/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110518.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 18, 2011, Vol. 15, No. 136 Headlines 207 REDWOOD: Disclosures Hearing Postponed to Aug. 17 3900 BISCAYNE: Miami Television Studio Files for Chapter 11 ALBAUGH INC: Fitch Maintains Issuer Default Rating at 'B+' ALIN PARTY: Case Summary & 20 Largest Unsecured Creditors ALPHA NATURAL: S&P Rates $1.5-Bil. Sr. Unsecured Notes at 'BB' AMBAC FIN'L: Proposes to Assume And Assign Kingston Lease AMBASSADORS INT'L: Committee Taps Bifferato as Delaware Counsel AMBASSADORS INT'L: Committee Taps Lowenstein Sandler as Co-Counsel ASURION CORP: S&P Assigns 'B+' Counterparty Credit Rating AXION INTERNATIONAL: Presented at MDB Capital Bright Conference BANKUNITED FIN'L: Section 341(a) Meeting Scheduled for June 6 BANKUNITED FIN'L: Proposes Bast Amron as Special Counsel BANNING LEWIS: Colorado Springs Objects to Auction BION ENVIRONMENTAL: Incurs $1.99-Mil. Net Loss in March 31 Qtr. BLENKO GLASS: Garnishment of Funds Prompt Bankruptcy Filing BLENKO GLASS: Case Summary & 20 Largest Unsecured Creditors BOURBON SALOON: Case Summary & 20 Largest Unsecured Creditors BOWE BELL + HOWELL: Sets May 31 Auction for Business BRIGHAM EXPLORATION: Moody's Assigns Caa1 Rating to New Notes BRIGHAM EXPLORATION: S&P Rates $250MM Sr. Unsec. Notes at 'CCC+' CARIBE MEDIA: U.S. Trustee Unable to Form Committee CENTENE CORP: Moody's Rates Senior Notes at Ba2; Outlook Stable CENTENE CORP: S&P Gives 'BB' Rating on $250MM Sr. Unsecured Notes CENTER COURT: Taps Martin D. Gross as Counsel CHARLESTON ASSOCIATES: Wants Plan Exclusivity Until June 29 CHARLESTON ASSOCIATES: Taps Neal Wolf as Counsel CHINA TEL GROUP: Tay Lee Discloses 16.4% Equity Stake CHINA TEL GROUP: George Alvarez Discloses 50% Equity Stake CIRCUS AND ELDORADO: Moody's Doubts Ability to Refinance Debt CITGO PETROLEUM: Fitch Affirms 'B+' Issuer Default Rating CMB III: U.S. Trustee, Union Fidelity Object to Plan COKAS DIKO: Vows to Exit Chapter 11 as More Robust Business COVENTRY HEALTH: Moody's Reviews Ba1 Senior Debt Rating DALPHIS HOLDING: Voluntary Chapter 11 Case Summary DONNELLEY & SONS: S&P Lowers Corporate Credit Rating to 'BB+' E*TRADE FINANCIAL: S&P Rates $435MM Sr. Unsecured Notes at 'B-' EARTHLINK INC: S&P Assigns 'B' Corporate Credit Rating EAST AHM: Case Summary & 20 Largest Unsecured Creditors ELDORADO RESORTS: Moody's Assigns 'B2' CFR; Outlook Stable ELDORADO RESORTS: S&P Assigns Prelim. 'B+' Corp. Credit Rating ELITE PHARMACEUTIALS: Wistar Morris Holds 21.09% Equity Stake EMISPHERE TECHNOLOGIES: Says Cash to Last Only Until June ENEA SQUARE: Section 341(a) Meeting Scheduled for June 6 ENERGIZER HOLDINGS: S&P Says Credit Measures Closer to 'BB' Rating EXIDE TECHNOLOGIES: Settles Ch. 11 Suit With Ansell For $2.7M EXIDE TECHNOLOGIES: Reaches Deal with Tonolli Committee FINANCIAL GUARDIAN: Case Summary & 3 Largest Unsecured Creditors FIRST FEDERAL: Bear State Discloses 94.6% Equity Stake FONAR CORP: Reports $1.18-Mil. Net Income in Fiscal 3rd Quarter FONAR CORP: Regains Compliance With All NASDAQ Listing Standards FORUM HEALTH: Court Disapproves Plan Outline for Committee's Plan GARDNER DENVER: S&P Affirms 'BB' Corporate Credit Rating GENERAL MARITIME: Sees $82.5MM Vessel Operating Expenses for 2011 GENERAL MARITIME: Registers 7.50MM Shares Under Incentive Plan GENWORTH MORTGAGE: S&P Lowers Underlying Ratings on CaHLIF Bonds GIBSON ENERGY: Moody's Affirms B1 Corporate Family Rating GLC LIMITED: Files Schedules of Assets & Liabilities GLOBAL CAPACITY: Completes Sale of All Assets to Pivotal Group GRADY INVESTMENT: Court Orders Real Estate to be Sold at Auction GRAMERCY PARK: Files Sale-Based Chapter 11 Plan GRAMERCY PARK: Proposes Alchemy-Led Auction for Assets GREYSTONE PHARMACEUTICALS: Plan to Pay Unsecureds in 9 Years GULF SOUTH: Case Summary & 20 Largest Unsecured Creditors GULFSTREAM INT'L: Victory Park Completes Purchase of Business HAMPTON ROADS: Promotes C. Parker to Pres. Outer Banks Market HARRY & DAVID: Court Approves $300 Million Financial Bailout HEARUSA, INC: Files for Chapter 11 to Sell Assets to Demant HEARUSA, INC: Case Summary & 20 Largest Unsecured Creditors HYMAN FAMILY: Shuts Down Two Susie's Deals Stores in Anaheim JBS SA: Fitch Affirms Issuer Default Rating at 'BB-' JBS USA: Moody's Assigns Ba3 Rating to Sr. Secured Term Loan JEVIC TRANS: Settles Preference Claims With Schneider, Caterpillar JILL CHAMBER: Campaign Fund Exposed to Creditors JONATHAN DUEA: Files for Chapter 11 Bankruptcy Protection KENNER DERMATOLOGY: Case Summary & 6 Largest Unsecured Creditors KIK CUSTOM: S&P Raises Long-Term Corporate Credit Rating to 'B-' KINDRED HEALTHCARE: Moody's Rates Senior Note Offering at B3 KINDRED HEALTHCARE: S&P Gives 'B-' Rating on $550MM Sr. Notes KT SPEARS: Sec. 341 Creditors' Meeting Set for June 2 KUAKINI HEALTH: Moody's Affirms Ba1 Bond Rating; Outlook Stable LEGEND HOMES: Broker Has Mystery Buyer for Witham Oaks LOMBARD PUBLIC: S&P Removes 'B-' Rating on Bonds From Watch Pos. MAJESTIC CAPITAL: Wants to Hire Genova & Malin as Local Counsel MAJESTIC CAPITAL: Wants to Hire Day Seckler as Financial Advisors MAJESTIC CAPITAL: Taps Michelman & Robinson as Special Counsel METROPARK USA: GA Keen Realty Advisors Selected to Market Ex-Sites METROPARK USA: Seeks to Employ Cooley LLP as Bankruptcy Counsel METROPARK USA: May 23 Final Hearing on Cash Collateral Motion Set MICA REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors MICROBILT CORP: Section 341(a) Meeting Scheduled for June 16 MICROBILT CORP: Court OKs Lowenstein Sandler as Counsel MICROBILT CORP: Court OKs Maselli Warren as Special Counsel MIDWEST THEATRES: June Auction Will Not Disrupt Operations MMRGLOBAL INC: Unregistered Sales of Securities Exceed Threshold MORRISON BROTHERS: Voluntary Chapter 11 Case Summary NATHAN REUTER: Contests $2-Mil. Ruling at Court of Appeals NEIMAN MARCUS: Moody's Upgrades Corporate Family Rating to B2 NEW GRANGE: Case Summary & 23 Largest Unsecured Creditors NORDQUIST SIGN: Assets Bought by Platinum Group From Lender ORDWAY RESEARCH: Taps JC Jones as Financial Advisors ORDWAY RESEARCH: May 25 Hearing on Use of KeyBank Cash Collateral PARK LANE: Involuntary Chapter 11 Case Summary PATIENT SAFETY: Registers 31.7-Mil. Shares for Resale PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating PEREGRINE DEVELOPMENT: Sec. 341 Creditors' Meeting on June 3 PERKINS & MARIE: Inks Forbearance, In Talks with Noteholders PETROFLOW ENERGY: Court OKs Buy Out & Settlement of Legal Matters PHILLIPS RENTAL: Can Use Banks' Cash Collateral Until June 10 PRIMEDIA INC: Moody's Says Ratings Unaffected by LBO Announcement PROJECT EAST: Case Summary & 18 Largest Unsecured Creditors RANDAZZO PROPERTY: Voluntary Chapter 11 Case Summary RANDOLPH PROPERTIES: Hearing on Key Issues Continued to June 14 REGAL ENTERTAINMENT: Incurs $23.7-Mil. Net Loss in First Quarter R.R. DONNELLEY: Moody's Downgrades Debt Rating to 'Ba1' SAND HILL: CNH Capital and Towmeys Object to Plan Outline SATISFIED BRAKE: Files Chapter 15 Petition in Kentucky SATISFIED BRAKE: Chapter 15 Case Summary SCOVILL FASTENERS: Global Equity-Led Auction Set for June 8 SHAMROCK-SHAMROCK: 70 Fla. Real Estate Parcels in Chapter 11 SOUTHLAKE AVIATION: Wants to Dismiss Chapter 11 Case SRAM CORP: Moody's Rates 1st Lien Credit Facility at 'Ba2' SRAM LLC: S&P Affirms 'B+' Corporate Credit Rating STEM INT'L: Files for Chapter 11 Bankruptcy Protection STRATEGIC AMERICAN: Provides Update on Reserve & April Production SUFFOLK REGIONAL OTB: Files Plan, Faces Chapter 9 Challenge SUSTAINABLE ENVIRONMENTAL: Amends Sept. 30 Quarterly Report TENNCO FOOD: Case Summary & 20 Largest Unsecured Creditors TEREX CORP: Moody's Affirms B2 Rating; Outlook Changed to Negative TIM BLIXSETH: To Seek Dismissal of Involuntary Case Today TOYS R US DELAWARE: S&P Keeps Rating on $400MM Term Loan at 'BB-' TX BLACKHORSE: Secured Creditors to Be Paid Over Time U.S. POSTAL: Warns It Could Become Insolvent VALLEJO, CA: May Beat Bankruptcy by July, Officials Say VERIFONE INC: Moody's Upgrades CFR to Ba3; Outlook Positive VIVAKOR INC: Terminates MOU to Merge with Resolution Biomedical WATERSCAPE RESORT: Files Plan to Pay Creditors After Hotel Sale WAVE SYSTEMS: Incurs $2.25 Million Net Loss in 1st Quarter WESLEY ENHANCED: Fitch Downgrades L-T Rating to 'BB' WESTMORELAND COAL: Incurs $18.7-Mil. First Quarter Net Loss WOLF MOUNTAIN: ASC Utah Seeks Dismissal of Chapter 11 Filing * 60-Day Limit for Direct Appeal is Jurisdictional * Judge Posner Rules Against IRS on Tax Lien Rent Priority * Upcoming Meetings, Conferences and Seminars ********* 207 REDWOOD: Disclosures Hearing Postponed to Aug. 17 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has granted the motion of 207 Redwood LLC for the second extension of its exclusive solicitation period by 60 days, or until June 2, 2011, and the postponement of the hearing to consider of the approval of the disclosure statement explaining its Plan of Reorganization to Aug. 17, 2011, at 10:00 a.m. As reported in the TCR on April 25, 2011, the Debtor said it needs the extension to conclude negotiations with its secured lender, RL BB Financial LLC and other parties-in-interests, on a consensual resolution of the Chapter 11 case. As reported in the TCR on March 17, 2011, under the Plan, holders of Interests in the Debtor will not receive or retain anything on account of their Interests, and their Interests will be canceled and extinguished as of the Effective Date. The Debtor's largest secured creditor, RL BB Financial, will be paid 100% of its allowed Secured Claim over time. Harbor Hotel Developers LLC, as the New Investor, will acquire the equity interests of the Reorganized Debtor in consideration for funding the Plan and will make all distributions under the Plan. All property of the Debtor's Estate not otherwise specifically treated under the Plan will become Reorganized Debtor's property. Claims held by the Debtor's creditors will be paid from (a) income generated by the Reorganized Debtor or (b) additional capital provided by the New Investor. Moreover, funds needed to finish renovations of the Property and to operate the Property will be paid by the New Investor. A full-text copy of the Disclosure Statement is available at no charge at http://bankrupt.com/misc/207REDWOOD_DS.pdf About 207 Redwood Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11 protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010. James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney LLC, in Annapolis, Md., assist the Debtor in its restructuring effort. In its amended schedules, the Debtor disclosed $14,500,000 in assets and $24,097,109 in liabilities as of the Petition Date. 3900 BISCAYNE: Miami Television Studio Files for Chapter 11 ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the owner of part of the site for the studios of television station WLBW in Miami filed for Chapter 11 protection, owing $10.8 million on a mortgage with Branch Banking & Trust Co. The petition by 3900 Biscayne LLC says the property is valued at $13.5 million. The property, at 3900 Biscayne Boulevard in Miami, generated $795,000 in revenue in 2010. 3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-22948) on May 12, 2011, in Miami. Peter D. Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Florida, represents the Debtor in its Chapter 11 effort. The Debtor disclosed $14,857,484 in total assets and $13,691,533 in total liabilities as of the Chapter 11 filing. A case summary for 3900 Biscayne is in the May 16, 2011 edition of the Troubled Company Reporter. ALBAUGH INC: Fitch Maintains Issuer Default Rating at 'B+' ---------------------------------------------------------- Fitch Ratings has withdrawn the rating for Albaugh, Inc.'s (Albaugh) planned $300 million senior unsecured notes issuance. The company has postponed the issuance of the notes until further notice. Fitch maintains Albaugh's Issuer Default Rating (IDR) at 'B+' and the rating for the senior secured credit facilities at 'BB+/RR1'. The Outlook for the Ratings is Stable. ALIN PARTY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Alin Party Supply Co. dba Party Depot dba Alin's Party Depot dba Halloween America 6493 Magnolia Ave. Riverside, CA 92506 Bankruptcy Case No.: 11-25804 Chapter 11 Petition Date: May 13, 2011 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Wayne E. Johnson Debtor's Counsel: Krikor J Meshefejian, Esq. Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd., Ste 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: kjm@lnbrb.com rb@lnbrb.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-25804.pdf The petition was signed by Dennis Fitzgerald and Bernard E. Lyons, Jr., Co-Chief Executive Officers. ALPHA NATURAL: S&P Rates $1.5-Bil. Sr. Unsecured Notes at 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '3' recovery rating to U.S. coal producer Alpha Natural Resources Inc.'s proposed $1.5 billion senior unsecured notes. The '3' recovery rating indicates an expectation of meaningful (50%- 70%) recovery in the event of a payment default. The rating is on CreditWatch with negative implications. Standard & Poor's outstanding ratings on Alpha Natural Resources Inc. ('BB' corporate credit rating) remain on CreditWatch with negative implications, where the agency placed them on Jan. 31, 2011, following the announcement that Alpha planned to acquire Massey Energy Co. "Proceeds from the proposed issuance will go toward financing the acquisition, and the notes rating will stay on CreditWatch until it is complete," said Standard & Poor's credit analyst Maurice Austin. Also, the ratings on Massey Energy Co. ('BB-' corporate credit rating) remain on CreditWatch with developing implications, where the agency placed them on Oct. 19, 2010, on the news that Massey was exploring strategic business options. The continued CreditWatch listing of both Alpha and Massey reflects the pending acquisition, valued at approximately $8.5 billion, which Alpha expects to finance with a combination of equity, debt, and balance sheet cash. Subject to shareholder approval, the deal is expected to close by June 2011. If the acquisition is completed and financed as currently expected, Standard & Poor's expects to affirm Alpha's 'BB' corporate credit rating with a negative outlook, and withdraw its corporate credit rating on Massey. "The anticipated affirmation reflects our view that currently strong met coal prices will likely support Alpha's ability to maintain healthy pro forma credit metrics in at least the next 12 months, but significant debt levels, the risks associated with the integration of an acquisition of this size, and high ongoing capital spending requirements remain key credit factors in our assessment," Mr. Austin said. "The anticipated negative rating outlook reflects our view that a transaction of this size is somewhat aggressive for Alpha and presents inherent execution risks, despite Alpha's pro forma credit measures being in line with the rating given our view of its fair business risk profile," he continued. Following the acquisition, Alpha will become the U.S.'s third- largest coal producer and the largest producer of metallurgical coal (often referred to as met coal). Pro forma for the transaction, Alpha will produce approximately 120 million tons of coal annually and operate more than 155 mines distributed among the three major coal regions of Central Appalachia (CAPP), Northern Appalachia (NAPP), and the Powder River Basin (PRB). The acquisition of Massey adds about 2.5 billion tons of reserves overall. AMBAC FIN'L: Proposes to Assume And Assign Kingston Lease --------------------------------------------------------- In July 2005, Ambac Financial Group, Inc. and Ulster Acquisitions I LLC entered into a lease for non-residential real property located at the Hudson Valley Business Center, at 701 Grant Avenue, Kingston, in Ulster County, New York. The Debtor and its subsidiaries, including Ambac Assurance Corporation, utilize the Leased Premises for all of their electronic data back-up and storage needs. The Kingston Lease will expire on September 30, 2019. Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York, states that if the Debtor was to simply assume the Kingston Lease, it would be saddled with the obligation to pay rent on the Leased Premises through September 30, 2019, regardless of its future needs. However, if the Debtor was to reject the Kingston Lease, the Debtor and all of its subsidiaries would have to incur the expense and burden of having to immediately locate and move into a new electronic data storage and backup facility, she points out. Accordingly, the Debtor, AAC and Ulster Acquisitions entered into a Lease Assignment, Assumption and Amendment Agreement, which provides for the modification of the term of the Kingston Lease to be conterminous with the expiration of AAC's lease of a property commonly known as One State Street Plaza, New York, and the assignment of the Kingston Lease, as amended, to AAC. By this motion, the Debtor seeks the Court's permission to assume and assign the Lease Assignment, Assumption and Amendment Agreement, a full-text copy of which is available for free at: http://bankrupt.com/misc/Ambac_LeaseAssignment.pdf The Debtor intends to cure the outstanding arrearage on the Kingston Lease by paying all outstanding prepetition rent for the period Nov. 1 through 8, 2010, as well as amounts due for utilities for the period Aug. 2, 2010 through Nov. 8, 2010, totaling $10,552. As assignee, AAC would be responsible for the entire monthly rental payment and will be responsible for the future performance required pursuant to the Kingston Lease. The Debtor will continued to pay a portion of the monthly rental payment to AAC, pursuant to the cost-allocation agreement between the Debtor and AAC, commensurate with the square footage of the Leased Premises the Debtor utilizes for its electronic data back- up and storage needs. The Court will consider the Debtor's request on May 25, 2011. Objections are due no later than May 18. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. AMBASSADORS INT'L: Committee Taps Bifferato as Delaware Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Ambassadors International Inc., et al., asks the U.S. Bankruptcy Court for the District Of Delaware for permission to retain Bifferato Gentilotti LLC as its Delaware counsel. Bifferato Gentilotti will, among other things: a) assist the 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 or to the formulation of a plan of reorganization; b) participate in the formulation of a Plan; and c) assist the Committee in requesting the appointment of a trustee or examiner, if the action be necessary. The hourly rates of Bifferato Gentilotti's personnel are: Members/Counsel/Associates $275 - $345 Paralegals/Legal Assistants $150 - $195 To the best of the Committee's knowledge, Bifferato Gentilotti is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Committee set a May 18, 2011, hearing for its requested retention of Bifferato Gentilotti. 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 disclosed $139,134,758 in assets and $63,555,929 in liabilities as of the chapter 11 filing. The Company's subsidiaries organized outside the United States are not debtors in the Chapter 11 cases, 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. Attorneys at Lowenstein Sandler PC and Bifferato Gentilotti LLC serve as counsel to the Official Committee of Unsecured Creditors. AMBASSADORS INT'L: Committee Taps Lowenstein Sandler as Co-Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Ambassadors International, Inc., et al., seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Lowenstein Sandler PC as its co-counsel, effective as of April 13, 2011. Lowenstein Sandler will, among others: a) provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under 11 U.S.C. Section 1102; b) assist the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business, potential claims, and any other matters relevant to the cases or to the formulation of a plan of reorganization; c) participate in the formulation of a Plan; and d) provide legal advice as necessary with respect to any disclosure statement and Plan filed in this case and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a Plan. John K. Sherwood, Esq., a member of Lowentein Sandler, assures the Bankruptcy Court that the firm represents no other entity in connection with these cases, is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, and does not hold or represent any interest adverse to the Committee with respect to the matters upon which it is to be employed. Lowenstein Sandler's hourly rates are as follows: Partners $440 - $825 Senior Counsel $390 - $575 Counsel $340 - $575 Associates $235 - $450 Legal Assistants $145 - $215 About Ambassadors International Headquarters in Seattle, Washington, Ambassadors International, Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates Windstar Cruises, a three-ship fleet of luxury yachts that explore the hidden harbors and secluded coves of the world's most sought- after destinations. Carrying 148 to 312 guests, the luxurious ships of Windstar cruise to nearly 50 nations, calling at 100 ports throughout Europe, the Caribbean and the Americas. Ambassadors International Inc. and 11 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on April 1, 2011. Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq., at Richards, Layton & Finger, serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Phase Eleven Consultants, LLC, is the Debtors' claims and notice agent. Bifferato Gentilotti is the official committee of unsecured creditors' Delaware Counsel. At Dec. 31, 2010, the Company's consolidated balance sheet showed $80.26 million in total assets, $87.64 million in total liabilities, and a stockholders' deficit of $7.38 million. ASURION CORP: S&P Assigns 'B+' Counterparty Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' counterparty credit rating on Nashville, Tenn.-based Asurion Corp. The outlook is stable. "At the same time, we assigned our proposed 'B+' senior secured debt rating on Asurion's $3.47 billion senior credit facility, which consists of a $2.48 billion first-lien term loan and a $100 million revolving credit line. We also assigned our 'B- ' subordinated debt rating on the company's $990 million second- lien term loan," S&P stated. "The recovery rating on the company's first-lien term loan and revolving credit facility is '3', indicating our expectation for meaningful (50%-70%) recovery for lenders in the event of a payment default. The recovery rating on the company's second-lien term loan is '6', indicating our expectation for negligible (0%- 10%) recovery for lenders in the event of a payment default," S&P continued. "The 'B+' counterparty credit rating reflects Asurion's significant leverage and fluctuating credit metrics -- resulting in a leveraged balance sheet, which, in addition to the company's financial management strategy, are weaknesses to the rating," said Standard & Poor's credit analyst Polina Chernyak. Asurion's dependence on new subscribers and contract renewals could challenge the sustainability of its leading competitive position," S&P noted. "Offsetting these weaknesses are Asurion's operating performance, which is a key strength to the rating, as well as its cash generating capabilities--as measured by revenue and EBITDA-- despite difficult market conditions, which support the company's deleveraging capabilities," said Ms. Chernyak. In addition, Asurion has a well-integrated and effective business model and an experienced and knowledgeable management team with a long and effective track record in the handset protection industry. Asurion is one of the largest global technology protection companies focusing on the telecommunication industries. It provides handset protection to millions of customers globally. AXION INTERNATIONAL: Presented at MDB Capital Bright Conference --------------------------------------------------------------- Axion International Holdings, Inc., announced at its Investor Presentation at the MDB Capital Bright Lights Conference that the Company has increased its sales pipeline as a result of new strategic growth initiatives and that it has proposals in the quotation development phase of $31 million, in the review and negotiation phase of $12.8 million and as previously disclosed, contracts for $18.5 million, all over an upcoming three year period as of May 9, 2011. Steve Silverman, the Company's President and CEO, also provided information that Axion will consider deploying joint ventures to leverages technology across multiple segments and geography, increase its speed to market, accelerate earnings potential and allow for corporate structure versatility. About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. As reported by the TCR on May 6, 2011, RBSM LLP, in New York, expressed substantial doubt about Axion International's ability to continue as a going concern, following its audit of the Company's balance sheet as of Dec. 31, 2010, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the three month period ended Dec. 31, 2010. The independent auditors noted that the Company has incurred significant operating losses in the current year and also in the past. The Company's balance sheet at Dec. 31, 2010, showed $1.3 million in total assets, $2.1 million in total liabilities, and a stockholders' deficit of $864,272. BANKUNITED FIN'L: Section 341(a) Meeting Scheduled for June 6 ------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of BankUnited Financial Corp.'s creditors on June 6, 2011, at 11:30 a.m. at 51 SW First Ave Room 1409, Miami. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About BankUnited Financial BankUnited Financial Corp. (OTC: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. BankUnited Financial and its affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009. Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., serve as the Debtors' bankruptcy counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial disclosed $37,729,520 in assets against $559,740,185 in debts. Aside from those assets, BankUnited Financial said that a "valuable" asset is its $3.6 billion net operating loss carryforward. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited Financial estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120 million and $118.171 million on account of senior notes. As reported in the Troubled Company Reporter on Nov. 25, 2010, BankUnited Financial Corp. filed a Chapter 11 plan premised upon a cash infusion by a new investor, who in turn will receive 21% of the new common stock plus preferred stock. The cash infusion will be used to make cash distributions under the Plan, with the remaining amount for working capital. BANKUNITED FIN'L: Proposes Bast Amron as Special Counsel -------------------------------------------------------- BankUnited Financial Corp., BankUnited Financial Services Incorporated, and CRE America Corporation seek permission from the U.S. Bankruptcy Court for the District of Florida to employ and retain Bast Amron LLP as its special counsel. During its retention, Bast Amron's employment will be limited to the investigation, analysis and, if advisable, pursuit of avoidance of actions, other than those avoidance which the Committee has obtained standing to pursue. Accordingly, the services to be performed by Bast Amron will not be duplicative of any bankruptcy-related work performed by BankUnited Financial's general counsel, Greenberg Traurig, P.A., or by the Committee's counsel. Likewise, Bast Amron will coordinate with BankUnited Financial's other professionals to ensure the its services are, to the maximum extent possible, complimentary to other professional's services. Bast Amron will charge the Debtors' estates in accordance with its customary hourly rates. The firm's hourly rates are: Personnel Hourly Rate --------- ---------- Brett M. Amron, Esq. $410 Richard Lubliner, Esq. $325 John Eder, Esq. $245 Angelica Fiorentino $195 Jane de Pina $165 About BankUnited Financial BankUnited Financial Corp. (OTC: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. BankUnited Financial and its affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009. Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., serve as the Debtors' bankruptcy counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial disclosed $37,729,520 in assets against $559,740,185 in debts. Aside from those assets, BankUnited Financial said that a "valuable" asset is its $3.6 billion net operating loss carryforward. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited Financial estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120 million and $118.171 million on account of senior notes. As reported in the Troubled Company Reporter on Nov. 25, 2010, BankUnited Financial Corp. filed a Chapter 11 plan premised upon a cash infusion by a new investor, who in turn will receive 21% of the new common stock plus preferred stock. The cash infusion will be used to make cash distributions under the Plan, with the remaining amount for working capital. BANNING LEWIS: Colorado Springs Objects to Auction -------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Banning Lewis Ranch will face opposition from the City of Colorado Springs at the hearing to approve sale and auction procedures. Colorado Springs contends the property can't be sold free of obligations under agreements with the city requiring the construction of infrastructure and public safety facilities for police and fire protection. The objection, unless resolved, will require the bankruptcy judge in Delaware to decide what's a so- called covenant running with the land that would become binding on any owner of the property. The city said the sale has the "very real prospect" of causing development of the project to halt. The city also contends the sale will "result in no recovery for unsecured creditors." The Court will convene a hearing on the auction procedures on May 18. If the schedule is approved, bidders will have until June 23 to submit bids; an auction will be held June 28 if competing bids are submitted; and the Court will convene the sale hearing on June 29. Closing of the sale is expected June 30. According to Mr. Rochelle, the parent company's assets would be sold in a separate transaction in return for forgiveness of financing for the Chapter 11 case and assumption of a modified term loan with KeyBank NA. The purchasers are Greenfield BLR Finance Partners LP and DBL Investors LLC. 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. BION ENVIRONMENTAL: Incurs $1.99-Mil. Net Loss in March 31 Qtr. --------------------------------------------------------------- Bion Environmental Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.99 million on $0 of revenue for the three months ended March 31, 2011, compared with a net loss of $613,661 on $0 of revenue for the same period during the prior year. The Company also reported a net loss of $5.98 million on $0 of revenue for the nine months ended March 31, 2011, compared with a net loss of $2.22 million on $0 of revenue for the same period a year ago. The Company's balance sheet at March 31, 2011, showed $9.58 million in total assets, $8.72 million in total liabilities, $2.52 million in Series B Redeemable Convertible Preferred stock, and a $1.65 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/7Mw992 About Bion Environmental Crestone, Colo.-based Bion Environmental Technologies, Inc. (OTC BB: BNET) -- http://biontech.com/-- has provided environmental treatment solutions to the agriculture and livestock industry since 1990. Bion's patented next-generation technology provides a unique comprehensive treatment of livestock waste that achieves substantial reductions in nitrogen and phosphorus, ammonia, greenhouse and other gases, as well as pathogens, hormones, herbicides and pesticides. As reported in the Troubled Company Reporter on September 27, 2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial doubt about Bion Environmental Technologies' ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company has not generated revenue and has suffered recurring losses from operations. BLENKO GLASS: Garnishment of Funds Prompt Bankruptcy Filing ----------------------------------------------------------- As widely reported, Blenko Glass Co. filed for Chapter 11 bankruptcy on Thursday in the U.S. Bankruptcy Court in Huntington, West Virginia. In a press statement, the Company's representatives said Blenko had its account funds garnished by its gas supplier Big Two Mile Gas Company. Blenko had been working on becoming more efficient and increase sales but the garnishment prompted the bankruptcy decision. According to Dow Jones' Daily Bankruptcy Review, Blenko's officials said they don't expect layoffs for its 44 employees, a far smaller workforce than it employed in recent years. Still, its headquarters have drawn tourists to the small town of Milton, Va., located a short drive from Huntington, which features an observation deck that allows visitors to watch glassblowing. BLENKO GLASS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Blenko Glass Company P.O. Box 67 Milton, WV 25541 Bankruptcy Case No.: 11-30332 Chapter 11 Petition Date: May 12, 2011 Court: United States Bankruptcy Court Southern District of West Virginia (Huntington) Judge: Ronald G. Pearson Debtor's Counsel: Steven L. Thomas, Esq. KAY CASTO & CHANEY PLLC P.O. Box 2031 Charleston, WV 25327-2031 Tel: (304) 345-8900, Ext. 111 Fax: (304) 345-8909 E-mail: sthomas@kaycasto.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wvsb11-30332.pdf The petition was signed by Walter J. Blenko, Jr., president. BOURBON SALOON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bourbon Saloon, Incorporated dba Mango Mango and Old Absinthe House fka Conti Management Group, Inc. fka Dantes of Decatur, Inc. fka Newport Corporation of Louisiana 240 Bourbon Street New Orleans, LA 70130 Bankruptcy Case No.: 11-11518 Chapter 11 Petition Date: May 12, 2011 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: William E. Steffes, Esq. STEFFES VINGIELLO & MCKENZIE LLC 13702 Coursey Boulevard, Building 3 Baton Rouge, LA 70817 Tel: (225) 751-1751 Fax: (225) 751-1998 E-mail: bsteffes@steffeslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/laeb11-11518.pdf The petition was signed by Ruth W. Salem, vice president. BOWE BELL + HOWELL: Sets May 31 Auction for Business ---------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Bowe Bell + Howell Co. was authorized to hold an auction on May 31 to determine if Versa Capital Management Inc. has the best offer to buy the business. Other bids are due May 26. The hearing for approval of the sale will take place June 2. The sale-procedures order assures Versa the right to bid its secured debt at auction rather than cash. According to the report, the bankruptcy court also approved $129.9 million in secured financing for the Chapter 11 case provided by Versa. The loan pays off the existing secured debt while providing additional liquidity. The financing order limits the creditors' committee to spending no more than $25,000 investigating the validity of the secured claim. The Canadian subsidiary has an approved $1.3 million loan. Under a stalking horse agreement entered on April 18, 2011, Contrado BBH Funding, LLC, and a Canadian corporation to be formed, each a wholly owned subsidiary of Versa, will submit a credit bid for substantially all of the Debtors' assets. The Stalking Horse Bidders will pay the sum of (i) the credit bid amount: (a) $80 million, plus (b) the Canadian credit bid amount; plus (ii) $302,000; plus (iii) all cure amounts paid or to be paid; plus (iv) the assumed liabilities. The aggregate purchase price for the German assets will be $20,000, plus the assumption of the German obligations. The agreement states that the Purchasers will offer employment to at least 85% of the Debtors' active employees effective as of the closing date. The Stalking Horse Bidders will pay all cure obligations in connection with the assumption and assignment of executor contracts and facility leases and all taxes and fees resulting from the transfer of the Debtors' assets. The Stalking Horse Bidders will also assume certain unpaid ordinary course of business postpetition obligations. The Debtors proposed that in the event that the Stalking Horse Bidders don't come out as the buyers of the Debtors' assets, the Stalking Horse Bidders will be paid a break-up fee of $1.5 million and an expense reimbursement of up to $1.75 million. The Bidding Procedures provide that bidders must submit a cash deposit of $5 million. Bids must not be less than the sum of (i) the Credit Bid Amount and the Cure Amounts in cash; (ii) the dollar value of the Break-Up Fee in cash; (iii) the dollar value of the Expense Reimbursement in cash; and (iv) $250,000 in cash. About Bowe Bell Headquartered in Wheeling, Illinois Bowe Bell + Howell -- http://www.bowebellhowell.com/-- provides high-performance document management solutions and services. In 1936, the company pioneered gripper arm mail-inserting systems and has one of the world's largest installed bases of such inserters as a result of the technology's flexibility, performance and reliability. The company's complete portfolio of inserting, sorting, plastic card, integrity, cutting, packaging, print-on-demand and software solutions is one of the most comprehensive product offerings for paper-based communications. These solutions are supported by one of the largest dedicated service organizations in the industry. In addition to its headquarters offices, the company maintains major manufacturing and service locations in Durham, N.C. and Bethlehem, Penn. Bowe Bell + Howell sought bankruptcy protection in the U.S. as part of a deal to itself to creditor Versa Capital Management Inc. to pay off debt. Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on April 18, 2011. Bowe Systec estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. McDermott Will & Emery is the Debtors' special corporate counsel. Focus Management Group is the Debtors' financial advisors. Lazard Middle Market LLC is the Debtors' investment banker. The Garden City Group, Inc is the Debtors' claims and notice agent. Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary, commenced parallel ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act. BBH Canada, as the proposed foreign representative for the Debtors in the ancillary proceeding, will ask an Ontario Superior Court judge to recognize the bankruptcy proceedings in the U.S. PricewaterhouseCoopers Inc. is the prospective Information Officer in the Canadian Proceeding. BRIGHAM EXPLORATION: Moody's Assigns Caa1 Rating to New Notes ------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Brigham Exploration Company's (Brigham) proposed $250 million senior notes due 2019. The note proceeds will be used to fund a portion of Brigham's 2011-2012 capital budget and for general corporate purposes. The new notes are rated at the same Caa1 level as the company's existing senior unsecured notes - one notch below the Brigham's B3 Corporate Family Rating (CFR), reflecting the priority of claim of secured revolving credit facility lenders to the company's assets. The rating outlook is stable. RATINGS RATIONALE While the note issue further raises Brigham's already high leverage, this increase in debt level was anticipated and factored into Moody's February 11, 2011 rating decision when Moody's upgraded the company's CFR to B3 from Caa1. These additional funds will aid the company's aggressive drilling campaign in the Williston Basin Bakken and Three Forks plays and provide a greater level of support to achieve production and reserves growth targets in 2011 and 2012. However, leverage will remain very high over the near term. Brigham's leverage is highest amongst similarly rated peers and any further leveraging transaction will have a negative impact on the rating or the outlook. The company's pro forma (for the note issue) debt to average daily production ($51,673/boe), debt to proved developed reserves ($19/boe), and debt plus future development cost to total proved reserves ($18/boe), all map to the Caa rating level. However, leverage metrics should improve in 2012 through accelerated production and reserves growth. In 2010, the company achieved robust growth - increasing year-on- year production by 64% and proved reserves by 141%. This strong growth trend should continue in 2011 and 2012 as the company's employs a higher number of rigs to drill more wells, focuses more on developmental drilling, pad drilling and multi-well stimulation, and continues to drill longer laterals with more frac stages. Brigham is projecting ~83% year-on-year production growth in 2011. The company's core operations in the Williston Basin Bakken and Three Forks plays will continue to expand on the back of current high oil prices, but cost management will be key to maintaining strong margins given inflationary pressures on oilfield services costs. Brigham's capital budget for 2011 is $835.5 million, $111 million of which was spent in the first quarter. In addition to the note proceeds, Brigham had approximately $193 million cash and short term investments and full availability under its $325 million credit facility as of March 31, 2011, giving $768 million of total liquidity. The principal methodology used in rating Brigham was Moody's Global Independent Exploration and Production Industry rating methodology published in December 2008. Brigham Exploration Company is an E&P company headquartered in Austin, Texas. BRIGHAM EXPLORATION: S&P Rates $250MM Sr. Unsec. Notes at 'CCC+' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' issue-level rating to Austin, Texas-based Brigham Exploration Co.'s proposed $250 million senior unsecured notes. The recovery rating is '6', indicating our expectation of negligible (0% to 10%) recovery in the event of a payment default. "We also lowered our issue-level rating on Brigham's already existing senior unsecured notes to 'CCC+' (two notches below the corporate credit rating) from 'B-' and revised the recovery rating on those notes to '6' from '5', as a result of the proposed issuance. The corporate credit rating and outlook remain unchanged," S&P stated. "The rating actions follow Brigham's proposal to issue $250 million in senior unsecured notes due 2019 to help prefund its increased capital spending," said Standard & Poor's credit analyst Patrick Y. Lee. "Our recovery analysis reflects this increased unsecured debt and the results of a valuation of year-end 2010 reserves based on a company-provided PV10 report using our stress price assumptions of $45 per barrel of West Texas Intermediate crude oil and $4.00 per million BTU of Henry Hub natural gas." The 'B' rating and stable outlook on Brigham reflect its small reserve base, its modest production, and sizable capital spending in 2011. The rating also incorporates Brigham's solid growth prospects in the Williston Basin, its significant exposure to high oil prices as a result of increased oil production, and its highly competitive cost structure relative to peers with a significant oil mix. "Despite leverage increasing with the notes issuance, the outlook is stable based on our expectation that leverage will decrease to slightly less than 3x by year end under our price deck assumptions and that Brigham will have sufficient liquidity over the near term to fund capital expenditures and other fixed charges. We could lower the ratings if Brigham's liquidity deteriorates to less than adequate, or if debt leverage exceeds 5x. We could take a positive rating action if the company markedly improves its business profile in terms of scale and scope, is able to maintain adequate liquidity, and improves operating cash flow to support capital expenditures and debt payments for an extended period of time," S&P added. CARIBE MEDIA: U.S. Trustee Unable to Form Committee --------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, said despite efforts to contact eligible unsecured creditors for Caribe Media Inc, as of this date, the United States Trustee has not received a sufficient number of creditors willing to serve on a committee of unsecured creditors. Accordingly, the United States Trustee is unable to appoint a committee pursuant to 11 U.S.C. Sec.1102(a). About Caribe Media Caribe Media Inc. owns publication rights for certain print and Internet directories in the Dominican Republic and Puerto Rico. Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C., a Yellow Pages publisher in Puerto Rico and the official publisher of all telephone directories for Puerto Rico Telephone Company, Inc., the largest local exchange carrier in Puerto Rico, and $100% of Caribe Servicios de Informacion Dominicana, S.A., the sole directory publisher in the Dominican Republic with the exclusive right to publish under the brand of Codetel, the largest telecom operator in the Dominican Republic. Caribe Media is wholly owned by CII Acquisition Holding Inc. They are affiliates of Local Insight Media Holdings, Inc. Caribe Media and CII filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011. Caribe Media is being represented by lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as conflicts counsel. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. Local Insight Media is also a debtor in its own Chapter 11 pending in Delaware. Local Insight Media filed in 2010. It is also being represented by lawyers at Kirkland and Pachulski. CENTENE CORP: Moody's Rates Senior Notes at Ba2; Outlook Stable --------------------------------------------------------------- Moody's Investors Service has assigned a (P)Ba2 provisional senior unsecured debt rating to Centene Corporation's (Centene, NYSE:CNC) shelf registration and a Ba2 senior unsecured debt rating to the company's issuance of $250 million of 6-year senior notes. The outlook on the ratings is stable. RATINGS RATIONALE The debt issuance is a draw on the company's shelf registration, which it filed on May 13, 2011. Centene maintains its shelf for general corporate purposes, including meeting working capital requirements, investments in its subsidiaries, financing acquisitions, share repurchase, and debt refinancing. Centene expects to use a portion of the net proceeds of the $250 million senior notes to finance the early redemption of its $175 million 7.25% notes due in 2014 and for general corporate purposes. Moody's notes that, with the additional debt, Centene's financial leverage (debt to capital) is expected to remain below 30%. Adjusted financial leverage (debt to capital where debt includes operating leases), is expected to be approximately 36% (compared to 34% at March 31, 2011), which remains in line with Moody's expectation for the company's current rating level. Moody's Ba2 senior debt rating for Centene is based primarily on the company's concentration in the Medicaid market, acquisitive nature, and moderate level of financial leverage, offset by its multi-state presence, expansion into other healthcare product opportunities, relatively stable financial profile and adequate capitalization. The rating also reflects concerns with respect to the level of reimbursements to Medicaid managed care companies as states fall under budgetary and political pressures. According to the rating agency, while rate increases have been under pressure over the last two years, it appears that states have adhered to actuarial valuations in determining reimbursement levels. It should also be noted that healthcare reform legislation, which will increase the number of persons eligible for Medicaid, has increased interest among states in Medicaid managed care options, providing growth opportunities for Centene. The principal methodology used in rating Centene was Moody's Rating Methodology for U.S. Health Insurance Companies, published in May 2011. Centene Corporation is headquartered in St. Louis, Missouri. For the first three months of 2011 the company reported total revenues of $1.2 billion with total managed care membership as of March 31, 2011 of approximately 1.6 million. As of March 31, 2011 the company reported shareholders' equity of approximately $831 million. Moody's has assigned these ratings with a stable outlook: Centene Corporation -- provisional senior unsecured debt shelf rating at (P)Ba2; provisional subordinated debt shelf rating at (P)Ba3 CENTENE CORP: S&P Gives 'BB' Rating on $250MM Sr. Unsecured Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' rating on Centene Corp.'s $250 million senior unsecured notes maturing in 2017. The company will use the proceeds from the notes for general corporate purposes, including the repayment of its outstanding $175 million 7.25% notes due in 2014 and the repayment of approximately $50 million outstanding under its revolving credit facility. The counterparty credit rating on Centene reflects the company's good competitive position in the managed Medicaid market, with an increasing presence in multiple markets. Key rating constraints includes Centene's limited business profile in a specialized market segment -- government-sponsored health care -- and membership and revenue concentration in three core markets. Centene's key holding company credit metrics remained conservative for the rating through the first quarter of 2011. Financial flexibility strengthened because of lower debt levels, and its debt-to-capital ratio is approximately 25% (or 21% excluding the nonrecourse mortgage note and operating lease obligation treated as debt), down from 38.7% at year-end 2009. EBITDA interest coverage improved to about 10x in 2010 from 9x in 2009. The additional debt (about $25 million) from the new issue will add less than 200 basis points to debt leverage. The company derives relatively strong internal cash flow generating capacity from its expanding operational scale. Standard & Poor's believes that the strong internal cash flow from the operating subsidiaries (a three-year average of 5.5% as a percentage of premiums) provides ample funds for Centene's business needs, growth objectives, and debt obligations. Centene has produced very stable and good operating performance in the past three years, with an EBIT return on revenue (ROR) in 2010 of about 4%, which is consistent with its three-year (2008-2010) average ROR of 4%. As of March 31, 2011, Centene reported EBIT of $43 million (ROR of 3.5%). "We believe that Centene has a good competitive position in the managed Medicaid market with an increasing presence in 12 states, which helps to mitigate its relatively narrow market-segment focus on government-sponsored managed Medicaid programs. Centene has consistently recorded premium revenue growth over the past five years, largely as a result of winning new contracts in existing and new markets as well as acquisitions," S&P stated. "We are assuming a stable medical loss ratio (MLR) of about 84.5% (plus or minus 50 basis points) in 2011, and we expect an EBIT ROR of 3%-4% on revenue of $4.9 billion to $5.1 billion. If Centene achieves our earnings and cash flow expectations, its EBITDA interest coverage (including adjustments for imputed interest for operating leases) would exceed 9x. We expect debt leverage to remain conservative for the rating level between 25% and 35%. Centene's statutory capital and surplus base likely will keep pace with the company's underlying insurance risk and remain at the 'BBB' level, as per our capital model. Our outlook on the counterparty credit rating is stable and reflects the limited potential for Standard & Poor's to change the rating in the next 12 months, unless financial metrics deteriorate outside of our expectations for 2011-2012," according to S&P. Ratings list Centene Corp. Counterparty Credit Rating BB/Stable/-- New Rating Centene Corp. Senior Unsecured $250 mil. notes due in 2017 BB CENTER COURT: Taps Martin D. Gross as Counsel --------------------------------------------- Center Court Partners, LLC, asks the U.S. Bankruptcy Court for the Central District of California for permission to employ: Martin D. Gross, Esq. LAW OFFICES OF MARTIN D. GROSS 2001 Wilshire Blvd. Suite 205 Santa Monica, CA 90403 Tel: (310) 453-8320 Fax: (310) 861-1359 as bankruptcy counsel. The Debtor had originally retained Rocky Ortega, attorney at law, to represent it in carrying out its duties under the Bankruptcy Code. Mr. Gross will, among other things: a. represent the Debtor in its Chapter 11 case and advise the Debtor as to its rights, duties and powers as a debtor in possession; b. prepare and file all necessary statements, schedules, and other documents and to negotiate and prepare one or more plans of reorganization for the Debtor; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. Mr. Gross will be paid: a. $300 per hour for the time spent in court; b. $300 per hour for other time spent by the attorney; and c. $100 per hour for paralegal time spent by paralegals employed by the attorney. Mr. Gross assures the Court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor's estates. Based in Agoura Hills, California, Center Court Partners LLC filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25, 2011. Judge Maureen Tighe presides over the case. The Debtor estimated both assets and debts between $10 million and $50 million as of the chapter 11 filing. CHARLESTON ASSOCIATES: Wants Plan Exclusivity Until June 29 ----------------------------------------------------------- Charleston Associates, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to extend, pursuant to section 1121(d) of the Bankruptcy Code, the period within which it has the exclusive right to file a plan of reorganization through and including June 29, 2011, and the period within which it has the exclusive right to solicit plan votes through and including Aug. 29, 2011. This is the Debtor's fifth motion for an exclusivity extension. The Debtor says it needs to close the sale of a major piece of the shopping center to Fry's Electronics, Inc., before it can effectively formulate a plan of reorganization. Additionally, the Debtor requires further time to negotiate matters with lenders and the official committee of unsecured creditors. The secured lenders are agreeable to the requested extension and the Debtors expect no opposition from the official committee of unsecured creditors. The Bankruptcy is set to hear the motion on June 1, 2011, at 2:00 p.m. The objection deadline is May 25, 2011, at 4:00 p.m. About Charleston Associates Based in Las Vegas, Nevada, Charleston Associates, LLC is the successor by merger to Boca Fashion Village Syndications Group. It owns a portion of a large community shopping center located in Las Vegas. The entire shopping center is known as The Shops at Boca Park. It encompasses almost 55 acres and is situated at the northeast corner of the intersection of Charleston Boulevard and Rampart Boulevard. Charleston's current portion of the shopping center consists of a 20.4 acre parcel located at 700-750 S. Rampart Boulevard, Las Vegas, that is commonly known as Boca Fashion Village. Boca Fashion contains, among other things, a 130,000+ square foot parcel of real estate that is currently leased to Sears Roebuck & Company. Charleston Associates filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11970) on June 17, 2010. Judge Kevin J. Carey presides over the case. Neal L. Wolf, Esq., and Karen M. Borg, Esq., at Butler Rubin Saltarelli & Boyd LLP, in Chicago, represents the Debtor as counsel. Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., serves as local counsel. In its schedules, the Debtor disclosed $92,348,446 in assets and $65,064,894 in liabilities. Attorneys at Brinkman Portillo Ronk, PC, represents the Official Committee of Unsecured Creditors as counsel. Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Del., represents the Official Committee of Unsecured Creditors as Delaware counsel. CHARLESTON ASSOCIATES: Taps Neal Wolf as Counsel ------------------------------------------------ Charleston Associates, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Delaware to employ Neal Wolf and Associates, LLC, as its counsel, effective as of March 16, 2011. The Debtor previously tapped Butler Rubin Saltarelli & Boy LLP as counsel, nunc pro tunc to the Petition Date. Neal Wolf is replacing Butler Rubin as counsel to the Debtor. During its retention, Neal Wolf will, among other things, 1. advise the Debtor with respect to its powers, duties and powers as debtor in possession in the continued management and operation of its business and properties. 2. attend meetings and negotiations with representatives of creditors and other parties in interest; and 3. take all necessary actions to protect and preserve the Debtor's estate including pursuing litigation on the Debtor's behalf and, and representing the Debtor's interest in negotiations concerning litigation in which the Debtor is becomes involved, including objections to claim filed against Debtor's estates. Neal Wolf will charge the Debtors' estates in accordance with its customary hourly rates. The firm's hourly rates are: Personnel Title Hourly Rate --------- ------ ---------- Neil L. Wolf Manager and Sole Member $595 Gerald F. Munitz Senior Counsel $595 Dean C. Gramlich Counsel $495 Jordan M. Litwin Associate $325 Jacob R. Lenzke Associate $250 Diane M. Wolski Legal Assistant $150 Rosemary B. Janisch Legal Assistant $150 Neal Wolf has received a retainer in these cases totaling $185,476. NW&A will draw against the Retainer as allowed by the Court. About Charleston Associates Based in Las Vegas, Nevada, Charleston Associates, LLC is the successor by merger to Boca Fashion Village Syndications Group. It owns a portion of a large community shopping center located in Las Vegas. The entire shopping center is known as The Shops at Boca Park. It encompasses almost 55 acres and is situated at the northeast corner of the intersection of Charleston Boulevard and Rampart Boulevard. Charleston's current portion of the shopping center consists of a 20.4 acre parcel located at 700-750 S. Rampart Boulevard, Las Vegas, that is commonly known as Boca Fashion Village. Boca Fashion contains, among other things, a 130,000+ square foot parcel of real estate that is currently leased to Sears Roebuck & Company. Charleston Associates filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11970) on June 17, 2010. Judge Kevin J. Carey presides over the case. Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., serves as local counsel. In its schedules, the Debtor disclosed $92,348,446 in assets and $65,064,894 in liabilities. Attorneys at Brinkman Portillo Ronk, PC, represents the Official Committee of Unsecured Creditors as counsel. Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Del., represents the Official Committee of Unsecured Creditors as Delaware counsel. CHINA TEL GROUP: Tay Lee Discloses 16.4% Equity Stake ----------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Tay Yong Lee disclosed that he is the beneficial owner of 76,867,119 A Shares, representing 16.4% of China Tel Group, Inc.'s A Shares, and 66,909,088 B Shares, representing approximately 50% of the Company's B Shares. Trussnet Capital Partners (HK) Ltd. is the beneficial owner of 58,867,119 A Shares, representing 12.6% of the Company's A Shares, as reflected in the Company's Form 10-K for the period ended Dec. 31, 2010, filed with the United States Securities and Exchange Commission on April 15, 2011. A full-text copy of the regulatory filing is available for free at http://is.gd/fqQTvX About China Tel Based in San Diego, California, and Shenzhen, China, China Tel Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/-- provides high speed wireless broadband and telecommunications infrastructure engineering and construction services. Through its controlled subsidiaries, the Company provides fixed telephony, conventional long distance, high-speed wireless broadband and telecommunications infrastructure engineering and construction services. ChinaTel is presently building, operating and deploying networks in Asia and South America: a 3.5GHz wireless broadband system in 29 cities across the People's Republic of China with and for CECT-Chinacomm Communications Co., Ltd., a PRC company that holds a license to build the high speed wireless broadband system; and a 2.5GHz wireless broadband system in cities across Peru with and for Perusat, S.A., a Peruvian company that holds a license to build high speed wireless broadband systems. The Company reported a net loss of $66,623,130 on $955,311 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $56,065,029 on $657,876 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3,888,292 in total assets, $28,11,423 in total current liabilities, all current, $35,483 in mandatory redeemable Series B common stock, and a $24,260,614 total stockholders' deficit. As reported by the TCR on April 21, 2011, Mendoza Berger & Company, LLP, in Irvine, California, 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 incurred a net loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative losses of $165,361,145 since inception, a negative working capital of $68,760,057, and a stockholders' deficit of $63,213,793. CHINA TEL GROUP: George Alvarez Discloses 50% Equity Stake ---------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, George Alvarez disclosed that he beneficially owns 47,700 A Shares and 66,956,789 B shares of China Tel Group, Inc., representing less than 1% of the Series A common shares and approximately 50% of the Series B common shares. A full-text copy of the filing is available for free at http://is.gd/DRomu5 About China Tel Based in San Diego, California, and Shenzhen, China, China Tel Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/-- provides high speed wireless broadband and telecommunications infrastructure engineering and construction services. Through its controlled subsidiaries, the Company provides fixed telephony, conventional long distance, high-speed wireless broadband and telecommunications infrastructure engineering and construction services. ChinaTel is presently building, operating and deploying networks in Asia and South America: a 3.5GHz wireless broadband system in 29 cities across the People's Republic of China with and for CECT-Chinacomm Communications Co., Ltd., a PRC company that holds a license to build the high speed wireless broadband system; and a 2.5GHz wireless broadband system in cities across Peru with and for Perusat, S.A., a Peruvian company that holds a license to build high speed wireless broadband systems. The Company reported a net loss of $66,623,130 on $955,311 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $56,065,029 on $657,876 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3,888,292 in total assets, $28,11,423 in total current liabilities, all current, $35,483 in mandatory redeemable Series B common stock, and a $24,260,614 total stockholders' deficit. As reported by the TCR on April 21, 2011, Mendoza Berger & Company, LLP, in Irvine, California, 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 incurred a net loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative losses of $165,361,145 since inception, a negative working capital of $68,760,057, and a stockholders' deficit of $63,213,793. CIRCUS AND ELDORADO: Moody's Doubts Ability to Refinance Debt ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Moody's Investors Services earlier this week lowered its ratings on Circus and Eldorado Joint Venture, the operator of Silver Legacy Resort Casino, saying the company's high level of indebtedness and the current weak trends in gaming may prevent it from refinancing or raising fresh capital. CITGO PETROLEUM: Fitch Affirms 'B+' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed these existing ratings of CITGO Petroleum Corporation: -- Issuer Default Rating (IDR) at 'B+'; -- Senior Secured Credit Facility at 'BB+'; -- Secured Term Loan at 'BB+'; -- Fixed-Rate Industrial Revenue Bonds (IRBs) at 'BB+'. Fitch has also revised the Rating Outlook on CITGO's IDR to Positive from Stable. The main drivers of the revised Outlook include: -- Rapid improvements in the company's financial performance, prompted by a backdrop of improving global refining fundamentals; -- CITGO's access to heavily discounted WTI-linked crudes; -- The company's recent de-leveraging, which has reduced balance sheet debt to approximately $1.503 billion at the end of the first quarter versus $2.202 billion at year-end 2009; -- Completion of Ultra Low Sulfur Diesel (USLD) construction at Lemont and Corpus Christi, which was the last major piece of near term mandatory capex at the company and should clear the way for improved FCF generation, all else equal. The unusually wide spread between North American benchmark crude oil WTI and global waterborne crudes such as Brent has been a key driver of CITGO's high profitability year-to-date in 2011. The Brent-WTI spread - normally in the range of +/- $3 per barrel - has blown out to a $10-$15/barrel discount, due in significant part to ramped up production from Canadian Oil Sands and U.S. shale oil plays, matched to still-limited logistical takeaway capacity out of Cushing, OK to the Gulf coast, as well as the impact of supply disruptions in Libya. This gap has provided a near-term windfall for refiners positioned to take advantage of cheaper, landlocked North American crudes. CITGO has been able to take advantage of these crudes both at its 167,000 bpd Lemont, IL refinery (which can take about 100,000 bpd of heavy Canadian crudes directly), and at its Gulf coast refineries, which have WTI-related contract pricing on a portion of imported barrels. CITGO's EBITDA for the first quarter of 2011 alone stood at a very robust $541 million, versus $585 million for all of 2010, as calculated by Fitch. CITGO's recent credit metrics have shown substantial improvement. At March 31, 2011, the company had debt/EBITDA leverage of 1.26 times (x), EBITDA/interest coverage of 6.06x, and LTM FCF of $926 million. The company's liquidity was good at March 31, 2011 and totaled $1.193 billion, comprised of cash of $56 million, revolver availability of $714 million, and A/R securitization availability of $423 million. Liquidity has also improved following the company's 2010 debt refinancing, which included the conversion of all of CITGO's variable rate IRBs (which required revolver-backed LoCs) to fixed rate IRBs which do not require such support. CITGO repurchased $290 million in IRBs which it currently holds in treasury. Headroom on key covenants was good at YE 2010 and included a debt- to-cap ratio of 45.5% (versus a 60% limit), an interest coverage ratio of 5.02x (versus a 1.5x limit), and official liquidity of $731.5 million (versus a $400 million limit). The completion of ULSD projects at Lemont and Corpus Christi in 2010 should help improve CITGO's FCF on a go-forward basis as it marks the last major required capex initiative due in the near term. Near term maturities are manageable following the 2010 refinancing and include amortizations of existing term loans, with the next major maturity due the 2015 term loan 'B', of which $134.5 million remained at March 31, 2011. CITGO's ratings remain constrained by their strong linkage to parent Petroleos de Venezuela SA (PDVSA; IDR 'B+' with a Stable Outlook), which is evidenced through the dividend policy to PDVSA, frequent appointments of PDVSA personnel into CITGO executive and board positions, CITGO's contracts to take approximately 250,000 bpd of PDVSA crude at its Gulf coast refineries, and uncertainty about the parent's ultimate intentions regarding its subsidiary. However, it is important to note that there are strong covenant protections in CITGO's secured debt which restrict the ability of the parent to dilute CITGO's credit quality. These include debt- to-cap limits, minimum liquidity, and minimum interest coverage ratios (all of which are tightened in the event CITGO upstreams dividends to its parent). The notching between the IDR and secured ratings reflects the strength of the underlying security package, which was expanded in 2010 to include the 167,000 bpd Lemont refinery, in addition to CITGO's Lake Charles and Corpus Christi refineries, petroleum inventories, and select accounts receivables. Catalysts for an upgrade to the credit include higher ratings at the parent level, or additional evidence that CITGO's strong financial performance and recent reductions in leverage will be sustained going forward. Catalysts for a downgrade include another leg down in refining fundamentals, a liquidity crunch; or credit deterioration at the parent level resulting in more financial pressure on CITGO. Note that removal of secured lenders from the capital structure could weaken the rationale for any notching between CITGO and PDVSA, given the substantial protections secured bondholder covenants provide to all CITGO bondholders. Looking forward, Fitch anticipates that CITGO will be meaningfully free cash flow (FCF) positive in 2011 and 2012, due to the combination of further improvements in global refining fundamentals, the favorable impact of wide (but declining) spreads between Brent and WTI, and reduced mandatory capex requirements. We would anticipate a meaningful portion of CITGO's cash flows may be paid out in the form of dividends. CITGO's other obligations are manageable. CITGO's pension was underfunded by $186.9 million at year-end 2010 versus $197.8 million the year prior. The improvement in funding status stemmed primarily from improved actual return on plan assets. CITGO's asset retirement obligation (ARO) was $18.5 million at year-end 2010, down modestly from levels seen the year prior. Rental expense for operating leases declined to $140 million versus $171 million the year prior, and included product storage facilities, office space, computer equipment, and vessels. CMB III: U.S. Trustee, Union Fidelity Object to Plan ---------------------------------------------------- The United States Trustee and Union Fidelity Life Insurance Company object to the confirmation of C.M.B. III, LLC's Plan of Reorganization. U.S. Trustee Ilene J. Lashinsky in Phoenix objects to two clauses in the Plan: (1) an exculpation clause seeking to limit the liability of the Debtor's officers, directors, members, representatives or agents, which may include Debtor's professionals to a standard of gross negligence or willful misconduct for any act or omission for which they might be liable to any claim holder resulting from their conduct related to the case; and (2) a broad injunction clause enjoining creditors from taking action against possibly non-Debtor parties. The U.S. Trustee says the Debtor's proposed exculpation and injunction clauses are over broad and clearly run afoul of the Ninth Circuit Court of Appeal's standard, which is based upon 11 U.S.C. Sec. 524(e) and disfavors a debtor's proposed releases, indemnifications, or injunctions of independent third party claims of creditors and other parties in interest against non-debtors through a plan of reorganization. Further, to the extent the exculpation applies to the Debtor's attorneys, financial advisors and other professionals, the exculpation violates the employment standards of those professionals under 11 U.S.C. Sections 327 and 328, not to mention the professionals' ethics rules. Union Fidelity made an $18 million loan to the Debtor in September 2006. Prepetition, the Debtor defaulted under the loan by failing to make the payment due on Aug. 1, 2010. The Debtor subsequently failed to make the Sept. 1, 2010 payment as well. As of Aug. 31, 2010, the Debtor owed Union Fidelity not less than $17,033,009.78, including principal, accrued interest and late charges. Pursuant to the Plan, the Debtor proposes to pay Union Fidelity $9.7 million on its secured claim, or the amount that Union Fidelity's secured claim is ultimately valued at by the Court. The Debtor's Plan also separately classifies Union Fidelity's unsecured deficiency claim from other unsecured claims, and contains numerous other deficiencies. Union Fidelity said it will demonstrate with evidence at the final confirmation hearing that the Debtor's Plan cannot be confirmed. Union Fidelity contends the Debtor's Plan fails to pay it the present value of all of its collateral, inclusive of parcels 7A, 7B, and the accrued Rents, which renders the Debtor's feasibility analysis meaningless. Unless the Debtor pays Union Fidelity at least $13.5 million on account of its secured claim, the Debtor's Plan will violate Bankruptcy Code Sec. 1129(b)(2)(A) and cannot be confirmed. The Plan also classifies Union Fidelity's deficiency claim separately from the claims of other unsecured creditors without any business or economic justification for the separate classification. Attorneys for Union Fidelity are: Isaac M. Gabriel, Esq. Arturo A. Thompson, Esq. QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Tel: (602) 230-4622 E-mail: isaac.gabriel@quarles.com arturo.thompson@quarles.com About C.M.B. III C.M.B. III, L.L.C., owns a mixed-use commercial and industrial complex in Phoenix, Arizona. The Property is comprised of three separate parcels--7A, 7B, and 7C. Parcels 7A and 7B each have a separate building of 334,594 and 352,046 square feet, respectively. Both of these buildings are used as office buildings, and are approximately 20% occupied. All of the Company's income is derived from rents generated by parcels 7A and 7B. C.M.B. III filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on Sept. 23, 2010. Richard M. Lorenzen, Esq., Perkins Coie Brown & Bain P.A., assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Chapter 11 filing. No creditors committee was formed in the case. Maureen Gaughan has been appointed the Chapter 11 trustee with limited powers to investigate and pursue roughly $1.4 million that was transferred from the Debtor to its member on the eve of bankruptcy, as well as other potential related company receivables that may be owing to the Debtor. The Chapter 11 Trustee has retained Ryley Carlock & Applewhite as her counsel. COKAS DIKO: Vows to Exit Chapter 11 as More Robust Business ----------------------------------------------------------- Sam Scott at the Press Democrat reports that Cokas Diko LLC, a Santa Rosa, California, furniture store, has filed bankruptcy to restructure more than $2 million in debt, but vows to emerge as a more robust business. According to the report, Mutt and Ramon Espinoza started Cokas Diko in 1998 with a small Santa Rosa store specializing in Mexican folk art. Within two years, they had quadrupled their floor space and purchased the building they rented. The decision to file for Chapter 11 was difficult, but Mutt said it should allow the company to stick around another 15 years, albeit with a different approach to real estate. Cokas Diko LLC filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 11-11623) in Santa Rosa, California, on April 30, 2011. Michael C. Fallon, Esq., represents the Debtor in the Chapter 11 case. In its schedules, the Debtor disclosed $214,143 in assets and $2,077,195 in liabilities. A case summary for Cokas Diko is in the May 5, 2011 edition of the Troubled Company Reporter. COVENTRY HEALTH: Moody's Reviews Ba1 Senior Debt Rating ------------------------------------------------------- Moody's Investors Service placed Coventry Inc.'s (NYSE:CVH, senior debt at Ba1) ratings under review for possible upgrade following the company's first quarter 2011 earnings release and improved full year 2011 earnings guidance. Commenting on the review for possible upgrade, Moody's said that Coventry's financial profile continues to improve with earnings margins increasing in 2010 over 2009 and management's commitment to maintain a consolidated 200% risk based capital (RBC) ratio at company action level (CAL). Financial flexibility continues to strengthen with access to a sizeable unregulated cash flow stream from the company's non-insurance subsidiaries. The rating agency added that while the business profile is not as strong, characterized by a large number of unconnected health plans operating under different names in 23 markets, membership appears to have stabilized in its commercial and Medicare segments. Additionally, the company has opportunities for growth in the Medicaid and Specialty segments. Moody's stated that its review will focus on Coventry's ability to sustain earnings margins and membership. Moody's Senior Vice President, Steve Zaharuk stated that, "The slow economic recovery, which may continue to pressure membership, and the implementation of minimum medical loss ratio regulations may present some challenges for the company." However, the rating agency noted that Coventry's solid first quarter results combined with 2010's performance portend that margins and membership should be strong for the balance of the year. These ratings were placed under review for possible upgrade: -- Coventry Health Care, Inc.: senior unsecured debt rating at Ba1; senior unsecured credit facility at Ba1; corporate family rating at Ba1; -- HealthAssurance Pennsylvania, Inc: insurance financial strength rating at Baa1; -- HealthAmerica Pennsylvania, Inc.: insurance financial strength rating at Baa1; -- Group Health Plan, Inc.: insurance financial strength rating at Baa1. Coventry Health Care, Inc., headquartered in Bethesda, Maryland reported medical membership of 3.4 million and Part D Medicare membership of approximately 1.2 million as of March 31, 2011. The company reported net income of $110 million on revenues (including investment income) of approximately $3.1 billion for the three months ending March 31, 2011. The principal methodology used in rating Coventry was Moody's Rating Methodology for U.S. Health Insurance Companies published in May 2011. Moody's insurance financial strength ratings (IFSR) are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. DALPHIS HOLDING: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Dalphis Holding, LLC 3980 Premier Ave. Memphis, TN 38118 Bankruptcy Case No.: 11-24849 Chapter 11 Petition Date: May 12, 2011 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: Melanie T. Vardaman, Esq. HARRIS JERNIGAN & GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 E-mail: melanievardaman@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Ben Morris, CEO. DONNELLEY & SONS: S&P Lowers Corporate Credit Rating to 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered all of its ratings on Chicago-based printer R.R. Donnelley & Sons Co. (RRD), including the corporate credit rating, to 'BB+' from 'BBB-'. The rating outlook is stable. S&P also lowered its commercial paper rating to 'B-1' from 'A-3.' "In addition, we assigned our 'BB+' rating to the company's proposed $500 million unsecured note due 2018," said Standard & Poor's credit analyst Tulip Lim. The recovery rating on this debt is '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. Proceeds of the notes are expected to be used to fund tender offers on existing debt. "Our 'BB+' long-term corporate credit rating on RRD reflects our expectation that over the long term, RRD will deploy debt and cash flow to pursue strategic acquisitions and operate as a consolidator in the industry, while also continuing share repurchases. We regard the business profile as satisfactory based on RRD's market position and efficiencies associated with its critical mass, notwithstanding secular decline in several of the company's products. We view RRD's financial risk as significant based on our expectation that the company's adjusted leverage will remain above 3x on an ongoing basis," S&P added. E*TRADE FINANCIAL: S&P Rates $435MM Sr. Unsecured Notes at 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' senior unsecured debt rating to E*TRADE Financial Corp.'s $435 million senior unsecured notes due May 2016. E*TRADE will use the proceeds to retire the $415 million 7.375% senior unsecured notes due 2013 and to pay the call premium, accrued interest, and related fees. Consequently, neither the total amount of debt nor the periodic interest expense changes materially. "Nevertheless, we consider the $1.6 billion of interest-bearing debt at the holding company to be large in relation to the operating subsidiaries' current cash-flow generation capacity. This is a material factor in the ratings. On the positive side, this transaction gives E*TRADE some breathing room with respect to holding-company cash flows, as the next major debt maturity is pushed back to 2015, when the $243 million 7.785% senior unsecured notes mature," S&P said. Ratings List E*TRADE Financial Corp. Counterparty Credit Rating B-/Stable/-- New Rating E*TRADE Financial Corp. $435 Mil. Sr. Unsec. Notes Due May 2016 B- EARTHLINK INC: S&P Assigns 'B' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Atlanta-based telecom and Internet service provider (ISP) EarthLink Inc. "At the same time, we assigned our 'B-' issue-level rating and '5' recovery rating to the company's $300 million of senior unsecured notes, which were originally proposed as a $400 million note issuance," S&P noted. The company may use the proceeds for redemption of its $256 million of convertible senior notes, and the remaining proceeds for general corporate purposes, including acquisitions, as well as redemption or repurchase of its ITC DeltaCom senior secured notes. "The ratings on EarthLink reflect the highly competitive nature of the business-oriented telecom markets in which it operates," said Standard & Poor's credit analyst Catherine Cosentino, "and our expectations for ongoing substantial revenue and EBITDA declines in its consumer Internet service business." The company also faces possible integration risks, with its recently acquired telecom service providers ITC DeltaCom and One Communications Inc., which, in our view, could prompt customer service issues and accelerated churn, the latter being an ongoing challenge for all companies in this space. These factors translate into a vulnerable business position. EAST AHM: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: East AHM Development, LLC dba Trailhead P.O. Box 1059 Snohomish, WA 98291 Bankruptcy Case No.: 11-02397 Chapter 11 Petition Date: May 13, 2011 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Judge: Frank L. Kurtz Debtor's Counsel: Paul H. Williams, Esq. LAW OFFICE OF PAUL H. WILLIAMS 601 North First Street, Suite B P.O. Box 123 Yakima, WA 98907 Tel: (509) 453-4799 Fax: (509) 575-3622 E-mail: phwatlaw@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/waeb11-02397.pdf The petition was signed by David Allegre, managing member. ELDORADO RESORTS: Moody's Assigns 'B2' CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating to Eldorado Resorts, LLC (Eldorado), and a B2 rating to the company's proposed $180 million senior secured notes. Eldorado is expected to use the note proceeds along with a $15 million term loan (unrated) to refinance its outstanding debt and redeem its preferred equity. The transaction is expected to close in early- June 2011 upon the repurchase, defeasance and/or delivery of irrevocable notices of redemption of the company's existing 10% notes and the consummation of the tender offer for the company's 9% notes as outlined in the offering memorandum. Eldorado's ratings are subject to final documentation. The notes will be secured by all assets on a second priority basis after the proposed first lien $15 million revolver and $15 million term loan. The notes will guaranteed by all subsidiaries, excluding the co-issuer (Eldorado Capital Corp.), Circus Eldorado Joint Venture, and minority interest in Tamarack Crossing, LLC. Ratings assigned: -- Corporate Family Rating at B2 -- Probability of Default Rating at B2 -- $180 million Senior Secured Notes due 2019 at B2, (LGD 4, 57%) RATINGS RATIONALE The B2 CFR reflects the company's small scale, limited diversification, high pro-forma debt to trailing twelve months EBITDA (approximately 4.8 times) and modest EBITDA-capex to interest coverage (about 2.2 times). The company operates two resort casinos located in Shreveport, Louisiana (approximately 85% of EBITDA) and Reno, Nevada (approximately 15 % of EBITDA). The ratings reflect Eldorado's good liquidity as operating cash flow is expected to exceed required debt amortization and maintenance capital expenditures. The company will also have access to a $15 million revolving credit facility. The ratings also reflect the intermediate risk of increased competition for the company's Shreveport property if gaming is ultimately introduced in Texas. The Dallas Forth Worth area of Texas is a key feeder market to Shreveport. By year-end 2012, Moody's expects Eldorado's debt to EBITDA to decline to about 4.0 times from anticipated debt reduction and a slight increase in EBITDA. The proposed note offering has a provision allowing the company to repay 10% of the outstanding notes in each year from 2012 to 2014 at a price of 103%. The rating outlook is stable reflecting Moody's view that Eldorado's earnings will begin a slow recovery and excess cash flow will be applied to debt reduction as allowed by the indenture. An upgrade is unlikely in the intermediate term given the company's scale and the possibility that gaming could be legalized in Texas. However, ratings could be considered for an upgrade if gaming demand begins to accelerate resulting in a decline of debt to EBITDA to around 3.0 times. Ratings could be downgraded if debt to EBITDA increases above 5.25 times or if the operating environment in the company largest market -- Shreveport - deteriorates. The principal methodology used in rating Eldorado Resorts LLC was the Global Gaming Industry Methodology, published December 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Eldorado Resorts LLC (Eldorado) owns and operates the Eldorado Shreveport Hotel and Casino located in Shreveport, Louisiana and the Eldorado Hotel and Casino in Reno, Nevada. Eldorado Resorts LLC generates approximately $260 million in net revenues annually. ELDORADO RESORTS: S&P Assigns Prelim. 'B+' Corp. Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B+' corporate credit rating to Reno, Nev.-based Eldorado Resorts LLC. The rating outlook is stable. "At the same time, we assigned the company's proposed $180 million senior secured notes due 2019 our preliminary 'B+' issue-level rating (the same as the preliminary 'B+' corporate credit rating). We also assigned this debt a preliminary recovery rating of '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The company plans to use proceeds from the proposed notes and a proposed $15 million senior secured term loan (unrated), in addition to some cash on hand, to repay its existing indebtedness and preferred equity interests. Our preliminary ratings are subject to our review of final documentation," S&P stated. "The preliminary 'B+' corporate credit rating reflects limited diversity, as the vast majority of the company's EBITDA derives from a single property, and the fact that both of its properties are in relatively competitive markets," said Standard & Poor's credit analyst Michael Halchak. "In addition, the rating reflects the potential for additional competition in the longer term in Texas, which we believe would meaningfully affect Eldorado's cash flow base, as well as the right of a minority shareholder to put its ownership position back to the company in 2015. These factors are somewhat offset by our expectation for at least modest growth in EBITDA, which should result in credit metrics that are strong for the rating and provide a cushion in the event these longer term risks materialize." ELITE PHARMACEUTIALS: Wistar Morris Holds 21.09% Equity Stake ------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Wistar Morris, III, disclosed that he beneficially owns 22,377,989 shares of common stock of Elite Pharmaceuticals, Inc., representing 21.09% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/IZUvz6 About Elite Pharmaceuticals Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP) -- http://www.elitepharma.com/-- is a pharmaceutical firm that develops and manufactures oral, controlled-release products using proprietary technology. Elite developed and manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R), for allergy treatment and expects to launch soon three approved generic products. Elite also has a pipeline of additional generic drug candidates under active development and the Company is developing ELI-216, an abuse resistant oxycodone product, and ELI- 154, a once-a-day oxycodone product. Elite conducts research, development and manufacturing in its facility in Northvale, New Jersey. The Company's balance sheet at Dec. 31, 2010, showed $10.89 million in total assets, $17.46 million in total liabilities, and $6.57 million in total stockholders' deficit. Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's results for fiscal year ended March 31, 2010. The independent auditors noted that the Company has experienced significant losses and negative operating cash flows resulting in a working capital deficiency and shareholders' deficit. The Company reported a net loss $8.1 million on $3.3 million of revenue for the fiscal year ended March 31, 2010, compared with a net loss of $6.6 million on $2.3 million of revenue for the year ended March 31, 2009. EMISPHERE TECHNOLOGIES: Says Cash to Last Only Until June --------------------------------------------------------- Emisphere Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $10.99 million, primarily due to change in fair value of derivative instruments, on $0 of net sales for the three months ended March 31, 2011, compared with a net loss of $17.26 million on $12,000 of net sales for the same period a year ago. The Company's balance sheet at March 31, 2011, showed $3.43 million in total assets, $74.28 million in total liabilities and a $70.85 million total stockholders' deficit. As of March 31, 2011, the Company had $1.8 million in cash and restricted cash, $10.9 million in working capital deficiency, a stockholders' deficit, and an accumulated deficit of $469.9 million. The Company's operating loss for the three months ended March 31, 2011, was approximately $2.1 million. The Company anticipates that it will continue to generate significant losses from operations for the foreseeable future, and that the Company's business will require substantial additional investment that it has not yet secured. As such, the Company anticipates that its existing cash resources will enable it to continue operations through approximately June 2011, or earlier, if unforeseen events arise that negatively affect the Company's liquidity. Further, the Company has significant future commitments and obligations. Consequently, the audit opinion issued by PricewaterhouseCoopers LLP, relating to the Company's financial statements for the year ended Dec. 31, 2010, contained a going concern explanatory paragraph. The independent auditors noted that the Company has experienced recurring operating losses, has limited capital resources and has significant future commitments. A full-text copy of the Form 10-Q is available for free at: http://is.gd/NoUHd3 About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. Since its inception in 1986, Emisphere has generated significant losses from operations. Emisphere anticipates it will continue to generate significant losses from operations for the foreseeable future, and that its business will require substantial additional investment that it has not yet secured. The Company reported a net loss of $56.91 million on $100,000 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $16.82 million on $92,000 of revenue during the prior year. ENEA SQUARE: Section 341(a) Meeting Scheduled for June 6 -------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of creditors in Enea Square Partners, LP's Chapter 11 case on June 6, 2011, at 10:00 a.m. The meeting will be held at the Office of the U.S. Trustee, 1301 Clay St. Room 680N, Oakland, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Concord, California-based, Enea Square Partners, LP filed for Chapter 11 protection (Bankr. N.D. Calif. Case No. 11-44888) on May 4, 2011. Bankruptcy Judge Roger L. Efremsky presides over the case. Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes And Kuhner represents the Debtor in its restructuring efforts. The Debtor estimated assets and debts at $10 million to $50 million. ENERGIZER HOLDINGS: S&P Says Credit Measures Closer to 'BB' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BBB-' corporate credit rating to St. Louis, Mo.-based Energizer Holdings Inc. The outlook is stable. "At the same time, we assigned a 'BBB-' senior unsecured debt rating to the company's proposed $600 million debt issuance under Rule 144A with registration rights. We expect that Energizer Holdings Inc. will issue the notes, which will be fully and unconditionally guaranteed by the material domestic subsidiaries of Energizer Holdings Inc. The company is expected to use net proceeds from the proposed debt offering to refinance near-term debt maturities and for general corporate purposes," S&P stated. Energizer had approximately $2.4 billion of total funded debt outstanding at March 31, 2011. "Our ratings on Energizer reflect our opinion that the company has a satisfactory business risk profile, which we believe provides support to the company's significant financial risk profile," said Standard & Poor's credit analyst Mark Salierno. Standard & Poor's bases its view on Energizer's business risk on the company's strong market positions in key categories within its household and personal care segments, its portfolio of well- established brands (including Energizer, Schick, Edge, Skintimate, Playtex, Wet Ones, Banana Boat), relatively sizeable and stable cash flow generation, and solid operating margins. "We also believe the company has good geographic and segment diversity to its cash flow, which help to offset its exposure to the batteries segment, which we believe is a mature market subject to deflationary trends. We view Energizer's sensitivity to raw material cost inflation as a risk factor. In addition, Energizer competes in highly competitive end markets in which discounting and promotion are aggressive, and against large competitors that have a high degree of financial flexibility, including Procter & Gamble Co.," S&P noted S&P related, "Although we believe Energizer generates good free cash flow and has adequate liquidity, our view that the company has a significant financial risk profile reflects credit measures that are relatively weak for the current rating level, and closer to 'BB' rating category medians. In addition, Energizer still has meaningful debt maturities over the intermediate term. Pro forma debt maturities over the next three years are in excess of $400 million after factoring in debt to be repaid in conjunction with its current refinancing plans." "The stable outlook reflects our belief that Energizer has substantially addressed its near-term refinancing risk, that operating performance will remain relatively steady despite some anticipated margin pressure, and that leverage will improve to below 3x over the next one to two years," S&P said. EXIDE TECHNOLOGIES: Settles Ch. 11 Suit With Ansell For $2.7M ------------------------------------------------------------- Pete Brush at Bankruptcy Law360 reports that Ansell Ltd. will get $2.7 million -- including getting to keep a $1.3 million insurance setoff -- to end marathon contract litigation in the bankruptcy of reorganized battery maker Exide Technologies, according to a settlement reached Thursday. Delaware bankruptcy Judge Kevin J. Carey shortened the time limit for objections after the proposed settlement was pitched by the parties, setting a May 20 objection deadline and scheduling a May 25 hearing, according to Law360. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer. Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. EXIDE TECHNOLOGIES: Reaches Deal with Tonolli Committee ------------------------------------------------------- Judge Kevin Carey approved an agreement to settle the claims filed by Tonolli Site RD/RA Steering Committee against Exide Technologies. Judge Carey held that Claim Nos. 3435 and 5067 will be deemed a single allowed general unsecured, non-priority Class P4-A claim for $200,000, and will be paid in accordance with the agreement and Exide's Joint Plan of Reorganization. The bankruptcy judge ordered Exide to withdraw its prior objection to Claim Nos. 3435 and 5067. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer. Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. FINANCIAL GUARDIAN: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Financial Guardian Group, LLC 6121A Heritage Park Drive, Suite 200 Chattanooga, TN 37416 Bankruptcy Case No.: 11-04862 Chapter 11 Petition Date: May 12, 2011 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtor's Counsel: William Caldwell Hancock, Esq. THE HANCOCK LAW FIRM 102 Woodmont Blvd., Suite 200 Nashville, TN 37205 Tel: (615) 345-0202 Fax: (615) 296-0947 E-mail: Hancocklaw@comcast.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnmb11-04862.pdf The petition was signed by Gregg Underwood, chief manager-member. FIRST FEDERAL: Bear State Discloses 94.6% Equity Stake ------------------------------------------------------ In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Bear State Financial Holdings, LLC, and Richard N. Massey disclosed that they beneficially own 17,115,262 shares of common stock of First Federal Bancshares of Arkansas, Inc., representing 94.6% of the shares outstanding. The percentage is based upon 16,394,619 shares of common stock of the Company issued and outstanding as reported in its preliminary proxy statement filed on May 6, 2011 for its annual meeting of stockholders to be held on June 22, 2011, plus 1,690,000 shares of common stock issuable upon exercise by Bear State Financial Holdings, LLC of the warrant. About First Federal Bancshares of Arkansas First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH) -- http://www.ffbh.com/-- is a unitary savings and loan holding company for First Federal Bank, a community bank serving consumers and businesses with a full range of checking, savings, investment and loan products and services. The Bank, founded in 1934, conducts business from 20 full-service branch locations, one stand-alone loan production office, and 30 ATMs located in Northcentral and Northwest Arkansas. The Company reported a net loss of $4.03 million on $29.82 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $45.49 million on $36.04 million in total interest income during the prior year. The Company's balance sheet at March 31, 2011 showed $577.67 million in total assets, $542.88 million in total liabilities and $34.79 million in total stockholders' equity. BKD, LLP expressed substantial doubt about the bank holding company's ability to continue as a going concern. The accounting firm noted that the Company has experienced significant losses in recent years and has significant levels of nonperforming assets. Furthermore, the Company has entered into a written agreement with the Office of Thrift Supervision which requires the Company to meet certain capital requirements by Dec. 31, 2010, which were not met. FONAR CORP: Reports $1.18-Mil. Net Income in Fiscal 3rd Quarter --------------------------------------------------------------- Fonar Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income - controlling interests of $1.18 million on $8.65 million of total revenues, net, for the three months ended March 31, 2011, compared with a net loss - controlling interest of $8,000 on $7.51 million of total revenues - net for the same period during the prior year. The Company also reported net income - controlling interest of $2.93 million on $25.35 million of total revenues, compared with a net loss - controlling interests of $3.04 million on $23.21 million of total revenues, for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $26.35 million in total assets, $27.13 million in total liabilities, and a $781,000 total stockholders' deficiency. "We are proud that we have now accomplished one year of solid profitability," said Raymond Damadian, M. D., president and chairman of FONAR Corporation. "Our total net income for these last four quarters was approximately $3 million and is among the most profitable one year periods in the Company's history." "At this time, all of the segments of our business are strong. Significantly, the management of the ten UPRIGHT(R) Multi- Position(TM) MRI centers has given us steady profitability that we can rely on regardless of the state of our economy. A major reason for our profitability has been the cost-control measures that we have taken and which continue to yield results. We are pleased with our accomplishments and plan to continue capitalizing on building a strong business and increasing shareholder value," said Dr. Damadian. Liquidity and Going Concern Marcum, LLP, in New York, N.Y., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the fiscal year ended June 30, 2010. The independent auditors noted that Company has suffered recurring losses from operations, continues to generate negative cash flows from operating activities, has negative working capital at June 30, 2010, and is dependent on asset sales to fund its shortfall from operations. At March 31, 2011, the Company had a working capital deficit of approximately $7.3 million and a stockholders' deficiency of approximately $781,000. For the nine months ended March 31, 2011, the Company generated a net income of approximately $2.9 million, which included non-cash charges of approximately $2.8 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/ChPlTi About FONAR Corporation Melville, N.Y.-based FONAR Corporation (Nasdaq: FONR) -- http://www.fonar.com/-- is a Delaware corporation which was incorporated on July 17, 1978. The Company conducts its business in two segments. The first, conducted directly through FONAR, is referred to as the Company's medical equipment segment. The second, conducted through the Company's wholly owned subsidiary Health Management Corporation of America, is referred to as the physician management and diagnostic services segment. The medical equipment segment is engaged in the business of designing, manufacturing, selling and servicing magnetic resonance imaging, also referred to as "MRI" or "MR", scanners which utilize MRI technology for the detection and diagnosis of human disease. Health Management Corporation of America provides management services, administrative services, billing and collection services, office space, equipment, repair, maintenance service and clerical and other non-medical personnel to diagnostic imaging centers. FONAR CORP: Regains Compliance With All NASDAQ Listing Standards ---------------------------------------------------------------- FONAR Corporation has been notified by the NASDAQ Listing Panel that "the Company has met the requirements of the Panel's decision dated March 17, 2011 and the applicable requirements for listing on The NASDAQ Stock Market." Furthermore the notification indicated it was closing the matter. As previously announced, on October 14, 2010, the Company received notice from the NASDAQ Listing Qualifications Staff that based upon the Company's non-compliance with the minimum $2.5 million stockholders' equity requirement as set forth in NASDAQ Listing Rule 5550(b)(1), the Company's securities were subject to delisting from The NASDAQ Capital Market. At a hearing on February 24, 2011, the Company requested the continued listing of its securities on The NASDAQ Capital Market pursuant to an extension within which to regain compliance with the applicable minimum $2.5 million stockholders equity. The request was accepted by NASDAQ in a decision dated March 17, 2011. On May 10, 2011, the Company filed its 10-Q for the quarter ended March 31, 2011, and issued a press release stating that it had succeeded in raising $6 million by May 2, 2011, which amount was more than sufficient to eliminate the stockholders' deficiency of $781,000 as of March 31, 2011 and achieve compliance with the stockholders' equity requirement of $2.5 million. About FONAR FONAR was incorporated in 1978, making it the first, oldest and most experienced MRI company in the industry. FONAR introduced the world's first commercial MRI in 1980, and went public in 1981. Since its inception, nearly 300 recumbent-OPEN MRIs and 150 UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been installed. FONAR's stellar product line includes the Upright(TM) MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI that performs Position(TM) imaging (pMRI(TM)) and scans patients in numerous weight-bearing positions, i.e. standing, sitting, in flexion and extension, as well as the conventional lie-down position. Liquidity and Going Concern Marcum, LLP, in New York, N.Y., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the fiscal year ended June 30, 2010. The independent auditors noted that Company has suffered recurring losses from operations, continues to generate negative cash flows from operating activities, has negative working capital at June 30, 2010, and is dependent on asset sales to fund its shortfall from operations. At March 31, 2011, the Company had a working capital deficit of approximately $7.3 million and a stockholders' deficiency of approximately $781,000. For the nine months ended March 31, 2011, the Company generated a net income of approximately $2.9 million, which included non-cash charges of approximately $2.8 million. FORUM HEALTH: Court Disapproves Plan Outline for Committee's Plan ----------------------------------------------------------------- The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern District of Ohio disapproved the disclosure statement explaining the Chapter 11 Plan proposed by the Official Committee of Unsecured Creditors in the Chapter 11 case of Forum Health, et al. In a hearing held on May 10, 2011, the Court ordered that the Committee may, in the future, file a new Disclosure Statement. Committee Plan Since November 2010, the Debtors engaged in negotiations with the Official Committee of Unsecured Creditors regarding a joint Chapter 11 plan. During the course of those discussions, however, the Committee raised an objection to the Debtors' proposal to (i) exclude two affiliates -- Western Reserve Health Foundation and Trumbull Memorial Hospital Foundation -- Foundations from a joint plan and (ii) seek dismissal of the Foundations' cases. The Committee rejected the Debtors' suggestion and, instead, filed its own plan and disclosure statement. The Committee Plan estimates that unsecured creditors will recover 15% to 17% of their claims. A copy of the disclosure statement explaining the Committee Plan is available for free at: http://bankrupt.com/misc/ForumHealth_Committee_DS.pdf The Committee Plan contemplates substantive consolidation of the all the Debtor entities. The Debtors do not believe that substantive consolidation as proposed in the Committee Plan is appropriate. Management Plan As reported in the Troubled Company Reporter on Feb. 15, 2011, Forum Health's Plan generally provides for the liquidation of the Debtors' remaining assets and distribution of proceeds to creditors in accordance with the Bankruptcy Code. Any remaining unpaid secured claims will be paid in full under the Debtors' Plan. Holders of unsecured creditor claims aggregating $152,000,000 to $167,000,000 are expected to recover 4.88% to 5.36%. Most of the Pension Benefit Guaranty Corp.'s $140,000,000 claim -- on account of unfunded contributions for a pension plan for 7,132 former employees of Forum Health -- is treated as an unsecured claim. Holders of equity interests won't receive any distributions. The Debtors have ceased operations as a healthcare provider and the Debtors continue to wind down their affairs. The TCR reported on May 6, 2011, that the Debtors revised the disclosure statement explaining its liquidating Chapter 11 plan. The Plan tells unsecured creditors with $152 million to $167 million in claims how they should recover 4.88% to 5.36%. The Pension Benefit Guaranty Corp., with a claim of as much as $140 million, will have the same recovery. Patients with medical malpractice claims will recover in full if there is insurance coverage. If there isn't, they will receive the same 4.88% to 5.36%. Secured bonds were paid in full from the sale of the hospital operation. About Forum Health Forum Health and its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). In its petition, Forum Health estimated $100 million to $500 million in assets and debts. McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A., serve as the Debtors' chapter 11 co-counsel. Huron Consulting Services LLC is the Debtors' Chief Restructuring Officer and Financial Support Personnel. Houlihan Lokey Howard and Zukin Capital, Inc. are the Debtors' investment bankers. Ernst & Young LLP is the Debtors' independent auditor. Baker and Hostetler and Thompson Hine LLP serve as special counsel. Squire, Sanders & Dempsey LLP serve as the bond counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. Alston & Bird LLP serves as counsel to the Official Committee of Unsecured Creditors. Grant Thornton LLP is the financial advisor to the Creditors Committee. GARDNER DENVER: S&P Affirms 'BB' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Rating Services affirmed its ratings, including the 'BB' corporate credit rating, on GDI. "Subsequently, we withdrew the ratings at the company's request. The outlook was positive at the time of withdrawal," S&P related. "The rating affirmation on GDI reflects the company's improving end-markets and its progress in improving profitability in its Industrial Products Group," said Standard & Poor's credit analyst Sarah Wyeth. "The company's improved leverage, measured by the ratio of adjusted total debt to EBITDA, was 1.2x at March 31, 2011, versus our expectation of 3.0x to 3.5x, but is somewhat offset by the company's financial policy, which in our view is significant," said Ms. Wyeth. "However, we believe that if the company continues to perform well it could absorb a sizable acquisition and still maintain total debt to EBITDA of approximately 3x, a level appropriate for the higher rating." GENERAL MARITIME: Sees $82.5MM Vessel Operating Expenses for 2011 ----------------------------------------------------------------- General Maritime Corporation made available on its Web site at http://www.generalmaritimecorp.com/estimates for its expected results in 2011. The Company estimated direct vessel operating expenses for the remaining three quarters at $82.50 million. The Company also estimated depreciation and amortization for the remaining three quarters at $71.40 million. A full-text copy of the filing is available for free at http://is.gd/HytDp9 About General Maritime Corp. Based in New York City, General Maritime Corporation through its subsidiaries provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products. The Company's vessels are primarily available for charter on a spot voyage or time charter basis. The Company's balance sheet at March 31, 2011, showed $1.72 billion in total assets, $1.42 billion in total liabilities, and $304.25 million in total shareholders' equity. The Company reported a net loss of $216.66 million on $387.16 million of voyage revenue for the year ended Dec. 31, 2010, compared with a net loss of $11.99 million on $350.52 million of voyage revenue during the prior year. Deloitte & Touche LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company requires additional financing in order to meet its debt obligations that will come due over the next year. In addition, the Company has current losses from operations, a working capital deficit and the expectation that certain of its loan covenants will not be achieved during 2011 without additional capital being raised, debt being refinanced or covenants waived or amended. * * * Standard & Poor's Ratings Services in December 2010 lowered its long-term corporate rating on General Maritime Corp. to 'CCC+' from 'B', and placed the ratings on CreditWatch with negative implications. At the same time, S&P lowered its ratings on the company's senior unsecured notes to 'CCC-', two notches below the new corporate credit rating; the recovery rating of '6', which indicates S&P's expectation that lenders will receive a negligible (0%-10%) recovery in a payment default scenario, remains unchanged. "The downgrade reflects General Maritime's weak liquidity, very limited financial covenant headroom (despite recent amendments), and deterioration in its financial profile," said Standard & Poor's credit analyst Funmi Afonja. "As of Sept. 30, 2010, General Maritime had no borrowing availability under its $749.8 million revolving credit facility and $8.7 million in unrestricted cash, after factoring financial covenant limitations. In S&P's opinion, the recent financial covenant amendments do not provide sufficient covenant headroom, and there is still a high probability of a covenant breach over the next quarter. If there is a covenant breach, lenders can require the immediate payment of all amounts outstanding. General Maritime's liquidity is further constrained by significant upcoming debt maturities, including $27.5 million in scheduled principal payments due in 2011 under its term loan, $50.1 million semiannual reduction on the revolver, beginning on April 26, 2011, and a bullet payment of $599.6 million in October 2012, when the facility expires. General Maritime also has a $22.8 million bridge loan facility that matures in October 2011. Cash interest payments on the bridge loan will increase if the company is unable to pay off the loan by Dec. 31, 2010." In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service lowered its ratings of General Maritime Corporation: Corporate Family to B3 from B1, Probability of Default to Caa1 from B2 and senior unsecured to Caa2 from Caa1. Moody's also downgraded the Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade of the ratings reflects GenMar's tightening liquidity position as a result of ongoing weak tanker freight rates and upcoming debt maturities. These maturities include the recently arranged $22.8 million bridge loan due Oct. 21, 2011 ("Bridge Loan"), and two $50 million repayments (one each on April 26, 2011 and Oct. 26, 2011) that are due on the company's $750 million revolving credit facility that was almost fully drawn at Sept. 30, 2010. GENERAL MARITIME: Registers 7.50MM Shares Under Incentive Plan -------------------------------------------------------------- General Maritime Corporation registered with the U.S. Securities and Exchange Commission 7.50 million shares of common stock under the General Maritime Corporation 2011 Stock Incentive Plan. About General Maritime Corp. Based in New York City, General Maritime Corporation through its subsidiaries provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products. The Company's vessels are primarily available for charter on a spot voyage or time charter basis. The Company's balance sheet at March 31, 2011, showed $1.72 billion in total assets, $1.42 billion in total liabilities, and $304.25 million in total shareholders' equity. The Company reported a net loss of $216.66 million on $387.16 million of voyage revenue for the year ended Dec. 31, 2010, compared with a net loss of $11.99 million on $350.52 million of voyage revenue during the prior year. Deloitte & Touche LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company requires additional financing in order to meet its debt obligations that will come due over the next year. In addition, the Company has current losses from operations, a working capital deficit and the expectation that certain of its loan covenants will not be achieved during 2011 without additional capital being raised, debt being refinanced or covenants waived or amended. * * * Standard & Poor's Ratings Services in December 2010 lowered its long-term corporate rating on General Maritime Corp. to 'CCC+' from 'B', and placed the ratings on CreditWatch with negative implications. At the same time, S&P lowered its ratings on the company's senior unsecured notes to 'CCC-', two notches below the new corporate credit rating; the recovery rating of '6', which indicates S&P's expectation that lenders will receive a negligible (0%-10%) recovery in a payment default scenario, remains unchanged. "The downgrade reflects General Maritime's weak liquidity, very limited financial covenant headroom (despite recent amendments), and deterioration in its financial profile," said Standard & Poor's credit analyst Funmi Afonja. "As of Sept. 30, 2010, General Maritime had no borrowing availability under its $749.8 million revolving credit facility and $8.7 million in unrestricted cash, after factoring financial covenant limitations. In S&P's opinion, the recent financial covenant amendments do not provide sufficient covenant headroom, and there is still a high probability of a covenant breach over the next quarter. If there is a covenant breach, lenders can require the immediate payment of all amounts outstanding. General Maritime's liquidity is further constrained by significant upcoming debt maturities, including $27.5 million in scheduled principal payments due in 2011 under its term loan, $50.1 million semiannual reduction on the revolver, beginning on April 26, 2011, and a bullet payment of $599.6 million in October 2012, when the facility expires. General Maritime also has a $22.8 million bridge loan facility that matures in October 2011. Cash interest payments on the bridge loan will increase if the company is unable to pay off the loan by Dec. 31, 2010." In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service lowered its ratings of General Maritime Corporation: Corporate Family to B3 from B1, Probability of Default to Caa1 from B2 and senior unsecured to Caa2 from Caa1. Moody's also downgraded the Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade of the ratings reflects GenMar's tightening liquidity position as a result of ongoing weak tanker freight rates and upcoming debt maturities. These maturities include the recently arranged $22.8 million bridge loan due Oct. 21, 2011 ("Bridge Loan"), and two $50 million repayments (one each on April 26, 2011 and Oct. 26, 2011) that are due on the company's $750 million revolving credit facility that was almost fully drawn at Sept. 30, 2010. GENWORTH MORTGAGE: S&P Lowers Underlying Ratings on CaHLIF Bonds ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating and underlying rating (SPUR) to 'BBB' from 'A' on California Housing Finance Agency's (CalHFA) bonds issued under its home mortgage revenue bond (HMRB) indenture. The outlook is stable. The lowered ratings reflect S&P's opinion of: * "A loan portfolio that we consider to be of moderate to high risk, with approximately 42% of loans insured through a reinsurance contract with Genworth Mortgage Insurance Corp. (BB+/Negative) with the California Housing Loan Insurance Fund (CaHLIF, 'NR'), and a significant portion of loans composed of either interest-only or 40-year loans," S&P stated. * The weak California housing market, which has contributed to high nonperforming assets. * Financial challenges facing CalHFA resulting from the significant use of variable-rate debt and swaps. "The factors are partially offset by our opinion of consolidated cash flows that demonstrate sufficient assets and revenues to absorb projected loan losses without reliance on cash contributions by CalHFA from other funding sources," said Standard & Poor's credit analyst Lawrence Witte. "In addition, participation in the U.S. Treasury's Temporary Credit and Liquidity Program has allowed to the agency to refinance some of its high interest and variable-rate debt," added Mr. Witte. If the issuer is able to demonstrate sufficient excess assets to cover potential liquidity and credit shortfalls under various prepayment scenarios at the 'A' level, Standard & Poor's would consider an upgrade. If the indenture's fund balance declines considerably, loss assumptions increase, or CalHFA is unable to find a replacement for the Temporary Credit and Liquidity Program support, negative rating action could be warranted. GIBSON ENERGY: Moody's Affirms B1 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service changed Gibson Energy Holdings ULC's (Gibson) outlook to positive and affirmed its B1 Corporate Family Rating (CFR). Moody's assigned a B1 rating to Gibson Energy ULC's proposed US$250 million senior secured revolver and to its proposed US$700 million senior secured term loan. Moody's also assigned a SGL-2 Speculative Grade Liquidity rating. The ratings are contingent upon the completion of a proposed C$500 million equity issue by Gibson's parent and guarantor, Gibson Energy Inc. Assignments: Issuer: Gibson Energy Holdings ULC -- Speculative Grade Liquidity Rating, Assigned SGL-2 Issuer: Gibson Energy ULC -- Senior Secured Bank Credit Facility, Assigned B1(LGD 3, 43%) -- Senior Secured Bank Credit Facility, Assigned B1(LGD 3, 43%) Outlook Actions: Issuer: Gibson Energy Holdings ULC -- Outlook, Changed To Positive From Stable Issuer: Gibson Energy ULC -- Outlook, Changed To Positive From Stable RATINGS RATIONALE The proceeds of the term loan, along with the proceeds of a planned C$500 million equity issue, will be used to repay both US$760 million of existing notes and C$135 million of preferred shares, and to fund anticipated capital expenditures. "The change to a positive outlook reflects debt reduction of approximately US$200 million, and the prefunding of 2011 growth capital expenditures from the proceeds of a C$500 million equity issue," said Terry Marshall, Moody's Senior Vice President. "The positive outlook also anticipates growth in EBITDA from full-year contributions of cash flow from acquisitions completed in 2010 and organic growth from expansionary capital spending in 2011 and 2012." Gibson's B1 CFR reflects the concentration in western Canadian midstream gathering and storage activities, albeit with recently- acquired geographic diversity in the U.S. The rating also reflects the company's history of operating with high leverage, although this should reduce over the next year with anticipated EBITDA growth. The rating also considers the price and volume risks inherent in the company's business segments, particularly with respect to its marketing activities, which expose the company to market risks resulting from movements in commodity prices between the time volumes are purchased and sold. The marketing business has a track record of consistent if modest profitability, and Gibson's experienced management team has hedged price risk inherent in this business segment appropriately to date. The rating is supported by Gibson's diversified operations in several midstream segments, solid market position in each of its principal business areas, and proximity and ability to service the oil sands industry. The SGL-2 Speculative Grade Liquidity rating indicates good liquidity over the next 12 months. Gibson's pro-forma cash of approximately C$120 million and cash from operations should be sufficient to fund all but about $20 million of the company's maintenance and growth capital and cash dividends through the first quarter of 2012. To fund this shortfall the company should have access to all of its US$250 million revolving credit facility, but for an estimated $40 million used for letters of credit. The revolver has two financial covenants (maximum senior secured leverage ratio of 5:1 with two step-downs; minimum interest coverage ratio of 2.5:1 with two step-ups), neither of which is expected to pose a compliance issue. Gibson's alternative sources of liquidity are limited principally to the sale of existing properties, which are largely encumbered and would require the approval of secured lenders. The rating could be raised if Gibson is able to execute on its business plan, completing growth capital expenditures and realizing anticipated growth in EBITDA, resulting in an improvement in debt to EBITDA to below 4x, Management has in the past managed the company to much higher leverage levels, so ability will need to be coupled with a willingness to reduce leverage in order for the rating to be upgraded. A downgrade in rating is unlikely in the near term, but could be lowered if it appeared the ratio of debt to EBITDA was likely to be unsustainable below 5.5x. The secured revolver and term loan B are rated at the B1 CFR, reflecting both the company's overall probability of default, to which Moody's assigns a PDR of B1, and a loss given default (LGD) of LGD3 (43%) using Moody's Loss Given Default Methodology. Gibson has a large trade payables balance due to the significant weighting of purchase and sale activity related to its marketing business. Given that approximately 50% of these payables are netted against receivables on a monthly basis, only 50% of trade payables are included in the LGD model. The principal methodology used in rating Gibson was Global Midstream Energy rating methodology published in December 2010. Gibson Energy Holdings ULC is a Calgary, Alberta based midstream energy company engaged in the transportation, storage, blending, processing, marketing and distribution of crude oil and related products. Gibson Energy Holdings ULC will be a wholly-owned subsidiary of publicly-traded Gibson Energy Inc., which will provide a downstream guarantee for the rated debt. GLC LIMITED: Files Schedules of Assets & Liabilities ---------------------------------------------------- GLC Limited filed with the U.S. Bankruptcy Court for the Southern District of Ohio, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $18,231,434 C. Property Claimed as Exempt D. Creditors Holding $255,900 Secured Claims E. Creditors Holding $69,000 Unsecured Priority Claims F. Creditors Holding $27,770,456 Unsecured Non-priority Claims -------------- -------------- TOTAL $18,231,434 $28,095,356 About GLC Limited Proctorville, Ohio-based GLC Limited is principally a liquidation company in the wholesale/retail distribution industry. It offers large selections of name brand products in many categories. It distributes its goods through a network of wholesale distributors, retail chains and discount and surplus centers. It owns four warehouses for its goods which are located in Proctorville and Columbus, Ohio and Huntington, West Virginia. GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No. 11-11090) on Feb. 28, 2011. James R. Burritt, chief restructuring officer, signed the Chapter 11 petition. The Debtor estimated its assets and debts at $10 million to $50 million. Ronald E. Gold, Esq., at Frost Brown Todd LLC, serves as the Debtor's bankruptcy counsel. The Official Committee of Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped Morris, Manning & Martin, LLP, as counsel. GLOBAL CAPACITY: Completes Sale of All Assets to Pivotal Group -------------------------------------------------------------- Global Capacity has completed the sale of substantially all of its assets to GC Pivotal, LLC, an affiliate company of the leading investment firm Pivotal Group. With this transaction now complete, the Company moves forward as a privately-held company with a strong balance sheet and no debt. GC Pivotal, LLC will go to market as Global Capacity, offering the same innovative solutions that customers have come to expect. "Global Capacity now has the financial strength and strategic backing required to invest in and evolve our innovative One Marketplace Access Exchange platform," states Patrick Shutt, CEO of Global Capacity. "We are pleased that Pivotal Group has recognized the unique value offering of this platform, and we look forward to continuing to provide the highest quality solutions and services to our customers and prospects. And notably, we are extremely grateful for the loyalty of our customers and suppliers as we completed this process." This acquisition transfers Global Capacity's business into a privately-held company with no debt and positive monthly cash flow from operations. The Company has maintained strong customer and supplier relationships throughout its restructuring process, and with the completion of this transaction, Global Capacity has the financial support from Pivotal required to advance the Company's organic growth objectives, while investing in further expansion of its One Marketplace Access Exchange. "We are extremely pleased to complete our Global Capacity transaction," continues Francis Najafi, CEO of Pivotal Group. "The One Marketplace Access Exchange is a unique platform in a very large, inefficient global fiber market. We believe that this innovative platform is on the verge of exponential growth," he added. The sale was approved by the count in the Global Capacity bankruptcy case, and the details on the asset transfer may be found there. The court will supervise the post-sale wind-down of the bankruptcy. About Global Capacity Headquartered in Chicago, Illinois, Capital Growth Systems, Inc., known as Global Capacity, and its subsidiaries operate in one reportable segment as a single source telecom logistics provider in North America and the European Union. The Company helps customers improve efficiency, reduce cost, and simplify operations of their complex global networks -- with a particular focus on access networks. Capital Growth Systems and its affiliates filed for Chapter 11 protection on. The lead debtor is Global Capacity Holdco LLC (Bankr. D. Del. Case No. 10-12302). Global Capacity Group Inc. estimated $10 million to $50 million in assets and debts in its petition. GRADY INVESTMENT: Court Orders Real Estate to be Sold at Auction ---------------------------------------------------------------- Iron Horse Auction Company, Inc. will be selling acres of highly desirable land on Clinard Farms Road. The land is just south of I-40 and the airport and west of NC Highway 68. It is zoned General Business and Traditional Neighborhood under a Conditional Use Permit. The property will be offered in 3 parcels, 2 of which are being sold by U.S. Bankruptcy Court Order in the matter of Grady Investment Properties LLC, Debtors in Possession, Case Number 10-10360. The third property is owned by a local financial institution. The auction will be held on June 9th at 6 p.m. at the Ashford Suites Hotel on Sedgebrook Street in High Point. Will Lilly of Iron Horse Auction Company, Inc. states, "This land represents an opportunity to buy prime development land in one of Guilford County's strongest growth areas. It is only a matter of time before this land is ready for a great investment opportunity." Further information can be found at http://www.ironhorseauction.com/or by calling 800-997-2248. Grady Investment Properties, LLC, also known as Grady Apartments, filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 10-10360) on Feb. 26, 2010. Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP, in Greensboro, North Carolina. The Debtor estimated assets and debts of $1 million to $10 million. GRAMERCY PARK: Files Sale-Based Chapter 11 Plan ----------------------------------------------- Gramercy Park Land LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a proposed Chapter 11 plan of reorganization and an explanatory disclosure statement. The Chapter 11 plan is hinged on the proposed sale of certain properties to Alchemy Gramercy LLC, which agreed to acquire the properties under a purchase and sale agreement dated April 13, 2011. Absent higher and better offers, Alchemy will acquire the assets for a purchase price of $27,500,000, plus payment $400,000 for the Debtor's estate solely for allowed administrative, statutory, priority and general unsecured claims. Stabfund (USA) Inc., mortgagee of the real properties, will be paid from the proceeds of the sale of the properties, in full satisfaction of its secured claims. Each holder of general unsecured claims will be entitled to receive cash, if any, after payment in full to all holders of the allowed administrative expense claims, allowed priority tax claims and allowed priority claims. Shareholders will not retain their interests in Debtor and will receive no distribution unless all other classes are paid in full with interest. A full-text copy of the Chapter 11 Plan Of Reorganization is available for free at http://ResearchArchives.com/t/s?7605 About Gramercy Park New York-based Gramercy Park Land, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11385) on March 29, 2011. Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11- 11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11- 11387) simultaneously filed separate Chapter 11 petitions on March 29, 2011. GRAMERCY PARK: Proposes Alchemy-Led Auction for Assets ------------------------------------------------------ U.S. Bankruptcy Court for the Southern District of New York to approve a proposed bidding procedures to govern the sale of certain real estate properties, subject to better and higher bids. The Debtor tells the Court that it reached a deal with Alchemy Gramercy LLC to sell the properties on April 13, 2011, wherein, absent higher and better offers, Alchemy agreed to buy the properties for a purchase price of $27.5 million plus $400,000 for the Debtor's estate for allowed administrative, statutory, priority and general unsecured claims. The properties up for sale are 276-280 Third Avenue, New York, New York, inclusive of all Air Rights and other Development Rights appurtenant to the 266 Third Parcel and the 276 Third Parcel, and the Development Rights appurtenant to 266 Third Avenue, 272 Third Avenue, 274 Third Avenue and 158 East 22nd Street, New York, New York. Under the deal, the Debtor has agreed to pay a break-up fee of 3% of the purchase price in the event the stalking horse bidder is outbid at the auction. A full-text copy of the Purchase and Sale Agreement is available for free at http://ResearchArchives.com/t/s?7606 About Gramercy Park New York-based Gramercy Park Land, LLC, filed for Chapter 11 bankruptcy protection on March 29, 2011 (Bankr. S.D.N.Y. Case No. 11-11385). Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11- 11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11- 11387) simultaneously filed separate Chapter 11 petitions on March 29, 2011. GREYSTONE PHARMACEUTICALS: Plan to Pay Unsecureds in 9 Years ------------------------------------------------------------ Greystone Pharmaceuticals, Inc., submitted to the U.S. Bankruptcy Court for the Western District of Tennessee a new Chapter 11 Plan prepared by its founder and CEO, Greg P. Pilant. The Amended Plan contemplates that secured creditors will be paid in installments with interest of 10% to 12% from net income until the claims are paid in full, with final payment to be made in 2011 or 2012. General unsecured claims, aggregating $18 million to $19.5 million, will be paid quarterly starting on 2014 and will be paid in full by 2020. Holders of equity interests will retain their ownership interest but will not receive any distributions until creditors are paid in full. The secured creditors and the unsecured creditors are impaired under the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/GREYSTONEPHARMACEUTICALS_DS419.pdf Mr. Pilant can be reached at: Greg P. Pilant, chairman and CEO Greystone Pharmaceuticals, Inc. 16261 Bass Rd. Suite 202 Fort Myers, FL 33908 Tel: (239) 432-2780 Fax: (239) 432-2782 Cell: (901) 289-8617 About Greystone Pharmaceuticals, Inc. Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn. Case No. 09-32236). John L. Ryder, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis, Tenn., assists the Company in its restructuring effort. David J. Cocke, Esq., at Evans Petree PC, in Memphis, Tenn., represents the Unsecured Creditor's Committee as counsel. In its schedules, the Debtor disclosed $25,467,546 in assets, and $22,601,150 in liabilities as of the petition date. GULF SOUTH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Gulf South Medical & Surgical Institute, Inc. dba Kenner Dermatology Clinic dba Algiers Dermatology Clinic dba Chalmette Dermatology Clinic dba Covington Dermatology Clinic dba Slidell Dermatology Clinic dba Hammond Dermatology Clinic dba Farber Dermatology Clinic dba Terrytown Dermatology Clinic 3705 Florida Avenue Kener, LA 70065 Bankruptcy Case No.: 11-11551 Chapter 11 Petition Date: May 13, 2011 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: Darryl T. Landwehr, Esq. 1010 Common Street, Suite 1710 New Orleans, LA 70112 Tel: (504) 561-8086 Fax: (504) 561-8089 E-mail: dtlandwehr@aol.com Scheduled Assets: $7,154,572 Scheduled Debts: $1,177,096 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/laeb11-11551.pdf The petition was signed by George Farber. GULFSTREAM INT'L: Victory Park Completes Purchase of Business ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Victory Park Capital Advisors LLC is buckling again into the airline sector, completing its purchase of Gulfstream International Group Inc. As reported in the Troubled Company Reporter in January, Bankruptcy Judge John K. Olson on Jan. 20 entered an order authorizing Gulfstream to sell its business to an affiliate of Chicago-based Victory Park Capital. Victory Park bought Gulfstream in return for financing it provided the Chapter 11 case. In addition, Victory Park agreed to pay Raytheon Aircraft Credit Co. $18.7 million to buy the 21 Beechcraft 1900 D aircraft that Gulfstream operates. Raytheon also will be paid arrears on the aircraft leases. Victory Park will pick up specified expenses of the Chapter 11 case while setting aside a $600,000 fund to pay professional fees. Victory Park is also allowing the creation of a $100,000 fund to finance lawsuits. A prior bankruptcy court order said there will be a "structured dismissal" of the Chapter 11 case within 30 days of the completion of the sale. About Gulfstream International Fort Lauderdale, Florida-based Gulfstream International Airlines (NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000 aircraft, and specialized in providing travelers with access to niche locations not typically covered by major carriers. GIA operated more than 150 scheduled flights per day, serving nine destinations in Florida, 10 destinations in the Bahamas, five destinations from Continental Airline's hub under the Department of Transportation's Essential Air Service Program and supports charter service to Cuba through a services agreement with Gulfstream Air Charter, Inc., an entity otherwise unrelated to the Debtors. GIA operated as a Continental Connection carrier, as well as for United Airlines, Northwest Airlines and Copa Airlines, through code share agreements. GIA has 620 employees, including 530 working full-time. Gulfstream International Group, Inc., and its units including Gulfstream International Airline, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on Nov. 4, 2010. Brian K. Gart, Esq., at Berger Singerman, P.A., serves as the Debtors' bankruptcy counsel. Jetstream Aviation Capital, LLC and Jetstream Aviation Management, LLC, serve as financial advisors to the Debtors. Robert A. Schatzman, Esq., Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at GrayRobinson, P.A., in Miami, Florida, serve as counsel to the Official Committee of Unsecured Creditors. Gulfstream International Airlines disclosed $15,967,096 in total assets and $25,243,099 in total liabilities. Victory Park provided Gulfstream with up to $5 million debtor-in- possession financing to fund the Chapter 11 case. HAMPTON ROADS: Promotes C. Parker to Pres. Outer Banks Market ------------------------------------------------------------- Hampton Roads Bankshares, Inc., announced that Gateway Bank & Trust Co., a division of Bank of Hampton Roads, has promoted Charles E. Parker, III to President, Outer Banks Market. Gateway Bank has also named Ronald K. Bennett as Senior Market Development Officer and Chairman of its Outer Banks Community Board. Mr. Parker has over 27 years of banking experience, most recently serving as Senior Vice President and Commercial Lender at Gateway Bank. In his new role, he will oversee all commercial banking in the Outer Banks market. Mr. Parker has an extensive community service record in the region, serving as a current board member for Fellowship of Christian Athletes NE-NC, Outer Banks Community Development Corporation, and Outer Banks Crime Line, and as a member of the Outer Banks Kiwanis Club. "Continuing to work and live in the Outer Banks community is a blessing. I look forward to the opportunities the Market President role presents," said Parker. "Our customers, co- workers, and board members make Gateway Bank a first class financial institution and I am excited about our future." With over 38 years in the banking industry, Bennett will be responsible for expanding Gateway Bank's presence in the Outer Banks Market and leading its Community Board, which he was instrumental in developing. He currently serves on the Board of Directors for Pathways International, Coastal Studies Institute Foundation, and the Juvenile Crime Prevention Council for Dare County, and is a member of North Banks Rotary Club. "I am thrilled to be able to continue working with the best group of bankers anywhere and to be able to devote my full efforts to business development," said Bennett. "Based on our employees' unwavering commitment to excellent customer service and the strong leadership of senior management, the future looks very bright for our Company." John A. B. "Andy" Davies, Jr., the Company's President and Chief Executive Officer, said, "Chuck and Ron have been instrumental in building the Gateway Bank franchise on the Outer Banks. Their leadership, industry knowledge, and community dedication are exemplary - they are a true asset to our organization and the communities we serve." About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company said in its Form 10-Q for the Sept. 30, 2010 quarter that due to its financial results, the substantial uncertainty throughout the U.S. banking industry, and the Written Agreement the Company and BOHR have entered into, doubts existed regarding the Company's ability to continue as a going concern through the second quarter of 2010. However, management believes this concern has been mitigated by the initial closing of the Private Placement that occurred on Sept. 30, 2010. The Company reported a net loss of $210.35 million on $122.20 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $201.45 million on $149.44 million of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $2.90 billion in total assets, $2.71 billion in total liabilities and $190.79 million in total shareholders' equity. Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed substantial doubt about the Company's ability to continue as a going concern in its report on the Company's restated consolidated financial statements for the year ended Dec. 31, 2009. The independent auditors noted that quantitative measures established by regulation to ensure capital adequacy require the Company and its subsidiary banks to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and Tier I capital to average assets. In addition, the Company has suffered recurring losses from operations and declining levels of capital. HARRY & DAVID: Court Approves $300 Million Financial Bailout ------------------------------------------------------------ Damian Mann at Ashland Daily Tidings reports that a $310 million financial bailout approved by the U.S. Bankruptcy Court in Delaware could give Harry & David Holdings Inc. the leverage to pull out of bankruptcy. According to the report, after smoothing out objections by creditors, the bankruptcy court approved a $100 million line of credit and a $55 million loan for Harry & David, one of the largest employers in Southern Oregon. In addition to the line of credit and loan, Harry & David received approval from the court for another $100 million in exit financing, as well as a $55 million stock offering intended to help the company emerge from Chapter 11 bankruptcy protection. Daily Tidings says a committee representing unsecured creditors came to an agreement with Harry & David over the loans. The creditors, who provide goods and services but don't have any assets in the company, earlier had balked at fees being charged for the loans for the financial bailout. The higher the fees, the less the creditors might receive. Daily Tidings relates that Wasserstein & Co, the parent company of Harry & David, is one of many lenders that have agreed to prop up the gourmet food and gift retailer, but also wanted to charge fees and for the loans. Wasserstein also wanted additional shares in Harry & David as part of the restructuring plan. According to Daily Tidings, the unsecured creditor committee includes a major landlord, a candy company, printing company and the U.S. Pension Benefit Guaranty Corp., a federal pension protection agency. In objecting to the initial proposal, the committee members said Wasserstein would be "the primary beneficiary" of the bankruptcy by receiving $5 million in fees for agreeing to buy any unsold stock in addition to fees of $625,000 annually to maintain its management services. Daily Tidings says creditors also pointed out the private equity firm had made significant profits on its investment in Harry & David while saddling the company with $200 million in bonded debt. Details of the loans were made public by Sard Verbinnen & Co. and Rothschild Inc., two firms working with Harry & David during the Chapter 11 negotiations. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, Inc. -- is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. The cases are jointly administered, with Harry David Holdings as lead case. Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local counsel. David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. McKinsey Recovery & Transformation Services U.S. LLC is being tapped as management consultants. Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock & Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP are counsel to principal noteholders. Moelis & Company is the financial advisor to the principal noteholders. Lowenstein Sandler has been retained as counsel to the unsecured creditors committee in the Harry & David bankruptcy case. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. HEARUSA, INC: Files for Chapter 11 to Sell Assets to Demant ----------------------------------------------------------- HearUSA, Inc., which sells hearing aids in 10 states, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-23341) on May 16, 2011, to sell the business for $80 million to William Demant Holdings A/S. "After exploring a range of possible alternatives to meet our liquidity needs to operate our business, management and the Board of Directors of HearUSA concluded that a court-supervised sale of our assets is in the best interest of the Company and its stakeholders," said Gino Chouinard, Interim Chief Executive Officer, President and Chief Operating Officer. "We are committed to continuing our business operations with minimal impact throughout the process and will continue to serve our customers with the high standard of care they have come to expect from us." The Debtor said that assets are $65.6 million, against debt of $64.7 million as of March 31, 2010. It operates 134 centers throughout Florida, New York, New Jersey, Massachusetts, Ohio, Michigan, Missouri, North Carolina, Pennsylvania, South Carolina and 38 centers in California (through HEARx West). HearUSA said it is the nation's only hearing care network accredited by Utilization Review Accreditation Commission, an independent, nonprofit health care accrediting organization. Joseph J. Luzinski, senior vice president of Development Specialists, and retained as chief restructuring officer of HearUSA, relates the Debtor has a supply agreement with Siemens Hearing Instruments Inc., under which the Debtor agreed to fill 90% of its centers' hearing aid requirements with Siemens' products. Siemens extended to HearUSA a $50 million credit facility. If the 90% minimum purchase requirement is met, HearUSA earns rebates, which are then used to liquidate principal and interest payments due under the credit agreements. Siemens is owed $31.3 million as of the Petition date. Siemens prompted the bankruptcy filing by terminating the credit agreement and demanding immediate payment as the result of a dispute over proceeds from the sale of HearUSA's Canadian business. The Debtor had already paid Siemens $8.1 million of the proceeds from the sale. But Siemens demanded additional payment of $2.3 million due as a result of the sale. On Feb. 4, 2011, the Debtor filed a complaint against Siemens in the Supreme Court of the State of New York, seeking a declaratory judgement concerning the $2.3 million claim by Siemens. But before the matter had come before the court, Siemens on March 17, 2011, issued a notice of default. The Debtor sought a temporary restraining order to prevent Siemens from declaring the default and accelerating the full amount under the credit agreement. The trial court, however, denied the motion. An appellate court later granted a TRO against Siemens. HearUSA operated at a loss since inception. In 2009, revenue was $88.9 million. In 2010, revenue of $83.5 million resulted in a $2.6 million loss from operations and a $7.9 million net loss. For this year's first quarter, revenue of $14.8 million resulted in a $2.2 million loss from operations. Projected revenue this year is $61 million. Sale to William Demant The Debtor has received an offer from Denmark-based William Demant to acquire all of the assets for $70 million in cash plus other non-cash consideration. The sale to Demant, the stalking horse bidder, is subject to higher and better offers at a bankruptcy court-sanctioned auction. The Debtor intends to continue to market its business for sale as a going concern. The contract with Demant requires bankruptcy court approval of auction procedures by June 6 and completion of the auction by July 18. The hearing for approval of the sale must occur by July 19. DIP Financing From Proposed Buyer Demant will provide $10 million in postpetition financing to assist the Debtor in continuing its operations pending a sale. If Demant ends up the buyer, the debt will be assumed as part of the purchase price. The $10 million in financing from Demant will be secured by a lien junior to the Siemens debt. The Debtor is also seeking to use the cash that constitute as collateral of Siemens. The Debtor notes that the proposed purchase price exceeds by over $50 million the principal amount of the prepetition secured obligations to Siemens. "We believe the DIP financing agreement with William Demant will provide the resources we need to satisfy our obligations to employees, suppliers and customers, and to meet our obligations under our managed care contracts. We are committed to make this a seamless process for all of our stakeholders," said Mr. Chouinard. Business As Usual To ensure that day-to-day operations continue as usual, the Company has filed "first day" motions seeking assurances from the court that employees will continue to receive their usual pay and benefits on an uninterrupted basis, that the Company can honor its agreements, and that customers will continue receiving goods and services as they normally would. The Company said that as part of the chapter 11 process, it will seek to obtain the "highest and best" offer for its assets. The Company will hold a court- supervised competitive auction for its assets with William Demant's stalking horse bid as the floor, and seek court approval to close a final transaction. The Company said it expects to close within a matter of months. The Company also announced that on May 9, 2011, Stephen J. Hansbrough resigned as Chief Executive Officer and Chairman of the Board of Directors. The Board has appointed Gino Chouinard to serve as Interim Chief Executive Officer. HEARUSA, INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: HearUSA, Inc. 1250 NorthPoint Parkway West Palm Beach, FL 33407 Bankruptcy Case No.: 11-23341 Chapter 11 Petition Date: May 16, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Brian K. Gart, Esq. BERGER SINGERMAN, P.A. 350 E. Las Olas Boulevard, #1000 Ft Lauderdale, FL 33301 Tel: (954) 525-9900 E-mail: bgart@bergersingerman.com - and - Debi Evans Galler, Esq. BERGER SINGERMAN, P.A. 200 S. Biscayne Boulevard, #1000 Miami, FL 33131 Tel: (305) 755-9500 E-mail: dgaller@bergersingerman.com - and - Paul Steven Singerman, Esq. BERGER SINGERMAN, P.A. 200 S. Biscayne Boulevard, #1000 Miami, FL 33131 Tel: (305) 755-9500 E-mail: singerman@bergersingerman.com Debtor's Special Counsel: BRYAN CAVE, LLP Debtor's Investment Banker: SONENSHINE PARTNERS, LLC Debtor's Restructuring Advisors: DEVELOPMENT SPECIALISTS, INC. Debtor's Notice, Claims and Balloting Agent: TRUSTEE SERVICES, INC. Debtor's Communications Consultants: ALIXPARTNERS, LLC Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Joseph J. Luzinski, chief restructuring officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bryan Cave -- $466,070 P.O. Box 503089 St. Louis, MO 63150-3089 Oticon Inc. -- $259,030 P.O. Box 8500-52843 Philadelphia, PA 19178-2843 Hansaton Accoustics Inc. -- $242,126 15650 36th Avenue N., Suite 110 Plymouth, MN 55446 United Healthcare of Fl, Inc. -- $187,222 Phonak -- $177,696 AARP -- $115,212 JKG Corporation -- $113,621 Spectrum Brands -- $69,119 Daily News -- $68,540 Family Hearing Aid Center -- $63,258 Starkey -- $56,927 USI Insurance Services, LLC -- $53,894 Dowd, Kathy -- $49,844 Oaktree Products Inc. -- $46,907 Precision Laboratories Inc. -- $43,968 BDO Seidman -- $36,760 Verizon Business -- $36,209 Advisory Financial Group -- $32,755 Dalco Contingency, LLC -- $32,276 Newsday -- $31,840 HYMAN FAMILY: Shuts Down Two Susie's Deals Stores in Anaheim ------------------------------------------------------------ Hang Nguyen at the Orange County Register reports that Susie's Deals confirmed that it's shuttering another two stores in Orange County. Susie's Deals is closing its stores in Anaheim on Lincoln Avenue and Fullerton. The Company is trying to become more efficient by closing its underperforming stores and getting out of expensive leases. Deborah Belgum at Apparel News reports that Susie's Deals faced financial problems last summer. In June, store executives made a deal with Moshe Javizdad to receive a 45% share of the company in exchange for a $1 million cash infusion to pay old debts. Mr. Javizdad, who also is associated with Blue Galaxy Inc., a clothing wholesaler in Vernon, Calif., and Pacesetter Fabrics, also forgave $2.8 million in trade debt the Hymans owed him. But still the Debtor succumbed to bankruptcy. "Without sufficient inventory, the debtor [Susie's Deals] was not able to generate sales, upon which the business relies. The lack of sufficient cash flow and pressure from vendors caused the debtor to commence the instant reorganization proceedings," Apparel News, citing papers filed with the Court, quotes the Debtor as saying. The Hymans said in court papers that the $4 million investment would have been better if it had been cash and a credit line instead of forgiven debt to be able to order more store merchandise. Susie's Deals, based in Ontario, California, is a chain of more than 70 stores founded in 1974 by Susan Hyman and her three brothers-Stephen, Howard and David. Hyman Family L.P., doing business as Susie's Deals, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-20827) on April 1, 2011. David B. Golubchik, Esq., and Krikor J. Meshefejian, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, represent the Debtor in the Chapter 11 case. The Debtor estimated $1 million to $10 million in assets and debts as of the Chapter 11 filing. The Company's top 10 major unsecured creditors include One Step Up in New York, owed $283,236; Margin Maker Inc. in Orange, Calif., owed $254,028; G & S Off-Price in Vernon, Calif., owed $218,081; Almost Nothing in Los Angeles, owed $216,006; Pacific Apparel in Temecula, Calif., owed $197,421; Allura Imports in New York, owed $123,977; L.A. Grand Fashion in Los Angeles, owed $116,731; Topson Downs in Culver City, Calif., owed $110,354; American Dream in Los Angeles, owed $104,575; and SKKY Apparel in Los Angeles, owed $104,266. JBS SA: Fitch Affirms Issuer Default Rating at 'BB-' ----------------------------------------------------- Fitch Ratings has affirmed these ratings of JBS S.A. (JBS): -- Foreign currency Issuer Default Rating (IDR) at 'BB-'; -- Local currency IDR at 'BB-'; -- Notes due 2016 at 'BB-'; -- National scale rating at 'A- (bra)'. In conjunction with this rating action, Fitch has assigned a 'BB-' local currency (LC) and foreign currency (FC) IDR to JBS USA, LLC (JBS USA) and has affirmed the 'BB-' rating of its notes due in 2014. Fitch has also assigned a LC and FC IDR rating of 'BB-' to JBS Finance II Ltd and has affirmed the 'BB-' rating of its 2018 notes. The FC IDRs of both JBS USA and JBS Finance II Ltd. have been linked to that of JBS in accordance with Fitch's Parent- subsidiary rating methodology. The Rating Outlooks for JBS, JBS USA and JBS Finance II Ltd are Stable. Fitch concurrently assigns a 'BB' to JBS USA's proposed 400 million Term Loan B facility due in 2018. The Term Loan B will be guaranteed by JBS, JBS Hungary Holdings, JBS USA Holdings, as well as JBS USA's operating subsidiaries JBS USA Beef and JBS USA Pork. Additionally, the Term Loan B facility will have a first priority lien on the assets of the borrower and the restricted subsidiaries, except for the cash, accounts receivables and inventory, for which it will have a second priority interest. The Term Loan B is also secured by the stock of JBS USA and a pledge of 100% of the stock of all of its U.S. subsidiaries, as well as two-thirds of the stock of its Australian subsidiary. The 'BB' rating of the Term Loan B facility reflects above average recovery expectations in the event of a default by JBS USA. JBS' credit ratings reflect its strong business profile, as the world's largest beef and lamb producer and second largest chicken producer. Further factored into JBS' ratings are the company's geographic and product diversity, which partially mitigates the risks of trade barriers and animal diseases. JBS' risk profile is above average due to cyclical risks associated with the meat business and the company's aggressive attitude toward growth through acquisitions. While the company's credit profile should benefit from the continued integrations and turnaround of recent acquisitions, its cash flows and margins will continue to be pressured by the high cattle prices and the elevated grain prices. Acquisitions Strengthen Business Profile: The company's business profile was strengthened by the acquisition of Pilgrim's Pride and the merger and full integration with Bertin S.A. (Bertin). The assets of Pilgrim's Pride and Bertin were complementary to those of JBS and increased its product diversification through the entrance into the poultry, dairy products and leather markets. In addition to enhancing the company's position in various proteins, they increased the geographic diversification both domestically, with plants in 12 Brazilian states, and internationally, with plants in the United States, Argentina and Australia. Geographic diversification is important in the industry to mitigate risks related to disease, the imposition of sanitary restrictions by governments, market concentrations, as well as tariffs or quota applied regionally by some importing blocs or countries. Leveraged Capital Structure; Potential to Improve: JBS' capital structure continues to be leveraged. The company's total debt/EBITDA ratio and its net debt/EBITDA ratio were 4.5 times (x) and 3.3x, respectively, at the end of 2010. During 2011, improving EBITDA should result in the net debt ratio declining to less than 3.0x. JBS' fast expansion has been financed by a combination of debt and equity; however, strong working capital needs have resulted in rising debt levels. The acquisition of Pilgrim's Pride was financed by BRL 3.5 billion of mandatory debentures that were purchased by BNDESPar. According to Fitch's methodology these convertible debentures met the criteria to receive 100% equity credit and are not considered as financial debt and do not impact JBS' leverage. Restructuring Leads to Negative Results but Improves Operational Margins: During 2010, the first year of the full consolidation of Pilgrim's Pride and the merger with Bertin, JBS' revenues were BRL55.1 billion and its EBITDA was BRL3.5 billion. On a pro forma basis, these figures represented a 1.4% increase in revenues and a 16.2% increase in EBITDA. The company's EBITDA margin of 6.4% during 2010 compares with a pro forma margin of 5.5% during 2009. The improvement in margins was in line with Fitch's expectations for merger synergies of about BRL950 million. Net Income in 2010 was negative due to the numerous one time charges related to the integration of Bertin and the restructuring of Pilgrim's Pride. In addition, the company paid a BRL521 million fee to BNDESPAR for exercising its option to postpone the IPO of JBS USA for another year. Negative Free Cash Flow; Liquidity and Debt Amortization Profile Manageable: JBS' strong expansion has led to higher working capital needs that, combined with capital investments, have resulted in negative free cash flow (FCF) in the previous years. In 2010, FCF was negative BRL2.7 billion largely due to about BRL1.9 billion of working capital requirements. Much of the working capital requirements were related to ramping up exports of Brazilian beef. Fitch expects FCF will turn positive in 2011 as the company puts behind restructuring and integration charges, reduces its costs and improves profitability. This should allow the company to strengthen liquidity and reduce some debt. The Term Loan B issuance will also enhance the company's financial flexibility, maturity profile and liquidity. Liquidity is further supported by BRL3.6 billion of cash and marketable securities as of March 31, 2011 and BRL.4.6 billion of short-term debt (or 30% of the total debt). Fitch expects that post the debt rebalancing process, which includes the Term Loan transaction, the short-term debt will represent only 15% of total debt. The availability of about USD600 million in revolving credit lines at JBS USA and Pilgrim's Pride also enhances JBS' liquidity and mitigates refinancing risk. Key Rating Drivers: Rating improvement could result from strong cash flow generation and debt reduction. A rating downgrade could be triggered by a deterioration of the company's operating performance, or a large dilutive debt financed acquisition. Continued negative free cash flow (defined as cash flow from operations less capex and dividends) could also result in a negative rating action. JBS USA: Moody's Assigns Ba3 Rating to Sr. Secured Term Loan ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to JBS USA, LLC's new $400 million senior secured term loan, a B1 rating to the proposed $1 billion of senior notes due 2019 and 2020 and affirmed the B1 rating on the existing senior notes due in 2014. The ratings reflect JBS SA's B1 Corporate Family rating and the upstream and downstream guarantees between JBS USA and its parent, JBS SA. The ratings also incorporate the improved credit quality of both entities as a consequence of the relatively attractive market for most proteins, the company's global scale and expectation of free cash flow going forward despite still significant capital expenditure and working capital requirements. Notably, this transaction is not leveraging for the global operator, JBS SA. The transfer of debt to JBS USA from JBS SA is a modest credit positive given Moody's expectation of a meaningful reduction in total interest expense. These ratings were assigned: JBS USA, LLC -- $400 million senior secured term loan B at Ba3; -- $1,000 million senior notes due 2019 & 2021, guaranteed by JBS S.A., at B1; This rating was affirmed: -- $700 million senior unsecured notes due 2014, guaranteed by JBS S.A., at B1; RATINGS RATIONALE JBS USA's ratings are driven by the B1, positive outlook of JBS S.A., which controls Holdings and LLC in all material aspects. However, JBS USA's ratings are also supported by the company's modest leverage, expected to be about 2.5 times despite this leveraging transaction, sufficient free cash flow generation before the distribution to JBS SA and favorable global export demand for protein. In addition, Moody's believes that JBS USA's significant market share in beef, pork and chicken (through its ownership stake in Pilgrim's Pride) provides diversification in the generally volatile commodity protein sector. Moreover, the meat operations in Australia add geographic diversification. Alternatively, Moody's notes JBS USA's operating margins remain modest (around 4% to 7% EBITDA margin albeit trending higher) and both rising and volatile grain costs associated with animal feed are likely to add cost pressure, most particularly to the Pilgrim's Pride operations. An important consideration of the rating also includes Moody's concerns regarding the pace and ongoing acquisitiveness of JBS USA and SA. The positive outlook on the ratings reflects the outlook of JBS SA and considers the global scale and diversification of JBS, USA and SA balanced by the inherent volatility of the sector and the aggressive acquisitiveness of the management team. Moody's would expect to upgrade JBS USA's ratings if JBS S.A.'s Corporate Family rating is upgraded. Please refer to JBS S.A.'s credit opinion on moodys.com for the factors that could lead to an upgrade. Moody's would expect JBS USA's ratings would be downgraded if JBS S.A.'s rating is downgraded. Refer to JBS S.A.'s credit opinion on moodys.com for the factors that could lead to a downgrade. The principal methodology used in rating JBS USA, LLC was the Global Food - Protein and Agriculture Industry Methodology, published September 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. JBS USA, Holdings is one of the world's leading protein companies operating in the three key proteins: beef, pork, and chicken. (The chicken segment is operated through its majority stake in Pilgrim's Pride.). JBS, USA, LLC operates the beef and pork segments and is the sister company to Pilgrim's Pride. Reported sales for JBS USA, for the twelve months ended March 31, 2011 were approximately $17 billion. JBS USA Holdings, Inc. is wholly owned by JBS S.A., one of the two largest protein operators in the world. JEVIC TRANS: Settles Preference Claims With Schneider, Caterpillar ------------------------------------------------------------------ Jevic Holding Corp. and its affiliated debtors executed separate settlement agreements and releases resolving preference claims with: -- Schneider National Inc. and Superior Express Inc.; and -- Caterpillar Financial Services Corporation d/b/a FCC Equipment Financing; CIT Technology Financing Services, Inc.; Herbert Baldridge; ITR Concession Company LLC; PC Mall Inc.; POMA Distributing Company; Public Service Electric and Gas Company; and Young's Truck Center d/b/a Volvo & GMC Truck Center of Carolina. The Caterpillar settlement resulted in the payment to the Debtors' estate of roughly $93,000. Judge Brendan L. Shannon approved the Caterpillar settlement on April 26. The Schneider settlement resulted in the payment to the estate of $17,000. The Court will consider approval of the settlement at the hearing on May 25. About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties -- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. At Oct. 31, 2010, the Debtor had total assets of $424,567, total liabilities of $12.2 million, and a stockholders' deficit of $11.8 million. The Debtor ended the period with $362,104 in cash, which includes restricted cash of $66,977. JILL CHAMBER: Campaign Fund Exposed to Creditors ------------------------------------------------ Jim Galloway, in his blog Political Insider, posted in The Atlanta Journal-Constitution's online site, says that former state lawmaker Jill Chambers, a Republican from Atlanta, says that she found herself on the short end of a federal bankruptcy judge's ruling. Ms. Chambers filed Chapter 13 bankruptcy last year, in an attempt to protect $64,000 from being seized by creditors of her husband's failed business. Ms. Chambers said the judge declared her campaign fund to be a personal asset exposed to creditors. JONATHAN DUEA: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Jonathan R Duea and Whitney B Duea, co-owners of the Two Guys Grill, filed a joint Chapter 11 petition (Bankr. E.D. N.C. Case No. 11-03345) on April 29, 2011, estimating $1 million to $10 million in liabilities. Lumina News reports that the Dueas maintain multiple residences, including Wrightsville Beach and Smithfield, N.C. According to the report, court documents filed in Wake County against the Dueas and several variations of the Two Guys Grill business entities going back to May 2010 reveal the Dueas along with Douglas Messina are also co-defendants in action filed by RBC Bank accusing the defendants and Two Guys Grill entities of multiple counts of fraud. Independence Mall's Two Guys Grill, 3522 Oleander Drive has closed. Two Guys Grill Oleander, Inc. is named along with Duea and Messina as a defendant in the RBC Bank complaint. In addition, Duea and Four Oaks Bank, Johnston County are being sued by Smithfield cardiologist Dr. Frank Wefald. In a story posted May 4, the Garner-Clayton Record reports a complaint was filed April 13 by Wefald claiming the bank and Duea took thousands of dollars from him. Wefald is the owner of Millenia Cardiovascular and a tenant in Duea's office building on Market Street in Smithfield. In October 2010, Wefald also filed for personal bankruptcy. The Debtors are represented by: David J Haidt, Esq. AYERS, HAIDT & TRABUCCO, P.A. PO Box 1544 New Bern, NC 28563 Tel: (252) 638-2955 Fax: (252) 638-3293 E-mail: davidhaidt@embarqmail.com KENNER DERMATOLOGY: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Kenner Dermatology Clinic, APMC 3705 Florida Ave. Kenner, LA 70065 Bankruptcy Case No.: 11-11553 Chapter 11 Petition Date: May 13, 2011 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: Darryl T. Landwehr, Esq. 1010 Common Street, Suite 1710 New Orleans, LA 70112 Tel: (504) 561-8086 Fax: (504) 561-8089 E-mail: dtlandwehr@aol.com Scheduled Assets: $7,578,829 Scheduled Debts: $1,823,424 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/laeb11-11553.pdf The petition was signed by George Farber. KIK CUSTOM: S&P Raises Long-Term Corporate Credit Rating to 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term corporate credit rating on Concord, Ont.-based consumer products manufacturer KIK Custom Products Inc. (KIK) to 'B-' from 'CCC+'. The outlook is stable. "At the same time, we raised our issue-level rating on the company's first-lien senior secured credit facilities (comprising a US$55 million revolving credit facility and a US$410 million term loan) one notch to 'B-' from 'CCC+'. The '3' recovery rating on the debt is unchanged, indicating our expectation of meaningful (50%-70%) recovery in the event of a default. In addition, we raised our issue-level rating on KIK's US$235 million second-lien senior secured term loan one notch to 'CCC' from 'CCC-'. The recovery rating on the second-lien debt is unchanged at '6', indicating our expectation of negligible (0%-10%) recovery in the event of a default," S&P stated. "The upgrade reflects what we view as the improvement in KIK's financial risk profile stemming from the company's better operating performance, liquidity, and credit protection measures, largely due to better performance in the Custom division and management's focus on streamlining the business and cutting manufacturing costs," said Standard & Poor's credit analyst Lori Harris. "We believe KIK's performance will meet our expectations in 2011, resulting in sufficient liquidity to operate the business," Ms. Harris added. "The ratings on KIK reflect our view of the company's highly leveraged capital structure, limited financial flexibility, customer concentration, and its participation in the mature and highly competitive North American household products and personal care industries. These risks are mitigated somewhat by KIK's position as the largest contract manufacturer of consumer products and the second-largest manufacturer of bleach in North America," S&P noted. The company operates under two divisions: * Classic division--manufacturer of private label household products that are sold by retailers under their own brand names. * Custom division--contract manufacturer of national brand personal care and household products. KIK is privately owned by equity sponsor CI Capital Partners LLC. In a transaction completed in 2007, CI Partners acquired KCP Income Fund (which now operates as KIK) for about US$780 million, including the repayment of debt and acquisition costs. For analytical purposes, Standard & Poor's bases its rating conclusions on an operational and financial review of KIK's parent company, KCP Holdings Inc. "The stable outlook reflects our belief that KIK's performance will meet our expectations in 2011, including the generation of positive free cash flow, which should result in sufficient liquidity to operate the business. Downward pressure on the ratings could result from deterioration in the company's operations, resulting in negative free cash flow or less than a 10% cushion within the leverage covenant should it apply. Given KIK's very high leverage, we are not contemplating higher ratings in the next year," S&P said. KINDRED HEALTHCARE: Moody's Rates Senior Note Offering at B3 ------------------------------------------------------------ Moody's Investors Service assigned a B3 (LGD 5, 81%) rating to Kindred Healthcare, Inc.'s (Kindred) offering of $550 million of senior unsecured notes due 2019. Moody's also affirmed the existing ratings of Kindred, including the B1 Corporate Family and Probability of Default Ratings. Moody's understands that the proceeds of the notes, along with the previously rated term loan and a new $650 million asset-based revolving credit facility, will be used to fund the acquisition of RehabCare Group, Inc. (RehabCare) and to refinance Kindred's existing debt. The rating outlook is stable. The ratings of RehabCare remain unchanged and will be withdrawn at the close of the transaction, at which time the debt will be retired. The rating actions are subject to the conclusion of the transaction, as proposed, and Moody's review of final documentation. Ratings assigned: Kindred Healthcare, Inc. -- $550 million senior unsecured notes due 2019, B3 (LGD 5, 81%) Ratings affirmed/LGD assessments revised: Kindred Healthcare, Inc. -- $700 million senior secured term loan due 2018, to Ba3 (LGD 3, 39%) from Ba3 (LGD 3, 38%) -- Corporate Family Rating, B1 -- Probability of Default Rating, B1 -- Speculative Grade Liquidity Rating, SGL-2 Ratings unchanged and to be withdrawn at the close of the transaction: RehabCare Group, Inc. -- $125 million senior secured revolver due 2014, Ba3 (LGD 3, 30%) -- $450 million senior secured term loan due 2015, Ba3 (LGD 3, 30%) -- Corporate Family Rating, Ba3 -- Probability of Default Rating, B1 -- Speculative Grade Liquidity Rating, SGL-2 RATINGS RATIONALE Kindred's B1 Corporate Family Rating reflects Moody's expectation that the company will operate with considerable leverage following the acquisition of RehabCare. Additionally, while Moody's anticipates that the company will focus on reducing leverage following the transaction, free cash flow generation is expected to be modest in the near term as ongoing capital projects are completed. Furthermore, the rating considers the high reliance on the Medicare program related to the company's LTAC hospitals, which will be the predominant revenue and earnings contributor of the combined company. However, Moody's also considered the increased scale and diversity of the combined company and its position as the largest post-acute care service provider. Kindred gains significant scale in both the skilled nursing and hospital rehabilitation markets and further strengthens its LTAC hospital business with the acquisition of RehabCare. If the company is unable to mitigate negative reimbursement developments impacting its contract therapy customers or its skilled nursing facility operations, experiences greater than expected pressures in the hospital business or sees integration issues materially impacting earnings and cash flow, Moody's could downgrade the ratings. More specifically, Moody's could downgrade the ratings if leverage was expected to increase and be sustained above 5.0 times or free cash flow to debt was expected to be sustained below 3%. Moody's could upgrade the ratings if leverage was expected to be sustained below 4.5 times and free cash flow to debt was expected to be sustained above 5%, as a result of continued growth, operational improvements and/or debt repayment. Additionally, Moody's would have to gain comfort in longer term reimbursement stability in order to take a positive rating action. The principal methodology used in rating Kindred Healthcare, Inc. was the Global For-Profit Hospital Industry Methodology, published September 2008. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Kindred operates hospitals, nursing and rehabilitation centers, assisted living facilities and a contract rehabilitation services business across the United States. At March 31, 2011, the hospital division operated 89 LTAC hospitals in 24 states. The nursing center division operated 224 nursing and rehabilitation centers and six assisted living facilities in 27 states. The company also operated a contract rehabilitation services business that provides rehabilitative services primarily in long-term care settings. For the twelve months ended March 31, 2011 the company recognized revenues of approximately $4.5 billion. RehabCare provides rehabilitation program management services in hospitals, skilled nursing facilities, outpatient facilities and other long-term care facilities. In partnership with healthcare providers, the company provides post-acute program management, medical direction, physical therapy rehabilitation, quality assurance, compliance review, specialty programs and census development services. The company also owns and operates 30 LTAC hospitals and five rehabilitation hospitals, and provides other healthcare services. For the twelve months ended March 31, 2011, the company recognized revenues of approximately $1.4 billion. KINDRED HEALTHCARE: S&P Gives 'B-' Rating on $550MM Sr. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned Louisville, Ky.-based Kindred Healthcare Inc.'s proposed $550 million senior unsecured notes due 2019 a preliminary 'B-' issue-level rating. "We also assigned a preliminary debt recovery rating of '6', indicating a negligible (0%-10%) recovery for lenders in the event of payment default. The company plans on using the proceeds to help finance the acquisition of RehabCare Group Inc.," S&P stated The rating on Kindred Healthcare reflects the reimbursement risk of its businesses as well as the relatively competitive and fragmented market characteristics for the services they provide. Moreover, while the acquisition of RehabCare will expand its position in post-acute care services, the debt required for the transaction contributes to its aggressive financial risk profile. "We expect that, after the completion of the RehabCare acquisition, Kindred will derive about 70% of its revenues from government sources. Although a major portion of its services are provided to a large number of third-party facilities through contractual relationships, the weak business risk profile incorporates indirect risk to Kindred if possible changes in regulations or reimbursement hurts its contractual partners. When considering its facility-based businesses, primarily its 226 skilled nursing facilities and 118 long-term acute care hospitals, we consider the risk to its margins of potentially significant, but currently unforeseen adverse changes to payment rates or payment methodology by government health reform efforts to limit health costs. Additionally, the long-term outlook for long-term acute care hospitals may become cloudy if there are large-scale changes in the regulations and payment methodology for all post- acute care services," S&P elaborated. Ratings List Kindred Healthcare Inc. Corporate Credit Rating B+(prelim)/Stable/-- Rating Assigned Kindred Healthcare Inc. Senior Unsecured B-(prelim) $550 mil sr notes due 2019 Recovery rating 6(prelim) KT SPEARS: Sec. 341 Creditors' Meeting Set for June 2 ----------------------------------------------------- The United States Trustee for the Southern District of Texas in Houston will convene a meeting of creditors in the bankruptcy case of KT Spears Creek, LLC, on June 2, 2011, at 1:00 p.m. at Houston, 515 Rusk, Suite 3401. Proofs of Claims are due by Aug. 31, 2011. KT Spears Creek, LLC, in Houston, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011, Judge Letitia Z. Paul presiding. Magdalene Duchamp Conner, Esq., at Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Kyle D. Tauch, sole member. KUAKINI HEALTH: Moody's Affirms Ba1 Bond Rating; Outlook Stable --------------------------------------------------------------- Moody's Investors Service has affirmed Kuakini Health System's Ba1 revenue bond rating, affecting $28 million of Series 2002A bonds issued through the State of Hawaii Department of Budget and Finance. The outlook is stable. SUMMARY RATING RATIONALE: The maintenance of the Ba1 rating and the stable outlook is a function of Kuakini's overall modest credit measures, including size, payer mix, operating profitability, debt service coverage, and liquidity. Profitability remains variable, and recently the organization has been faced with operating challenges. Extremely high exposure to Medicare leaves the organization particularly vulnerable to healthcare reform, and Medicare cuts. STRENGTHS * Defined niche within the competitive Honolulu market; long cultural history of providing care to the Japanese and elderly populations of Hawaii * Broad array of clinical services given organizational size, including cardiology, open hearts, orthopedics, and oncology; Medicare case mix index is relatively high at 1.7 * Proactive management aggressively seeking improved profitability, and vigilant around maintaining cash balances * Renovated and expanded emergency department, increasing ED visits and supporting admissions * Adequate cash levels for the rating category; at fiscal year end (FYE) 2010 days cash on hand was 74, as of March 31, 2011 (unaudited) this had improved to 91 days CHALLENGES * Difficult payer mix with very high Medicare exposure of 75% of gross revenues in fiscal year (FY) 2010 * Smallest of the major healthcare systems in Oahu, with 6% marketshare, few unique services, and within close proximity of major competitors * Strong presence of organized labor, and the dominance of a single commercial payer, restricts flexibility with respect to both revenues and expenses * Accumulated deferred maintenance; average age of plant is high at 16 years * Ongoing volume pressures; In FY 2010, inpatient admission dropped nearly 6%, mostly due to lower utilization levels in Hawaii overall; through nine months year-to-date 2011, admission levels were flat, although patient days ballooned, with average length of stay increasing to 7.2 from 6.4 * Variable operating performance; after stronger years in FY 2008 and FY 2009, the organization has returned to weaker performance levels, achieving operating cash flow margins of 4.9% and 4.1% in FY 2010 and nine-month YTD 2011, respectively, and operating margins of -2.0% and -2.7% * High unfunded pension liability; as of FYE 2010, Kuakini's pension funded level was 69%, equal to a liability of $33 million; this is nearly equal to Kuakini's total direct debt liability DETAILED CREDIT DISCUSSION LEGAL SECURITY: The bonds are secured by a pledge of gross revenues of the obligated group members which include: Kuakini Health System, the parent corporation; Kuakini Medical Center, a 212-licensed bed acute care hospital (represents 86% of system revenues); Kuakini Geriatric Care, Inc., a 190-bed nursing facility and 34-bed residential care home (represents 13% of system revenues); and Kuakini Support Services Inc., a corporation which manages the system's real estate properties and will begin overseeing all research activities at Kuakini. Although the Kuakini Foundation, a fundraising organization that exists for the sole benefit of the system, is not part of the obligated group, it guarantees the debt service on the Series 2002 A bonds. INTEREST RATE DERIVATIVES: None RECENT RESULTS/DEVELOPMENTS Kuakini's long cultural history of providing care to the Japanese and elderly populations in Hawaii has been a market differentiating strength for the organization. However, with the emphasis of servicing the elderly, Kuakini has had to operate with a challenging payer mix, with 75% of its gross revenues derived from Medicare in FY 2010, and the bulk of its commercial business derived from HMSA, the dominant payer in the market. Kuakini is the smallest of the major healthcare providers in Oahu with approximately 6% marketshare. Competitors include Hawaii Pacific Health (rated A3), Queens Health System (rated A1), and Kaiser Permanente. Given its smaller size and more limited resource base, Kuakini is unable to match its competitors' rate of capital investment, and in general has less bargaining power, placing it at a competitive disadvantage. Kuakini is currently experiencing volume pressures. After experiencing inpatient admissions growth of between 3.5% to 4.5% from 2007 to 2009, Kuakini experienced a significant drop in admission of approximately 6% in FY 2010. Moody's believes this reduction relates primarily to reduced levels of healthcare utilization in Oahu in general in 2010, and does not necessarily reflect a drop in Kuakini's market share. Other measures of utilization were also impacted in 2010, with emergency room visits, outpatient visits and total surgeries all dropping for the year. Year to date 2011 through nine months, inpatient admissions have been mostly stable compared to the same period the previous year, however average length of stay has experienced a significant increase, jumping to 7.2 days from 6.4 days. This has helped drive increased expense pressures year to date. Profitability has been highly variable over the last several years. After posting more favorable margins in FY 2008 and FY 2009, results in FY 2010 and YTD 2011 fell significantly, with operating cash flow margins dropping to 4.9% and 4.1% in FY 2010 and nine-month YTD 2011, respectively, and operating margins achieving losses of -2.0% and -2.7%. In addition to the volume pressures and the increase in length of stay, factors relating to the decreased levels of profitability include increased exposure to both Medicare and Medicaid, increased bad debt expense, and, year-to-date, a delay in increases to Kuakini's primary commercial contract due to prolonged negotiations. In this later case, it is expected that the final contract, which will be enacted retroactively, will result in improved reimbursement for the year. Also, a payment from CMS relating to the Geographic Disparity Payment which is expected to be received in the last quarter of FY 2011 is expected to help boost margins by year end to levels above what were achieved in FY 2010. Kuakini has maintained relatively stable leverage levels over the last several years. Total debt stands at approximately $34 million, with cash to debt measuring 85% at FYE 2010, debt to cash flow reaching 4.2 times during FY 2010, and maximum annual debt service coverage measuring 2.3 times. Kuakini has a significant unfunded pension liability of approximately $33 million as of FYE 2010, and pension expense nearly doubled in FY 2011. Cash and investments provide a measure of stability at this rating level, with cash on hand measuring 85 days at FYE 2010, and 91 days as of March 31, 2011 (per unaudited interim financial statements). Outlook The stable outlook reflects the organization's relative balance sheet strength at this rating level, and the relative stability Kuakini achieves through serving a specific population, and offering a broad array of clinical offerings. WHAT COULD MAKE THE RATING GO UP Significant and sustainable operating improvement producing positive operating margins; liquidity growth and improved debt measures; improvement in payer mix WHAT COULD MAKE THE RATING GO DOWN Renewed weakening of utilization levels; failure to improve operating performance; a significant decline in liquidity; material increase in debt KEY INDICATORS - Based on financial statements for Kuakini Health System and Subsidiaries - First number reflects audit year ended June 30, 2010 - Second number reflects unaudited nine-month year-to-date FY 2011 financial statements ended March 31, 2011 , annualized - Investment returns smoothed at 6% unless otherwise noted * Inpatient admissions: 5,758; 5,604 * Total operating revenues: $146.3 million; $149.9 million * Moody's-adjusted net revenue available for debt service: $9.7 million; $9.3 million * Total debt outstanding: $33.5 million; $34.0 million * Maximum annual debt service (MADS): $4.2 million; $4.2 million * MADS Coverage based on reported investment income: 2.2 times; 1.8 times * Moody's-adjusted MADS Coverage: 2.3 times; 2.3 times * Debt-to-cash flow: 4.2 times; 4.3 times * Days cash on hand: 74 days; 91 days * Cash-to-debt: 85%; 107% * Operating margin: -2.0%; -2.7% * Operating cash flow margin: 4.9%; 4.1% PRINCIPAL METHODOLOGY USED The principal methodology used in this rating was Not-For-Profit Hospitals and Health Systems, published in January 2008 LEGEND HOMES: Broker Has Mystery Buyer for Witham Oaks ------------------------------------------------------ Bennett Hall at the Corvallis Gazette-Times reports that Real estate broker Gene Buccola, the listing agent for the scenic 95- acre property on the west end of Corvallis, said he's in serious discussions with a potential buyer. He declined to name the prospective buyer or discuss terms of the offer because the deal is not final. To date the group has raised nearly $300,000 -- enough for a down payment but still far short of the $3 million asking price. The organization submitted its own letter of intent to U.S. Bank, which holds the mortgage, but that overture did not lead to direct discussions of a possible deal. According to the report, the Witham Oaks site formerly known as the Frager property was annexed into Corvallis in 2004 after numerous previous attempts were defeated at the ballot box. The city approved subdivision and development plans for the site that called for 221 single-family homes on 58 acres, with the other 37 acres to remain open space. Another condition of approval was for developer Legend Homes to extend Northwest Circle Boulevard through the property to connect with Harrison Boulevard. When the real estate market crashed, Legend found itself overextended and went into Chapter 11 bankruptcy protection. The company has since emerged from bankruptcy as a homebuilder, but without its development arm and without Witham Oaks, which was foreclosed by lender U.S. Bank in 2009. Headquartered in Portland, Oregon, Matrix Development Corp. aka Legend Homes -- http://www.legendhomes.com/-- designs and builds homes and condominiums. The Company filed for Chapter 11 protection on June 10, 2008 (Bankr. D. Ore. Case No. 08-32798). David A. Foraker, Esq., and Sanford R. Landress, Esq., at Greene & Markley P.C.; and Stephen T. Boyke, Esq, at the Law Office of Stephen T. Boyke, represent the Debtor as counsel. When the Debtor filed for protection from its creditors, it estimated between $100 million and $500 million each in assets and debts. LOMBARD PUBLIC: S&P Removes 'B-' Rating on Bonds From Watch Pos. ---------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook to negative on Lombard Public Facilities Corp. (LPFC), Ill.'s series 2005B conference center and hotel second-tier revenue bonds. Standard & Poor's also removed the 'B-' rating on the bonds from CreditWatch with positive implications. The rating had been on CreditWatch since Dec. 2, 2010. The current rating and outlook reflect the underlying rating (SPUR) and outlook on LPFC's series 2005A-2 first-tier revenue bonds. "We removed the rating on the 2005B bonds from CreditWatch following the corporation's announcement that it did not accept sale offers from holders of its series 2005A and 2005C bonds. This action precludes LPFC from restructuring its debt on its hotel conference center and amending its trust indenture for the series 2005B bonds at this time," S&P stated. The LPFC issued the series 2005A, 2005B, and unrated series 2005C third-tier revenue bonds to finance the construction of a hotel and conference center that opened in 2007. All three series of bonds are secured by net revenues from the project. On Aug. 30. 2010, the rating on the series 2005B bonds was lowered to 'B-' from 'AA' in line with the SPUR on the 2005A-2 bonds, due to certain events of default in the indenture of trust that link the 2005B bonds to the project. MAJESTIC CAPITAL: Wants to Hire Genova & Malin as Local Counsel --------------------------------------------------------------- Majestic Capital, Ltd., et al., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Genova & Malin, Attorneys at Law as local counsel. G&M will, among other things: -- coordinate and file of all necessary applications, motions, memoranda, orders reports and other legal pleadings; -- appear in Court and at various meetings in coordination with Murphy & King, Professional Corporation, to represent the interests of the Debtors; and -- perform of all other legal services for the Debtors in connection with these Chapter 11 cases. G&M will coordinate with M&K, as the Debtors' general bankruptcy counsel to avoid duplication of efforts. The hourly rates of G&M's personnel are: Partners $350 Associates $225 Legal Assistants $100 The Debtors relate that G&M was provided with a $25,000 retainer for services G&M has agreed to provide the Debtors during the Chapter 11 Cases. G&M has received no other prepetition payments from the Debtors. To the best of the Debtors' knowledge, G&M is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors are represented by: GENOVA & MALIN, ATTORNEYS AT LAW Thomas Genova, Esq. 1136 Route 9 Wappingers Falls, NY 12590-4905 Tel: (845) 298-1600 Fax: (845) 298-1265 MURPHY & KING, PROFESSIONAL CORPORATION Harold B. Murphy, Esq. Andrew G. Lizotte, Esq. One Beacon Street Boston, MA 02108 Tel: (617) 423-0400 Fax: (617) 556-8985 About Majestic Capital, Ltd. Headquartered in Poughkeepsie, New York City, Majestic Capital, Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011. Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case Nos. 11-36221 - 11-36234) on April 29, 2011. Bankruptcy Judge Cecelia G. Morris presides over the case. Michelman & Robinson, LLP, serves as the Debtors' special counsel. The Debtor disclosed $436,191,000 in assets and $421,757,000 in liabilities as of Dec. 31, 2010. MAJESTIC CAPITAL: Wants to Hire Day Seckler as Financial Advisors ----------------------------------------------------------------- Majestic Capital, Ltd., et al., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Day Seckler, LLP, as accountants and financial advisors. Day Seckler will, among other things: -- assist the Debtors' legal counsel and other advisors in planning for the bankruptcy filing; and -- advise the Debtors' management team, as requested, with respect to communications with customers, vendors, employees, creditors and other parties in interest during the bankruptcy process. G. Wayne Day, a partner at Day Seckler, tells the Court that his hourly rate is $350 and David Dannenburg's hourly rate is $250. Mr. Day adds that Day Seckler received a $20,000 retainer for services rendered during the Chapter 11 cases. Day Seckler has received no other prepetition payments from the Debtors. Mr. Day assures the Court that Day Seckler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Majestic Capital, Ltd. Headquartered in Poughkeepsie, New York City, Majestic Capital, Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011. Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case Nos. 11-36221 - 11-36234) on April 29, 2011. Bankruptcy Judge Cecelia G. Morris presides over the case. Thomas Genova, Esq., at Genova & Malin, Attorneys represents the Debtors in their restructuring effort. Murphy & King, P.C. serves as the Debtors' co-counsel. Michelman & Robinson, LLP, serves as the Debtors' special counsel. The Debtor disclosed $436,191,000 in assets and $421,757,000 in liabilities as of Dec. 31, 2010. MAJESTIC CAPITAL: Taps Michelman & Robinson as Special Counsel -------------------------------------------------------------- Majestic Capital, Ltd., et al., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to John Sebastinelli, Esq., and the firm of Michelman & Robinson, LLP as special counsel. The Debtors relate that as a result of deteriorating economic conditions in the insurance industry and the institution of litigation by the Attorney General for the State of New York and the New York Workers' Compensation Board, Majestic Insurance began to experience increasing financial distress, which led on April 21, 2011, to the institution of a state court conservatorship (the Conservation Proceeding) by the Insurance Commissioner for the State of California in his capacity as conservator. M&R will monitor the Conservatorship Proceeding and represent the interests of the Debtors in connection therewith. Mr. Sebastinelli, a partner at M&R, tells the Court that in April 2011, M&R received $29,428 for services rendered prepetition. M&R also received a $25,000 retainer from Majestic USA Capital, Inc. The hourly rates of M&R's personnel are: Mr. Sebastinelli $560 Bill Gaisewitz, partner $560 Mark S. Faulkner, senior counsel $455 Associates $325 Legal Assistants $150 Mr. Sebastinelli assures the Court that M&R is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Majestic Capital, Ltd. Headquartered in Poughkeepsie, New York City, Majestic Capital, Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011. Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case Nos. 11-36221 - 11-36234) on April 29, 2011. Bankruptcy Judge Cecelia G. Morris presides over the case. Thomas Genova, Esq., at Genova & Malin, Attorneys represents the Debtors in their restructuring effort. Murphy & King, P.C. serves as the Debtors' co-counsel. The Debtor disclosed $436,191,000 in assets and $421,757,000 in liabilities as of Dec. 31, 2010. METROPARK USA: GA Keen Realty Advisors Selected to Market Ex-Sites ------------------------------------------------------------------ GA Keen Realty Advisors has been retained to assist in the marketing and disposition of 70 leased properties across 21 states operated by Metropark -- a high-end clothing company that filed for bankruptcy earlier this month. "Metropark has locations in some of the best malls and centers in the country, with great locations within those malls with build- outs that are first class," said Matthew Bordwin, Co-President of GA Keen Realty Advisors. "This represents a great opportunity for another retailer to move right in with little up-front costs on build-out. Also, retailers have a unique chance to get "A" space in multiple locations at the same time." Bordwin adds that it's imperative that any interested parties should move quickly, since the bid deadline has been set for Wednesday, May 25 -- with the auction set for May 26. GA Keen Realty Advisors specializes in the sale of real estate and enterprises, lease renegotiations and restructurings and strategic planning and valuation services for retailers as well as other property owners, tenants and investors. It also provides real estate investment banking, debt restructuring and receivership and other fiduciary services. Metropark's retail properties, which range in size from 2,000 square feet to 3,500 square feet, are located throughout the country. The majority are concentrated in the Western United States (California, Arizona, Colorado, Nevada and Texas) and the East Coast (New York, New Jersey, Pennsylvania, Georgia and Florida). A Los Angeles-based retailer of premium denim, other clothing and accessories, Metropark filed for Chapter 11 bankruptcy protection on May 2. It opened its first store in 2004. The stores, which targeted 25- to 35-year-old customers, provided style consultants, and hosted in-store events such as live-art installations, fashion shows and DJ performances. About Great American Group Great American Group, L.L.C. -- http://www.greatamerican.com-- is a leading provider of asset disposition solutions and valuation and appraisal services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional service firms. Great American Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los Angeles, New York and San Francisco. About Metropark USA Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25- 35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e- commerce site located in Los Angeles, California. The Debtor said that its balance sheet as of April 2, 2011, showed $28,933,805 in assets and $28,697,006 in total liabilities. The Debtor attained revenue of approximately $104 million for the year ended Dec. 31, 2010, which represents a decline from fiscal year 2009 revenue, which was approximately $114 million and a 15% decline from the Debtor's peak performance in fiscal year 2008 revenue, which was approximately $123 million. Current revenue projections for fiscal year 2011 are approximately $104 million with sufficient inventory and the same number of stores. Metropark USA Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal of finding a buyer to keep its stores open. Cathy Hershcopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP, in New York, serve as counsel to the Debtor. CRG Partners Group, LLC, is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The Debtor disclosed $28,933,805 in total assets and $28,697,006 in total liabilities as of April 2, 2011. METROPARK USA: Seeks to Employ Cooley LLP as Bankruptcy Counsel --------------------------------------------------------------- Metropark USA, Inc., asks the U.S. Bankruptcy Court for the for the Southern District of New York for authority to employ Cooley LLP as bankruptcy counsel, nunc pro tunc to the Petition Date. Cooley can be reached at: Cathy Hershcopf, Esq. COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Tel: (212) 479-6000 Fax: (212) 479-6275 E-mail: chershcopf@cooley.com Cooley will, among other things: a. advise the Debtor with respect to its powers and duties as debtor and debtor in possession in the continued management and operation of its business and properties; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advising and consulting on the conduct of this chapter 11 case, including all of the legal and administrative requirements of operating in chapter 11; and c. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor's estate, the defense of any actions commenced against the estate, negotiations concerning litigation in which the Debtor may be involved, and objections to claims filed against the estate. d. prepare, on behalf of the Debtor, motions, applications, answers, orders, reports, and papers necessary to the administration of the estate. Debtor has agreed to pay the regular hourly rates set forth in the general retainer agreement. Cathy Hershcopf, a partner at Cooley LLP, assures the Court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. About Metropark USA Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25- 35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e- commerce site located in Los Angeles, California. The Debtor said that its balance sheet as of April 2, 2011, showed $28,933,805 in assets and $28,697,006 in total liabilities. The Debtor attained revenue of approximately $104 million for the year ended Dec. 31, 2010, which represents a decline from fiscal year 2009 revenue, which was approximately $114 million and a 15% decline from the Debtor's peak performance in fiscal year 2008 revenue, which was approximately $123 million. Current revenue projections for fiscal year 2011 are approximately $104 million with sufficient inventory and the same number of stores. Metropark USA Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal of finding a buyer to keep its stores open. CRG Partners Group, LLC, is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The Debtor disclosed $28,933,805 in total assets and $28,697,006 in total liabilities as of April 2, 2011. METROPARK USA: May 23 Final Hearing on Cash Collateral Motion Set ----------------------------------------------------------------- On May 9, 2011, the U.S. Bankruptcy Court for the Southern District of New York entered its order granting Metropark USA, Inc., permission, on an interim basis, to use cash collateral of prepetition lenders. The lenders' prepetition secured claim of $2,555,353 as of the Petition Date is secured by valid, perfected, and unavoidable first priority liens and security interests in substantially all of the personal property of the Debtor. In its motion, Debtor said it needs the funds to operate its business in the ordinary course and to maintain the value of its assets, pending the consummation of a going concern sale or liquidation of its business. A final hearing on the motion will be held on May 23, 2011, at 10:00 a.m. Objections, if any, to the motion, must be filed and served no later than May 18, 2011, at 4:00 p.m. About Metropark USA Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25- 35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e- commerce site located in Los Angeles, California. Metropark filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on April 26, 2011. Cathy Hershcopf, Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel. CRG Partners Group, LLC, is the Debtor's financial advisor. The Debtor disclosed total assets of $28,933,805 and total debts of $28,697,006 as of April 2, 2011. MICA REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: MICA Real Estate Interests, LLC 345 Dulles Ave Suite E Stafford, TX 77477 Bankruptcy Case No.: 11-34225 Chapter 11 Petition Date: May 12, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Sterling A. Minor, Esq. MINOR & BAIR PLLC 808 Travis Street, Suite 1418 Niels Esperson Building Houston, TX 77002-5734 Tel: (713) 223-8585 Fax: (713) 223-4324 E-mail: sminor@minorbairlaw.com Scheduled Assets: $8,800,000 Scheduled Debts: $6,800,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-34225.pdf The petition was signed by James G. Floyd, president CEO. MICROBILT CORP: Section 341(a) Meeting Scheduled for June 16 ------------------------------------------------------------ The U.S. Trustee for Region 3 will convene a meeting of MicroBilt Corporation's creditors on June 16, 2011, at 10 a.m., at the Clarkson S. Fisher Federal Courthouse in Trenton, N.J. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About MicroBilt Corporation MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC in Tampa, Florida, offer small business owner solutions for fraud prevention, consumer financing, debt collection, skip tracing and background screening. MicroBilt provides access to over 3 billion debit account records, nearly 30 billion pieces of demographic and public record data and over 100 million unique consumer records to prevent identity fraud, evaluate credit risk and retain customer relationships. MicroBilt and CL Verify filed for Chapter 11 five days apart: MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011, and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23, 2011. MicroBilt estimated $10 million to $50 million in both assets and debts. CL Verify estimated $100 million to $500 million in assets, but under $1 million in debts. Court papers say the Debtors have roughly $8.4 million in unsecured debt and no secured debt. The Debtors believe they have an enterprise value of $150 million to $180 million. MICROBILT CORP: Court OKs Lowenstein Sandler as Counsel ------------------------------------------------------- Microbilt Corporation and its debtor-affiliates obtained approval from the U.S. Bankruptcy Court for the District of New Jersey to retain Lowenstein Sandler PC as their counsel. The firm will: a) provide the Debtors with advice and preparing all necessary documents regarding debt restructuring, bankruptcy, and asset dispositions; b) take all necessary actions to protect and preserve the Debtors' estate during the pendency of these chapter 11 cases, including the prosecution of actions by the Debtors, the defense of actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and objecting to claims filed against the estates; c) prepare on behalf of the Debtors, as a debtors in possession, all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of these chapter 11 cases; d) counsel the Debtors with regard to their rights and obligations as debtors in possession; e) appear in this or any other court to protect the interests of the Debtors; and f) perform all other legal services for the Debtors which may be necessary and proper in these proceedings. The firm will charge the Debtors based on the hourly rates of its professionals: Designations Hourly Rates ------------ ------------ Members of the Firm $410-$765 Senior Counsel $360-$550 Counsel $320-$520 Associates $220-$380 Legal Assistants $120-$215 The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About MicroBilt Corporation MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC in Tampa, Florida, offer small business owner solutions for fraud prevention, consumer financing, debt collection, skip tracing and background screening. MicroBilt provides access to over 3 billion debit account records, nearly 30 billion pieces of demographic and public record data and over 100 million unique consumer records to prevent identity fraud, evaluate credit risk and retain customer relationships. MicroBilt and CL Verify filed for Chapter 11 five days apart: MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011, and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23, 2011. MicroBilt estimated $10 million to $50 million in both assets and debts. CL Verify estimated $100 million to $500 million in assets, but under $1 million in debts. Court papers say the Debtors have roughly $8.4 million in unsecured debt and no secured debt. The Debtors believe they have an enterprise value of $150 million to $180 million. MICROBILT CORP: Court OKs Maselli Warren as Special Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized MicroBilt Corporation and CL Verify, LLC, to employ Maselli Warren, PC as special litigation counsel. The Debtors related that Maselli Warren has represented them prepetition in connection with various litigation matters including litigation with: (i) Chex Systems, Inc., (ii) CIT Communications, Inc; (iii) LC2, Inc.; and (iv) Oxford Technology, Inc. Maselli Warren is (i) assisting the Debtors in litigation involving Chex, CIT, LC2, and Oxford; and (ii) performing additional services as the Debtors may request from time to time. The Debtors added that Maselli Warren will coordinate efforts with Lowenstein Sandler, PC, the proposed bankruptcy counsel, to minimize duplication of efforts. As of the Petition Date, Maselli Warren had outstanding balances due from the Debtors totaling $53,411. To the best of the Debtors' knowledge, Maselli Warren is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About MicroBilt Corporation MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC in Tampa, Florida, offer small business owner solutions for fraud prevention, consumer financing, debt collection, skip tracing and background screening. MicroBilt provides access to over 3 billion debit account records, nearly 30 billion pieces of demographic and public record data and over 100 million unique consumer records to prevent identity fraud, evaluate credit risk and retain customer relationships. MicroBilt and CL Verify filed for Chapter 11 five days apart: MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011, and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23, 2011. MicroBilt estimated $10 million to $50 million in both assets and debts. CL Verify estimated $100 million to $500 million in assets, but under $1 million in debts. Court papers say the Debtors have roughly $8.4 million in unsecured debt and no secured debt. The Debtors believe they have an enterprise value of $150 million to $180 million. MIDWEST THEATRES: June Auction Will Not Disrupt Operations ---------------------------------------------------------- Russ Oechslin at the Sioux City Journal reports that a sheriff's auction set for next month will not disrupt operations at the Great Lakes Cinema 7. The June 22 sheriff's sale is to settle a $2.58 million judgement obtained by United Community Bank of Milford. UCB was a listed creditor when Midwest Theatres Corp., based in St. Michael, Minn., filed a voluntary petition for Chapter 11 bankruptcy last September. An automatic stay order prevented any proceedings from moving forward until the stay was lifted in March. According to the report, Steve Tripp, president of Midwest Theatres, termed the foreclosure "a coordinated effort between the banks and ourselves." The process will allow the bank and cinema group to close title and continue operations as normal. "We have the support of our senior lenders. This is the avenue that this needs to go down," Mr. Tripp said in an interview. The largest unsecured creditor named in the bankruptcy filing was United Bankers Bank of Bloomington, Minn., with a claim of about $8.7 million. In an October filing, the company reported $9.17 million in assets, and liabilities of $29 million. An affiliated real estate holding company, Cinema 1 LLP, reported $16.2 million in debt in another bankruptcy filing. Based in St. Michael, Minnesota, Midwest Theatres Corporation dba Cinemagic Theatres filed for Chapter 11 bankruptcy protection on Sept. 14, 2010 (Bankr. D. Minn. Case No. 10-46834). Judge Nancy C. Dreher presides over the case. Michael F McGrath, Esq., at Ravich Meyer Kirkman & McGrath Nauman, represents the Debtor. The Debtor estimated assets of between $1 million and $10 million, and debts of between $10 million and $50 million. MMRGLOBAL INC: Unregistered Sales of Securities Exceed Threshold ---------------------------------------------------------------- The aggregate number of shares of common stock sold in unregistered transactions by MMRGlobal, Inc., exceeded the 5% threshold. The following is a description of all sales of unregistered shares of Common Stock by the Company since Dec. 31, 2010, the completion of the fiscal year for which the Company's most recent Annual Report on Form 10-K was filed: -- On Jan. 31, 2011, the Company granted 120,000 shares of common stock to a vendor who chose to receive full payment in equity for marketing and advertising services rendered valued at $12,000. -- On Feb. 6, 2011, the Company granted 9,143 shares of common stock to a consultant who elected to receive 20% of their fees in the form of equity valued at $640. -- On various days from March 10, 2011, through March 25, 2011, the Company's CEO, Robert Lorsch, exercised 240,000 warrants for common stock in exchange for a reduction in related party payables of $30,000. -- On April 2, 2011, the Company granted 63,632 shares of common stock to a note holder for interest payment of $3,945. -- On April 18, 2011, the Company granted 1,345,171 shares of common stock to a note holder who exercised a right to convert $50,000 of a convertible promissory note. -- On May 2, 2011, the Company granted 22,858 shares of common stock to a vendor who chose to receive full payment in equity for a one day of consulting services. On May 6, 2011, the Company granted 13,152,183 shares of common stock to its technology partner for a reduction to accounts payable previously reported in the Company's financial statements and relating to development services in the amount of $789,131. On May 6, 2011, the Company entered into an Agreement with Nihilent Technologies, Inc., a Web site related software development provider of the Company. Pursuant to the Agreement, the Company will issue Nihilent 13,152,183 shares of restricted stock of the Company by May 20, 2011 and deliver certain other consideration in exchange for a reduction to accounts payable previously reported in the Company's financial statements and relating to development services in the amount of US $789,131 primarily pertaining to the Company's MMRPro product. In addition, Nihilent has agreed, upon receipt of the Consideration, to transfer to the Company all title, right and ownership interests in all source code and other intellectual property pertaining to all products and services developed exclusively for the Company. After the issuance of the shares, Nihilent will have certain filing and reporting obligations. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about MMRGlobal'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, and 2009. The Company reported a net loss of $17.9 million on $972,988 of revenues for 2010, compared with a net loss of $10.3 million on $619,249 of revenues for 2009. At Dec. 31, 2010, the Company's balance sheet showed $2.2 million in total assets, $6.6 million in total liabilities, and a stockholders' deficit of $4.4 million. MORRISON BROTHERS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Morrison Brothers Music, Inc. 127 Dyess Road Ridgeland, MS 39157 Bankruptcy Case No.: 11-01725 Chapter 11 Petition Date: May 13, 2011 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson Divisional Office) Judge: Edward Ellington Debtor's Counsel: Eileen N. Shaffer, Esq. P.O. Box 1177 Jackson, MS 39215-1177 Tel: (601) 969-3006 Fax: (601) 949-4002 E-mail: enslaw@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Mike Morrison. NATHAN REUTER: Contests $2-Mil. Ruling at Court of Appeals ---------------------------------------------------------- Andrew Denney at Columbia Daily Tribune reports that a federal bankruptcy judge last year ordered Nathan Reuter, the founder and CEO of Vertical Group LLC, to pay more than $2 million to nine investors in the group, who allegedly were told they would get the deal of a lifetime by purchasing "standby letters of credit" that would net them millions. That decision was affirmed by the U.S. Bankruptcy Appellate Panel, but Mr. Reuter has taken the case to the U.S. Court of Appeals Eighth Circuit. According to the report, legal action against the company and its officers has dragged on for nearly six years. Daryl Brown, the chairman of the Company, was criminally charged and given a 15- year sentence in federal prison for his role in the investment scheme. As many as 45 investors from around the United States gave the Company payments ranging from $50,000 to $300,000. Mr. Reuter was criminally charged for his role in the scheme, but he was not found guilty. After investors won a lawsuit against him, Mr. Reuter filed for bankruptcy, claiming the payments the lawsuit required and medical bills had wiped out his funds. When Mr. Reuter presented that argument last year to Judge Dennis Dow of the U.S. Bankruptcy Court of the Western District of Missouri, the judge didn't buy it. In his decision in the case, handed down in April 2010, the judge wrote Mr. Reuter is "sophisticated" and that he possesses a "sharp business acumen." In May 2010, Judge Dow ordered Mr. Reuter's bankruptcy filing be converted from a Chapter 11 to a Chapter 7, which means Reuter's assets can be liquidated to pay back the investors. In his appeal, which he filed with the appellate court, Mr. Reuter seeks to cast doubt upon his role in selling the transactions. He argues none of the investors proved he had misrepresented himself or that he had any intent to defraud them. It also was unreasonable, he argues, that the investors believed these investment offers were genuine, considering extravagant promises of easy wealth with little risk. He argues the real culprits are Mr. Brown and employees of his company Cerebus LLC because they are the actual "sellers" of the securities the investors purchased and that he cannot be held liable for their conduct. Mr. Reuter and Mr. Brown each owned 40 percent stakes in the company, and the remaining 20 percent was split equally between Rick Williams and Charles Bowman. Nathan Paul Reuter sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 07-21128) on July 27, 2007; is represented by James F. B. Daniels, Esq., at McDowell Rice Smith & Buchanan, P.C.; and estimated less than $1 million in assets and more than $1 million in debts at the time of the filing. NEIMAN MARCUS: Moody's Upgrades Corporate Family Rating to B2 ------------------------------------------------------------- Moody's Investors Service upgraded Neiman Marcus Group, Inc.'s Corporate Family Rating and Probability of Default Rating to B2 from B3. In addition, Moody's affirmed NMG's Speculative Grade Liquidity rating at SGL-1 and $2,060 million senior secured term loan at B2. The rating outlook is stable. This rating action concludes the review for possible upgrade initiated on April 25, 2011. RATINGS RATIONALE "Neiman Marcus has notably strengthened its capital structure by repaying about $200 million in debt and successfully closing on a refinancing that extended its nearest debt maturity from 2013 to 2015," said Maggie Taylor, a senior credit officer with Moody's. "The stronger capital structure combined with solid operating results and lower pro forma annual interest expense will lead to improved credit metrics," added Ms. Taylor." Pro forma for the debt reduction for the upcoming year ending July 31, 2011, Moody's expects NMG debt to EBITDA to fall to about 6.0 times from 6.6 times currently, and EBITA to interest expense to improve to about 2.0 times from 1.4 times. These ratings are upgraded: -- Corporate Family Rating to B2 from B3 -- Probability of Default Rating to B2 from B3 -- Senior subordinated notes due 2015 to Caa1 (LGD 5, 89%) from Caa2 (LGD 5, 81%) These ratings are affirmed: -- Senior secured debentures due 2028 at B2 (LGD 3, 46%) -- Speculative Grade Liquidity rating at SGL-1 These ratings will be withdrawn due to their repayment: -- Senior secured bank credit facilities at B2 (LGD 3, 34%) -- Senior unsecured notes due 2015 at Caa1 (LGD 5, 74%) The B2 Corporate Family Rating considers that despite the repayment of debt, NMG's leverage remains high. Positive ratings consideration is given to NMG's solid reputation in the luxury goods market, strong execution ability, and very good liquidity, particularly its healthy cash balances and free cash flow generation. The stable outlook considers Moody's view that while NMG's earnings will improve further as the luxury goods market continues to rebound, debt to EBITDA will not materially improve given that the company's sizable debt is not expected to materially change. Ratings could be upgraded if NMG's operating performance improves and it appears the company will be able to achieve and sustain debt to EBITDA approaching 5.0 times while maintaining EBITA to interest expense above 2.0 times. Ratings could be downgraded if NMG's operating performance trends reverse and debt to EBITDA rises above 6.0 times or EBITA to interest expense falls below 1.5 times for an extended period of time. Negative rating pressure could also develop if the company's financial policy becomes more aggressive. The principal methodology used in rating Neiman Marcus Group, Inc. was the Global Retail Industry Methodology, published in December 2006. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published in 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. NEW GRANGE: Case Summary & 23 Largest Unsecured Creditors --------------------------------------------------------- Debtor: New Grange, Inc. 80 S 9th Street Minneapolis, MN 55402 Bankruptcy Case No.: 11-43417 Chapter 11 Petition Date: May 13, 2011 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Dennis D. O'Brien Debtor's Counsel: Ann P. Johnson, Esq. MLG BANKRUPTCY GROUP LLC 7241 Ohms Ln Ste 240 Edina, MN 55439 Tel: (952) 841-0000 E-mail: ajohnson@morrislawmn.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 23 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb11-43417.pdf The petition was signed by David Ahern, vice president. NORDQUIST SIGN: Assets Bought by Platinum Group From Lender ----------------------------------------------------------- Dow Jones' DBR Small Cap reports that turnaround firm Platinum Group acquired Nordquist Sign Co., a 107-year-old signage business, from its lender. ORDWAY RESEARCH: Taps JC Jones as Financial Advisors ---------------------------------------------------- Ordway Research Institute Inc. seeks to hire JC Jones & Associates as its financial and restructuring advisors. The cost of JC Jones' professional services ranges from $100 to $350 per hour per person, depending on the background and experience of the individuals performing the work. JC Jones' hourly rates are revised semi-annually, on Jan. 1 and July 1 of each year. JC Jones' hourly rates as of Jan. 1, 2011, for the proposed work are: Practice Lead $275 to $350 Professional Consultants $225 to $300 Support Personnel $100 to $150 The individuals assigned to work on this engagement and their current daily rates are: Ronald Castor (Practice Lead) $280 John Bellardini (Consultant - Lead) $275 Jack Canty (Consultant) $225 Administrative Assistant (Support Personnel) $100 JC Jones will be paid 80% of their disputed fees and 90% of their undisputed expenses on a monthly basis. Prior to the Petition Date, on March 9 and April 27, the Debtor paid $37,500 to JC Jones as a retainer for services rendered to be rendered by JC Jones and for reimbursement of JC Jones' expenses. As of the petition date, the entire amount of the retainer remained unapplied. In addition, the Debtor has paid JC Jones $128,050 in the aggregate during the year immediately preceding the Petition Date. About Ordway Research Albany, New York-based Ordway Research Institute, Inc., was formed in 2002 to facilitate inter-institutional and interdisciplinary collaborations in basic and translational biomedical research in New York's Capital District. Ordway's research is focused on drug development in cancer, emerging infections and signal transduction/endocrinology. The Debtor filed for Chapter 11 protection (Bankr. S.D. NY Case No. 11-11322) on April 28, 2011. Bankruptcy Judge Robert E. Littlefield, Jr., presides over the case. Gregory J. Mascitti, Esq., at LeClairRyan, A Professional Corporation, represents the Debtor in its restructuring effort. As of April 26, 2011, Ordway had roughly $12,158,202 in assets and $17,108,847 in liabilities. ORDWAY RESEARCH: May 25 Hearing on Use of KeyBank Cash Collateral ----------------------------------------------------------------- Chief Bankruptcy Judge Robert E. Littlefield Jr. signed off on an interim order approving a stipulation that governs Ordway Research Institute Inc.'s continued use of cash collateral and permits it to obtain DIP financing. Pursuant to the Stipulation, the Court will hold a final hearing on the cash collateral use on May 25, 2011, at 10:30 a.m. As of the Petition Date, the Debtor owed: -- KeyBank National Association under two promissory notes aggregating $1.5 million; -- Key Equipment Finance, Inc., under $2.79 million in equipment financing; and -- the Marty and Dorothy Silverman Foundation under a $3.5 million promissory note. The KeyBank loans are secured by all of the Debtor' assets. The Debtor did not grant KEF a security interest in any of the cash collateral. To the extent KEF asserts a security interest in any of the Debtor's property, the security interest is limited to the equipment that is subject of the equipment lease. The Debtor also does not believe that the Silverman Foundation has a security interest in the cash collateral. KeyBank has consented to the Debtor's limited use of cash collateral, subject to the Stipulation. In a prior stipulation, dated May 6, KeyBank authorized the Debtor to use cash collateral and obtain postpetition loans until July 5, unless extended by the bank. About Ordway Research Albany, New York-based Ordway Research Institute, Inc., was formed in 2002 to facilitate inter-institutional and interdisciplinary collaborations in basic and translational biomedical research in New York's Capital District. Ordway's research is focused on drug development in cancer, emerging infections and signal transduction/endocrinology. The Debtor filed for Chapter 11 protection (Bankr. S.D. NY Case No. 11-11322) on April 28, 2011. Bankruptcy Judge Robert E. Littlefield, Jr., presides over the case. Gregory J. Mascitti, Esq., at LeClairRyan represents the Debtor in its restructuring effort. JC Jones & Associates serves as its financial and restructuring advisors. As of April 26, 2011, Ordway had roughly $12,158,202 in assets and $17,108,847 in liabilities. Counsel for cash collateral lender KeyBank N.A. is: Justin A. Heller, Esq. NOLAN & HELLER, LLP 39 North Pearl Street Albany, NY 12207 Tel: (518) 449-3300 Fax: (518) 432-3123 E-mail: jheller@nolanandheller.com PARK LANE: Involuntary Chapter 11 Case Summary ---------------------------------------------- Alleged Debtor: Park Lane LLC 2450 Maitland Center Parkway, Suite 300 Maitland, Fl 32751 Case Number: 11-07218 Involuntary Chapter 11 Petition Date: May 13, 2011 Court: Middle District of Florida (Orlando) Petitioner's Counsel: Kelvin Soto, Esq. LAW OFFICE OF KELVIN SOTO, PA 20 S. Rose Avenue, Suite 2 Kissimmee, FL 34741 Tel: (407) 552-1313 Fax: (407) 933-7713 E-mail: kelvinsoto@comcast.net Park Lane LLC's petitioners: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Charles Scott Irish Services Rendered $8,550 1841 Biscayne Drive Winter Park, Fl 32789 Carlos Moreno Services Rendered $3,850 2105 Mosher Drive Orlando, Fl 32810 Keith Casteel Services Rendered $6,450 441 Sunlake Circle #115 Lake Mary, Fl 32746 PATIENT SAFETY: Registers 31.7-Mil. Shares for Resale ----------------------------------------------------- Patient Safety Technologies, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the offering by the selling stockholders of the Company of up to 31,717,072 shares of common stock, par value $0.33 per share. All of the shares of common stock offered by the prospectus are being sold by the selling stockholders. These shares include 19,738,025 issued and outstanding shares of common stock, 8,351,200 shares of common stock issuable upon conversion of the Company's issued and outstanding Series B Convertible Preferred Stock, or Series B Preferred Stock, and 3,627,847 shares of common stock underlying unexercised warrants to purchase common stock. The Company's filing of the registration statement, of which this prospectus is a part, is intended to satisfy the Company's obligations to the selling stockholders to register for resale these shares of common stock. The selling stockholders have advised the Company that they will sell the shares of common stock from time to time in the open market, on the OTC QB market operated by OTC Markets Group, Inc., or any other stock exchange, market or trading facility on which our shares are traded, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at prices related to the prevailing market prices or at negotiated prices. The selling stockholders may sell the common shares to or through underwriters, brokers or dealers or directly to purchasers. Underwriters, brokers or dealers may receive discounts, commissions or concessions from the selling stockholders, purchasers in connection with sales of the common shares, or both. Additional information relating to the distribution of the common shares by the selling stockholders can be found in this prospectus under the heading "Plan of Distribution." If underwriters or dealers are involved in the sale of any securities offered by this prospectus, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable from the information set forth, in a supplement to this prospectus. The Company will not receive any proceeds from the sale of common stock by the selling stockholders. The Company will receive proceeds from the selling stockholders from any exercise of their warrants made on a cash basis. The Company's common stock is traded on the OTC QB market operated by OTC Markets Group, Inc., under the symbol "PSTX." On May 5, 2011, the closing price of the Company's common stock was $1.15 per share. A full-text copy of the prospectus is available for free at:' http://is.gd/qiinFZ About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. Patient Safety reported net income of $2.00 million on $14.79 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.53 million on $4.50 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $9.75 million in total assets, $6.02 million in total liabilities and $3.73 million in total stockholders' equity. In its March 31, 2010 report, Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, noted that the Company's significant recurring net losses through Dec. 31, 2009, and significant working capital deficit as of Dec. 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed Peabody Energy Corporation's (Peabody; NYSE: BTU) Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Peabody's credit ratings reflect large, well-diversified operations, good control of low-cost production, strong liquidity and modest adjusted financial leverage. Liquidity at quarter's end was strong, with cash on hand of $1 billion (pro forma for the redemption of the $218.1 million senior notes due 2016 on April 15, 2011) and availability under the company's revolver of $1.5 billion. Total debt with equity credit/EBITDA for the latest 12 months (LTM) ended March 31, 2011, was 1.5 times (x). Peabody has substantial legacy liabilities and adjusted leverage was 2.3x for the year ended Dec. 31, 2010. Pro forma for the redemption of the senior notes due 2016, leverage becomes 1.4x and adjusted leverage becomes 2.2x. Capital expenditures are expected to be up to $950 million and interest expense is expected to be about $200 million in 2011. Peabody is targeting 2011 EBITDA of at least $2.1 billion which Fitch believes should be attainable give the company's contract position and markets for its Australian coals. Fitch expects operating cash flows will cover capital expenditures and dividends of about $92 million per year amply over the next 12-18 months. Scheduled maturities of debt are $43.2 million in 2011, $50.2 million in 2012, $58.8 million in 2013, $50.0 million in 2014, and $400.4 million in 2015. Peabody should remain well within its credit facility financial covenants of a maximum consolidated leverage ratio of 4.0x and a minimum interest coverage ratio of 2.5x. The Stable Outlook reflects Fitch's expectation that: Peabody will continue to invest in Australia and or Asia to the extent of its free cash flow; any significant leveraged acquisitions will be financed in a balanced manner with some cash on hand and/or equity; and total debt with equity credit/EBITDA will remain below 2.5x over the next 18 months. Fitch would consider a negative rating action if there were a substantial recapitalization or a significant debt financed acquisition. Fitch would consider a positive rating action if there were a commitment to manage the capital structure to lower financial leverage longer term. Fitch has affirmed these ratings with a Stable Outlook: -- IDR at 'BB+'; -- Senior unsecured notes at 'BB+'; -- Senior unsecured revolving credit and term loan at 'BB+'; -- Convertible junior subordinated debentures due 2066 at 'BB-'. PEREGRINE DEVELOPMENT: Sec. 341 Creditors' Meeting on June 3 ------------------------------------------------------------ The United States Trustee for the Eastern District of Texas will convene a meeting of creditors in the bankruptcy case of Peregrine Development, LLC, on June 3, 2011, at 2:30 p.m. at Plano Centre. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Pursuant to the U.S. Trustee's notice, Proofs of Claims are due by Sept. 1. Government Proof of Claim are due by Oct. 31. Peregrine Development, LLC, in Lewisville, Texas, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 11-41449) on May 3, 2011, represented by Michael R. Rochelle, Esq., at Rochelle McCullough L.L.P. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Arthur James, II, manager. PERKINS & MARIE: Inks Forbearance, In Talks with Noteholders ------------------------------------------------------------ Perkins & Marie Callender's Inc. didn't make a $9.5 million interest payment during the 30-day grace period on $190 million in 10% senior unsecured notes due Oct. 1, 2013. The payment was due April 1. The Company anticipates not making the interest payment due May 31 on the $132 million in 14% second-lien bonds due May 2013. Perkins & Marie said it signed two forbearance agreements. The first Forbearance Agreement, dated as of May 4, 2011, was entered into with holders of in excess of 75% of the Company's $190 million outstanding principal amount of 10% Senior Notes due Oct. 1, 2013. The noteholders have agreed that, until 5:00 p.m. Eastern time on June 30, 2011, they will forbear from exercising any and all of their rights and remedies in connection with certain defaults and events of defaults under the 10% Notes Indenture that currently exist or are anticipated to arise during the pendency of such forbearance. The Company is required to execute a restructuring support agreement acceptable to the noteholders for a financial restructuring. The second Forbearance Agreement, dated as of May 9, 2011, was entered into with lenders and Wells Fargo Capital Finance, LLC, as administrative agent, under the parties' Credit Agreement dated Sept. 24, 2008. The Company has been entitled to borrow and re- borrow from time to time revolving loans of up to $26.0 million in aggregate principal amount outstanding at any one time until the Credit Agreement's presently scheduled Feb. 28, 2013 maturity date. The lenders have agreed that, until 5:00 p.m. Eastern time on June 30, 2011, they will forebear from exercising any and all of their rights and remedies in connection with defaults in connection with the missed payments on the notes. About Perkins & Marie Callender Perkins & Marie Callender's operates and franchises more than 600 full-service restaurants under the banners Perkins Restaurant & Bakery and Marie Callender's Restaurant & Bakery. Its Perkins chain, with about 480 locations, offers standard American fare for breakfast, lunch, and dinner, along with fresh muffins, pies, and cakes. Many locations are open 24 hours a day. Its Marie Callender's chain boasts about 130 locations, offering traditional comfort foods, along with fresh baked desserts. Some 250 of the restaurants are company-owned. Perkins & Marie Callender's is owned by private equity firm Castle Harlan. The Company's balance sheet at Oct. 30, 2010, showed $290.0 million in assets, $506.4 million in total liabilities, and a total deficit of $216.4 million. * * * As reported in the May 16, 2011 edition of the Troubled Company Reporter, Moody's Investors Service revised Perkins & Marie Callender's Probability of Default Rating to Ca/LD, reflecting the limited default that has occurred with respect to the company's 10% Senior Unsecured Notes due 2013. The company's other ratings were affirmed, including the Corporate Family Rating at Ca. The rating outlook is negative. Moody's does not anticipate upward rating momentum in the near term given the operating environment and the high likelihood the company will file for bankruptcy or undertake a distressed debt exchange. A balance sheet restructuring that materially lowers debt levels and improves liquidity could lead to an upgrade. PETROFLOW ENERGY: Court OKs Buy Out & Settlement of Legal Matters ----------------------------------------------------------------- Equal Energy Ltd. disclosed that earlier Judge Christopher Sontchi, United States Bankruptcy Judge for the District of Delaware, entered an order in the bankruptcy cases of Petroflow Energy Ltd. and its subsidiaries, North American Petroleum Corporation USA and Prize Petroleum LLC, approving: (i) the purchase and sale agreement between the Company and Petroflow; and (ii) the settlement agreement with the Company, Petroflow, Compass Bank and Texas Capital Bank, N.A.. As provided for in the Company's April 26, 2011 press release, pursuant to the Agreements, the Company will acquire Petroflow's interests in assets developed pursuant to the now terminated Farmout Agreement between the Company and North American Petroleum Corporation USA, and concomitantly settle all outstanding legal matters between the Company and Petroflow, Compass and Texas Capital. Pursuant to applicable United States' bankruptcy law, any challenge to, or appeal of, the Sale and Settlement Approval Order, must be filed no later than May 31, 2011. In the absence of any such challenge or appeal, the Company anticipates that a closing of the Acquisition and settlement approved by the Bankruptcy Court will occur on or about June 1, 2011. 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. PHILLIPS RENTAL: Can Use Banks' Cash Collateral Until June 10 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee entered, on May 3, 2011, an agreed order granting Phillips Rental Properties, LLC, permission to use cash collateral through 5:00 p.m. of June 10, 2011, to pay the estimated expenses that are necessary to prevent immediate and irreparable harm to the Debtor's estate, pursuant to an interim budget. Any variance in the expense figures in the interim budget in excess of 10% will require approval by the Court. As adequate protection, Bank of Tennessee, Carter County Bank, Citizens Bank, Eastman Credit Union, First Tennessee Bank, Regions Bank and TriSummit Bank's interest in the and to the prepetition collateral, including interim adequate protection against the diminution of the prepetition collateral resulting from the Debtor's use, sale, or lease of the prepetition collateral and the cash collateral, the Banks are granted interim replacement liens in and to all assets of the estate that are within the collateral descriptions of the Banks' loan and security documents. In addition, the Debtor is authorized and agrees to pay the amounts as set forth in the budget to the Banks within the time periods specified in the budget. The Debtor was directed to maintain insurance coverage on all property of the estate, Workmen's Compensation Insurance and General Commercial Liability Insurance in a form and amount acceptable to the Bank and the United States Trustee. An adjourned hearing on the Debtor's continued use of cash collateral will be held on June 7, 2011, at 9:00 a.m. As reported in the TCR on Dec. 28, 2010, the Debtor, along with Gary and Karla Phillips, is a co-maker and guarantor on notes with: Approximate Amount of Claim --------------------------- a. Bank of Tennessee $514,748 b. Carter County Bank $204,419 c. Citizens Bank $565,947 d. Eastman Credit Union $2,383,489 e. First Tennessee Bank $791,808 f. Regions Bank $3,770,512 g. TriSummit Bank $1,036,460 Piney Flats, Tennessee-based Phillips Rental Properties, LLC, filed for Chapter 11 bankruptcy protection on Dec. 7, 2010 (Bankr. E.D. Tenn. Case No. 10-53129). Fred M. Leonard, Esq. -- fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $13,499,682 in total assets and $9,650,892 in total liabilities. PRIMEDIA INC: Moody's Says Ratings Unaffected by LBO Announcement ----------------------------------------------------------------- Moody's Investors Service said PRIMEDIA Inc.'s announcement that it has entered into a definitive agreement to be acquired by affiliates of TPG Capital would likely result in the withdrawal of all ratings on PRIMEDIA's existing capital structure. Existing ratings (LGD assessment): -- Corporate Family Rating, B1 -- Probability of Default Rating, B2 -- $88 million senior secured revolving credit facility due 2013, B1 (LGD3, 30%) -- $208 (originally $250) million senior secured term loan B due 2014, B1 (LGD3, 30%) -- Speculative Grade Liquidity Rating, SGL-2 Headquartered in Norcross, Georgia, PRIMEDIA Inc. is a provider of advertising-supported consumer guides covering the apartment leasing and new homes sector. In addition, the company's distribution business (DistribuTech) provides display space to publishers of consumer guides. PRIMEDIA reported sales of $232 million in 2010. PROJECT EAST: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Project East Bagley, LLC 9205 Shenandoah Drive North Royalton, OH 44133 Bankruptcy Case No.: 11-14112 Chapter 11 Petition Date: May 13, 2011 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Pat E. Morgenstern-Clarren Debtor's Counsel: Glenn E. Forbes, Esq. COOPER & FORBES 166 Main St. Painesville, OH 44077-3403 Tel: (440) 357-6211 E-mail: Bankruptcy@cooperandforbes.com Scheduled Assets: $991,255 Scheduled Debts: $1,787,944 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohnb11-14112.pdf The petition was signed by Patrick J. Potopsky, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- East Bagley, Inc. 09-17194 RANDAZZO PROPERTY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Randazzo Property Group, Inc. 401 East 34th Street Ocean City, NJ 08226 Bankruptcy Case No.: 11-24885 Chapter 11 Petition Date: May 12, 2011 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Judith H. Wizmur Debtor's Counsel: Carmen M. Finegan, Esq. HALPERN & LEVY, PC 1204 Township Line Rd Drexel Hill, PA 19026 Tel: (610) 668-5454 Fax: (610) 668-5455 E-mail: carmen@halpernlevy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Guiseppe Randazzo, president. RANDOLPH PROPERTIES: Hearing on Key Issues Continued to June 14 --------------------------------------------------------------- Penny Pool at the Randolph Leader reports Lee R. Benton, bankruptcy attorney for Randolph Medical Center, said the U.S. Bankruptcy Judge William R. Sawyer continued everything in court until June 14, 2011. Among pending motions was converting the hospital's Chapter 11 bankruptcy to Chapter 7. According to the report, Randolph Medical filed bankruptcy after Correct Care Inc., a Louisiana firm that provided doctors to the hospital, walked out, necessitating the hospital's immediate closure. The firm is believed to be owed about $350,000. Mr. Benton of the Birmingham firm of Benton and Centeno LLP said Regions Bank had a motion to dismiss the case but was not present in court. He believes Regions is wrong on its position that it has the same security interest as Correct Care Inc. The Randolph Leader also reports that the contract for sale of the separate rural health care clinic to Northeast Regional Medical Center in Anniston has been signed and filed with the court awaiting approval. Randolph Properties, Inc., doing business as Randolph Medical Center, filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 11- 30846) in Montgomery, Alabama, on April 1, 2011. Michael A. Fritz, Sr., Esq., at Fritz Hughes & Hill, LLC, in Montgomery, represents the Debtor. The Debtor estimated up to $50,000 in assets and $1,000,001 to $10,000,000 in liabilities. REGAL ENTERTAINMENT: Incurs $23.7-Mil. Net Loss in First Quarter ---------------------------------------------------------------- Regal Entertainment Group filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $23.70 million on $570.90 million of total revenues for the quarter ended March 31, 2011, compared with net income of $16.40 million on $719.80 million of total revenues for the quarter ended April 1, 2010. The Company's balance sheet at March 31, 2011, showed $2.32 billion in total assets, $2.86 billion in total liabilities and a $541.60 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/3nrig0 About Regal Entertainment Group Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE: RGC) -- http://www.REGmovies.com/-- is the largest motion picture exhibitor in the world. Regal's theatre circuit, comprising Regal Cinemas, United Artists Theatres and Edwards Theatres, operates 6,739 screens in 545 locations in 38 states and the District of Columbia. Regal operates theatres in 43 of the top 50 U.S. designated market areas. * * * Regal Entertainment carries 'B1' corporate family and probability of default ratings from Moody's Investors Service, 'B+' issuer default rating from Fitch Ratings, and 'B+' corporate credit rating from Standard & Poor's Ratings Services. Moody's said in February 2011 that Regal's B1 CFR reflects the trade-offs between the relative stability and the small magnitude of the company's cash flow stream. With no change expected in either parameter, and with very good liquidity, the rating outlook is stable. S&P said in February that the rating reflects S&P's view that the company's aggressive financial policies will likely cause leverage to remain elevated over the intermediate term. Furthermore, Regal's revenue and EBITDA trends are highly dependent on the performance of the U.S. box office. Other rating factors include the company's participation in the mature and highly competitive U.S. movie exhibition industry, exposure to the fluctuating popularity of Hollywood films, and the long-term risk of increased competition from the proliferation of entertainment alternatives. R.R. DONNELLEY: Moody's Downgrades Debt Rating to 'Ba1' ------------------------------------------------------- Moody's Investors Service (Moody's) downgraded RR Donnelley & Sons Company's (RR Donnelley) senior unsecured rating to Ba1 from Baa3, and its commercial paper rating to Not Prime from Prime-3, concluding the review for downgrade initiated on May 4, 2011. In conjunction with the rating action, Moody's assigned RR Donnelley a Ba1 Corporate Family Rating (CFR) and SGL-1 speculative-grade liquidity rating (indicating very good liquidity). Moody's also assigned a Ba1 rating to RR Donnelley's proposed $500 million senior unsecured unguaranteed notes due 2018. With the review concluded, RR Donnelley's rating outlook is now stable. The rating action incorporates both systemic and company-specific matters. RR Donnelley participates in an industry with very poor supply/demand balance. Moreover, demand can fluctuate dramatically over short periods of time. Subsequent to an approximate 20% industry decline during the recent recession, demand has essentially remained at recessionary trough levels. Moody's thinks this backdrop indicates that business risks are increasing and that a more conservative financial profile is required to maintain a given rating. RR Donnelley recently announced a $1.0 billion share buy-back and management expressed comfort with Debt-to- EBITDA leverage in the 2.5x-to-3.0x range, a half turn higher than the company's historic range. When Moody's standard adjustments relating to operating leases and under-funded pensions are applied, the company's figures equate to approximately 3.25x-to- 3.75x, levels that are not compatible with the prior rating. Consequently, while Moody's believes RR Donnelley has the wherewithal to operate with a more conservative capital structure, the rating agency downgraded the company's senior unsecured debts to Ba1 and Not Prime. The Ba1 ratings draw support from the company's very good liquidity profile. RR Donnelley maintains domestic cash balances in the +/- $100 million range and Moody's expects the company to be cash flow positive over the next four quarters. External liquidity is provided by a $1.75 billion unsecured revolving term loan that is committed to December 17, 2013. Drawings as of March 31, 2011 are relatively nominal and Moody's does not expect financial covenant compliance matters to restrict access to the facility over the foreseeable future. While Moody's is not aware of any asset divestiture plans, RR Donnelley also has non-core or easily divisible assets that could be sold for cash that would augment liquidity. Overall, Moody's grades these arrangements as being very good, SGL-1. RR Donnelley intends to utilize the net proceeds from the proposed notes to refinance existing indebtedness and the offering will favorably lower cash interest expense. Covenants on the proposed notes are the same as RR Donnelley's existing notes. Downgrades: Issuer: R.R. Donnelley & Sons Company -- Senior Unsecured Bank Credit Facility, Downgraded to Ba1, LGD4 - 54% from Baa3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1, LGD4 - 54% from Baa3 -- Multiple Seniority Shelf, Downgraded to (P)Ba1 from (P)Baa3 -- Commercial Paper, Downgraded to NP from P-3 Assignments: Issuer: R.R. Donnelley & Sons Company -- Corporate Family Rating, Assigned Ba1 -- Probability of Default Rating, Assigned Ba1 -- Speculative Grade Liquidity Rating, Assigned SGL-1 -- Senior Unsecured Regular Bond/Debenture (due 2018), Assigned Ba1, LGD4 - 54% Outlook Actions: Issuer: R.R. Donnelley & Sons Company -- Outlook, Changed To Stable From Rating Under Review Withdrawals: Issuer: R.R. Donnelley & Sons Company -- Issuer Rating, Withdrawn, previously rated Baa3 RATINGS RATIONALE Systemic influences are an important consideration underpinning RR Donnelley's Ba1 CFR and Ba1 Probability of Default Rating (PDR). Moody's believes that RR Donnelley's operational risks are increasing as the business environment evolves. Most of the past several years has been characterized by poor supply/demand balance and suppressed margins and commercial printing's capacity utilization and industrial production value continue to languish at recessionary trough levels. So too does the consumption paper grades used by commercial printers. Moody's estimates the annual volume of more than $100 billion North American commercial printing market is declining at a long term rate of +/- 3% and are concerned that a significant proportion of recessionary declines, which, at +/- 20%, greatly exceed the long term average, have been lost forever. As well, visibility of forward activity levels is opaque and the timing and magnitude future growth is highly uncertain. Moody's anticipates only modest top-line growth and expect little in the way of margin expansion. Moody's views RR Donnelley as having a solid operating platform with good product diversity and aggregate scale, and a reasonable cost position featuring a significant variable component. Performance during the recent recession was quite good with the company remaining cash flow positive through-out. In addition, as an industry leader with good access to the capital markets and a generally good liquidity position, Moody's does not anticipate external matters to cause abrupt changes in the company's risk profile. And with management recently providing updated leverage guidance of 2.5x-to-3.0x (as defined by the company), Moody's is comfortable that internal matters will cause significant changes in the risk profile, it being noted that Moody's assumes in the rating that the company operates well below the top end of its guidance range. Rating Outlook The stable ratings outlook is based on the assumption RR Donnelley will, on average, operate well below the upper end of its newly stated comfort range for leverage. What Could Change the Rating - Up Given the combination of adverse systemic influences and the company's stated Debt-to-EBITDA leverage comfort zone, a ratings upgrade is not anticipated. What Could Change the Rating - Down Moody's would consider a downgrade if Debt-to-EBITDA, inclusive of Moody's standard adjustments, was expected to be sustained at the high end of the company's guidance range, which equates to approximately 3.75x. This benchmark may be reconsidered in the event industry fundamentals suddenly deteriorate. A significant debt-financed acquisition and/or adverse liquidity developments could also result in downward rating pressure. RR Donnelley's ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of RR Donnelley's core industry and RR Donnelley's ratings are believed to be comparable to those of other issuers of similar credit risk. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website. SAND HILL: CNH Capital and Towmeys Object to Plan Outline --------------------------------------------------------- CNH Capital America LLC objects to the Disclosure Statement in Support of Consolidated Plan of Reorganization of Sand Hill Foundation, LLC, Sand Hill Panola SWD #2 LLC and Sand Hill Panola, SWD #5 LLC. CNH Capital is the holder of the debt instruments executed by Sand Hill Foundation, LLC. CNH Capital is the holder of the debt instruments executed by Sand Hill Foundation, LLC. CNH Capital objects to the Disclosure Statement because it fails to provide "adequate information" as that term used in 11 USC Sec. 1125 and interpreted by relevant case law. The Disclosure Statement fails to set forth how much is past due on any secured claim, including those of CNH Capital, and how much will be due on the Effective Date. CNH Capital submits that this gives an inaccurate impression that there is only one debt instrument when in fact there are three cross-collateralized Retail Installment Contracts and Security Agreements. The Disclosure Statement should be modified to correct this mischaracterization to reflect the fact that there are three separate instruments, each containing cross-default and cross-collateralization provisions and each with separate amounts owed and interest rates. Howard C. Rubin, Esq. Daniel P. Callahan, Esq. KESSLER & COLLINS A PROFESSIONAL CORPORATION 2100 Ross Avenue, Suite 750 Dallas, TX 75201 Tel: (214) 379-0722 Fax: (214) 373-4714 E-mail: hrubin@kesslercollins.com Secured creditors Henry J. Twomey and Patricia Faye Twomey also objected, saying the Disclosure Statement does not provide the Twomeys with information in sufficient detail that will enable the Twomeys, or a typical holder of a claim, to make an informed judgment on whether to vote for the Plan. The Twomeys' claim is treated in Class 3.10, as an allowed secured claim, in the Debtor's Consolidated Chapter 11 Plan. The Troubled Company Reporter ran a summary of the Debtors' Chapter 11 Plan in its May 5, 2011 edition. A full-text copy of the Disclosure Statement explaining the Plan is available for free at http://bankrupt.com/misc/SANDHILL_DS_03282011.pdf About Sand Hill Sand Hill Foundation, LLC is an oilfield service and construction company. Sand Hill Foundation employs 145 people and owns assets in the approximate amount of $10,000,000 including numerous vehicles and equipment pieces of equipment. Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in Panola County, Texas scheduled at over $2,500,000. Sand Hill Panola SWD #5 LLC also owns a saltwater disposal well in Panola County, Texas scheduled at over $1,500,000. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 10-90209) on May 25, 2010. Jeffrey Wells Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. The U.S. Trustee has formed an official committee of unsecured creditors in the Chapter 11 case. SATISFIED BRAKE: Files Chapter 15 Petition in Kentucky ------------------------------------------------------ Satisfied Brake Products, Inc., filed a Chapter 15 petition (Bankr. E.D. Ky. Case NO. 11-51427) to seek recognition of its insolvency proceeding in Canada. Based in the city of Dorval, in Montreal, the Debtor manufactures and sells brake pads and shoes along five product lines. On April 15, 2009, Brake Parts Inc. filed an action (E.D. Ky. Case No. 09-CV-132-KSF), against David Lewis, a former BPI engineer who helped develop formulas for BPI's brake pads. BPI alleged that Mr. Lewis had breached his nondisclosure agreement with BPI and made related claims regarding improper use of confidential information. Also in 2009, BPI initiated an action against the Debtor in the Ontario Superior Court and another action against the Debtor and other in the Northern District of Illinois. The Illinois court granted a motion transferring the case to Kentucky (E.D. Ky. Case No. 5:10-CV-00212) but denied a motion to consolidate the case with the suit against Mr. Lewis. In December, the Kentucky District Court entered an injunction preventing the Debtor form continuing its operations on most of its products. The Debtor has sought emergency relief from the U.S. Court of Appeals for the Sixth Circuit to, among other things, terminate the injunction. The Court of Appeals has not yet ruled on the request. The injunction caused the Debtor's banker, the Bank of Montreal, to immediately call its loan with the Debtor. The Debtor was also forced to close its Cornwall, Ontario plant. These prompted the Debtor to seek protection on Jan. 10, 2011, under the Bankruptcy and Insolvency Act in Canada. Litwin Boyadjian, Inc., was appointed as trustee. Under BIA rules, the Debtor has until June 23, 2011, to submit a proposal to creditors. The Debtor wants its BIA case in Canada recognized as the foreign main proceeding. SATISFIED BRAKE: Chapter 15 Case Summary ---------------------------------------- Chapter 15 Petitioner: Noubar Boyadjian Chapter 15 Debtor: Satisfied Brake Products, Inc. 9060 Ryan Avenue Dorval Quebec H9P 2M8 Canada Chapter 15 Case No.: 11-51427 Type of Business: The Debtor is a leading brake manufacturer based in North America. Chapter 15 Petition Date: May 16, 2011 Court: U.S. Bankruptcy Court Eastern District of Kentucky (Lexington) Judge: Joseph M. Scott Jr. Debtor's Counsel: Gregory R. Schaaf, Esq. GREENEBAUM DOLL & MCDONALD PLLC 300 W. Vine Street, Suite 1100 Lexington, KY 40507 Tel: (859) 231-8500 E-mail: lexbankruptcy@gdm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of creditors together with its petition. SCOVILL FASTENERS: Global Equity-Led Auction Set for June 8 ----------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Scovill Fasteners Inc. was authorized by the bankruptcy court on May 13 to hold a June 8 auction to learn if the $17 million offer from Global Equity Capital LLC is the best bid for the business. The hearing for approval of the sale will take place June 10. The creditors' committee opposed holding the auction so quickly. As a result, the judge is requiring other bids initially by June 6, about a week later than the company originally proposed. Scovill made the agreement with Global Equity before the Chapter 11 filing on April 19. The buyer will also pay the cost of curing contract defaults. The committee predicted that the sale would yield "little or no cash recovery" for unsecured creditors. About Scovill Fasteners Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and Scovill Manufacturing Co. -- produces snap fasteners and tack buttons. It manufactures the majority of its products at its 300,000 square foot factory located in Clarkesville, Georgia. Clarkesville is also its headquarters location. Scovill Fasteners along with affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on April 19, 2011. Heather N. Byrd, Esq., and John C. Weitnauer, Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy counsel. BMC Group Inc. is the claims and notice agent. Scovill estimated its assets at $10 million to $50 million and debts at $100 million to $500 million. The bankruptcy judge has given interim approval for $20.8 million in secured financing from General Electric Capital Corp., as agent for lenders. SHAMROCK-SHAMROCK: 70 Fla. Real Estate Parcels in Chapter 11 ------------------------------------------------------------ Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Shamrock-Shamrock Inc., the owner of 70 parcels of Florida real property, filed for Chapter 11 protection on May 10 in Orlando. The Daytona Beach, Florida-based company listed $17 million owing on mortgages to a variety of lenders. The properties together are worth $12.1 million, the petition says. There is almost no debt aside from the mortgages. Shamrock-Shamrock, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011. Bryan K. Mickler, Esq., in Jacksonville, Florida, serves as counsel to the Debtor. A case summary for Shamrock-Shamrock is in the May 13, 2011 edition of the Troubled Company Reporter. SOUTHLAKE AVIATION: Wants to Dismiss Chapter 11 Case ---------------------------------------------------- Southlake Aviation, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to dismiss their Chapter 11 case after determining that their Gulfstream Aerospace Gulfstream V is in Savannah, Georgia. The Debtor has determined that the G-V is indeed secured in Savannah and that no reorganization is necessary, according to papers filed with the court. Additionally, the Debtor believes it can reach an agreement with VFS Financing Inc. regarding the G-V outside of bankruptcy. The Debtor says that VFS is filing an unopposed motion to lift the automatic stay to gain control of the G-V. The G-V is not cross-collateralized as against the other estate assets, which were not in default at the time of the Petition Date. On April 11, 2011, Regions Equipment Finance Corporation sent the guarantors of its obligations, but not the Debtor, a notice of non-monetary default. Accordingly, dismissing Debtor's case is in the best interest of its creditors, Linda S. LaRue, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C., in Dallas, Texas, asserts. The Debtor has also consulted with the United States Trustee, VFS, and the single unsecured creditor, Winstead, P.C. None are opposed to this Motion, Ms. LaRue says. REFCO's position regarding the relief herein is not known, according to court papers. Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it leases out for private use. Southlake Aviation filed for Chapter 11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case No. 11-32035). Linda S. LaRue, Esq., and Michael J. Quilling, Esq., at Quilling, Selander, Cummiskey & Lownds, serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. SRAM CORP: Moody's Rates 1st Lien Credit Facility at 'Ba2' ---------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to SRAM Corporation $625 million 1st lien senior secured credit facilities ($575 million term loan and $50 million revolver), a B3 rating to the $215 million 2nd lien term loan and an SGL-2 Speculative Grade Liquidity rating. At the same time, the B1 Corporate Family Rating was affirmed and the Probability of Default Rating was revised to B1 from B2. The outlook was changed to negative from stable. The ratings on the existing secured credit facility will be withdrawn upon closing. Proceeds from the two credit facilities will be used to repay the existing term loan (roughly $197 million) and take out the financial sponsors' (Trilantic) equity (about $575 million). SRAM filed an S-1 on May 12, 2011 to issue $300 million of common stock. If the initial public offering (IPO) closes, proceeds will be used to repay the 2nd lien term loan in full and partially repay the first lien term loan. "Despite the intended use of proceeds from a potential IPO, we assume that the 2nd lien term loan will be repaid solely with free cash flow," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. With that in mind, the debt transaction is somewhat aggressive from a credit perspective and temporarily weakens SRAM's credit metrics. For example, this transaction will increase adjusted debt/EBITDA by more than three turns to well over 6 times from 3 times at Dec. 31, 2010. However, Moody's believes that SRAM has showed enough resiliency in its business and effectiveness of controlling costs and repaying debt to not warrant a downgrade. "We believe that debt/EBITDA should be below 6.5 times by the end of 2011 and 5.5 times by the end of 2012 assuming an IPO does not happen," noted Cassidy. If an IPO were to occur under the terms in the S-1, this ratio could approach 4 times in 2011 and 3.5 times in 2012. The Probability of Default Rating revision to B1 from B2 is a result of the change to a first lien-second lien structure. Because of this change, Moody's is utilizing a 50 percent mean family recovery rate in accordance with its LGD methodology -- which resulted in the revision. RATING RATIONALE The B1 Corporate Family Rating reflects SRAM's modest scale with about $550 million of revenue, narrow product focus in bicycle component parts, and susceptibility to discretionary consumer spending. It also reflects Moody's view that while credit metrics will become weak following a debt financed share repurchase, which is larger than the rating agency expected when it upgraded the rating to B1 in April 2011, metrics should steadily improve over the next few years to more reasonable levels., This is especially so if an IPO closes. The ratings are also constrained by the company's history of shareholder friendly activity such as dividends and share repurchases as well as by the potential for future acquisitions. SRAM's ratings benefit from its: 1) strong operating margins with EBITA/revenue over 20%; 2) history of using free cash flow to repay debt; 3) good market position within the bicycle component industry; 4) extensive product portfolio within the premium segment; and 5) brand recognition among bike enthusiasts and dealers. The ratings also benefit from the company's good liquidity profile, geographic diversification, and stable industry dynamics. The negative outlook reflects Moody's view that credit metrics will be outside of what is typical for a B1 consumer durables company. For example, SRAM's pro forma debt/EBITDA ratio is 6.8 times at Dec. 31, 2010, while 6 times or lower is closer to what is expected. The negative outlook reflects Moody's concern that SRAM may not be able to reduce leverage to around 6 times absent an IPO. The outlook could be stabilized if SRAM reduces financial leverage to around 6 times either by paying down debt with IPO proceeds or by paying down debt with free cash flow. That said, there is no upside rating pressure in the near term even if an IPO closes given the deterioration in credit metrics which will accompany the debt financed share repurchase. And because of SRAM's relatively small scale with revenue around $500 million and history of aggressive financial policies, its credit metrics need to be stronger than similarly rated consumer durables companies. For example, for an upgrade to be considered debt/EBITDA would need to approach 3 times and interest coverage needs to be moving toward 4 times. Ratings could be downgraded if credit metrics do not improve in the relatively near term. For example, Moody's could downgrade the ratings if debt/EBITDA does not approach 6 times in the next year (currently 6.8 times pro forma for the transaction) or if EBITA margins fall to the low double digits (currently over 20%). Another aggressive debt funded shareholder return in the near to mid-term term could also spark a downgrade. The SGL-2 Speculative Grade Liquidity rating reflects SRAM's good liquidity profile. SRAM's liquidity position is comprised of modest cash balances of around $15 million, good operating cash flow generation and full availability under its $50 million revolver, which expires in 2016. The extended maturity profile of the 1st and 2nd lien term loans (1st lien matures in 7 years and 2nd lien matures in 7.5 years) benefits SRAM's liquidity position as does having a 50% excess cash flow sweep in the 1st lien term loan. The lack of financial covenants in the 1st lien and 2nd lien term loan also enhance SRAM's liquidity profile. But a maximum quarterly leverage covenant in the revolving credit facility, which only have to be met if there are revolver borrowings outstanding at the end of a quiarter, is a constraint on liquidity. The modest size of the cash balances and revolver are the primary constraints to liquidity. The Ba2 rating on the1st lien senior secured credit facility and the B3 rating on the 2nd lien credit facility reflect a B1 probability-of-default rating and an LGD 3 for the 1st lien and an LGD 5 for the 2nd lien. The 1st lien facilities are rated two notches higher than the B1 Corporate Family Rating reflecting their priority position in relation to collateral. The B3 rating on the second lien term loan is two notches lower than the CFR reflecting the weaker collateral position that facility holds. The ratings of both the 1st lien and 2nd lien reflects the upstream guarantees from operating subsidiaries and the all-asset pledge on a first and second lien basis. The rating on the 1st lien credit facility will likely not change if the proceeds from an IPO are used to repay the 2nd lien. This is because the B1 Probability of Default rating would likely get downgraded to B2 as there would only be 1st lien debt in the capital structure. This would likely counter the impact of losing the loss absorption afforded by the 2nd lien term loan. Moody's assigned these ratings: -- $575 Million First Lien Term Loan at Ba2 (LGD 3, 35%); -- $30 Million First Lien Revolver at Ba2 (LGD 3, 35%); -- $215 Million Second Lien Term Loan at B3 (LGD 5, 85%); -- Speculative Grade Liquidity rating at SGL-2; Moody's revised these rating: -- Probability of Default Rating to B1 from B2; Moody's affirmed these rating: -- Corporate Family Rating at B1 The principal methodology used in rating SRAM was the Global Consumer Durables rating methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Chicago, Illinois, SRAM Corporation is a global manufacturer and designer of premium bicycle components. SRAM's business consists primarily of its OEM business while 35% of sales are derived from its after market segment. Trilantic Capital Partners has a 40% minority stake in SRAM from the August 2008 leverage recapitalization. This will be repaid with proceeds from a refinancing.. Revenue for the twelve months ended March 31, 2011, approximated $550 million. SRAM LLC: S&P Affirms 'B+' Corporate Credit Rating -------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on SRAM LLC to positive from stable. "We also affirmed our 'B+' corporate credit rating on the company," S&P said. "At the same time, we assigned our preliminary issue-level ratings to the company's proposed first- and second-lien senior secured credit facilities. We assigned our preliminary 'B+' issue-level rating (at the same level as our corporate credit rating) to SRAM's proposed $625 million senior secured first-lien credit facilities. We also assigned this debt a preliminary recovery rating of '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The proposed facilities will consist of a $50 million revolving credit facility due 2016 and a $575 million term loan due 2018," S&P continued. "Additionally we assigned SRAM's proposed $215 million senior secured second-lien term loan due 2018 our preliminary 'B-' issue- level rating (two notches below the corporate credit rating). We also assigned this debt a preliminary recovery rating of '6', indicating our expectation of a negligible (0% to 10%) recovery for lenders in the event of a payment default," S&P noted. SRAM plans to use the proceeds to refinance its existing indebtedness and repurchase Trilantic Capital Partners' equity stake. Additionally, the company has filed a registration statement outlining plans for an IPO and intends to use a portion of the potential proceeds to repay debt. "The outlook revision to positive reflects the potential for meaningful deleveraging if SRAM's recently proposed IPO is successful," said Standard & Poor's credit analyst Michael Halchak. "While the planned refinancing will result in an increase in our measure of leverage to the mid-5x area from the low-4x area as of Dec. 31, 2010, if the IPO is successful and the majority of proceeds go toward debt repayment (as outlined in the company's recently filed registration statement), we believe leverage could improve to below 4x by the end of 2011." "Based on our assessment of SRAM's business risk profile as weak," added Mr. Halchak, "we would view this level of leverage to be in line with a higher rating." "We have included Trilantic Capital Partners' preferred equity position in our calculation of SRAM's leverage since the firm acquired a minority stake in SRAM in 2008." STEM INT'L: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------ Gary Haber at the Baltimore Business Journal reports that Stem International Inc. filed for Chapter 11 protection about a month after a Harford County judge ordered it to pay $2 million to a subcontractor in a legal dispute over a pair of lucrative military deals. Stem's largest unsecured creditor listed in the bankruptcy filing is SciTech Services Inc., a Harford County defense contractor. SciTech has a $3 million claim. Based in Belcamp, Maryland, Stem International Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 11-18831) on April 28, 2011. Judge James F. Schneider presides over the case. Curtis C. Coon, Esq., at Coon & Cole, LLC, represents the Debtor. STRATEGIC AMERICAN: Provides Update on Reserve & April Production ----------------------------------------------------------------- Strategic American Oil Corporation has received its Engineering Report from Ralph E. Davis Associates, Inc., a petroleum engineering consulting firm since 1924. The report details the reserve estimates for Strategic American Oil's production interests in Texas and Louisiana as of Dec. 31, 2010. The report estimates net proved reserves of 979,000 barrels of oil and 13 Bcf (billion cubic feet) of natural gas which translates to approximately $75.3 million undiscounted or $54.6 million discounted at 10 percent in net Proved Reserves for Strategic American Oil. Since its acquisition of Galveston Bay Energy, LLC, on Feb. 15, 2011, Strategic American Oil has been continuously working to improve its existing production infrastructure in order to alleviate unplanned downtime and interruptions to production. As a result of this work, the Company has seen virtually uninterrupted production in April from its Galveston Bay properties -- gross production has so far averaged approximately 260 barrels of oil per day and 420 Mcf of gas per day, or 330 barrels of oil equivalent (boe) per day. This is a noteworthy improvement over the previous three months where average bay production was 22% lower. The Company expects production will continue to increase with additional improvements to both existing infrastructure and shut-in wells. Strategic American Oil President and CEO Jeremy G. Driver stated, "In addition to the positive report, we are also extremely pleased with the increase in our daily production which is resulting in increased cash flow and positioning the Company for additional growth. We are continuing our plan of increasing production by improving existing infrastructure and then evaluating existing wells for workover and/or recompletion opportunities. We believe there remains significant upside potential in these fields both from existing wells and future drilling." The Company plans to hold a shareholder conference call in the coming weeks. Once finalized, an announcement will be made with further details on how to participate. About Strategic American Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Going Concern As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Strategic American Oil's ability to continue as a going concern following the Company's results for the fiscal year ended July 31, 2010. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficit. In its Form 10-Q, the Company acknowledged that it had a working capital deficit of $3,362,822 and an accumulated deficit of $13,016,680 as of Jan. 31, 2011. The Company said its ability to continue as a going concern is dependent on raising additional capital to fund ongoing exploration and development and ultimately on generating future profitable operations. The Company's balance sheet at Jan. 31, 2011 showed $1.80 million in total assets, $3.47 million in total liabilities and $1.67 million in total stockholders' deficit. SUFFOLK REGIONAL OTB: Files Plan, Faces Chapter 9 Challenge ----------------------------------------------------------- Suffolk Regional Off-Track Betting Corp., which just filed its plan to emerge from bankruptcy, now faces a challenge to its eligibility for court protection from the horse-racing track that hosts the Kentucky Derby. Frank Angst at Thoroughbred Times reports that Churchill Downs Inc. has objected to the Chapter 9 filing by Suffolk OTB. Churchill said the New York State regional OTB's bankruptcy filing should be dismissed because it needs to first receive state authorization to file for bankruptcy. Churchill is one of the 30 largest unsecured creditors and its owed settlement money for wagers made on Churchill's four tracks at the OTB. The U.S. Bankruptcy Court for the Eastern District of New York will consider the objection at 11 a.m. EDT on May 18, 2011. Hauppauge, New York-based Suffolk Regional Off-Track Betting Corporation, aka Suffolk OTB, filed for Chapter 9 bankruptcy protection (Bankr. E.D. N.Y. Case No. 11-42250) on March 18, 2011. Christopher F. Graham, Esq., at McKenna Long & Aldridge LLP, serves as the Debtor's bankruptcy counsel. The Garden City Group is the notice, claims, and solicitation agent, nunc pro tunc to the Petition Date. The Debtor estimated its assets and debts at $10 million to $50 million. Suffolk OTB said in its bankruptcy petition that it qualified under Chapter 9 and that its board of directors authorized its officers to seek the necessary legislative authorization. SUSTAINABLE ENVIRONMENTAL: Amends Sept. 30 Quarterly Report ----------------------------------------------------------- Sustainable Environment Technologies Corporation filed with the U.S. Securities and Exchange Commission an Amendment No. 1 to its quarterly report for the period ended Sept. 30, 2010. The amendment was filed to account for the beneficial conversion feature on the $2.0 Million Convertible Note Payable to Metropolitan Real Estate LLC and related amortization of the discount. There was no impact on the loss per share for both periods presented. The Company's restated statement of operations reflects a net loss of $599,726 on $646,193 of total revenues for the three months ended Sept. 30, 2010, compared with a net loss of $499,726 on $616,193 of revenue as originally reported. The Company's restated balance sheet at Sept. 30, 2010 showed $3.09 million in total assets, $4.85 million in total liabilities and a $1.75 million total stockholders' deficit, compared with $3.09 million in total assets, $5.15 million in total liabilities and a $2.05 million total stockholders' deficit. A full-text copy of the Quarterly Report, as amended, is available for free at http://is.gd/7afj16 About Sustainable Environmental Upland, Calif.-based Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.) offers water and wastewater treatment engineering and construction services. The Company's balance sheet at Dec. 31, 2010, showed $3.1 million in total assets, $4.5 million in total liabilities, and a stockholders' deficit of $1.4 million. TENNCO FOOD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Tennco Food, Inc. 1001 Belleview St., Suite 408 Dallas, TX 75215 Bankruptcy Case No.: 11-33223 Chapter 11 Petition Date: May 12, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Douglas S. Draper, Esq. HELLER DRAPER HAYDEN PATRICK & HORN, LLC 650 Poydras St., Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 E-mail: ddraper@hellerdraper.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb11-33223.pdf The petition was signed by Curtis E. Ransom, vice president/secretary and shareholder. TEREX CORP: Moody's Affirms B2 Rating; Outlook Changed to Negative ------------------------------------------------------------------ Moody's Investors Service has affirmed Terex Corporation's (Terex) B2 Corporate Family Rating (CFR) and Probability of Default Rating (PDR), but changed the rating outlook to negative from stable. The company's SGL-2 Speculative Grade liquidity Rating was also affirmed. The rating actions follow the company's announcement that it has issued an unsolicited public tender offer for Demag Cranes AG (Demag) for ?41.75 per share (implied equity value of $1.3 billion). As a provider of heavy machinery used in construction and industrial applications, Terex's operating performance has only recently begun to demonstrate recovery from a protracted and deep recessionary environment. The company's credit metrics have been weak for the rating category but the rating has anticipated improvement as the macro-economic environment recovers. Although the proposed acquisition would increase debt, Moody's believes that the company's B2 rating could be sustained if the transaction were to be completed under the terms outlined and if Terex's core businesses continue their recent recovery trend. The affirmation considers the improvement in Terex's performance demonstrated in the first quarter of 2011, and the potential for increased backlog to yield further revenue and earnings growth during 2011. The affirmation also considers the potential earnings contributions from the combination with Demag. The negative outlook recognizes that Terex's unsolicited offer for Demag poses incremental risks for the company in several ways. The offer is contingent on the company receiving at least 51% of the outstanding shares. Yet, because Demag has not supported the offer there is no certainty that the transaction will proceed or whether alternate pricing, terms or conditions could be required to effect a transaction. An additional risk is that Terex could receive tenders for more than its specified 51% of Demag shares, but less than the amount required under German law to effect a domination agreement. Under such a circumstance, Terex would hold a majority, but non controlling interest in Demag and could face a protracted process in reaching agreements with remaining shareholders to achieve a controlling interest. During that time it might not have access to Demag's cash flows to help in servicing any incremental debt incurred to acquire the shares. However, the diminished access to Demag's cash flows could be somewhat mitigated by the additional liquidity that would result from not having purchased 100% of the shares. Such risks are important considerations in view of the fact that Terex's core operations are still in the nascent stages of a turnaround. Terex maintains a good liquidity profile through the combination of over $700 million in cash, and a $550 million revolver with over $500 million in availability. The company also has good room under its covenants and still owns over $300 million of Bucyrus stock that it can monetize. Outlook Actions: Issuer: Terex Corporation -- Outlook, Changed To Negative From Stable Adjustments: Issuer: Terex Corporation -- Senior Secured Bank Credit Facility, Changed to LGD1, 07% from LGD1, 06% -- Senior Unsecured Regular Bond/Debenture, Changed to LGD3, 30% from LGD1, 06% What could take the rating down? The rating may be downgraded if significant risks attendant to the unsolicited offer were to materialize, including a higher offer price that further increases Terex's financial leverage or if an incomplete acceptance of the tender offer results in Terex purchasing a majority of Demag's shares without achieving effective control of the company. The rating would also be subject to downward adjustment if current improving trends were to decelerate or reverse resulting in deterioration of the company's credit metrics, or if the company's liquidity profile were to meaningfully erode. What could cause the rating to stabilize? An improvement in the company's leverage to under 5.5x would be supportive of a stable outlook as would an improvement in its interest coverage metric to 2x. Free cash flow to debt of over 5% would also be supportive of stable ratings. If the contemplated transaction is executed near current levels, and Terex maintains good liquidity, the rating is likely to be sustained. Moody's last rating action on Terex was February 2011 when the rating agency affirmed the company's Corporate Family (CFR) and Probability of Default Ratings at B2 and the company's Speculative Grade Liquidity Rating (SGL) at SGL-2. The principal methodologies used in this rating were Heavy Manufacturing Industry published in November 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Terex Corporation, headquartered in Westport, CT, is a diversified global manufacturer supporting the construction, mining, utility and other end markets. Revenues for 2010 totaled approximately $4.4 billion. TIM BLIXSETH: To Seek Dismissal of Involuntary Case Today --------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Timothy Blixseth will square off in front of the bankruptcy judge in Las Vegas at a May 18 hearing over whether he should be in Chapter 7 involuntarily. Mr. Blixseth filed a motion to dismiss the involuntary petition originally filed against him by three states on April 4. He settled with two states and agreed on the amount of taxes owing, leaving only the state of Montana to pursue the involuntary petition actively. According to Mr. Rochelle, Mr. Blixseth filed his final set of papers last week on the question of whether tax liabilities to the three states are disputed. If the tax claim of even one state is disputed, the bankruptcy court must dismiss the involuntary petition. Montana argued that the settlements, after the filing of the involuntary petition, show there were undisputed taxes owing to California and Utah. Mr. Blixseth, by contract, says that the settlement shows the two states' taxes were indeed disputed when the involuntary petition was filed. As for Montana, Mr. Blixseth continues disputing he owes anything, let alone the $219,000 the state claims. U.S. Bankruptcy Judge Bruce A. Markell will sort out the issues at the May 18 hearing. If Markell dismisses the petition, Mr. Blixseth will ask the judge to impose monetary sanctions on Montana and its lawyers. 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 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 estimated $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 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. TOYS R US DELAWARE: S&P Keeps Rating on $400MM Term Loan at 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services' rating on Toys "R" Us Delaware Inc.'s (a wholly owned subsidiary of Toys "R" Us Inc.) $400 million tranche B-2 term loan due 2018, which the company is re- launching, remains at 'BB-' with a '1' recovery rating, indicating our expectations for very high (90-100%) recovery in the event of a payment default. The issue rating is still on CreditWatch Positive, along with the other ratings on the company. The $400 million tranche B-2 term loan ranks pari passu to the company's $700 million tranche B-1 term loan due 2016 and $350 million senior secured notes due 2016, and benefits from the same collateral and guarantee package. The company intends to use the proceeds from the new $400 million B-2 term loan, along with borrowings from its revolving credit facility, to repay Toys "R" US Inc.'s $500 million unsecured notes due 2011. Toys "R" Us Inc.'s ratings remain on CreditWatch with positive implications. The CreditWatch placement follows the company's S-1 filing, under which it plans to sell up to $800 million in common stock. Ratings List Toys "R" Us Inc. Corporate Credit Rating B/Watch Pos/-- Toys "R" Us Delaware Inc. $400 mil tranche B-2 term loan due 2018 BB-/Watch Pos Recovery Rating 1 TX BLACKHORSE: Secured Creditors to Be Paid Over Time ----------------------------------------------------- TX Blackhorse L.L.P. has filed a disclosure statement describing its Plan of Reorganization. Pursuant to the Plan terms, administrative claims, which are unclassified, will be paid in full on the Effective Date of the Plan. The following classes of claims are impaired under the Plan and creditors holding Claims in these classes are entitled to vote to accept or reject the Plan: 1. Class 2: Allowed Secured Claim of Park Cities Bank, scheduled at $10,855,121 as of the filing date. Park Cities holds a first lien on the Debtor's property. 2. Class 3: Allowed Secured Claim of CWI Investor Holdings Two, L.L.C., scheduled at $2,405,000.00. CWI has a second lien on Debtor's property. Unsecured claims in the amount of $2,500 will be paid in full on the effective date of the Plan. Partnership interests in the Debtor will continue to have the ownership interest in the partnership. They will not receive any distribution, however, until all other creditors are paid in full. The Debtor believes the tract of land to be worth $15,750,000. The Debtor has no other assets. The Debtor will divide its real estate into four roughly equivalent parcels or "Pods." With respect to the Secured Claim of Park Cities Bank under Class 2, within one year from the Consummation Date, Debtor will secure the release of Park Cities' lien on one of the Pods and pay to Park Cities in cash one fourth (1/4) of Park Cities Allowed Secured Claim, plus any accrued interest. Within one year of the first payment to Park Cities for the takedown of the first Pod, Debtor will secure the release of a second Pod and pay Park Cities one quarter (1/4) of its Allowed Secured Claim, plus accrued interest on the outstanding balance at that time, and so on, until Park Cities' claim is paid in full. The Allowed Secured Claim of Park Cities will bear interest at the rate of 6% p.a. on the outstanding balance. The takedown of the first Pod is entirely dependent on the construction and opening of a Simon mall, which is being developed north of Debtor's Real Estate. The Debtor can neither build a road to its real estate nor bring the utilities to the property until the Simon mall developer has reached a certain position in its construction. Simon mall is scheduled to open for business on or before April 30, 2011. CWI will retain its second lien on Debtor's real estate. After the Allowed Secured Claim of Park Cities is paid in full, Debtor will pay to the holder of the Allowed Secured Claim of CWI all of the net proceeds from lot sales from the Debtor's property as those lots are closed until such time as the Class 3 claim is paid in full. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/txblackhorse.DS.pdf About TX Blackhorse Tempe, Arizona-based TX Blackhorse L.L.P., a limited partnership, is the owner of an undeveloped tract of land consisting of approximately 630 acres in Texas City, Galveston County, Texas. The Debtor's general partner is CW LT Management, L.L.C., of Tempe, Arizona, which owns 1% of the Debtor. John Cork, also of Tempe, Arizona, the manager of the general partner, owns 88% of the Debtor as limited partner. Emilie Cork and Nathan Cork own 5% limited partner interests respectively. The Debtor filed for Chapter 11 bankruptcy protection on Dec. 29, 2010 (Bankr. S.D. Tex. Case No. 10-80760). Thomas Baker Greene, III, Esq., at the Law Office of Thomas B. Greene III, in Houston, serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $19,100,280 in assets and $13,262,621 in liabilities as of the petition date. U.S. POSTAL: Warns It Could Become Insolvent -------------------------------------------- Pete Brush at Bankruptcy Law360 reports that the U.S. Postal Service said that it lost $2.2 billion for the quarter that ended March 31, warning of defaults on payments to the government if a law forcing it to prepay into a massive employee health fund isn't changed. As an agency under the executive branch, the post office can't technically go bankrupt, but it has to fund its own operations and could become insolvent. That could create havoc inside the federal government and impact its obligations to pay other agencies, according to Law360. VALLEJO, CA: May Beat Bankruptcy by July, Officials Say ------------------------------------------------------- American Bankruptcy Institute reports that Vallejo, Calif., officials Friday released a "status quo" budget for the next fiscal year, announcing that the troubled city could exit bankruptcy as soon as July. About City of Vallejo Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano County, California in the United States. As of the 2000 census, the city had a total population of 116,760. It is located in the San Francisco Bay Area on the northern shore of San Pablo Bay. It was named for General Mariano Guadalupe Vallejo. Vallejo filed for protection under Chapter 9 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, after it was unable to persuade labor unions to accept salary concessions as the recession began cutting into local government tax collections nationwide. Marc A. Levinson, Esq., and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in Sacramento, California, represent the City. The city estimated $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. According to Vallejo's comprehensive annual report for the year ended June 30, 2007, the city has $983 million in assets and $358 million in debts. VERIFONE INC: Moody's Upgrades CFR to Ba3; Outlook Positive ----------------------------------------------------------- Moody's Investors Service upgraded VeriFone Inc.'s Corporate Family Rating (CFR) to Ba3 from B1 and the ratings for its senior secured credit facilities to Ba1 from Ba2, and changed the ratings outlook to positive from stable. Moody's has taken these rating actions: Issuer: Verifone, Inc. -- Corporate family rating -- Ba3, upgraded from B1 -- Probability-of-default rating -- Ba3, upgraded from B1 -- $25 million ($40 million originally) Senior Secured Revolving Credit Facility due 2012 -- Ba1 (LGD2 - 20%), upgraded from Ba2 (LGD 2 -- 21%) -- $220 million Senior Secured Term Loan due 2013 -- Ba1 (LGD2 - 20%), upgraded from Ba2 (LGD 2 -- 21%) Outlook action: -- Outlook changed to Positive from Stable RATINGS RATIONALE The upgrade reflects a meaningful deleveraging of VeriFone's balance sheet driven by strong operating performance since the end of the global macroeconomic downturn and Moody's belief that the Company should be able to sustain moderate leverage, good operating cash flow levels and strong liquidity over the next 18- to-24 months. VeriFone's Debt-to-EBITDA leverage ratio declined to 3.1x for LTM January 2011 (incorporating Moody's standard analytical adjustments) from over 5.0x during fiscal 2009 and its cash balances continue to grow as a result of its strong free cash flow generation. While Moody's anticipates VeriFone's 20% plus revenue growth rates in recent periods to moderate to the low-teens over the next 12- to-24 months, the Company should continue to experience healthy demand in developed markets for Point of Sale (POS) payment terminals stemming from natural replacement and security upgrade cycles, and expanding products and services, such as security solutions and wireless payment terminals which enable payment transactions in taxi cabs. In emerging markets, where the Company already has good market presence, rapid growth in consumer incomes and increasing usage of credit/debit cards as modes of payment should drive strong demand for VeriFone's payment terminals. Moody's expects that the resulting growth in EBITDA should drive VeriFone's leverage to under 2.5x over the next 12 months. Moody's Analyst Raj Joshi said "Given VeriFone's vastly improved credit profile and its liquid balance sheet Moody's believes that the Company can endure discrete events, such as a temporary weakness in demand, small- to mid-sized acquisitions or share buybacks, and still preserve a moderately levered balance sheet." Moody's notes that the U.S. Department of Justice has challenged VeriFone's proposed acquisition of Hypercom citing anti-trust concerns. The stock-financed acquisition of Hypercom would have a modest deleveraging effect on VeriFone's balance sheet, but more importantly, it would strengthen the Company's position in certain markets in continental Europe and the Middle East. The positive ratings outlook reflects Moody's view that even as a standalone company, VeriFone's credit metrics should continue to strengthen over the next 12 months. In fact, Moody's projections of the Company's credit metrics and profitability over the next 12 months and its already strong market position are reflective of a Ba2 rating. However, Moody's is concerned that in the event that the Hypercom acquisition does not close, the Company could pursue other avenues to enhance shareholder returns which may reverse recent deleveraging trends. Moody's could raise VeriFone's ratings if the Hypercom acquisition closes as currently contemplated and if the rating agency believes that the Company will pursue a stable, conservative financial policy, including Debt-to-EBITDA leverage of less than 2.5x, while generating strong free cash flows through good revenue growth and profitability. Conversely, the rating outlook could revert to stable or the rating could possibly come under pressure if the Hypercom transaction does not close and Moody's believes that VeriFone could pursue aggressive financial and acquisition strategies which result in elevated business risk or weaken the Company's balance sheet. Downward rating pressure could also develop if competitive pressures or technological changes erode VeriFone's market share or profitability, its operating cash flows deteriorate, and the Company is unable to sustain Debt-to-EBITDA below 3.5x. The principal methodology used in rating VeriFone Inc. was the Global Business & Consumer Service Industry Rating Methodology, published October 2010. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Headquartered in San Jose, California, VeriFone is a leading provider of POS payment systems, solutions and services with revenues of $1.06 billion in the twelve months ended January 2011. VIVAKOR INC: Terminates MOU to Merge with Resolution Biomedical --------------------------------------------------------------- Vivakor, Inc., announced that the parties have mutually agreed to terminate their memorandum of understanding to merge Vivikor with Resolution Biomedical, Inc., due primarily to the inability to secure acceptable financing terms. Vivakor continues to seek interested merger and acquisition candidates. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc., is a transdisciplinary research company that develops products in the fields of molecular medicine, electro-optics, biological handling and natural and formulary compounds. The Company's balance sheet at September 30, 2010, showed $2.65 million in total assets, $2.66 million in total liabilities, and a stockholders' deficit of $11,602. As reported in the Troubled Company Reporter on April 9, 2010, McGladrey & Pullen, LLP, in Cedar Rapids, Iowa, expressed substantial doubt about Vivakor, Inc.'s ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company's ability to become a profitable operating company is dependent upon obtaining financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support the Company's cost structure. WATERSCAPE RESORT: Files Plan to Pay Creditors After Hotel Sale --------------------------------------------------------------- Dow Jone's DBR Small Cap reports that the owner and developer of the Cassa NY Hotel and Residences said the $126 million sale of the hotel portion of its midtown Manhattan hotel and condominium project will form the "cornerstone" of the restructuring proposal it put forth in U.S. Bankruptcy Court in Manhattan. About Waterscape Resort Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a Delaware limited liability company formed on or about Jan. 24, 2005. The principal office of the Debtor is at 15 West 34th Street, New York, New York 10001. On July 19, 2005, Waterscape acquired the property, consisting of the three contiguous buildings at 66, 68 and 70 West 45th Street in Manhattan, for the sum of $20 million to develop the property into a 45-storey condominium project including a luxury hotel, a restaurant and luxury residential apartments. The purchase was financed with a $17 million acquisition loan and mortgage from U.S. Bank Association. Construction of the hotel and residential units, given the name Cassa NY Hotel and Residences, commenced in July 2007. By the end of September 2010, the hotel and residential units were completed. The Debtor generates its revenue from guests who stay at the hotel and in the Debtor's residential condominium units, and from sales of unsold residential condominium units. The Debtor's hotel and rental business has produced gross revenues of approximately $17 million to $18 million on an annual basis, and by the end of September 2010, the Debtor had sold five residential apartment units for a total of approximately $12,710,340. The Debtor's Cassa NY Hotel and Residences features 165 hotel rooms, and above the hotel units, 57 residences. The Debtor's restaurant will occupy the first level below ground, but will be visible from the ground floor hotel lobby. The Debtor's restaurant is not yet open for business. The Debtor has for several months been embroiled in litigation with numerous contractors and subcontractors who have asserted alleged mechanics lien claims against the Property totaling approximately $20 million. As of the Petition Date, the Debtor had outstanding approximately $134.4 million of secured loan principal obligations under credit facilities with US Bank and USB Capital Resources, Inc. The debt is secured by liens upon all of the assets of the Debtor, including mortgages on the Debtor's real property, together with liens on all rents, proceeds and cash of the Debtor, pledges of member interests in Waterscape, and guarantees by Waterscape members and other third-party grantors. The Debtor's secured debt was incurred under three separate agreements for: (i) an acquisition and project loan; (ii) a construction loan; and (iii) a mezzanine loan; each of which was made in connection with the acquisition or development of the Debtor's property. Over the last several months, the Debtor engaged in extensive negotiations with the Secured Lenders regarding the parameters of a comprehensive restructuring. The Debtor also engaged in extensive marketing efforts and negotiations to sell its hotel assets to a non-insider buyer. The restructuring discussions between the Debtor and the Secured Lenders reached an impasse, and on March 21, 2011, UBS, the junior of the two Secured Lenders, filed a foreclosure action against the Debtor in the Supreme Court of the State of New York, County of New York. The Debtor then filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11593) on April 5, 2011. The Debtor estimated its assets and debts at $100 million to $500 million. WAVE SYSTEMS: Incurs $2.25 Million Net Loss in 1st Quarter ---------------------------------------------------------- Wave Systems Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $2.25 million on $7.47 million of total net revenues for the three months ended March 31, 2011, compared with a net loss of $764,175 on $5.87 million of total net revenues for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $14.94 million in total assets, $11.85 million in total liabilities and $3.09 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/WWgFOY About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. The Company reported a net loss of $4.12 million on $26.05 million of total net revenues for the year ended Dec. 31, 2010, compared with a net loss of $3.34 million on $18.88 million of total net revenues during the prior year. Wave's independent registered public accounting firm has issued a report dated March 15, 2011, that includes an explanatory paragraph referring to the Company's significant operating losses and substantial doubt about its ability to continue as a going concern. WESLEY ENHANCED: Fitch Downgrades L-T Rating to 'BB' ---------------------------------------------------- Fitch Ratings downgrades to 'BB' from 'BBB-' and withdraws the long-term rating on Wesley Enhanced Living's (WEL) outstanding series 2005A and B variable rate demand bonds issued by Langhorne Manor Higher Education & Health Authority (PA). The rating withdrawal reflects management's decision to stop participating in the rating process. As a result, Fitch no longer has sufficient information to maintain the ratings. Accordingly, Fitch will no longer provide ratings or analytical coverage for WEL. The downgrade to 'BB' from 'BBB-' reflects the decline in WEL's unrestricted cash and investment position to $7.4 million at Dec. 31, 2009 from $16 million at Dec. 31, 2006. As a result, liquidity metrics are no longer consistent with 'BBB' category medians (148.8 days cash on hand and 20.8% cash to debt). Furthermore, all of WEL's debt ($35.4 million) is structured as variable rate variable rate demand bonds, which exposes the organization to put, remarketing and bank renewal risk. In addition, Fitch has withdrawn the 'F1+' short-term rating, which was assigned incorrectly. WESTMORELAND COAL: Incurs $18.7-Mil. First Quarter Net Loss ----------------------------------------------------------- Westmoreland Coal Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $18.73 million on $127.76 million of revenue for the three months ended March 31, 2011, compared with a net loss of $3.74 million on $126.44 million of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $787.99 million in total assets, $961.91 million in total liabilities, and a $173.92 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/hWMMeP About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. The Company reported a net loss of $3.2 million on $506.1 million of revenues for 2010, compared with a net loss of $29.2 million on $443.4 million of revenues for 2009. Operating income was $20.5 million in 2010 compared to a loss of $31.8 million in 2009. * * * As reported in the TCR on March 4, 2011, Standard & Poor's Ratings Services said that it assigned a 'CCC+' corporate credit rating to Colorado Springs, Colorado-based Westmoreland Coal Co. The rating outlook is stable. WOLF MOUNTAIN: ASC Utah Seeks Dismissal of Chapter 11 Filing ------------------------------------------------------------ Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Wolf Mountain Resorts I LC, the previous owner of the Wolf Mountain Ski Resort in Park City, Utah, may not survive long in bankruptcy court. ASC Utah LLC wants the bankruptcy judge in Los Angeles to dismiss the case so it can continue collection of the jury award and pursue a return of the transferred property. A hearing on the dismissal was scheduled for May 17. According to the report, ASC Utah bought the resort from Wolf Mountain in 1997. In a May 13 motion to dismiss the bankruptcy, ASC charged that the "case represents a veritable poster child for bad faith Chapter 11 filings." According to ASC's papers, the sale was structured so ASC leased the underlying real property for 200 years with an option to purchase. ASC and Wolf Mountain began lawsuits against one another in 2006. The result was a $55 million state-court jury verdict against Wolf Mountain in March. In early May, Wolf Mountain allegedly transferred its property to insiders, ASC said in bankruptcy court papers. The state court judge in Utah gave ASC an attachment on the transferred property. The attachment will expire May 19. About Wolf Mountain Resorts Wolf Mountain Resorts, L.C., based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-30162) on May 9, 2011. Judge Peter Carroll presides over the case. Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as bankruptcy counsel. Wolf Mountain Resorts estimated that both its assets and debts measure between $100 million and $500 million. * 60-Day Limit for Direct Appeal is Jurisdictional -------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that the 60-day time limit on filing a motion for direct appeal to the court of appeals is jurisdictional, according to an unsigned opinion on May 13 from the U.S. Court of Appeals in New Orleans. The three-judge panel concluded that 28 Section 158(d)(2)(E), which states that a motion for direct appeal "shall be made not later than 60 days after entry" of the order being appealed, is jurisdictional. In the case Stansbury v. Holloway (In re Holloway), 10-30576, U.S. 5th Circuit Court of Appeals (New Orleans), because an appellant filed a motion for direct appeal more than 60 days after the order on appeal was filed, the Court of Appeals said it lacked jurisdiction. Since there was no jurisdiction, the Court of Appeals said it could not invoke any equitable powers to enlarge the time for filing the motion. * Judge Posner Rules Against IRS on Tax Lien Rent Priority ---------------------------------------------------------- Judge Richard A. Posner ruled in an opinion for the U.S. Court of Appeals in Chicago that the lien of a lender on real estate comes ahead of a tax lien even as to rents paid after the tax lien attached. The case, Bloomfield State Bank v. U.S., 10-3939, 7th U.S. Circuit Court of Appeals (Chicago), involved a mortgage lender whose lien included rents and profits from the property. The Internal Revenue Service claimed that its tax lien came ahead of the lender's mortgage as to rents received after the tax lien was filed. The district court ruled in favor of the IRS. The 7th Circuit reversed the ruling. Judge Posner examined the federal tax lien statute which says that the claim of the IRS is subordinate only to property "in existence" when the tax lien attached. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- June 6, 2011 AMERICAN BANKRUPTCY INSTITUTE Canadian-American Cross-Border Insolvency Symposium Fairmont Royal York, Toronto, Ont. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ ********* 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 ***