implosion of the smokestack is expected to take place in February 2012. "It will be an implosion of the bottom," Mr. Puga said. "So we'll blow the bottom out and it'll come down like a big tree." Despite the demolition, two buildings will be preserved at the Site -- a power plant, just off to the side of the ASARCO smokestack and a yellow adobe building, which was used as the administration building and was built 124 years ago, ABC-7 reports. "It contains what I think is unique electrical equipment from the early 1900s," Mr. Puga said about the power plant. He added that the land at the site will be available for redevelopment by about 2016. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASNACO LLC: Gets Access to Cash Collateral Until May 23 ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized Asnaco LLC to use cash collateral on an interim basis until the final evidentiary hearing on the cash collateral motion set for May 23, 2011. The Court reserves ruling on Branch Banking and Trust Company's motion to prohibit use of cash collateral until the Final Evidentiary Hearing. As reported in the TCR on April 4, 2011, BB&T has asked the Court to prohibit Asnaco's use of cash collateral. BB&T said it holds a perfected security interests in all rents, profits, revenues, or other income generated from the Debtor's real property in Flagler County, Florida. The Property, valued at $11,180,000, consists of commercial condominium units, many of which are under lease to third party commercial tenants. The rents generated by third party leases constitute cash collateral of the Debtor's bankruptcy estate in which BB&T has perfected security interest pursuant to BB&T's mortgage on the Property. The Court authorized the Debtor to use BB&T's cash collateral, which consists largely of the rents generated from the Property. Except as authorized in this Order, the Debtor is prohibited from use of cash collateral. Judge Jerry A. Funk maintained that the Debtor may only use cash collateral in the amounts and for the items set forth in the budget, subject to these modifications: -- Debtor will not pay a management fee or mileage allowance for vehicles; -- With respect to tenant build outs, the budget figure of $10,000 will operate as a ceiling on the amount that the Debtor can spend for build outs in any month. However, prior to spending any cash collateral for tenant build outs, Asnaco will provide to BB&T all documentation reasonably required by BB&T to determine whether BB&T consents to the expenditure; and -- The budget item for advertising and promotion will be limited to $750. As adequate protection for the Debtor's use of cash collateral, BB&T is granted a postpetition replacement lien on all cash collateral acquired by the Debtor after the Petition Date to the same extent and with the same validity and priority as the prepetition lien without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. As further adequate protection, beginning on April 15, 2011, and continuing on the fifteenth day of each month thereafter while the interim order remain in effect, the Debtor will pay to BB&T all excess rents collected over the items spent in accordance with the budget for the prior month, less a 2% holdback reserve. The Debtor will maintain insurance coverage for its property in accordance with the obligations under BB&T's loan documents. About Asnaco LLC Palm Coast, Florida-based Asnaco LLC filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01907) on March 20, 2011. Walter J. Snell, Esq., at Snell & Snell, P.A., serves as the Debtor's bankruptcy counsel. The Debtor disclosed $11,297,894 in assets and $21,928,117 in debts as of the Petition Date. The Debtor disclosed that its condominium project in Flagler County, Florida, is worth $11,180,000, with Branch Banking and Trust Company owed $12,934,196 for a first mortgage on the property. BANNING LEWIS: Seeks to Sell Colorado Development at Auction ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that Banning Lewis Ranch Co. is seeking court approval to put its thousands of acres of Colorado land up for sale with a leading bid from existing equity holders Greenfield Partners and Farallon Capital Management. About Banning Lewis Banning Lewis Ranch Co. is the owner of the undeveloped portion of a 21,000-acre ranch in Colorado Springs, Colo. Banning Lewis Ranch is a master-planned community in Colorado Springs, Colorado. The first section built, the 350-acre Northtree Village, opened in September 2007 and will have 1,000 homes priced from the high $100,000s to the mid-$300,000s. Banning Lewis Ranch filed for Chapter 11 bankruptcy protection from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28, 2010. It estimated assets of $50 million to $100 million and debts of $100 million to $500 million in its Chapter 11 petition. An affiliate, Banning Lewis Ranch Development I & II, LLC, also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446). Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel to the Debtors. Edward A. Phillips of Eisner Amper LLP has been retained as the Company's chief restructuring officer. BARNES BAY: Committee Wants to Tap Womble Carlyle as Co-Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of Barnes Bay Development Ltd. and its debtor affiliates seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Womble Carlyle Sandridge & Rice, PLLC, as its Delaware co-counsel, nunc pro tunc to April 1, 2011. The Creditors Committee also selected Brown Rudnick to serve as its co-counsel in the cases. Among other things, WCSR will provide the Creditors Committee, while working with Brown Rudnick to avoid duplication of efforts, legal advice as necessary with respect to the Creditors Committee's powers and duties as an official committee appointed under the Bankruptcy Code, and will assist the Creditors Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, potential claims, and any other matters relevant to the cases, to the sale of assets or to the formulation of a plan of reorganization. WCSR will be compensated on an hourly basis, plus reimbursement of the actual and necessary expenses. WCSR's hourly rates are: Members of the Firm $315 - $650 Of Counsel $300 - $500 Associates $200 - $445 Senior Counsel $350 - $375 Counsel $250 - $430 Paralegals $100 - $270 Steven K. Kortanek, Esq., a member of WCSR, assures Judge Peter J. Walsh that his firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd. owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Company disclosed that as of as of Dec. 31, 2010, it had $531 million in assets and $462 million in debt. Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy counsel, and Keithley Lake & Associates is the Debtors' special Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. BARNES BAY: Committee Seeks to Hire Brown Rudnick as Co-Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of Barnes Bay Development Ltd. and its Debtor affiliates seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Brown Rudnick LLP as its co-counsel, nunc pro tunc to March 31, 2011. Brown Rudnick will assist and advise the Creditors Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of the cases and the affairs of the Debtors in Anguilla, and will represent the Creditors Committee at hearings to be held before the, among other services. Adam Wegner, a representative of Exclusive Resorts Real Estate Holding II, LLC, the co-chair of the Creditors Committee, informs the Court that Brown Rudnick does not have an office in Delaware and, as a result, the Creditors Committee is also seeking, by separate application, to retain the Delaware-based law firm Womble Carlyle Sandridge & Rice, PLLC, to serve as co-counsel in the cases. Brown Rudnick will be paid for its services on an hourly basis according to its customary hourly rates in effect when the services are rendered, plus reimbursement of necessary expenses. It is anticipated that the lead Brown Rudnick attorneys, who will represent the Creditors Committee, and other are: Professional Hourly Rate ------------ ----------- Edward S. Weisfelner $995 Andrew Dash $885 James W. Stoll $850 Gordon Z. Novod $695 Laura F. Weiss $490 Other Brown Rudnick attorneys or paraprofessionals will provide additional supporting legal services, with hourly rates of $310 to $995 for attorneys, and $100 to $295 for paraprofessionals. Brown Rudnick will also be reimbursed of its actual and necessary out- of-pocket expenses incurred. Edward S. Weisfelner, Esq., a member of Brown Rudnick, assures the Court that Brown Rudnick does not hold or represent an interest adverse to the Debtors in the matters for which Brown Rudnick is to be employed, as required by Section 328(c) of the Bankruptcy Code. About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd. owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Company disclosed that as of as of Dec. 31, 2010, it had $531 million in assets and $462 million in debt. Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy counsel, and Keithley Lake & Associates is the Debtors' special Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. BARNES BAY: Committee Retain FTI as Financial Advisors ------------------------------------------------------ The Official Committee of Unsecured Creditors in Barnes Bay Development Ltd. and its debtor affiliates' bankruptcy case seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain FTI Consulting, Inc., together with FTI's wholly owned subsidiaries, agents, independent contractors and employees, as the Creditors Committee's financial advisors, nunc pro tunc to April 2, 2011. As financial advisors, FTI will assist in the review and monitoring of the Debtors' asset sale process and of financial information distributed by the Debtors to creditors and others. FTI will also, among other things, assist the Creditors Committee in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports. FTI will be compensated based on these hourly rates plus reimbursement of actual and necessary expenses: Senior Managing Directors $780 - $895 Directors/Managing Directors $560 - $745 Consultants/Senior Consultants $280 - $530 Administration/Associates $115 - $230 The Debtors also agreed to certain indemnification provisions for FTI. Matthew Diaz, a Senior Managing Director with FTI, assures the Court that FTI does not represent any other entity having an adverse interest in connection with the cases, and therefore, FTI is eligible to represent the Creditors Committee under Section 1103(b) of the Bankruptcy Code. About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd. owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Company disclosed that as of as of Dec. 31, 2010, it had $531 million in assets and $462 million in debt. Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy counsel, and Keithley Lake & Associates is the Debtors' special Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. BARNES BAY: Files Schedules of Assets and Liabilities ----------------------------------------------------- Barnes Bay Development Ltd. has filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $3,331,282 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $370,000,000 E. Creditors Holding Unsecured Priority Claims $39,745,560 F. Creditors Holding Unsecured Non-priority Claims $72,094,874 ----------- ----------- TOTAL $3,331,282 $481,840,435 About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd. owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Company disclosed that as of as of Dec. 31, 2010, it had $531 million in assets and $462 million in debt. Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy counsel, and Keithley Lake & Associates is the Debtors' special Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. BARRINGTON BROADCASTING: S&P Raises Corp. Credit Rating to 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit ratings on Hoffman Estates, Ill.-based TV broadcaster Barrington Broadcasting LLC to 'B' from 'CCC+'. The rating outlook is stable. "At same time, we raised our issue-level ratings on the company's senior secured credit facilities to 'B' from 'CCC+', in conjunction with the corporate credit rating change. The recovery rating on this debt remains unchanged at a '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P related. S&P continued, "At same time, we raised our issue-level ratings on the company's senior subordinated notes to 'CCC+' from 'CCC-'. The recovery rating on this debt remains unchanged at a '6', indicating our expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default." "The upgrade reflects Barrington's improved liquidity and credit metrics as a result of a recovery in advertising demand and a significant increase in political advertising revenue in 2010," said Standard & Poor's credit analyst Jeanne Shoesmith. The 'B' corporate credit rating reflects Standard & Poor's expectation of modest revenue and EBITDA declines in 2011, a nonelection year, due to the absence of political advertising revenue, partially offset by growth in national and local advertising revenue. "The stable rating outlook reflects our view that Barrington will be able to maintain adequate liquidity and an appropriate cushion of compliance with its leverage covenant, even when factoring in the final scheduled step-down at the end of 2011," S&P added. BEACONCAST MEDIA: Files for Chapter 7 Liquidation ------------------------------------------------- NorthFulton.com reports that Beaconcast Media Companies, the publishing group of The Beacon, a weekly subscription-based newspaper in North Fulton, Georgia, has declared bankruptcy after four years of publication. Jimmy Schorr at Alpharetta reports that the Beaconcast Media, in its Chapter 7 petition (Case No. 11-61084), disclosed almost $840,000 in debts and less than $9,100 in assets. Mr. Schorr notes that Beacon's owner (Mr Fredericks) filed for personal Chapter 7 bankruptcy (Case No. 08-68182) himself in May of 2008, claiming assets of $573,890 and debts of $1,034,939. NorthFulton.com relates that the Beacon was launched in 2007 as the "Roswell Beacon" by publisher John Fredericks, a Roswell resident. The paper focused largely on reporting the politics surrounding North Fulton's cities, as well as local news. "We believed in what we were doing," said Mr. Fredericks, who ran the company with his wife Anne, according to NorthFulton.com. "We were determined to make it work. We put our heart and soul into it." The paper was hit hard by the recession and never recovered, Mr. Fredericks said. The final nail in the paper's coffin was a judgment last month against him for several thousand dollars owed to a creditor. BERNARD L. MADOFF: Investors Demand Report on Ponzi Probe --------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that more than 1,200 Bernard L. Madoff Investment Securities LLC investors on Tuesday asked a bankruptcy court in New York to force the trustee liquidating the company to produce a report detailing his investigation into Bernard Madoff's massive Ponzi scheme. According to Law360, the investors said Madoff trustee Irving Picard was obligated under the Securities Investor Protection Act to provide them with any documents he has turned over to the Securities Investor Protection Corp. during the course of the investigation into BLMIS' financial affairs. 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. BLACKBOARD INC: S&P Places 'BB-' on Watch Due to Unsolicited Offer ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'BB-' corporate credit rating on Washington, D.C.-based Blackboard Inc. on CreditWatch with developing implications, which means it may either raise or lower the ratings. The CreditWatch listing follows the company's announcement that it has retained Barclays Capital as its financial advisor in response to receiving unsolicited, nonbinding proposals to acquire the company. Blackboard is evaluating the offers, as well as strategic alternatives, to enhance shareholder value, including whether other companies may be interested in acquiring it. "The company is a provider of enterprise software applications to educational institutions and publishers with a business profile that we assess as weak. For the fiscal year ended Dec. 31, 2010, Blackboard reported close to $450 million in revenue and $16.6 million in net income, up 110% from the prior year. The company's aggressive financial profile reflects its acquisitive growth strategy, although leverage is currently low for the rating, with year-end 2010 debt/EBITDA of 1.9x," S&P noted. "We will monitor developments in response to the unsolicited offer," said Standard & Poor's credit analyst Jake Schlanger. "We could raise the ratings if a higher rated strategic buyer ultimately acquires Blackboard. On the other hand, we could downgrade the company if it proceeds with either a leveraged recapitalization or is acquired by a financial sponsor." BLOCKBUSTER INC: Dish Closes $320 Mil. Purchase After Judge's OK ---------------------------------------------------------------- Dish Network Corp. closed its $320 million purchase of Blockbuster Inc. on Tuesday. "We are pleased to have purchased the assets of Blockbuster and look forward to building on the nationally recognized Blockbuster brand while improving the experience of delivering entertainment to consumers," said Tom Cullen, executive vice president for DISH Network, in a press release. Megan Stride at Bankruptcy Law360 reports that Dish closed on the deal after the bankruptcy judge approved some last-minute tweaks to the deal's terms. Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reports that Judge Burton R. Lifland on Tuesday signed off on an amended sale agreement that gives Dish Network Inc. 90 extra days -- or through July 21 -- to decide on which Blockbuster store leases to reject and which to assume. The amendment also allows Dish 90 more days to decide what to do with third-party contracts other than store leases. DBR also notes Weil, Gotshal & Manges LLP's Stephen Karotkin, a lawyer for Blockbuster, said most landlords have already agreed to the extension. DBR notes that Judge Lifland overruled minor objections to the amendments, including those from Lions Gate Entertainment Corp., which wanted Dish to assume revenue-sharing agreements for several films. Later in the day on Tuesday, Dish announced that it has completed the acquisition of Blockbuster assets. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. The Bank of New York Trust Company, N.A., as trustee under that certain indenture, dated as of Aug. 20, 2004, with respect to the 9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc., is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, LLP. The Ad Hoc Studio Committee of Blockbuster Inc. et al. is represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP. Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and Sale Agreement providing for the sale of substantially all of their assets or the proceeds of those assets to a newly formed entity named Cobalt Video Holdco LLC. For purposes of entering into the Purchase Agreement, the Purchaser was established by Monarch Alternative Capital LP, Owl Creek Asset Management LP, Stonehill Capital Management, LLC, and Varde Partners, Inc. who collectively hold more than 50% of the Senior Secured Notes and each of which is a member of the Steering Committee. Cobalt Video Holdco LLC, the stalking horse purchaser, was represented by Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP. The auction was held earlier this month and Dish Network Corp. won with an offer having a gross value of $320 million. Dish said it expects to pay $228 million cash after adjustments for Blockbuster's cash and inventory. BOSTON GENERATING: Dodges 225 Claims from Execs., Creditors ----------------------------------------------------------- Samuel Howard at Bankruptcy Law360 reports that a New York bankruptcy judge overseeing the Chapter 11 liquidation of Boston Generating LLC on Monday brushed aside hundreds of claims from the parent company's executives and creditors like an Exxon Mobil Corp. unit and Chartis Group. Law360 relates that the judge approved Boston Generating's omnibus objections to roughly 225 claims, reclassifying claims worth millions of dollars as general unsecured claims, which are not compensated under the power generating company's liquidation plan. About Boston Generating New York-based Boston Generating, LLC, owns nearly 3,000 megawatts of mostly modern natural gas-fired power plants in the Boston area. Privately held Boston Generating is an indirect subsidiary of US Power Generating Co., and considers itself as the third- largest fleet of plants in New England. Boston Generating filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-14419) on Aug. 18, 2010. Boston Generating estimated its assets and debts at more than $1 billion as of the Petition Date. EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic Development, LLC; BG New England Power Services, Inc.; and BG Boston Services, LLC, filed separate Chapter 11 petitions. D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy counsel for the Debtors. JPMorgan Securities is the Debtors' investment banker. Perella Weinberg Partners, LP, is the Debtors' financial advisor. Brown Rudnick LLP is the Debtors' regulatory counsel. FTI Consulting, Inc., is the Debtors' restructuring consultant. Anderson Kill & Olick, P.C., is the Debtors' conflicts counsel. The Garden City Group, Inc., is the Debtors' claims agent. The Official Committee of Unsecured Creditors has tapped the law firm of Jager Smith P.C. as its counsel. BUILDERS FIRSTSOURCE: Incurs $21.2-Mil. Net Loss in 1st Quarter --------------------------------------------------------------- Builders FirstSource, Inc., reported a net loss of $21.25 million on $162.83 million of sales for the three months ended March 31, 2011, compared with a net loss of $31.38 million on $161.37 million of sales for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $403.93 million in total assets, $264.25 million in total liabilities, and $139.68 million in total stockholders' equity. "Our sales for the first quarter of 2011 were $162.8 million, up approximately 1.0% when compared to the first quarter of 2010, despite an approximate 20 percent decline in single-family starts over this same time period. Commodity prices for lumber and lumber sheet goods were, on average, comparable over these same periods. We believe our improved sales performance despite the difficult macro-economic environment was due to our strong competitive position and competitors exiting our markets, and is indicative of market share gains over this time period. The March 2011 seasonally adjusted annual rate for U.S. single-family housing starts decreased to 422,000, down approximately 21 percent from the annualized rate of 535,000 in March 2010," said Floyd Sherman, Builders FirstSource chief executive officer. "Actual U.S. single-family housing starts for the first quarter of 2011 were 89,900, a decrease of 21.4 percent compared to the first quarter of 2010. In the South Region, as defined by the U.S. Census Bureau, and which includes all of our markets, we saw similar trends as actual single-family housing starts were 52,700, down 19.3 percent, and single-family units under construction were 110,800, down 14.6 percent compared to the first quarter of 2010." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/xt9VMx About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource Inc. -- http://www.bldr.com/-- supplies and manufactures building products for residential new construction. The Company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. Builders FirstSource reported a net loss of $95.51 million on $700.34 million of sales for the year ended Dec. 31, 2010, compared with a net loss of $61.85 million on $677.88 million of sales during the prior year. * * * Builders FirstSource Inc. carries 'CCC+' issuer credit ratings, with negative outlook, from Standard & Poor's. It has a 'Caa1' long term corporate family rating and 'Caa3' probability of default ratings, with negative outlook, from Moody's Investors Service. In July 2010, when S&P revised the rating outlook to negative and affirmed the ratings, S&P said the 'CCC+' corporate credit rating reflects what S&P considers to be the company's vulnerable business risk and highly leveraged financial profile. The rating also reflects Builders FirstSource's exposure to the new residential construction market, which is experiencing a prolonged slump, faces highly competitive markets, and has a limited end- market focus. In addition, the company's EBITDA loss was approximately $32 million for the 12 months ended June 30, 2010, compared with $29 million for the same period a year ago, leading to its highly leveraged financial profile. Given its weak earnings, a trend S&P expects to continue in the near term, combined with low levels of housing starts and highly competitive market conditions, S&P expects EBITDA to remain negative through the remainder of 2010. CAPITAL HOME: TCF Seeks Dismissal or Conversion of Ch. 11 Case -------------------------------------------------------------- TCF National Bank asks the U.S. Bankruptcy Court for the Northern District of Illinois to dismiss Capital Home Sales LLC's bankruptcy case, or in the alternative, covert the Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, or in the second alternative, appoint a Chapter 11 Trustee. Prior to the Petition Date, TCF made a loan to the Debtor for $14,000,000. As security for the loan, the Debtor granted TCF a security interest in, among other things, a number of mobile home units. Vincent T. Borst, Esq., at Robbins, Salomon & Patt, Ltd., in Chicago, Illinois -- vborst@rsplaw.com -- relates that pursuant to an agreed order dated March 18, 2011, between the Debtor and TCF, th automatic stay has been lifted, pending a stay of execution until May 31, 2011, to allow TCF to repossess and sell a substantial number of vacant manufactured home units constituting its collateral. Since the commencement of the bankruptcy case, the Debtor has not filed a single monthly operating report, notwithstanding its obligation to do so, Mr. Borst contends. He asserts that the absence of these reports has resulted in a total lack of information as the Debtor's operations, payment of expenses, receipt of income and accrual of liabilities. He adds that in light of the Debtor's failure to obtain creditors' consent on continued interim use of cash collateral, it is unclear whether the Debtor continues to operate its business or whether its business operations haves ceased altogether. About Capital Home Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC; Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial, LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel, LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals -- started as a series of individual companies that performed sales and rental functions for particular manufactured home communities, which communities were often related affiliates of the Company. The Company conducts the foregoing business operation of purchasing, selling, leasing and financing homes. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-54387) on Dec. 8, 2010. Gregory K. Stern, Esq., at Gregory K. Stern, P.C., serves as the Company's counsel. The Company estimated assets at $50 million to $100 million and debts at $10 million to $50 million. CATASYS, INC: Files Registration Statement for $10-Mil. Offering ---------------------------------------------------------------- Catasys, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement regarding its offer to sell [__] shares of common stock and warrants to purchase up to [__] shares of common stock at a proposed maximum aggregate offering price of $10 million. The Company's common stock is traded on the OTC Bulletin Board under the symbol "CATS". On April 20, 2011 the last reported sales price for the Company's common stock was $0.07 per share. A full-text copy of the Form S-1 prospectus is available for free at http://is.gd/MWYGzh 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 a $10.18 million 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. CATASYS, INC: Registers Shares for $14-Mil. Stock Incentive Plan ---------------------------------------------------------------- Catasys, Inc., registered with the U.S. Securities and Exchange Commission 216,000,000 shares of common stock under the Catasys, Inc., 2010 Stock Incentive Plan at a proposed maximum offering price of $0.065 per share. 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. CHINA VOICE: Posts $186,500 Net Loss in Dec. 31 Quarter ------------------------------------------------------- China Voice Holding Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $186,546 on $262,042 of revenues the three months ended Dec. 31, 2010, compared with a net loss of $1,080,430 on $458,624 of revenues for the same period ended Dec. 31, 2009. China Voice incurred a net loss of $909,217 on $2,217,575 of revenues the six months ended Dec. 31, 2010, compared with a net loss of $2,062,893 on $472,047 of revenues for the same period ended Dec. 31, 2009. At Dec. 31, 2010, the Company's balance sheet showed $3,176,679 in total assets, $1,891,442 in total liabilities, and total equity of $1,285,237. "During the six months ended Dec. 31, 2010 and 2009, the Company had significant operating losses which raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the filing. "The Company has incurred net losses [before preferred dividend] of approximately $914,946 and $2.2 million for the six months ended Dec. 31, 2010, and 2009, respectively. Additionally, during the six months ended Dec. 31, 2010. and 2009, the Company has used cash flow in continuing operations of approximately $1.3 million and $679,581. Accumulated deficit amounted to $47.2 million and $46.1 million as of Dec. 31, 2010, and June 30, 2010, respectively." A complete text of the Form 10-Q is available for free at: http://is.gd/Taulvh China Voice Holding Corporation (CHVC) (OTC: CHVC) is a U.S. publicly-traded holding company headquartered in Dallas, Texas with a portfolio of next-generation VOIP communications products and services doing business in the U.S. Prior to June 30, 2010, the Company operated in China, but as of that date management determined that the Company's China assets had been fully impaired and wrote off the book value and the China operation was subsequently abandoned. CHINA SHEN ZHOU: Sherb & Co. Raises Going Concern Doubt ------------------------------------------------------- China Shen Zhou Mining & Resources, Inc., filed on March 29, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Sherb & Co., LLP, in New York, expressed substantial doubt about China Shen Zhou Mining's ability to continue as a going concern. The independent auditors noted that the Company has incurred operating losses, negative cash flows from operations and has a working capital deficit. The Company reported a net loss of $3.4 million on $11.6 million of revenue for 2010, compared with net income of $3.0 million on $4.2 million of revenue for 2009. The difference was mainly due to the fact that in 2009 the Company repurchased the convertible bonds and gained approximately $14.0 million on convertible debt extinguishment. At Dec. 31, 2010, the Company's balance sheet showed $44.2 million in total assets, $22.4 million in total liabilities, and stockholders' equity of $21.8 million. A complete text of the Form 10-K is available for free at: http://is.gd/VS5s2d Headquartered in Beijing, China, China Shen Zhou Mining & Resources, Inc.'s primary business activity is mining, processing and distributing fluorite ore and processed fluorite powder, copper, zinc, lead, and other mineral concentrates. The Company's common stock is listed on the NYSE AMEX under the symbol "SHZ." Fluorite is mainly used by the steel industry as a melting agent and by the fluorite chemical industry to manufacture hydrofluoric acid, a widely used raw material for the chemical industry. CMP SUSQUEHANNA: S&P Raises Corporate Credit Rating to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Atlanta-based CMP Susquehanna Radio Holdings Corp. to 'B' from 'B-'. "The rating remains on CreditWatch, where we placed it with positive implications Feb. 18, 2011," S&P noted. "At the same time, we raised our issue-level rating on the company's senior secured debt to 'B' from 'B-'. The recovery rating remains at '4', indicating our expectation of average (30% to 50%) recovery for lenders in the event of a payment default. We also raised the rating on CMP's senior subordinated notes to 'CCC+' from 'CCC'. The recovery rating remains at '6', indicating our expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. The issue-level ratings were all removed from CreditWatch. Upon the successful completion of the merger between Cumulus and Citadel, we would expect existing debt at CMP to be refinanced," S&P stated. "The upgrade and continued CreditWatch listing reflect our view that debt leverage and financial risk at the consolidated entity of Cumulus, Citadel, and CMP Susquehanna will be meaningfully lower than at CMP prior to the merger," said Standard & Poor's credit analyst Jeanne Shoesmith. "Pro forma for the proposed transaction, we estimate that the consolidated company's pro forma lease-adjusted debt leverage will decrease to the mid- to high-6x area (depending on the final stock election by shareholders), compared to CMP's current lease-adjusted debt leverage of 8.3x at Dec. 31, 2010. If cost synergies are included, pro forma lease-adjusted debt leverage drops to the high-5x to low-6x range. The consolidated company's increased scale, geographic diversity, potentially higher pricing power, along with stronger credit metrics than for CMP premerger, could be consistent with a 'B+' corporate credit rating." In completing its CreditWatch review, Standard & Poor's will evaluate the terms of the capital structure of the combined entity, as well as its business and financial strategies. If all of the debt at CMP Susquehanna is repaid, S&P will withdraw its ratings on this entity. CN DRAGON: Incurs $110,400 Net Loss in Dec. 31 Quarter ------------------------------------------------------ CN Dragon Corporation filed its quarterly on Form 10-Q, reporting a net loss of $110,386 on $80,381 of revenues for the three months ended Dec. 31, 2010, compared to a net loss (proforma) of $95,683 on $297,135 of revenues for the same period ended Dec. 31, 2009. The Company changed its accounting year ended from April 30 to March 31 starting from 2011. The Company has an accumulated deficit of $5.7 million as of Dec. 31, 2010. The Company's balance sheet as of Dec. 31, 2010, showed $1.73 million in total assets, $274,062 in total liabilities, and stockholders' equity of $1.46 million. Albert Wong & Co., in Hong Kong, expressed substantial doubt about CN Dragon Corporation's ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2010. The independent auditors noted that for the year ended April 30, 2010, the Company has generated revenue of $341 and has incurred an accumulated deficit $5.2 million. As of April 30, 2010, its current liabilities exceed its current assets by $41,015, which may not be sufficient to pay for the operating expenses in the next 12 months. A complete text of the Form 10-Q is available for free at: http://is.gd/4h6mHb About CN Dragon Based in Hong Kong, China, CN Dragon Corporation was incorporated under the laws of the State of Nevada on Aug. 30, 2001, under the name Infotec Business Systems, Inc. On June 8, 2007, the Company changed its name to Wavelit, Inc. On Sept. 14, 2009, the Company changed its name to CN Dragon Corporation and began new business operations in the PRC. On May 17, 2010, the Company acquired CNDC Corporation, as its wholly-owned subsidiary. CNDC is a hotel management, development and consulting group. CNDC was incorporated under the laws of the British Virgin Islands on March 26, 2008. CNDC operates through its wholly-owned subsidiaries, CN Dragon Holdings Ltd and Zhengzhou Dragon Business Ltd, which were incorporated in Hong Kong and the People's Republic of China respectively. COLONIAL BANK: FDIC Wants Plan Hearing Delayed Pending Appeal ------------------------------------------------------------- Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reports that The Federal Deposit Insurance Corp. says any consideration of Colonial BancGroup Inc.'s bankruptcy-exit plan is "premature" pending the outcome of the its appeal of a bankruptcy court ruling involving Colonial BancGroup's failure to shore up capital levels at its former subsidiary. The FDIC serves as the receiver for Colonial Bank. In September, the FDIC was rebuffed by a bankruptcy judge when it tried to sue Colonial BancGroup for a $900 million shortfall at Colonial's banking subsidiary. The FDIC sold Colonial Bank to BB&T Corp. According to DBR, the FDIC's lawyers say that any plan to pay back the parent company's creditors is premature pending the outcome of that appeal. DBR notes Colonial's "core assets," according to its bankruptcy plan, are the disputed assets that the estate and the FDIC have been fighting over through much of the Chapter 11 case. "If the FDIC-Receiver is successful in this appeal, the debtor will be required to immediately cure this deficit," lawyers for the FDIC said in its filing Monday, according to DBR. Since the bankruptcy estate doesn't have the cash, Colonial's Chapter 11 case would have to be converted and the estate liquidated under Chapter 7 of the Bankruptcy Code, DBR says. Judge Dwight H. Williams Jr. of U.S. Bankruptcy Court in Montgomery, Alabama, has scheduled a confirmation hearing on the plan for next month. As reported by the Troubled Company Reporter on April 19, 2011, the FDIC filed a motion to convert the Colonial BancGroup case from Chapter 11 reorganization to one under Chapter 7 of the Bankruptcy Code. The Court scheduled a May 11, 2011, hearing to consider the Motion to Convert. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. In September 2009, an Official Committee of Unsecured Creditors was formed consisting of three members, Fine Geddie & Associates, The Bank of New York Trust Company, N.A., and U.S. Bank National Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve as co-counsel for the Committee. Colonial Brokerage, a wholly owned subsidiary of Colonial BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Middle District of Alabama in June 2010. Susan S. DePaola serves as Chapter 7 trustee. COLUMBIA FINANCIAL: Fitch Downgrades Individual Rating to 'C' ------------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating (IDR) and short-term IDR for Columbia Financial, Inc. (CFI) and Columbia Bank (CB) at 'BBB' and 'F2', respectively. Concurrently, Fitch has downgraded the Individual ratings of CFI and CB to 'C' from 'B/C'. The Rating Outlook is Stable. The affirmation of the IDRs reflects CFI's stabilizing non- performing asset (NPA) levels, low credit losses and solid capital position. On the other hand, the downgrade of the Individual rating is driven by CFI's below-average operating performance in relation to its peers. Additionally, the company's limited revenue diversity and geographic concentration are factors that constrain the rating. CB, the banking subsidiary of CFI, is mainly a real estate lender with loans secured by properties predominately in northern New Jersey. The residential mortgage and commercial real estate (CRE) including construction portfolios represented over three quarters of the loan portfolio. While CFI's nonaccrual loans remain elevated compared to historical levels, Fitch views its asset quality issues as manageable, particularly in light of the minimal credit losses over the past several years. Given the continued difficulties in the general economy and the NJ real estate market, CB's operating performance is likely to be negatively affected by provisioning for the remainder of 2011. Fitch also notes that CB is exposed to some larger real estate secured loans that are concentrated by borrower and geographic area. However, the company's historically sound underwriting practices have helped to keep net charge-offs very low, particularly when compared to similarly rated peers. Despite a challenging operating environment, CFI's earnings performance has remained relatively steady, although credit costs have continued to rise. That being said, performance continues to lag behind many similarly-rated peers and Fitch does not anticipate a material improvement in the foreseeable future. The company reported a return on assets (ROA) of 0.40% during the six months ended March 31, 2011, compared to 0.34% for fiscal year (FY) 2010. Pre-provision net revenue PPNR showed a modest increase in 2010 and represented 1.09% of average assets. The net interest margin (NIM) continued to benefit from a lower cost of funds (2.51% for the quarter ended March 31, 2011). However, increases in provisioning expense and increased operating expenses hurt the bottom line. Incorporated in Fitch's affirmation and Outlook is an expectation that CFI would remain profitable. CFI's conservative capitalization remains one of the key strengths underlying the rating. As of March 31, 2011, Fitch Core Capital stood at 9.05%, compared to 8.60% as of FY 2009. The company has continued to build its capital base through retained earnings and does not face the typical short-term shareholder return pressures of publicly traded banks. In December 2010, CB declared and paid a $40 million dividend to CFI, which will be used to pay down $48 million of subordinated debt coming due in October 2011. Fitch views this positively as it demonstrates the flexibility provided by a solid capital base and reduces double leverage to 111.14% as of March 31, 2011 (from 121.14% at Sept. 30, 2010). The company has no other near-term debt maturities. Fitch believes the debt service coverage at the holding company (pro forma for the upcoming debt maturity) remains conservative at approximately 2.4 times (x). Recent regulatory reforms, particularly the Dodd-Frank Act, are likely to have a meaningful impact on CFI's regulatory regime and capital requirements. As a thrift holding company, CFI was not subject to specific regulatory capital requirements at the holding company level. However, with the elimination of the Office of Thrift Supervision (OTS) under the Dodd-Frank Act, Fitch expects that CFI will become subject to stricter regulatory capital requirements. The specifics of these requirements have not yet been detailed by the Federal Reserve; however, Fitch's ratings incorporate CFI's ability to meet any new regulatory capital standards. Although not an immediate issue, Fitch will evaluate how management responds to these changes in terms of its growth and capital strategies. The Stable Outlook reflects CB's seasoned management team, conservative underwriting and solid capital levels which have offset weakness in the loan portfolio. Issues that could have a negative impact on the rating and/or Outlook include the deterioration in credit losses that deviates materially from CFI's historical norms or inability to stay profitable in light of higher provision or operating expenses. Positive momentum in the ratings and/or Outlook is unlikely over the near term. However, improved asset quality, operating performance, and revenue diversity would be viewed positively by Fitch. Columbia Bank MHC, a federally chartered mutual holding company owns all of the stock of CFI. CFI, in turn, owns 100% of the common stock of CB, a federal stock savings bank. Columbia Bank, which is regulated by the OTS, and headquartered in Fair Lawn, NJ, has 44 full-service branches, which are located in 10 counties throughout Northern, Southern, and Central New Jersey. The bank, whose customer base is mainly New Jersey residents and businesses, offers consumer and commercial saving, loan, investment and retirement products. Fitch has taken these rating actions: Columbia Financial Inc. -- Long-term IDR affirmed at 'BBB'; -- Short-term IDR affirmed at 'F2'; -- Subordinated debt affirmed at 'BBB-'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support rating affirmed at '5'; -- Support floor affirmed at 'NF' The Rating Outlook is Stable. Columbia Bank -- Long-term deposits affirmed at 'BBB+'; -- Long-term IDR affirmed at 'BBB'; -- Short-term deposits affirmed at 'F2'; -- Short-term IDR affirmed at 'F2'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support rating affirmed at '5'; -- Support floor affirmed at 'NF'. Columbia Financial Capital Trust I -- Preferred stock affirmed at 'BB+'. CONGRESS SAND: Plan Outline Hearing Today ----------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing today, April 28, 2011, at 2:30 p.m., to consider adequacy of the Disclosure Statement explaining Congress Sand and Gravel, LLC and Congress Materials, LLC's Plan of Reorganization, amended as of April 18. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the amended Disclosure Statement, the Plan contemplates payments to all allowed claims against the Debtors out of cash on hand and out of revenue generated from operations by the Reorganized Debtors. Treatment of Claims and Interests Class of Claims Estimated Percentage Recovery --------------- ----------------------------- Class 2: Equity Bank ($504,000) 100% Class 3: Continental Bank($625,000) 100% Class 4: Bank of the Ozarks ($125,000) 100% Class 5: Chiron Equipment 100% Claim (385,000) Class 6: Deere Congress ($140,000) 100% Class 8: U.S. Bank ($23,275) 100% Class 9: Patriot Bank (85,000) 100% Class 11: City of Garland ($210,000) 100% Class 12: Ford Motor Credit ($18,000) 100% Class 13: Chrysler Finance ($1,500) 100% Class 14: Oppenheimer, Blend, Harrison & Tate and Green Aggregates US Trustee fees ($55,000) 100% Class 15: General Unsecured Creditors - Small Claims under $2,000 or creditors who reduce their claims to $2,000 ($52,000) 100% Class 16: General Unsecured Creditors ($1,859,000) 5.38% Class 19: SureTec Insurance Co. Claim $246,000 100% Class 20: GE Capital Corporation ($392,368) 0% Class 23: Membership Interests (N/A) 0% A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CONGRESSSAND_DS418.pdf The Debtors are represented by: Douglas S. Draper, Esq. HELLER, DRAPER, HAYDEN, PATRICK & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: 504-299-3399 About Congress Sand Bridgeport, Texas-based Congress Materials, LLC -- dba Green Aggregates and Union Materials, LP -- filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on Oct. 28, 2010. It estimated assets and debts at $10 million to $50 million. Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy protection on Oct. 28, 2010 (Bankr. N.D. Tex. Case No. 10- 37522). It estimated its assets and debts at $1 million to $10 million. Congress Materials' bankruptcy case is jointly administered with Congress Sand & Gravel, LLC. Congress Sand is the lead case. Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn, LLC, assists Congress Sand and Congress Materials in their restructuring efforts. Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07- 53439) filed a separate Chapter 11 petition on Dec. 31, 2007. COUNTRYWIDE FIN'L: BofA Wins Dismissal of Securities Suit --------------------------------------------------------- American Bankruptcy Institute reports that Bank of America Corp. was dismissed from a lawsuit brought by investors who bought mortgage-backed securities sold by Countrywide Financial Corp. Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- originated, purchased, securitized, sold, and serviced residential and commercial loans. In mid-2008, Bank of America completed its purchase of Countrywide for $2.5 billion. The mortgage lender was originally priced at $4 billion, but the purchase price eventually was whittled down to $2.5 billion based on BofA's stock prices that fell over 40% since the time it agreed to buy the ailing lender. CRYOPORT INC: Amends Prospectus for Offering of 39-Mil. Shares -------------------------------------------------------------- Cryoport, Inc., filed with the U.S. Securities and Exchange Commission Amendment No. 1 to Form S-1 registration statement relating to the offering by the existing holders of the Company's common stock of 39,276,511 shares of the Company's common stock, par value $0.001 per share, including 22,249,780 shares of the Company's common stock issuable upon exercise of the warrants held by the selling security holders. The prospectus also relates to the issuance of 1,666,667 shares of common stock upon exercise of certain publicly traded warrants, that were issued as part of a public offering of units and the resale of those shares of common stock. It is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. The Company will not receive any proceeds from the sales of shares of common stock by the selling security holders. The Company has agreed to pay all fees and expenses incurred by the Company incident to the registration of the Company's common stock, including SEC filing fees. Each selling security holder will be responsible for all costs and expenses in connection with the sale of their shares of common stock, including brokerage commissions or dealer discounts. The Company's common stock and Traded Warrants are currently traded on the Over-The-Counter Bulletin Board, commonly known as the OTC Bulletin Board, under the symbols "CYRX" and "CYPTW." As of April 20, 2011, the closing sale price of the Company's common stock and Traded Warrants were $1.42 per share and $0.20 per Traded Warrant, respectively. A full-text copy of the amended prospectus is available for free at http://is.gd/1eF09A About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0-degree Celsius. At Sept. 30, 2010, the Company had total assets of $5.37 million, total liabilities of $5.53 million, and a stockholders' deficit of $153,700. KMJ Corbin & Company LLP expressed substantial doubt about CryoPort's ability to continue as a going concern, following the Company's fiscal 2009 results. The firm noted that the Company has incurred recurring losses and negative cash flows from operations since inception. CUMULUS MEDIA: S&P Raises Corporate Credit Rating to 'B' -------------------------------------------------------- Standard & Poor's Ratings services said it raised its corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B' from 'B-'. "The rating remains on CreditWatch, where we placed it with positive implications Feb. 18, 2011," S&P stated. "At the same time, we assigned a preliminary 'CCC+' issue-level rating to the company's $610 million senior unsecured notes facilities, with a preliminary recovery rating of '6', indicating our expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. We placed the preliminary rating on the notes on CreditWatch with positive implications," S&P noted. S&P continued, "We also raised our issue-level rating on the company's senior secured debt to 'B' from 'B-'. The recovery rating remains at '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The issue-level rating on the company's term loan was removed from CreditWatch. Upon the successful completion of the note issuance, we expect the existing term debt will be repaid. The ratings on the company's revolver, which will remain in place until Cumulus completes the merger with Citadel Broadcasting Corp., remain on CreditWatch with positive implications." "The upgrade and continued CreditWatch listing reflect our view that debt leverage and financial risk at the consolidated entity of Cumulus, Citadel, and CMP Susquehanna will be meaningfully lower than at Cumulus prior to the merger," said Standard & Poor's credit analyst Jeanne Shoesmith. "Pro forma for the proposed transaction, we estimate that the consolidated company's pro forma lease-adjusted debt leverage will be in the mid- to high-6x area (depending on the final stock election by shareholders), compared to Cumulus' current lease-adjusted debt leverage of 6.8x at Dec. 31, 2010. If cost synergies are included, pro forma lease-adjusted debt leverage drops to the high-5x to low-6x range. The consolidated company's increased scale, geographic diversity, potentially higher pricing power, along with stronger credit metrics than for Cumulus premerger, could be consistent with a 'B+' corporate credit rating." In completing its CreditWatch review, Standard & Poor's will evaluate the terms of the capital structure of the combined entity, as well as its business and financial strategies. CUMULUS MEDIA: Moody's Hikes Corporate to 'B1' with CMP Purchase ---------------------------------------------------------------- Moody's Investors Service upgraded Cumulus Media, Inc.'s Corporate Family Rating to B1 from Caa1 due to the company's pending acquisition of CMP Susquehanna Corp. ("CMP") in the second quarter of 2011 followed by the announced $2.4 billion acquisition of Citadel Broadcasting Corporation later this year. Transactions will be financed with approximately $3 billion of new debt facilities as well as up to $500 million of new equity. Moody's assigned a B3 (LGD6-90%) rating to the company's proposed $610 million senior unsecured notes due 2019 which will be used to refinance current outstandings under Cumulus' senior secured credit facilities. Moody's also assigned Ba3 (LGD3-38%) ratings to the proposed $375 million senior secured revolver and $2,040 million senior secured term loan B which will be used to refinance existing debt of CMP and Citadel. Ratings for existing facilities will be withdrawn upon closing of each of the debt issuances. Moody's assigned a Speculative Grade Liquidity Rating 2 (SGL-2) based on expectations of good liquidity over the next twelve months. These actions conclude the review for upgrade that began in February 2011. The rating outlook is stable. Issuer: Cumulus Media, Inc. Upgrades: -- Corporate Family Rating, Upgraded to B1 from Caa1 -- Probability of Default Rating, Upgraded to B1 from Caa2 Assignments: -- $610 million Senior Unsecured Notes, B3 (LGD6-90%) - expected to be assumed by Cadet Holding Corporation when acquisition closes Issuer: Cadet Holding Corporation Assignments: -- $375 million Senior Secured Revolver, Ba3 (LGD3-38%) -- $2,040 million Senior Secured Term Loan, Ba3 (LGD3-38%) To Be Withdrawn As Applicable Transactions Close: Issuer: Cumulus Media, Inc. -- $20 million Senior Secured Revolver, Caa1 (LGD3-34%) -- $648 million Senior Secured Term Loan, Caa1 (LGD3-34%) Issuer: CMP Susquehanna Corp. -- CFR, Caa1 -- PDR, Caa1 -- $100 million Revolver due 2012, Caa1 (LGD3-48%) -- $700 million Term Loan due 2013, Caa1 (LGD3-48%) -- $250 million Sr Subordinated Notes due 2014, Caa3 (LGD6-96%) Issuer: Citadel Broadcasting Corporation -- CFR, Ba2 -- PDR, Ba2 -- $150 million Sr Sec Revolver, Baa3 (LGD2-15%) -- $350 million Sr Sec Term Loan B due 2016, Baa3 (LGD2-15%) -- $762 million Sr Sec Term Loan due 2015, Ba2 (LGD3-33%) -- $400 million 7.75% Sr Notes due 2018, Ba3 (LGD5-71%) Outlook is Stable RATING RATIONALE The B1 corporate family rating reflects Cumulus' high pro forma debt-to-EBITDA leverage of approximately 5.7x estimated for 12/31/2011 (including Moody's standard adjustments and treating 75% of preferred shares as debt, if issued) and assuming selling shareholders of Citadel require the maximum amount of cash payments, instead of stock. Ratings also reflect the cyclical nature of radio advertising demand evidenced by the revenue declines suffered by radio broadcasters during the recent recession, fragmentation of media outlets, and potential challenges associated with a large acquisition (Citadel has $740 million in revenue and 225 stations compared to $445 million in revenue and 346 stations for the combined Cumulus and CMP). Ratings are supported by the company's national scale, geographic and market diversity as well as expected 40% EBITDA margins. Post-transactions, Cumulus is expected to generate more than $300 million of annual free cash flow, or 10% of debt balances, from a well-clustered radio station portfolio that is effectively diversified by programming formats and audience demographics. Although revenues are expected to grow in the low to mid-single digit range through 2012, planned cost reductions will contribute to increasing free cash flow generation and debt reduction resulting in improved credit metrics. "Management has a multi- year track record of refining its proprietary technology platform and has been successful in driving down costs resulting in industry leading EBITDA margins. Management also confirms its strategy to reduce debt balances and targets reported gross debt- to- EBITDA ratios of 4.0x or better to gain operational and financial flexibility. In Moody's opinion, Cumulus' experienced management team and commitment to reduce debt balances provide rating support," stated Carl Salas, a Moody's Vice President and Senior Analyst. Moody's believes the acquisitions will receive FCC approval and be completed by year end 2011 based on minimal market overlap in 6 markets. Approximately 13 stations have been identified for transfer to a trustee. Ratings assume successful execution; however, in the unlikely event the Citadel acquisition is not completed and there are no equity injections, the proposed $375 million revolver and $2,040 term loan would not be needed, and ratings could be downgraded given debt-to-EBITDA leverage of approximately 6.7x for the Cumulus borrowing group (including Moody's standard adjustments and assuming payment of Cumulus' portion of the termination fee). The stable outlook reflects Moody's view that the acquisitions of CMP Susquehanna and Citadel will be completed in the expected time frame and that revenue and EBITDA will track along management's plan including success in achieving most of its synergy targets. "The outlook also incorporates Moody's expectation that Cumulus will maintain good liquidity and use free cash flow to reduce revolver or term loan balances resulting in debt-to-EBITDA leverage remaining below 6.0x (including Moody's standard adjustments) with free cash flow-to debt ratios of more than 9% in the near term. Financial metrics are expected to improve thereafter, consistent with management's target of 4.0x reported gross debt-to-EBITDA (or approximately 4.1x including Moody's standard adjustments)," added Salas. Ratings could be upgraded if debt-to-EBITDA ratios are sustained below 4.5x (including Moody's standard adjustments) with good liquidity including free cash flow-to-debt ratios remaining above 10%. Absent sizable acquisitions, debt balances would also need to remain below $2.4 billion to accommodate likely EBITDA fluctuations in an economic downturn. Ratings could be downgraded if debt-to-EBITDA ratios are sustained above 6.0x (including Moody's standard adjustments) due to the inability to achieve planned synergies or due to deterioration in performance as a result of increased competition in key markets, an economic downturn, or audience and advertising revenue migration to competing media platforms. Ratings could also be downgraded if leveraging events such as debt financed acquisitions or dividends result in debt-to-EBITDA ratios being sustained above 6.0x or if there is deterioration in liquidity. In the unlikely scenario the Citadel acquisition is not completed as planned and an equity injection is not funded, the proposed $375 million revolver and $2,040 million term loan would not be needed, and the CFR would likely be downgraded given potential debt-to-EBITDA ratios of approximately 6.7x for the Cumulus borrowing group (including Moody's standard adjustments and assuming payment of Cumulus' portion of the termination fee), a lower revenue base, as well as the absence of broader geographic and market diversification. In addition, coverage ratios would be weaker with approximately 1.8x EBITDA coverage of interest expense compared to approximately 3.2x under the Citadel acquisition scenario, and the committed revolver facility due May 2012 would be relatively small at only $20 million. Ratings on the new $610 million of Senior Unsecured Notes could potentially be downgraded. The principal methodology used in rating Cumulus Media was the Global Broadcast Industry Methodology, published June 2008. Corporate Profile: Headquartered in Atlanta, Georgia, Cumulus Media Inc. is one of the nation's largest radio broadcasting companies, currently operating approximately 312 radio stations in 60 mid-sized markets. In 1Q2011 the company announced the acquisition of the remaining 75% of CMP Susquehanna Corporation it did not already own followed by the announcement that it entered into a definitive agreement to acquire Citadel Broadcasting Corporation. Pro forma for these two acquisitions, Cumulus will be the second largest U.S. radio group with approximately 571 properties and $1.2 billion in station and network revenues as of December 2010. There will be one class of common shares with approximately 18%- 27% to be owned by Crestview Partners, 7%-10% owned by the Dickey family, and the remainder broadly held among existing Cumulus and CMP shareholders and former Citadel shareholders. CUMULUS MEDIA: Amends Investment Agreement with Crestview, et al. ----------------------------------------------------------------- Cumulus Media Inc., on April 22, 2011, entered into an Amended and Restated Investment Agreement with Crestview Radio Investors, LLC, MIHI LLC and UBS Securities LLC. The Amended and Restated Investment Agreement amends and restates the Company's previously disclosed Investment Agreement with Crestview and Macquarie, dated as of March 9, 2011. Pursuant to the Original Investment Agreement, Crestview and Macquarie had committed to purchase with cash up to an aggregate of $500.0 million in equity securities of the Company, at a purchase price per share of $4.34. As provided for in the Amended and Restated Investment Agreement, Crestview has agreed to purchase up to $250.0 million in shares of the Company's class A common stock and Macquarie and UBS Securities have each agreed to purchase up to $125.0 million in warrants, which will be immediately exercisable at an exercise price of $0.01 per share for shares of a newly created class of non-voting common stock. Macquarie may, at its option, elect instead to receive shares of a newly created class of redeemable, non- convertible preferred stock, and will also be permitted to syndicate up to $45.0 million of its commitment to purchase warrants to one or more third parties, subject to certain limitations set forth in the Amended and Restated Investment Agreement. Contemporaneously with the closing of the Investment, Crestview and Macquarie will each receive a cash commitment fee equal to $10.0 million, and UBS Securities will receive a structuring fee equal to 3.0% of its equity commitment. In addition, Crestview will receive warrants to purchase, at an exercise price of $4.34 per share, 7,776,498 shares of the Company's class A common stock and, pursuant to a monitoring agreement to be entered into in connection with the closing of the Investment, a monitoring fee of $2.0 million per year, payable in installments quarterly in arrears, until the fifth anniversary of the closing of the Investment. Up to $80.0 million of Macquarie's commitment is terminable by the Company, in whole or in part, at any time. Macquarie will also receive a syndication fee of approximately $0.2 million, and an equity commitment fee of approximately $0.2 million plus an amount, computed like interest on a daily basis from March 26, 2011 until the closing date of the Investment, equal to 3.1% per annum on the dollar amount of such portion of its commitment outstanding from time to time and not terminated by the Company. The Amended and Restated Investment Agreement did not provide for any material modifications of the Original Investment Agreement. A full-text copy of the Amended and Restated Investment Agreement is available for free at http://is.gd/bsh9JK About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Dec. 31, 2010, showed $319.63 million in total assets, $660.94 million in total liabilities and a $341.31 million stockholders' deficit. Standard & Poor's Ratings Services said April it raised its corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B' from 'B-'. "The rating remains on CreditWatch, where we placed it with positive implications Feb. 18, 2011," S&P stated. Moody's Investors Service in April upgraded Cumulus Media's Corporate Family Rating to B1 from Caa1 due to the company's pending acquisition of CMP Susquehanna Corp. in the second quarter of 2011 followed by the announced $2.4 billion acquisition of Citadel Broadcasting Corporation later this year. CUMULUS MEDIA: Intends to Offer $610 Million Sr. Notes Due 2019 --------------------------------------------------------------- Cumulus Media Inc. plans to offer $610.0 million aggregate principal amount of senior notes due 2019 in a private transaction that is exempt from the registration requirements of the Securities Act of 1933. The Notes will be guaranteed by certain of the Company's existing and future direct and indirect domestic restricted subsidiaries and, in certain circumstances, may be assumed by a direct wholly owned subsidiary of the Company, in which case the Company will guarantee the Notes. As a part of its refinancing transactions in connection with its pending acquisitions of Cumulus Media Partners, LLC, and Citadel Broadcasting Corporation, the Company intends to use the net proceeds from the offering of Notes to (i) repay in full all outstanding amounts under the term loan facility under the Company's existing senior secured credit facilities and (ii) pay fees and expenses related to the offering of Notes. Any remaining proceeds will be used for general corporate purposes. The consummation of the offering of Notes is conditioned upon customary closing conditions. The Notes and the related guarantees have not been, and will not be, registered under the Act or the securities laws of any other place and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Notes will be offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Dec. 31, 2010, showed $319.63 million in total assets, $660.94 million in total liabilities and a $341.31 million stockholders' deficit. Standard & Poor's Ratings Services said April it raised its corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B' from 'B-'. "The rating remains on CreditWatch, where we placed it with positive implications Feb. 18, 2011," S&P stated. Moody's Investors Service in April upgraded Cumulus Media's Corporate Family Rating to B1 from Caa1 due to the company's pending acquisition of CMP Susquehanna Corp. in the second quarter of 2011 followed by the announced $2.4 billion acquisition of Citadel Broadcasting Corporation later this year. DEVELOPING EQUITIES: Court Extends Plan Filing Period to May 16 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado extended Developing Equities Group LLC's exclusive period to: -- file a plan of reorganization through and including May 16, 2011; -- to obtain acceptance of that Plan through and including July 31, 2011. Prior to approval of the extension, the Debtor and Stratus of North Creek, LLC, entered into a stipulation resolving Stratus' objection to the extension motion. The parties agreed to the approved extensions. The Debtor originally sought for a June 17, 2011 plan filing deadline and Aug. 31, 2011 solicitation extension. Highlands Ranch, Colorado-based Developing Equities Group LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-39617) on Nov. 23, 2010. Harvey Sender, Esq., and Matthew T. Faga, Esq., who have offices in Denver, Colorado, assist the Debtor in its restructuring effort. According to its schedules, the Debtor disclosed $16,977,815 in total assets and $6,823,390 in total debts. DHILLON PROPERTIES: Wants Alan R. Smith Law Offices as Attorneys ---------------------------------------------------------------- Dhillon Properties LLC asks the U.S. Bankruptcy Court for the District of Nevada for authority to employ the Law Offices of Alan R. Smith as its counsel. The Debtor previously employed Kung & Associates as its counsel but needs the services of the Law Offices of Alan R. Smith to assist in certain aspects of the Chapter 11 case. Specifically, Smith will render these services: a. Render legal advice with respect to the powers and duties of the Debtor that continue to operate its business and manage its properties as Debtor in possession; b. Negotiate, prepare and file a plan or plans of reorganization and disclosure statements in connection with the plans, and otherwise promote the financial rehabilitation of the Debtor; c. Take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is or will become involved, and the evaluation and objection to claims filed against the estate; d. Prepare, on behalf of the Debtor, all necessary applications, motions, 16 answers, orders, reports and papers in connection with the administration of the Debtor's estate, and appear on behalf of the Debtor at all Court hearings in connection with the Debtor's case; e. Render legal advice and perform general legal services in connection with the foregoing; and f. Perform all other necessary legal services in connection with the Chapter 11 case. Smith will not be paid by the Debtor, but will be paid by non- Debtor Dhillon Holdings, Inc. according to these hourly rates: Alan R. Smith $450 Contract Attorneys $350 Paraprofessionals: Peggy L. Turk $205 Merrilyn Marsh $205 Other paraprofessional services $75 to $105 The Law Offices of Alan R. Smith certifies that it does not hold or represent an interest adverse to the estate and the members thereof are "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code. The hearing to consider approval of the Application is on May 18, 2011 at 10:00 a.m. About Dhillon Properties LLC Elko, Nevada-based Dhillon Properties LLC, dba Holiday Inn Express, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 09-54640) on Dec. 31, 2009. In its schedules, the Company disclosed assets of $13,217,541, and total debts of $9,260,886. DIABETES AMERICA: Exclusive Plan Filing Pd. Extended to Aug. 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has extended Diabetes America, Inc.'s exclusive period to file a Chapter 11 Plan of Reorganization through and including Aug. 19, 2011. The period in which to confirm a plan of reorganization is extended through and including Oct. 19, 2011. About Diabetes America Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers of America, Inc., operates a network of 17 centrally-managed medical clinics that provide comprehensive outpatient medical care, primarily to patients with Type 1, Type 2 and Gestational Diabetes. The company's clinics are located in Texas and Houston and generate 51,000 patient visits per year. Diabetes America filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. Judy A. Robbins, the U.S. Trustee for Region 7, appointed three members to the Official Committee of Unsecured Creditors in Diabetes America's Chapter 11 case. The Committee has tapped Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel. DIGITILITI INC: Board Chairman Roy Bauer Resigns ------------------------------------------------ Roy Bauer, chairman of the board of Digitiliti Inc., resigned effective April 21,2011. Mr. Bauer was appointed chairman of the board in December 2008. In February 2009, Mr. Bauer accepted the position as president and chief executive officer with the understanding that he would return to his consulting business at some time in the future. During his tenure as president and chief executive officer Mr. Bauer led the company's restructuring, DigiLIBE product development and capital raising efforts. He relinquished his management responsibilities in October 2010 when Ehssan Taghizadeh was appointed president and chief executive officer. After the announcement, Mr. Bauer will return to his consulting business on a full time basis. About Digitiliti, Inc. St. Paul, Minnesota-based Digitiliti, Inc.'s business is developing and delivering storage technologies and methodologies enabling its customers to manage, control, protect and access their information and data with ease. The Company's core business is providing a cost effective on-line data protection solution to the small to medium business ("SMB") and small to medium enterprise ("SME") markets through its DigiBAK service. This on- line data protection solution helps organizations properly manage and protect their entire network from one centralized location. The Company reported a net loss of $6.41 million on $2.14 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $5.17 million on $3.19 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $1.21 million in total assets, $2.54 million in total liabilities, and a $1.33 million stockholders' deficit. As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in Houston, Texas, 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 suffered losses from operations and has a working capital deficit. DIRECTBUY HOLDINGS: S&P Places 'B' Corporate on Watch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Merrillville, Ind.-based DirectBuy Holdings Inc. "At the same time, we assigned the company's $335 million second- lien notes due February 2017 our issue-level rating of 'B' (at the same level as the 'B' corporate credit rating) with a recovery rating of '3', indicating our expectation of meaningful (50% to 70%) recovery for noteholders in the event of a payment default," S&P related. "In addition, we placed the 'B' corporate credit and issue-level ratings on CreditWatch with negative implications, reflecting our opinion that lawsuits pending against DirectBuy could have an adverse impact on the company's credit quality," S&P continued. About 36 U.S. states have filed lawsuits against DirectBuy, alleging that the company misrepresented the actual costs of the products marketed to its members. "We understand that the plaintiffs rejected the company's offer to settle the lawsuits by providing up to $55 million in free memberships. A settlement hearing is scheduled for May 2011," according to S&P. "We believe an adverse outcome to this legal dispute could cause a decline in DirectBuy's membership base, where the company generates a majority of its revenues. We also think that if such a scenario unfolds, liquidity could weaken, and the current trend of improving credit metrics could reverse to levels that are no longer appropriate for the 'B' rating. In addition, DirectBuy experienced large declines in new membership growth during the first quarter of 2011," S&P related. For the 12-month period ended Jan. 31, 2011, EBITDA increased to about $77 million, up from nearly $60 million the same time last year, and leverage declined to 4.3x from 6.3x. Liquidity sources consisted of $16 million cash on hand at Jan. 31, 2011, and $22 million of revolving credit availability. "In resolving the CreditWatch listing, we will focus our review on management's plans to address the pending legal issues and their potential impact on cash flows and liquidity, as well as to improve new membership growth," said Standard & Poor's credit analyst Andy Sookram. DONG-IN DEVELOPMENT: Bank Wins Dismissal of Chapter 11 Case ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri has granted St. Johns Bank & Trust Company's request to dismiss the Chapter 11 case of Dong-In Development USA LLC and prohibiting the Debtor to re-file a bankruptcy proceeding for 120 days. St. Johns Bank argued that the Debtor has failed to comply with the requirements to remain a debtor-in-possession, including but not limited to (a) failure to file bankruptcy schedules or a statement of financial affairs, (b) failure to file for approval to hire counsel, (c) to file for a cash collateral order, (d) failure to file for approval of retention of other professionals, and (d) failure to file any additional first-day motions. St. Johns Bank also pointed out that the Debtor has not turned over the postpetition rents improperly collected by the Debtor in a commercial property located at 4220 Hwy K, O'Fallon, Missouri and 844 Waterbury Falls Drive, O'Fallon, Missouri. The postpetition rents are not assets of the Debtor's bankruptcy estate due to St. Johns Bank having exercised its assignment of rents prepetition, St. Johns Bank contended. Dong-In Development USA LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 11-05508) on Feb. 14, 2011. Midong Choi, Esq., at MC Law Group 135, in Arlington Heights, Illinois, serves as counsel to the Debtor. The Debtor estimated assets of $10,000,001 to $50,000,000 and debts of $1,000,001 to $10,000,000 as of the Chapter 11 filing. DOT VN: To Host Vietnamese Language Domain Name Launch in Hanoi --------------------------------------------------------------- Dot VN, Inc., announced that it, along with the Vietnam Internet Network Information Center and Key-Systems, GmbH, will host a launch event celebrating the opening of general registrations of Vietnam's native language internationalized domain name on April 28, 2011. The ceremony, hosted at VNNIC's headquarters in Hanoi, Vietnam, marks both the launch of the Vietnamese IDN and the 11 year anniversary of the founding of VNNIC will feature key note addresses from VNNIC, Key-Systems and Dot VN with additional guests from the government, local partners and resellers and the Vietnamese national media. Additionally, the April 28th event will mark the beginning of open registrations for the newly rebranded Vietnamese IDNs. Registrations of the Vietnamese IDN will be available through Key-Systems worldwide and domestically at www.ten.vn. "The launch of the Vietnamese language Internet signifies Vietnam's transition to a more mature online society," said Dot VN CEO Thomas Johnson. "Moreover, the Vietnamese IDN will allow the over 89 million people in Vietnam and the estimated 3.7 million overseas Vietnamese, both existing internet users as well as potential Internet users deterred by the language barrier, their chance to claim their own piece of the internet in their native language." Historically, Vietnam's Internet growth has proven to be incredibly strong as evidenced by the exponential increase in the number of Internet users in Vietnam. In 2000, there were 430,000 Internet users. VNNIC's most recent statistics as of December 2010 show that there over 26.7 million Internet users, an increase of over 6,100 percent in just ten years. Indeed, Vietnam's remarkable growth has propelled it into the top 20 Countries in terms of Internet usage trailing only slightly behind Canada according to a recent report by Pingdom, a U.S. based Web site monitoring service. "The relaunch of the Vietnamese IDN has been a truly massive undertaking," said Dot VN President Lee Johnson. "However, with the support of VNNIC and Key-System's cutting edge KSregistry system we believe that the impending launch of the Vietnamese IDN will spark a new explosion in the use and reach of the Vietnamese Internet." The Vietnam Internet Network Information Centre, is an agency of the Ministry of Information and Communication of Vietnam. VNNIC was founded on April 28, 2000, and carries out the functions of managing, allocating, supervising and promoting the use of Internet domain names, addresses, autonomous system numbers in Vietnam, providing Internet-related guidance, statistics on Internet usage, and representing Vietnam at Internet related events. Key-Systems is one of the leading European companies for the distribution and management of domains. Key-Systems administer more than 3 million Internet addresses for more than 70,000 retail and corporate customers and 1,700 resellers from more than 200 countries. Through the three portals domaindiscount24.com, RRPproxy.net and BrandShelter.com, Key-Systems offers more than 280 top-level and second-level domain extensions for fully- automated registrations, among them country-code extensions like .DE (Germany), .IN (India) or .COM.BR (Brazil) as well as generic extensions like .COM, .NET and .ORG. With KSregistry, companies and organizations benefit from Key-Systems' conceptual and technical know-how when realizing and operating their top-level domain such as .BRAND or .COMPANY. The modern Tier III SkyWay Data Center, located at the Key-Systems headquarters in St. Ingbert (Germany), supplies worldwide companies and individuals with multi-purpose IT and telecommunication services. About Dot VN Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides Internet and telecommunication services for Vietnam and operates and manages Vietnam's innovative online media web property, www.INFO.VN. The Company is the "exclusive online global domain name registrar for .VN (Vietnam)." Dot VN is the sole distributor of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless Gigabit Radios to Vietnam and Southeast Asia region. Dot VN is headquartered in San Diego, California with offices in Hanoi, Danang and Ho Chi Minh City, Vietnam. Dot VN was incorporated in the State of Delaware on May 27, 1998, under the name Trincomali Ltd. The Company's balance sheet at Jan. 31, 2011, showed $2.74 million in total assets, $10.92 million in total liabilities and $8.18 million in total shareholders' deficit. Dot VN reported a $7.3 million net loss on $1.1 million of revenues for the fiscal year ended April 30, 2010, compared with a $5.4 million net loss on $1.0 million of revenues for the same period a year ago. Following the Company's results for fiscal 2010, Chang G. Park CPA expressed substantial doubt against Dot VN's ability to continue as a going concern, citing the Company's losses from operations. EDRA BLIXSETH: Ex-Husband Loses Bid to Halt Family Compound Sale ---------------------------------------------------------------- Bankruptcy Judge Ralph B. Kirscher denied Timothy Blixseth's bid to block the sale of a real property known as the "Family Compound" at Yellowstone Mountain Club. Richard J. Samson, the trustee in the Chapter 7 case of Edra D. Blixseth, won the Court's permission to auction off the property. The Chapter 7 trustee has a "stalking horse" bid from lender CIP Yellowstone Lending LLC, a unit of CrossHarbor Capital Partner, which own substantial property within the Yellowstone Club. This is the Chapter 7 Trustee's second attempt to gain Court permission of the sale. In December 2009, the Trustee sought to sell the Family Compound to CIP for $8.5 million, consisting of an $8 million credit bid and a $500,000 cash carve-out to reimburse the estate for its time and effort in facilitating a sale of the Family Compound. Several parties balked at the deal, finding the offer too low. The Court rejected that deal. To remedy this, CIP has increased its bid to $10,850,000, including an increased cash component of $850,000 payable to the estate, and the Chapter 7 Trustee proposes to sell the Family Compound to the highest bidder after exposing the Family Compound to the market and if necessary at auction. CIP won't seek a break-up fee or expense reimbursement, and the initial overbid has been reduced to $250,000. In the event of an overbid the sale would revert to an open outcry auction with $100,000 minimum bid increments. Tim Blixseth told the Court CIP's $10,850,000 stalking horse bid is far less than the $56 million which he argues CrossHarbor offered and contracted to purchase the Family Compound for from him in 2007. Judge Kirscher, however, held that Tim Blixseth is "comparing apples to oranges," especially after the economic recession which took place in 2008. "The $56 million sale offer in 2007 is irrelevant to the market conditions existing now, and it involved significantly different assets than the Family Compound which is the subject of the Trustee's Motion," the judge said. CIP has a first and third mortgage against the Family Compound totalling almost $19 million. The Chapter 7 Trustee has told the Court that Edra Blixseth's estate has no funds to pay accruing taxes, fees, insurance and other administrative costs of the Family Compound; and he has received no other serious offers. The Chapter 7 Trustee's Sale Motion includes a proposed settlement that will admit the validity of CIP's loans and liens against the Family Compound, release CIP and its affiliates from all claims relating to its loans. The settlement includes granting relief to CIP from the automatic stay, but CIP agrees not to seek immediate relief from the stay with respect to the Family Compound to allow the sale and settlement to go through. The Chapter 7 Trustee's attorney explained at the hearing on the Sale Motion that, upon approval of the agreement with CIP, CrossHarbor will pay Edra Blixseth's estate $500,000, and upon closing of the sale CIP will pay the estate another $350,000 cash. If CIP is not the successful bidder it would get a $500,000 refund but the estate would retain $350,000, and would receive another $850,000 from the successful bid. A copy of the Court's April 20, 2011 Memorandum of Decision is available at http://is.gd/PZgs0Dfrom Leagle.com. About Edra D. Blixseth Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone Club in Montana. Ms. Blixseth filed for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D. Mont. Case No. 09-60452). Gary S. Deschenes, Esq., at Deschenes & Sullivan Law Offices assists Ms. Blixseth in her restructuring efforts. The Debtor listed $100 million to $500 million in assets and $500 million to $1 billion in debts. The Debtor's case was converted from a Chapter 11 to a Chapter 7 by Court order entered May 29, 2009. About Timothy Blixseth Tax officials from California, Montana and Idaho on April 5, 2011 filed an involuntary-bankruptcy petition under Chapter 7 against Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No. 11-15010). The three states that signed the petition against the Yellowstone Club co-founder claim they are owed $2.3 million in back taxes. A copy of the petition is available for free at: http://bankrupt.com/misc/nvb11-15010.pdf Mr. Blixseth is seeking dismissal of the involuntary petition. Mr. Blixseth and his former wife, Edra Blixseth, founded the Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort for millionaires looking for vacation homes. Members paid $205 million for 72 properties in 2005 alone. Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge Ralph B. Kirscher, says the couple took cash for their personal use from a $375 million loan arranged by Credit Suisse. Finances at the club deteriorated thereafter, and the club eventually went bankrupt, Judge Kirscher found. Mr. Blixseth was ordered to pay $40 million to the club's creditors under a September ruling by Judge Kirscher. Mr. Blixseth said he's appealing that judgment. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08- 61570). The Company's owner affiliate, Edra D. Blixseth, filed for Chapter 11 on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. ELEPHANT TALK: Philip Hickman Has 253,864 Shares at Dec. 31 ----------------------------------------------------------- In a Form 5 filing with the U.S. Securities and Exchange Commission, Philip Hickman, a director at Elephant Talk Communications Inc., disclosed that he acquired 155,065 shares of common stock of the Company on July 26, 2010. Mr. Hickman beneficially owned 253,864 shares following the transaction and as of Dec. 31, 2010. Mr. Hickman further disclosed that he has warrant to purchase 42,373 shares, which warrants were issued at no cost to him in connection with the acquisition by the Company of ValidSoft Ltd. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. The Company reported a net loss of $92.48 million on $37.17 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.30 million on $43.65 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $38.92 million in total assets, $10.25 million in total liabilities, and $28.67 million in total stockholders' equity. As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2010, the Company incurred a net loss of $92.5 million, used cash in operations of $14.1 million and had an accumulated deficit of $154.8 million. EMIVEST AEROSPACE: Metalcraft Acquires Assets for $5.1 Million -------------------------------------------------------------- Ivan Gale at the National reports that the assets of Emivest Aerospace, the maker of the $7.2 million SJ30 light business jet, have been bought by Metalcraft Technologies, based in Utah, for $3.5 million in cash plus liabilities. The sale also brings to an end six months of bankruptcy proceedings, a process in which Emivest estimated that its $80 million in assets were counterbalanced by $77 million in debt. In addition to its cash offer, Metalcraft, a metal parts provider for the SJ30 programme, agreed to cover $1.6 million in assumed liabilities relating to a down payment for one aircraft order. 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 HOLDINGS: U.S. Trustee Seeks Conversion to Chapter 7 ----------------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for Region Four, asks the U.S. Bankruptcy Court for the District of Maryland to appoint a Chapter 11 trustee to serve in the jointly-administered bankruptcy cases of Empire Holdings Corporation and Empire Towers Corporation, or, in the alternative, to convert the case to a case under Chapter 7 of the Bankruptcy Code. The Debtors have filed a Joint Plan of Reorganization and Disclosure Statement proposing an undetailed, and apparently unrealized post-confirmation refinancing of secured debt and satisfaction of claims, Mr. McDow relates. He asserts that the Disclosure Statement is devoid of the Debtors' financial information on income and expenses and operating results, either historical, presently, or going forward. The Debtors are in dispute with Bank of America over their compliance with consensual lift-stay orders, Mr. McDow says. In connection with that dispute, he avers, Bank of America has raised the apparent deficiency in the debtor-in-possession bank accounts of net rental income from the Debtors' operations. He adds that the Debtors have not provided a satisfactory explanation for the alleged shortfall. Moreover, the Debtors have never filed with the Court any reports of operations since filing the cases on Oct. 27, 2010, Mr. McDow contends. He notes that at least reports for November 2010 through February 2011 ought be on file, and are not. The United States Trustee believes that substantial rental income has been diverted from the Debtors or, at least, is unaccounted for. He points out that the Debtors' failure to be accountable for property of the estate is sufficient grounds for the appointment of a Chapter 11 trustee, or conversion of the case to Chapter 7, whether or not funds have been diverted. Glen Burnie, Maryland-based Empire Holdings Corporation filed for Chapter 11 bankruptcy protection on Oct. 27, 2010 (Bankr. D. Md. Case No. 10-34580). Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Holdings in its restructuring effort. Empire Holdings estimated its assets and debts at $10 million to $50 million. Affiliate Empire Towers Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-34611) on Oct. 27, 2010. Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Towers in its restructuring effort. Empire Towers estimated its assets and debts at $10 million to $50 million. ENERGY FUTURE: To Sell $2.5 Billion of Series P, Q & R Sr. Notes ---------------------------------------------------------------- Energy Future Holdings Corp. filed with the U.S. Securities and Exchange Commission Post-Effective Amendment No. 2 to Form S-1 registration statement regarding the Company's offer to sell: (a) $1,000,000,000 5.55% Series P Senior Notes due 2014; (b) $750,000,000 6.50% Series Q Senior Notes due 2024; and (c) $750,000,000 6.55% Series R Senior Notes due 2034 Interest on the 5.55% Series P Senior Notes due 2014, the 6.50% Series Q Senior Notes due 2024 and the 6.55% Series R Senior Notes due 2034 is payable on May 15 and November 15 of each year. The 2014 notes accrue interest at the rate of 5.55% per annum, the 2024 notes accrue interest at the rate of 6.50% per annum and the 2034 notes accrue interest at the rate of 6.55% per annum. The 2014 notes, the 2024 notes and the 2034 notes will mature on Nov. 15, 2014, Nov. 15, 2024 and Nov. 15, 2034, respectively. Energy Future Holdings Corp. may redeem any of the notes at the "make-whole" redemption prices set forth in this prospectus, plus accrued and unpaid interest to the redemption date. The notes are unsecured and rank equally with all unsecured senior indebtedness of EFH Corp. None of EFH Corp.'s subsidiaries guarantees the notes. The notes are effectively junior to all indebtedness, preferred stock and other liabilities of EFH Corp.'s subsidiaries. A full-text copy of the amended prospectus is available for free at http://is.gd/7fOdU8 About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. ENERGY FUTURE: To Offer $4.65 Billion of Sr. Notes Due 2017 ----------------------------------------------------------- Energy Future Holdings Corp. filed with the U.S. Securities and Exchange Commission a Post-Effective Amendment No. 3 to Form S-1 registration statement regarding its offering of: (a) $1,786,546,000 10.875% Senior Notes due 2017; and (b) $2,867,146,485 11.250%/12.000% Senior Toggle Notes due 2017 Interest on the 10.875% Senior Notes due 2017 and the 11.250%/12.000% Senior Toggle Notes due 2017 is payable on May 1 and November 1 of each year. The cash-pay notes accrue interest at the rate of 10.875% per annum. Until Nov. 1, 2012, Energy Future Holdings Corp. may elect to pay interest on the toggle notes in cash, by increasing the principal amount of the toggle notes or issuing new toggle notes for the entire amount of the interest payment or by paying interest on half of the principal amount of the toggle notes in cash and half in PIK interest. The toggle notes accrue cash interest at a rate of 11.250% per annum and PIK interest at a rate of 12.000% per annum. If EFH Corp. elects to pay any PIK interest, EFH Corp. will increase the principal amount of the toggle notes or issue new toggle notes in an amount equal to the amount of PIK interest for the applicable interest payment period (rounded up to the nearest $1,000) to holders of the toggle notes on the relevant record date. The toggle notes are treated as having been issued with original issue discount for U.S. federal income tax purposes. The cash-pay notes and the toggle notes, which are collectively referred to herein as the "notes" or the "EFH Corp. Senior Notes," unless the context otherwise requires, will mature on Nov. 1, 2017. EFH Corp. may redeem any of the notes beginning on Nov. 1, 2012 at the redemption prices set forth in this prospectus. EFH Corp. may also redeem any of the notes at any time prior to Nov. 1, 2012 at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium. The notes are unsecured and rank equally with any unsecured senior indebtedness of EFH Corp. Energy Future Competitive Holdings Company and Energy Future Intermediate Holding Company LLC, direct wholly owned subsidiaries of EFH Corp., guarantee the notes. The guarantees are unsecured and rank equally with any unsecured senior indebtedness of the guarantors. The guarantees are effectively junior to all of the secured indebtedness of the guarantors to the extent of the assets securing that indebtedness. The notes and the guarantees are effectively junior to all indebtedness, preferred stock and other liabilities of EFH Corp.'s subsidiaries that do not guarantee the notes. None of EFH Corp.'s other subsidiaries guarantees the notes. A full-text copy of the amended prospectus is available at no charge at http://is.gd/HQ8qto About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. ENERGY FUTURE: To Offer $1.06 Billion Sr. Secured Notes Due 2020 ---------------------------------------------------------------- Energy Future Holdings Corp. filed with the U.S. Securities and Exchange Commission an Amendment No. 2 to Form S-1 registration statement regarding its offering of $1,060,757,000 10.000% Senior Secured Notes due 2020. Interest on the 10.000% Senior Secured Notes due 2020 is payable on Jan. 15 and July 15 of each year. The notes accrue interest at the rate of 10.000% per annum. The notes will mature on Jan. 15, 2020. EFH Corp. may redeem any of the notes beginning on Jan. 15, 2015 at the redemption prices set forth in the prospectus. EFH Corp. may also redeem any of the notes at any time prior to Jan. 15, 2015 at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium. In addition, before Jan. 15, 2013, EFH Corp. may redeem up to 35% of the aggregate principal amount of the notes using the proceeds from certain equity offerings at the redemption price set forth in the prospectus. The notes are senior obligations of EFH Corp. and rank equally in right of payment with all senior indebtedness of EFH Corp. The notes are effectively subordinated to any indebtedness of EFH Corp. secured by assets of EFH Corp. to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other liabilities of EFH Corp.'s non-guarantor subsidiaries and any other unrestricted subsidiaries. The notes are senior in right of payment to any future subordinated indebtedness of EFH Corp. Energy Future Competitive Holdings Company and Energy Future Intermediate Holding Company LLC, direct, wholly owned subsidiaries of EFH Corp., jointly and severally guarantee the notes. The guarantee from EFIH is secured, equally and ratably with certain outstanding indebtedness of EFH Corp. and EFIH, by the pledge of all membership interests and other investments EFIH owns or holds in Oncor Electric Delivery Holdings Company LLC or any of Oncor Holdings' subsidiaries. The guarantee from EFCH is unsecured. The guarantees are senior obligations of each guarantor and rank equally in right of payment with all existing and future senior indebtedness of each guarantor. The guarantee from EFIH is effectively senior to all unsecured indebtedness of EFIH to the extent of the value of the Collateral. The guarantees are effectively subordinated to all secured indebtedness of each guarantor secured by assets other than the Collateral to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to any existing and future indebtedness and liabilities of EFH Corp.'s subsidiaries that are not guarantors. About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. FIRSTBANK PUERTO RICO: Moody's Downgrades Long-Term Deposits ------------------------------------------------------------ Moody's Investors Service downgraded the long-term ratings of FirstBank Puerto Rico (FirstBank; long-term deposits to B3 from B2, senior unsecured to Caa2 from B3). FirstBank's unsupported bank financial strength rating (BFSR) was confirmed at E+. FirstBank is the primary operating subsidiary of First BanCorp, which is unrated. The rating outlook on FirstBank is negative. This concludes Moody's review that commenced on June 4, 2010. RATINGS RATIONALE The downgrade reflects Moody's view that FirstBank's continued high level of problem assets as reflected in its recently filed 10-K limit its prospects for a return to profitability. This, in turn, in Moody's opinion, impedes its ability to attract new equity to address its required capital ratios as stipulated in the Regulatory Agreement entered into with the FDIC and the Office of the Commissioner of Financial Institutions of Puerto Rico on July 2, 2010. The long-term deposit rating of B3 reflects the rating agency's opinion that even if the bank were to ultimately be resolved, domestic depositors are not likely to incur losses. The senior unsecured rating of Caa2, two notches lower than the deposit rating, reflects the greater loss severity for this class of creditors in the event the bank is resolved. The negative outlook reflects the company's significant level of problem assets in a very challenged market where trends are likely to remain weak at least throughout 2011. A further downgrade could result if trends in FirstBank's asset quality deteriorate beyond Moody's expectations and Moody's analysis indicates a greater likelihood of losses for creditors. First BanCorp's tangible common equity capital position further weakened with the fourth quarter 2010 loss of $251.4 million, which included a $93.7 million valuation allowance against the majority of its remaining deferred tax asset. As of Dec. 31, 2010, the Bank had not reached the capital ratios it is required to attain of Tier 1 leverage of 8%, Tier 1 risk-based of 10% and Total risk-based of 12% set forth under the Regulatory Agreement. While Moody's notes the steps the company is taking to attain its required capital ratios, namely deleveraging its balance sheet, in the rating agency's opinion, First BanCorp will continue to incur sizable credit costs in its commercial real estate and C&I portfolios. These credit costs, combined with the company's inability to recognize tax benefits on losses due to the valuation allowance against its deferred tax asset, will continue to weaken capital ratios. The principal methodologies used in this rating were "Bank Financial Strength Ratings: Global Methodology published in February 2007 and Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology published in March 2007. First BanCorp headquartered in San Juan, Puerto Rico, reported total assets of $15.6 billion at Dec. 31, 2010 Downgrades: Issuer: FirstBank Puerto Rico -- Issuer Rating, Downgraded to Caa2 from B3 -- OSO Senior Unsecured OSO Rating, Downgraded to Caa2 from B3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from B3 -- Senior Unsecured Deposit Rating, Downgraded to B3 from B2 Outlook Actions: Issuer: FirstBank Puerto Rico -- Outlook, Changed To Negative From Rating Under Review Confirmations: Issuer: FirstBank Puerto Rico -- Bank Financial Strength Rating, Confirmed at E+ GLOBAL CROSSING: UK Subsidiary Incurs GBP6.95MM Net Loss in 2010 ---------------------------------------------------------------- Global Crossing Limited announced fourth-quarter and full-year 2010 results for its subsidiary, Global Crossing (UK) Telecommunications Limited. Global Crossing (UK) reported net loss for the period of GBP1.93 million on GBP82.80 million of revenue for the three months ended Dec. 31, 2010, compared with a net loss for the period of GBP1.56 million on GBP78.12 million of revenue for the same period during the prior year. The Company also reported a net loss for the period of GBP6.95 million on GBP314.01 million of revenue for the year ended Dec. 31, 2010, compared with net profit for the period of GBP4.66 million on GBP308.86 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed GBP288.02 million in total assets, GBP508.38 million in total liabilities and a GBP220.36 million in total deficit. "GCUK reported solid results in 2010, with an increase of three percent year over year in GCUK's 'Invest and Grow' revenue," said John Legere, Global Crossing's chief executive officer. "We continue to position the business strategically for long-term growth through investments in sales resources and enhanced capabilities to deliver value-added IP, Ethernet, data center and managed solutions." About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network. The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion in total assets, $2.79 billion in total liabilities and $477 million in total stockholders' deficit. Global Crossing Limited reported a consolidated net loss of $172 million on $2.609 billion of consolidated revenue for the twelve months ended Dec. 31, 2010, compared with a net loss of $141 million on $2.159 billion of revenue during the prior year. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Global Crossing's proposed $150 million of senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. HARRIS COUNTY: S&P Affirms 'B-' Rating on Junior Lien Bonds ----------------------------------------------------------- Standard & Poor's Ratings Services has affirmed its 'BBB' underlying rating on Harris County Houston Sports Authority, Texas' senior-lien bonds outstanding. The 'BBB' underlying rating applies to the series 1998-A, 2001-A, 2001-G, and 2001-I bonds. Standard & Poor's also affirmed its 'B' underlying rating on the authority's junior-lien series 1998-B, 1998-C, 2001B, 2001-C, 2001-D, 2001-E, and 2001H bonds, and on the third-lien series 2004A-3 bonds. The outlook remains negative. Standard & Poor's lowered the rating in 2010 as a result of higher debt service payments in the short term due to acceleration of the series 2001C, 2001D, and 2001E bonds, and the likelihood for a decline in reserve levels due a potential collateral posting requirement related to interest-rate swap agreements. UBS, AG sent notices of termination related to the swaps for the series 2001C, 2001D, and 2001E bonds. Combined, the swap termination payments total $26.75 million and are payable two business days from the receipt of the notices. The authority received the notices on Wednesday, April 20, 2011. There are several options regarding how this commitment may be met. The authority may pay these swap terminations from funds in certain interest accounts or from funds on hand in the Additional Required Reserve (ARR), which has a current balance of approximately $51.5 million. The swap termination payments are also insured; however, the insurer has the option to request that the authority make the termination payment from funds in the ARR. "Regardless of exactly how the swap termination payment commitment is met, the end result is a $26.75 million obligation payable by the authority, which will likely result in a decline in the balance of the ARR," said Standard & Poor's credit analyst James Breeding. If interests accounts are drawn on, then the ARR would likely be needed to cover upcoming payments, and if MBIA covers the payment, it would likely request reimbursement from the ARR. A portion of the payments (those related to the series 2001E bonds) is reimbursable from the Houston Texans, but that reimbursement could take several days to occur. Also, a portion of the ARR, estimated by authority officials to be less than $5 million, will likely be needed to supplement excess revenues in order to make the required accelerated payment due on May 10, 2011. In addition to these recent events, continuing to affect the ratings is the recent, and potentially continuing, decline in excess hotel occupancy tax and vehicle tax revenues that would be available to support the junior-lien bonds. The 'BBB' rating on the senior-lien bonds continues to reflect the limited nature, volatility, and recent negative trends of the pledged tax revenue streams, though the revenue base remains large and diverse. The 'B' rating on the junior- and third-lien bonds reflects the reliance on other available special or supplemental revenues, specifically tied to events at the constructed venues, to support debt service payments for certain series of junior-lien bonds. The stable outlook on the senior-lien bonds reflects Standard & Poor's expectation, that although pledged revenues have been declining, they are still at a level sufficient to cover annual debt service requirements. Monthly set-aside requirements that are above the minimum necessary to cover debt service help to ensure adequate coverage. In the long term, the rating could be pressured if hotel occupancy tax and/or vehicle rental taxes continue to experience declines. Given the escalating nature of the debt service schedule, an upgrade is unlikely even if revenues were to grow considerably. "The negative outlook on the junior-lien bonds reflects our expectation for coverage of junior-lien bond debt service to remain thin, and the reliance on revenues from non-tax sources to continue. Falling coverage, coupled with a significantly reduced reserve fund, could create additional pressure on the rating. Should the authority exhaust the majority of the ARR and excess revenues fall below a 1.0x coverage level, specifically for the series 1998B and 2001B bonds, the authority may be forced to draw on the surety policies. Also, should financial pressure related to the accelerated payments of the series 2001C, D, and E bonds increase and a draw on bond reserve funds is required, then we would likely lower the rating. The rating on the series 2001H bonds and the third-lien series 2004A-3 bonds would also be lowered, even though there are no debt service payments due on these bonds until 2020 and 2031," S&P related. HELLER EHRMAN: Suit v. Arnold Porter Survives Motion to Dismiss --------------------------------------------------------------- Heller Ehrman LLP, v. Arnold & Porter LLP, Adv. Pro. No. 10-3203DM (Bankr. N.D. Calif.), seeks to recover from Defendant law firm the value of profits received by it with respect to unfinished business that was being handled by the Debtor at the time of its dissolution. Under documents that governed the Debtor, its corporate partners and the attorney Shareholders of the corporate partners, the Debtor retained the right to all profits and fees -- including "unbilled fees, work in progress . . . or clientele" -- derived from legal services to its clients, even upon departure of the attorney handling much matters. However, as part of its dissolution process, the Debtor agreed to waive its rights under Jewel v. Boxer, 156 Cal.App.3d 171 (1984), to recover fees associated with such unfinished business and generated by its attorneys after their departure. The Debtor seeks to avoid this waiver as constructive or actually fraudulent transfer. In the First Claim For Relief, the Debtor seeks to avoid and recover intentional fraudulent transfers under the Bankruptcy Code; in the Second Claim For Relief, the Debtor seeks to avoid and recover the same transfers as constructive fraudulent transfers under the Bankruptcy Code; in the Third Claim For Relief, it seeks to avoid and recover actual fraudulent transfers under the California Uniform Fraudulent Transfer Act; in the Fourth Claim For Relief, it seeks to avoid and recover constructive fraudulent transfers under CUFTA. The Defendant filed a motion to dismiss, arguing that the Debtor's four fraudulent transfer claims lack the specificity and detail required by Fed. R. Civ. P. 9, incorporated by Fed. R. Bankr. P. 7009. It also argues that under the general rules of pleadings of Fed. R. Civ. P. 8, incorporated by Fed. R. Bankr. P. 7008, and recent Supreme Court precedents, that the Debtor's theories must have plausibility, not merely possibility, and should fail because the circumstances of the Jewel Waiver were completely explainable as part of Debtor's Plan of Dissolution. In his April 22, 2011 Memorandum Decision, Bankruptcy Judge Dennis Montali disagreed with the Defendant concerning the Debtor's Second Claim for Relief and Fourth Claim for Relief. Attacking a transfer as a constructively fraudulent transfer is not the same as alleging fraud, the judge said. A constructively fraudulent transfer has nothing to do with the conduct of the transferee. Stated otherwise, the transfer itself is what is "fraudulent," because of its impact on the creditors of an insolvent transferor. Accordingly, the Court will not dismiss these claims for relief or even require that they be amended. As to the First Claim for Relief and the Third Claim for Relief, Judge Montali said the fraudulent conduct that is necessary to state a claim on these theories requires actual conduct by the transferor, and no particular involvement by the transferee. That is not to say that in appropriate circumstances a transferee may not be a participant to an actual fraudulent transfer, but no such conduct is suggested in the Complaint. The gravamen of these two counts is that somehow attorney members of the Debtor, in connection with the execution of the Jewel Waiver, intended to hinder, delay or defraud the Debtor's creditors. Not only are those serious allegations for the Debtor to make, they lack specificity under each of the two rules cited above. Accordingly, the Court will grant the Dismissal Motion but will give Debtor 30 days to amend those claims for relief. A copy of Judge Montali's order is available at http://is.gd/mddbpHfrom Leagle.com. About Heller Ehrman Headquartered in San Francisco, California, Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D. Calif., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones LLP assists the Debtor in its restructuring effort. The Official Committee of Unsecured Creditors is represented Felderstein Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets and debts at $50 million to $100 million as of the Petition Date. According to reports, the firm had roughly $63 million in assets and 54 employees at the time of its filing. The Court confirmed Heller Ehrman's Plan of Liquidation in September 2010. ILLINOIS: Faces $8.3BB Unpaid Obligations by Fiscal Year End ------------------------------------------------------------- Amy Merrick, writing for The Wall Street Journal, reports that Illinois Comptroller Judy Baar Topinka warned Wednesday that the state is on track to end its fiscal year June 30 with $8.3 billion in unpaid obligations. According to the report, Ms. Topinka said Illinois has 208,635 overdue bills -- totaling $4.52 billion -- owed to schools, hospitals, social-service agencies and businesses, for services they've already provided. She also said in an interview both Democrats and Republicans are to blame for ignoring the state's fiscal problems for years. Ms. Topinka is a Republican. According to the report, Illinois also has $3.8 billion in other obligations coming due, including another $1 billion in current- year bills expected to arrive after June 30. Ms. Topinka said state agencies are expected to submit bills for $1.2 billion in employee health-insurance costs. Illinois also will owe $850 million for corporate tax refunds and $750 million for debt payments. The Journal recounts that Illinois in January raised its state income tax 67% and its corporate income tax 45%, in an effort to stabilize its finances. According to Ms. Topinka, the bill backlog would have been more than $1 billion larger without the tax increases, but the problem still isn't solved. IMMANUEL LLC: Court Rejects Bid to Redact March 16 Transcript ------------------------------------------------------------- To assist in settling an order, the Bankruptcy Court asked its court reporter to prepare a transcript of the March 16, 2011 hearing, held in Traverse City. As requested, the court reporter filed the transcript of the March 16, 2011 hearing on March 27, 2011. Pursuant to Administrative Order No. 08-03, the Court has restricted electronic public access to the Transcript until June 27, 2011. Recognizing that transcripts, like other court filings, may contain personal identifiers within the meaning of Bankruptcy Rule 9037(a), the court's transcript policy permits an interested party to file a notice of intent to request redaction followed by a request for redaction under Bankruptcy Rule 9037(a). Within the allowed time, Immanuel LLC filed its Notice of Intent to Request Transcript Redaction and its Request for Redaction of Transcript. The Court has reviewed the Redaction Request, and concludes that it does not seek to prevent disclosure of personal identifiers within the meaning of Bankruptcy Rule 9037(a), but rather seeks to redact the Court's comments about allegations that the Debtor's adversaries have made during the proceedings. Because the Debtor is seeking to redact portions of the Transcript that do not include personal identifiers, the Court said the Redaction Request is not proper, and denied it. The Court said the court reporter and other court personnel may conduct themselves as if the Redaction Request had not been filed. A copy of Bankruptcy Judge Scott W. Dales' April 18, 2011 Order is available at http://is.gd/v6dfWtfrom Leagle.com. Immanuel, LLC, is family-run real estate holding company located in Traverse City, Michigan. Facing foreclosure, it filed a voluntary Chapter 11 petition (Bankr. W.D. Mich. Case No. 10- 11585) on Sept. 24, 2010. Within a month after the Petition Date, the Debtor filed a proposed Combined Chapter 11 Disclosure Statement and Plan of Reorganization. Because the Plan contemplates transferring some portion of the Debtor's real estate holdings to its two secured creditors, the Debtor promptly filed a motion for valuation of property pursuant to Fed. R. Bankr. P. 3012. Two weeks later, the Debtor's largest creditor, the Oleson Foundation, filed its motion to dismiss or convert. The Debtor's second largest secured creditor, Northwestern Bank supports Oleson's Motion. In a ruling on March 14, 2011, the Court held that Northwestern's collateral has a fair market value of $2,386,000. Because the evidence established that Northwestern has a claim for $3,748,590 as of the Petition Date, the Court said Northwestern is undersecured to the extent of $1,362,590. Because the Plan, at least as presently drafted, proposes to surrender all of Northwestern's collateral, it seems plausible to conclude, according to the Court, that Northwestern is receiving the indubitable equivalent of its secured claim. Nevertheless, the Debtor's Plan will have to provide for the resulting deficiency claim: surrendering collateral in full satisfaction will not meet the Bankruptcy Code's confirmation standards because Northwestern has a secured claim and an unsecured claim. The Court also ruled that Oleson's Collateral has a fair market value of $6,900,000. JETBLUE AIRWAYS: Reports $3 Million Net Income in March 31 Qtr. --------------------------------------------------------------- JetBlue Airways Corporation reported net income of $3 million on $1.01 billion of total operating revenues for the three months ended March 31, 2011, compared with a net loss of $1 million on $871 million of total operating revenues for the same period during the prior year. "Despite significantly higher fuel prices, we are pleased to report a profit in the first quarter," said Dave Barger, JetBlue's President and Chief Executive Officer. "Our first quarter results demonstrate the success of our Boston and Caribbean network which continue to deliver strong revenue performance and the focus brought by our 13,000 crewmembers to deliver a great JetBlue Experience." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/VT5xTA About JetBlue Airways JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company's balance sheet at Dec. 31, 2010 showed $6.59 billion in total assets, $4.94 billion in total liabilities, and $1.65 billion in stockholders' equity. * * * JetBlue carries 'Caa1' long term corporate family and probability of default ratings, with positive outlook, from Moody's. It has a 'B-' long term issuer default rating, with stable outlook, from Fitch. It also has a 'B-' issuer credit ratings from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services affirmed its ratings, including its 'B-' corporate credit rating, on Forest Hills, New York-based JetBlue Airways Corp. At the same time, S&P revised its outlook on the rating to positive from stable. The recovery rating on senior unsecured debt remains '6', indicating S&P's expectations of a negligible (0%-10%) recovery in a default scenario. S&P noted that while JetBlue has been profitable in six of the last seven quarters, its financial profile remains highly leveraged, with EBITDA interest coverage of 2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%. JETBLUE AIRWAYS: Provides Updates and Q2 Guidance to Investors -------------------------------------------------------------- JetBlue Airways Corporation provided an update for investors presenting information relating to the Company's financial outlook for the second quarter ending June 30, 2011 and full year 2011, and other information regarding the Company's business. The update is available for free at http://is.gd/HW4BkD About JetBlue Airways JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company's balance sheet at Dec. 31, 2010 showed $6.59 billion in total assets, $4.94 billion in total liabilities, and $1.65 billion in stockholders' equity. * * * JetBlue carries 'Caa1' long term corporate family and probability of default ratings, with positive outlook, from Moody's. It has a 'B-' long term issuer default rating, with stable outlook, from Fitch. It also has a 'B-' issuer credit ratings from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services affirmed its ratings, including its 'B-' corporate credit rating, on Forest Hills, New York-based JetBlue Airways Corp. At the same time, S&P revised its outlook on the rating to positive from stable. The recovery rating on senior unsecured debt remains '6', indicating S&P's expectations of a negligible (0%-10%) recovery in a default scenario. S&P noted that while JetBlue has been profitable in six of the last seven quarters, its financial profile remains highly leveraged, with EBITDA interest coverage of 2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%. JOHN E HARMS: Tekmen's Motion to Vacate Judgment Denied ------------------------------------------------------- John E. Harms, Jr. & Associates, Inc., v. John Tekman, et al., Adv. Pro. No. 09-00581 (Bankr. D. Md.), alleges claims for the avoidance of unauthorized postpetition transfers, the recovery of property, breach of contract, fraud, misappropriation, conversion, and a civil conspiracy. Defendants John Tekmen and ILKEM, LLC, failed to file or serve a written response. After the response period lapsed the Plaintiff filed a Verified Motion for Default Judgment on Oct. 8, 2009 which was not responded to and was granted on Nov. 3, 2009 by Order Granting Judgment Against John Tekman and ILKEM, LLC By Default. Over two months later, Defendants, represented by counsel, finally took action by the filing, on Jan. 12, 2010, of a Motion to Vacate Entry of Default. The question presented is whether the Motion to Vacate should be granted, or more specifically, whether the doctrine of excusable neglect permits the Defendants to sidestep their significant lapse in diligence. The Court determines that the answer is 'no'. A copy of Bankruptcy Judge Robert A. Gordon's April 21, 2011 Memorandum Opinion is available at http://is.gd/OlJbtjfrom Leagle.com. John E. Harms, Jr. & Associates, Inc., is an engineering firm. It filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 09-22090) on July 2, 2009. JOHNSTON RE: S&P Assigns 'BB-' Ratings on Class A and B Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'BB-' ratings on the Series 2011-1 Class A and B notes to be issued by Johnston Re Ltd. Johnston Re is a special-purpose Cayman Islands exempted company licensed as a Class B insurer in the Cayman Islands. HSBC Bank (Cayman) Ltd., as share trustee, holds all of Johnston Re's issued and outstanding shares in trust for charitable or similar purposes. The ceding reinsurer will be Munich Reinsurance America Inc. (Munich Re America; AA-/Stable/--). Munich Re America will be responsible for the premium payments due under the retrocession agreement in place between Munich Re America and Johnston Re. Johnston Re will cover losses on a per-occurrence basis due to hurricanes. Covered losses will not be directly linked to Munich Re America's exposure in the covered area (North Carolina), rather they will be based on the losses of the North Carolina Joint Underwriters Assn. (NCJUA) and the North Carolina Insurance Underwriters Assn. (NCIUA). Ratings List Preliminary Ratings Assigned Johnston Re Ltd. Series 2011-1 Class A Notes BB-(prelim) Series 2011-1 Class B Notes BB-(prelim) JUNIPER GROUP: Amends 2010 Form 10-K; Posts $3.69-Mil. Profit ------------------------------------------------------------- Juniper Group, Inc., filed with the U.S. Securities and Exchange Commission Amendment No. 1 to Form 10-K for the year ended Dec. 31, 2010 to correct a clerical error made in recording the adjustment to the derivative liability relating to convertible debentures and the resulting effect on the statement of operations. The amended statement of operations reflects net income attributable to common stockholders of $3.69 million on $2.35 million of wireless infrastructure services for the year ended Dec. 31, 2010, compared with a net loss attributable to common stockholders of $14.85 million on $2.35 million of wireless infrastructure services as originally reported. The Company's amended balance sheet at Dec. 31, 2010, reflects $1.12 million in total assets, $17.78 million in total liabilities, and a $16.66 million total stockholders' deficit. The original balance sheet showed $1.12 million in total assets, $36.33 million in total liabilities, and a $35.21 million stockholders' deficit. A full-text copy of the Amended Annual Report is available for free at http://is.gd/ybsC1e About Juniper Group Boca Raton, Fla.-based Juniper Group, Inc., is a holding company. The Company was incorporated in the State of Nevada in 1997 and conducts its business through indirect wholly-owned subsidiaries. The Company's wireless infrastructure services operating subsidiaries primarily focus their activities in the Eastern and Central United States. The Company's intention is to be able to support the increased demand in the deployment of wireless infrastructure services with leading wireless telecommunication companies in providing them with maintenance and upgrading of wireless telecommunication network sites, site acquisitions, site surveys, co-location facilitation, tower construction and antenna installation to tower system integration, hardware and software installations. As reported by the TCR on April 21, 2011, Liebman Goldberg & Hymowitz, LLP, in Garden City, New York, 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 a working capital deficiency and has suffered recurring losses from operations. LEE ENTERPRISES: Selling $1.055 Billion of Junk Bonds ----------------------------------------------------- Michael Aneiro, writing for The Wall Street Journal, reports that Lee Enterprises Inc. was scheduled to price $1.055 billion of high-yield -- or "junk" -- bonds late Tuesday as part of an effort to refinance all of its existing debt and avoid a bankruptcy filing that until recently market participants had deemed likely. The Journal reports Lee Enterprises on Monday revised the terms of a previously announced note offering, raising by $5 million to $680 million the volume of first-lien senior secured notes due 2017. It also revised $375 million of second-lien senior secured notes due 2018 so that they now offer interest payments partially in cash and partially in the form of additional notes. The Journal relates Lee has been on bond investors' lists of potential bankruptcy candidates, but a roaring market for high- yield debt has given Lee hope of selling new bonds with longer maturities to pay down its existing obligations. Lee said it intends to use proceeds from the bond offering to refinance substantially its existing debt, slated to mature in April 2012 and consisting of $878.8 million in bank borrowings and $147 million in notes. According to the report, Lee is also offering buyers of the second-lien notes the option to buy new shares of common stock with a face value of $2. If the company sells all 8.9 million of these new shares, it would increase the number of outstanding shares to 48.17 million. Existing Lee shares were trading Tuesday for $1.92, down 3 cents, or 1.5%. About Lee Enterprises Based in Davenport, Iowa, Lee Enterprises, Incorporated -- http://www.lee.net/-- is a premier provider of local news, information and advertising in primarily midsize markets, with 49 daily newspapers and a joint interest in four others, rapidly growing online sites and more than 300 weekly newspapers and specialty publications in 23 states. Lee's newspapers have circulation of 1.5 million daily and 1.8 million Sunday, reaching four million readers daily. Lee stock is traded on the New York Stock Exchange under the symbol LEE. * * * As reported by the Troubled Company Reporter on April 14, 2011, Standard & Poor's Ratings Services Lee Enterprises its preliminary 'B' corporate credit rating. S&P also said, "At the same time, we assigned our preliminary 'B' rating (the same as the corporate credit rating) to the company's offering of $675 million first- priority lien senior secured notes due 2017 with a preliminary recovery rating of '3', indicating our expectation of meaningful (50%-70%) recovery for lenders in the event of a payment default. We also rated the company's second-priority lien senior secured notes due 2018 a preliminary 'CCC+', with a preliminary recovery rating of '6', indicating negligible (0%-10%) recovery for lenders." The TCR on April 13, 2011, said Moody's Investors Service assigned first time ratings to Lee Enterprises, including a Caa1 Corporate Family Rating (CFR), Caa1 Probability of Default Rating (PDR) and SGL-3 speculative-grade liquidity rating. Moody's also assigned a B1 rating to the company's proposed $50 million 5-year senior secured first-lien first-out revolver, a B3 rating to its proposed $675 million senior secured first-lien notes maturing 2017, and a Caa2 rating to its proposed $375 million senior secured second- lien notes maturing 2018. The rating outlook is stable. LEE ENTERPRISES: Moody's Says Ratings Not Affected by Refinancing ----------------------------------------------------------------- Moody's Investors Service said Lee Enterprises, Incorporated's (Lee) ratings including its Caa1 Corporate Family Rating (CFR) are not affected by the changes to its proposed refinancing structure including the upsize of its first lien senior secured notes due 2017 to $680 million from $675 million, and shift of the coupon on the $375 million senior secured notes due 2018 to a cash/PIK combination from all cash. The principal methodology used in rating Lee was Moody's Global Newspaper Industry, published in September 2008. Lee, headquartered in Davenport, Iowa, is a provider of local news, information and advertising in primarily midsize markets, with 49 daily newspapers and a joint interest in four others, digital products and nearly 300 specialty publications in 23 states. Revenue for the 12 months ended December 2010 was approximately $780 million. LEELAND STATION: Fraser Did Not Earn Commission in Hovnanian Deal ----------------------------------------------------------------- Bankruptcy Judge Paul Mannes ruled that real estate broker Fraser Forbes Company LLC is not entitled to a commission from the sale of certain Leeland Station LLC assets to K. Hovnanian Homes of Virginia, Inc. The judge said Fraser did not meet its burden of proof that it was the procuring cause of the sale. There is no question that Bank of America N.A., a substantially under-secured creditor, was the driving force behind the effort to sell the subject property. When Fraser was "in office," K. Hovnanian did not view the $20 million price tag that Fraser was saddled with as worthy of consideration. While K. Hovnanian had been contacted several times by Fraser representatives, nothing came of those efforts. It was only at such time when the Bank took a more realistic view of its situation and lowered its expectations that K. Hovnanian was contacted by another broker, said to have a Bank of America contact, who passed on the lowered demand to it. In due course, the various decision-makers for the Bank and K. Hovnanian agreed on terms and entered into the Purchase and Sale Agreement. But, throughout that stage of the proceedings, Fraser was out of the picture. Judge Mannes also ruled that Fraser may not surcharge the Bank's collateral pursuant to 11 U.S.C. Sec. 506(c). A copy of Judge Mannes' April 22, 2011 Memorandum of Decision is available at http://is.gd/36p1eyfrom Leagle.com. Leeland Station, LLC, in Rockville, Maryland, filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 08-16833) on May 19, 2008. James A. Vidmar, Jr. -- jvidmar@linowes-law.com -- at Linowes and Blocher, serves as the Debtor's counsel. In its petition, the Debtor listed under $50,000 in assets and $10 million to $50 million in debts. LEHMAN BROTHERS: Wins OK for Add'l Investment in NY Properties -------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors received approval from Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to make additional investment to complete the conversion of a New York apartment building into a condominium complex. The apartment building located at 25 Broad Street, in New York, was acquired by entities controlled by Kent Swig, a property developer, through a $309 million loan they availed from LBHI. The property faces possible foreclosure in light of a lawsuit LBHI filed in the New York Supreme Court in January 2009. The company holds a mortgage lien on the property as collateral for its loan. LBHI's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston, Texas, says the additional investment would help protect the company against asset loss and would enhance the value of the property while it is awaiting the outcome of the lawsuit. Mr. Perez says the additional investment will also be used to pay the operating expenses of the property until it is able to generate sufficient revenue to cover its costs, and to transfer development rights with respect to an adjacent parcel located at 45 Broad Street. The adjacent parcel was also acquired by the Swig-controlled entities through the $309 million loan. LBHI filed a separate lawsuit to foreclose on the mortgages encumbering the property. The foreclosure is expected to be completed during the third quarter of this year. Mr. Swig and his controlled entities have developed a business plan for the conversion of the apartment building, which proposes for the demolition of the building's south wing and the transfer of land where the structure stands as well as the transfer of the associated development rights. The additional investments for the properties will not exceed $25.1 million, according to Mr. Perez. Judge James Peck will hold a hearing on April 13, 2011, to consider the proposed investment. The deadline for filing objections is April 6, 2011. 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. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins Approval of Aegis Settlement -------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors received court approval of an agreement to settle an indemnification claim against Aegis Mortgage Corp. Aurora Loan Services LLC, a subsidiary of Aurora Bank FSB, filed the claim in the sum of $34,193,606 against Aegis on account of the residential mortgage loans acquired by LBHI. Aegis, which is also under bankruptcy protection, is the originator of the mortgage loans. Under the settlement agreement, the claim will be reduced and allowed as a general unsecured claim for $25 million in Aegis' bankruptcy case. The deal also calls for the mutual release of all claims among LBHI, Aegis, Aurora Loan and Aurora Bank. A full-text copy of the settlement agreement is available for free at http://bankrupt.com/misc/LBHI_AegisSettlement.pdf LBHI estimates that more than $19 million is allocable to the company since about 77% of the claim amount is based on loans it owns while the remainder is based on loans held by its subsidiary, Aurora Bank. "The settlement will enable LBHI to avoid spending significant amounts of its limited resources to recover only a portion of its claim amount," says Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York. A disclosure statement describing Aegis' restructuring plan, estimates that recoveries on general unsecured claims against the loan originator will only be 5% to 15% of the allowed claim amount. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LCPI Has Nod for Innkeepers Bankruptcy Deal ------------------------------------------------------------ Lehman Commercial Paper Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York for its affiliate, Lehman ALI Inc., to enter into a letter agreement in connection with the restructuring of Innkeepers USA Trust. Lehman ALI is a lender of Innkeepers, a hotel investment company, which filed for bankruptcy protection last year. Lehman ALI holds a $220.2 million claim on account of the $250 million loan it provided to fund parts of the $1.8 billion buyout of Innkeepers by Apollo Investment Corp. The letter agreement contains the terms of a proposed restructuring of Innkeepers. It generally provides for Lehman ALI's exchange of its interest in the mortgage loan for up to 50% of the new equity in a reorganized Innkeepers and a cash payment of at least $26.2 million. If a sale of new equity to another investor or new property manager is consummated, Lehman ALI will hold at least 40% of the new equity and will receive a cash payment of up to $61 million. Lehman ALI and Five Mile Capital II Pooling REIT LLC earlier submitted a joint bid for the purchase of the new equity in reorganized Innkeepers. An auction will be held in case the hotel investment company receives other offers, with the joint bid serving as the lead bid at the auction. Both the letter agreement and the joint bid require Lehman ALI and Five Mile to deposit $10 million each to secure their obligations under the agreement as well as the payment in full of the "debtor-in-possession" loan Innkeepers obtained from Solar Finance Inc., another affiliate of LCPI. The DIP loan was used to finance improvements on the hotel properties, which serve as collateral for the $250 million mortgage loan. Judge Shelley Chapman, the bankruptcy judge who oversees Innkeepers' bankruptcy case, has already issued an order approving the hotel investment company's entry into the letter agreement. Last year, Innkeepers did not get court approval to enter into a plan support agreement with Lehman ALI and consummate the restructuring proposed in the PSA. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LCPI Wins OK to Purchase Pine CCS Notes -------------------------------------------------------- Judge James Peck has issued an order authorizing Lehman Commercial Paper Inc. to purchase more than $900 worth of notes from Barclays Bank PLC and Lehman Brothers Holdings Inc. The notes, which were issued by Pine CCS Ltd., consist of $927 million worth of Class A-1 notes from Barclays and $4 million worth of Class A-1 notes from LBHI. They will be sold to LCPI for only $805 million. The April 14, 2011 order reserves the rights, claims and defenses of LBHI and LCPI with respect to the ownership of the Pine notes. Any transfer by the Lehman units of those notes prior to their bankruptcy filing won't be affected by the transaction, according to the court order. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Paulson Bought Lehman Debt at Steep Discount ------------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that Paulson & Co., the hedge-fund manager leading the charge for a rival Lehman Brothers Holdings Inc. creditor-payment plan, has revealed that it began acquiring its $4.2 billion debt in Lehman on the day Lehman filed for Chapter 11 protection in 2008 and purchased much of that debt for about 10 cents on the dollar. According to DBR, court papers filed Friday in Manhattan bankruptcy court show that Paulson began snapping up Lehman debt for 35 cents on the dollar on the day of the bankruptcy filing in September 2008. By mid-December 2008, it was paying as little as 7.5 cents per dollar of debt, court papers show. DBR further reports Paulson has continued to purchase debt, making buys as recently as this month. Paulson's purchases this year have been at or above 20 cents on the dollar. DBR relates Paulson stands to more than double its investment on many of its nearly 2,000 individual debt purchases if it succeeds in obtaining court approval for its proposed Chapter 11 plan for Lehman. According to DBR, John Paulson's investment firm is leading a group of creditors pushing for a plan that would pay them and other senior bondholders 24 cents on the dollar for their claims. Paulson leads a so-called Ad Hoc Group of Lehman Brothers Creditors. Collectively, the 14 members hold $19.6 billion in Lehman debt, $16.1 billion of which is senior bond debt or similar claims. Other members include investment firms, four of which each hold $1 billion in claims acquired post-bankruptcy, municipalities and the California Public Employees' Retirement System, which hold comparatively smaller amounts purchased before the Chapter 11 filing. DBR notes that after Paulson, the largest debt holders in the group are Taconic Capital Advisors LP, holding $2.8 billion in debt, and Canyon Capital Advisors LLC, holding $2.3 billion. According to the report, Calpers acquired all of its $431 million in debt between July 2006 and July 2008. It paid between par and 86 cents on the dollar. 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 Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: To Begin Sale Process for Aurora Bank in June -------------------------------------------------------------- Paritosh Bansal and Caroline Humer, writing for Reuters, report that sources familiar with the situation said Lehman Brothers Holdings Inc. is expected to begin the sale process for Aurora Bank, worth around $850 million, by June as Lehman sells off pieces of itself to pay off creditors. Sources told Reuters investment banks KBW Inc. and Lazard Ltd. are expected to advise the Lehman estate on the sale of the unit. Reuters relates that, according to regulatory filings, Wilmington, Delaware-based Aurora, which was formerly known as Lehman Brothers Bank, has assets of about $4.4 billion. It services a loan portfolio of about $74 billion for others as of Dec. 31. Reuters says Lehman, Lazard and KBW declined to comment. The sources are anonymous because they were not authorized to speak publicly to the media. Reuters also notes the sale of Aurora has been expected since last year after Lehman made an agreement with regulators to put new money into the bank and agreed to either sell or liquidate it within 18 months. That sale was approved by Federal bankruptcy court in Manhattan in November, setting a May 2012 deadline. Reuters further relates any proceeds from the sale will essentially go to pay back creditors, but will be offset partly by Lehman's transfer of about $535 million in cash and $336 million in mortgage loans to Aurora late in 2010. 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 Sept. 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) LPATH INC: Files Post-Eff. Amendment to 10.6-Mil Shares Prospectus ------------------------------------------------------------------ LPath, Inc., filed with the U.S. Securities and Exchange Commission Post-Effective Amendment No. 1 to Form S-1 registration statement relating to the resale by certain selling security holders of Lpath, Inc., of up to 10,606,096 shares of the Company's Class A common stock in connection with the resale of: * up to 6,978,128 shares of the Company's Class A common stock that were issued in connection with a private placement that closed on Nov. 15, 2010; and * up to 3,627,968 shares of the Company's Class A common stock that may be issued upon exercise of warrants acquired by selling security holders in the Company's November 2010 private placement. The selling security holders may offer to sell the shares of Class A common stock at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. The Company does not know when or in what amount the selling security holders may offer the securities for sale. The selling security holders may sell any, all or none of the securities offered by the prospectus. The Company will not receive proceeds from the sale of shares by the selling security holders. Any proceeds received by the Company from the exercise of warrants by the selling security holders will be used for general corporate purposes. The selling security holders and any brokers executing sell orders on behalf of the selling security holders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended. Commissions received by a broker executing sell orders may be deemed to be underwriting commissions under the Securities Act. The Company's Class A common stock is traded on the OTC Bulletin Board under the symbol "LPTN." On April 19, 2011, the closing sale price of the Company's Class A common stock on the OTC Bulletin Board was $1.04 per share. A full-text copy of the amended prospectus is available for free at http://is.gd/y7XOlq About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. The Company reported a net loss of $4.60 million on $7.83 million of total revenues for the year ended Dec. 31, 2010, compared with net income of $3.98 million on $11.91 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $23.84 million in total assets, $20.83 million in total liabilities and $3.01 million in total stockholders' equity. As reported by the TCR on March 28, 2011, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements at the end of 2009. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. In its audit report for 2010, the auditor did not issue a going concern qualification. LPATH INC: Files 3rd Amendment to 9.12-Mil. Shares Prospectus ------------------------------------------------------------- LPath, Inc., filed with the U.S. Securities and Exchange Commission a Post-Effective Amendment No. 3 to Form S-1 registration statement relating to the resale by certain selling security holders of Lpath, Inc., of up to 9,128,276 shares of the Company's Class A common stock in connection with the resale of: * up to 7,090,999 shares of the Company's Class A common stock which were issued in connection with a private placement that closed on Aug. 12 and 18, 2008; and * up to 2,037,277 shares of the Company's Class A common stock which may be issued upon exercise of certain warrants issued in connection with a private placement that closed in August 2008. The selling security holders may offer to sell the shares of Class A common stock at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. The Company does not know when or in what amount the selling security holders may offer the securities for sale. The selling security holders may sell any, all or none of the securities offered by this prospectus. The Company will not receive proceeds from the sale of shares by the selling security holders. Any proceeds received by the Company from the exercise of warrants by the selling security holders will be used for general corporate purposes. The selling security holders and any brokers executing sell orders on behalf of the selling security holders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended. Commissions received by a broker executing sell orders may be deemed to be underwriting commissions under the Securities Act. The Company's Class A common stock is traded on the OTC Bulletin Board under the symbol "LPTN." On April 19, 2011, the closing sale price of our Class A common stock on the OTC Bulletin Board was $1.04 per share. A full-text copy of the amended prospectus is available for free at http://is.gd/r72lS2 About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. The Company reported a net loss of $4.60 million on $7.83 million of total revenues for the year ended Dec. 31, 2010, compared with net income of $3.98 million on $11.91 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $23.84 million in total assets, $20.83 million in total liabilities and $3.01 million in total stockholders' equity. As reported by the TCR on March 28, 2011, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements at the end of 2009. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. In its audit report for 2010, the auditor did not issue a going concern qualification. LPATH INC: Files 4th Amendment to 25.8-Mil. Shares Prospectus ------------------------------------------------------------- LPath, Inc., filed with the U.S. Securities and Exchange Commission Post-Effective Amendment No. 4 to Form S-1 registration statement relating to the resale by certain selling security holders of Lpath, Inc., of up to 25,762,443 shares of the Company's Class A common stock in connection with the resale of: * up to 17,832,610 shares of the Company's Class A common stock which were issued in connection with a private placement that closed in April and June 2007; and * up to 7,929,833 shares of the Company's Class A common stock which may be issued upon exercise of certain warrants issued in connection with a private placement that closed in April and June 2007. The selling security holders may offer to sell the shares of Class A common stock at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. The Company does not know when or in what amount the selling security holders may offer the securities for sale. The selling security holders may sell any, all or none of the securities offered by the prospectus. The Company will not receive proceeds from the sale of shares by the selling security holders. Any proceeds received by the Company from the exercise of warrants by the selling security holders will be used for general corporate purposes. The selling security holders and any brokers executing sell orders on behalf of the selling security holders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended. Commissions received by a broker executing sell orders may be deemed to be underwriting commissions under the Securities Act. The Company's Class A common stock is traded on the OTC Bulletin Board under the symbol "LPTN." On April 19, 2011, the closing sale price of the Company's Class A common stock on the OTC Bulletin Board was $1.04 per share. A full-text copy of the amended prospectus is available for free at http://is.gd/OWOXrh About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. The Company reported a net loss of $4.60 million on $7.83 million of total revenues for the year ended Dec. 31, 2010, compared with net income of $3.98 million on $11.91 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $23.84 million in total assets, $20.83 million in total liabilities and $3.01 million in total stockholders' equity. As reported by the TCR on March 28, 2011, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements at the end of 2009. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. In its audit report for 2010, the auditor did not issue a going concern qualification. MACMENAMIN'S GRILL: Avoidance Suit Ruling Conflicts With 3rd Cir. ----------------------------------------------------------------- Robert L. Geltzer, as Chapter 11 Trustee for MacMenamin's Grill Ltd., v. James F. Mooney, Mark Hantho, Neil Clark and TD Bank, N.A., Adv. Pro. No. 09-8266 (Bankr. S.D.N.Y.), seeks, under Sec. 548(a)(1)(B) of the Bankruptcy Code, 11 U.S.C. Sec. 101 et seq., as well as under Sec. 544(b) of the Bankruptcy Code to the extent that it incorporates Sections 273, 275 and 278 of the New York Debtor and Creditor Law, to avoid allegedly fraudulent transfers of the Debtor's cash to purchase the stock in the Debtor formerly owned by the three individual defendants, as well as the loan from TD Bank, N.A. (and related security interest), the proceeds of which were used by the Debtor to fund the stock purchase, and to recover the transfers or the value thereof under section 550 of the Bankruptcy Code. The Trustee has sought to avoid the stock purchases and the TD Bank, N.A. loan and security interest only as constructively fraudulent; he has not asserted that the Debtor's purchases of the Shareholders' stock and the loan incurred by the Debtor to pay for the purchase and the related security interest in substantially all of the Debtor's assets were intentionally fraudulent. The Shareholders and TD Bank, N.A. each moved for summary judgment under Fed. R. Bankr. P. 7056, which incorporates Fed. R. Civ. P. 56, on the basis that section 546(e) of the Bankruptcy Code bars the Trustee's avoidance claims and moots the application of section 550, which applies as a remedy only for avoidable transfers. In an April 21, 2011, Memorandum of Decision, Bankruptcy Judge Robert D. Drain denied both motions. Judge Drain held that a statutory safe harbor against constructive fraudulent conveyance actions under the Bankruptcy Code involving securities transfers does not apply to the private sale of securities, even when there are no allegations of illegal conduct or fraud involved in the underlying transaction, according to a Restructuring & Insolvency ALERT from Squire, Sanders & Dempsey LLP. Robert A. Wolf, Esq., and Peter A. Zisser, Esq., at Squire, Sanders & Dempsey LLP, argue for Robert L. Geltzer, as chapter 11 trustee of MacMenamin's Grill Ltd. According to the Squire Sanders article, the ruling "appears to be a matter of first impression" and represents "an important decision from the influential Southern District of New York that conflicts with precedent in the Third Circuit, which includes the equally influential District of Delaware -- a split in authority that could prove critical too bankruptcy practitioners in the future." The Squire Sanders article says the importance of the MacMenamin's Grill decision, if upheld, will likely be determined through subsequent application or distinction in cases involving larger transfer amounts or more shareholders. However, counsel for both shareholders and their financially challenged companies need to be aware of the possibility that the section 546(e) safe harbor may not provide them with refuge if the company is venued in the Southern District of New York. Trustees and creditors, on the other hand, now have another weapon in their arsenal when attempting to unwind or mitigate the consequences of unsuccessful leveraged buyout transactions. According to the Squire Sanders article, equally important to practitioners, the MacMenamin's Grill decision is in direct contradiction with controlling authority in the Third Circuit, which holds that the section 546(e) safe harbor applies, even in the case of private securities acquired from a small number of shareholders of a closely held corporation. See In re Plassein Int'l Corp., 590 F.3d at 259 (applying Lowenschuss v. Resorts Int'l, Inc. (In re Resorts Int'l, Inc.), 181 F.3d 505, 509 (3d Cir. 1999)). This conflict in authority presents another consideration that must be vetted before any bankruptcy filing where venue is proper in either Delaware or New York. Founded in 1890, Squire, Sanders & Dempsey has lawyers in 36 offices and 16 countries around the world and now includes the nearly 500 lawyers from leading UK legal practice Hammonds. A copy of Judge Robert D. Drain's April 21 Memorandum of Decision is available at http://is.gd/iMkOwUfrom Leagle.com. Alex Spizz, Esq., at Todtman, Nachamie, Spizz & Johns, P.C., argues for James F. Mooney, Mark Hantho and Neil Clark. He may be reached at: 425 Park Avenue New York, NY 10022 Tel: 1-212-754-9400 Fax: 1-212-754-6262 E-mail: aspizz@tnsj-law.com Alan R. Ostrowitz, Esq. -- ostrow.law@verizon.net -- and Jennifer Marcus, Esq., at Ostrowitz & Ostrowitz, argue for TD Bank, N.A. A copy of Judge Robert D. Drain's April 21 Memorandum of Decision is available at http://is.gd/iMkOwUfrom Leagle.com. MacMenamin's Grill -- http://www.macmenaminsgrill.com/-- is a five-star restaurant known for its fish and steak platters. It is located in New Rochelle, New York. It filed for bankruptcy (Bankr. S.D.N.Y. Case No. 08-23660) in 2008. MERCANTIL COMMERCEBANK: Fitch Affirms 'B' ST Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has affirmed Mercantil Commercebank Florida Bancorp's (MCFB) and Mercantil Commercebank, N.A.'s (MCB) long- and short-term Issuer Default Ratings at 'BB' and 'B', respectively. The Rating Outlook remains Negative. The company's liquidity profile is considered good and capital ratios were appropriate for its rating category; however, the weak economic environment in the bank's footprint, elevated levels of problem assets, and below peer profitability levels support the Negative Outlook. At Dec. 31, 2010, MCFB's regulatory and tangible capital ratios were appropriate for its rating category, and its liquidity profile remained solid, and also consistent with the current ratings. MCFB and MCB have benefited from capital contributions in the past from its ultimate parent company, Venezuela-based Mercantil Servicios Financerios (MSF). In 2010, MSF downstreamed an additional $25 million which was retained at the holding company for liquidity purposes. Although MSF has demonstrated support of its U.S. based subsidiary, Fitch's rating action did not incorporate the expectation of further capital contributions from MSF. Regulatory capital ratios are impacted by the exclusion of $31 million in deferred tax assets (DTA), which negatively impacts the Tier 1 risk-based capital ratio by approximately 90bps. As MCB achieves core operating profitability, the disallowed DTA should ultimately accrete back into regulatory capital. MCFB's ratings affirmation also incorporates the strength of its low-cost stable deposit base and stable, competent management team. MCB's cost of deposits was only 34bps in 2010, as compared to 144bps for the average of commercial banks in Florida. In addition, MCB's balance sheet is very liquid, with cash and investment securities comprising 39% of total assets at Dec. 31, 2010. Somewhat offsetting these relative strengths, the weak local economy, elevated levels of NPAs, and weak profitability metrics provide negative rating pressure. Florida real estate market remains stressed and unemployment levels are higher than the national average, contributing to weak asset quality and profitability metrics for MCFB. Although net-charge offs were lower in 2010 as compared to the year prior, and NPAs decreased by $101 million (23%) in nominal terms, they remain high. Further, Fitch views the bank's reserve coverage of nonaccrual loans as weak. The bank reported modest profitability in 2010. However, excluding securities gains, the bank would have reported a loss for the year. MCFB's margin is below peer averages due to the size of its securities portfolio, large loan book in lower- yielding short-term trade finance credits, and the impact of $310 million in nonaccrual loans. Further erosion in capital ratios, combined with deterioration in asset quality metrics, could trigger a downgrade in MCFB's and MCB's long-term IDR and its individual and long-term deposit ratings. Conversely, a sustained improvement in asset quality metrics and improved profitability metrics could support the return to a Stable Outlook. Mercantil Commercebank, N.A reported $6.5 billion of total assets and $658.4 million in total equity on Dec. 31, 2010. The bank has 11 branches in the Miami-Dade County, three in Broward County, one in Palm Beach County, and one in New York and one in Houston. The bank also operates a loan production office in Weston, FL. Through its domestic parent, Mercantil Commercebank Holding Corp., the bank is ultimately owned by Mercantil Servicios Financerios (MSF), one of the largest financial institutions based in Venezuela. Fitch has affirmed these ratings: Mercantil Commercebank Florida BanCorp. -- Long-term IDR at 'BB'; Outlook Negative; -- Short-term IDR at 'B'; -- Individual at 'C/D'; -- Support at '5'; -- Support floor at 'NF. Mercantil Commercebank, N.A. -- Long-term IDR at 'BB'; Outlook Negative; -- Long-term deposits at 'BB+'; -- Short-term IDR at 'B'; -- Short-term deposits at 'B'; -- Individual at 'C/D'; -- Support at '5'; -- Support Floor at 'NF'. MILLLENNIUM MULTIPLE: Sought Turnover of Cash Value of Policies --------------------------------------------------------------- Millennium Multiple Employer Welfare Benefit Plan asked the U.S. Bankruptcy Court for the Western District of Oklahoma on Jan. 18, 2011, to compel the turnover of advances from the cash value in certain of the Debtor's insurance policies that were issued by American General Life Insurance Company and its affiliate The United States Life Insurance Company of New York City. American General holds $60 million of the Debtor's assets in the form of accessible cash value. The Debtor sought $8 million in order to finance the operation of the Debtor and potentially, the payment of benefits to its Participants. The Policies and the cash values accumulated therein are property of the bankruptcy estate because the Debtor owns the Policies and is the beneficiary of the Policies, the Debtor said. "While an advance of cash value in a whole life policy is called a 'loan', it is not like bank loans, where the bank advances the bank's money to the borrower. In a policy loan, the insurer advances the policy owner's money to the policy owner. The policy owner either pays back what is borrowed or the amount owed is set off against other funds held under the policy," the Debtor stated. According to the Debtor, American General's refusal to turn over the cash value of the Policies violates the automatic stay. On Jan. 24, 2011, American General filed its Emergency Motion to Strike the Motion for Turnover. On Feb. 7, 2011, the Scheduling Order was entered (having been previously agreed to by the parties). The Scheduling Order set various deadlines related to the Motion for Turnover and other proceedings related to the Debtor's request for turnover. Under the Scheduling Order, the deadlines were: a. March 25, 2011 -- Motions for Summary Judgment must be filed; b. April 1, 2011 -- Responses to Motions for Summary Judgment must be filed April 7, 2011 Hearing on Motions for Summary Judgment; c. April 18, 2011 -- Joint Pre-Trial Order to be submitted; and d. April 27, 2011 -- Trial on any issues not resolved by motion. On March 29, 2011, the Court ruled that all remaining deadlines set forth in the scheduling order be held in abeyance until such time as either American General or Debtor request entry of an amended scheduling order. About Millennium Multiple Richardson, Texas-based Millennium Multiple Employer Welfare Benefit Plan filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-13528) on June 9, 2010. G. Blaine Schwabe, III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists the Company in its restructuring effort. Robert D. Goldstein, CPA, serves as auditor. Eric D. Madden, Esq., and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas; and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A. Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the Official Committee of Unsecured Creditors. The Company estimated its assets and debts at $50 million to $100 million as of the petition date. NEIMAN MARCUS: Moody's Rates Proposed Term Loan at 'B2' ------------------------------------------------------- Moody's Investors Service rated Neiman Marcus Group, Inc's proposed $2,060 million term loan facility due 2018 at B2. In addition, Moody's affirmed NMG's Speculative Grade Liquidity Rating at SGL-1. Concurrently, Moody's placed on review for possible upgrade NMG's B3 Corporate Family Rating and Probability of Default Rating, as well as its Caa2 senior subordinated notes rating. The proceeds from the proposed $2,060 million term loan along with NMG's excess cash will be used to repay in full NMG's $442 million term loan due 2013, $752 million senior unsecured notes due 2015, and $1,064 million term loan due 2016. The review for possible upgrade reflects that the proposed refinancing will notably strengthen NMG's capital structure by reducing its overall debt level by approximately $200 million as well as by extending its nearest debt maturity from 2013 to 2015. These ratings are assigned and are subject to the successful closing of the transaction and review of final documentation -- $2,060 million senior secured term loan due 2018 at B2 (LGD 3, 46%) These ratings are placed on review for possible upgrade -- Corporate Family Rating at B3 -- Probability of Default Rating at B3 -- Senior subordinated notes rating at Caa2 (LGD 5, 81%) These ratings are affirmed and LGD point estimates changed -- Senior secured debentures due 2028 at B2 (LGD 3, to 46% from 34%) -- Speculative Grade Liquidity Rating at SGL-1 These ratings are affirmed to be withdrawn upon their repayment in full and the closing of the transaction. -- Senior secured bank credit facilities at B2 (LGD 3, 34%) -- Senior unsecured notes due 2015 at Caa1 (LGD 5, 74%) RATINGS RATIONALE The review for possible upgrade will focus on the terms of the final closing of the proposed asset based revolving credit facility and term loan. In particular, the review will look at the amount of debt repaid, the amount and maturities of the facilities after closing, as well other terms and conditions. NMG has had solid operating performance for the first six month of the year. The review for possible upgrade will also focus on NMG's liquidity and expectations for future financial performance including comparable store sales and level of EBIT growth. Moody's believes that NMG operating performance is insulated from the current rising commodity cost environment but its performance is exposed to sustained dips in the stock market. Should the refinancing close on terms substantially similar to those currently contemplated, Moody's expects that the Corporate Family Rating, Probability of Default Rating, and subordinated notes rating would likely be upgraded by one notch. Moody's also anticipates that at that time the Speculative Grade Liquidity Rating and the ratings on the proposed term loan and senior secured debentures would be affirmed. The principal methodology used in rating Neiman Marcus Group, Inc. 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. Neiman Marcus Group, Inc., headquartered in Dallas, TX, operates 41 Neiman Marcus Stores, 2 Bergdorf Goodman stores, 6 CUSP stores, 30 Last Call clearance centers , and a direct on-line and catalog business. Total revenues are just under $4 billion. NGPL PIPECO: S&P Downgrades Corporate Credit Rating to 'BB+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating and senior unsecured rating on Houston, Texas-based pipeline company NGPL PipeCo. LLC to 'BB+' from 'BBB-'. The outlook on the rating is negative. As of Dec. 31, 2010, NGPL had slightly over $3 billion of reported debt. "The rating on NGPL's senior unsecured notes is 'BB+', with a recovery rating of '3', which indicates our expectation of meaningful (50%-70%) recovery in the event of a payment default," S&P said. "We base the downgrade on a projected decline in NGPL's cash flows to levels below our previous expectations," said Standard & Poor's credit analyst William Ferara. "The cash flow decline is attributable to low natural gas prices on NGPL's commodity gas sales resulting from its net fuel collections of gas, and higher operating expenses due to pipeline remediation. The impact of the recent Federal Energy Regulatory Commission Section 5 settlement, which reduces NGPL's transportation and storage maximum tariff rates, compounds the reduction we expect in NGPL's cash flow." NGPL owns and operates an interstate natural gas pipeline transmission and storage system consisting primarily of two major interconnected transmission pipelines terminating in the Chicago area. The Amarillo Line originates in the West Texas and New Mexico producing areas, and the Gulf Coast Line originates in the Gulf Coast areas of Texas and Louisiana. The system has about 278 billion cubic feet (bcf) of working gas storage and 5.0 bcf per day of deliverability throughout the Mid-Continent region. NNN 2003: Sevens Building Foreclosed, Sold to General Electric -------------------------------------------------------------- NNN 2003 Value Fund, LLC, distributed a letter to the Company's investors regarding its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2010, the disposition of Sevens Building, located in St. Louis, Missouri and the Company's perceived outlook for its remaining ownership interest in Enterprise Technology Center, located in Scotts Valley, California. The Company stated in the letter: "As communicated in our letter to you dated March 15, 2011, our sole remaining wholly-owned real estate investment consisted of a 100 percent interest in the Sevens Building, located in St. Louis, Missouri. As indicated in that letter and in the enclosed Annual Report, the Sevens Building went into default due to non-payment of the outstanding principal balance of $21,494,000 upon maturity of the loan on Oct. 31, 2010. The lender, General Electric Capital Corporation, offered to extend the loan for 12 months beyond the Oct. 31, 2010 loan maturity date. However, due to unfavorable extension terms, including significant pay down of the loan balance and a requirement to fund significant monthly cash shortfalls, we concluded that it was not advantageous for our investors to continue investing in the property. The decision to cease further investment is fully supported and underscored when considering the estimated value of the real estate is approximately $5 million dollars less than the outstanding loan balance, with a very slim likelihood of a material recovery of value in the near term. Simply put, retaining the property for even a short period of time would have required a significant capital investment, in the form of a partial loan pay-down and/or capital expenditures related to the property's parking structure. Any new capital invested in the property would very likely have been lost absent a major market recovery. "On March 7, 2011, the lender initiated foreclosure proceedings, and a successor trustee was appointed to conduct a public auction of the property. While not reflected in the enclosed 2010 Annual Report, on March 25, 2011, the Sevens Building was foreclosed upon/sold to General Electric Credit Equities. As a result of the sale, our 100 percent ownership interest in the property was transferred to an entity affiliated with the lender. "After the disposition of the Sevens Building, NNN 2003 Value Fund LLC's sole holding is an 8.5 percent ownership interest in Enterprise Technology Center in Scotts Valley, California. National economic challenges continue to dramatically affect the performance of commercial real estate, as evidenced by the performance of NNN 2003 Value Fund. This loan is also in default and, although we are working with the lender of Enterprise Technology Center towards a loan restructure, discounted note sale or discounted payoff, we believe that the likelihood of any recovery of funds is remote. We currently intend to dispose of our remaining property interest and pay distributions to our investors from available funds, if any." A copy of the Investor Letter is available for free at http://is.gd/Ok2BHc About NNN 2003 Santa Ana, Calif.-based NNN 2003 Value Fund, LLC, was formed as a Delaware limited liability company on June 19, 2003. The Company was organized to acquire, own, operate and subsequently sell its ownership interests in a number of unspecified properties believed to have higher than average potential for capital appreciation, or value-added properties. Grubb & Ellis Realty Investors, LLC, serves as the Fund's manager, pursuant to the terms of an operating agreement. The Company reported a consolidated net loss of $493,000 on $6.85 million of rental revenue of operations held for non-sale disposition for the year ended Dec. 31, 2010, compared with a consolidated net loss of $9.09 million on $6.95 million of rental revenue of operations held for non-sale disposition during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $32.68 million in total assets, $44.75 million in total liabilities, and a $12.07 million total deficit. Ernst & Young LLP, in its March 18, 2011 report accompanying the Form 10-K report, noted that the Company has incurred recurring losses and has a working capital deficiency. In addition, the Company has not complied with certain covenants of loan agreements and does not have sufficient cash flow to repay mortgage loans that are past due and in default. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NO FEAR: To Spend $220T of DIP Loan for Racing Brand ---------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that executives of No Fear Retail Stores Inc. got court permission to spend $220,000 of its bankruptcy loan toward No Fear MX, the company's edgy racing brand of protective sports equipment. The portion of the $3.5 million loan will buy inventory for the line. The brand has sponsored racing athletes like King of Supercross Jeremy McGrath, X Games champion Travis Pastrana and NASCAR convert Ricky Carmichael. According to DBR, company officials say they've worked hard to steer the brand away from the overcrowded teenage marketplace in which brands like Pacific Sunwear and Quiksilver compete. Outside of founders Mark and Brian Simo, No Fear's largest equity holder is Don Emler of the Flying Machine Factory, or FMF, motocross brand, who has about 6% ownership in the company, DBR notes, citing court documents. 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. Tiffany L. Carroll, the Acting U.S. Trustee for Region 15, appointed three creditors to serve on an Official Committee of Unsecured Creditors of No Fear MX, Inc. NORTEL NETWORKS: Has OK to Sell IP Addresses to Microsoft --------------------------------------------------------- Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reports that Nortel Networks Corp. won court approval Tuesday to sell 666,624 IP addresses of an increasingly scarce vintage to Microsoft Corp. for $7.5 million. DBR notes the IP addresses being sold are among the last of the IPv4 addresses, created in 1981 and now almost completely used up. The strings of numbers identify particular devices -- computers, Web-enabled phones and other gadgets -- hooked to the Internet. A new batch of addresses is already being handed out, the IPv6 standard, which promises an unlimited supply for the future. DBR notes the American Registry for Internet Numbers, one of five registries worldwide that maintains the database of Web identifiers, raised some questions about Nortel's planned sale, but resolved them in talks with Microsoft, Nortel attorneys told Judge Kevin Gross at a hearing in the U.S. Bankruptcy Court. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. In March 2009, the U.S. Bankruptcy Court entered an order approving the sale of the Layer 4-7 assets to Radware Ltd. as the successful bidder at auction. In July 2009, Nortel sold its CDMA and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ). In September 2009, the Court Nortel sold its Enterprise Solutions business to Avaya Inc. In October 2009, the Court approved the sale of assets associated with Nortel's Next Generation Packet Core network components to Hitachi, Ltd. On Dec. 2, 2009, the Court approved the sale of assets associated with Nortel's GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and Kapsch Carriercom AG. In December 2009, the Debtors sold their Metro Ethernet Networks business to Ciena Corporation. In March 2010, Nortel sold its Carrier Voice Over IP and Application Solutions business to GENBAND Inc. In September 2010, Nortel sold its Multi-Service Switch business to Ericsson. Nortel Networks filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. PETROFLOW ENERGY: Has Deal to Sell to Equal Energy for $93.5-Mil. ----------------------------------------------------------------- Equal Energy Ltd. has entered into a purchase and sale agreement with Petroflow Energy Ltd. and its subsidiaries, North American Petroleum Corporation USA ("NAPCUS") and Prize Petroleum LLC and a settlement agreement with Petroflow, Compass Bank and Texas Capital Bank, N.A. pursuant to which the Company will acquire Petroflow's interests in assets developed pursuant to the now terminated farmout agreement between the Company and NAPCUS, and concomitantly settle all outstanding legal matters and other claims between the Company and Petroflow, Compass and Texas Capital. Pursuant to the agreements the company will acquire Petroflow's interests in assets developed pursuant to the now terminated farm- out agreement between the company and NAPCUS, and concomitantly settle all outstanding legal matters and other claims between the company and Petroflow, Compass and Texas Capital. The Agreements are subject to the approval of the U.S. Bankruptcy Court in Delaware and a hearing requesting such approval is expected to occur on May 17, 2011. "We are very pleased to have come to agreement with the parties involved in the Petroflow bankruptcy process through the negotiation of this acquisition and settlement. The acquisition is beneficial for our shareholders and removes a significant distraction for the Equal management team," said Don Klapko, president and CEO of Equal. Pursuant to the purchase and sale agreement, Equal will acquire Petroflow's interests in the Oklahoma Hunton play which were developed under the farm-out for consideration of $93.5 million. Equal and Petroflow will equalize, on a 50/50 basis, the interests in zones above the Hunton in sections of land that were earned during the farm-out, and Petroflow will operate a development program over these up hole assets. Equal expects to fund the acquisition through proceeds from its previously announced offering of common shares and its available credit facilities. In addition, Equal will receive from Petroflow $5.8 million in outstanding pre-petition joint interest billings and expects future recovery of $1.4 million of production tax rebates. Under the terms of the agreements, all outstanding legal matters related to the capital recovery agreement and salt water disposal disputes, as well as a dispute related to lien priority scheduled for a future trial will be settled and resolved. As a result of the agreements, Equal will record a reversal in the amount of $9.8 million related to a ruling of the bankruptcy court related to the outstanding legal matters. About Equal Energy Equal Energy Limited is an exploration and production oil and gas company based in Calgary, Alberta, Canada with its United States operations office located in Oklahoma City, Oklahoma. Equal's shares and debentures are listed on the Toronto Stock Exchange under the symbols (EQU, EQU.DB, EQU.DB.A, EQU.DB.B) and Equal's shares are listed on the New York Stock Exchange under the symbol (EQU). The portfolio of oil and gas properties is geographically diversified with producing properties located in Alberta, British Columbia, Saskatchewan and Oklahoma. Production is comprised of approximately 55 percent crude oil and natural gas liquids and 45 percent natural gas. Equal has compiled a multi-year drilling inventory for its properties including its new oil play opportunities in the Cardium and Viking in central Alberta in addition to its extensive inventory of drilling locations in the Hunton liquids-rich, natural gas play in Oklahoma. About Petroflow Energy Based in Denver, Colorado, Petroflow Energy Ltd. filed for Chapter 11 bankruptcy protection on Aug. 20, 2010 (Bankr. D. Del. Case No. 10-12608). Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, represents the Debtor as its Delaware counsel. Kirkland & Ellis LLP serves as bankruptcy counsel. Kinetic Advisors LLC serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtor estimated both assets and debts of between $100 million and $500 million Petroflow sought recognition of the U.S. chapter 11 proceedings from the Alberta Court of Queen's Bench under the Companies' Creditors Arrangement Act in Canada, and had its chapter 11 case jointly administered with those of its two chapter 11 debtor affiliates under the caption "In re North American Petroleum Corporation USA, Case # 10-11707 (CSS)." Petroflow Energy is the parent of Denver, Colorado-based North American Petroleum Corp. USA and Prize Petroleum Corp. North American Petroleum and Prize Petroleum filed for Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. D. Del. Case Nos. 10-11707 and 10-11708). North American estimated its assets and debts at $100 million to $500 million as of the Petition Date. PJ FINANCE: Committee Proposes Carl Marks as Financial Advisers --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that PJ Finance Co.'s official committee of unsecured creditors has requested to hire Carl Marks Advisory Group as financial advisers. They filed on March 30 with the U.S. Bankruptcy Court in Wilmington, the report relates. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688). Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, represent the committee as lead counsel. Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). PJ Finance said it has a commitment for Gaia Real Estate Investments LLC to invest $42 million and serve as the foundation for a reorganization plan. PRINTCRAFTERS GROUP: Goes Into Receivership, Cuts 125 Jobs ---------------------------------------------------------- The Winnipeg Free Press reports that Printcrafters Group of Companies was placed in receivership, cutting 125 jobs in the process. The report relates that Printcrafters owes the Royal Bank of Canada close to $4.5 million, plus about $2 million to Xerox, $1.2 million to CIT Financial and more than $2 million to unsecured creditors, including the Receiver General of Canada. According to the report, employees at its Hutchings Street production plant said business has been tailing off over the past couple of years. In documents that are on the public record, the court-appointed receivers, Ernst & Young, made it clear "the receiver does not anticipate that there will be any funds available for distribution to unsecured creditors," the report discloses. The Winnipeg Free Press notes that a skeleton crew was on site at the Hutchings plant on April 25, but employees said the last of the printer's jobs will be finished early this week and there will be no new work acquired. The report relates that the only Printcrafters' positions left will be those helping the receiver dispose of equipment. The report says that operations at Dave's Quick Print shut down earlier this month. At the beginning of the year, Naylor Publications closed its Winnipeg production shop, eliminating 80 positions, Winnipeg Free Press adds. Printcrafters Group of Companies is a Winnipeg printing shop. RADIOSHACK CORP: Fitch Rates New Senior Unsecured Notes 'BB' ------------------------------------------------------------ Fitch rates RadioShack Corporation's (RadioShack) new $300 million senior unsecured notes due 2019 'BB'. The use of proceeds will be for general corporate purposes, including share repurchases. The rating reflects RadioShack's improving sales performance, positive free cash flow and strong liquidity. This is balanced by the company's uneven growth trends, vulnerability to changing consumer habits such as the increase in online shopping, operating margin pressures due to the lower-gross margin nature of the mobility platform, and the company's shareholder-friendly stance. RadioShack's company-operated stores segment's revenue growth of 4.6% and 2.1% in 2010 and the first quarter of 2011, respectively, was driven by the growth in the mobility platform, which accounted for 46% of 2010 total revenues. The mobility platform grew 36% and 11% in 2010 and the first quarter of 2011, respectively, and is expected to be the company's key growth driver going forward. This offset 2010 revenue declines of 12.5% and 13.3% in the signature and consumer products platforms, respectively. Fitch expects RadioShack's total revenues to increase 2%-3% in 2011 based on assumptions of low single-digit positive same store sales and modest square footage growth (mainly kiosks in Target stores). Despite top line growth, a change in the sales mix towards certain lower-margin mobile devices and the underperformance of the T- Mobile postpaid business caused EBITDA to decrease 6.3% to $435 million for the latest twelve months ending March 31, 2011 versus the year ago period. Pro forma for the notes issuance, Fitch expects leverage to be in the low 4 times (x) range over the next 12-24 months versus 4.0x in 2010 and EBITDAR coverage of interest and rents to remain flat at 2.2x over the same period. This incorporates Fitch's assumption of low single digit top line growth and further operating margin contraction given the anticipated growth of the mobility platform. RadioShack has a strong liquidity position that is supported by cash of $326 million and availability of $417 million under its $450 million ABL facility at March 31, 2011. The company generated free cash flow of approximately $50 million in 2010 after capital expenditures of $80 million and dividends of $26.5 million and is expected to generate free cash flow of approximately $40 million in 2011 after capital expenditures of $100 million and dividends of around $30 million. Upcoming debt maturities include $375 million of convertible notes due 2013, which will likely be refinanced. Fitch believes the company has adequate liquidity to meet upcoming capital and debt service requirements, including the completion of the remaining approximately $100 million in the share repurchase authorization. Longer-term, RadioShack's revenue and earnings growth prospects remain a concern. The company has to turn around declining sales in the signature and consumer electronics platforms and manage an expected decline in gross margin. In the event of an unexpected weakening in operating performance or free cash flow, the company's ratings could be pressured. In addition, Fitch anticipates competition in the consumer electronics industry will remain intense given the expanded offerings at national big-box retailers and discounters and the increasing presence of online retailers. However, RadioShack's large store base of 4,467 U.S. company-owned stores, 1,304 kiosks and 1,175 dealer stores as of March 31, 2011 remains a key competitive advantage. Fitch has these ratings on RadioShack with a Stable Outlook: -- IDR 'BB'; -- Senior secured asset-based credit facility 'BBB-'; -- Senior unsecured notes 'BB'. RADIOSHACK CORP: S&P Rates $300MM Senior UnSecured Notes 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned Fort Worth, Texas- based RadioShack Corp.'s proposed $300 million senior unsecured notes due 2019 its 'BB' issue-level rating. "We also assigned this debt a recovery rating of '4', indicating our expectation of average (30%-50%) recovery for noteholders in the event of a payment default. According to the company, it intends to use the proceeds from the notes offering for general corporate purposes, including repurchase of its common stock," S&P related. S&P noted, "In addition, we affirmed our 'BB' corporate credit rating on RadioShack. The rating outlook is stable." "The 'BB' corporate credit rating reflects our expectation that RadioShack will be able to maintain performance despite weak economic conditions and some pressure on margins as the change in the assortment to lower-margin products continues in 2011," said Standard & Poor's credit analyst Jayne Ross. "We expect sales growth to continue in the wireless segment, but remain mixed in the company's other segments." "In our view, the company's business risk profile is weak, characterized by short consumer electronics product cycles, the fiercely competitive nature of the retail consumer electronics and mobility industry, and vulnerability to weak consumer spending. We do note that RadioShack has been able to adapt to the changing technology and landscape of this sector over the years. The company's business risk profile is partly mitigated by its relatively moderate financial risk policy with regard to share repurchases and dividends. We assess the company's overall financial risk as significant. RadioShack has demonstrated fairly good levels of profitability and cash flow generation, moderate leverage, sizable cash balances, and credit protection measures that are characteristic for the 'BB' rating over the past two years," S&P stated. "For the 12 months ended March 31, 2011, we estimate that RadioShack's credit metrics were somewhat stronger than in the prior year, reflecting the redemption of its $350 million 7.375% note issue in early March. Operating lease-adjusted total debt to EBITDA was 1.8x, EBITDA coverage of interest was 5.9x, and funds from operations to total debt was 53.6%. We expect that adjusted total debt to EBITDA will be about 2.5x following the completion of the new debt issuance, with EBITDA to interest in the 6.0x area and funds from operations to total debt in the low 40% area," added S&P. RASER TECHNOLOGIES: Has Not Paid $10.3MM Under Thermo Financing --------------------------------------------------------------- Raser Technologies, Inc., entered into definitive agreements concerning the forbearance and modification of the Company's agreements with Thermo No. 1 BE-01, LLC, The Prudential Insurance Company of America, Zurich American Insurance Company and Deutsche Bank Trust Company Americas, relating to the repayment of a substantial portion of the debt financing for the Thermo No. 1 geothermal power plant. The forbearance period was to terminate March 15, 2011; provided, however, that such date is extended to April 15, 2011 if, not later than March 15, 2011, the Company provides the Thermo Lenders with a letter of intent with respect to a transaction that will result in the Thermo Lenders receiving a cash payment of up to $6.75 million. The Company believes it satisfied the requirement for extending the forbearance period to April 15, 2011. The agreements contemplated that the Company would satisfy the Additional Payment using proceeds from the sale of all or part of its interest in the Thermo No. 1 plant, but the Company is permitted to satisfy the Additional Payment by using cash from other sources, if available. The agreements provided that if the Additional Payment is not paid prior to March 15, 2011 or, as extended, April 15, 2011, then the Thermo No. 1 project would be obligated for the full payment of the original principal amount of $9.8 million, plus accrued interest at a rate of 7.00% per annum, currently totaling approximately $10.3 million. As of April 21, 2011, the Company has not paid the Additional Payment. About Raser Technologies Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ) -- http://www.rasertech.com/-- is an environmental energy technology company focused on geothermal power development and technology licensing. Raser's Power Systems segment develops clean, renewable geothermal electric power plants with one operating plant in southern Utah and eight active and early stage projects in four western United States: Utah, New Mexico, Nevada and Oregon, as well as a concession for 100,000 acres in Indonesia. Raser's Transportation and Industrial segment focuses on extended-range plug-in-hybrid vehicle solutions and using Raser's award-winning Symetron(TM) technology to improve the torque density and efficiency of the electric motors and drive systems used in electric and hybrid-electric vehicle powertrains and industrial applications. Raser Technologies did not make the $2.2 million semi-annual interest payment due Oct. 1, 2010, on its 8% Convertible Senior Notes Due 2013. The Company satisfied the semi-annual interest payment obligation after receiving $1.10 million from the Thermo No. 1 plant escrow funds and $1.15 million from a loan with Evergreen Clean Energy, LLC, late in October 2010. The Company reported a net loss of $101.80 million on $4.24 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $20.90 million on $2.19 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $41.84 million in total assets, $107.78 million in total liabilities, $5.00 million in Series A-1 cumulative convertible preferred stock and a $70.94 stockholders' deficit. As reported by the TCR on April 21, 2011, Hein & Associates LLP, in Denver, Colorado, 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 suffered recurring losses, has used significant cash for operating activities since inception, has significant notes payable coming due in 2011, and has a lack of sufficient working capital. RIVER ROAD: Court Approves Two Banks' Plan Outline -------------------------------------------------- The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the Northern District of Illinois approved the adequacy of the third amended disclosure statement explaining a Chapter 11 plan for River Road Hotel Partners LLC and its debtor-affiliates filed by the Debtors' secured lenders, Amalgamated Bank and U.S. Bank National Association. A hearing is set for June 16, 2011, at 11:00 a.m., to consider confirmation of the Lenders Plan. Under the Plan, all distributions to creditors will be made either (i) from the proceeds of those Creditors' own collateral or (ii) from cash contributed by the lenders to make distributions to those creditors, plus a share of proceeds of those avoidance actions that are transferred to a liquidating trustee. First lien lenders have filed claims in the aggregate amount of $162.09 million. Under the Plan, all of the lenders' collateral will be transferred to an entity designated and controlled by the lenders. The most recent appraisals obtained by the lenders for the assets aggregate $85.95 million, implying that the lenders may have unsecured deficiency claims totaling $52.79 million. General unsecured claims are estimated to aggregate between $6,155,910 and $7,238,617. The lenders will contribute $725,000 of their cash collateral to create an estimated recovery for Class 5 creditors of approximately 10%. In addition, creditors will receive their pro rata share of any net proceeds of those avoidance actions that are brought by the liquidating trustee under the Plan. Under the Plan, the lenders will waive any distributions on account of their deficiency claims. They will, however, retain the right to vote their deficiency claims. All equity interests and ownership interests in the Debtors will be extinguished under the Plan, and holders of these interests will receive no distributions. A full-text copy of the red-lined version of the Third Amended Chapter 11 Plan is available for free at http://ResearchArchives.com/t/s?7580 A full-text copy of the red-lined version of the Third Amended Disclosure Statement is available for free at http://ResearchArchives.com/t/s?757f About River Road Hotel Partners River Road Hotel Partners, LLC, developed and manage the InterContinental Hotel Chicago O'Hare located in Rosemont, Illinois. Affiliate RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles International Airport. Both are ultimately controlled owned by Harp Group. River Road and its affiliates filed Chapter 11 in Chicago (Bankr. N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009. Based in Oak Brook, Illinois, River Road estimated assets of as much as $100 million and debt of as much as $500 million in its Chapter 11 petition. River Road disclosed $0 in assets and $14,400,000 in liabilities as of the Chapter 11 filing. Terrence O'Brien & Co. serves as the Debtors' appraiser, and Madigan & Getzendanner as serves as the Debtors' special counsel. RadLAX and its affiliates filed a separate chapter 11 petition (Bankr. N.D. Ill. Case No 09-30047), estimating assets at $50 million to $100 million. David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the River Road and RadLAX debtors. The two cases, however, are not jointly administered. The Official Committee of Unsecured Creditors is represented by Stephen T. Bobo and Ann E. Pille at Reed Smith LLP. Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison Foerster LLP of San Francisco, California; and John W. Costello, Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon LLP of Chicago, Illinois, represent Amalgamated Bank. John Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman LLP represent U.S. Bank. SENSATA TECHNOLOGIES: Incurs $8.93-Mil. Net Loss in March 31 Qtr. ----------------------------------------------------------------- Sensata Technologies B.V. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $8.93 million on $444.23 million of net revenue for the three months ended March 31, 2011, compared with net income of $27.67 million on $377.13 million of net revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011 showed $3.39 billion in total assets, $2.49 billion in total liabilities, and $895.09 million in total shareholders' equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://is.gd/vCdYW0 About Sensata Almelo, Netherlands-based Sensata Technologies B.V. -- http://www.sensata.com/-- Sensata Technologies B.V. is a global designer, manufacturer, and marketer of customized and highly- engineered sensors and control products. Sensata is a wholly- owned subsidiary of Sensata Technologies Holding, N.V. Its sensors segment accounts for approximately 60% of the company's 2009 revenues, and supplies sensors and transducers to the commercial, industrial and automotive markets. Revenue for the LTM period ended 9/30/10 approximated $1.5 billion. In October 2010, Moody's Investors Service said that Sensata Technologies' 'B2' Corporate Family Rating and positive outlook remain unchanged following the announcement of its public holding company, Sensata Technologies Holding N.V., that it has reached a definitive agreement to acquire the "Automotive on Board" sensors business of Honeywell International for $140 million in cash. Moody's last rating action on Sensata was Aug. 26, 2010, when the company's Corporate Family and Probability of Default ratings were upgraded to B2 from B3 and the ratings outlook was changed to positive. As reported by the TCR on March 1, 2011, Standard & Poor's Ratings Services raised the ratings on sensors and controls manufacturer Sensata Technologies B.V., including the corporate credit rating, to 'BB-' from 'B+'. The outlook is stable. "The rating actions reflect further improvements in Sensata's credit measures and the continuing ownership reduction of its majority owner, private equity firm Bain Capital, which S&P believes provides further indication that the company is likely to maintain a less- aggressive financial policy," said Standard & Poor's credit analyst Dan Picciotto. "S&P believes operating trends for 2011 remain favorable and that the company has demonstrated good profitability through the economic downturn and into the upturn." SHERWOOD FARMS: Court Confirms Chapter 11 Liquidation Plan ---------------------------------------------------------- The Hon. Karen J. Jenneman of the U.S. Bankruptcy Court for the Middle District of Florida confirmed the Second Amended Chapter 11 Plan of Liquidation of Sherwood Farms Inc. According to the Disclosure Statement, the Plan provides that the Debtors will continue to operate their existing businesses with low operating expenses. The Reorganized Debtors will execute new notes, mortgages, and security agreements with Centennial Bank, formerly known as Old Southern Bank, based, in part on adjusted property values that reflect the reduced market value of the lender's secured interest in its collateral. The Debtors contemplates paying claims and equity interests over time from cash flow generated from its core operations along with the reduction in cash flow demands from the new secured obligations. Under the Plan, holders of allowed secured claims will receive payment equal to 100% of their allowed secured claims, over time. Holders of allowed unsecured claims will receive pro rata distribution from the net adversary proceeds. Equity interests in the Debtors will remain unchanged. A full-text copy of the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?75be About Sherwood Farms Groveland, Florida-based Sherwood Farms, Inc., owns and operates an orchid farm from its real property in Lake County, Florida. The Company filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-00578) on Jan. 15, 2010. Mariane L. Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, in Orlando, Fla., assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. An affiliate, Sherwood Investments Overseas Limited Incorporated, filed a separate Chapter 11 petition on Jan. 15, 2010 (Bankr. M.D. Fla. Case No. 10-00584). Latham Shuker also represents the affiliate as counsel. At the time of the filing, the affiliate also estimated its assets and debts at $10 million to $50 million. SKINNY NUTRITIONAL: About 1 Million Cases of Skinny Water Sold -------------------------------------------------------------- Skinny Nutritional Corp. announced net revenues of $6,927,108 for the year ended Dec. 31, 2010. This represents an increase of $2,781,042 or 67% over revenues of $4,146,066 for the year ended Dec. 31, 2009. The Company sold approximately 990,000 cases of Skinny Water(R) for the year ended Dec. 31, 2010 compared to approximately 580,000 cases for the same period in 2009, an increase of 71%, (1 case = twelve 16 ounce bottles). These increases are primarily due to the introduction of Skinny Water Sport(R), the upgrade of the Company's distribution network in certain territories and the influence of new distributors and new chain authorizations. Skinny Water is now sold through 47 distributors across the United States. During 2010, the Company obtained a significant chain authorization, with Safeway, which has approximately 1,100 stores in 12 states. At Dec. 31, 2010, through the Company's account authorizations with retailers, the Company's management believes that Skinny products have been authorized for sale with retail accounts which aggregate approximately 7,100 chain stores, including convenience stores, supermarkets, drug stores and club stores. During the second quarter of 2011, Skinny Water will begin to be available through a national pharmacy chain which is expected to significantly increase our availability in markets throughout the country. Net loss for the year ended Dec. 31, 2010 was $6,914,269 compared to $7,305,831 for the same period in 2009. The 2010 net loss included non-cash expenses of $2,379,425 attributable to stock based compensation expense for employee options and warrants in addition to stock issued for services. This non-cash expense was $3,184,097 for 2009. "Skinny Nutritional Corp. reached almost the one million case mile-stone in 2010 as it expanded throughout the United States," stated Michael Salaman, chief executive officer and chairman of the Board. We continue to implement our business plan of building out a national distribution network while continuing to increase the number of authorized chain accounts. We introduced our sport line and our 12 pack variety pack during 2010, both of which we believe have been received favorably. In 2011, we are targeting completing our Southern California distributor network as well as further developing our Midwest network and the Florida and Southeast markets. Our further goals for 2011 are to continue to evaluate our cost of goods to seek further reductions and further increase our gross profit margins. In 2010 we increased our gross profit percentage to approximately 26% from approximately 15% in 2009. We intend to continue our efforts to control our selling, marketing and administrative expenses as part of our overall cost containment measures. We are continuing our efforts to build value around our Skinny Water brand, and today have numerous trademarks in the healthy beverage and snack food categories." The Skinny Water(R) lineup features eight great-tasting flavors, including Acai Grape Blueberry (Hi-Energy), Raspberry Pomegranate (Crave Control), Lemonade Passionfruit (Total-V), Orange Cranberry Tangerine (Wake Up) and as part of its 'Sport' Line: Blue Raspberry (Fit), Pink Berry Citrus (Power), Kiwi Lime (Active) and Goji Black Cherry (Shape). Every bottle of Skinny Water(R) has key electrolytes, antioxidants and vitamins and has zero calories, zero sugar, zero carbs, zero sodium and no preservatives, with all natural colors and flavors. About Skinny Nutritional Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB) -- http://www.SkinnyWater.com/-- has developed and is marketing a line of enhanced waters, all branded with the name "Skinny Water" that are marketed and distributed primarily to calorie and weight conscious consumers. The Company reported a net loss of $6.91 million on $6.92 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $7.30 million on $4.14 million of net revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.67 million in total assets, $4.33 million in total liabilities, all current, and a $2.66 million stockholders' deficit. As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala Cynwyd, Pennsylvania, 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 had a working capital deficiency of $3,517,280, an accumulated deficit of $37,827,090, stockholders' deficit of $2,658,043 and no cash on hand. The Company had net losses of $6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and 2009, respectively. Additionally, the Company is currently in arrears under its obligation for the purchase of trademarks. Under the agreement, the seller of the trademarks may choose to exercise their legal rights against the Company's assets, which includes the trademarks. SWAY STUDIO: Seeks to Reassign Ad Contracts to Big Block -------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that papers filed in bankruptcy court indicate Sway Studio sought to reassign contracts for unfinished advertising projects to Big Block Inc. DBR relates Sway Studio doesn't get paid for its work until they deliver a new project, and has no money to finish up $324,586 worth of projects it has taken on for advertising studios. The report relates Big Block has agreed to hire two Sway Studio employees to finish the work. Sway Studio in Culver City, California, creates computer-generated enhancements for TV commercials. It filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-27078) on April 20, 2011. Judge Vincent P. Zurzolo presides over the case. Ian Landsberg, Esq., at Landsberg & Associates APC, serves as bankruptcy counsel. It scheduled assets of $35,447 and debts of $2,002,634. TASTY BAKING: Compass Merger Offers to Buy All Common Shares ------------------------------------------------------------ A Schedule Tender offer Statement was filed by (i) Compass Merger Sub, Inc., a wholly-owned direct subsidiary of Flowers Foods, Inc., and (ii) Flowers Foods relating to the offer by Compass Merger to purchase all of the outstanding shares of common stock, par value $0.50 per share, of Tasty Baking Company, at a purchase price of $4.00 per share net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 21, 2011. A full-text copy of the Offer to Purchase for Cash is available for free at http://is.gd/FjbZjz About Tasty Baking Company Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/ -- founded in 1914 and headquartered in Philadelphia, Pa., is one of the country's leading bakers of snack cakes, pies, cookies, and donuts. The company has manufacturing facilities in Philadelphia and Oxford, Pa. The company offers more than 100 products under the Tastykake brand name. The Company reported a net loss of $45.18 million on $171.67 million of net sales for the 52 weeks ended Dec. 25, 2010, compared with a net loss of $3.39 million on $180.56 million of net sales for the 52 weeks ended Dec. 26, 2009. The Company's balance sheet at Dec. 25, 2010 showed $153.84 million in total assets, $170.82 million in total liabilities and $16.98 million in shareholders' deficit. PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted that that the Company's cumulative losses, substantial indebtedness that is due June 30, 2011, in addition to its current liquidity situation, raise substantial doubt about its ability to continue as a going concern. Forbearance Agreement, Going Concern Doubt On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver agreements from several of its creditors, which waived certain payments that were due and certain financial covenant requirements. The Company said it was experiencing extremely tight liquidity due to (i) certain production difficulties during the optimization of its new Philadelphia bakery that caused the Company to not achieve the expected operational cash savings from this bakery during the fourth quarter of 2010; (ii) the impact of the recent bankruptcy filing by The Great Atlantic & Pacific Tea Company, Inc.; and (iii) a sharp rise in commodity costs. At the conclusion of the two-week waiver period, on Jan. 14, 2011, the Company entered into arrangements with certain creditors, including: (i) a Seventh Amendment to the Company's Bank Credit Facility; (ii) a Forbearance and Amendment Agreement with the PIDC Local Development Corporation, which also included a new $2 million loan from PIDC; (iii) a letter agreement with the Machinery and Equipment Fund of the Department of Community and Economic Development of the Commonwealth of Pennsylvania, along with a new $1 million loan from MELF; and (iv) a letter agreement with the Company's landlords at the Philadelphia Navy Yard for its bakery and offices. Also on Jan. 14, 2011, the Company issued $3.5 million of unsecured 12% promissory notes due Dec. 31, 2011 to a group of accredited investors. The Creditor Amendments generally permit the Company to delay certain payments to PIDC, MELF and Liberty Property until June 30, 2011. The Creditor Amendments also generally provide that the creditor will waive certain specified defaults, but not any other defaults that may occur in the future that are not specifically waived in the Creditor Amendments. In addition, the Bank Amendment, among other things, (i) changed the maturity date of the Bank Credit Facility to June 30, 2011; (ii) reduced the letter of credit limit to the aggregate amount of letters of credit currently outstanding, while not permitting the Company to issue new letters of credit or extend outstanding letters of credit; and (iii) set new financial covenants, a breach of which could cause a default to occur prior to June 30, 2011. The Bank Amendment also required that the Company engage in a process -- pursuant to an agreed upon timeline with milestones -- to consummate a sale of the Company before June 30, 2011 in an amount sufficient to pay all obligations of the Company under the Bank Credit Facility and all transaction costs. The Company has delayed the filing of its 2010 annual report on Form 10-K. The Company anticipates that the Form 10-K for fiscal year ended Dec. 25, 2010, will include an explanatory paragraph from the Company's independent registered public accounting firm expressing substantial doubt about the Company's ability to continue as a going concern. TP INC: Court Rejects Dismissal Motions, Okays Ch. 11 Trustee ------------------------------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse denied separate requests by Bank of America and the bankruptcy administrator to dismiss, or in the alternative, convert the chapter 11 case of TP Inc. to one under Chapter 7 of the Bankruptcy Code. The Court instead granted BofA's request for appointment of a chapter 11 trustee. The Court also allowed BofA's motion for an order authorizing disbursement of funds, though the Court directed a different disposition of those funds. BofA sought an order directing the disbursement of certain funds from the account of the Debtor's former counsel. BofA holds a promissory note secured by deeds of trust on numerous parcels of the Debtor's real property in Pender and Onslow counties. In June 2009, BofA initiated foreclosure proceedings on the Property after the Debtor defaulted under the note, owing over $16 million in principal as well as for protective advances for property taxes, insurance, and certain legal expenses, and interest at the rate of 20% per annum since July 7, 2009. At that time, BofA also filed an action in Pender County Superior Court against the Debtor, the Debtor's principal, Ronald Bryant, Mr. Bryant's wife (both were guarantors of the debt), and another company affiliated with the Debtor. Following the bankruptcy filing, the state action remains pending against the Debtor. In October 2010, BofA obtained a judgment against Mr. and Mrs. Bryant, as guarantors, in an amount in excess of $27 million. The Debtor argues that the judgment was obtained in an amount and under circumstances that indicate culpable conduct by others, and that its debt to BofA also was generated through this conduct. BofA argues that in the course of the case the Debtor has proposed but failed to confirm two plans and failed to adhere to the terms of a consent order between the Debtor and the bank. That order, entered on Feb. 17, 2011, lifted the automatic stay to permit BofA to complete state court foreclosure proceedings and directed the Debtor's former counsel, David Haidt, to disburse to BofA the cash collateral he had been holding in his attorney trust account. BofA states that Mr. Bryant directed Mr. Haidt to refuse to disburse the funds. Mr. Haidt has withdrawn from the case. The bankruptcy administrator filed a motion to convert the case on grounds that the Debtor failed to pay its quarterly fees and does not have funds with which to do so, and also has not filed its monthly reports. The bankruptcy administrator sought conversion of the case to one under chapter 7 or, in the alternative, dismissal for cause. A copy of the Court's April 21, 2011 Memorandum Opinion is available at http://is.gd/AtBYq6from Leagle.com. About TP, Inc. Boone, North Carolina-based TP, Inc., is in the business of property development and currently owns a various tracts of real estate in and around North Topsail, Topsail Beach, and Surf City, North Carolina. The Company filed for Chapter 11 protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented the Debtor but later withdrew from the case. In its schedules, the Debtor disclosed $13,156,424 in assets and $4,129,049 in liabilities. TRI-STAR TOOL: Goes Into Receivership, Taps Dizard as Receiver -------------------------------------------------------------- Rick Romell at the Journal Sentinel reports that Tri-Star Tool & Machine Inc. has gone into receivership. The report relates that the firm filed for the bankruptcy-like proceeding last week in Waukesha County Circuit Court. Attorney Seth E. Dizard, who has been appointed receiver, will oversee Tri-Star's business and has been given approval to try to sell the company and its 20,000- square-foot plant in the Sussex Corporate Center. Creditors would get the proceeds, according to the report. Journal Sentinel relates that a related company, Venture Capital Investments LLC, which owns Tri-Star's factory and the surrounding land, also filed for receivership. The report says that the same people own and manage both firms, and their business affairs are intertwined, Mr. Dizard said in a court document. Another document lists Fischer as an owner of Venture Capital Investments, along with Craig R. Baker, the report notes. Journal Sentinel says that the two companies' combined debts of $2.2 million exceed their assets by $269,000 and possibly more, documents indicate. The report relates that the unknown elements are the market value of Venture Capital's real estate -- which is assessed at $1.1 million -- and Tri-Star's equipment. The firm's books value the equipment at $788,000, but it won't bring that much in a sale, Mr. Dizard said in a document obtained by the news agency. Tri-Star's largest creditor is Ridgestone Bank, which is owed $1.1 million and holds a secured interest in the company's assets, the report adds. Headquartered in Sussex, Tri-Star Tool & Machine Inc. is a builder of metalworking dies. Tri-Star was incorporated in 1996. Its factory in Sussex was built in 1999. B esides making dies, Tri- Star builds prototypes, does contract machining and fabricates castings, hydraulics and pneumatics, according to its website. TRIBUNE CO: Shareholders Have Green Light to Sue Over LBO --------------------------------------------------------- Eric Morath, writing for Dow Jones Newswires and Mike Spector, writing for The Wall Street Journal, report that Tribune Co. bondholders were cleared to sue former shareholders in state courts in an attempt to claw back more than $8 billion the old investors received in Tribune's 2007 leveraged buyout. The report says possible targets of the suits include hedge-fund Stark Investments and former Tribune patriarch Col. Robert McCormick's massive charitable foundation, among the company's large shareholders at the time of the buyout. According to the report, people familiar with the matter have said Stark has begun setting aside money in anticipation of a settlement or judgment in pending litigation. The report recounts the bondholders argue the deal to take Tribune private amounted to a fraud that should never have happened, loading Tribune with debt of around $13 billion that caused the company to tumble into bankruptcy protection, leaving bondholders to suffer the consequences. The bondholders include hedge-fund Aurelius Capital Management LP. According to the report, U.S. Bankruptcy Judge Kevin J. Carey Monday signed off on an order that allows the bondholders to pursue such lawsuits outside of bankruptcy court. Tribune's official committee of unsecured creditors has also filed a similar lawsuit in the Delaware bankruptcy court. The report relates representatives from Stark and the Robert R. McCormick Foundation did not immediately return calls seeking comment Tuesday. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Ex-Officers' Claims Deemed Timely Filed --------------------------------------------------- Former officers of Tribune Co. sought and obtained orders from the Bankruptcy Court to deem timely each of their claims in connection with these lawsuits: Officer Caption of Lawsuit ------- ------------------ Tom E. Ehlmann Official Committee of Unsecured Creditors of Tribune Co. v. Tom E. Ehlmann Peter A. Knapp Official Committee of Unsecured Creditors of Tribune Co. v. Peter A. Knapp John Birmingham Official Committee of Unsecured Creditors of Tribune Co. v. John Birmingham Mark W. Hianik Official Committee of Unsecured Creditors v. Dennis J. FitzSimons, et al., and the Official Committee of Unsecured Creditors of Tribune Co. v. Mark W. Hianik In the lawsuits, the Creditors' Committee seeks these amounts from the Former Officers: Officer Amount Sought ------- ------------- Mr. Ehlmann $1,009,905 Mr. Hianik 809,019 Mr. Knapp 389,486 Mr. Birmingham 217,150 Each Former Officer sought indemnification from the Debtors for any judgment against him in the Lawsuits as well as for the costs he incurs in defending the lawsuit. The Former Officers' requests were approved despite objections of the Official Committee of Unsecured Creditors. The Committee insisted that the failure of Tom E. Ehlmann, John Birmingham, Mark W. Hianik, and Peter A Knapp to timely file indemnification claims based on their failure to anticipate litigation does not, as the Former Officers argued, constitute excusable neglect. Counsel to the Former Officers, Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington, Delaware, responded that the Creditors' Committee offers no reason or evidence to support its position that the Adversary Proceedings were so mechanical and inevitable that the Former Officers should lose their claims for failing to have foreseen these lawsuits. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Creditors Committee Proposes SVG as Special Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors for Tribune seeks the Bankruptcy Court's authority to retain Seitz Van Ogtrop & Green, P.A., as special conflicts counsel, nunc pro tunc to April 21, 2011. SVG will provide to the Committee services in connection with the leveraged buy-out lender complaint, solely with respect to matters involving the Goldman Sachs & Co. affiliates. SVG will be paid its current hourly rates: Partners and Counsel $300-$490 Associates $200-$250 Paraprofessionals $100-$125 SVG will also be reimbursed for any necessary out-of-pocket expenses it incurs. James S. Green, Esq., at Seitz Van Ogtrop & Green, P.A., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors, their estates, and their creditors. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UNITED CONTINENTAL: NMB Election for IAM-Represented FA ------------------------------------------------------- The National Mediation Board (NMB) authorized a representation election that could establish the International Association of Machinists and Aerospace Workers (IAM) as the sole collective bargaining representative for 24,605 Flight Attendants at the recently merged United-Continental Airlines. Election dates will be set later this week, according to the NMB. With strong support from Flight Attendants at both carriers, and a recently ratified contract for IAM-represented Flight Attendants at Continental, the IAM is favored to prevail in the election, which was mandated following last year's merger of United and Continental Airlines. "This election is all about giving Flight Attendants the opportunity to negotiate a contract that respects their professionalism and restores sacrifices made when their carriers were struggling," said IAM Transportation Vice President Robert Roach, Jr. "There is no excuse for Flight Attendants at the former United to remain tethered to a bankruptcy-brokered contract that continues to exploit them while their carrier posts record profits." The NMB election will be conducted under the agency's new voting guidelines, which determine the outcome by a simple majority of ballots cast. The IAM was an aggressive advocate for the new voting rules, arguing against the former practice of assigning a "NO" vote to any voter who did not cast a ballot. "Democracy in the workplace should begin at the ballot box and extend to every level of representation," said Roach. "Contract negotiations should be highly transparent and include participation from all elements of the bargaining unit. This is especially important in a classification as diverse and unique as Flight Attendants." The IAM represents Continental and Continental Micronesia's Flight Attendants, while United's Flight Attendants are currently represented by another union. The IAM is the largest airline union in North America. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At Sept. 30, 2010, United Continental had $20.055 billion in total assets against total current liabilities of $8.256 billion, long- term debt of $6.025 billion, long-term obligations under capital leases of $906 million, other liabilities and deferred credits of $7.074 billion, and a stockholders' deficit of $2.206 billion. UNITED GILSONITE: Can Access $1.5 Million DIP Loan From PNC Bank ---------------------------------------------------------------- The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized United Gilsonite Laboratories to obtain, on an interim basis, $1.5 million of $8.2 million in debtor-in-possession financing from PNC Bank National Association. The money will be used in part for ongoing working capital and letter of credit needs of Debtor, to pay legal fees and expenses related to and during the Bankruptcy Case, and to pay fees and expenses related to the financing transactions contemplated hereunder. A final hearing is set for May 5, 2011, at 1:00 p.m., at 197 South Main Street, Courtroom 2, Max Rosenn US, to consider final approval of the Debtor's request. On June 12, 2007, Debtor entered into a Visa Purchasing Card Agreement with PNC Bank, National Association which provided Debtor and its employees with credit cards for business purchases with a maximum credit limit of $200,000. On the Petition Date, the outstanding balance under the PCard Facility was approximately $953.23 and total obligations incurred and payments made under the PCard Facility in the 90 days preceding the Petition were approximately $4,643 and the average daily balance for the one hundred days before the Petition Date was approximately $1,200. Terms of the DIP Loan Revolving Credit Revolving credit facility in an amount up to Facility: $8,200,000, which amount may be increased with the consent of Lender and the Court. Advances as follows, with criteria of eligibility as determined by PNC Bank: -- Up to 85% of eligible domestic accounts receivable, aged up to 90 days from invoice date, and cross aged on the basis of 50% or more past due; plus -- Up to 50% of eligible FIFO based raw and finished goods inventory, but not to exceed 85% of the appraised net recovery value of said inventory. Sublimits: i) Up to $3,000,000 available for Letters of Credit, with any issuance fully reserved from availability. ii) Up to $200,000 PCard Facility to be used by employees for Debtor related expenses The Revolving Credit Facility and the PCard Facility are available for borrowing and re- borrowing until maturity, subject to borrowing base and the terms of the PCard Agreement as applicable. To the extent there are no borrowings under the DIP Credit Agreement or the PCard Facility and the Debtor has Cash Collateral in the operating account, the Interim Order will authorize the Debtor's use of Cash Collateral in accordance with the Budget. Maturity/ The earlier of (a) two years from the Termination: closing date, (b) the conversion of the Bankruptcy Case to a chapter 7 case, the filing of any bid procedures or the commencement of any sale or liquidation of any material portion of Debtor's assets under section 363 of the Bankruptcy Code or otherwise or a dismissal of the Bankruptcy Case, (c) acceleration upon the occurrence of an event of default under the DIP Credit Agreement or (d) substantial consummation or effective date of a plan of reorganization of Debtor. Interest: Revolving Credit Facility: PNC Base Rate, floating plus 1.5%, or 30, 60 or 90 day PNC Eurodollar Rate plus 3%. DIP Credit Agreement, the "Base Rate" shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the interest rate per annum announced from time to time by PNC at its principal office as its then prime rate, which rate may not be the lowest rate then being charged commercial Debtors by PNC, (ii) the Federal Funds Open Rate plus one-half of one percent (.50%) and (iii) the Daily LIBOR Rate plus one percent (1.00%). Priority: All obligations of Debtor to Agent and Lenders will be secured by a first priority, perfected lien on all Collateral pursuant to Sections 364(c) and (d) of the Bankruptcy Code. Fees Facility Fee equal to 0.375% per annum on the unused portion of the Revolving Credit Facility. This fee shall be calculated on the basis of a 360-day year for the actual number of days elapsed and will be payable quarterly in arrears. Closing Fee equal to 0.50% of the Total Financing payable at closing. A $35,000 deposit paid upon execution of a term sheet, will be credited to the Closing Fee at closing. Collateral Management Fee equal to $2,500 per month Prepayment Fee equal to 1.0% of the Total Financing if prepaid before the second anniversary of the Closing Date; provided that the prepayment fee shall be waived in the event that PNC provides replacement or exit financing. The DIP loan has a carve-out in an aggregate amount not to exceed $350,000 for professionals. About United Gilsonite Scranton, Pennsylvania-based United Gilsonite Laboratories, a Pennsylvania Corporation, is a small family-owned corporation engaged in the manufacturing of wood and masonry finishing products and paint sundries. It filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011. Mark B. Conlan, Esq., at Gibbons P.C., 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. UNIVISION COMMUNICATIONS: Moody's Rates Proposed First Lien Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Univision Communications, Inc.'s (Univision) proposed $600 million senior secured notes due 2019. Univision plans to utilize the net proceeds from the note offering to redeem its $545 million senior secured notes due 2014 (2014 notes) and fund related transaction expenses. Univision's B3 Corporate Family Rating (CFR), B3 Probability of Default Rating, other debt instrument ratings, SGL- 3 speculative-grade liquidity rating and stable rating outlook are not affected. Assignments: Issuer: Univision Communications, Inc. -- Senior Secured Regular Bond/Debenture due 2019, Assigned a B2, LGD3 - 40% RATINGS RATIONALE The refinancing improves Univision's maturity profile, reduces refinancing risk related to its 2014 maturities (approximately $1.1 billion upon completion of the proposed offering), and will moderately reduce cash interest expense. Moody's does not expect the $55 million increase in debt as a result of funding the tender premium on the 2014 notes to materially alter Univision's current leverage position or the expected de-leveraging over the next few years. Moody's had expected in the existing B3 CFR and stable rating outlook that Univision would refinance the 2014 notes. The proposed notes will be guaranteed by Univision's domestic operating subsidiaries and Broadcast Media Partners Holdings, Inc. (Univision's parent) and will be secured by a first lien on substantially all of the assets of Univision and its subsidiaries that secure the company's $7.2 billion senior secured credit facility, 2014 notes, and $750 million 7.875% senior notes due 2020 (2020 notes). Moody's ranks the credit facility, 2014 notes, and 2020 notes the same in its loss given default notching methodology based on the instruments' pari passu first lien senior secured claims. The credit facility nevertheless contains covenants that could improve recovery prospects relative to the notes. Moody's anticipates in the ratings that the 2014 notes will be redeemed in full either through the tender offer announced on April 25, 2011 or another transaction (the notes are callable at 106 beginning July 1, 2011). Univision proposed amendments to the 2014 note indenture in conjunction with the tender offer that would strip the collateral package and most of the restrictive covenants from the notes. As a result, the rating on the notes would likely be downgraded to Caa2 based on a revised senior unsecured claim if the proposed indenture changes are completed and the notes remain outstanding. The principal methodology used in rating Univision was Moody's Global Newspaper Industry, published in June 2008. Univision, headquartered in New York, is the leading Spanish- language media company in the United States. Revenue for FY 2010 was approximately $2.2 billion. UNIVISION COMMUNICATIONS: Fitch Rates Senior Sec. Notes 'B+/RR3' ---------------------------------------------------------------- Fitch Ratings has assigned a 'B+/RR3' rating to Univision Communications' (Univision) $600 million eight-year senior secured notes offering. Fitch currently has a 'B' Issuer Default Rating (IDR) for Univision. The Rating Outlook is Stable. Fitch expects the proceeds of the issuance will be used to fund the concurrently announced tender for $545 million of 12.0% senior secured notes due 2014, as well as general corporate purposes. Although the issuance and tender will not reduce total debt or leverage, they will lessen interest cost by approximately $10 million-$20 million (depending on final pricing). More important, they will extend the 2014 notes maturity by five years, and remove the last note that comes due before all of Univision's bank debt. Fitch estimates that there is $1.1 billion of bank debt maturing in 2014, $308 million maturing in 2016 (including $300 million outstanding under the A/R securitization facility), and $5.7 billion maturing in 2017). As a result, Univision will have the ability to focus its debt reduction efforts over the next several years solely on the bank debt, which should provide more flexibility to refinance it at maturity. The notes will be guaranteed by all of the company's direct and indirect wholly owned domestic subsidiaries which guarantee the senior secured credit facilities and the existing senior secured and unsecured notes. They will be secured by a first priority security interest on substantially all of the assets that secure the bank debt (which, like the bank debt collateral, excludes FCC licenses). The notes are callable beginning 2015, there is a 35% equity claw-back option with the proceeds of an equity offering until 2014, and there is a 101% change of control provision. Additionally, the proceeds of any asset sales that are not reinvested or used to buy back secured debt must be used to repay the notes. Since the 2010 extension of its Program License Agreement (PLA) with Grupo Televisa (Televisa) to 2025 from 2017, Univision has experienced significantly improved access to capital (particularly post 2017), and the company has taken several steps to improve its capital structure, including extending $5.7 billion of its term loan and $409 million of its revolving credit facility (RCF) capacity, as well as tendering/repaying the 2015 paid-in-kind (PIK) notes. Fitch expects the company to delever moderately over the next several years via EBITDA growth and modest free cash flow generation, and that it will be well positioned to refinance its bank debt maturities. After the recent amend and extend transaction, Fitch estimates that Univision now faces approximately $1.1 billion of maturities in 2014, which the company will likely be able to address with a combination of bond issuance and free cash flow. The significant maturity wall is now in 2017, providing a much larger cushion for Univision to strengthen its operating and credit profile. Fitch believes that the private equity owners and the secured lenders remain motivated to facilitate Univision's long-term viability, as refinancing an improved operating and credit profile will provide more value than bankruptcy/debt restructuring. Underpinning this position is Fitch's view that the company will be able to delever to a range of 7 times (x) to 9x total leverage, or 5x-7x on a secured basis by the 2017 maturity. The ratings incorporate Fitch's favorable outlook on the U.S. Hispanic broadcasting industry, given expectations for continued growth in size and spending power of this demographic. Univision benefits from a leading market position, with duopoly television and radio stations in most of the top Hispanic markets, and a national overlay of broadcast and cable networks. Fitch expects 2011 revenue to be largely unchanged versus 2010, due to the absence of largely pass-through World Cup revenue, but that EBITDA will grow in the low/mid-teens, given modest growth in core revenue, growth in high-margin retransmission fees, and the positive operating leverage embedded in the broadcasting business. Fitch's positive view extends through the intermediate term, and as a result Univision's capital structure is expected to further improve over the next several years. Fitch regards current liquidity as adequate, particularly in light of minimal near-term maturities. Pro forma for this issuance and tender, as well as the tender of the 2015 PIK notes with proceeds from Televisa's investment, liquidity consisted of $201 million of cash and $398 million available under the $463 million RCF (of which $54 million expires in March 2014 and $409 million expires in March 2016, with $137 million having been termed out to March 2017). Fitch believes that amortization and cash interest expense will be easily covered by internal cash generation. Fitch expects that going forward, annual free cash flow should approximate $300 million, a significant improvement from recent years. Fitch anticipates that free cash flow will be used primarily for debt reduction. Fitch estimates that pro forma for all of the previously announced transactions, Univision had total debt of $10.5 billion, which consisted primarily of: -- $6.7 billion senior secured term loan facility, $1.1 billion of which is due September 2014 and $5.7 billion which is due March 2017 (including $137 million that was previously termed out to March 2017); -- $65 million outstanding under the RCF; -- $750 million 7.875% senior secured notes due 2020; -- $815 million 8.5% senior unsecured notes due 2021; -- $600 million of the newly issued senior secured notes due 2019; -- $300 million outstanding under the A/R securitization facility, due March 2016; -- $1.125 billion 1.5% subordinated convertible debentures issued to Televisa, due 2025. Fitch's existing ratings for Univision are: -- IDR 'B'; -- Senior secured 'B+/RR3'; -- Senior unsecured 'CCC/RR6'. VANTAGE LOFTS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Vantage Lofts, LLC c/o Cooper Coons, Ltd. 10655 Park Run Drive, Suite 150 Las Vegas, NV 89144 Bankruptcy Case No.: 11-16268 Chapter 11 Petition Date: April 26, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: J. Charles Coons, Esq. COOPER COONS, LTD. 10655 Park Run Drive, Suite 150 Las Vegas, NV 89144 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Chad C. Slade, manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Scripps Investments and Loans, 201 S. Gibson $32,400,000 Inc. Henderson, 484 Prospect Street Nevada 89015 La Jolla, CA 92037-4261 Slade Development Construction $1,087,029 3300 Pollux Avenue Services/Supplies Las Vegas, NV 89102 Slade Devlopment Reimbursement for $600,408 3300 Pollux Avenue Development Expenses Las Vegas, NV 89102 and Costs The Plumber, Inc. Plumbing Services $364,396 59 N. 30th Street Las Vegas, NV 89101 Bombard Mechanical Construction $319,383 3933 W. Ali Baba Services/Supplies Las Vegas, NV 89118 D.A. Whitacre Framing $295,074 1108 Greenfield Drive Construction-Retention El Cajon, CA 92021 Rebel Builders Construction $257,149 9165 S. Jones Boulevard Services/Supplies Las Vegas, NV 89139 Nevada Gypsum Floor, Inc. Construction $180,754 Services/Supplies Slaton Bros. SW, LLC Construction $154,926 Services/Supplies Simplexgrinnell Construction $136,896 Services/Supplies Nuco Plastering & Stucco, Inc. Construction $122,453 Services/Supplies America Nevada Corp. Office Lease $120,000 Clark County Treasurer Taxes $108,613 Insulpro Projects Construction $89,133 Services/Supplies R&J Steel Construction Supplies $82,138 City of Henderson Building Permits $76,146 Philadelphia Ins Co Insurance $75,736 GRG, Inc. Construction $74,800 Services/Supplies Black Mountain Engineering, Inc. Construction $68,653 Services A.W. Farrel & Son, Inc. Construction $60,471 Services WCK, INC.: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: WCK, Inc. dba Four Points by Sheraton 23790 Canyon Vista Court Diamond Bar, Ca 91765 Bankruptcy Case No.: 11-28047 Chapter 11 Petition Date: April 26, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: John Eom, Esq. WILSHIRE ONE LAW GROUP 3700 Wilshire Boulevard, Suite 700 Los Angeles, CA 90010 Tel: (213) 387-1300 Fax: (213) 387-2300 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by William D. Chong, president. WORLDCOM INC: Waldinger Has $188T Unsecured Quantum Meruit Claim ---------------------------------------------------------------- District Judge Richard J. Sullivan affirmed in its entirety a March 19, 2008 order by Bankruptcy Judge Arthur J. Gonzalez reclassifying Waldinger Corporation's claim against WorldCom, Inc., and its subsidiaries as unsecured. Judge Sullivan affirmed in part and modified in part Judge Gonzalez's Oct. 16, 2009 order calculating Waldinger's award for quantum meruit. The Bankruptcy Court allowed Waldinger an unsecured quantum meruit claim of $179,548.27. The District Court raised that figure to $188,927.96. The District Court held that the Bankruptcy Court erred in its methodology in calculating Waldinger's quantum meruit claim. Waldinger is a construction company that provided materials and services to WorldCom in connection with a building owned by WorldCom in Omaha, Nebraska named the Mid-Continent Data Center. Quantum meruit is a quasi-contract "theory of recovery based on the equitable doctrine that one will not be allowed to profit or enrich oneself unjustly at the expense of another," the District Court ruling said, citing Tracy v. Tracy, 581 N.W.2d 96, 101 (Neb. Ct. App. 1998). The case is Worldcom, Inc., et al., Debtors-Appellees, v. The Waldinger Corp., Creditor-Appellant, No. 09 Civ. 9623 (S.D.N.Y.). A copy of the District Court's April 18, 2011 Opinion and Order is available at http://is.gd/JRe7RSfrom Leagle.com. Waldinger is represented by: James Bernard Cavanagh, Esq. LIEBEN, WHITTED, HOUGHTON, SLOWIACZEK & CAVANAGH, P.C., L.L.O. 100 Scoular Building 2027 Dodge Street Omaha, NE 68102 Tel: (402) 344-4000 Fax: (402) 344-4006 - and - Bennette Deacy Kramer, Esq. SCHLAM STONE & DOLAN LLP 26 Broadway New York, NY 10004 Tel: 212-344-5400 E-mail: BDK@schlamstone.com WorldCom is represented by: Mark S. Carder, Esq. STINSON MORRISON HECKER LLP, Overland Park, 1201 Walnut, Suite 2900 Kansas City, MO 64106 Tel: (816) 691-3415 E-mail: mcarder@stinson.com WorldCom, Inc., a Clinton, MS-based global communications company, filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, WorldCom listed $103,803,000,000 in assets and $45,897,000,000 in debts. The Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and on Apr. 20, 2004, the Company formally emerged from U.S. Chapter 11 protection as MCI, Inc. On Jan. 6, 2006, MCI merged with Verizon Communications, Inc. MCI is now known as Verizon Business, a unit of Verizon Communications. W.R. GRACE: Net Income Decreases 3.7% to $54.2-Mil. in 1st Quarter ------------------------------------------------------------------ W. R. Grace & Co. (NYSE: GRA) announced its financial results for the first quarter ended March 31, 2011. The following are performance measures for the first quarter: * Sales increased 13.1% to $695.7 million from $614.9 million in the prior year quarter. Sales increased 15.9% in the emerging regions. * Adjusted EBIT increased 48.8% to $95.7 million from $64.3 million in the prior year quarter. Adjusted EPS was $0.78 compared with $0.50 in the prior year quarter. * Grace net income decreased 3.7% to $54.2 million in the first quarter compared with $56.3 million in the prior year quarter. The prior year quarter included an income tax benefit of $16.5 million. Income before income taxes increased 97.8% compared with the prior year quarter. Grace's diluted EPS was $0.72 compared with $0.76 in the prior year quarter. * Adjusted Operating Cash Flow was $20.9 million in the first quarter compared with $27.2 million in the prior year quarter. * Adjusted EBIT Return on Invested Capital increased to 28.5% on a trailing four quarter basis compared with 24.0% in the prior year quarter. "We had a good quarter and I am pleased with our results," said Fred Festa, Grace's Chairman, President and Chief Executive Officer. "Our catalyst businesses are performing well and we are successfully managing margins despite significant raw material inflation. We are executing well against our performance objectives for sales growth, EBITDA margin expansion and return on invested capital." First Quarter Results Sales increased 13.1% overall and 15.9% in the emerging regions compared with the prior year quarter. The sales increase was due to higher sales volumes (6.5%), improved pricing (6.4%) and favorable currency translation (0.2%). Gross profit percentage was 36.2% compared with 34.8% in the prior year quarter and 34.9% in the 2010 fourth quarter. The increase in gross profit percentage was primarily due to better operating leverage, improved pricing, and better product mix in Grace Davison, partially offset by higher raw material costs. Grace currently expects raw material cost inflation for 2011 to be approximately $60 million, excluding rare earth inflation. Based on pricing and other actions, Grace expects to maintain its gross profit percentage within its 35-37% target range. Adjusted EBIT (see note A) was $95.7 million, an increase of 48.8% compared with $64.3 million in the prior year quarter. Adjusted EBIT margin was 13.8% compared with 10.5% in the prior year quarter. The increase in Adjusted EBIT was primarily due to the increase in sales volumes and improved gross profit percentage compared with the prior year quarter. Grace net income for the first quarter was $54.2 million, or $0.72 per diluted share, compared with $56.3 million, or $0.76 per diluted share, in the prior year quarter. The prior year quarter included an income tax benefit of $16.5 million. Income before income taxes increased 97.8% compared with the prior year quarter. Grace Davison Segment operating income up 34.9% First quarter sales for the Grace Davison operating segment, which includes specialty catalysts and materials used in a wide range of industrial applications, were $488.1 million, an increase of 16.7% compared with the prior year quarter. The sales increase was due to higher sales volumes (8.8%) and improved pricing (8.4%), partially offset by unfavorable currency translation (0.5%). Sales in the emerging regions increased 16.1% compared with the prior year quarter. Sales of this operating segment are reported by product group as follows: * Refining Technologies -- sales of catalysts and chemical additives used by petroleum refineries were $216.8 million in the first quarter, an increase of 26.1% from $171.9 million in the prior year quarter. Sales volumes increased more than 10% compared with the prior year quarter, reflecting stronger customer demand for new and existing FCC catalyst products. In response to higher rare earth costs, Grace has accelerated its product innovation efforts, and is working closely with customers that want to reduce the rare earth content in their catalysts. During the first quarter, Grace introduced eight new catalyst products with improved activity, better metals trapping technologies, and reduced rare earth content. * Materials Technologies -- sales of engineered materials, coatings and sealants used in industrial and packaging applications were $170.7 million in the first quarter, an increase of 6.0% compared with the prior year quarter. Sales in this product group were favorably affected by increased customer demand for industrial and consumer goods across all regions. * Specialty Technologies -- sales of highly specialized catalysts, materials and equipment used in unique or proprietary applications and markets were $100.6 million in the first quarter, an increase of 17.9% from the prior year quarter. Sales in this product group were favorably affected by increased customer demand for polyolefin and chemicals catalysts. Sales increased 57.3% in the emerging regions. Gross profit percentage was 37.4% compared with 35.0% in the prior year quarter and 35.6% in the 2010 fourth quarter. The increase in gross profit percentage compared with the prior year quarter was primarily due to improved pricing, better operating leverage, and better product mix, partially offset by higher raw material costs. Segment operating income for the first quarter was $118.3 million compared with $87.7 million in the prior year quarter, a 34.9% increase primarily due to higher sales volumes and improved gross profit percentage. Segment operating margin was 24.2% compared with 21.0% in the prior year quarter. Grace Construction Products Sales up 5.5%; Emerging region sales up 15.6% First quarter sales for the Grace Construction Products operating segment, which includes Specialty Construction Chemicals (SCC) products and Specialty Building Materials (SBM) products used in commercial, infrastructure and residential construction, were $207.6 million, up 5.5% from the prior year quarter due to higher sales volumes (1.7%), improved pricing (2.1%), and favorable currency translation (1.7%). The higher sales volumes were primarily due to increased demand for SCC products across all regions, partially offset by lower SBM sales. Sales in emerging regions increased 15.6% compared with the prior year quarter. Sales of this operating segment are reported by geographic region as follows: * Americas -- sales to customers in the Americas were $108.8 million in the first quarter, an increase of 4.3% from the prior year quarter. Sales in North America decreased 1.9% primarily due to lower customer demand for SBM products, partially offset by increased demand for SCC products. Sales in Latin America grew 41.1% driven by improved pricing, increased customer demand, and favorable currency translation. * Europe -- sales to customers in Europe, the Middle East, Africa and India were $58.1 million in the first quarter, a decrease of 2.0% from the prior year quarter, primarily due to weak customer demand for SBM products resulting from delayed project starts in the Middle East. * Asia -- sales to customers in Asia (excluding India), Australia and New Zealand were $40.7 million in the first quarter, an increase of 23.0% from the prior year quarter. Sales increased primarily due to higher sales volumes to new and existing customers throughout the region. Gross profit percentage was 33.7% in the first quarter compared with 34.7% in the prior year quarter and 33.6% in the 2010 fourth quarter. The decrease in gross profit percentage compared with the prior year quarter was primarily due to higher raw material costs partially offset by improved pricing. The increase in gross profit percentage compared with the 2010 fourth quarter was primarily due to improved pricing partially offset by higher raw material costs. Segment operating income for the first quarter was $16.3 million compared with $15.6 million for the prior year quarter, a 4.5% increase. The increase was primarily due to higher sales volumes and savings from restructuring actions taken in 2010, partially offset by lower gross profit percentage. Segment operating margin was 7.9%, equal to the prior year quarter. Corporate Costs Corporate costs increased $3.2 million in the first quarter compared with the prior year quarter primarily due to higher performance based incentive compensation and employee benefits costs. Pension Expense Defined benefit pension expense for the first quarter was $16.5 million compared with $19.8 million for the prior year quarter, a 16.7% decrease. The decrease in expense was primarily due to benefits from an accelerated plan contribution of approximately $180 million made in March 2011 and good pension plan asset performance in the U.S. in 2010. Grace expects the accelerated contribution to lower 2011 defined benefit pension expense by approximately $10 million. Interest Interest expense was $10.4 million for the first quarter compared with $9.9 million for the prior year quarter. The annualized weighted average interest rate on pre-petition obligations for the first quarter was 3.5%. Income Taxes Income taxes are recorded at a global effective tax rate of approximately 32% before considering the effects of certain non- deductible Chapter 11 expenses, changes in uncertain tax positions and other discrete adjustments. Grace has not been required to pay U.S. Federal income taxes in cash in recent years since available tax deductions and credits have fully offset U.S. taxable income. Income taxes in foreign jurisdictions are generally paid in cash. Grace expects to generate significant U.S. Federal net operating losses upon emergence from bankruptcy. Income taxes paid in cash, excluding tax settlements, were $8.9 million for the first quarter, or approximately 11% of income before income taxes. In addition, Grace paid $15.0 million to settle certain state income tax matters related to the 1990-1999 tax years. Cash Flow Performance Measure Adjusted Operating Cash Flow (see note A) was $20.9 million for the first quarter compared with $27.2 million in the prior year period. The decrease in cash flow was primarily due to increased net working capital to support higher sales volumes, partially offset by the resulting increase in earnings. Capital expenditures for the first quarter were $23.4 million compared with $17.9 million for the prior year period. Net working capital days were 61 days for the first quarter, compared with 54 days in the prior year quarter and 53 days in the 2010 fourth quarter. Chapter 11 Proceedings On Jan. 31, 2011, the Bankruptcy Court issued an order confirming Grace's Joint Plan of Reorganization (the "Plan"). The confirmation order must next be affirmed by the United States District Court. The District Court has scheduled a hearing for June 28, 2011 for oral argument on appeals to the confirmation order. The timing of Grace's emergence from Chapter 11 will depend on affirmation of the Plan by the District Court and the satisfaction or waiver of the other conditions set forth in the Plan, including the resolution of any further appeals. Grace is preparing to consummate the Plan as quickly as practicable. The Plan sets forth how all pre-petition claims and demands against Grace will be resolved. See Grace's most recent periodic reports filed with the SEC for a detailed description of the Plan. Investor Call Grace will discuss these results during an investor conference call and webcast [on April 26, 2011] starting at 11:00 a.m. ET. To access the call and webcast, interested participants should go to the Investor Information -- Investor Presentations portion of the company's Web site, http://www.grace.com/and click on the webcast link. Those without access to the Internet can listen to the investor call by dialing +1.866.700.5192 (international callers dial +1.617.213.8833) and entering conference ID #11358087. Investors are advised to access the call at least ten minutes early in order to register. An audio replay will be available from 2:00 p.m. ET on April 26 until 11:59 p.m. ET on May 3. The replay will be accessible by dialing +1.888.286.8010 (international callers dial +1.617.801.6888) and entering conference call ID #59597526. W. R. Grace & Co. and Subsidiaries Consolidated Balance Sheets (Unaudited) ========================================= Mar. 31, Dec. 31, Amounts in millions 2011 2010 ------------------- -------- -------- ASSETS Current Assets Cash and cash equivalents $819.4 $1,015.7 Restricted cash and cash equivalents 98.4 97.8 Trade accounts receivable, less allowance 429.5 380.8 Accounts receivable - unconsolidated affiliate 16.8 5.3 Inventories 303.6 259.3 Deferred income taxes 53.7 54.7 Other current assets 97.1 90.6 -------- -------- Total Current Assets 1,818.5 1,904.2 Properties and equipment, net 713.0 702.5 Goodwill 129.2 125.5 Deferred income taxes 839.0 845.0 Asbestos-related insurance 500.0 500.0 Overfunded defined benefit pension plans 32.8 35.6 Investments in unconsolidated affiliates 59.4 56.4 Other assets 96.0 102.5 -------- -------- Total Assets $4,187.9 $4,271.7 ======== ======== LIABILITIES AND EQUITY (DEFICIT) Liabilities Not Subject to Compromise Current Liabilities Debt payable within one year $34.0 $37.0 Debt payable - unconsolidated affiliate 2.4 2.3 Accounts payable 257.5 207.1 Accounts payable - unconsolidated affiliate 6.7 8.5 Other current liabilities 273.8 278.0 -------- -------- Total Current Liabilities 574.4 532.9 Debt payable after one year 2.6 2.9 Loan payable - unconsolidated affiliate 14.3 12.6 Deferred income taxes 35.1 34.6 Underfunded and unfunded defined benefit pension plans 337.6 539.8 Other liabilities 42.4 43.6 -------- -------- Total Liabilities Not Subject to Compromise 1,006.4 1,166.4 Liabilities Subject to Compromise Debt plus accrued interest 918.8 911.4 Income tax contingencies 93.6 93.8 Asbestos-related contingencies 1,700.0 1,700.0 Environmental contingencies 141.9 144.0 Postretirement benefits 180.2 181.1 Other liabilities and accrued interest 142.8 143.8 -------- -------- Total Liabilities Subject to Compromise 3,177.3 3,174.1 -------- -------- Total Liabilities 4,183.7 4,340.5 Equity (Deficit) Common stock 0.7 0.7 Paid-in capital 457.0 455.9 Accumulated deficit 85.9 31.7 Treasury stock, at cost (43.7) (45.9) Accumulated other comprehensive income (loss) (502.4) (518.1) -------- -------- Total W.R. Grace & Co. Shareholders' Equity (Deficit) (2.5) (75.7) Non-controlling interest 6.7 6.9 -------- -------- Total Shareholders' Equity (Deficit) 4.2 (68.8) -------- -------- Total Liabilities and Shareholders' Equity (Deficit) $4,187.9 $4,271.7 ======== ======== W. R. Grace & Co. and Subsidiaries Consolidated Statements of Operations Three Months Ended (Unaudited) Mar. 31 Mar. 31 =========================================== ======== ======== Amounts in millions 2011 2010 ------------------- -------- -------- Net sales $695.7 $614.9 Cost of goods sold 443.9 401.2 -------- -------- Gross profit 251.8 213.7 Selling, general and administrative expense 129.3 122.5 Restructuring expenses & rel. asset impairments 0.2 2.2 Research and development expenses 15.6 15.3 Defined benefit pension expense 16.5 19.8 Interest expense and related financing cost 10.4 9.9 Chapter 11 expenses, net of interest income 5.8 6.5 Equity in (earnings) losses of unconsolidated affiliates (3.5) (5.1) Other (income) expense, net (2.0) 2.4 -------- -------- Total costs and expenses 172.3 173.5 Income (loss) before income taxes 79.5 40.2 Benefit from (provision for) income taxes (25.5) 16.5 -------- -------- Net income (loss) 54.0 56.7 Less: Net loss (income) attributable to noncontrolling interest 0.2 (0.4) -------- -------- Net income (loss) attributable to W.R. Grace & Co. shareholders $54.2 $56.3 ======== ======== W.R. Grace & Co. and Subsidiaries Consolidated Statements of Cash Flows Three Months Ended (Unaudited) Mar. 31 Mar. 31 =========================================== ======== ======== Amounts in millions 2011 2010 ------------------- -------- -------- OPERATING ACTIVITIES Net income (loss) $54.0 $56.7 Reconciliation to net cash provided by (used for) operating activities: Depreciation and amortization 29.2 29.5 Equity in (earnings) losses of unconsolidated affiliates (3.5) (5.1) {Benefit from) provision for income taxes 25.5 (16.5) Income taxes (paid), net of refunds (23.9) (6.9) Defined benefit pension expense 16.5 19.8 Payments under defined benefit pension arrangements (207.3) (13.3) Changes in assets and liabilities, excluding effect of foreign currency translation: Trade accounts receivable (37.8) (19.6) Inventories (38.5) (20.6) Accounts payable 45.4 26.1 Other accruals and non-cash items (40.0) (55.7) -------- -------- Net cash provided by (used for) operating activities (180.4) (5.6) INVESTING ACTIVITIES Capital expenditures (23.4) (17.9) Transfer to restricted cash & cash equivalents (0.6) (77.0) Other investing activities (0.1) - -------- -------- Net cash (provided by) used for investing activities (24.1) (94.9) FINANCING ACTIVITIES Net repayments under credit arrangements (3.2) (7.2) Proceeds from exercise of stock options 1.9 4.3 Other financing activities 1.6 (0.8) -------- -------- Net cash (used for) financing activities 0.3 (3.7) Effect of currency exchange rate changes on cash and cash equivalents 7.9 (5.9) -------- -------- Increase (Decrease) in cash & cash equiv. (196.3) (110.1) Cash and cash equivalents, beginning of per 1,015.7 893.0 -------- -------- Cash and cash equivalents, end of period $819.4 $782.9 ======== ======== About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Wins OK to Implement 2011 Long-Term Incentive Plan -------------------------------------------------------------- Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware granted in its entirety W.R. Grace & Co. and its debtor affiliates' request to implement the W.R. Grace & Co. 2011 Long-Term Incentive Plan and to effectuate the incentive based grants of options to purchase Grace common stock made to certain eligible employees of the Debtors. Judge Fitzgerald authorized the Debtors, but not required, to implement the 2011 LTIP and adopt the 2011 Stock Incentive Plan. The Court retains jurisdiction to hear and determine all matters arising from or relating to the implementation of the order and the Debtors' 2011 LTIP and the 2011 Stock Incentive Plan. * * * In a Form 8-K regulatory filing with the U.S. Securities and Exchange Commission on April 13, 2011, Mark A. Shelnitz, Grace's secretary, said the 2011 Stock Incentive Plan provides for the grant of stock awards, stock options, net exercise options and any combination of stock awards, stock options and net exercise options to eligible employees, including executive officers and directors. The Compensation Committee of the Board of Directors determines which Key Persons will participate in the 2011 Stock Incentive Plan and the terms of any awards. An aggregate of 2.1 million shares have been authorized for issuance as awards over the term of the 2011 Stock Incentive Plan subject to adjustment only to reflect stock splits and similar events. Stock options and net exercise options granted under the Incentive Plan may not have a term longer than five years and one month from the date of grant. The 2011 Stock Incentive Plan limits awards to any participant, who is subject to Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, in any single calendar year to no more than one million shares, subject to adjustment only to reflect stock splits and similar events. Awards under the 2011 Stock Incentive Plan may be conditioned on continued employment, the passage of time or the satisfaction of performance vesting criteria, which criteria may be based on financial and business performance. Vesting requirements are determined by the Compensation Committee. The 2011 Stock Incentive Plan can be amended or terminated by the Compensation Committee, provided Grace will not, without stockholder approval, reduce the purchase price of an outstanding stock option, subject to adjustment only to reflect stock splits and similar events. A copy of the 2011 Grace Stock Incentive Plan is available is available http://ResearchArchives.com/t/s?75bd About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Proposes DeKalB County Consent Order ------------------------------------------------ W.R. Grace & Co. and its affiliates seek the Bankruptcy Court's authority to enter into an Administrative Settlement Agreement and Order on Consent for Removal Action with the United States of America resolving the Government's claims with respect to the Zonolite Road Site in Atlanta, DeKalb County, Georgia, and providing for environmental remediation of the Site. The Site is an Additional Site within the meaning of the Settlement Agreement Resolving the United States' Proof of Claim Regarding Certain Environmental Matters -- or the "Multi- Site Agreement -- entered by the Court on June 2, 2008. On March 1, 2011, the United States Environmental Protection Agency notified the Debtors, under the Additional Sites provision of the EPA Multi-Site Agreement, that they were making a claim against the Debtors with respect to environmental remediation response costs at the Site and other claims, liabilities or obligations of the Debtors to the Settling Federal Agencies under Sections 106 and 107 of the Comprehensive Environmental Response, Compensation, and Liability Act and other laws arising from acts, omissions or conduct of the Debtors, including liabilities arising from (a) prepetition generation, transportation, disposal or release of hazardous wastes or materials, or (b) prepetition ownership or operation of hazardous waste facilities. Since receiving the March 1, 2011 notice, the Debtors and the EPA have cooperated in preparing the Consent Order, says Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, & Jones LLP, in Wilmington, Delaware. The parties now desire, without any admission of fact, law or liability, to proceed with a remedy for the environmental remediation of the Site and resolve the EPA's claims and demands relating to the Site, she explains. Consent Order The Consent Order specifically resolves (a) the EPA's claims for the Site as an Additional Site under the Multi-Site Agreement, and (b) the demands for performance of or payment of costs associated with, the proposed Work as set forth in the Consent Order. In particular, the Consent Order requires the Debtors to perform and manage remediation at the Site based on parameters defined in the Consent Order and the EPA's Action Memorandum attached to the Consent Order. The Consent Order and Action Memorandum call for, among other things, excavation and removal of asbestos-containing soils to native soil in the vicinity of the "plateau area" with disposal offsite at an approved facility. EPA's cost estimate for its performance of the remedial actions at the Site is approximately $2.1 million. The Debtors' cost estimate for the same work is in the range of $1.0 to $1.5 million. Remediation and Site restoration will take approximately 8 to 10 weeks to complete. With respect to the EPA's Past Response Costs, the Debtors agree under the Consent Order to pay $184,627 to the EPA for costs- incurred through March 16, 2011. Consistent with the Multi-Site Agreement, the Debtors' obligation to pay the Past Response Costs is in the form of an allowed general unsecured claim against the Debtors' Chapter 11 estates. The Allowed Past Response Cost Claim will be paid within 30 days after the effective date of the Plan of Reorganization for the Debtors in the same manner as all other allowed general unsecured claims. Notwithstanding what the Plan of Reorganization may provide, however, interest on the Allowed Past Response Cost Claim will not accrue until 30 days after the Effective Date of the Consent Order, at which point, interest will accrue on the Allowed Past Response Cost Claim at the rate established by Section 9507 of the Internal Revenue Code. Under the Consent Order, the Debtors also agree that they will pay EPA's Future Response Costs, which will be payable within 30 days of the Debtors' receipt of each bill requiring payment or within 30 days of the Plan's Effective Date, whichever is later. In return for the obligations to be assumed by the Debtors under the Consent Order, the Government will provide the Debtors with a covenant not to sue for matters addressed under the Consent Order, which matters include implementation of the Action Memorandum. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Court of Appeals Dismisses Anderson Appeal ------------------------------------------------------ A three-member panel of the United States Court of Appeals for the Third Circuit composed of Judges Barry, Fisher and Nygaard granted W.R. Grace & Co.'s motion to dismiss the appeal filed by Anderson Memorial Hospital. To recall, Bankruptcy Court Judge Judith Fitzgerald denied without prejudice Anderson Memorial's request for class certification, on behalf of a class of individuals or property owners whose properties have been damaged or allegedly damaged by asbestos- containing products manufactured by the Debtors. Appellate Court Judge Maryanne Trump Barry opined that a district court's determination that an action may not be maintained as a class action under Rule 23 is not a final decision within the meaning of Section 1291 of the Judiciary and Judicial Procedures, citing In re Coopers & Lybrand v. Livesay, 437 U.S. 463, 464-65, 470 (1978), which reversed the Court of Appeals and holding district court's determination that action may not be maintained as class action under Rule 23 is not final decision as order refusing to certify class "does not of its own force terminate the entire litigation because plaintiff is free to proceed on his individual claim." The Appellate Court also cited In re Nelson v. County of Allegheny, 60 F.3d 1010, 1013 (3d Cir. 1995), which noted that denial of class certification by federal court is interlocutory and not immediately appealable. Moreover, the Appellate Court also noted that four factors to be considered when determining the finality of a bankruptcy court order weigh against a finding that the Bankruptcy Court order denying class certification should be final, citing In re Blatstein, 192 F.3d 88, 94 (3d Cir. 1999), which stated that factors include impact of order's consideration of merits of appeal upon assets of bankruptcy estate, the necessity for further fact-finding on remand, the preclusive effect of a decision on merits of future litigation and whether judicial economy would be furthered if jurisdiction was exercised. The Bankruptcy Court order is not reviewable under the collateral order doctrine, Judge Barry said. Coopers, 437 U.S. at 469, applied the collateral order doctrine and found that exception does not apply to order refusing to certify class. Because the Bankruptcy Court's order was interlocutory, the District Court's decision whether to exercise jurisdiction to review the order denying class certification was discretionary, Judge Barry added. The Appellate Court said it cannot review that discretionary decision. In re Commerce Bank v. Mountain View Vill., 5 F.3d 34, 36 (3d Cir. 1993) said that although this Court has jurisdiction over final orders of the district court in appeals from final orders of bankruptcy judge, it does not have jurisdiction "over a district court's discretionary review of a bankruptcy judge's interlocutory order[]. In re Brown, 916 F.2d 120, 124 (3d Cir. 1990) noted that if order of bankruptcy court is affirmed on interlocutory appeal, subsequent appeal to court of appeals not permitted under Section 158(d) of the Judiciary and Judicial Procedures. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) XINERGY CORP: S&P Assigns 'B-' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services assigned its preliminary 'B-' corporate credit rating to Knoxville, Tenn.-based Xinergy Corp. The rating outlook is stable. "At the same time, we assigned a preliminary 'B-' issue-level rating (the same as the corporate credit rating), to the company's proposed $200 million senior secured notes due 2019. The preliminary recovery rating on these notes is '4', indicating our expectation that lenders can expect average (30% to 50%) recovery in the event of a payment default. The ratings are based on preliminary terms and conditions. The notes are being sold pursuant to Rule 144A and will not be registered securities. Proceeds from the proposed note offering will be used to repay existing indebtedness, fund capital expenditures, and provide liquidity for the company's operations," S&P related. "The preliminary 'B-' corporate credit rating reflects the combination of the company's highly leveraged financial profile and its vulnerable business risk profile. Pro forma for the proposed transaction, the company is highly leveraged with pro forma adjusted debt to 2010 EBITDA at about 9x," said Standard & Poor's credit analyst Marie Shmaruk. "Even with expected higher volumes and EBITDA, leverage is likely to remain about 5x through 2011, and we expect the company to be cash flow negative." The company is a small producer. It currently operates seven mines at two mining complexes in West Virginia and Eastern Kentucky and has about 87 million tons of proven and probable reserves. All of the company's reserves and production are concentrated in one basin, which exposes the company to unfavorable regional regulation, local transportation disruptions, and the variability of market demand for the specific coal produced in that region. In 2010, the company sold about 1.3 million tons of steam coal to electric utilities, with the top two customers representing about 75% of sales in 2010. Approximately 90% its production is expected to come from surface mines in 2011, which generally have lower mining costs. "This should result in cash costs in the $55 to $60 per ton range, which we believe is relatively favorable for a CAPP producer," S&P noted. "The stable rating outlook reflects our expectation that the company has adequate pro forma liquidity to fund its operations and its construction program for the next year or so. At the end of 2011, we expect the company to have liquidity in the $75 million to $100 million area, which we deem sufficient to support the current rating. In our view, if the company successfully completes the proposed offering, it should have sufficient funds to complete several proposed expansion projects during the next several quarters, and have adequate cash to fund operations while it improves its financial metrics to levels that would support the 'B-' rating. Without this financing the rating would likely be lower," S&P continued. A negative rating action could occur if the company's liquidity becomes tight because of construction delays or cost overruns or it has difficulties in finding customers for its coal at levels sufficient to support liquidity close to current levels. A positive rating action is unlikely in the near term given the company's size, scope, and aggressive capital plans. "However, longer term, we would consider a positive rating action if the company can grow its volumes and earnings significantly while keeping its costs around current levels, it can obtain multi-year contracts for its planned output, and if we see a clear trend of improving credit metrics and positive cash flow," S&P stated. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In Re Hartford Builders, Inc. Bankr. C.D. Calif. Case No. 11-26048 Chapter 11 Petition filed April 13, 2011 See http://bankrupt.com/misc/cacb11-26048.pdf In Re Sayre & Levitt LLP Bankr C.D. Calif. Case No. 11-15241 Chapter 11 Petition filed April 13, 2011 filed pro se In Re TBA Property Management, LP Bankr. C.D. Calif. Case No. 11-11720 Chapter 11 Petition filed April 13, 2011 See http://bankrupt.com/misc/cacb11-11720.pdf In Re Gulf Coast Refrigeration, Inc. Bankr. W.D. La. Case No. 11-50532 Chapter 11 Petition filed April 13, 2011 See http://bankrupt.com/misc/lawb11-50532.pdf In Re LoneWa Missionary Baptist Church Bankr. W.D. La. Case No. 11-30635 Chapter 11 Petition filed April 13, 2011 See http://bankrupt.com/misc/lawb11-30635.pdf In Re Tony Morgado Construction LLC Bankr. D. N.H. Case No. 11-11464 Chapter 11 Petition filed April 13, 2011 See http://bankrupt.com/misc/nhb11-11464.pdf In Re Lap Band Solutions, LLC Bankr. N.D. Texas Case No. 11-32549 Chapter 11 Petition filed April 13, 2011 See http://bankrupt.com/misc/txnb11-32549.pdf In Re Alexander Zolfaghari Bankr. D. Ariz. Case No. 11-10535 Chapter 11 Petition filed April 14, 2011 In Re Fredrick Burton Bankr. C.D. Calif. Case No. 11-26240 Chapter 11 Petition filed April 14, 2011 In Re Jorge Zuniga Bankr. C.D. Calif. Case No. 11-14638 Chapter 11 Petition filed April 14, 2011 In Re Mauricio Vasquez Bankr. C.D. Calif. Case No. 11-26287 Chapter 11 Petition filed April 14, 2011 In Re Universal Ice Blast Inc. Bankr. C.D. Calif. Case No. 11-15291 Chapter 11 Petition filed April 14, 2011 In Re Scott Hudgins Bankr. C.D. Calif. Case No. 11-15299 Chapter 11 Petition filed April 14, 2011 In Re Kenneth Pearson Bankr. E.D. Calif. Case No. 11-29265 Chapter 11 Petition filed April 14, 2011 In Re Epicurean, Inc. Bankr. S.D. Calif. Case No. 11-06182 Chapter 11 Petition filed April 14, 2011 See http://bankrupt.com/misc/casb11-06182.pdf In Re A & M Mortgage Corp. Bankr M.D. Fla. Case No. 11-07002 Chapter 11 Petition filed April 14, 2011 filed pro se In Re Paul Bowen Bankr. S.D. Fla. Case No. 11-20058 Chapter 11 Petition filed April 14, 2011 In Re Felecia Garrett Bankr. N.D. Ill. Case No. 11-15966 Chapter 11 Petition filed April 14, 2011 In Re Ekow Ocran Bankr. D. Md. Case No. 11-17820 Chapter 11 Petition filed April 14, 2011 In Re Rudy Hernandez Bankr. D. Nev. Case No. 11-15598 Chapter 11 Petition filed April 14, 2011 In Re Martinez Excavating, Inc. Bankr. D. N.M. Case No. 11-11667 Chapter 11 Petition filed April 14, 2011 See http://bankrupt.com/misc/nmb11-11667p.pdf See http://bankrupt.com/misc/nmb11-11667c.pdf In Re The Firm Fitness LLC Bankr. E.D.N.Y. Case No. 11-72536 Chapter 11 Petition filed April 14, 2011 See http://bankrupt.com/misc/nyeb11-72536.pdf In Re Vinnick, LLC t/a Peter Pox Pub Bankr. E.D. Pa. Case No. 11-13062 Chapter 11 Petition filed April 14, 2011 See http://bankrupt.com/misc/paeb011-13062.pdf In Re Heights Melrose Group, LLC Bankr. S.D. Texas Case No. 11-33380 Chapter 11 Petition filed April 14, 2011 See http://bankrupt.com/misc/txsb11-33380.pdf In Re FORE Foundation Bankr. W.D. Wash. Case No. 11-14294 Chapter 11 Petition filed April 14, 2011 In Re Roy Emery, Jr. Bankr. D. Ariz. Case No. 11-10583 Chapter 11 Petition filed April 15, 2011 In Re Don Chente Inc., a California Corporation dba Don Chente Car & Grill fka Tacos Don Chente dba Don Chente Bar & Grill fka Tacos Don Chente Bankr. C.D. Calif. Case No. 11-26508 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/cacb11-26508.pdf In Re El Pescador Inc. dba El Pescador Bar & Grill Bankr. C.D. Calif. Case No. 11-26500 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/cacb11-26500.pdf In Re Hector's Place LLP Bankr C.D. Calif. Case No. 11-26472 Chapter 11 Petition filed April 15, 2011 filed pro se In Re VOA Inc., A California Corporation dba El Pescador Bankr. C.D. Calif. Case No. 11-26504 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/cacb11-26504.pdf In Re Zion Usa, Inc. Bankr. C.D. Calif. Case No. 11-26414 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/cacb11-26414.pdf In Re Gary Atkins Bankr. E.D. Calif. Case No. 11-91328 Chapter 11 Petition filed April 15, 2011 In Re Tegeste Ketaw Bankr. D.C. Case No. 11-00294 Chapter 11 Petition filed April 15, 2011 In Re Corvin Morris Bankr. M.D. Fla. Case No. 11-07141 Chapter 11 Petition filed April 15, 2011 In Re Clayland Marble & Tile, Inc. Bankr. D. Md. Case No. 11-17898 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/mdb11-17898p.pdf See http://bankrupt.com/misc/mdb11-17898c.pdf In Re Winters Sheet Metal Inc. Bankr. D. Md. Case No. 11-17931 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/mdb11-17931p.pdf See http://bankrupt.com/misc/mdb11-17931c.pdf In Re Saisuda Saedan Bankr. D. Nev. Case No. 11-15654 Chapter 11 Petition filed April 15, 2011 In Re Victor Pantaleoni Bankr. D. Nev. Case No. 11-15623 Chapter 11 Petition filed April 15, 2011 In Re Fisher Shallenburg, Inc. dba More Than Christmas on Main fdba My Favorite Season Inc. Bankr. W.D. N.C. Case No. 11-10383 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/ncwb11-10383.pdf In Re Trattoria Lucia Corp. Bankr. E.D.N.Y. Case No. 11-43141 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/nyeb11-43141.pdf In Re Justin Hillegass Bankr. W.D. Pa. Case No. 11-70404 Chapter 11 Petition filed April 15, 2011 In Re D. Jared Hillegass Bankr. W.D. Pa. Case No. 11-70405 Chapter 11 Petition filed April 15, 2011 In Re Austin Azul, LLC dba Antonio's Mexican Restaurant Bankr. W.D. Texas Case No. 11-10935 Chapter 11 Petition filed April 15, 2011 See http://bankrupt.com/misc/txwb11-10935.pdf In Re 2519 Jackson Street LLC Bankr. W.D. Wash. Case No. 11-14349 Chapter 11 Petition filed April 15, 2011 In Re Federal Trustee Services, Inc. Bankr. W.D. Wash. Case No. 11-43034 Chapter 11 Petition filed April 15, 2011 In Re Travis Leage Bankr. C.D. Calif. Case No. 11-11778 Chapter 11 Petition filed April 16, 2011 In Re Walter Loo Bankr. N.D. Calif. Case No. 11-44153 Chapter 11 Petition filed April 16, 2011 In Re Palomar Hangar, LLC Bankr. S.D. Calif. Case No. 11-06308 Chapter 11 Petition filed April 17, 2011 See http://bankrupt.com/misc/casb11-06308p.pdf See http://bankrupt.com/misc/casb11-06308c.pdf In Re Dinash Yanamadula Bankr. M.D. Fla. Case No. 11-02784 Chapter 11 Petition filed April 17, 2011 In Re 9980 106Th St. Bankr. D. Ariz. Case No. 11-10731 Chapter 11 Petition filed April 18, 2011 In Re Larry Miller Bankr. D. Ariz. Case No. 11-10746 Chapter 11 Petition filed April 18, 2011 In Re THI, Inc. Bankr. E.D. Ark. Case No. 11-12536 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/areb11-12536.pdf In Re Wesley McCabe Bankr. W.D. Ark. Case No. 11-71813 Chapter 11 Petition filed April 18, 2011 In Re Bell Private Security, Inc. Bankr. C.D. Calif. Case No. 11-15482 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/cacb11-15482.pdf In Re Ory Levanon Bankr. C.D. Calif. Case No. 11-14781 Chapter 11 Petition filed April 18, 2011 In Re Vatche Boyadjian Bankr. C.D. Calif. Case No. 11-14769 Chapter 11 Petition filed April 18, 2011 In Re Richard Tipton Bankr. N.D. Calif. Case No. 11-53640 Chapter 11 Petition filed April 18, 2011 In Re Lilian Dominguez-Infante Bankr. S.D. Calif. Case No. 11-06348 Chapter 11 Petition filed April 18, 2011 In Re Absolute Natural Blenders, Inc. Bankr. M.D. Fla. Case No. 11-05652 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/flmb11-05652.pdf In Re Julase Incorporated dba Structural Steel of Brevard Bankr. M.D. Fla. Case No. 11-05598 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/flmb11-05598.pdf In Re Mister Marlin, USA LLC dba Mister Milano Bankr. S.D. Fla. Case No. 11-20365 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/flsb11-20365.pdf In Re Molano Holdings Uno Inc. Bankr. S.D. Fla. Case No. 11-20290 Chapter 11 Petition filed April 18, 2011 filed pro se In Re Mohamed Ahmed Bankr. D. Ga. Case No. 11-61754 Chapter 11 Petition filed April 18, 2011 In Re Keith Rasmussen Bankr. D. Idaho Case No. 11-40571 Chapter 11 Petition filed April 18, 2011 In Re Parkash Talwar Bankr. N.D. Ill. Case No. 11-16504 Chapter 11 Petition filed April 18, 2011 In Re Select Marketing Solutions, Ltd. Bankr. N.D. Ill. Case No. 11-16396 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/ilnb11-16396.pdf In Re Sportsplex Athletics of Maryland dba Greenbelt Sportsplex Bankr. D. Md. Case No. 11-18120 Chapter 11 Petition filed April 18, 2011 http://bankrupt.com/misc/mdb11-18120.pdf In Re The Christmas Goose, LTD Bankr. D. Md. Case No. 11-18113 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/mdb11-18113p.pdf See http://bankrupt.com/misc/mdb11-18113c.pdf In Re 16 Maujer Street HDFC Bankr. E.D.N.Y. Case No. 11-43218 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/nyeb11-43218.pdf In Re 552 W 24th LLC Bankr. E.D.N.Y. Case No. 11-43231 Chapter 11 Petition filed April 19, 2011 filed pro se In Re Buzz Parking II LLC Bankr. S.D.N.Y. Case No. 11-11782 Chapter 11 Petition filed April 18, 2011 See http://bankrupt.com/misc/nysb11-11782.pdf In Re Mark Wasmuth Bankr. M.D. N.C. Case No. 11-80633 Chapter 11 Petition filed April 18, 2011 In Re Araceli Rivera Serrano Bankr. D. Puerto Rico Case No. 11-03265 Chapter 11 Petition filed April 18, 2011 In Re Noel Hornsby Bankr. S.D. Texas Case No. 11-33422 Chapter 11 Petition filed April 18, 2011 In Re Jeremy Renter Bankr. D. Ariz. Case No. 11-10913 Chapter 11 Petition filed April 19, 2011 In Re Cactus Outdoor Inc. dba Cactus Bike Bankr. D. Ariz. Case No. 11-10926 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/azb11-10926.pdf In Re Mario Rodriguez Bankr. D. Ariz. Case No. 11-10949 Chapter 11 Petition filed April 19, 2011 In Re Fantasy Homes Construction, LLC Bankr. E.D. Ark. Case No. 11-12573 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/areb11-12573.pdf In Re Tee Time Express, Inc. Bankr. E.D. Ark. Case No. 11-12548 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/areb11-12548.pdf In Re Richard Hale Bankr. C.D. Calif. Case No. 11-22902 Chapter 11 Petition filed April 19, 2011 In Re Susan Cho Bankr. C.D. Calif. Case No. 11-15484 Chapter 11 Petition filed April 19, 2011 In Re Vicente Ortiz Bankr. C.D. Calif. Case No. 11-26884 Chapter 11 Petition filed April 19, 2011 In Re Henry Fajardo Bankr. E.D. Calif. Case No. 11-14536 Chapter 11 Petition filed April 19, 2011 In Re Don Henry Bankr. D.C. Case No. 11-00305 Chapter 11 Petition filed April 19, 2011 In Re Advanced Mobility Solutions, Inc. dba Mobility World Bankr. M.D. Fla. Case No. 11-07316 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/flmb11-07316.pdf In Re Finnegans Wake of St. Augustine, Inc. aka Finnegans Wake Grill & Pub aka Finnegans Wake on A1A Bankr. M.D. Fla Case No. 11-02821 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/flmb11-02821.pdf In Re DonMar Equities LLC Bankr. S.D. Ind. Case No. 11-04770 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/insb11-04770.pdf In Re Stohne Rentals LLC Bankr. S.D. Ind. Case No. 11-04771 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/insb11-04771.pdf In Re James Zych Bankr. D. Minn. Case No. 11-60402 Chapter 11 Petition filed April 19, 2011 In Re Thomas Zych Bankr. D. Minn. Case No. 11-60403 Chapter 11 Petition filed April 19, 2011 In Re Sir Jeff Limited Partnership Bankr. D. Nev. Case No. 11-15801 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/nvb11-15801.pdf In Re Jose Unson Bankr. D. Nev. Case No. 11-15796 Chapter 11 Petition filed April 19, 2011 In Re Joy Kiddie Shops, Inc. dba Joy Stride Rite Bankr. E.D. Pa. Case No. 11-13126 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/paeb11-13126.pdf In Re Joy Shoe Stores Inc. Bankr. E.D. Pa. Case No. 11-13127 Chapter 11 Petition filed April 19, 2011 In Re Joy Shoes of Deptford Inc. Bankr. E.D. Pa. Case No. 11-13128 Chapter 11 Petition filed April 19, 2011 In Re Robert Driver Bankr. M.D. Tenn. Case No. 11-04010 Chapter 11 Petition filed April 19, 2011 In Re Colin-G Management, LLC Bankr. N.D. Texas Case No. 11-32631 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/txnb11-32631.pdf In Re Gerald Houser Bankr. N.D. Texas Case No. 11-32633 Chapter 11 Petition filed April 19, 2011 In Re Valley View Electric, L.P. Bankr. W.D. Texas Case No. 11-51412 Chapter 11 Petition filed April 19, 2011 See http://bankrupt.com/misc/txwb11-51412.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. 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 ***