/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110527.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 27, 2011, Vol. 15, No. 145 Headlines 5325 SUMMER: Voluntary Chapter 11 Case Summary 5TH AVENUE: Lender OKs Cash Use and DIP Loans Until June 30 ACORN ELSTON: Court Approves Cadwalader Wickersham as Counsel AMBAC FINANCIAL: Says Regulator's AAC Plan Disappointing AMERISTAR CASINOS: S&P Gives 'BB-' CCR; Outlook Stable AMRIT LAL: Files Schedules of Assets & Liabilities AMRIT LAL: Section 341(a) Meeting Scheduled for June 17 ARKANOVA ENERGY: Posts $722,800 Net Loss in March 31 Quarter BANNING LEWIS: Approved for June 28 Auctions for Plan BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors BARNES BAY: Auction Today for Viceroy Anguilla Resort BARNES BAY: Unit Buyers at Anguilla Resort May Use Local Court BAUDELAIRE INC: Case Summary & 20 Largest Unsecured Creditors BERKLINE/BENCHCRAFT: Wins Final Cash-Use Approval BIOFUEL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors BIOPACK ENVIRONMENTAL: Incurs $472,600 First Quarter Net Loss BOCA BRIDGE: Files Schedules of Assets & Liabilities BORDERS GROUP: Wins OK for Replacement LOC With Travelers BORDERS GROUP: Pershing Square Dumps 1.06MM Shares of Stock BORDERS GROUP: $3.4-Mil. in Claims Change Hands in April C&H ARIZONA-STUCKY: Plan Status Hearing Continued to June 22 CAIRO INVESTMENTS: Voluntary Chapter 11 Case Summary CAPITAL INVESTORS: Case Summary & Largest Unsecured Creditor CAPMARK FINANCIAL: US Bancorp, JPMorgan Seeks Disclosure Revision CARIBE MEDIA: Secures Final Cash Use Authorization CARL'S FURNITURE: Files for Chapter 11, Has $1-Mil. Financing CARL'S FURNITURE: Case Summary & Creditors List CASA DI PIZZA: Involuntary Chapter 11 Case Summary CASH AND COMPANY: Case Summary & 18 Largest Unsecured Creditors CATHOLIC CHURCH: Milw. Wins OK to Modify CBA for Cemetery Staff CATHOLIC CHURCH: Milw. Has Deal for Confidentiality of Documents CBD DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors CASA DI PIZZA: Involuntary Chapter 11 Case Summary CENTRAL ENERGY: Reports $188,000 First Quarter Net Income CENTRAL TEXAS: S&P Gives 'BB+' Long-term Rating to $80MM Bonds CHEMTURA CORP: Moody's Assigns Definitive Ratings; Outlook Stable CHRISTIAN LIFE: Case Summary & Largest Unsecured Creditor COLONIAL BANCGROUP: Says Plan Now Fixed for Confirmation CONSTELLATION BRANDS: S&P Raises CCR to 'BB+' on Debt Reduction CONSTITUTION HOLDING: Case Summary & Creditors List CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary CONTINENTAL COMMON: Wants Lease Assumption to Effect with Plan CORUS BANKSHARES: Files Amended Chapter 11 Plan COUNTRYVIEW MHC: Has Okay to Use BofA Cash Collateral Until May 31 CREDIT ONE: Posts $78,800 First Quarter Net Loss DANA CORP: 6th Circ. Revives Fraud Action vs. Former Executives DHC REALTY: Case Summary & 20 Largest Unsecured Creditors D.J. CHRISTIE: Case Summary & 3 Largest Unsecured Creditors DLGC II: Files Schedules of Assets & Liabilities DNA, LLC: Case Summary & Largest Unsecured Creditor DOCUTEK IMAGING: Case Summary & 20 Largest Unsecured Creditors DRYSHIPS INC: Announces Increased Backlog for Ocean Rig UDW Inc. DUQUESNE LIGHT: Moody's Assigns Ba1 Rating to Sr. Unsec. Notes EL PASO: Fitch Affirms Issuer Default Rating at 'BB+' EVANS OIL: Wants to Assume or Reject Property Leases Until July 29 FALCON MOTOR: Case Summary & 18 Largest Unsecured Creditors FILENE'S BASEMENT: Syms Corp. Explores Options, Including Sale FIRST NATIONAL: Court Authorizes Cash Collateral Use Until May 31 FOUR LIONS: Court Drops Case; Lender Plea for Conversion Denied FRAZER/EXTON: Case Summary & 12 Largest Unsecured Creditors FREESCALE SEMICONDUCTOR: Debt Burden Negatively Impacts IPO GABLES SQUARE: Case Summary & 4 Largest Unsecured Creditors GEOS COMMUNICATIONS: Incurs $2.49-Mil. First Quarter Net Loss GINDANNA CORP: Voluntary Chapter 11 Case Summary GLOBAL CROSSING: Moody's Concludes Review; Confirms All Ratings GRAPEVINE INDUSTRIAL: Moody's Cuts Sr. Sec. Debt Rating to 'Ba2' GRAYMARK HEALTHCARE: Posts $1.9 Million Net Loss in Q1 2011 GREAT ATLANTIC: Wants Lease Decision Period Beyond July 10 H & R GRENVILLE: Case Summary & Creditors Lists HAMILTON CROSSING: Case Summary & 20 Largest Unsecured Creditors HARRY & DAVID: Court OKs Lowenstein as Committee Counsel HCA INC: Moody's Upgrades CFR to B1; Outlook to Stable HEARUSA INC: CRO Hiring Approved on Interim Basis HEARUSA INC: Has Interim OK to Hire Berger Singerman as Counsel HEARUSA INC: Taps Trustee Services Inc. as Claims Agent HENRY COUNTY BANCSHARES: Incurs $870,000 1st Quarter Net Loss HFR INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors HIGHVIEW POINT: Consenting to Dismissal of Chapter 11 HSRE-CDS I: Hires DLA Piper as Bankruptcy Counsel IA GLOBAL: Amends Credit Transaction with Ascendiant Capital INTERNATIONAL GARDEN: Inks Deal With Panel to Resolve Disputes J & Y FAMILY: Case Summary & 10 Largest Unsecured Creditors JEFONICO HOLDINGS: Case Summary & Largest Unsecured Creditor KORE ENTERTAINMENT: Voluntary Chapter 11 Case Summary KURRANT MOBILE: Board OKs Designation of 1MM Series A Pref. Stock LACK'S STORES: Has Until Aug. 15 to Propose Chapter 11 Plan LACK'S STORES: Has Until Sept. 12 to Decide on Intercompany Leases LAX ROYAL: Wants Lease Decision Period Extended Beyond May 19 LEGENDS GAMING: Moody's Lowers Corporate Family Rating to 'Caa2' LEVEL 3: S&P Rates Unit's Senior Unsecured Notes at 'CCC LEVELLAND/HOCKLEY: Taps 9-Members Creditors' Panel LIMADI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors LITTLE ROCK: Case Summary & 20 Largest Unsecured Creditors LKQ CORP: S&P Raises CCR to 'BB+; Outlook Stable LONGVIEW POWER: S&P Gives 'B+' Rating to $590MM Term Loan LTAP US: Bankruptcy Dismissed, New Filing Prohibited MAIN STREET: Voluntary Chapter 11 Case Summary MANUKA LLC: Voluntary Chapter 11 Case Summary MARKETING WORLDWIDE: Posts $1.1 Million Net Loss in March 31 Qtr. MERCANTILE BANCORP: Reports $954,000 Net Income in Q1 2011 MESA AIR: Signs Post-Effective Date Settlement With Bexar County MESA AIR: Reaches Deal With Travis County on Tax Claims MESA AIR: Pachulski Seeks $7.1-Million in Fees MID-COUNTY MATERIALS: Voluntary Chapter 11 Case Summary MILACRON HOLDINGS: S&P Gives 'B' CCR; Outlook Stable NATIONAL CENTURY: VI/XII Trust Files First Quarter Report NATIONAL CENTURY: UAT Trust Files First Quarter Report NCH SCHERERVILLE: Case Summary & 4 Largest Unsecured Creditors NEC HOLDINGS: Ace American Wants Arbitration on Cash Collateral NEPHROS INC: Posts $707,000 Net Loss in March 31 Quarter NET ELEMENT: Incurs $20.3-Mil. Net Loss in March 31 Quarter NEW GENERATION BIOFUELS: Posts $2.3 Million Net Loss in Q1 2011 NEXAIRA WIRELESS: Inks $300,000 Bridge Loan Pact with Centurion NICHOLAS HOMES: Case Summary & 20 Largest Unsecured Creditors NORTEL NETWORKS: Gets Court Nod to Enter into tw telecom Pact NORTEL NETWORKS: Gets Court Nod to Sell Texas Campus for $43MM NORTEL NETWORKS: Proposes Allocation Protocol for $3.7BB Proceeds NORTEL NETWORKS: Completes $43 Mil. Sale With Pillar Commercial NORTH AMERICAN: Obtains Court Approval of Bank Lenders Settlement NORTH MIA: Case Summary & 8 Largest Unsecured Creditors ONE RENAISSANCE: U.S. Trustee Unable to Form Committee PAC BEACON: Fitch Downgrades Class III Revenue Bonds to 'BB' PARK SAHARA: Case Summary & 6 Largest Unsecured Creditors PAYMENT DATA: Incurs $144,000 Net Loss in First Quarter PJ FINANCE: Wants Cash Use; Lender Wants Dismissal POSITRON CORP: Incurs $735,000 Net Loss in First Quarter POWER EFFICIENCY: Incurs $302,312 Net Loss in March 31 Quarter PRIMEDIA INC: S&P Revises Watch Implications on 'B' CCR to Neg. PROVISION HOLDING: Enters Into Location Agreement with Rite Aid PROVISION HOLDING: Delays Filing of Quarterly Report on Form 10-Q RADIANT OIL: Delays Filing of First Quarter Form 10-Q REALMEX RESTAURANTS: Anthony DiLucente Resigns from Board RG COLLING: Case Summary & 3 Largest Unsecured Creditors RIVER HAWK: Case Summary & 20 Largest Unsecured Creditors RUBBER WHOLESALERS: Case Summary & 20 Largest Unsecured Creditors SANTA CLARITA: Case Summary & 6 Largest Unsecured Creditors SCI REAL ESTATE: U.S. Trustee Forms Creditors Committee SEAHAWK DRILLING: Proposed Disclosure Statement Not Yet Approved SECURESOLUTIONS, LLC: Case Summary & Creditors List SHAHR, LLC: Voluntary Chapter 11 Case Summary SIGG SWITZERLAND: Case Summary & 20 Largest Unsecured Creditors SKINNY NUTRITIONAL: Incurs $869,000 First Quarter Net Loss SOLO CUP: Moody's Revises Outlook to Stable, Affirms B3 CFR SPECIALTY TRUST: Wants to Accept Deeds in Lieu of Foreclosure SPECIALTY PRODUCTS: Plan Filing Period Extended Sept. 30 SPECTO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors STAR READY: Case Summary & 20 Largest Unsecured Creditors STATION CASINOS: May Transfer Aliante Casino to Lenders STONE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors SURGICAL CARE: Moody's Assigns 'Ba3' Rating to New Term Loan SURGICAL CARE: S&P Assigns 'B' Issue-Level Rating SW BOSTON HOTEL: Sells for $89.5 Million, No Auction TAIPAN PROPERTY: Voluntary Chapter 11 Case Summary TAWK DEVELOPMENT: Has Until May 31 to Propose Reorganization Plan TEAM NATION: Incurs $122,800 First Quarter Net Loss TECH ELECTRIC: Case Summary & 20 Largest Unsecured Creditors TONGJI HEALTHCARE: Reports $61,300 First Quarter Net Income TOUSA INC: Scores Almost Complete Insurance Policy Victory TRANSAX INTERNATIONAL: Incurs $177,902 Net Loss in 1st Quarter TREY RESOURCES: Reports $465,653 Net Income in First Quarter TRIBUNE CO: D&Os Still Oppose Competing Plans TRIBUNE CO: Labor Dept. Opposes Debtor's Plan TRIBUNE CO: Addresses Plan Confirmation Objections TRIBUNE CO: Noteholders Address Plan Confirmation Objections TUBO DE PASTEJE: Creditors May File Chapter 11 Plan After June 8 ULTIMATE ESCAPES: Has Until July 18 to Propose Chapter 11 Plan UNILAVA CORPORATION: Incurs $425,800 First Quarter UNIVERSAL BIONERGY: Authorized Common Shares Hiked to 1 Billion UNIVERSITY PLACE: Case Summary & 6 Largest Unsecured Creditors UPSTREAM WORLDWIDE: Incurs $1.70 Million First Quarter Net Loss WASHINGTON LOOP: Section 341(a) Meeting Rescheduled for June 23 WESTERN HOST: Case Summary & 18 Largest Unsecured Creditors WHITELAND VILLAGE: Case Summary & 6 Largest Unsecured Creditors WIKILOAN, INC: Authorized Common Shares Hiked to 750 Million XANDER ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors ZAIS INVESTMENT: Section 341(a) Meeting Scheduled for June 2 ZAIS INVESTMENT: Taps Wollmuth Maher as General Bankruptcy Counsel * Banks Face $17 Billion in Suits Over Foreclosures * BOOK REVIEW: Performance Evaluation of Hedge Funds ********* 5325 SUMMER: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: 5325 Summer Ave. Properties, LLC 6211 Shelby Oaks, Suite 103 Memphis, TN 38134 Bankruptcy Case No.: 11-25219 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Western District of Tennessee (Memphis) Judge: Paulette J. Delk Debtor's Counsel: P. Preston Wilson, Esq. GOTTEN, WILSON, SAVORY & BEARD PLLC 88 Union Avenue, 14th Floor Memphis, TN 38103 Tel: (901) 523-1110 Fax: (901) 523-1139 E-mail: ppwgwsb@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by D. Curtis Wegener, managing member. 5TH AVENUE: Lender OKs Cash Use and DIP Loans Until June 30 ----------------------------------------------------------- 5th Avenue Partners LLC, asks the U.S. Bankruptcy Court for the Central District of California to approve a stipulation modifying terms and conditions of (i) the Debtor's use of cash collateral; and (ii) debtor-in-possession financing, between the Debtor and WestLB AG, New York Branch. The material terms of the stipulation are: 1. The Debtor is authorized to use the cash collateral of WestLB until June 30, 2011. 2. The maturity date of the DIP financing is extended until June 30. 3. The carve out is modified to increase the carve out granted by WestLB in favor of Winthrop Couchot Professional Corporation for all attorneys' fees and expenses from $250,000 to $500,000. All other carve-out amounts will remain the same. 4. Winthrop and counsel for the Official Committee of Unsecured Creditors will file monthly fee statements. The Debtor relates that the approval of the stipulation is imperative to avoid default under the DIP Facility. About 5th Avenue Newport Beach, California-based 5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667) on June 25, 2010. Marc J. Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach, California, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in total assets and $50 million to $100 million in total debts as of the Petition Date. Peter C. Anderson, the U.S. Trustee for Region 16, appointed nine members to the Official Committee of Unsecured Creditors in 5th Avenue Partners' Chapter 11 case. The Committee tapped Baker & McKenzie LLP as counsel, nunc pro tunc to July 23, 2010. ACORN ELSTON: Court Approves Cadwalader Wickersham as Counsel ------------------------------------------------------------- Acorn Elston LLC sought and obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Cadwalader, Wickersham & Taft LLP as counsel nunc pro tunc to April 19, 2011. Cadwalader has agreed to, among other things: (a) advise the Debtor of its rights, powers, and duties as a debtor and debtor in possession; (b) prepare on behalf of the Debtor all necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules, and other documents, and review all financial and other reports to be filed in the Debtor's chapter 11 case; (c) advise the Debtor concerning, and prepare responses to, applications, motions, other pleadings, notices, and other papers that may be filed and served in the Debtor's chapter 11 case; and (d) advise the Debtor concerning actions that it might take to collect and recover property for the benefit of its estate. The Debtors will pay Cadwalader based on its customary hourly rates and will reimburse the firm actual, necessary expenses and other charges incurred. The hourly rates of Cadwalader personnel are: Partners $675 - $995 Counsels $695 - $995 Associates $360 - $690 Legal Assistants $175 - $275 John J. Rapisardi, a partner Cadwalader, Wickersham & Taft LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Acorn Elston Acorn Elston, LLC, owns the real property, together with the improvements situated thereon, known as Elston Plaza Shopping Center, a grocery-anchored retail shopping center in Chicago, Illinois. On May 15, 2009, a court appointed C. Michelle Panovich as receiver with respect to lender Road Bay Investments, LLC's collateral. Acorn Elston filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-14807) on Sept. 11, 2010. The Debtor disclosed $21.92 million in assets and $16.49 million in liabilities as of the Chapter 11 filing. The Debtor tapped Kasowitz Benson Torres & Friedman as counsel for its Chapter 11 case. The firm later withdrew as counsel, and the withdrawal was authorized by the U.S. Bankruptcy Court for the Southern District of New York in an order dated April 8, 2011. AMBAC FINANCIAL: Says Regulator's AAC Plan Disappointing -------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that Ambac Financial Group Inc. on Wednesday voiced disappointment in New York bankruptcy court with a recent offer from the Wisconsin regulator overseeing its bankrupt bond insurance business but said the dispute won't change plans to file a reorganization plan in June. In a hearing, Ambac attorney Peter Ivanick of Dewey & LeBoeuf LLP said the Wisconsin's Office of the Commissioner of Insurance's latest outline of a proposed agreement that would resolve disputes between Ambac and the OCI-administered Ambac Assurance Corp. was disappointing, Law360 says. 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. AMERISTAR CASINOS: S&P Gives 'BB-' CCR; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services assigned Las Vegas-based Ameristar Casinos Inc.'s $1.4 billion senior secured credit facility our 'BB+' issue-level rating (two notches higher than S&P's 'BB-' corporate credit rating on the company). "We also assigned this debt a recovery rating of '1', indicating our expectation of very high (90%-100%) recovery for lenders in the event of a default. The new credit facility comprises a $500 million revolving credit facility due 2016, a $200 million term loan A due 2016, and a $700 million term loan B due 2018," S&P said. "We also assigned the company's 7.50% senior notes due 2021 our issue-level rating of 'B+' (one notch lower than our 'BB-' corporate credit rating). We assigned this debt a recovery rating of '5', indicating our expectation of modest (10% to 30%) recovery for noteholders in the event of a default. Our ratings assignment follows the closing of the company's new credit facility and our review of final documentation," S&P stated. The company used the proceeds from the new credit facility and notes issuance to fund $457.6 million in share repurchases from the Estate of Craig H. Nielsen, to repay its previous credit facility, and to finance a cash tender offer for its outstanding $650 million 9.25% senior notes due 2014 (approximately $649.5 million was tendered). The corporate credit rating on Ameristar remains unchanged at 'BB- '. The rating outlook is stable. "The 'BB-' rating reflects Ameristar's high levels of competition in many of its markets, generally weak operating conditions in the U.S. gaming industry due to the pullback in consumer spending, and high debt leverage," said Standard & Poor's credit analyst Melissa Long. The company's relatively diversified portfolio of gaming operations, leading market share in several of its markets, and S&P's expectation of relatively stable cash flow generation over the intermediate term temper these weaknesses. AMRIT LAL: Files Schedules of Assets & Liabilities -------------------------------------------------- Amrit Lal and Jai Pal, as general partners, filed with U.S. Bankruptcy Court for Eastern District of Virginia, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------- ----------- A. Real Property $300,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding $973,592 Secured Claims E. Creditors Holding $0 Unsecured Priority Claims F. Creditors Holding $14,000 Unsecured Non-priority Claims ----------- ----------- TOTAL $300,000 $987,592 On Nov. 29, 2010, Amrit Lal filed an involuntary Chapter 11 petition (Bankr. E.D. Va. Case No. 10-19964) against Amrit Lal and Jai Pal, as general partners. John P. Forest, II, Esq., in Fairfax, Virginia, represents the Petitioners. AMRIT LAL: Section 341(a) Meeting Scheduled for June 17 ------------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of Amrit Lal and Jai Pal's creditors on June 17, 2011, at 11:00 a.m., at 115 South Union Street, Suite 208, Alexandria, in Virginia. 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. On Nov. 29, 2010, Amrit Lal filed an involuntary Chapter 11 petition (Bankr. E.D. Va. Case No. 10-19964) against Amrit Lal and Jai Pal, as general partners. John P. Forest, II, Esq., in Fairfax, Virginia, represents the Petitioners. ARKANOVA ENERGY: Posts $722,800 Net Loss in March 31 Quarter ------------------------------------------------------------ Arkanova Energy Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $722,845 on $377,151 of revenue for the three months ended March 31, 2011, compared with a net loss of $646,825 on $269,076 of revenue for the same period of the previous fiscal year. The Company's balance sheet at March 31, 2011, showed $2.0 million in total assets, $13.5 million in total liabilities, and a stockholders' deficit of $11.5 million. As reported in the Troubled Company Reporter on Jan. 17, 2011, MaloneBailey, LLP, in Houston, expressed substantial doubt about Arkanova Energy's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has incurred losses since inception. A full-text copy of the Form 10-Q is available for free at: http://is.gd/4R25xm About Arkanova Energy The Woodlands, Tex.-based Arkanova Energy Corporation is currently participating in oil and gas exploration activities in Arkansas, Colorado and Montana. All of Arkanova's oil and gas properties are located in the United States. BANNING LEWIS: Approved for June 28 Auctions for Plan ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Banning Lewis Ranch received approval from the bankruptcy judge on May 23 to sell the project in two auctions, both on June 28. Preliminary bids are due June 23. The hearing for approval of the sales is set for June 29. The company filed a Chapter 11 plan this month to encompass the auction sales that will determine who will sponsor a reorganization. Mr. Rochelle relates that the parent company's assets presumably will be purchased in return for forgiveness of financing for the Chapter 11 case and assumption of a modified term loan with KeyBank NA. The intended purchasers are Greenfield BLR Finance Partners LP and DBL Investors LLC. The bankruptcy judge required filing a definitive purchase agreement by May 27. 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. BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Barclay Business, LLC dba The Barclay 2104 Shadowbrook Drive Wall, NJ 07719 Bankruptcy Case No.: 11-25957 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: Allen I. Gorski, Esq. TEICH GROH 691 State Highway 33 Trenton, NJ 08619-4407 Tel: (609) 890-1500 E-mail: agorski@teichgroh.com Scheduled Assets: $309,500 Scheduled Debts: $5,780,548 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/njb11-25957.pdf The petition was signed by Stephen Vita, managing member. BARNES BAY: Auction Today for Viceroy Anguilla Resort ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Barnes Bay Development Ltd., et al., to auction off the Viceroy Anguilla Resort & Residences on the island of Anguilla. The Debtors scheduled an auction on July 27, 2011, beginning at 10:00 a.m. (prevailing Eastern Time), at the offices of Keithley Lakes & Associates, The Law Building, P.O. Box 14, The Valley, Anguilla, B.W.I. According to the court order, the debtor-in-possession lender is also permitted to credit bid. An affiliate of Starwood Capital Group LLC, the secured lender owed $370 million prepetition, has provided the Debtor $5 million of DIP financing. The Official Committee of Unsecured Creditors has opposed the proposed sale process, saying that the open public auction is designed to deliver the resort to Starwood, free and clear of claims from those who put up more than $50 million in deposits to buy luxury residences that weren't ready in time. Creditors also sought changes in the bid rules that allow them to challenge Starwood's right to credit bid, or bid with debt instead of cash. The hearing on the approval of the sale will take place in connection with the hearing on the confirmation of the Debtors' confirmation of their proposed plan of reorganization at a date to be determined. About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd., owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Debtor disclosed $3,331,282 in assets and $481,840,435 in liabilities as of the Chapter 11 filing. Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy counsel, and Keithley Lake & Associates is the Debtors' special Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. The U.S. Trustee appointed five members to the official committee of unsecured creditors in the Debtors' cases. Brown Rudnick LLP serves as the Committee's co-counsel, and Womble Carlyle Sandridge & Rice, PLLC, as its Delaware co-counsel. C.R. Hodge & Associates is the Committee's foreign counsel. FTI Consulting, Inc., serves as the Committee's financial advisors. BARNES BAY: Unit Buyers at Anguilla Resort May Use Local Court -------------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg news, reports that the bankruptcy reorganization of the Viceroy Anguilla Resort and Residences on the island of Anguilla in the British West Indies is an example of the difficulties that arise when a U.S. court is selling property in another country. Last week, Mr. Rochelle says that the U.S. Bankruptcy Court in Delaware authorized can auction for the project to be held in Anguilla on July 27. Four purchasers of units at the resort objected, saying the U.S. court has no right to override prior rulings by a court in Anguilla. A buyer named RJR Viceroy Ltd. explained how it was the beneficiary of a consent order from the High Court of Anguilla prohibiting the sale of a specific unit until the prospective buyer was repaid its $2 million deposit, according to Mr. Rochelle. Mr. Rochelle says that to solve the problem for the interim, U.S. Bankruptcy Judge Peter J. Walsh signed an order on May 24 allowing four unit purchasers "to pursue whatever rights they believe they have in their respective units in the Anguillan court." Mr. Rochelle discloses that down the road, it will be interesting to observe how the buyer at the auction deals with the question of whether it's really buying the four units, and if so, with what strings attached. About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd., owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Debtor disclosed $3,331,282 in assets and $481,840,435 in liabilities as of the Chapter 11 filing. Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy counsel, and Keithley Lake & Associates is the Debtors' special Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. The U.S. Trustee appointed five members to the official committee of unsecured creditors in the Debtors' cases. Brown Rudnick LLP serves as the Committee's co-counsel, and Womble Carlyle Sandridge & Rice, PLLC, as its Delaware co-counsel. C.R. Hodge & Associates is the Committee's foreign counsel. FTI Consulting, Inc., serves as the Committee's financial advisors. BAUDELAIRE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Baudelaire, Inc. P.O. Box 10116 Swanzey, NH 03446 Bankruptcy Case No.: 11-12003 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court District of New Hampshire (Manchester) Judge: J. Michael Deasy Debtor's Counsel: Jennifer Rood, Esq. BERNSTEIN SHUR 670 N. Commercial St., Ste 108 P.O. Box 1120 Manchester, NH 03105-1120 Tel: (603) 623-8700 Fax: (603) 623-7775 E-mail: jrood@bernsteinshur.com Estimated Assets: $100,001 to $500,000 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/nhb11-12003.pdf The petition was signed by Joe M. Marks, president. BERKLINE/BENCHCRAFT: Wins Final Cash-Use Approval ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Berkline/BenchCraft Holdings LLC was given final approval yesterday to use cash representing collateral for the secured lenders. The creditors' committee was given a budget of $50,000 to investigate the validity of secured claims. The lenders won the right, should there be a sale, to pay for the assets using secured debt rather than cash. Liquidator Hilco Merchant Resources LLC was already given authority to sell the inventory. About Berkline/Benchcraft Berkline/BenchCraft Holdings LLC, along with five subsidiaries, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-11369) so the couch maker that specializes in home theaters can liquidate. Berkline/Benchcraft is a unit of turnaround specialist Sun Capital Partners Inc. Until their decision to liquidate, the Debtors, with their "Berkline" and "Benchcraft" brands, held a number five market share and had a growing presence in home theater seating including reclining sofas, love seats, and sectionals. In February, Berkline hired FTI Consulting Inc. to help it restructure and find a buyer. When Berkline was unable to sell itself, the Company decided to liquidate and file for bankruptcy. Berkline has a $140 million second-lien loan that is mostly owed to its parent, SCSF Furniture LLC, which isn't in bankruptcy. A total of $15 million is owed on a first lien term loan and revolver from lenders led by Wells Fargo Capital Finance, LLC, as administrative agent. The Debtors also owe $12.5 million under unsecured subordinated notes. Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtors in the Chapter 11 case. Attorneys at Morgan, Lewis & Bockius LLP serve as co-counsel. FTI Consulting is the advisor. Epiq Bankruptcy Solutions is the claims and notice agent. BIOFUEL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Biofuel Industries Group, LLC aka Nextheat Nextdiesel Biodiesel Nextdiesel Adrian Biofuels Michigan Biofuel Industries Group International Biofuel Industries Group National Biofuel Industries Group Biofuel Industries Group of Michigan National Biodiesel Industries Group Biodiesel Industries Group of Michigan Michigan Biodiesel Industries Group International Biodiesel Industries Group 3600 Northwestern Highway, Suite 400 Farmington Hills, MI 48334 Bankruptcy Case No.: 11-54601 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Christopher A. Grosman, Esq. CARSON FISCHER, P.L.C. 4111 Andover West, Second Floor Bloomfield Hills, MI 48302-1924 Tel: (248) 644-4840 E-mail: BRCY@CarsonFischer.com Estimated Assets: $1,000,001 to $10,000,000 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/mieb11-54601.pdf The petition was signed by Terry J. Nosan, authorized manager. BIOPACK ENVIRONMENTAL: Incurs $472,600 First Quarter Net Loss ------------------------------------------------------------- Biopack Environmental Solutions Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss $472,596 on $3,594 of revenue for the three months ended March 31, 2011, compared with net profit of $28,966 on $68,639 of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $959,834 in total assets, $3.45 million in total liabilities and a $2.49 million total stockholders' deficit. Going Concern As reported by the TCR on April 26, 2011, Wong Lam Leung & Kwok C.P.A. Limited, in Hong Kong, expressed substantial doubt about Biopack Environmental's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $2.4 million for the year ended Dec. 31, 2010, and had an accumulated deficit of $7.3 million and a working capital deficit of $2.2 million as of Dec. 31, 2010. In the Form 10-Q, the Company noted that it had a loss for the three month period ended March 31, 2011, of $472,596 and, on March 31, 2011, it had an accumulated deficit of $7,749,519 and a working capital deficit of $2,287,474. These conditions raise substantial doubt as to the Company's ability to continue as a going concern, according to the quarterly report. The Company said that its future is dependent upon its attaining profitable operations and raising the capital it will require in order to achieve profitable operations through the issuance of equity securities, borrowings or a combination thereof. A full-text copy of the Form 10-Q is available for free at: http://is.gd/up3Q9Q About Biopack Environmental Kowloon, Hong Kong-based Biopack Environmental Solutions Inc. develops, manufactures, distributes and markets bio-degradable food containers and disposable industrial packaging for consumer products. The Company supplies its biodegradable food containers and industrial packaging products to multinational corporations, supermarket chains and restaurants located across North America, Europe and Asia. The Company has a factory in Jiangmen City in the People's Republic of China. The Company reported a net loss of $2.4 million on $364,417 of revenue for 2010, compared with net income of $867,547 on $921,281 of revenue for 2009. BOCA BRIDGE: Files Schedules of Assets & Liabilities ---------------------------------------------------- Boca Bridge LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $9,544,279 B. Personal Property 742,057 C. Property Claimed as Exempt D. Creditors Holding $8,303,919 Secured Claims E. Creditors Holding $28,003 Unsecured Priority Claims F. Creditors Holding $3,518,137 Unsecured Non-priority Claims ----------- ----------- TOTAL $10,286,336 $11,850,060 In August 2010, 10 creditors owed $69,400 filed an involuntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) against Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel. In November, the bankruptcy judge entered ruling placing the Boca Bridge LLC into Chapter 11. BORDERS GROUP: Wins OK for Replacement LOC With Travelers --------------------------------------------------------- Borders Group and The Travelers Indemnity Company and its affiliates received approval from the bankruptcy court of a stipulation, which provides for a replacement of a letter of credit issued Sept. 19, 2002. Travelers Indemnity provided certain workers' compensation and automobile coverage to the Debtors for the period from February 1, 1995 to February 1, 2001. The Debtors have continuing payment obligations under the Policies and the Debtors and Travelers Indemnity entered into corresponding agreement letters, which prescribe calculation and payment of premium and reimbursement obligations. As required under the Insurance Program, Travelers Indemnity is the beneficiary of an irrevocable letter of credit issued by Bank of America N.A. on September 19, 2002, currently in the amount of $1,400,000, which supports the Debtors' obligation to Travelers in connection with the Insurance Program. Travelers Indemnity is also holding $26,466 in escrow deposits as additional collateral for the Debtors' obligations under the Insurance Program. The Current LoC expires on June 21, 2011. The Current LOC contains an "evergreen" renewal provision, which provides for the automatic renewal of the Current LoC on an annual basis, provided that a written notice of non-renewal has not been issued by BofA to Travelers Indemnity. In February 2011, BofA sent written notice to Travelers Indemnity that the Current LOC would not be renewed beyond the Expiration Date. As a result, Travelers Indemnity has the right to draw down on the Current LoC and hold the proceeds to support the Debtors' obligations to Travelers Indemnity under the Insurance Program until the time as Travelers Indemnity determines the obligations, if any, have been satisfied. The Debtors wish to avoid a draw by Travelers Indemnity under the Current LoC and have sought that Travelers Indemnity agree to accept a replacement letter of credit on substantially the same terms as the Current LoC to be issued in accordance with the DIP Agreement by a LoC Issuer. Travelers Indemnity has agreed not to commence the process to draw on the Current LoC, provided that it receives, on or before June 6, 2011, (i) written notice of entry of a final order by the Court approving the parties' stipulation; and (ii) a Replacement LoC, in form and substance satisfactory to Travelers Indemnity. The Debtors contend that the Replacement LoC is authorized under the DIP Agreement. The Debtors also state that General Electric Capital Corp., as working capital agent under the DIP Agreement, does not object to approval of the Parties' Stipulation. The Parties specifically stipulate that: (1) The Debtors are authorized to seek issuance of the Replacement LoC; (2) The Replacement LoC will replace the Current LoC and back the Debtors' obligations to Travelers under the Insurance Program; (3) The Insurance Program will remain the valid and binding obligation of the Debtors and Travelers Indemnity in accordance with its terms with respect to obligations with dates of loss during the Policy Period; and (4) It is appropriate and acceptable for Travelers Indemnity to accept the Replacement LoC as substitute collateral to back the Debtors' obligations under the Insurance Program. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Pershing Square Dumps 1.06MM Shares of Stock ----------------------------------------------------------- Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reports that William Ackman's Pershing Square Capital Management, which had economic exposure to more than 40% of Borders Group Inc.'s stock, said in regulatory filings that it has shed about 1.06 million of the 40.9 million Borders shares and warrants in which it has an interest. DBR says the shares represent barely more than 1% of Borders's outstanding shares and warrants and are in the form of total- return swaps, arrangements whereby an investor gets all the economic benefit above a certain share price at a certain future date, or owes any shortfall below that price, plus interest, to the counterparty. According to DBR, filings show that for the 1.06 million shares, Pershing Square's counterparty was Citigroup Inc. DBR relates a person familiar with the structure of these transactions said Pershing Square settled its balance on the swaps on a daily basis. The two sides originally agreed in January 2008 for Pershing Square to pay any negative performance under $9.99, a price Borders shares haven't hit since February 2008. Citigroup declined to comment. According to DBR, Pershing's roughly $10 million loss is on top of swap agreements on more than 3 million other shares that Pershing still has outstanding with other parties, including UBS AG and BNP Paribas SA. Pershing is more than $170 million underwater on its 10.6 million common shares of Borders, on which it paid an average price of about $16.50. Borders shares, which are most likely to be wiped out if and when the company emerges from bankruptcy, traded at about 21 cents on the over-the-counter Pink Sheets in the third week of May 2011. According to DBR, factoring in the other, still-unexpired swap agreements as well as warrants that will probably be worth nothing, Pershing Square's total loss in Borders will likely be around $200 million, although the firm has already realized most of those losses. DBR relates Pershing Square declined to comment on its counterparties or whether it was forced to cancel the transaction. Form 4 Filing In a May 18, 2011, Form 4 filing with the U.S. Securities and Exchange Commission, Pershing Square Capital Management, L.P., 10% owner of Borders Group, Inc., disclosed that it disposed of three cash-settled total return swaps: * The First Swap was for 438,723 shares of Borders common stock for the account of Pershing Square, L.P. (PSI). * The Second Swap was for 619,419 shares of Borders common stock for the account of Pershing Square International, Ltd. (PSIL). * The Third Swap was for 6,021 shares of Borders common stock for the account of Pershing Square II, L.P. (PSII). The Swaps were entered into by Pershing Capital Square, for the accounts of certain Pershing entities, with a broker-deal counterparty. They were entered on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) each Pershing entity was obligated to pay to the counterparty any negative price performance under $9.99 for each of the notional BGP common shares subject to the swap, plus interest, and (ii) the counterparty was obligated to pay to the respective Pershing entity any positive price performance over $9.99 for each of the Swap Reference Shares, plus any dividends paid during the life of the swap. The Swaps were unwound on May 17, 2011. The disposal of the Swaps resulted to Pershing Square having beneficial ownership of eight cash-settled total return swaps. In addition to Pershing Square Capital, the Form 4 is also being filed jointly by Pershing Square GP, LLC, PS Management GP, LLC and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore, PS Capital may be deemed to be the beneficial owner of the derivative securities reported. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported. PSGP is the general partner of PSI and PSII and thus, may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and thus, may be deemed the beneficial owner of the derivative securities reported. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported, except to the extent of its or his pecuniary interest, if any. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: $3.4-Mil. in Claims Change Hands in April -------------------------------------------------------- The Clerk of Court recorded transfers of 33 claims, totaling $3,436,591, in the cases of Borders Group Inc. and its debtor affiliates for the month of April 2011: Transferor Transferee Claim No. Claim Amt. ---------- ---------- --------- ----------- Capitol Records dba ASM Capital, L.P. 3 $2,003,569 EMI Music North America Capital Contractors ASM Capital, L.P. - 458,908 Inc. Barbour Publishing ASM Capital, L.P. - 377,699 Inc. Naxos of America ASM Capital III, LP - 311,013 Ink Media Corporation ASM Capital III, LP - 56,047 Koss Corporation ASM Capital III, LP - 46,998 Koss Corporation ASM Capital, L.P. - 46,998 Patch Products Inc. ASM Capital III, LP - 22,000 Hunter Publishing, Sierra Liquidity - 15,146 Inc. Fund, LLC Hunter Publishing, Sierra Liquidity - 15,146 Inc. Fund, LLC Die Cuts With A View Sierra Liquidity - 14,554 Fund, LLC JR Trading Company Sierra Liquidity - 13,617 Fund, LLC Heyday Books Sierra Liquidity - 8,434 Fund, LLC Del Mar Distributors ASM Capital III, - 6,832 L.P Ace Academics Inc. ASM Capital, L.P. - 4,837 Above The Treeline LLC ASM Capital, L.P. - 4,166 American Technical ASM Capital, L.P. - 3,951 Publishers Great Lakes Press ASM Capital III, LP - 3,872 The Distributors ASM Capital, L.P. - 3,144 The Distributors ASM Capital, L.P. - 3,143 Image Publishing LTD Sierra Liquidity - 3,094 Fund, LLC Sheridan House Inc. ASM Capital, L.P. - 2,536 Rebcor, Inc. Sierra Liquidity - 1,874 Fund, LLC Sensible Edibles Sierra Liquidity - 1,503 Fund, LLC Sensible Edibles Sierra Liquidity - 1,503 Fund, LLC Precision Food Sierra Liquidity - 1,348 Services, Inc. Fund, LLC What's Happening Sierra Liquidity - 932 Calendars Fund, LLC Country Foods, Inc. Sierra Liquidity - 899 Fund, LLC Scope Enterprises Sierra Liquidity - 924 Fund, LLC Alsco, Inc. Sierra Liquidity - 143 Fund, LLC Kaeden Corporation Sierra Liquidity - 173 Fund, LLC McFarland & Company, Sierra Liquidity - 889 Inc. Fund, LLC Scenic Florida Sierra Liquidity - 663 Distributors Fund, LLC An April 13, 2011 notice of Die Cuts With a View's transfer of claim for $14,554 to Sierra Liquidity was withdrawn. Sierra subsequently filed a notice of Die Cuts' transfer of the $14,554 claim to Sierra Liquidity on April 19, 2011. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) C&H ARIZONA-STUCKY: Plan Status Hearing Continued to June 22 ------------------------------------------------------------ At the confirmation hearing for C&H Arizona-Stucky, LLC's proposed Chapter 11 plan on May 12, 2011, Edwin B. Stanley, Esq., attorney for the Debtor, requested for a further continuance of the hearing on the motion for relief from stay filed by MSDW 2000 Life 1 Stucky Store set May 12, 2011 to June 22, 2011. At the Debtor's behest, Judge Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona ordered that the continuance of the trial to June 22, 2011 at 10:00 a.m. Judge Haines further continued the status hearing on the Debtor's Chapter 11 case to June 22, 2011, at 10:00 a.m. As reported in the Troubled Company Reporter on Sept. 17, 2010, the Debtor filed a plan that would pay secured claims in full over a five-year period. General unsecured claims will be paid in full, with interest, in two installments. The first installment of 50% of the principal and all accrued interest will be paid on the Effective Date. The second installment of all remaining principal and all accrued interest will be paid six months after the Effective Date. Administrative convenience claims (claims of $9,000 or less) will be paid in full on the Plan Effective Date. A full-text copy of the disclosure statement explaining the terms of the Chapter 11 plan is available for free at: http://bankrupt.com/misc/C&HArizona_AmendedDS.pdf About C&H Arizona-Stucky, LLC Walnut Creek, California-based C&H Arizona-Stucky, LLC, is the owner and current operator of a 113,071 square feet retail shopping center located at 15440 North Scottsdale Road, Scottsdale, Arizona. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-21165) on July 7, 2010. Simbro & Stanley, PLC, represents the Debtor. The Company disclosed $18,064,966 in assets and $9,167,574 in liabilities as of the Petition Date. CAIRO INVESTMENTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Cairo Investments LLC aka Lombard Plaza 2026 Lombard Street San Francisco, CA 94123 Bankruptcy Case No.: 11-32011 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: Dennis Yan, Esq. LAW OFFICE OF DENNIS YAN 595 Market Street, #1350 San Francisco, CA 94105 Tel: (415)867-5797 E-mail: DENNISY@YAHOO.COM Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition contains only one entry. The petition was signed by Hanif Shaikh, president. CAPITAL INVESTORS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------ Debtor: Capital Investors Properties Group, Inc 805 Madison Street, Suite A Huntsville, AL 35801 Bankruptcy Case No.: 11-81868 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Robert E. Long, Jr., Esq. LONG & LONG, ATTORNEYS AT LAW P.O. Box 135 129 Main Street W Hartselle, AL 35640 Tel: (256) 773-5355 E-mail: rlongatty@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Floyd H. Wilson, president. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ JT Vaughan Testamentary Trust -- $100,000 c/o Rankin Sneed 503 Voekel Sneed Huntsville, AL 35811 CAPMARK FINANCIAL: US Bancorp, JPMorgan Seeks Disclosure Revision ----------------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that JPMorgan Chase Bank N.A. and U.S. Bancorp objected to Capmark Financial Group Inc.'s disclosure statement explaining its Chapter 11 plan Tuesday in Delaware, saying the mortgage lender needs to better explain its unsecured claims estimates and third-party releases. According to Law360, the secured creditors ripped Capmark's disclosure as inadequate and asked the Delaware bankruptcy court to force revisions. Law360 says Capmark submitted its reorganization plan in April, proposing to streamline operations by eliminating its low-income housing tax credit business. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- provides financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On Oct. 25, 2009, Capmark Financial and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 09-13684). Capmark disclosed assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Official Committee of Unsecured Creditors in Capmark Financial Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as its counsel and JR Myriad LLC as its commercial real estate business advisors. The Committee also retained Cutler Pickering Hale and Dorr LLP as its attorneys for the special purpose of providing legal services in connection with Federal Deposit Insurance Corporation matters. Protech Holdings C LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing for Chapter 11, Capmark completed three sales to generate more than $1 billion in cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. In April 2011, Greenline Ventures LLC completed the acquisition of the New Markets Tax Credit division of Capmark Financial Group Inc. Since inception of the NMTC program, Capmark's NMTC division has closed over $1.1 billion of NMTC investment funds and financed over $2.5 billion of projects and businesses in low income communities nationwide. CARIBE MEDIA: Secures Final Cash Use Authorization -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Caribe Media Inc. and affiliates received final permission to use cash representing collateral for secured lenders. The cash collateral order requires Caribe to give lenders a draft reorganization plan by Aug. 31, file the plan by Sept. 30, file a motion for approval of a disclosure statement by Oct. 28, and win confirmation of a Chapter 11 plan by Nov. 30. If there's a sale, the cash collateral order gives the lenders the right to bid their secured claims rather than cash. Mr. Rochelle relates that Caribe was also given the right to pay pre-bankruptcy unsecured claims up to a total of $500,000, although the company previously said it doesn't believe there are any valid claims of trade suppliers. 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 US$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. 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. CARL'S FURNITURE: Files for Chapter 11, Has $1-Mil. Financing ------------------------------------------------------------- Paul Brinkmann at the South Florida Business Journal reports that Carl's Furniture, which has seven South Florida locations, is seeking to downsize and reorganize its finances in Chapter 11. Stores in Boca Raton and Kendall will be closing as part of the bankruptcy process. The Company's Web site is advertising 50% to 70% off sales. Robert Furr, attorney for Carl's, said lease negotiations with a landlord in north Miami-Dade County recently broke down. The Business Journal also reports that Carl's Furniture is asking U.S. Bankruptcy Judge John Olson to approve $1 million of debtor- in-possession financing from the Company's owners, listed as a corporation called Furniture Land Inc. Mr. Furr, the Debtor's attorney, said the Company intends to reimburse or honor 100% of $1.6 million in deposits made for furniture, but a smaller pay-out is being proposed for other creditors. Creditors listed by the Debtors include Continental Equities, of Miami Gardens, with a $696,000 claim; Klaussner Furniture, of Charlotte, N.C., with $366,682; and Lauderhill Associates (Myron Baker), of Coconut Creek, with $177,000. Boca Raton-based Outdoor furniture retailer Carls Patio said it is not part of the Chapter 11 bankruptcy proceeding Carl's Furniture, according to reporting by Arlene Satchell at the Sun Sentinel. CARL'S FURNITURE: Case Summary & Creditors List ----------------------------------------------- Debtor: Carl's Furniture, Inc. dba Carl's 6810 North State Road 7 Coconut Creek, FL 33073 Bankruptcy Case No.: 11-24203 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Robert C. Furr, Esq. FURR & COHEN 2255 Glades Road, #337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-mail: bnasralla@furrcohen.com Scheduled Assets: $6,145,947 Scheduled Debts: $9,147,163 Affiliates that filed separate Chapter 11 petitions on May 24, 2011: Entity Case No. ------ -------- Carl's Furniture of North Dade, Inc. 11-24216 Scheduled Assets: $1,642,274 Scheduled Debts: $6,226,564 Carls Furniture of South Dade, Inc. 11-24221 Carls Furniture Plaza, Inc. 11-24229 Carls of Lauderhill, Inc. 11-24231 The petitions were signed by Jeff Baker, president. A list of Carl's Furniture Inc.'s 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flsb11-24203.pdf A list of the Carl's Furniture of North Dade's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-24216.pdf CASA DI PIZZA: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: Casa Di Pizza and Subs aka Party Casa Di Pizza And Sports Bar 7543 Fallbrook Ave West HIlls, CA 91307 Case Number: 11-16300 Involuntary Chapter 11 Petition Date: May 20, 2011 Court: Central District Of California (San Fernando Valley) Judge: Alan M. Ahart Petitioner's Counsel: Colleen Marmor, Esq. 4600 San Feliciano Dr Woodland Hills, CA 91364 Tel: (818) 883-8442 Casa Di Pizza and Subs' petitioner: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Ronald Widmeyer 7915 Nita Ave Canoga Park, CA 91304 CASH AND COMPANY: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cash And Company Auto Group, Inc. 15328 FM 1825 Pflugerville, TX 78660 Bankruptcy Case No.: 11-11288 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Sophia K. Palat, Esq. ALTAFFER & PALAT, PLLC 8700 Manchaca, Suite 704 Austin, TX 78748 Tel: (512) 280-7600 Fax: (512) 852-4464 E-mail: sophia@altafferpalat.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 18 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txwb11-11288.pdf The petition was signed by Jamie Lynn Shelton, president. CATHOLIC CHURCH: Milw. Wins OK to Modify CBA for Cemetery Staff --------------------------------------------------------------- The Archdiocese of Milwaukee and the Cemetery Employees, Local 113, Laborers International Union of America, AFL-CIO, jointly sought and obtained approval from the United States Bankruptcy Court for the Eastern District of Wisconsin to certain modifications to their collective bargaining agreement. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, tells Judge Kelley that the request marks the culmination of consensual collective bargaining negotiations that began prior to the commencement of the bankruptcy case, and reflects the longstanding positive relationship between the Archdiocese and the Cemetery Union Employees. The Diocese employs in the aggregate 177 employees, of whom 17 are Cemetery Union Employees, whose terms of employment are governed by the Labor Agreement between the Archdiocese and the Union dated April 1, 2008. For several months, before and after the Petition Date, the Archdiocese and the Cemetery Union Employees negotiated modifications to the CBA and terms for their future employment, Mr. Diesing relates. He notes that the tentative agreement resulting from the negotiations was unanimously approved by the Union bargaining team and was ratified by the Cemetery Union Employees. The Modifications provide modest wage increases in 2012 and 2013, increased employee contributions to the Cemetery and Mausoleum, Employees' Union Pension Plan, and a revised life insurance benefit, Mr. Diesing discloses. The Modifications also revise the Post-Accident Testing protocols and a portion of the Grievance Procedure, and extend the CBA to March 31, 2013. The Modifications draw an appropriate balance between the Archdiocese's needs and the rights of the employees, Mr. Diesing asserts. He contends that the continued employment of the Cemetery Union Employees, who have significant skills and institutional knowledge, is critical for all stakeholders in the case. He adds that the Modifications will facilitate a reorganization plan, while ensuring that the Cemetery Union Employees will enjoy continued employment. * * * In a court filing filed prior to the deadline to file objections to the CBA modifications, the Official Committee of Unsecured Creditors of the Archdiocese of Milwaukee relates that it does not object to the proposed modifications of the collective bargaining agreement. However, the Committee expressly reserves, and does not waive, all of its rights in the bankruptcy case relating to any agreements, including, but not limited to, trust agreements that the Debtor entered into, with, transfers to, or potential avoidance actions against the Cemetery Employees, Local 113, Laborers International Union of America, AFL-CIO. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on November 28, 1843, and was elevated to an Archdiocese on February 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: Milw. Has Deal for Confidentiality of Documents ---------------------------------------------------------------- In a Bankruptcy Court-approved stipulation, the Archdiocese of Milwaukee and the Official Committee of Unsecured Creditors agree that the handling of documents and any other information produced, given, or exchanged in the Chapter 11 case will be subject to a confidentiality agreement. Disclosure and discovery activity in the Case may involve production of confidential or private information for which special protection from public disclosure may be warranted. The Parties agree that they will use Confidential Information solely for purposes of the Chapter 11 case, any adversary proceeding or other litigation related to the Case, and any appeals therefrom, and that it will not disclose any of the Confidential Information except as otherwise permitted by the Court. Each Party that designates information or items for protection as "Confidential" or "Confidential for Certain Attorneys' Eyes Only" must take care to limit any designation to specific material that qualifies under the appropriate standards. A designating party must take care to designate for protection only those parts of material, documents, items, or oral or written communications that qualify as confidential or private so that other portions of the material, documents, items, or communications for which protection is not warranted are not swept unjustifiably within the ambit of this Order. If it comes to a Party's attention that information or items that it designated for protection do not qualify for protection, that Party must promptly notify all other parties that it is withdrawing the mistaken designation. Only material containing Confidential Information may be designated as "Confidential" or "Confidential for Certain Attorneys' Eyes Only." Specifically, material designated as "Confidential" will not be revealed, disclosed or otherwise made known to persons, directly or indirectly, other than: a. Whyte Hirschboeck Dudek S.C. solely in its capacity as counsel to the Debtor, and its regular and temporary employees assisting in the conduct of the Case, or in any adversary proceeding or other litigation relating to the Case, for use in accordance with the terms of this Order; b. Pachulski Stang Ziehl & Jones LLP and Howard, Solocheck & Weber, S.C. solely in their capacity as counsel to the Committee, and its regular and temporary employees assisting in the conduct or investigation of the Case, in any adversary proceeding or other litigation relating to the Case and any appeals therefrom, in accordance with the terms of the Order; c. e-Stet and other copying/scanning firms that the Parties, or either of them, may engage; d. members of the Committee; e. officers and directors of the Archdiocese of Milwaukee; f. personal counsel for members of the Committee; g. experts or consultants, who are not Parties to the Case or the officers, directors, managers or employees of the Parties to the Stipulation, and who are necessary to assist counsel of record in the conduct of the Case, in any adversary proceeding or other litigation relating to the Case, and in any appeals therefrom; h. witnesses or deponents and their counsel, during the course of and in preparation for depositions or testimony in this Case, any adversary proceeding or other litigation related to the Case, and any appeals therefrom to the extent reasonably necessary for conduct of the Case, any adversary proceeding or other litigation related to the Case and any appeals therefrom; provided, however, that no copies or notes relating to the "Confidential" material will be made by the person; i. Court reporters in their official capacity as reporters of proceedings in this Case, any adversary proceeding or litigation related to this Case and any appeals therefrom; j. the Court, and any of its staff, administrative personnel, and Court reporters, and any essential personnel the Court may retain in connection with the Case, any adversary proceeding or other litigation related to the Case and any appeals therefrom; and k. any other person only upon order of the Court or upon stipulation of the Party designating the Confidential Information at issue. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on November 28, 1843, and was elevated to an Archdiocese on February 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CBD DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: CBD Development, Inc. 4594 W. 11200 N. Tremonton, UT 84337 Bankruptcy Case No.: 11-27530 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: Joel T. Marker Debtor's Counsel: Sherilyn A. Olsen, Esq. HOLLAND & HART 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Tel: (801) 799-5800 Fax: (801) 799-5700 E-mail: solsen@hollandhart.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/utb11-27530.pdf The petition was signed by Ronald Hancock, president. CASA DI PIZZA: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: Casa Di Pizza and Subs aka Party Casa Di Pizza And Sports Bar 7543 Fallbrook Ave West HIlls, CA 91307 Case Number: 11-16300 Involuntary Chapter 11 Petition Date: May 20, 2011 Court: Central District Of California (San Fernando Valley) Judge: Alan M. Ahart Petitioner's Counsel: Colleen Marmor, Esq. 4600 San Feliciano Dr Woodland Hills, CA 91364 Tel: (818) 883-8442 Casa Di Pizza and Subs' petitioner: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Ronald Widmeyer 7915 Nita Ave Canoga Park, CA 91304 CENTRAL ENERGY: Reports $188,000 First Quarter Net Income --------------------------------------------------------- Central Energy Partners LP filed its quarterly report on Form 10-Q, reporting net income of $188,000 on $1.4 million of revenues for the three months ended March 31, 2011, compared with a net loss of $246,000 on $1.8 million of revenues for the same period last year. The Company's balance sheet at March 31, 2011, showed $10.1 million in total assets, $8.1 million in total liabilities, and stockholders' equity of $2.0 million. As reported in the TCR on April 26, 2011, Burton McCumber & Cortez, L.L.P., in Brownsville, Texas, expressed substantial doubt about Central Energy Partners' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had a loss from operations for the years ended Dec. 31, 2008, 2009, and 2010, and has a deficit in working capital. "The RZB Note and the IRS Installment Debt totaled approximately $3,674,000 at Dec. 31, 2010, all of which is classified as current liabilities. The RZB Note is collateralized by all Regional Enterprises, Inc. assets and a pledge of the common stock of Regional to RZB by the Company. In addition, the Company is contingently liable for late filing penalties for failure to timely file tax returns for the 2008 and 2009 tax years and for contingencies associated with the TransMontaigne transaction." A complete text of the Form 10-Q is available for free at: http://is.gd/Tx9vwN Dallas, Tex.-based Central Energy Partners, L.P., formerly known as Rio Vista Energy Partners L.P. (OTC: ENGY) is a master limited partnership engaged in the storage and transportation of oil and gas, refined petroleum products and petrochemicals. The Company currently provides liquid bulk storage, trans-loading and transportation services for petrochemicals and petroleum products through its assets and operations in Hopewell, Virginia and Johnson City, Tennessee. CENTRAL TEXAS: S&P Gives 'BB+' Long-term Rating to $80MM Bonds -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB-' long-term rating to Central Texas Regional Mobility Authority (CTRMA), Texas' $240 million series 2011 senior lien revenue bonds and its 'BB+' long-term rating to CTRMA's $80 million series 2011 subordinate lien revenue bonds. At the same time, Standard & Poor's affirmed its 'BBB-' long-term and underlying rating SPUR on the CTRMA's outstanding senior lien revenue bonds. The outlook on all bonds is stable. "The rating reflects our view of the general uncertainty associated with forecasts of traffic and revenues on a relatively new toll facility with an expansion project as well as a new facility that rely on projections of wealth levels, residential and commercial development, development of competing and feeder facilities, and increasing tolls," said Standard & Poor's credit analyst Todd Spence. "The rating also reflects our view of the authority's dependence on system revenue growth to cover escalating annual debt service requirements, particularly in the earlier years, and relatively high toll rates." The series 2011 bonds are being issued to finance a portion of the authority's Manor Expressway Phase II project, to repay a loan from the Texas Department of Transportation, to refund the series 2010 notes, fund reserves, and to pay costs of issuance. CTRMA owns and operates a toll road system in the Austin metropolitan area that currently includes one operational toll road which is being extended and a second planned toll road being funded with these bonds. CHEMTURA CORP: Moody's Assigns Definitive Ratings; Outlook Stable ----------------------------------------------------------------- Moody's Investors Service converted the provisional (P) Ba3 Corporate Family Rating (CFR), and the senior secured term loan (P) Ba1 ratings, and (P) B1 senior unsecured notes ratings into definitive ratings. This action is a result of the company's successful emergence this past year from Chapter 11 proceedings. We also raised the company's short term liquidity ratings to SGL-2 from SGL-3. The rating outlook is stable. Ratings Changes: Chemtura Corporation -- Corporate Family Rating -- Ba3 from (P) Ba3 -- Probability of Default Rating -- Ba3 from (P) Ba3 -- Senior Secured Term Loan B -- Ba1 (LGD2, 25%) from (P) Ba1 (LGD2, 17%) -- 7.875% Senior Notes -- B1 (LGD5, 72%) from (P) B1 (LGD4, 68%) -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3 RATINGS RATIONALE The Ba3 CFR reflects the company's improved leverage profile following Chemtura's exit from Chapter 11 bankruptcy protection in November 2010. For the last twelve months ended March 31, 2011 Chemtura's adjusted leverage (Debt/EBITDA) was approximately 4.0X after taking into consideration Moody's Standard adjustments for underfunded pensions and operating leases (which add some $410 million and $144 million to balance sheet debt, respectively). The company's current leverage profile positions it well within the lower end of the Ba rating category and we expect that financial metrics will improve over the near term as the company benefits from improved volumes. While increasing raw material costs remain a concern, we believe that the company will ultimately be successful in passing through price increases, albeit with a lag, which should offset continuing raw material pressures. We remain concerned with the high amount of restructuring the firm and its employees have been subject to over the past decade along with modest additional current restructuring efforts. The SGL-2 is supported by Moody's expectations for improvement in the company's free cash generation over the next 12-18 months. We expect that the recent improvement in selling prices and volumes will help the company generate higher levels of cash during the latter half of 2011. In addition given that a major portion of the company's business are seasonal, we believe that the impact of any costly inventory build is likely behind the company further aiding cash generating ability in the second half of the year. In addition we expect the company to maintain cash balances in the $130-150 million range while maintaining over $150 million of availability under its ABL revolving credit facility. The stable outlook reflects Moody's expectation that management will continue to focus on improving global cost positions and generating free cash flow. Additionally, it assumes that management's financial policies will be relatively conservative. A limiting factor for further upward rating movement is Moody's desire to understand what policies the new board will institute. Moody's will look at specific items such as adjustments to or the monetization of certain assets, and how these actions will affect management's aspirations to de-lever, reduce pension underfunding, and improve the company's credit profile. The principal methodology used in rating Chemtura Corporation was the Global Chemical Industry Methodology, published December 2009. Chemtura Corporation manufactures and sells innovative, application-focused specialty chemical and consumer products offerings. The company's principal executive offices are located in Philadelphia, Pennsylvania and Middlebury, Connecticut with a large portion of the headquarters function residing in Middlebury. Chemtura operates in a wide variety of end-use industries, including transportation, construction, packaging, lubricants, plastics for durable and non-durable goods, electronics, and pool and spa chemicals. Pro-forma net sales for the last twelve months ending March 31, 2011 were approximately $2.9 billion. CHRISTIAN LIFE: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Christian Life Church World Ministries, Inc. 3429 Black & Decker Road Hope Mills, NC 28348 Bankruptcy Case No.: 11-03950 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Douglas Q. Wickham, Esq. HATCH, LITTLE & BUNN, LLP P.O. Box 527 Raleigh, NC 27602 Tel: (919) 856-3940 Fax: (919) 856-3950 E-mail: dqwickham@hatchlittlebunn.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Robert A. Collins, president. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lumbee Guaranty Bank -- $25,400 4317 Ramsey Street Fayetteville, NC 28311 COLONIAL BANCGROUP: Says Plan Now Fixed for Confirmation -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Colonial Bangroup Inc. said in its May 23 motion that it fixed the defects to its proposed Chapter 11 plan and wants the judge to hold a confirmation hearing quickly to approve the revised plan. According to Mr. Rochelle, U.S. Bankruptcy Judge Dwight H. Williams Jr. wrote a 13-page opinion on May 20 refusing to sign a confirmation order approving the bank holding company's Chapter 11 plan. Judge Williams found two minor problems with the plan. The trustee for the trust created under the plan might earn compensation exceeding what could be earned by a Chapter 7 trustee. He therefore said the plan violated the so-called best interests of creditors test. He also identified a defect in who could decide what lawsuits to file after confirmation. With the defects fixed, Colonial filed an amendment to the plan on May 23 along with a motion asking the bankruptcy judge to hold an expedited hearing to confirm the plan. According to Mr. Rochelle, Judge Williams, in his May 20 opinion, rejected the principal objections from the Federal Deposit Insurance Corp. and the trustee for the subordinated creditors. Both were in the general unsecured creditor class and voted down the plan. The FDIC and the indenture trustee complained that the plan improperly put them in separate classes to insure that there would be at least one class accepting the plan, as bankruptcy law requires before cramdown is possible. Judge Williams rejected the gerrymandering argument. Judge Williams said it was proper to put the three issues of publicly held debt into a separate class that ended up voting in favor of the plan. The U.S. Court of Appeals in Atlanta gives the bankrupt company "considerable discretion" to make separate classes "according to the facts and circumstances of the case," he said. Changes to Plan Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reports Colonial this week filed papers with the Bankruptcy Court, explaining it had made changes to cure the problems identified by the judge and asking for a fast hearing to reconsider confirmation of the plan. According to DBR, Colonial's plan changes include a cut in the compensation structure for the Chapter 11 trustee, who will be paid under the same guidelines that apply to Chapter 7 trustees, court papers say. Additionally, the company said it would give the judge the final word on what lawsuits are pursued after the bankruptcy plan is in place. A key deadline for filing causes of action arising out of Colonial's collapse is coming up in August, the company said, urging speed in getting an answer on the renewed bid for confirmation. It is essential that the Chapter 11 trustee be in place in time to make sure no opportunity to collect damages is missed. Judge Williams will hear arguments on the proposal at a hearing Tuesday. A full-text copy of Judge William's May 20 Memorandum Opinion denying confirmation of Colonial's Plan is available at http://is.gd/NXwtDofrom Leagle.com. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. In September 2009, an Official Committee of Unsecured Creditors was formed consisting of three members, Fine Geddie & Associates, The Bank of New York Trust Company, N.A., and U.S. Bank National Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve as co-counsel for the Committee. Colonial Brokerage, a wholly owned subsidiary of Colonial BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Middle District of Alabama in June 2010. Susan S. DePaola serves as Chapter 7 trustee. CONSTELLATION BRANDS: S&P Raises CCR to 'BB+' on Debt Reduction --------------------------------------------------------------- Standard & Poor's Ratings Service raised its ratings on Constellation Brands, including the corporate credit rating on the company to 'BB+' from 'BB'. The outlook is stable. "The upgrade reflects Constellation Brands' improved financial profile, including stronger adjusted credit measures," said Standard & Poor's credit analyst Jean Stout. "The company has continued to focus on debt reduction, reducing debt by about $600 million (including changes in foreign currency exchange rates) since the fiscal year ended Feb. 28, 2010, largely the result of applying a portion of its discretionary cash flow, together with the net proceeds from asset sales, to debt repayment. In addition, its financial performance has benefitted from actions taken to streamline its business and divestitures of noncore and low margin businesses." Standard & Poor's ratings on Constellation Brands reflect its satisfactory business risk profile assessment, which benefits from the company's historically strong cash generation from a diverse portfolio of consumer brands, and its more disciplined financial policy, including debt reduction efforts. This is despite its participation in the highly competitive beverage alcohol markets and the company's leveraged financial profile. The outlook on Constellation Brands is stable. "We expect Constellation Brands' improved credit measures will be maintained despite lingering weak macroeconomic conditions," said Ms. Stout. CONSTITUTION HOLDING: Case Summary & Creditors List --------------------------------------------------- Debtor: Constitution Holding, LLC 3000 Whitney Avenue, Suite 118 Hamden, CT 06518 Bankruptcy Case No.: 11-31384 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: William E. Carter, Esq. LAW OFFICE OF WILLIAM E. CARTER 672 Brownstone Ridge Meriden, CT 06451 Tel: (203) 630-1070 Fax: (203) 889-0242 E-mail: bankruptcy@carterlawllc.com Scheduled Assets: $643,000 Scheduled Debts: $1,992,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ctb11-31384.pdf The petition was signed by Michael Steinbach, member. CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Continental Carwash Partners dba Showtime Express Car Wash 1810 E. Yosemite Avenue Manteca, CA 95336 Bankruptcy Case No.: 11-32921 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Eastern District of California (Sacramento) Judge: Christopher M. Klein Debtor's Counsel: David C. Johnston, Esq. JOHNSTON & JOHNSTON LAW CORP. 627 13th Street, Suite E Modesto, CA 95354 Tel: (209) 579-1150 Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Dean Hanson, president of Share Cash Systems, Inc., general partner. CONTINENTAL COMMON: Wants Lease Assumption to Effect with Plan -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas extended until Aug. 24, 2011, Continental Common, Inc.'s deadline to assume its ground leases. The Debtor explained that it needed the lease assumption to be effectuated through the confirmation of the joint plan of reorganization of the Debtor and PNC Bank, N.A. The Debtor will not be able to obtain the confirmation of the Plan by the May 26 deadline which the Debtor must assume the ground leases, because the parties are still preparing the joint plan. The Debtor is represented by: Melissa S. Hayward, Esq. MHayward@FSLHlaw.Com, Esq. FRANKLIN SKIERSKI LOVALL HAYWARD LLP 10501 N. Central Expy, Suite 106 Dallas, TX 75231 Tel: (972) 755-7100 Fax: (972) 755-7110 About Continental Common, Inc. Dallas, Texas-based Continental Common, Inc., has primary assets consist of various real estate holdings in multiple states. The Company filed for Chapter 11 bankruptcy protection on October 28, 2010 (Bankr. N.D. Tex. Case No. 10-37542). Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, represents the Debtor. The Company disclosed $29,250,424 in assets and $25,150,836 in liabilities. The U.S. Trustee has not appointed creditors' committee or examiner in the case. CORUS BANKSHARES: Files Amended Chapter 11 Plan ----------------------------------------------- BankruptcyData.com reports that Corus Bankshares filed with the U.S. Bankruptcy Court an Amended Chapter 11 Plan of Reorganization, with a pro rata percentage to be paid to the unsecured creditors. BData relates that under the Plan, each holder of an allowed secured claim shall (i) be paid in full in cash, (ii) receive the collateral securing its allowed secured claim, plus post-petition interest to the extent required under Section 506(b) of the Bankruptcy Code or (iii) receive other treatment rendering such secured claim unimpaired in accordance with Section 1124 of the Bankruptcy Code, in each case on the later of the effective date and the date such secured claim becomes an allowed secured claim, or as soon as practicable thereafter. According to the Plan, "Except as otherwise provided in the Plan or Plan Supplement, the Debtor shall continue to exist after the Effective Date as a separate corporate Entity with all the powers of a corporation pursuant to the applicable law in the jurisdiction in which the Debtor is incorporated or formed and pursuant to the certificate of incorporation, charter and bylaws in effect prior to the Effective Date, except to the extent the Debtor elects to reincorporate in another jurisdiction or make any other amendments to such certificate of incorporation, charter or bylaws, in which case such documents are deemed to be amended pursuant to the Plan and require no further action or approval. On the Effective Date, the persons then acting as directors and officers of the Debtor shall be released and discharged from all further authority, duties, responsibilities and obligations relating to and arising from the Debtor or the Chapter 11 Case." About Corus Bankshares, Inc. Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding company. Its lone operating unit, Corus Bank, N.A., was closed on September 11, 2009, by regulators, and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with MB Financial Bank, National Association, Chicago, Illinois, to assume all of the deposits of Corus Bank. The Company sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in assets and $532,938,418 in liabilities as of the Chapter 11 filing. Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel. Kinetic Advisors is the Company's restructuring advisor. Plante & Moran is the Company's auditor and accountant. Kilpatrick Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller, Esq., represent the official committee of unsecured creditors. COUNTRYVIEW MHC: Has Okay to Use BofA Cash Collateral Until May 31 ------------------------------------------------------------------ On May 11, 2011, the U.S. Bankruptcy Court for the Northern District of Illinois authorized Countryview MHC Limited Partnership to use cash collateral during the period May 1, 2011, through May 31, 2011, to the extent set forth in a cash budget for the month of May 2011, plus no more that 10% of the total proposed expense payments, unless otherwise agreed by Bank of America as successor by merger to LaSalle Bank National Association, in its capacity as Trustee for the registered holders of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass- Through Certificates, Series 2006-C4, or upon further of the Court. As adequate protection to the Lender for the use of its cash collateral, Lender will be granted post-petition replacement liens in the cash collateral to be generated by the Debtor post- petition. A final hearing on the cash collateral motion is scheduled before the Court on May 31, 2011, at 10:30 a.m. A copy of the interim cash collateral order and May 2011 cash budget is available for free at: http://bankrupt.com/misc/countryview.may11ccorder.pdf About Countryview MHC Countryview MHC Limited Partnership is an Illinois limited partnership that owns a manufactured home community, consisting of approximately 275 sites, situated in Franklin, Indiana. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-52722) on Nov. 29, 2010. Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. CREDIT ONE: Posts $78,800 First Quarter Net Loss ------------------------------------------------ Credit One Financial, Inc., filed its quarterly report on Form 10- Q, reporting a net loss of $78,787 on $23,886 of advertising revenue for the three months ended March 31, 2011, compared with a net loss of $329,518 on no revenue for the same period last year. The Company's balance sheet at March 31, 2011, showed $2.9 million in total assets, $184,498 in total liabilities, all current, and stockholders' equity of $2.7 million. As reported in the TCR on April 7, 2011, Moss, Krusick & Associates, LLC, in Winter Park, Florida, expressed substantial doubt about Credit One's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had a net loss from continuing operations and an accumulated deficit. A complete text of the Form 10-Q is available for free at: http://is.gd/RTrk9i New York-based Credit One Financial, Inc.'s main business, until Nov. 30, 2010, was processing and distribution of mineral products, primarily graphite products, in China. On Aug. 26, 2010, E&M International Limited, the newly established, wholly-owned subsidiary of the Company, entered into an advertising agreement with Macau Lotus Satellite TV Media Limited, pursuant to which Lotus TV authorizes E&M as its exclusive agent to operate all of its advertising businesses. The term of this agreement is ten years from Sept. 1, 2010, to Aug. 31, 2020. DANA CORP: 6th Circ. Revives Fraud Action vs. Former Executives --------------------------------------------------------------- Samuel Howard at Bankruptcy Law360 reports that the Sixth Circuit on Wednesday revived for the second time a putative class action accusing the former heads of Dana Corp. of securities fraud for trumpeting the auto parts maker's condition while it actually spiraled toward bankruptcy. About Dana Corp. Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Dana has facilities in China in the Asia- Pacific, Argentina in the Latin-American regions and Italy in Europe. Dana Corp. and its affiliates filed for Chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represented the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, served as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners served as Dana's Chief Restructuring Officer. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represented the Official Committee of Unsecured Creditors. Fried, Frank, Harris, Shriver & Jacobson, LLP, served as counsel to the Official Committee of Equity Security Holders. Stahl Cowen Crowley, LLC, served as counsel to the Official Committee of Non-Union Retirees. The Debtors filed their Joint Plan of Reorganization on Aug. 31, 2007. Judge Burton Lifland confirming the Plan, as thrice amended, on Dec. 26, 2007. The Plan was declared effective Jan. 31, 2008. Upon emergence, the Company was renamed as Dana Holding Corporation. DHC REALTY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: DHC Realty, LLC 301 Williams El Paso, TX 79901 Bankruptcy Case No.: 11-30977 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Western District of Texas (El Paso) Judge: H. Christopher Mott Debtor's Counsel: Corey W. Haugland, Esq. JAMES & HAUGLAND, P.C. P.O. Box 1770 El Paso, TX 79949-1770 Tel: (915) 532-3911 E-mail: chaugland@jghpc.com Scheduled Assets: $9,597,894 Scheduled Debts: $7,906,724 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txwb11-30977.pdf The petition was signed by David Chowaiki, president. D.J. CHRISTIE: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: D.J. Christie, Inc. 9400 Reeds Road, Ste 100 Overland Park, KS 66207 Bankruptcy Case No.: 11-40764 Chapter 11 Petition Date: May 20, 2011 Court: United States Bankruptcy Court District of Kansas (Topeka) Judge: Dale L. Somers Debtor's Counsel: Kathryn E Sheedy, Esq. Tom R. Barnes, II, Esq. STUMBO HANSON, LLP 2887 SW MacVicar Avenue Topeka, KS 66611 Tel: (785) 267-3410 Fax: (785) 267-9516 E-mail: kathryn@stumbolaw.com tom@stumbolaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ksb11-40764.pdf The petition was signed by David J. Christie, president. DLGC II: Files Schedules of Assets & Liabilities ------------------------------------------------ DLGC II, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $14,224,140 B. Personal Property 1,584,962 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,156,433 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $189,947 ----------- ----------- TOTAL $15,809,102 $9,346,380 Phoenix, Arizona-based DLGC II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10174) on April 13, 2011. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliate Lake Pleasant Group, LLP (Bankr. D. Ariz. Case No. 11- 10170) filed a separate Chapter 11 petition on April 13, 2011. DNA, LLC: Case Summary & Largest Unsecured Creditor --------------------------------------------------- Debtor: DNA, LLC 8114 Telegraph Road Downey, Ca 90240 Bankruptcy Case No.: 11-32289 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Ernest M. Robles Debtor's Counsel: Charles W. Daff, Esq. LAW OFFICES OF CHARLES W. DAFF 2009 N. Broadway Santa Ana, CA 92706 Tel: (714) 541-0301 Fax: (714) 569-0515 E-mail: cdaff@epiqtrustee.com Scheduled Assets: $1,575,000 Scheduled Debts: $1,965,000 The petition was signed by Ramon Pineda, manager. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ California Bank & Trust Deed of Trust $400,000 11622 El Camino Real, #200 San Diego, CA 92130 DOCUTEK IMAGING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Docutek Imaging Solutions, Inc. 1011 SW 30th Avenue Deerfield Beach, FL 33442 Bankruptcy Case No.: 11-24110 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Joe M. Grant, Esq. PADULA & GRANT, PLLC 601 S. Federal Highway, #202 Boca Raton, FL 33432 Tel: (561) 672-7580 Fax: (561) 672-7581 E-mail: jmgrant@jmgrantlaw.com Estimated Assets: $1,000,001 to $10,000,000 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/flsb11-24110.pdf The petition was signed by Steven D. Staller, president. DRYSHIPS INC: Announces Increased Backlog for Ocean Rig UDW Inc. ---------------------------------------------------------------- DryShips Inc. announced that Ocean Rig UDW Inc., its majority owned subsidiary, has secured further backlog, as Borders & Southern plc have declared two optional wells under the existing drilling contract for the harsh environment drilling rig Leiv Eiriksson. The two optional wells have been assigned to Falkland Oil and Gas (FOGL) and provide an additional contract duration of approximately 90 days. The total contract value is now USD 126 million. Mr. George Economou, Chairman and CEO of Ocean Rig UDW Inc., commented, "We are pleased to announce the option declaration for the Leiv Eiriksson with Borders & Southern plc. The previously announced rig swap on this contract is a win-win solution for the customer and the Company as demonstrated by the declaration of the options. We continue to work on enhancing the backlog for Ocean Rig." About DryShips Inc. Based in Greece, DryShips Inc. -- http://www.dryships.com/-- -- owns and operates drybulk carriers and offshore oil deep water drilling units that operate worldwide. As of Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers (including newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax, with a combined deadweight tonnage of over 3.6 million tons and 6 offshore oil deep water drilling units, comprising of 2 ultra deep water semisubmersible drilling rigs and 4 ultra deep water newbuilding drillships. DryShips's common stock is listed on the NASDAQ Global Select Market where it trades under the symbol "DRYS". The Company's balance sheet at March 31, 2011, showed US$6.99 billion in total assets, US$3.05 billion in total liabilities, and US$3.94 billion in total equity. On Nov. 25, 2010, DryShips Inc. entered into a waiver letter for its US$230.0 million credit facility dated Sept. 10, 2007, as amended, extending the waiver of certain covenants through Dec. 31, 2010. As reported in the Troubled Company Reporter on Sept. 29, 2010, the Company said it is currently in negotiations with its lenders to obtain waivers, waiver extensions or to restructure its debt. As of June 30, 2010, the Company's theoretical exposure (current portion of long-term debt less cash and cash equivalents less restricted cash) amounted to US$761.4 million. Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the Company's inability to comply with financial covenants under its original loan agreements as of Dec. 31, 2009, its negative working capital position and other matters raise substantial doubt about its ability to continue as a going concern. DUQUESNE LIGHT: Moody's Assigns Ba1 Rating to Sr. Unsec. Notes -------------------------------------------------------------- Moody's Investors Service has assigned a Ba1 rating to Duquesne Light Holding's planned offering of new $350 million 10.5-year senior unsecured notes. At the same time Moody's affirmed the ratings and stable outlook of Duquesne Light Holdings, Inc. (DLH) and its regulated electric utility subsidiary, Duquesne Light Company (DLC). Proceeds from the note offering are expected to be utilized to refinance approximately $350 million of existing term loan debt at DLH. Ratings assigned include - Duquesne Light Holdings senior unsecured notes, Ba1; stable outlook Ratings affirmed include: - Duquesne Light Holdings, all senior unsecured, Ba1; stable outlook - Duquesne Light Company, all senior secured, A3; stable outlook - Duquesne Light Company, Issuer Rating at Baa2; stable outlook - Duquesne Light Company, all preferred stock at Ba1; stable outlook RATINGS RATIONALE DLH's senior unsecured rating of Ba1 reflects the benefits of owning DLC but also considers the significant amount of debt that resides at the parent holding-company level, as well as its structural and contractual subordination to debt at DLC. DLH's dependence on cash flows from DLC to service debt and pay equity distributions to investors is also a significant consideration in the rating. In terms of credit metrics, DLH's recent operating results have improved but continue to remain appropriate for the Ba1 rating category. DLC's electric operations in and around Pittsburgh, PA, represent the core of DLH's earnings and cash flow and the unsecured issuer rating of Baa2 reflects the operating company's solid credit metrics and relatively stable, regulated business model. DLC is regulated by FERC and at the state level by the Pennsylvania Public Utility Commission (PUC), a jurisdiction considered to be generally credit supportive. On July 20, 2010, DLC filed its first rate case since 2007; requesting an increase in distribution rates of $87.3 million (9.77 % increase). After reaching a settlement with interveners, new rates were approved, effective April 21, 2011. The authorized rate increase was $45.7 million per year (52% of request). The rating also considers DLC's obligations as a provider of last resort (POLR) in Pennsylvania, a de-regulated state open to retail electric competition. Under the current POLR V plan, DLC provides fixed-price default service to residential customers for the period Jan-2011 through May-2013. Unlike other pure transmission and distribution utilities, DLC continues to retain an element of risk with the new POLR V plan as power supply is not a direct pass-through and the company must carefully hedge its obligations though the POLR period. Additionally, to the extent power prices decline, the company is subject to "switching risk" given customer choice availability in PA. At this time Moody's does not believe switching risk has developed to be a materially negative credit concern. The notching differential between DLH and DLC continues to reflect the significant level of parent holding-company debt, and the structural and contractual subordination to debt at the company's core regulated electric utility operating subsidiary, DLC, and DLH's primary dependence on cash flows from DLC. Debt at the holding company (approximately 73% of consolidated debt at March 31, 2011) will continue to be structurally and contractually behind the secured debt at DLC. Reflective of this leverage, CFO (pre w/c) to debt in 2010 was 11.3% for DLH, and 26.1% for DLC. Moody's notes that the "Baa" range for regulated electric utilities is 13-22%. Although slightly below the Baa range, Moody's notes recent reults are also a clear improvement from levels achieved in recent years, driven in part by credit supportive actions taken by the owner consortium. The company's liquidity is adequate. Externally, committed credit lines at DLH ($200 million) and DLC ($100 million) were both recently renewed and now expire March 28, 2016. However, both revolving credit facilities contain material adverse event clauses for any draw-downs which could in the extreme case, restrict access to bank liquidity. Moody's notes that the parent has, in the past, made inter-company advances to the operating company and given the flexibility that exists around dividend policy, we look towards the consolidated liquidity profile of the company. At March 31, 2011, the company reported $38 million of cash on hand and $25 drawn under the DLC bank line. This availability should comfortably meet their operational needs with just modest external financing required for capital expenditures, expected to approximate $260-270 million in 2011. Excluding a $50 million pension contribution during the year, cash from operations in 2010 was $209 million and capex was $266 million. The stable outlook for DLH and DLC reflects Moody's expectations that going forward there will be no material change to the capital structure and that DLH will continue to benefit from the relatively healthy credit profile of its regulated operating subsidiary, DLC. The planned sale by one of DLH's largest shareholders, DUET Investment Holdings Limited (28.95%), is also not expected to have a negative impact on the rating. In light of the substantial level of DLH debt and its sole reliance on DLC for debt service, limited prospects exists for the ratings to be upgraded in the near term; however, consolidated CFO (pre w/c) to debt to above 13%, on a sustained basis, could lead to upward rating pressure at DLH and DLC, particularly if this is combined with reduced risk associated with POLR obligations. A decline in DLH's credit metrics, particularly DLH's retained cash flow to debt metric, could negatively affect the company's ratings. Similarly, should DLH's CFO (pre w/c) to debt fall into the mid-single digit percentage range for an extended period, negative pressure could surface. The principal methodology used in this rating was Regulated Electric and Gas Utilities published in August 2009. Headquartered in Pittsburgh, Pennsylvania, Duquesne Light Holdings Inc. is an electric utility holding company owned by an investor consortium. Revenue for the year ended December 31, 2010 was $1.2 billion. Its primary operating subsidiary, Duquesne Light Company, is primarily engaged in providing transmission, distribution and supply of electricity to approximately 588 thousand customers in Southwestern Pennsylvania. EL PASO: Fitch Affirms Issuer Default Rating at 'BB+' ----------------------------------------------------- Fitch Ratings has affirmed the ratings of El Paso Corp. (EP) and its core pipeline, master limited partnership, and exploration and production subsidiaries following the announcement of a planned spin-off of El Paso Exploration & Production (EPEP). Additionally, Fitch has revised the Rating Outlooks of EP and its core pipeline subsidiaries to Positive from Stable. The Rating Outlook for El Paso Pipeline Partners Operating Company (EPBO) is Stable. The Rating Outlook for EPEP has been revised to Evolving from Stable. Approximately $13 billion in debt is affected by the rating action. The rating affirmations are reflective of the cash flow stability and low relative business risk profile of the company's interstate pipeline franchise, as well as the hedge positions and cost improvements at the company's upstream business. The ratings recognize that EP is in the middle of a transformative capital spending plan which will significantly increase both the size and scope of its pipeline franchise. Fitch notes that this spending program has been weighing on EP's credit metrics as the company works toward completing its significant project backlog. The Positive Outlook at the parent company is reflective of Fitch's belief that by spinning off its E&P business, EP's business risk profile will benefit from the separation of the highly commodity sensitive upstream business. Following the transaction, EP will be a much lower business risk operation with all of its earnings and cash flow coming from FERC-regulated assets with long term capacity reservations contracts. This will largely alleviate the exposure that EP has to volumetric sensitivity and commodity price volatility, providing a consistent, stable source of cash flow for the company. Additionally, as EP completes the spin-off and its large capital expenditure program, the company should see a significant amount of deleveraging at the parent company, which is fairly highly levered. This deleveraging in combination with the reduction in business risk could lead to an upgrade in EP's ratings following the successful completion of the transaction. Construction on the Ruby pipeline has been delayed which has increased costs on that project. Fitch notes that any meaningful further delay in the Ruby project which would push the in service date well beyond the expected July 2011 time frame could impact any rating actions. The Positive Outlook on the pipeline subsidiaries is reflective of the potential for an upgrade of EP's ratings. Fitch has historically linked the ratings of EP's pipelines to that of their parent companies given the significant operating and financial affiliations the subsidiaries have with EP. Given this linkage, Fitch has rated the pipelines one notch higher than EP, lower than their standalone credit metrics and business risk profiles may indicate. The ratings and Stable Outlook on EPBO continue to reflect EPBO's consistent earnings and cash flows and its ties to EP as general partner, sponsor and the operating entity that ultimately controls EPBO. Following the close of the spin-off transaction, Fitch will analyze the standalone profiles of each entity and their relationship with EP to determine the level of the ratings linkage and notching. Any rating action on EP its subsidiaries will consider the final planned capital structure, the successful completion of EP's construction backlog, and the resolution of pending rate cases at select pipeline subsidiaries. EPEP's Evolving Outlook is reflective of the uncertainty surrounding the completion of the spin-off and final capital structure of EPEP as a standalone entity. Historically, EPEP's rating have largely reflected its operating and financial ties with EP, while considering in part the higher business risk inherent in an E&P operation due to its commodity price exposure. Recently, EPEP's results have shown some increased earnings and cash flow stability, in the face of declining commodity prices, due in part to hedges in place for a significant portion of production and in part to operational successes. Additionally, the company has successfully repositioned its production towards more oil rich and condensate natural gas plays which have economic and production advantages given the production profile of shale plays and the economic benefits of liquids rich production given current oil and gas price dynamics. Fitch notes that earnings and cash flow volatility remain a significant credit concern with EPEP particularly as its current hedges roll off. EPEP has extended its hedging program into 2012, which should help earnings and cash flow stability in the near term. The final ratings determination for EPEP will be completed as the transaction gets closer to completion and more details of the final capital structure are known. The transaction is expected to close by year-end 2011. Fitch notes that EPEP's secured revolver has a change of control provision which will require the consent of participating lenders in the facility to complete the transaction. Fitch affirms these ratings, and the Rating Outlook is revised to Positive from Stable: El Paso Corporation -- Issuer Default Rating (IDR) at 'BB+'; -- $1.5 billion senior secured revolving credit facility (2012) at 'BBB-'; -- $500 million senior unsecured revolving credit facility (2011) at 'BB+'; -- Senior unsecured notes and debentures at 'BB+'. El Paso Energy Capital Trust I -- Trust convertible preferred securities at 'BB-'. Colorado Interstate Gas Company (CIG) -- IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'. El Paso Natural Gas Company (EPNG) -- IDR at 'BBB-'; -- Senior unsecured debt a 'BBB-'. Southern Natural Gas Company (SNG) -- IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'. Tennessee Gas Pipeline Company (TGP) -- IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'. These ratings are affirmed, and the Rating Outlook is revised to Evolving from Stable: El Paso Exploration & Production Company (EPEP) -- IDR at 'BB+'; -- Senior secured revolving credit facility (2012) at 'BBB-'; -- Senior unsecured debt at 'BB+'. These ratings are affirmed, and the Rating Outlook remains Stable: El Paso Pipeline Partners Operating Company (EPBO) -- IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'. Fitch no longer has a rating on EP's perpetual preferred stock as these securities were converted to common stock on March 11, 2011. El Paso Corp. owns North America's largest interstate natural gas pipeline network comprised of approximately 43,100 miles of pipe, 220 Bcf of storage capacity, and an LNG import facility with 1.75 Bcf per day of send-out capacity. The company's upstream operations had year-end 2010 estimated reserves of 3.4 trillion cubic feet equivalent (Tcfe), including a 48.8% interest in Four Star Oil & Gas Company, of proven reserves. EPEP's consolidated proved reserves are approximately 3.2 Tcfe. EVANS OIL: Wants to Assume or Reject Property Leases Until July 29 ------------------------------------------------------------------ Evans Oil Company LLC, et al., ask the U.S. Bankruptcy Court for the Middle District of Florida to extend until July 29, 2011, the deadline to assume or reject unexpired leases of non-residential real property. The Debtors have three non-residential real property leases that they must decide whether to assume or reject. Specifically, the non-residential real property leases relate to these property (i) Debtors' warehouse on Exchange Avenue; (ii) the parcel of real estate contiguous with Debtors' principal place of business that currently is being used as a secure parking lot for Debtors' service vehicles; and (iii) the convenience store property located in Coral Springs, Florida. The three leases are primary assets of Debtors' estates and their assumption and rejection would be integral to determining the structure of a plan of reorganization. The Debtor need more time to negotiate with Fifth Third Bank, its largest creditor, on matters relating to any assumptions, assignments and rejections of leases of nonresidential real property. The Debtors expect that the conclusion of the Market- testing and negotiations with Fifth Third Bank will resolve the issues. Barrier Advisors, Inc., as investment banker, assist the Debtors in the Market-testing. The Debtor also relate that as of May 17, the Debtors have not filed their proposed chapter 11 plan of reorganization. Their exclusive right to file a proposed plan will expire on May 30. In pursuing a plan of reorganization, the Debtors have entered into a non-binding term sheet with a potential plan sponsor to obtain an infusion of new capital of at least $2 million in new equity, assume millions in existing debt and arrange millions in new senior secured financing. The Debtors also are engaged in negotiations with Fifth Third Bank concerning potential plan structures. About Evans Oil Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC, distributes bulk oil, gas, diesel and lubricant products. Evans Oil, together with affiliates, filed for Chapter 11 bankruptcy protection on Jan. 30, 2011 (Bankr. M.D. Fla. Lead Case No. 11-01515). Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve as bankruptcy counsel to the Debtors. Garden City Group Inc. is the claims and notice agent. The Parkland Group Inc. is the restructuring advisor. Evans Oil estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. FALCON MOTOR: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Falcon Motor Company, Inc. 15328 FM 1825 Pflugerville, TX 78660 Bankruptcy Case No.: 11-11287 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Sophia K. Palat, Esq. ALTAFFER & PALAT, PLLC 8700 Manchaca, Suite 704 Austin, TX 78748 Tel: (512) 280-7600 Fax: (512) 852-4464 E-mail: sophia@altafferpalat.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 18 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txwb11-11287.pdf The petition was signed by Jamie Lynn Shelton, president. FILENE'S BASEMENT: Syms Corp. Explores Options, Including Sale -------------------------------------------------------------- Tess Stynes, writing for MarketWatch, reports that Syms Corp. said it will explore strategic alternatives, including a possible sale of the Company. MarketWatch notes Sym's performance has been hurt in recent quarters by impacts related to its acquisition of substantially all of Filene's Basement assets in a bankruptcy auction in 2009. No further details of the review were disclosed, MarketWatch notes. Syms recently reported that its fourth-quarter loss widened sharply amid charges related to the Filene's Basement acquisition and a revenue decline of 13%. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009. James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their restructuring effort. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors listed $50 million to $100 million in assets and $100 million to $500 million in debts. The Debtor is now formally named FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. FIRST NATIONAL: Court Authorizes Cash Collateral Use Until May 31 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma has approved a joint stipulation authorizing First National Bank I, LLC, and First National Bank II, LLC, to use cash collateral through May 31, 2011, entered into between the Debtors and secured creditors Capmark Bank and Capmark CDF Subfund VI LLC. The Debtors are authorized to all of the expenses as set forth in a budget as defined in the stipulation and in accordance with the terms and conditions set forth in the stipulation. As reported in the TCR on Oct. 26, 2010, the Lender asserts that it is currently owed approximately $20,927,413, secured by the Debtors' real property commonly known as the First National Center and located at 120 N. Robinson Avenue in Oklahoma City, the fixtures and personal property located at or on the Property, as well as the Debtors' cash, which is derived primarily, if not entirely, from rent received by the Debtors from their tenants. According to the Debtors, the Lender is oversecured and adequately protected by a significant equity cushion. The current estimated value of the Debtors' property is approximately $28 million. The current amount of the Lender's claim, even by the Lender's own calculations, is approximately $20,927,413, plus other allowed costs, charges, expenses and attorneys' fees (if any). The Lender is secured by an equity cushion of approximately 33%, which constitutes clear adequate protection of a secured creditor's interest in cash collateral, the Debtors said. The Debtors stated that the law is also clear that the preservation of the value of a secured creditor's lien is sufficient to provide adequate protection to a secured creditor when a debtor seeks to use cash collateral. About First National Sherman Oaks, California-based First National Building I, LLC, and First National Building II, LLC, are the co-owners of the real property commonly known as the First National Center and located at 120 N. Robinson Avenue in Oklahoma City. The property is a 33- story historic office building located in the central business district in Oklahoma City and contains approximately 950,000 square feet of rentable space. The Honorable Geraldine Mund entered an order directing the transfer of the Chapter 11 cases of First National Building I, LLC, and First National Building II, LLC, from the Central District of California to the Western District of Oklahoma. Capmark Bank and Capmark CDF Subfund VI LLC, (together, the "Lender"), made the request, and Judge Mund agreed to the venue change. Capmark is represented by H. Mark Mersel, Esq., at Bryan Cave LLP in Irvine, Calif. First National Building I, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif., on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case No. 10-16334) to Oklahoma City on Oct. 13, 2010. First National Building II, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case No. 10-16335) to Oklahoma City on Oct. 13, 2010. The Debtors each estimates assets and debts at $10 million to $50 million. The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D. Calif. Case No. 09-14214). The Debtors are represented by Mark B. Toffoli, Esq., at Andrews Davis, P.C., in Oklahoma City, Okla. FOUR LIONS: Court Drops Case; Lender Plea for Conversion Denied --------------------------------------------------------------- The Hon. Sara E. De Jesus Kellogg of the U.S. Bankruptcy Court for the District of Puerto Rico dismissed, on May 11, 2011, the Chapter 11 case of Four Lions Corp. On May 13, the Court denied the Debtor's principal secured creditor CPG/GS PR NPL, LLC's motion reconsider the case dismissal and convert the Debtor's case to one under Chapter 7 of the Bankruptcy Code. The Court related that the motion does not address the key reason for the dismissal and corporations must be represented by counsel in the Court and Debtor were unable to obtain new counsel after the disqualification of Alexis Fuentes Hernandez, Esq. San Juan, Puerto Rico-based Four Lions Corp. filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 11-00419) on Jan. 24, 2011. The Debtor tapped Alexis Fuentes Hernandez, Esq., at the Fuentes Law Offices, as counsel when it sought bankruptcy protection. The Debtor disclosed US$17,955,000 in assets and US$39,206,291 in liabilities in its schedules. FRAZER/EXTON: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Frazer/Exton Development, L.P. 15 South Bacton Hill Road Malvern, PA 19355 Bankruptcy Case No.: 11-14041 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Stephen Raslavich Debtor's Counsel: Albert A. Ciardi, III, Esq. Jennifer E. Cranston, Esq. Ciardi Ciardi & Astin, P.C. One Commerce Square 2005 Market Street, Suite 1930 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 Email: aciardi@ciardilaw.com jcranston@ciardilaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Daniel M. Sevick. Debtor's List of 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sovereign Bank 15 S. Bacton Hill $32,244,671 c/o James W. Hennesey, Road Esquire Frazer, PA- Loan Dilworth Paxon 1500 Market St., Ste. 3500 E. Philadelphia, PA 19102 Roskamp Management $3,415,707 Company, LLC 1226 North Tamiami Trail, Ste. 301 Sarasota, FL 34236 East Whiteland Township $2,719,697 209 Conestoga Road Frazer, PA 19355 Sustainable Resources Group $1,714,520 440 Creamery Way, Ste. 150 Exton, PA 19341 First National Bank of 15 South Bacton $1,488,292 Chester County Hill Road 9 North High Street Frazer, PA P.O. Box 523 West Chester, PA 19381 Citizens Bank 15 S. Bacton Hill $1,424,745 International Division Rd., Frazer, PA 20 Cabot Road Medford, MA 02155 Chester Cty. Econ Dev. $1,250,000 Counsel 737 Constitution Drive Exton, PA 19341 EPA-Hazardous Substance $1,164,814 Superfund P.O. Box 979076 Saint Louis, MO 63197 Commonwealth of 15 S. Bacton Hill $789,502 Pennsylvania Dep of Rd., Frazer, PA Community and Economic Dev. c/o MacElree Harvey, Ltd. 17 West Miner Street, P.O. Box 660 West Chester, PA 19381 West Whiteland Township $549,143 101 Commercial Drive Exton, PA 19341 Golden Associates $190,525 Philadephia Suburban $2,000 Water Company Aqua Pennsylvania Inc. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- whiteland Village, Ltd. 11-14036 05/11/2011 FREESCALE SEMICONDUCTOR: Debt Burden Negatively Impacts IPO ----------------------------------------------------------- Therese Poletti, writing for MarketWatch, reports that Freescale Semiconductor Inc. priced its IPO at $18, which was below its projected price range of $22 to $24. According to MarketWatch, while Freescale shares picked up about 5% in gains from the opening price by midday, it still took in about 25% less than the high end of its initially proposed range. MarketWatch says investors were likely deterred by its hefty debt burden of $7.6 billion (plus capital lease obligations), which is a very large sum for a capital-intensive business like semiconductors. Moreover, MarketWatch points out, the funds raised were not aimed for growing the business, but rather alleviating some of the debt load. Post-IPO, according to MarketWatch, Freescale still expects its adjusted debt to be around $6.5 billion. About Freescale Semiconductor Freescale Semiconductor, Inc., with headquarters in Austin, Texas, designs and manufactures embedded semiconductors for the automotive, networking, industrial and consumer markets. Revenues and EBITDA (Moody's adjusted) for the 12 months ended December 31, 2010, were $4.4 billion and $1.0 billion, respectively. Freescale was spun out of Motorola and went public in 2004, but in 2006, it went private in a $17.6 billion private-equity deal led by the Blackstone Group. * * * As reported by the Troubled Company Reporter on May 3, 2011, Fitch Ratings affirmed Freescale's Issuer Default Rating at 'CCC'. According to a Fitch report, Freescale's liquidity as of April 1, 2011, consisted of: i) roughly $1.0 billion of cash and equivalents and ii) roughly $58 million of remaining availability under a $590 million senior secured RCF due Dec. 1, 2012. Total debt was roughly $7.6 billion as of April 1, 2011. GABLES SQUARE: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Gables Square Twelve Nine LLC 13615 S. Dixie Highway, Suite 114-513 Miami, FL 33176 Bankruptcy Case No.: 11-24202 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: Ronald G. Neiwirth, Esq. FOWLER WHITE BURNETT, P.A. 1395 Brickell Avenue, 14 Floor Miami, FL 33131 Tel: (305) 789-9200 E-mail: rgn@fowler-white.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 four largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flsb11-24202.pdf The petition was signed by Oscar Vega, manager. GEOS COMMUNICATIONS: Incurs $2.49-Mil. First Quarter Net Loss ------------------------------------------------------------- Geos Communications, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $2.49 million on $24,122 of net revenue for the three months ended March 31, 2011, compared with a net loss of $2.98 million on $11,814 of net revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $6.52 million in total assets, $16.32 million in total liabilities, $4.19 million in Series F convertible preferred shares, $5.13 million in Series I convertible preferred shares, and a $19.13 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/iompvN About Geos Communications Southlake, Tex.-based Geos Communications, Inc.'s primary activities are as the operator of, and developer and distributor of mobile content and services through its two subsidiaries Shoot-It! LLC and D Mobile, Inc. The Company reported a net loss of $12.40 million on $82,545 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $12.55 million on $0 of net revenue during the prior year. BDO USA, LLP, in Dallas, Texas, expressed substantial doubt about its ability to continue as a going concern following the 2010 results. The independent auditors noted that Geos Communications has not generated positive cash flows from operations and has accumulated losses since inception. GINDANNA CORP: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Gindanna Corp 297 Route 34 Colts Neck, NJ 07722 Bankruptcy Case No.: 11-25914 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: Jules L. Rossi, Esq. LAW OFFICE OF JULES L. ROSSI 208 Main Street Asbury Park, NJ 07712 Tel: (732) 774-5520 Fax: (732) 744-5870 E-mail: jlrbk423@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Robert Vaccaro, president. GLOBAL CROSSING: Moody's Concludes Review; Confirms All Ratings ---------------------------------------------------------------- Moody's Investors Service concluded its review on Global Crossing Limited and Global Crossing UK Limited by confirming all ratings. On April 11, 2011 GCL announced that it has agreed to be acquired by Level 3 Communications Inc. (Level 3) in a share exchange transaction. On May 25, Level 3 launched a new $500 million senior unsecured 8-year note offering. The net proceeds with cash on hand will be used refinance existing indebtedness of Global Crossing at closing. Moody's also notes that Level 3 has indicated that it will seek to refinance all outstanding GCL debt at closing, and has obtained aggregate commitments of $1.75 billion in bridge financing to augment its cash balances. Therefore, Moody's believes that GCL's existing debt will be either repaid in full if the acquisition closes or will remain outstanding as is, if the acquisition does not close. Thus, the possible rating movement of the debt is limited to these two outcomes. Pending normal regulatory and shareholder approvals, the transaction is expected to close by year-end. Global Crossing's financial profile is more conservative than Level 3's (4.5x Debt/EBITDA vs. 7.8x Debt/EBITDA (all quoted metrics incorporate Moody's standard adjustments)), but its margins are weaker (17% vs. 27%). Pre-synergies, the transaction is margin-positive on a consolidated basis (approximately 23%), but negative from a consolidated leverage perspective (to approximately 6.5x) when compared to Global Crossing's stand-alone position. Outlook Actions: Issuer: Global Crossing Ltd. -- Outlook, Changed to Stable from Rating Under Review -- Probability of Default Rating, confirmed at B3 from on Review Direction Uncertain -- Corporate Family Rating, confirmed at B3 from on Review Direction Uncertain -- Senior Secured Regular Bond/Debenture, confirmed at B2 (LGD3, 33%) from on Review Direction Uncertain, -- Senior Unsecured Regular Bond/Debenture, confirmed at Caa2 (LGD5, 84%) from on Review Direction Uncertain Issuer: Global Crossing UK Telecommunications Ltd. -- Outlook, Changed to Stable from Rating Under Review -- Probability of Default Rating, confirmed at B3 from on Review Direction Uncertain -- Corporate Family Rating, confirmed at B3 from on Review Direction Uncertain Issuer: Global Crossing UK Finance plc -- Senior Secured Regular Bond/Debenture, confirmed at B3 (LGD4, 63%) from on Review Direction Uncertain, RATINGS RATIONALE Absent the Level 3 acquisition, Global Crossing's B3 ratings are influenced primarily by the company's participation in a highly competitive telecommunications arena, its relatively poor EBITDA margins, limited free cash generation, and significant debt load. The business combination implies relatively weak interest coverage and debt repayment capacity. The rating also accounts for the company's unique network footprint and solid Internet Protocol (IP) product offering together with the expectation that demand for IP-based broadband capacity will continue to grow and cause the company's cash flow stream to expand. The principal methodology used in rating Global Crossing Ltd., Global Crossing UK Telecommunications Ltd. and Global Crossing UK Finance plc was the Global Telecommunications Industry Methodology, published December 2010. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Headquartered in Hamilton, Bermuda and with administrative offices in Florham Park, New Jersey, Global Crossing Limited (Global Crossing) offers Internet Protocol (IP) and legacy telecommunications services in most major business centers in the world. The ratings discussed herein are in the name of Global Crossing Limited. Global Crossing's wholly-owned subsidiary, Global Crossing (UK) Finance plc is rated as a discrete but related entity since its financing arrangements substantially "ring fence" its cash flow and assets. GRAPEVINE INDUSTRIAL: Moody's Cuts Sr. Sec. Debt Rating to 'Ba2' ---------------------------------------------------------------- Moody's Investors Service downgraded the senior secured debt of Cargo Acquisition Companies Obligated Group (Cargo or the Group) to Ba2 from Ba1 and the junior debt to Ba3 from Ba2 and placed the ratings under review for possible further downgrade. Debt List: (1) $5,420,000 Senior Bonds, 2002 series, 6.5% coupon due 01/01/2024 (2) $2,355,000 Senior bonds, 2003 series, 5.75% coupon due 01/01/2032 (3) $16,190,000 Senior bonds, 2002 series, 6.375% coupon due 01/01/2023 (4) $3,295,000 Senior bonds, 2002 series, 6.25% coupon due 01/01/2030 (5) $18,885,000 Senior bonds, 2003 series, 5.75% coupon due 01/01/2032 (6) $8,595,000 Senior bonds, 2002 series, 6.5% coupon due 01/01/2025 (7) $4,280,000 Junior bonds, 2002 series, 7.50% coupon, due 01/01/2025 (8) $5,380,000 Senior bonds, 2002 series, 6.65% coupon, due 01/01/2025 (9) $4,570,000 Senior bonds, 2002 series, 6.25% coupon, due 01/01/2030 (10) $1,430,000 Senior bonds, 2003 series, 5.75% coupon, due 01/01/2023 (11) $3,410,000 Junior bonds, 2003 series, 6.75% coupon, due 01/01/2023 (12) $7,395,000 Junior Bonds, 2003 series, 6.75% coupon, due 01/01/2032 (13) $1,050,000 Senior Bond, 2002 series, 6.25% coupon, due 01/01/2019 (14) $10,290,000 Junior bond, 2002 series, 7.50% coupon, due 01/01/2025 (15) $6,960,000 Senior bonds, 2003 series, 7.125% coupon, due 01/01/2016 (16) $13,975,000 Senior Bonds, 2002 series, 6.125% coupon, due 01/01/2032 (17) $6,005,000 Junior Bonds, 2002 series, 7.25% coupon due 01/01/2032 RATINGS RATIONALE The downgrades reflect primarily Moody's concerns about the continued deterioration in the aggregate vacancy rate at the Group's airport facilities and lack of improvement in the company's revenue line in spite of a strengthening US economy. These trends are symptomatic of continued weakness in the domestic air cargo business and of continued competition from trucking. As a result, Cargo is exhibiting a continuous weakening of its key credit metrics. In particular, vacancy rates at several Cargo facilities continue to increase and overall the vacancy rate is now at 31% for the Group up from 22% in the summer of 2009. The impact of this weakened performance on credit metrics has been material, with a consolidated debt service coverage ratio (DSCR) of 1.24x and senior DSCR of 1.65x as at March 31, 2011. These metric levels are significantly below the expected metrics at the time of the rating assignment and very close to the minimums required for permitted distributions to be stopped (1.2x for the consolidated DSCR and 1.4x for the senior DSCR). Stopping distributions would help preserve cash and Moody's notes the presence of a one year funded debt service reserve fund. Together, these features should help Cargo put in place its plan to attract new tenants to its facilities and benefit from any turnaround in the industry. However, Cargo only has a limited time available before debt service requirements start increasing which will need increased revenues in order to be serviced. The ratings will remain under review for possible downgrade given the expectation that a turnaround in vacancy rates and metrics is not yet in evidence and further deterioration is possible in the short to medium term. Conversely the rating could improve or the review for possible downgrade could be removed if there is material progress towards an aggregate vacancy rate of less than 23% (on a consolidated buildings, offices and ramps basis) and if DSCR's are improving on a sustained basis back to the levels expected when the ratings were first assigned (1.95x (Senior) and 1.45x (Total)). The last rating action was on November 19, 2010 when the ratings of the debt issued by the Group were downgraded and the outlook remained negative. The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. Cargo Acquisition Companies Obligated Group is comprised of fourteen entities (each a member) that are wholly-owned subsidiaries of Cargo Acquisition Company, a 100% subsidiary of CalEast Air Cargo, LLC. Each of the Group's member was formed for the purpose of developing and operating air cargo facilities. Aeroterm US, Inc. serves as property and development manager at each of the properties. GRAYMARK HEALTHCARE: Posts $1.9 Million Net Loss in Q1 2011 ----------------------------------------------------------- Graymark Healthcare, Inc., filed filed its quarterly report on Form 10-Q, reporting a net loss of $1.9 million on $4.7 million of revenues for the three months ended March 31, 2011, compared with a net loss of $1.5 million on $5.9 million of revenues for the same period last year. The Company's balance sheet at March 31, 2011, showed $26.8 million in total assets, $28.5 million in total liabilities, and a stockholders' deficit of $1.7 million. As reported in the TCR on April 5, 2011, Eide Bailly LLP, in Greenwood Village, Colo., expressed substantial doubt about Graymark Healthcare's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered significant losses from operations, anticipates additional losses in the next year and has insufficient working capital as of Dec. 31, 2010, to fund the anticipated losses. A complete text of the Form 10-Q is available for free at: http://is.gd/Xyv0nZ Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ: GRMH) -- http://www.graymarkhealthcare.com/-- is one of the largest providers of care management solutions to the sleep disorder market based on number of independent sleep care centers and hospital sleep diagnostic programs operated in the United States. GREAT ATLANTIC: Wants Lease Decision Period Beyond July 10 ---------------------------------------------------------- The Great Atlantic & Pacific Tea Company, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to: -- approve agreements extending the deadline to assume or reject unexpired leases of nonresidential real property; and -- to waive preference claims against lessors as consideration for the lessors' written agreement. The Debtors set a May 31, 2011, hearing, to consider their requests relating to the lease decision. The Court previously extended the Debtors' deadline until July 10, to assume or reject unexpired leases of nonresidential real property. The Debtors relate that they wish to waive potential claims or causes of action against landlords as an inducement to receive an extension of the July 10 deadline. The Debtors say they need additional time to complete the review, analysis, and ultimate treatment of these assets. The Debtors consensual agreements provide for these extension procedures: a) Extension Notice: The Debtors will cause a notice to be filed with the Court, which extension notice will identify: (i) the applicable store or lease number; (ii) the address of the property in question; (iii) the Lessor; and (iv) the proposed extension of the deadline. b) Service of Extension Notice: The Debtors will cause the Extension Notice to be served by email and/or overnight delivery. c) Objection Procedures: Parties objecting to a proposed extension must file and serve a written objection so that the objection is filed with the Court and actually received by the Extension Service Parties and the Debtors on or within five business days after the Extension Notice is served. d) Event of No Objection: Absent an objection being filed and served on or within five (5) business days of the date the Debtors serve an Extension Notice, the proposed Extension Date will, without further notice, hearing, or order of the Court, be the date by which the Debtors must assume or reject the applicable lease in accordance with section 365(d)(4)(B)(ii) of the Bankruptcy Code absent further agreement between the Debtors and the applicable Lessor. e) Unresolved Objections: If an objection to a proposed extension is timely filed and not withdrawn or resolved, the Debtors will cause a notice for a hearing to be filed and served on the Extension Service Parties to consider the extension to which such objection relates. If the objection is overruled or withdrawn, such extension will be approved to the extent provided by the Court. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. Great Atlantic disclosed $1,056,647,047 in assets and $1,530,799,654 in liabilities as of the Chapter 11 filing. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. H & R GRENVILLE: Case Summary & Creditors Lists ----------------------------------------------- Debtor: H & R Grenville Fine Dining, Inc. aka The Grenville Hotel & Restaurant 345 Main Avenue Bay Head, NJ 08742-4735 Bankruptcy Case No.: 11-25959 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Raymond T. Lyons, Jr. Debtor's Counsel: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 E-mail: tneumann@bnfsbankruptcy.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- H & R Grenville Hotel, LLC 11-25960 05/23/11 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Harry Typaldos, president. A list of H & R Grenville Fine Dining's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb11-25959.pdf HAMILTON CROSSING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Hamilton Crossing Animal Hospital, P.C. 3101 State Road 32 East Westfield, IN 46074 Bankruptcy Case No.: 11-06621 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: James K. Coachys Debtor's Counsel: Thomas B. O'Farrell, Esq. MCCLURE & O'FARRELL P.O. Box 45 Westfield, IN 46074 Tel: (317) 867-4131 E-mail: ecf@mcclureofarrell.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/insb11-06621.pdf The petition was signed by Eric D. Frazer, president. HARRY & DAVID: Court OKs Lowenstein as Committee Counsel -------------------------------------------------------- Bankruptcy Judge Mary F. Walrath has approved the request of the official committee unsecured creditors in Harry & David Holdings, Inc.'s case to retain Lowenstein Sandler PC as counsel for the Committee. Kenneth A. Rosen, chair of the Bankruptcy, Financial Reorganization & Creditors' Rights Group is leading the Lowenstein Sandler team, which includes partner Sharon L. Levine, counsel Thomas A. Pitta, and associate Nicole Stefanelli. An AmLaw 200 firm with approximately 255 attorneys, Lowenstein Sandler represents public and private companies, financial institutions, investors, entrepreneurs, universities, and private clients in corporate and litigation matters throughout the country. 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. HCA INC: Moody's Upgrades CFR to B1; Outlook to Stable ------------------------------------------------------ Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of HCA Inc. (HCA) to B1 from B2. Certain of HCA's debt instruments were also upgraded along with the Corporate Family Rating, including the senior secured first lien bank debt and bonds, the senior unsecured notes at HCA Inc. and the recently issued Holding company notes. The outlook for the ratings was revised to stable from positive. Concurrently, Moody's affirmed HCA's Speculative Grade Liquidity Rating of SGL-2. Ratings upgraded: -- Corporate Family Rating, to B1 from B2 -- Probability of Default Rating, to B1 from B2 -- ABL revolver expiring 2012, to Ba1 (LGD 1, 1%) from Ba2 (LGD 2, 12%) -- Revolving credit facility expiring 2015, to Ba2 (LGD 2, 27%) from Ba3 (LGD 3, 32%) -- Senior secured term loan A-1 due 2012, to Ba2 (LGD 2, 27%) from Ba3 (LGD 3, 32%) -- Senior secured term loan B-1 due 2013, to Ba2 (LGD 2, 27%) from Ba3 (LGD 3, 32%) -- Senior secured term loan B-2 due 2017, to Ba2 (LGD 2, 27%) from Ba3 (LGD 3, 32%) -- Euro term loan due 2013, to Ba2 (LGD 2, 27%) from Ba3 (LGD 2, 23%) -- $1,500 million first lien secured notes due 2019, to Ba2 (LGD 2, 27%) from Ba3 (LGD 3, 32%) -- $1,250 million first lien secured notes due 2020, to Ba2 (LGD 2, 27%) from Ba3 (LGD 3, 32%) -- $1,400 million first lien secured notes due 2020, to Ba2 (LGD 2, 27%) from Ba3 (LGD 3, 32%) -- Senior unsecured notes (various), to B3 (LGD 5, 88%) from Caa1 (LGD 5, 88%) -- Senior unsecured HoldCo notes due 2021, to B3 (LGD 6, 95%) from Caa1 (LGD 6, 96%) Ratings affirmed/LGD assessments revised: -- Speculative Grade Liquidity Rating, SGL-2 -- $1,000 million second lien notes due 2014, to B2 (LGD 4, 65%) from B2 (LGD 4, 56%) (rating to be withdrawn at completion of the current call) -- $3,200 million second lien notes due 2016, to B2 (LGD 4, 65%) from B2 (LGD 4, 56%) -- $310 million second lien notes due 2017, to B2 (LGD 4, 65%) from B2 (LGD 4, 56%) -- $1,500 million second lien PIK notes due 2016, to B2 (LGD 4, 65%) from B2 (LGD 4, 56%) Ratings assigned: -- Senior secured term loan A-2 due 2016, Ba2 (LGD 2, 27%) -- Senior secured term loan B-3 due 2018, Ba2 (LGD 2, 27%) RATINGS RATIONALE "The upgrade of HCA's rating reflects the considerable progress the company has made in improving financial metrics and managing the company's maturity profile since the November 2006 LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the funding of distributions to shareholders at the end of 2010 increased debt levels, the growth in EBITDA and debt repayment since the LBO have improved leverage metrics considerably from the high levels seen just after the company went private," continued Diaz. HCA's B1 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with significant leverage. Furthermore, the company still has large maturities due in future periods, although the most significant obligations now come due in the 2016 time frame. The ratings also reflect Moody's consideration of HCA's scale and position as the largest for- profit hospital operator, which should aid in providing access to resources needed in adapting to changes in the sector brought on by healthcare reform legislation and the company's ability to weather industry pressures. Finally, the rating incorporates Moody's expectation that the company will take a more conservative approach to the use of additional debt for shareholder initiatives and continue to improve credit metrics through both EBITDA growth and debt repayment. The stable rating outlook reflects Moody's expectation that HCA can continue to offset industry pressures, such as increasing bad debt expense and weak volumes, and realize solid earnings growth. Moody's anticipates that HCA's significant scale and considerable market presence will continue to help diversify risks and that further focus on cost containment should preserve margin performance and provide a strong basis for the company to benefit from a broader economic recovery. The outlook also reflect Moody's expectation that HCA will maintain a good liquidity profile with solid cash flow generation and sufficient availability under the revolving credit facilities. Given the continuing private equity sponsorship of HCA, Moody's would have to become more comfortable that the company will maintain a conservative financial profile, consistent with that expected of the Ba3 rating, prior to it considering an upgrade of the rating to that level. Additionally, Moody's would have to expect a continuation of positive operating trends such that the company is able to grow earnings or repay debt so that free cash flow to debt reaches a sustainable level above 5% and leverage is maintained below 4.5 times. If the company experiences a deterioration of operating trends, for example, negative trends in same-facility adjusted admissions or same-facility revenue per adjusted admission, Moody's could downgrade the rating. Additionally, Moody's could downgrade the ratings if the company were to incur additional debt to fund shareholder distributions or acquisitions so that it expects adjusted leverage to be sustained at or above 5.0 times. Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company with 163 hospitals and 107 freestanding surgery centers (including seven hospitals and nine freestanding surgery centers that are accounted for using the equity method) as of March 31, 2011. For the twelve months ended March 31, 2011, the company recognized revenue in excess of $31 billion. The principal methodology used in rating HCA 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. HEARUSA INC: CRO Hiring Approved on Interim Basis ------------------------------------------------- The Bankruptcy Court issued an interim order authorizing HearUSA, Inc., to employ Development Specialists, Inc. as restructuring advisors and Joseph J. Luzinski as Chief Restructuring Officer. Mr. Luzinski and DSI will collaborate with the Debtor's senior management team and other professionals, and assist the Debtor in evaluating and implementing strategic and tactical options through the restructuring process. Mr. Luzinski is a senior vice president at DSI and heads the firm's Miami office. Mr. Luzinski's track record includes CRO roles at Clore Automotive LLC, and Pan Am Liquidating Corporation, the post-confirmation Chapter 11 debtor of Pan America Airways Florida. Mr. Luzinski also took lead role in DSI's administration of the Ebbers Asset Trust, which was established to liquidate the assets of former WorldCom CEO, Bernard Ebbers, for the benefit of litigation creditors. The Debtor's board of directors approved the appointment of Mr. Luzinski as CRO effective May 10 and he has functioned in that capacity since that time. The DSI team who will primarily work on the Debtor's case and their hourly rates are: Joseph J. Luzinski $525 per hour Yale S. Bogen $395 per hour Daniel J. Stermer $395 per hour William G. King $385 per hour The hourly rates for other DSI consultants are: Senior consultants $455-$625 per hour Consultants $265-$450 per hour Junior consultants $155-$260 per hour Mr. Luzinski attests that his firm does not represent any adverse interest in the Debtor and is not a "creditor" of the Debtor within the meaning of Sec. 101(10) of the Bankruptcy Code. DSI is also a "disinterested person" as that term is defined in Sec. 101(14). A final hearing on the request is slated for June 6, 2011, at 11:00 a.m. DSI may be reached at: Joseph J. Luzinski Chief Restructuring Officer DEVELOPMENT SPECIALISTS INC 200 South Biscayne Blvd., Suite 1818 Miami, FL 33131 E-mail: jluzinski@dsi.biz vbogen@dsi.biz About HearUSA Based in West Palm Beach, Florida, HearUSA Inc. sells hearing aids in 10 states. The Company filed for Chapter 11 bankruptcy protection on May 16, 2011 (Bankr. S.D. Fla. Case No. 11-23341). Judge Erik P. Kimball presides over the case. Brian K. Gart, Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at Berger Singerman, P.A., represent the Debtor. The Debtor selected Bryan Cave LLP as special counsel; Sonenshine Partners LLC, as investment banker; Trustee Services Inc., as claims and balloting agent; and AlixPartners LLC as communications consultant. The Debtor estimated both assets and debts between $50 million and $100 million. HEARUSA INC: Has Interim OK to Hire Berger Singerman as Counsel --------------------------------------------------------------- HearUSA, Inc., sought and obtained Bankruptcy Court permission to employ, on an interim basis, Berger Singerman, P.A. as its counsel: A final hearing on the request is slated for June 6, 2011, at 11:00 a.m. Paul Steven Singerman, Esq., an attorney and shareholder at the firm, disclosed that his firm represent creditors and other parties-in-interest in matters unrelated to the Debtor's case. He attests that his firm does not represent any interest adverse to the Debtor, and is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. On March 23, 2011, Berger Singerman received a $25,000 initial retainer from the Debtor. Since that time, the firm has received roughly $300,000 for prepetition services rendered. On May 13, 2011, the firm received $200,000, this time as bankruptcy retainer. The firm's attorneys who will primarily work on the Debtor's case and their hourly rates are: Paul Steven Singerman, Esq. $595 per hour Brian Gart, Esq. $590 per hour Associate attorneys $425-450 per hour Legal assistants and Paralegals $75-$195 per hour About HearUSA Based in West Palm Beach, Florida, HearUSA Inc. sells hearing aids in 10 states. The Company filed for Chapter 11 bankruptcy protection on May 16, 2011 (Bankr. S.D. Fla. Case No. 11-23341). Judge Erik P. Kimball presides over the case. The Debtor selected Bryan Cave LLP as special counsel; Sonenshine Partners LLC, as investment banker; Development Specialist Inc., as restructuring advisor; Trustee Services Inc., as claims and balloting agent; and AlixPartners LLC, as communications consultant. The Debtor estimated both assets and debts between $50 million and $100 million. HEARUSA INC: Taps Trustee Services Inc. as Claims Agent ------------------------------------------------------- HearUSA, Inc., expects there will be over 25,000 parties to which notice of its bankruptcy case will be provided as well as notice of various deadlines and key events occurring in the case. The Debtor also expects there will be a multitude of proofs of claim filed in the case. In this regard, the Debtor sought and obtained Bankruptcy Court permission to employ Trustee Services, Inc., as its notice, claims and balloting claims agent. TSI's consulting fees are: Principal $250 per hour Senior consultants $135-$175 per hour Junior consultants $70-$130 per hour Clerical/administrative $55 per hour Technology/programming consultant $125 per hour Kenneth A. Welt, president of TSI, has served as panel trustee in various bankruptcy cases. Mr. Welt attests that his firm is a "disinterested person" as the term is defined under Section 101(14), as modified by Section 1107(b), of the Bankruptcy Code. TSI may be reached at: Trustee Services Inc. 8255 West Sunrise Blvd. - #177 Plantation, FL 33322, USA Tel: (954) 889-3403 Fax: (866) 625-6136 E-mail: kaw@kawpa.com About HearUSA Based in West Palm Beach, Florida, HearUSA Inc. sells hearing aids in 10 states. The Company filed for Chapter 11 bankruptcy protection on May 16, 2011 (Bankr. S.D. Fla. Case No. 11-23341). Judge Erik P. Kimball presides over the case. Brian K. Gart, Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at Berger Singerman, P.A., represent the Debtor. The Debtor selected Bryan Cave LLP as special counsel; Sonenshine Partners LLC, investment banker; Development Specialist Inc., restructuring advisor; and AlixPartners LLC, as communications consultant. The Debtor estimated both assets and debts between $50 million and $100 million. HENRY COUNTY BANCSHARES: Incurs $870,000 1st Quarter Net Loss ------------------------------------------------------------- Henry County Bancshares, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $870,000 on $4.44 million of total interest income for the three months ended March 31, 2011, compared with net income of $4.16 million on $5.68 million of total interest income for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $574.87 million in total assets, $560.11 million in total liabilities, and $14.76 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/UhA5bm About Henry County Stockbridge, Georgia-based Henry County Bancshares, Inc., is a Georgia business corporation which operates as a bank holding company. The Company was incorporated on June 22, 1982, for the purpose of reorganizing The First State Bank to operate within a holding company structure. The Bank is a wholly owned subsidiary of the Company. The Company's principal activities consist of owning and supervising the Bank, which engages in a full service commercial and consumer banking business, as well as a variety of deposit services provided to its customers. Until Dec. 15, 2009, when it suspended operations, the Company also conducted mortgage-lending operations through the Bank's wholly owned subsidiary, First Metro Mortgage Company. First Metro provided the Bank's customers with a wide range of mortgage banking services and products in the same primary market area as the Bank. As reported by the TCR on April 6, 2011, Mauldin & Jenkins, LLC, in Atlanta, Ga., expressed substantial doubt about Henry County Bancshares' ability to continue as a going concern. The independent auditors noted that the Company as suffered significant losses from operations due to the economic downturn, which has resulted in declining levels of capital. The Company reported a net loss of $6.7 million on $10.0 million of net interest income for 2010, compared with a net loss of $36.6 million on $6.6 million of net interest income for 2009. Other operating income was $3.9 million for 2010, compared with $2.6 million for 2009. HFR INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: HFR Investments I, LLC. 145 Park Lane, Suite 100 Moorpark, CA 93021 Bankruptcy Case No.: 11-12412 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Central District of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: Philip D. Dapeer, Esq. PHILIP D. DAPEER, A LAW CORPORATION 2625 Townsgate Road, Suite 330 Westlake Village, CA 91361 Tel: (323) 954-9144 Fax: (323) 954-0457 E-mail: PhilipDapeer@AOL.com Scheduled Assets: $5,382,000 Scheduled Debts: $3,745,532 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb11-12412.pdf The petition was signed by Helen Rabano, member and manager. HIGHVIEW POINT: Consenting to Dismissal of Chapter 11 ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Highview Point Partners LLC gave up the idea of trying to reorganize and is consenting to the dismissal of the Chapter 11 petition filed May 6, the company said in a court filing. Highview is under investigation by the Securities and Exchange Commission with regard to involvement in a suspected Ponzi scheme involving Kenwood Capital Management LLC, according to Mr. Rochelle. According to the report, the receiver for Kenwood had filed a motion to dismiss the Highview case. The Kenwood receiver contends the Highview Chapter 11 filing was a bad-faith attempt to preclude him from taking over Highview. The receiver said principals of Highview have been under investigation by the SEC and the U.S. Attorney in Connecticut. In response, Highview hoped to fend off dismissal by hiring Louis J. Freeh as its chief restructuring officer. Mr. Freeh was a U.S. District Judge before being appointed Director of the FBI under President Bill Clinton. Mr. Rochelle notes that Highview agreed to dismissal after a status conference with the bankruptcy judge on May 24 where court set down the receiver's dismissal motion for hearing June 3. The receiver said principals of Highview have been under investigation by the SEC and the U.S. Attorney in Connecticut, Mr. Rochelle adds. Highview Point Partners LLC, a Connecticut investment management firm focused on emerging markets, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-11432) on May 6, 2011. Highview Point, based in Stamford, estimated as much as $500,000 in assets. Highview Point Offshore Ltd. and Highview Point Master Fund Ltd., both based in the Cayman Islands, and Highview Point LP in Stamford, are atop the list of 20 largest unsecured creditors. David B. Stratton, Esq. and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, serve as bankruptcy counsel to the Debtor. Attorneys at Morrison & Foerster, LLP, serve as co-counsel. HSRE-CDS I: Hires DLA Piper as Bankruptcy Counsel ------------------------------------------------- HSRE-CDS I, LLC, asks the U.S. Bankruptcy Court for the District of Delaware for authority to employ DLA Piper LLP as bankruptcy counsel. The Debtors need DLA Piper to perform these services: -- advising the Debtor of its rights, powers and duties as debtor and debtor in possession while operating and managing its business and properties under chapter 11 of the Bankruptcy Code; -- preparing on behalf of the Debtor all necessary and appropriate applications, motions, proposed orders, other pleading, notices, schedules and other documents, reviewing all financial and other reports to be filed in these Bankruptcy Cases; -- advising the Debtor concerning, and preparing responses to, applications, motions, other pleadings, notices and other papers that may be filed by other parties in these Bankruptcy Cases; and -- advising the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements and relates transactions. DLA Piper intends to: (a) charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date the services are rendered; (b) seek reimbursement of actual and necessary out-of-pocket expenses. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About HSRE-CDS I Irving, Texas-based HSRE-CDS I, LLC, is a real estate company engaged in the acquisition, ownership, operation, management, leasing, financing, mortgaging and selling of real property. It is a partnership between campus-housing operator Collegiate Management Group and private equity firm Harrison Street Real Estate Capital LLC. HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case No. 11-10972) on March 31, 2011. The Debtor has not had sufficient time to discuss with the new lender the terms and conditions to use any cash collateral. The bankruptcy case will allow the Debtor the breathing room to negotiate with the new lender about issues likely to be key in this case. R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's bankruptcy counsel. The Debtor disclosed assets of 1,256,241 plus unknown and liabilities of $22,878,499 as of the Chapter 11 filing. IA GLOBAL: Amends Credit Transaction with Ascendiant Capital ------------------------------------------------------------ IA Global, Inc., entered into a Securities Purchase Agreement with Ascendiant Capital Group, LLC, on Sep. 29, 2009, pursuant to which Ascendiant agreed to purchase up to $5,000,000 worth of shares of the Company's common stock from time to time over a 24-month period, provided that certain conditions are met. The financing arrangement entered into by IA Global and Ascendiant is commonly referred to as an "equity line of credit" or an "equity drawdown facility." On May 17, 2011, the Company entered into an Amendment to the Equity Line of Credit whereby the $1 million minimum use of facility was waived by Ascendiant. The Amendment to the Equity Line of Credit will be included as exhibits to the Form 10-Q for the three months ended June 30, 2011. About IA Global San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB) -- http://www.iaglobalinc.com/-- is a global services and outsourcing company focused on growing existing businesses and expansion through global mergers and acquisitions. The Company is utilizing its current partnerships to acquire growth businesses in target sectors and markets at discounted prices. The Company is actively engaging in discussions with businesses that would benefit from our business acumen and marketing expertise, knowledge of Asian Markets, and technology infrastructure. The Company's balance sheet at Dec. 31, 2010 showed $21.51 million in total assets, $19.14 million in total liabilities and $2.37 million in total stockholders' equity. As reported in the Troubled Company Reporter on July 20, 2010, Sherb & Co., LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has incurred significant operating losses, and has a working capital deficit as of March 31, 2010. INTERNATIONAL GARDEN: Inks Deal With Panel to Resolve Disputes -------------------------------------------------------------- International Garden Products, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve a settlement they entered into with the Official Committee of Unsecured Creditors. The settlement resolves certain disputes, objections and issues in the Debtors' cases including with respect to the Debtors' motion to sell all or substantially all of their assets and the Debtors' motion for authority to implement a key employee incentive plan to incentivize certain critical employees whose continued service is particularly important to the sale of the Debtors' assets. The Committee formally objected to the KEIP Motion and to approval of the KEIP. In addition, through its involvement with the sale process, the Committee expressed concerns about any potential Sale that would provide recoveries in the Debtors' cases only for their senior secured pre- and postpetition lenders, and not for general unsecured creditors. The Committee accordingly reserved its rights to object to the Sale and the Debtors' Sale Motion if a consensual resolution could not be reached. In light of disagreements among the parties, the Debtors, the Committee, the Lenders, and IGP Acquisition LLC, the Stalking Horse Purchaser, engaged in extensive negotiations regarding the Sale, the KEIP, distributions to general unsecured creditors, and the ultimate resolution of the Debtors' Cases. The settlement provides, among other things, that upon the closing of a successful Sale, the Lenders will permit and direct the Stalking Horse Purchaser or other buyer of the Debtors' assets to make a payment of $300,000 from the Sale proceeds directly into a segregated account for the sole benefit of the Debtors' general unsecured creditors, as designated by the Committee, as a carve out from the proceeds of the Lenders' collateral. Neither the Debtors nor their estates will have any interest in, or share in any distribution of, the GUC Payment. The GUC Payment will only be made upon the closing of a Sale. The Lenders will have no obligation to make or provide for the GUC Payment to general unsecured creditors absent the Buyer funding the GUC Payment at the closing of a Sale transaction. The Stalking Horse Purchaser also agreed that it will not pursue any Chapter 5 actions purchased as part of the sale, and further will not transfer its rights and interests in those actions to third parties. The Lenders agreed to waive and release any potential deficiency claim and other claims they may have against the Debtors beyond what they receive in proceeds from the Sale. Following the closing of the Sale and the deposit of the GUC Payment, the Debtors will file a motion seeking the dismissal of their cases. In exchange for the promises and commitments of the Debtors and the Lenders, the Committee has agreed to support the Sale, the Sale Motion, and the KEIP. Eric S. Prezant, Esq., at Bryan Cave LLP, in Chicago, Illinois, tells the Court that the settlement is advantageous to the Debtors, their estates, creditors, and all parties-in-interest for a number of reasons. He cites that the settlement resolves essentially all remaining issues among the parties, and it provides a pathway for the ultimate conclusion of the Debtors' Cases. If the parties were to litigate the issues addressed in the settlement, they would severely disrupt the anticipated Sale and ongoing sale process and would hinder the Debtors' ability to maximize value for all parties involved, he asserts. The Debtors assert that the settlement and related case resolution framework should be approved in the best interests of the Debtors, their estates and their creditors. U.S. Trustee Objects Roberta A. DeAngelis, United States Trustee for Region 3, objects to the approval of the settlement complaining that the parties have made no provision for the payment of unsecured priority claims, which are senior in right of payment to general unsecured claims. Mark S. Kenney, Trial Attorney for the Office of the U.S. Trustee, in Wilmington, Delaware, argues that the settlement is premised upon the misguided argument that the Committee is entitled to sell out an actual or potential sale objection for a cash payment to general unsecured creditors. The Committee's right under the Bankruptcy Code to challenge a proposed sale under Section 363(b) is not the Committee's personal property and, accordingly, that right may not be liquidated for a cash payment, Mr. Kenney points out. Rather, he asserts, the Committee's right to challenge a sale under section 363(b) inures to the benefit of the Debtors' estates and, thus, are essentially analogous to estate property. Therefore, it is presumptively unreasonable for the Committee's constituency -- general unsecured creditors -- to receive a cash payment ahead of creditors whose claims are senior in right, in exchange for the settlement of rights that belong to, and are exercised for the benefit of, the Debtors' estates, Mr. Kenney further argues. Granting the relief requested in the Motion opens the door to unwieldy, costly sale processes where each and every party in interest, regardless of whether it is out of the money -- indeed, especially when it is out of the money -- is entitled to exact its price for silence, the U.S. Trustee asserts. Landlords, equity security holders, and others may step forward and demand to be paid not to object to the sale, the U.S. Trustee tells the Court. Parties Respond to U.S. Trustee The Committee, in a letter-brief filed with the court, pointed out that the settlement it entered into with the Debtors, the Lenders and the Stalking Horse Purchaser is similar to the settlements entered into in the World Health Alternatives, Inc., and Sharper Image Corporation bankruptcy cases. Although general unsecured creditors will exclusively receive the funds upon allowance of their claims, the GUC Payment is simply not -- and never will be -- property of the Debtors' estates, and thus, a conclusion is supported by the decisions in WHA and Sharper Image, Jason C. DiBattista, Esq., at LeClairRyan, in Newark, New Jersey, argues. To the contrary, Mr. DiBattista asserts, the money is being carved-out from the proceeds of the Lenders' collateral and being transmitted from the Stalking Horse bidder to the Committee by agreement of the Lenders. As the court in WHA noted, a secured creditor like the Lenders "[h]ave a right to dispose of its property, including the right to share the proceeds subject to its lien, with other creditors," he points out. This is particularly the case in the Debtors' given that, under the stalking horse bid, the Lenders are under-secured by more than $20 million, he notes. The Committee asserts that, unless the Motion is granted, only the Lenders will receive any distribution in the Debtors' bankruptcy cases as a result of the forthcoming sale. The settlement represents the only hope for any other creditors to receive a distribution, the Committee tells the Court. No Due Process to Creditors, U.S. Trustee Asserts The failure of due process in connection with the motion is especially troubling, the U.S. Trustee complains, noting that some priority creditors were not served with the Motion by the Debtors. While the Court should give no weight to the absence of objection from priority creditors in any event, the Court should deny the Motion in its entirety for failure to give all priority creditors notice and an opportunity to be heard, the U.S. Trustee asserts. Mr. Kenney explains that the assets that the Debtors propose to sell are property of their estates under Section 541(a) of the Bankruptcy Code, subject to the lien rights of a secured lender. He notes that regardless of how the Debtors, the Lenders, the Committee and the asset purchaser attempt to structure the transaction, all of the proceeds of the sale will also be property of the Debtors' estates; they will remain property of the Debtors' estates until distributed to creditors on account of their claims, or until expended for the payment of administrative expenses. The legal status of estate assets is not altered by contractual declarations to the contrary. Until they are paid over to the Lenders on account of their liens, any proceeds of the sale will be merely the Lenders' collateral, not their property to dispose of as they wish, he points out. The Lenders, he says, are certainly free to disclaim a portion of their collateral and leave that portion in the estate for distribution to creditors in accordance with the Bankruptcy Code's legislatively-mandated priority scheme. They are not free, however, to direct that their disclaimed collateral be distributed in a manner other than that expressly directed by Congress, he adds. Sandeep Gupta, chief operating officer of the Debtors, argues that none of the parties mentioned by the U.S. Trustee as not receiving notice of the Motion hold priority claims against the Debtors. Mr. Gupta tells the Court that, as of May 18, the Debtors are not aware of any actual or potential priority creditor having filed an objection to the Motion or having asserted any informal objection. Accordingly, the Debtors ask the Court to approve the settlement. About International Garden International Garden Products, Inc. was incorporated in 1996 as a holding company for Iseli Nursery, Inc., California Nursery Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc. The company's operating businesses, Iseli and Weeks, focus primarily on growing horticultural products for nationwide sale to independent garden centers, landscape suppliers, landscapers and similar parties. Iseli's is known in the industry as the premium source of dwarf conifers, Japanese maples and unique companion plants. Weeks is one of the largest wholesale breeders and growers of premium roses in the U.S. International Garden Products, Inc., and its affiliates filed For Chapter 11 protection (Bankr. Lead Case No. 10-13207) on Oct. 4, 2010. International Garden estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell, serves as bankruptcy counsel. Bryan Cave LLP is the legal counsel. FTI Consulting is the restructuring advisor. Garden City Group is the claims and notice agent. The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr. D. Del. Case No. 10-13208), California Nursery Supply (Case No. 10-13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old Skagit, Inc. (Case No. 10-13211). J & Y FAMILY: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: J & Y Family Corporation dba Sequim Chevron P.O. Box 2191 Sequim, WA 98382 Bankruptcy Case No.: 11-16125 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Marc Barreca Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 500 Union Street, Suite 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: feinstein2010@gmail.com Scheduled Assets: $2,014,806 Scheduled Debts: $2,639,952 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/wawb11-16125.pdf The petition was signed by Jung Phil Choi, vice president. JEFONICO HOLDINGS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------ Debtor: Jefonico Holdings I, L.P. 224 Penn Avenue Oxford, PA 19363 Bankruptcy Case No.: 11-20822 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Ronald J. Drescher, Esq. DRESCHER & ASSOCIATES 4 Reservoir Circle, Suite 107 Baltimore, MD 21208 Tel: (410) 484-9000 E-mail: ecf@drescherlaw.com Scheduled Assets: $4,100,000 Scheduled Debts: $3,245,047 The petition was signed by Henry J. Ruffenbach, president of Jefonico Group, Inc., general partner. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Daft McCune Walker, Inc. Architectural/ $20,031 200 East Pennsylvania Avenue Engineering Towson, MD 21286 KORE ENTERTAINMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Kore Entertainment, Inc. 1602 Alton Rd., Suite 630 Miami Beach, FL 33139 Bankruptcy Case No.: 11-23946 Chapter 11 Petition Date: May 21, 2011 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: Michael D Stewart, Esq. THE LAW OFFICES OF MICHAEL D. STEWART 200 SE 1 St #701 Miami, FL 33131 Tel: (305) 590-8909 Fax: (305) 415-9920 E-mail: ms@themiamilaw.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 Glenn Kofman, owner. KURRANT MOBILE: Board OKs Designation of 1MM Series A Pref. Stock ----------------------------------------------------------------- The Board of Directors of Kurrant Mobile Catering, Inc., approved the designation of 1,000,000 shares of Series A preferred stock. The Company filed an amendment to its articles of incorporation designating that authorized 1,000,000 shares of preferred common stock as Series A preferred stock. Each share Series A preferred stock is capable of being converted into one share of common stock and has certain preferences with regards to liquidation and dividends. The Series A preferred stock has voting rights of eighty votes per share of Series A preferred stock. The Amendment will not affect the number of the Company's issued and outstanding common shares. A full-text copy of the Articles of Amendment is available for free at http://is.gd/snxhlR About Kurrant Mobile Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in a single business segment that includes the publication and distribution of books and eBooks. The Company sells its products to distributors throughout the world. The Company's balance sheet at Nov. 30, 2010, showed $1.02 million in total assets, $1.71 million in total liabilities, and a $686,774 stockholders' deficit. According to the Form 10-Q for the quarter ended Nov. 30, 2010, "The Company has incurred net losses and has negative cash flows from its operations. These factors raise substantial doubt regarding Kurrant Mobile's ability to continue as a going concern. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Kurrant Mobile be unable to continue as a going concern. The continuation of Kurrant Mobile as a going concern is dependent upon the continued financial support from its shareholders, the ability of Kurrant Mobile to obtain necessary equity financing to continue operations, and the attainment of profitable operations." LACK'S STORES: Has Until Aug. 15 to Propose Chapter 11 Plan ----------------------------------------------------------- The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas, extended Lack's Stores, Incorporated, et al.'s exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until Aug. 15, 2011, and Oct. 17, 2011 respectively. The Debtors had requested for exclusivity extension until Sept. 13, and Nov. 14, 2011, respectively. The Debtors related that they have a draft plan prepared, however, the requested extension will save their estates significant resources by avoiding possible premature confirmation litigation. The Debtors added that the extension will also increase the likelihood of a greater distribution to the Debtors' creditors by facilitating an orderly, efficient, and cost-effective plan process for the benefit of all stakeholders. About Lack's Stores Victoria, Texas-based Lack's Stores, Incorporated, is one of the largest, independently owned retail furniture chains in the United States. Lack's Stores is a chain of 36 retail stores and operates under the trade styles Lacks and Lacks Home Furnishings. The Company sells a complete line of furnishings for the home including furniture, bedding, major appliances and home electronics. The stores are located in South, Central, and West Texas. Lack's Stores and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 10-60149) on Nov. 16, 2010. The Debtor disclosed $182,023,008 in assets and $136,813,103 in liabilities as of the Chapter 11 filing. Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel to the Debtor. Huron Consulting Group, Inc., is the financial advisor. The Official Committee of Unsecured Creditors formed in the Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac Kenzie, Inc., is the financial advisor. LACK'S STORES: Has Until Sept. 12 to Decide on Intercompany Leases ------------------------------------------------------------------ The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas, extended Sept. 12, 2011, Lack's Stores, Incorporated, et al.'s time to assume or reject unexpired leases of nonresidential real property - intercompany leases. The deadline by which the Debtors must assume or reject unexpired leases of nonresidential real property is June 14. The Debtors related that the additional time will enable them to complete their marketing and negotiations regarding the properties and permit them to make informed decisions in a manner consistent with the their overall goals and the proper exercise of their fiduciary duties. About Lack's Stores Victoria, Texas-based Lack's Stores, Incorporated, is one of the largest, independently owned retail furniture chains in the United States. Lack's Stores is a chain of 36 retail stores and operates under the trade styles Lacks and Lacks Home Furnishings. The Company sells a complete line of furnishings for the home including furniture, bedding, major appliances and home electronics. The stores are located in South, Central, and West Texas. Lack's Stores and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 10-60149) on Nov. 16, 2010. The Debtor disclosed $182,023,008 in assets and $136,813,103 in liabilities as of the Chapter 11 filing. Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel to the Debtor. Huron Consulting Group, Inc., is the financial advisor. The Official Committee of Unsecured Creditors formed in the Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac Kenzie, Inc., is the financial advisor. LAX ROYAL: Wants Lease Decision Period Extended Beyond May 19 ------------------------------------------------------------- LAX Royal Airport Center, LP, asks the U.S. Bankruptcy Court for the Central District of California to extend for 90 days after May 19, 2011, the time in which the Debtor may reject executory contracts and unexpired leases of real property. The Debtor filed its request for an extension before the lease decision period will expire on May 19. The Debtor needs more time to discuss with the lessor to determine the amount of the ground lease payment adjustment. The Debtor says that the ground lease is subject to a payment adjustment in June 2011. The Debtor relates that the ground lease is a material asset of the bankruptcy estate and the proposed Chapter 11 plan would become infeasible without the assumption of the ground lease. The plan also seek to assume the ground lease. The Debtor adds that the requested extension will permit the confirmation of its proposed chapter 11 plan. The Debtor is represented by: Michael N. Sofris, Esq. Action Legal Team 468 North Camden Drive, Suite 200 Beverly Hills, CA 90210-4507 Tel: (310) 229-4505 About LAX Royal Airport Center, LP Los Angeles, California-based LAX Royal Airport Center, LP, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-12333) on Jan. 19, 2011. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. No request for the appointment of a trustee or examiner was made. LEGENDS GAMING: Moody's Lowers Corporate Family Rating to 'Caa2' ---------------------------------------------------------------- Moody's Investors Service lowered Legends Gaming, LLC's ratings including its Corporate Family Rating (CFR) to Caa2 from Caa1, while placing all ratings under review for possible downgrade. Ratings downgraded and placed under review for possible downgrade: -- Corporate Family Rating to Caa2 from Caa1 -- Probability of Default Rating to Caa2 from Caa1 -- $158.4 million senior secured first lien term loan due 2014 to Caa1 (LGD3, 35%) from B2 (LGD2, 29%) RATINGS RATIONALE The rating downgrades reflect Legends' increasing default or debt restructuring probability due to its weak operating performance and eroding liquidity position. Weaker-than-expected operating performance at the company's two DiamondJack casinos located in Vicksburg, MS and Bossier City, LA has increased the company's already-high financial leverage, which is expected to remain above 10x for at least the next twelve months. We expect that the negative operating trend will persist into 2011 due to softness in the overall economy and increased local competition, especially in the Vicksburg market. The rating action also reflects Moody's concerns regarding the closure of Legends' Vicksburg casino since May 9, 2011 due to the record-level flood situation in Mississippi River. Moody's believes that the closure could exacerbate Legends' already weak liquidity position if the property remains closed for an extended period and insurance proceeds do not arrive in time. As of year end 2010, the company maintained a modest unrestricted cash balance and does not have an external revolving credit facility to backstop liquidity shortfalls. Additionally, the cushion under the minimum EBITDA covenant in the company's credit agreement has become tighter due to deteriorated EBITDA and will tighten further in early 2012 due to a scheduled step-up, a hurdle that Legends might have difficulty meeting given its weak operating performance. Moody's also lowered the estimate for the family recovery rate under its Loss Given Default methodology to 45% from 50% to reflect the expected lower recovery of the senior debt holders in a distressed scenario using an estimated enterprise value based on current run-rate operating performance. As a result, the instrument debt rating was lowered by two notches to Caa1, indicating possible impairment to the debt holders in case of a debt restructuring or bankruptcy. The review for possible further downgrade considers that, while the company should be able recover some damages/losses from its insurance coverage, the negotiated nature of the claims process combined with the uncertainty of timing and amount of the receipts of insurance proceeds make it difficult for Moody's to assume that Legends will have sufficient liquidity to service its next interest payment due in June 2011. The review also reflects Moody's concern regarding the company's ability to reopen the Vicksburg property on a timely basis and to restore its operations at least to the pre-flood level taking into account the flood's potentially negative longer-term impact on the local economy and gaming demand. Ratings could be further downgraded if Moody's comes to believe that the company will not be able to make its end of June and subsequent interest payments. In addition, the ratings could be lowered if operating performance deteriorates further as the flood impact lingers, exacerbating negative topline pressure. Conversely, the rating could be confirmed at Caa2 should the company be able to demonstrate its ability to service the debt for the next 12 months and strengthen its liquidity profile. The principal methodology used in rating Legends Gaming 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. Legends Gaming, LLC, ("Legends") headquartered in Las Vegas, NV, currently owns and operates two gaming properties located in Bossier City, LA and Vicksburg, MS under the DiamondJacks Casino brand. For the twelve-month period ended December, 2010 the company generated approximately $123 million in net revenues. The company is private and does not publicly disclose financial data. LEVEL 3: S&P Rates Unit's Senior Unsecured Notes at 'CCC -------------------------------------------------------- Standard & Poor's Ratings assigned its 'CCC' issue-level rating and '6' recovery rating to Level 3 Escrow Inc.'s proposed senior unsecured notes due 2019, and immediately placed the issue-level rating on CreditWatch with positive implications. Level 3 Escrow is a newly formed direct subsidiary of Level 3 Financing Inc. and an indirect subsidiary of Broomfield, Colo.-based Level 3 Communications Inc. (Level 3). Level 3 Escrow was created to finance the company's proposed $3 billion acquisition of Global Crossing Ltd. The company intends to use proceeds from the new notes to replace a portion of the $1.1 billion senior unsecured bridge facility that will be used to refinance existing indebtedness of Global Crossing. The proceeds will be held in escrow until the proposed acquisition closes, at which point they will become the obligation of Level 3 Financing. Level 3 reported approximately $6.6 billion of total outstanding debt at Mar. 31, 2011. The ratings on parent Level 3, including the 'B-' corporate credit rating and the 'CCC' rating on existing unsecured debt, are unaffected by the proposed financing and remain on CreditWatch with positive implications, where they were placed April 11, 2011, after Level 3 announced the proposed Global Crossing acquisition. Similarly, the senior secured debt ratings at subsidiary Level 3 Financing Inc. also are unaffected and remain on CreditWatch with developing implications. "In resolving the CreditWatch, we are reviewing the companies' integration plans and the basis of their expected operating and capital spending synergies. We expect to resolve the CreditWatch on Level 3's corporate credit rating or signal our intentions by the end of June. If the outcome is an affirmation of the current 'B-' corporate credit rating, that action would occur at that time. An upgrade predicated on the completion of the acquisition may not take place until the acquisition closes, which is expected sometime in late 2011," added S&P. Ratings List Level 3 Communications Inc. Corporate credit rating B-/Watch Pos/-- Level 3 Communications Inc. Level 3 Financing Inc. Unsecured debt CCC/Watch Pos Recovery Rating 6 Level 3 Financing Inc. Senior secured debt B+/Watch Dev Recovery Rating 1 Ratings Assigned Level 3 Financing Inc. Senior unsecured note due 2019 CCC/Watch Pos Recovery rating 6 LEVELLAND/HOCKLEY: Taps 9-Members Creditors' Panel -------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6, appointed nine members to the official committee of unsecured creditors in the Chapter 11 cases of Levelland/Hockley County Ethanol LLC. The Creditors Committee members are: 1. West Texas and Lubbock Railway Daniel Marko Interim Chairman 118 South Clinton Street, Suite 400 Chicago, Illinois 60661 Tel: (312) 348-6085 Fax: (312) 466-9589 E-mail: markod@iowapacific.com 2. Oppliger Feedyard Inc. Don Oppliger - Owner P.O. Box 854, 520 CR 14 Clovis, NM 88101 Tel: (575) 389-5321 Fax: (575) 389-5324 E-mail: oppliger@3lefties.com 3. Loepky Farms John Loepky 1315 CR 313 Seminole, Texas 79360 Tel: 432-758-6383 Fax: 432-758-9903 E-mail: loepkyfarms@crosswind.net 4. Friona Wheat Growers Gregg O'Brian - CEO P.O. Box 248 103 East 5th Street Friona, TX 79035 Tel: (806) 250-3211 Fax: (806) 250-2150 E-mail: grego@frionawheatgrowers.com 5. Hansen Mueller Jack Hansen -CEO 12231 Emmet Street Omaha, NE 68164 Tel: (402) 491-3385 Fax: (402) 491-0645 E-mail: J.hansen@hmgrain.com 6. Ferm-Solutions Inc. Melissa Baker PO Box 203 Danville, KY 40423 Tel: (859) 402-8707 ext. 191 Fax: (859) 239-3040 E-mail: mbaker@ferm-solutions.com 7. Triple Nickel, Inc. Chad Nickels 808 West 19th Street Muleshoe, Texas 79347 Tel: (806) 272-7500 Fax: (806) 272-7504 E-mail: chad@cknickels.com 8. Plains Grain Company Inc. James Shannon P.O. Box 188Abernathy, Texas 79311 Tel: (806) 298-2521 Fax: (806) 298-2047 E-mail: pgc.pgrb@gmail.com 9. Nathan Segal & Co. Jack Goldfield P.O. Box 272189 Houston, Texas 77277 Tel: (800) 969-3333 Fax: (713) 823-1006 E-mail: jackg@nathansegal.com About Levelland Ethanol Levelland/Hockley County Ethanol LLC is a Texas limited liability company that owns and operates a 40 million gallon per annum Ethanol production plant located in Levelland, Hockley county, Texas. The LLC has over 100 members many of whom are local farmers, business people and civic leaders. A recent appraisal of its facility values its assets, with the Plant under full operation, at over $51.5 million. Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers at Block & Garden, LLP, in Dallas. In its petition, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in debts. LIMADI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Limadi Construction and Maintenance, Inc. dba LMD Construction PMB 065 P.O. Box 4952 Caguas, PR 00725 Bankruptcy Case No.: 11-04153 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Victor Gratacos Diaz, Esq. P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 E-mail: vgratacd@coqui.net Scheduled Assets: $445,494 Scheduled Debts: $1,378,744 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb11-04153.pdf The petition was signed by Lionel Mattei, president. LITTLE ROCK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Little Rock Hospitality, LLC c/o DHMC, Management Co. 2160 W. Grant Line Road, Suite 215 Tracy, CA 95377 Bankruptcy Case No.: 11-13381 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Eastern District of Arkansas (Little Rock) Debtor's Counsel: Basil V. Hicks, Jr., Esq. ATTORNEY AT LAW P.O. Box 5670 N. Little Rock, AR 72119-5670 Tel: (501) 301-7700 Fax: (501) 301-7999 E-mail: basil.hicks@comcast.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/areb11-13381.pdf The petition was signed by Rupinder Dhillon, member. LKQ CORP: S&P Raises CCR to 'BB+; Outlook Stable ------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Chicago-based LKQ Corp. to 'BB+' from 'BB'. The rating outlook is stable. "The upgrade reflects our view that the company's continued progress toward lower leverage (around 2x) through EBITDA expansion and reasonably steady annual cash flow generation in excess of $50 million can be sustained," said Standard & Poor's credit analyst Nancy Messer. We expect the company's EBITDA growth to be supported by continued acquisitions funded through a combination of revolving credit line borrowing and internal cash generation. Still, LKQ's improved credit measures reflect, in our opinion, its ability to effectively execute its business strategy of expanding through acquisitions without impairing earnings, cash flow, or its balance sheet. The rating reflects our continuing assessment of the company's financial risk profile and business risk profile as significant and fair," S&P stated. LKQ is the largest nationwide provider of aftermarket collision replacement products and refurbished bumper covers and wheels. The company is also the nation's largest provider in a very fragmented market for recycled light vehicle original equipment manufacturer (OEM) products and related services. The company's revenues and profits are highly dependent on decisions made by the auto insurance industry which is its indirect customer. LKQ had $559.3 million of total balance sheet debt as of March 31, 2011. The company's significant financial risk profile score reflects our belief that the company can sustain its improved financial credit measures through 2011 and into 2012 despite still-sluggish U.S. economic growth. For the twelve months ended March 31, 2011, LKQ's lease-adjusted total debt to EBITDA was 2.1x and funds from operations (FFO) to total adjusted debt was 34.5%. EBITDA interest coverage reached 8.6x at March 31, compared with 7.4x in the prior 12-month period, because of lower debt and higher EBITDA. The company's return on capital rose to 12.9% for the 12 months ended March 31. LONGVIEW POWER: S&P Gives 'B+' Rating to $590MM Term Loan --------------------------------------------------------- Standard & Poor's assigned its preliminary 'B+' rating to Longview Power LLC's (Longview) proposed $590 million term loan B due 2017. The '3' preliminary recovery rating has been assigned to the loan, indicating an expectation of meaningful (50% to 70%) recovery of principal in the event of a payment default. The outlook is stable. At the same time, the ratings on Longview's existing $1.1 billion senior secured first-lien credit facilities have been placed on CreditWatch with positive implications. The recovery expectations on these facilities has been revised to a '3' from a '2', in line with that on the new term loan. "The higher 'B+' rating on the secured debt reflects the combination of the change in the 'date certain' for completion of construction to Dec. 31, 2011 from Aug. 31, 2011, and the contribution of a debt-free, Mepco coal mining operation to the project's collateral," said Standard & Poor's Senior Director Swami Venkataraman. "These ratings will be finalized upon receipt of final documentation that is consistent with draft documents in all material respects. At that time, we will raise the rating to 'B+/Stable' on the existing senior secured facilities," added Mr. Venkataraman. The proceeds of the $590 million loan will be used to repay $540 million of the existing term loans, all of which mature in 2014 and will now have a total of $360 million outstanding after the close of this transaction. Fifty million will be used as cash collateral to create a synthetic letter of credit (LOC) facility. The existing $100 million revolving credit facility, which matures in February 2013, will be increased in size to $125 million and extended to February 2014 to mature along with the term loans. Management is proposing the restructuring in the context of a combination of ongoing construction delays at the project and weak merchant market conditions. Longview Power is a single-unit 695-megawatt (MW; net) supercritical, pulverized coal-fired electric generating facility in the PJM market, located in Monongalia County, W.Va. The project is 89.25% owned by GenPower Holdings L.P. (GenPower), a joint venture that is 10% owned by power project developer GenPower LLC and 90% owned by First Reserve Fund XI L.P. (Fund XI). Siemens Financial Services owns 10.75%. Fund XI is a $7.8 billion private equity fund sponsored by First Reserve Corp. (FRC). LTAP US: Bankruptcy Dismissed, New Filing Prohibited ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Chapter 11 case commenced in December by LTAP US LLP was dismissed by the bankruptcy court on May 20. The judge also prohibited LTAP from filing bankruptcy again for a year. Mr. Rochelle recounts that LTAP was authorized by the bankruptcy judge on April 1 to turn over assets to Wells Fargo Bank NA, the lender owed $252 million. The decision to turn over the assets and permit dismissal was the result of an opinion by the bankruptcy judge giving the bank the right to foreclose. At the same time, the judge refused to approve $40 million in financing that would have come ahead of the bank's lien. The financing was to pay premiums on life-insurance policies. About LTAP US Atlanta, Georgia-based LTAP US, LLLP, fka Life Trust Asset Pool US, LLLP, invests in, manages, and arranges for the servicing of life insurance policies. LTAP US is managed by its general partner, LT Partner, LLC, and eight limited partners. Operating since 2003, LTAP US holds 410 policies on 313 lives, with an aggregate death benefits of approximately $1.36 billion. Berlin Atlantic Capital US -- BACH -- and SLG Life Settlements LLC also provide support to the operations. SLG, a subsidiary of BACH, which is wholly owned by Berlin Atlantic Holding, is the servicer for the Policies. LTAP US filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-14125) on Dec. 22, 2010. Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy counsel. According to a court filing, the Debtor had assets of $358,781,430 and debts of $231,007,430 as of Sept. 30, 2010. MAIN STREET: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Main Street Galleria, LLC 5474 Longley Lane, Suite 200 Reno, NV 89511 Bankruptcy Case No.: 11-51672 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Stephen R. Harris, Esq. BELDING, HARRIS & PETRONI, LTD 417 W Plumb Ln Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@renolaw.biz 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 Wayne F. Baker, co-manager. MANUKA LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Manuka LLC fka LARI, LLC (Property Formerly In) 20269 E. Smoky Hill Road, Suite B61 Centennial, CO 80015 Bankruptcy Case No.: 11-22375 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Cynthia T. Kennedy, Esq. KENNEDY LAW FIRM 308 1/2 E. Simpson Street Lafayette, CO 80026 Tel: (303) 604-1600 E-mail: ctk@kennedylawyer.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Kay Corken. MARKETING WORLDWIDE: Posts $1.1 Million Net Loss in March 31 Qtr. ----------------------------------------------------------------- Marketing Worldwide Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $1.11 million on $265,354 of revenue for the three months ended March 31, 2011, compared with net income of $2.24 million on $980,261 of revenue for the three months ended March 31, 2010. The Company incurred a non-cash expense from the change in fair value of its derivative liability of $166,461 for the three months ended March 31, 2011, as compared to a non-cash gain of $3.62 million for same period last year. The Company's balance sheet as of March 31, 2011, showed $1.64 million in total assets, $4.89 million in total liabilities, $3.50 million in Series A convertible preferred stock, and a stockholders' deficit of $6.75 million. As reported in the Troubled Company Reporter on Jan. 24, 2011, Marcum LLP, in New York, expressed substantial doubt about Marketing Worldwide's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has a working capital deficiency and has suffered substantial recurring losses from operations. A full-text copy of the Form 10-Q is available for free at: http://is.gd/cTAEGy About Marketing Worldwide Based in Howell, Michigan, Marketing Worldwide Corporation operates through the holding company structure and conducts its business operations through its wholly owned subsidiaries Colortek, Inc., and Marketing Worldwide, LLC. Marketing Worldwide, LLC, is a complete design, manufacturer and fulfillment business providing accessories for the customization of vehicles and delivers its products to large global automobile manufacturers and certain Vehicle Processing Centers primarily in North America. MWW operates in a 23,000 square foot leased building in Howell Michigan. Colortek, Inc., is a Class A Original Equipment painting facility and operates in a 46,000 square foot owned building in Baroda, which is in South Western Michigan. MWW invested approximately $2 million into this paint facility and expects the majority of its future growth to come from this business. MERCANTILE BANCORP: Reports $954,000 Net Income in Q1 2011 ---------------------------------------------------------- Mercantile Bancorp, Inc., filed its quarterly report on Form 10-Q, reporting net income of $954,000 on net interest income of $5.2 million for the three months ended March 31, 2011, compared with net income of $51,000 on net interest income of $6.1 million for the three months ended March 31, 2010. For the three months ended March 31, 2011, the provision was a negative $963,000, compared with expense of $4.0 million for the same period in 2010. Income from continuing operations was $133,000 for the three months ended March 31, 2011, compared with a loss of $3.1 million for the same period in 2010. The Company's balance sheet as of March 31, 2011, showed $904.0 million in total assets, $909.3 million in total liabilities, and a stockholders' deficit of $5.3 million. As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur, Illinois, expressed substantial doubt about Mercantile Bancorp's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses resulting from the effects of the economic downturn causing its subsidiary banks to be undercapitalized and resulting in consent orders to be issued by their primary regulators. A complete text of the Form 10-Q is available for free at: http://is.gd/lX51qa Mercantile Bancorp, Inc. (NYSE Amex: MBR) -- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank holding company with wholly owned subsidiaries consisting of one bank in Illinois and one each in Kansas and Florida, where the Company conducts full-service commercial and consumer banking business, engages in mortgage banking, trust services and asset management, and provides other financial services and products. The Company also operates Mercantile Bank branch offices in Missouri and Indiana. MESA AIR: Signs Post-Effective Date Settlement With Bexar County ---------------------------------------------------------------- Reorganized Mesa Air Group, Inc., its affiliated Reorganized Debtors, and its affiliated Liquidating Debtors, and Bexar County, Texas, have reached a settlement that resolves certain claims: * Claim No. 32, which was amended and superseded by Claim No. 1499, is disallowed. * Claim No. 1499 will be allowed as a Secured Tax Claim for $356,687 against Mesa Airlines, Inc. All other amounts asserted by this claim are disallowed. Interest will be paid on Claim No. 1499 at the rate of 12% per annum commencing from January 31, 2011. * The 2011 taxes that may be owing to Bexar County, which are the subject of Claim No. 1609, will be paid in the ordinary course of the Post-Effective Date Debtors' business when liquidated and due under applicable state law. The Debtors will not be required to reserve for the payment of Claim No. 1609. Post-Effective Date Settlement of Lease Rejection Claims Reorganized Mesa Air Group, Inc., its affiliated Reorganized Debtors, and its affiliated Liquidating Debtors on the one hand, and U.S. Bank National Association, in its capacity as indenture trustee, Wells Fargo Bank Northwest, N.A., solely as owner trustee, Corre Opportunities Fund, L.P., and IBNK Leasing Corp. on the other hand have agreed to a settlement resolving certain claims arising from the rejection of certain aircraft lease agreements. Among other things, the parties agreed that: * After crediting the net proceeds from the sale of the two de Havilland DCH 8-202 aircraft, the agreed general unsecured claims related to Aircrafts 455YV and 456YV are $2,221,882 and $2,311,803. * Claim No. 1345 is reduced to $4,533,686 and is allowed as a Class 3(e) General Unsecured Claim against Mesa Airlines, Inc. Claim Nos. 1345 and 1346 are each allowed against Mesa Air Group, Inc. and Mesa Airlines. In no event will the applicable claimholder be entitled to recover more than $4,533,686 in cash or other Plan consideration on account of both claims combined. Claim Nos. 1345 and 1346 will not be subject to any further objection by any party-in- interest. * U.S. Bank consents to the expungement and disallowance of Claim Nos. 798, 805, 908, 916, 1243, 1244, 1245, 1246, 1510, and 1511. Wells Fargo consents to the disallowance of Claim Nos. 1342 and 1343. * The allowance of Claim Nos. 1345 and 1346 is in full and final satisfaction of all claims of U.S. Bank, Wells Fargo, Corre Opportunities, and IBNK related to the Aircraft. Each party will be responsible for the costs and expenses it incurred in negotiating, drafting, and executing the settlement agreement. Post-Effective Date Settlements Resolving Claims Relating to 2023 and 2024 Notes Reorganized Mesa Air Group, Inc. and its affiliated Reorganized Debtors and affiliated Liquidating Debtors and U.S. Bank National Association, as indenture trustee under (i) a certain Indenture, dated June 16, 2003, pursuant to which the senior convertible notes due June 16, 2023 were issued; and (ii) a certain indenture, dated February 10, 2004, pursuant to which the senior convertible notes due February 10, 2024 were issued. The obligations of Mesa Air Group under the Indentures, the 2023 Notes, and the 2024 Notes were guaranteed by each of the other Debtors other than Nilchii, Inc. In accordance with the procedures set forth in the Bar Date Order, the Indenture Trustee timely filed proofs of claim against Mesa Air Group and each of the other Debtors, as Guarantors, for amounts then due and owing or to become due and owing under the Indentures, the 2023 Notes, and the 2024 Notes. 2023 2024 Noteholder Noteholder Debtor Claim No. Claim No. ------ --------- ---------- Mesa Air Group, Inc. 649 648 Mesa Air New York, Inc. 642 644 Mesa In-Flight, Inc. 633 634 Freedom Airlines, Inc. 646 647 Mesa Airlines, Inc. 641 639 MPD, Inc. 637 638 Ritz Hotel Management Corp. 628 627 Regional Aircraft Services, Inc. 631 630 Air Midwest, Inc. 625 626 Nilchii, Inc. 622 621 Patar, Inc. 620 618 Mesa Air Group-Airline Inventory 652 651 Management, LLC The parties desire to resolve, solely to avoid further expense and inconvenience, and without admission of any issue of fact or law, the final allowed amount of the 2023 Noteholder Claims. * Claim No. 622 will be disallowed, and the other Claims will be allowed at $7,731,935 each. * The only distribution that will be made on the Allowed 2023 Note Claims will be on Claim No. 652 against Mesa Air Group Airline Inventory Management, provided, however, that, if the recovery on Claim No. 652 is less than 100%, distributions will be made on the other Allowed 2023 Note Claims. In no event will distributions on account of the Allowed 2023 Note Claims exceed $7,731,935 combined. With respect to the 2024 Noteholder Claims, the parties agree that: * Claim No. 621 will be disallowed. * Each of the other 2024 Noteholder Claims will be allowed in the amount of $1,970,190. * The only distribution that will be made on the Allowed 2024 Note Claims will be on Claim No. 651 against Mesa Air Group Airline Inventory Management, provided, however, that, if the recovery on Claim No. 651 is less than 100%, distributions will be made on the other Allowed 2024 Note Claims. * In no event will distributions on account of the Allowed 2024 Note Claims exceed $1,970,190 combined. The allowance of the Allowed 2023 Note Claims and the Allowed 2024 Note Claims is in full and final satisfaction of all claims of the Indenture Trustee related to the (i) Issue Price of the Notes and the original issue discount accrued as of the Petition Date, and (ii) default interest accrued from the Petition Date to but excluding the Effective Date. The distributions on the Allowed 2023 Note Claims and the Allowed 2024 Note Claims will be in full and final satisfaction, settlement, release, and discharge of, and exchange for, all obligations of the Debtors and the Post-Effective Date Debtors relating to the Note Amounts. About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Reaches Deal With Travis County on Tax Claims ------------------------------------------------------- Mesa Air Group and Travis County have entered into a Bankruptcy Court-approved agreement with respect to Travis County's Application for payment of $630,357 for property taxes associated. Among other things, the agreed order provides that Travis County's $630,357 administrative expense claim for the 2011 property taxes will be paid directly by the Debtors after the taxes are assessed in the ordinary course of the Debtors' business on or before January 31, 2012. The Debtors will have no obligation to reserve for the payment of the claim, and the claim will remain subject to the Debtors' right to contest the amount. The Post-Effective Date Committee consented to the agreed order. About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Pachulski Seeks $7.1-Million in Fees ---------------------------------------------- Four professionals hired in the Chapter 11 cases of Mesa Air Group and the Official Committee of Unsecured Creditors seek the Court's approval of their third interim and final fee applications: Professional Period Fees Expenses ------------ ------ ---- -------- Pachulski Stang Ziehl 09/01/10 - & Jones LLP 02/28/11 $2,144,969 $124,629 Debtors' counsel Pachulski Stang Ziehl 01/05/11 - & Jones LLP 02/28/11 5,048,252 274,094 Debtors' counsel Epiq Bankruptcy Systems, 11/01/10 - LLC 02/28/11 112,936 55,301 Debtors' voting and solicitation agent Macquarie Capital (USA) 09/01/10 - Inc. 02/28/11 750,000 474 Committee's financial advisor and investment banker Macquarie Capital (USA) 01/21/10 - Inc. 02/28/11 1,669,355 10,827 Committee's financial advisor and investment banker Morrison & Foerster LLP 01/13/10 - Committee's counsel 03/01/11 2,112,399 23,242 Official Committee of Unsecured Creditors: Embraer-Empresa 01/13/10 - Brasileira de 03/01/11 n/a 2,580 Aeronautica, S.A. Wilmington Trust Company 01/13/10 - 03/01/11 n/a 4,682 Air Line Pilots Asso. 01/13/10 - 03/01/11 n/a 2,725 With $142,584 of the fees already paid, Epiq seeks the payment of the remaining $25,653 in fees. Macquarie Capital also seeks payment of a $1,000,000 completion fee. * * * Judge Martin Glenn reduced $44,000 from the requested fees of Deloitte Tax LLP for the third interim period after finding certain entries too vague as well as "unreasonable and excessive." For the third interim period, Deloitte Tax sought $1,095,740 in fees and $17,953 in expenses. For the entire case, Deloitte Tax sought $2,003,421 in fees and $26,907 in expenses. About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MID-COUNTY MATERIALS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Mid-County Materials, LLC 18502 Superior Road Waynesville, MO 65583 Bankruptcy Case No.: 11-61080 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: David E. Schroeder, Esq. DAVID SCHROEDER LAW OFFICES, PC 1524 East Primrose Street, Suite A Springfield, MO 65804-7915 Tel: (417) 890-1000 Fax: (417) 886-8563 E-mail: bk1@dschroederlaw.com Scheduled Assets: $2,699,653 Scheduled Debts: $4,015,694 The Company did not file a list of creditors together with its petition. The petition was signed by Bobby Laughlin, managing member. MILACRON HOLDINGS: S&P Gives 'B' CCR; Outlook Stable ---------------------------------------------------- Standard & Poor's Rating Services assigned its 'B' corporate credit rating to Cincinnati, Ohio-based Milacron Holdings Inc. (Milacron) and 'B' issue-level rating to Milacron LLC's (a wholly owned subsidiary of Milacron) $140 million senior secured term loan due 2017. The recovery rating on this debt is '3', indicating S&P's expectation of an average recovery (50%-70%) in a default scenario. The outlook is stable. "The ratings on Milacron reflect the highly competitive and cyclical nature of the plastics-processing machinery industry in which it operates, as well as the company's weak, though recently improved, margin profile," said Standard & Poor's credit analyst Gregoire Buet. "We expect that currently positive demand trends should enable Milacron to gradually improve its financial metrics following its proposed return of capital to shareholders. We view the company's business risk profile as vulnerable, despite its well-established market position in North America and India. This more than offsets credit measures that, pro forma for the transaction, will be somewhat stronger than our expectations for the rating. Nonetheless, we consider the financial profile to be aggressive." Milacron is owned by private equity firm Avenue Capital. The company, through its wholly owned subsidiary Milacron LLC, serves the plastics-processing industries and supplies premium fluids to metalworking industries. "We view Milacron's financial risk profile as aggressive. We expect the company's financial leverage to be around 3.0x adjusted total debt to EBITDA pro forma for the new debt issuance, and funds from operations (FFO) to be more than 20%. We consider these measures to be somewhat stronger than expected for the rating, and believe they could improve over the next year towards less than 3x and 25% as end markets continue to recover. We expect the company to generate modest free cash flows that will enable key ratios to remain in line or better than our expectations for the rating, including adjusted total debt to EBITDA of about 5x and FFO to total debt in the 10%-15% range. We expect its financial policies to remain aggressive over time," S&P noted. "We could lower the ratings if adjusted debt to EBITDA weakens to more than 5x for an extended period, since this could also affect liquidity and headroom over financial covenants would likely become limited," Mr. Buet continued. "This could happen due to weaker demand and deteriorating capacity utilization among plastic producers, higher costs pressuring margins towards 5%, or significant debt-financed activities. On the other hand, if we believe Milacron can sustain its operating performance over the next few years (including credit measures at less than 3x adjusted debt to EBITDA) and its liquidity and financial policies could support a higher rating, we could consider a one-notch upgrade." NATIONAL CENTURY: VI/XII Trust Files First Quarter Report --------------------------------------------------------- VI/XII Trust Quarterly Report Ended March 31, 2011 Current Paid to Balance Quarter Date Due ------- ------- ------- A. FEES AND EXPENSES: 1. Trustee Compensation - - - 2. Fees for Attorney for Trustee - - - 3. Fee for Attorney for Debtor $169,379 $9,828,253 - 4. Other professionals 71,197 5,357,874 - 5. All expenses, including trustee 14,741 12,149,465 - B. DISTRIBUTIONS: 6. Secured Creditors - 494,353,519 - 7. Priority Creditors - - - 8. Unsecured Creditors - - - 9. Equity Security Holders - - - 10. Other Payments or Transfers 11,040 54,269,607 - ---------- ----------- ---------- Total Plan Payments $266,357 $575,958,717 - ========== =========== ========== About National Century Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- was the largest issuer of medical accounts receivable asset backed securities in the United States before it collapsed in bankruptcy in November 2002 amid allegations of widespread fraud and misappropriation of assets. To date, 10 senior executives of the company have been convicted or pled guilty to federal charges of conspiracy, securities fraud, wire fraud, and money laundering arising out of the NCFE securitization program. NCFE -- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented the Debtors. Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by National Century Financial Enterprises Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) NATIONAL CENTURY: UAT Trust Files First Quarter Report ------------------------------------------------------ Unencumbered Assets Trust Quarterly Report Ended March 31, 2011 Current Paid to Balance Quarter Date Due ------- ------- ------- A. FEES AND EXPENSES: 1. Trustee Compensation - - - 2. Fees for Attorney for Trustee - - - 3. Fee for Attorney for Debtor $65,928 $16,142,211 - 4. Other professionals 53,794 1l,790,618 - 5. All expenses, including trustee 229,261 23,384,442 - B. DISTRIBUTIONS: 6. Secured Creditors - - - 7. Priority Creditors - - - 8. Unsecured Creditors - $205,936,188 - 9. Equity Security Holders - - - 10. Other Payments or Transfers - - - ---------- ----------- ---------- Total Plan Payments $348,984 $257,253,459 - ========== =========== ========== About National Century Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- was the largest issuer of medical accounts receivable asset backed securities in the United States before it collapsed in bankruptcy in November 2002 amid allegations of widespread fraud and misappropriation of assets. To date, 10 senior executives of the company have been convicted or pled guilty to federal charges of conspiracy, securities fraud, wire fraud, and money laundering arising out of the NCFE securitization program. NCFE -- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented the Debtors. Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by National Century Financial Enterprises Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) NCH SCHERERVILLE: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: NCH Schererville, L.L.C. 2850 East Skyline Drive, Suite 200 Tucson, AZ 85718 Bankruptcy Case No.: 11-15049 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Sally M. Darcy, Esq. MCEVOY, DANIELS & DARCY P.C. Camp Lowell Corporate Center 4560 East Camp Lowell Drive Tucson, AZ 85712 Tel: (520) 326-0133 Fax: (520) 326-5938 E-mail: DarcySM@aol.com Scheduled Assets: $1,790,200 Scheduled Debts: $3,172,837 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/azb11-15049.pdf The petition was signed by Michael J. Hanson of NCH Corporation, manager-member. NEC HOLDINGS: Ace American Wants Arbitration on Cash Collateral --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg news, reports that Ace American Insurance Co., a provider of insurance for National Envelope Corp., is making a novel argument to fend off an effort by NEC to glom some of the cash Ace is holding to cover NEC's potential liabilities. At a hearing on May 27, Ace will ask the bankruptcy judge to rule that a dispute over so- called cash collateral should be sent to arbitration and not decided in bankruptcy court. Mr. Rochelle relates that NEC had workers' compensation and other insurance from Ace. To insure that NEC could pay the deductible portion of claims, NEC deposited $4.7 million cash and $3.4 million in letters of credit with Philadelphia-based Ace, Mr. Rochelle says. Mr. Rochelle discloses that having sold the assets, NEC is down to its last $1 million in cash to pay bills. It says the cash will be exhausted by August. NEC filed papers asking the bankruptcy judge to allow it to use some of the cash held by Ace. Although Ace said it may be owed $9.6 million, NEC believes the real debt is much less. Ace responded by filing an emergency motion which points out how the insurance policy says that "any dispute" goes to arbitration. Ace argues that an arbitration panel, not the bankruptcy judge, should decide the cash collateral question. NEC naturally disagrees, saying it's not proper for an arbitrator to decide core issues involving bankruptcy law. About NEC Holdings Uniondale, New York-based National Envelope Corporation was the largest manufacturer of envelopes in the world with 14 manufacturing facilities and 2 distribution centers and approximately 3,500 employees in the U.S. and Canada. NEC Holdings Corp., together with affiliates, including National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the Debtors. David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel. The Garden City Group is the claims and notice agent. Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at Pachuiski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. Morgan Joseph & Co., Inc., is the financial advisor to the Committee. NEC Holdings estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. In September 2010, National Envelope's key assets were bought in a roughly $208 million deal by The Gores Group LLC, a West Coast private equity firm that manages about $2.9 billion of capital. NEPHROS INC: Posts $707,000 Net Loss in March 31 Quarter -------------------------------------------------------- Nephros, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $707,000 on $681,000 of product revenue for the three months ended March 31, 2011, compared with a net loss of $528,000 on $989,000 of product revenue for the same period last year. The Company's balance sheet at March 31, 2011, showed $3.6 million in total assets, $867,000 in total liabilities, all current, and stockholders' equity of $2.8 million. As reported in the TCR on April 55, 2011, Rothstein, Kass & Company, P.C., in Roseland, N.J., expressed substantial doubt about Nephros, Inc.'s ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred negative cash flow from operations and net losses since inception. A complete text of the Form 10-Q is available for free at: http://is.gd/RcBSz4 Headquartered in River Edge, N.J., Nephros, Inc. (OTC: NEPH) -- http://www.nephros.com/-- is a medical device company developing and marketing filtration products for therapeutic applications, infection control, and water purification. NET ELEMENT: Incurs $20.3-Mil. Net Loss in March 31 Quarter ----------------------------------------------------------- Net Element, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $20.31 million on $78,146 of sales for the three months ended March 31, 2011, compared with a net loss of $1.02 million on $0 of sales for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $1.75 million in total assets, $2.63 million in total liabilities, and a $880,376 total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/iwKFHO About Net Element Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.) currently operates several online media websites in the film, auto racing and emerging music talent markets. Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed substantial doubt about Net Element's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses and has an accumulated deficit and stockholders' deficiency at Dec. 31, 2010. The Company reported a net loss of $3.1 million on $242 of sales for the nine-month period ended Dec. 31, 2010. The Company had a net loss of $6.6 million on $0 revenue for the twelve months ended March 31, 2010. NEW GENERATION BIOFUELS: Posts $2.3 Million Net Loss in Q1 2011 --------------------------------------------------------------- New Generation Biofuels Holdings, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.3 million on $0 revenue for the three months ended March 31, 2011, compared with a net loss of $2.9 million on $6,477 of product revenue for the same period last year. The Company's balance sheet at March 31, 2011, showed $7.1 million in total assets, $7.7 million in total liabilities, and a stockholders' deficit of $604,959. Reznick Group, P.C., in Vienna, Va., expressed substantial doubt about New Generation Biofuels Holdings' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has experienced negative cash flows from operations since inception and is dependent upon future financing in order to meet its planned operating activities. A complete text of the Form 10-Q is available for free at: http://is.gd/RD0vFf Columbia, Md.-based New Generation Biofuels Holdings, Inc., is a clean energy company deploying novel technologies to produce cleaner, renewable biofuels. The Company has rights to a portfolio of patented and patent pending technology to manufacture alternative biofuels from plant oils, animal fats and related oils, which it markets as a new class of biofuel for power generation, commercial and industrial heating, and related uses. NEXAIRA WIRELESS: Inks $300,000 Bridge Loan Pact with Centurion --------------------------------------------------------------- Nexaira, Inc., NexAira Wireless Inc.'s subsidiary, entered into a Loan Agreement with Centurion Credit Funding LLC, pursuant to which the Lender provided a $300,000 bridge loan and up to a $2.2 million revolving purchase order financing loan. The maturity date for the Bridge Loan is Oct. 24, 2011, and the maturity date for the Revolving Loan is May 16, 2012. The Company executed the Loan Agreement solely in connection with the conversion provisions of the Loan Agreement, pursuant to which any obligations owing under the Loan Agreement are convertible into shares of the Company's common stock at an conversion price equal to 70 percent of the weighted average sale price per share over the 30 day period prior to the conversion date. Outstanding advances under the Bridge Loan and the Revolving Loan bear interest at the rate of 36% per annum. Following the occurrence and during the continuance of an event of default advances bear interest at the rate of 46% per annum. The Revolving Loan provides for advances for inventory in an amount equal to the initial deposit required by a supplier in connection with the manufacture or supply of inventory. Any outstanding balance of any Deposit Revolving Advance is due and payable on the earlier of receipt of funds from the applicable customer or 120 days after the making of such Deposit Revolving Advance. The Revolving Loan also provides for advances in an amount equal to the remaining amount due to a supplier for inventory manufactured or supplied by such supplier. Any outstanding balance of any Balance Revolving Advance will be due and payable on the earlier of receipt of funds from the applicable customer or 60 days after the making of such Balance Revolving Advance. Maturity of the Bridge Loan and the Revolving Loan may be accelerated if there is an event of default, as that term is defined in the Loan Agreement. In connection with the Loan Agreement, the Company and its subsidiaries, Nexaira, Inc., and Nexaira Wireless (BC) Ltd., granted security over all of the Company's assets. The Company and its subsidiary, Nexaira Wireless (BC) Ltd., guaranteed repayment of all obligations owing under the Loan Agreement. Also in connection with the Loan Agreement, the Company issued share purchase warrants to the Lender to acquire up to 15 million shares of the Company's common stock, 4 million of which are immediately exercisable and 11 million of which become exercisable as to 1 million per month beginning on June 16, 2011, provided that there remains unpaid amounts under the Loan Agreement. All warrants become immediately exercisable if there is an event of default, as that term is defined in the Loan Agreement. Upon repayment of all obligations under the Loan Agreement, all share purchase warrants that have not yet become exercisable will expire. All warrants will be exercisable for a period of three years from the date that such warrants become exercisable. The exercise price is equal to the $0.10 subject to adjustment from time to time. About NexAira Wireless Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB: NXWI) -- http://www.nexaira.com/-- develops and delivers third and fourth generation (3G/4G) wireless routing solutions that offer speed, reliability and security to carriers, mobile operators, service providers, value added resellers (VARS) and enterprise customers. The Company's balance sheet at Jan. 31, 2011 showed $1.61 million in total assets, $4.11 million in total current liabilities and $2.50 million in total shareholders' deficit. BDO USA, LLP, in San Diego, Calif., expressed substantial doubt about Nexaira Wireless' ability to continue as a going concern. The independent auditors noted that the Company has incurred losses from operations and has negative cash flow from operations, a working capital and a net capital deficit. The Company reported a net loss of US$4.66 million on US$1.74 million of revenue for fiscal 2010, compared with a net loss of US$3.37 million on US$5.64 million of revenue for fiscal 2009. NICHOLAS HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Nicholas Homes, LLC 1003 Hampton Fall Boulevard, Apartment 221 Brownsboro, AL 35741 Bankruptcy Case No.: 11-81869 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Kevin D. Heard, Esq. HEARD ARY, LLC 307 Clinton Avenue W., Suite 310 Huntsville, AL 35801 Tel: (256) 535-0817 Fax: (256) 535-0818 E-mail: kheard@heardlaw.com Scheduled Assets: $1,335,586 Scheduled Debts: $1,580,315 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/alnb11-81869.pdf The petition was signed by Nicholas B. Johnson, managing member. NORTEL NETWORKS: Gets Court Nod to Enter into tw telecom Pact ------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved a stipulation among Nortel Networks Inc. and its debtor affiliates with tw telecom inc. for the set-off of prepetition claims owed between the parties pursuant to certain supplier contracts. tw telecom is an important internet and circuit supplier to the Debtors. As previously reported by the Troubled Company Reporter, the parties have reconciled (i) the prepetition amounts owed by NNI to tw telecom, and (ii) the invoices including prepetition amounts owed by tw telecom to NNI, and have agreed that tw telecom may set off $110,490.98 of $218,095.42 owed prepetition to NNI by tw telecom under the Agreements, against $110,490.98 owed prepetition to tw telecom by NNI under the Agreements. As part of the Stipulation, tw telecom agree to remit the remaining $107,604.44 owed prepetition to NNI without delay. The parties further agree tw telecom's Claim No. 432 for $110,490.09 against NNI is deemed withdrawn with prejudice upon the entry of the Court's ruling on the stipulation. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. In March 2009, the U.S. Bankruptcy Court entered an order approving the sale of the Layer 4-7 assets to Radware Ltd. as the successful bidder at auction. In July 2009, Nortel sold its CDMA and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ). In September 2009, the Court Nortel sold its Enterprise Solutions business to Avaya Inc. In October 2009, the Court approved the sale of assets associated with Nortel's Next Generation Packet Core network components to Hitachi, Ltd. On Dec. 2, 2009, the Court approved the sale of assets associated with Nortel's GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and Kapsch Carriercom AG. In December 2009, the Debtors sold their Metro Ethernet Networks business to Ciena Corporation. In March 2010, Nortel sold its Carrier Voice Over IP and Application Solutions business to GENBAND Inc. In September 2010, Nortel sold its Multi-Service Switch business to Ericsson. Nortel Networks filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTEL NETWORKS: Gets Court Nod to Sell Texas Campus for $43MM -------------------------------------------------------------- Judge Kevin Gross has granted Nortel Networks Inc., et al., authority to sell a Richardson, Texas campus to Pillar Commercial, LLC, for approximately $43 million. The Campus is located at the premises at 2201 and 2221 Lakeside Boulevard, in Richardson, Texas. As related by the Troubled Company Reporter on Apr. 27, 2011, at the closing, Nortel will license certain space at the Property back from Pillar to fulfill Nortel's ongoing need for space at the Property. Under the Nortel License Agreement, Nortel will license approximately 41,000 square feet of the Premises from the Closing until Dec. 31, 2011. Nortel will pay Pillar a set fee representing the parties' estimate of Nortel's portion of operating expenses for the duration of the license term. Nortel will not pay any "base rent." The Nortel License provides that Nortel is entitled to surrender licensed space to Pillar and to decrease the fee paid to Pillar under the agreement accordingly. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. In March 2009, the U.S. Bankruptcy Court entered an order approving the sale of the Layer 4-7 assets to Radware Ltd. as the successful bidder at auction. In July 2009, Nortel sold its CDMA and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ). In September 2009, the Court Nortel sold its Enterprise Solutions business to Avaya Inc. In October 2009, the Court approved the sale of assets associated with Nortel's Next Generation Packet Core network components to Hitachi, Ltd. On Dec. 2, 2009, the Court approved the sale of assets associated with Nortel's GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and Kapsch Carriercom AG. In December 2009, the Debtors sold their Metro Ethernet Networks business to Ciena Corporation. In March 2010, Nortel sold its Carrier Voice Over IP and Application Solutions business to GENBAND Inc. In September 2010, Nortel sold its Multi-Service Switch business to Ericsson. Nortel Networks filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTEL NETWORKS: Proposes Allocation Protocol for $3.7BB Proceeds ----------------------------------------------------------------- Nortel Networks Inc., its debtor affiliates, and Official Committee of Unsecured Creditors seek the establishment of an allocation protocol of an expected $3.7 billion in proceeds from the sales of Nortel assets. Various Nortel entities have sold certain assets during the pendency of the Nortel bankruptcy proceedings. Recently, the Debtors are noted to selling their remaining patent portfolio to an affiliate of Google Inc. for $900 million. After the consummation of this deal, total sale proceeds for the Nortel assets are expected to total approximately $3.7 billion. In June 2009, the Selling Debtors agreed to escrow sale proceeds pursuant to an Interim Funding and Settlement Agreement. Since the, the involved parties and their creditor constituencies engaged in efforts in an attempt to reach a consensual resolution on the allocation of the Sale Proceeds, but the Selling Debtors have reached an impasse on the matter. Accordingly, the Debtors and the Creditors Committee prepared their own version of a sales allocation protocol and is currently seeking Court approval of that protocol. The proposed Allocation Protocol sets forth procedures for the allocation of sale proceeds among the Nortel selling entities. Creditor claims, including intercompany claims, are not covered by the proposed Protocol. The proposed Protocol identifies parties entitled to participate in the allocation-related hearings in the U.S. and Canadian courts. It also provides that the U.S. and Canadian court will determine the procedures that will govern the Allocation Protocol Hearings and related Allocation Protocol Discovery. A full-text copy of the proposed Allocation Protocol is available for free at http://bankrupt.com/misc/Nortel_AllocationProtocol.pdf About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. In March 2009, the U.S. Bankruptcy Court entered an order approving the sale of the Layer 4-7 assets to Radware Ltd. as the successful bidder at auction. In July 2009, Nortel sold its CDMA and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ). In September 2009, the Court Nortel sold its Enterprise Solutions business to Avaya Inc. In October 2009, the Court approved the sale of assets associated with Nortel's Next Generation Packet Core network components to Hitachi, Ltd. On Dec. 2, 2009, the Court approved the sale of assets associated with Nortel's GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and Kapsch Carriercom AG. In December 2009, the Debtors sold their Metro Ethernet Networks business to Ciena Corporation. In March 2010, Nortel sold its Carrier Voice Over IP and Application Solutions business to GENBAND Inc. In September 2010, Nortel sold its Multi-Service Switch business to Ericsson. Nortel Networks filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTEL NETWORKS: Completes $43 Mil. Sale With Pillar Commercial --------------------------------------------------------------- Jennifer Duell Popovec at GlobeSt.com, citing court documents, reports that Nortel Networks Corp. has finalized the sale of the two-building property. Dallas-based Pillar Commercial acquired the 17.5-acre campus for $43.l million. According to the report, the sale of its campus, located at 2201- 2221 Lakeside Blvd. in Richardson's Telecom Corridor, is one of the final pieces of its global liquidation. The campus includes a 16-story office building plus a research and development facility. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. So far, Nortel has raised $3.2 billion by selling its operations as it prepares to wind up a two-year liquidation due to insolvency. Nortel Networks has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. In June 2011, Nortel will auction off its remaining patent portfolio. Google Inc. is the lead bidder with a $900 million offer. NORTH AMERICAN: Obtains Court Approval of Bank Lenders Settlement ----------------------------------------------------------------- North American Petroleum Corporation USA sought and obtained permission from Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to enter into a settlement agreement with Equal Energy U.S. Inc. and its related affiliates, and Texas Capital Bank, N.A. and Compass Bank, all lenders to the Credit Agreement. After weeks of negotiations, Equal, the Debtors and the Lenders have now reached agreement on the key terms of a settlement and associated asset transfer transaction. Upon closing of the settlement, the Debtors will be positioned to move forward with a chapter 11 plan of reorganization, which they expect will provide substantial recovery to unsecured creditors and reinstate existing equity holders' interests, says Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzenburg LLP, in Wilmington, Delaware, told Judge Sontchi. The Settlement Agreement will provide for full and final resolution of all claims asserted among the parties and satisfy the Lenders' outstanding prepetition claims against the Debtors. In connection with the Settlement Agreement, the Debtors are also authorized to consummate an asset purchase agreement with Equal, which will transfer a substantial portion of the Debtors' Oklahoma-based assets to Equal for $93.5 million. Settlement Agreement The material terms and conditions of the Settlement Agreement include * The Settlement Agreement memorializes the parties' resolution of outstanding claims and is contingent upon the Debtors' transfer of their Oklahoma assets to Equal in exchange for cash consideration pursuant to the Equal APA. * Equal, the Debtors and the Lenders each will mutually grant each of the other two parties to the Settlement Agreement a release of all claims, including those arising under the Capital Recovery Agreement, that certain farmout agreement dated March 1, 2006 and that certain joint operating agreement dated March 1, 2006, as well as claims relating to the Credit Agreement and any claims arising in the Adversary Proceeding. * Within one business day of the effective date of the Settlement Agreement, the parties agree to file a joint notice with the Court dismissing the Adversary Proceedings. * The Debtors intend to transfer substantially all of their Oklahoma-based assets to Equal in exchange for $93.5 million cash less certain amounts asserted by Equal, in an amount not less than $5.8 million, that are owed to Equal for certain joint interest billing statements under the JOA and certain other adjustments as provided for in the Equal APA. Upon closing of the Equal AP A, the consideration from Equal under the Equal APA will be indefeasibly and irrevocably paid to the Escrow Agent for the exclusive benefit of the Lenders, and simultaneously will be paid to Lenders by the Escrow Agent. * Simultaneously with the execution and delivery of a conveyance of the assets transferred by the Debtors under the Equal APA, the Debtors will (a) irrevocably and indefeasibly pay to the Lenders the difference between the Equal APA Consideration and the $98.0 million (inclusive of currently suspended revenues on deposit at Texas Capital Bank, N.A.), (b) irrevocably and indefeasibly transfer to the Lenders 70% of the Debtors' rights to certain state tax refunds and (c) instruct the Escrow Agent to deliver to the Lenders all funds received from Equal pursuant to the Equal APA. The transfers will be in full and final settlement, satisfaction, release and waiver of any and all claims of the Lenders against the Debtors. * The Settlement Agreement is subject to certain conditions to closing, including approval by the Court of the Settlement Agreement and the Equal APA, continued stay of the Adversary Proceedings, required delivery of documents and funds for closing of the Equal APA and irrevocable and indefeasible delivery to the Lenders of $98.0 million in cash and transfer to the Lenders of the tax rebates. In addition, the Settlement Agreement will be null and void unless the effective date of the settlement does not occur on or before June 1, 2011. Equal APA The salient terms of the Equal APA are: (1) The Debtors will transfer to Equal, free and clear of all claims, liens and other encumbrances, all rights, title and interest in all assets owned by the Debtors in Oklahoma relating to lands, equipment and inventory associated with NAPCUS' previous participation under the Farmout Agreement with Equal. (2) Equal will transfer to the Debtors $93.5 million cash, as adjusted for certain amounts asserted by Equal, in an amount not less than $5.8 million, and that are owed to Equal for certain joint interest billing statements under the JOA and certain other adjustments as provided for in the Equal APA. (3) In the event that closing of the Equal APA occurs after July 1, 2011, the consideration to be paid to the Debtors will be reduced by the estimated net operating income estimated reasonably and in good faith by Equal and in accordance with prudent industry practice and historical calculations regarding the transferred assets attributable to the transferred assets for the period following the Effective Date. In the event that closing of the Equal APA occurs prior to July 1, 2011, the Debtors will, notwithstanding the closing, continue to be entitled to the proceeds of production from the transferred assets through July 1, 2011 and will remain liable for taxes and certain other liabilities attributed to the transferred assets through July 1, 2011. (4) Equal will assume any and all liabilities attributable to the ownership, operation or use of the Purchase Properties, after July 1, 2011, other than those released or waived under the Settlement Agreement. (5) The Debtors and Equal will execute an operating agreement with respect to certain uphole "Shallow Rights" (defined as all right, title, and interest in the oil, gas and other minerals from the surface of the earth to the stratigraphic equivalent of the base of the Mississippi common source of supply, located in Grant County, Oklahoma), so that Equal and NAPCUS will jointly share those uphole interests with respect to the interests held by Equal at that time of NAPCUS drilling and earning under the Farmout Agreement on an equal basis. In addition, the Debtors and Equal will execute new joint operating agreements for each drilling spacing unit designating NAPCUS as the operator of these uphole zones. (6) Pursuant to the Equal APA, the Debtors will assume, to the extent not previously assumed, pursuant to Section 365(a) of the Bankruptcy Code and assign, pursuant to Sections 363(b) and (m) and 365(f) of the Bankruptcy Code, certain Assigned Contracts. All cure amounts for those Assigned Contracts will be paid by Equal prior to the assumption and assignment thereof, unless otherwise agreed to by Equal and the contract counterparty. (7) Subject to Equal's payment of the Escrow Deposit, upon execution of the Equal APA, the Debtors agreed to suspend all marketing efforts unless otherwise ordered by the Court or to fulfill the Debtors' fiduciary duties. The Lenders have calculated that their outstanding principal, default interest, attorneys' fees, and costs currently exceed $113 million. Under the Settlement Agreement, the Lenders are to be paid $98 million cash on the Settlement Agreement effective date and receive an assignment of certain tax refunds/rebates estimated to pay approximately $3 million over three years beginning in July 2012. In other words, the Lenders are accepting a discount of over $12 million. All objections to the Debtors' Motion that have not been withdrawn, and all reservations of rights are hereby overruled on the merits, the bankruptcy judge ruled. The Official Committee of Unsecured Creditors objected to the Debtors' Motion. The Committee commented that the Settlement represents a significant reduction in benefit to the Debtors' estates, thus, it opposed the Settlement. Subsequently, the Committee and the Debtors engaged in discussions and reviewed analysis prepared by the Debtors relating to the Debtors' remaining assets following approval of the Debtors' Motion, and the allocation of assets for reorganization purposes, including the amount and availability of assets to satisfy allowed claims of unsecured creditors with the NAPCUS case. As a result, and based upon, those discussions and other information provided by the Debtors, indicating that, following approval of the Debtors' Motion and closing of the settlement and sale and entry of certain claim holder agreements, sufficient cash will be available to be allocated under the Plan of Reorganization discussed with the Committee to pay in full in cash all allowed secured creditors with the NAPCUS and Prize Petroleum cases who elect, under that plan, to be paid in cash, and thus rendering the Objection moot and withdrawn. About North American Petroleum Denver, Colorado-based North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Ltd. North American Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No. 10-11707) on May 25, 2010. In its schedules, North American Petroleum disclosed $140,678,983 in total assets and $125,595,183 in total liabilities as of the Petition Date. The Debtor's affiliate, Prize Petroleum LLC, filed a separate Chapter 11 petition on May 25, 2010 (Case No. 10-11708). Prize Petroleum scheduled $121,945,092 in liabilities. These cases are being jointly administered for procedural purposes, under the case docket for North American Petroleum Corporation USA, Case No. 10-11707. On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of North American Petroleum Corporation USA and Prize Petroleum, LLC, filed a petition in the U.S. Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of the Bankruptcy Code (Case No. 10-12608). On Sept. 10, 2010, the Bankruptcy Court granted permission for Petroflow's Chapter 11 case to be jointly administered with those of its two Chapter 11 debtor-affiliates. On September 17, 2010, Petroflow received recognition of the U.S. Chapter 11 proceedings from the Alberta Court of Queen's Bench under the Companies' Creditors Arrangement Act in Canada. In its petition, Petroflow disclosed assets and debts of between $100 million and $500 million each. David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as lead bankruptcy counsel. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R. Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadephia, Pa., serve as the Debtors' co-counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' notice, claims and balloting agent. NORTH MIA: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------- Debtor: North Mia Investments, LLC 2665 South Bayshore Drive, Suite 703 Miami, FL 33133 Bankruptcy Case No.: 11-24100 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtor's Counsel: Brett M. Amron, Esq. BAST AMRON LLP 1 SE 3 Avenue, #1440 Miami, FL 33131 Tel: (305) 379-7904 Fax: (305) 379-7905 E-mail: bamron@bastamron.com Scheduled Assets: $2,724,380 Scheduled Debts: $6,670,386 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flsb11-24100.pdf The petition was signed by James Angleton, secretary/treasurer of First Tier Management, Inc., manager. ONE RENAISSANCE: U.S. Trustee Unable to Form Committee ------------------------------------------------------ The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102 has not been appointed because an insufficient number of persons holding unsecured claims against One Renaissance, LLC have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. Raleigh, North Carolina-based One Renaissance, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11- 01793) on March 9, 2011. Jason L. Hendren, Esq., at Hendren & Malone, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. PAC BEACON: Fitch Downgrades Class III Revenue Bonds to 'BB' ------------------------------------------------------------ Fitch Ratings has downgraded these classes of Pacific Beacon LLC, military housing taxable revenue bonds (Naval Base San Diego Unaccompanied Housing Project), 2006 series A (the bonds): -- $187 million class I bonds to 'AA-' from 'AA'; -- $64 million class II bonds to 'A-' from 'A' ; -- $56 million class III bonds to 'BB' from 'BBB-'. The bonds have been removed from Rating Watch Negative and a Stable Outlook has been assigned to the class I and class II bonds and a Negative Outlook assigned to the class III bonds. Rating Rationale: The ratings on the three classes are being downgraded based on the reduced debt service coverage projected when the 2011 budget is incorporated at 1.71 times (x), 1.29x and 1.06x. Total debt service on the bonds as originally planned is scheduled to increase dramatically to $20 million in 2012 (from $16.3 million in 2010) as bond principal starts to amortize in 2011 and the property will begin paying property management fees in 2012 after being waived in 2010 and 2011. Despite the fact that failure to pay principal and interest when due on the class II and class III bonds is not a legal event of default, the absence of a cash- funded debt service reserve fund detracts from bondholder security for all classes of bonds; however, the class III bonds are most vulnerable to this fact. The class III bonds are being assigned a Negative Outlook based on the fundamentals of the subject property that will prevent it from achieving revenue and debt service coverage ratios that were initially projected at underwriting. Current project operating data for year end 2010 demonstrated net operating income (NOI) below the revised budget for 2010 that reflected higher utilities and marketing expenses. When compared to the original pro forma for 2010, operation expenses were 20% higher in 2010 than originally projected. Key Rating Drivers for Class I and II Bonds: -- Occupancy levels and the rank of the tenant base which determines Basic Allowance for Housing (BAH) levels and the rental rates captured by the project. Management reports that the project experiences nearly 100% turnover per year which is largely driven by the deployment of existing tenants; -- Management's ability to realize lower project operating expenses; -- An increase in the percentage of BAH allowed for the project per the Department of Defense, which could potentially increase revenue to the project and, in turn, bond debt service coverage ratios; -- Future annual fluctuations in BAH rates for the San Diego market area; -- The fact that the recapitalization fund is currently not being funded on an annual basis, which may have a long-term impact on the project's physical condition in the future; -- Project is currently deferring property management fees (which are scheduled to begin in 2012) and it is currently accruing $5 million in deferred fees. What Could Trigger a Downgrade on Class III Bonds: -- A material decrease in BAH for the San Diego market area in 2012; -- Management's inability to maintain current occupancy levels and/or control project operating expenses. Security: The bonds are special limited obligations of the issuer primarily secured by pledged revenues from the operation of the unaccompanied housing project known as Pacific Beacon at the San Diego Naval Base. Credit Summary: The project, which is located at Naval Base San Diego, consists of 1,199 units made up of Pacific Beacon (1,882 beds) and Palmer Hall (1,032 beds) and operates under the name Pacific Beacon. The original scope included upgrading and renovating existing two- bedroom residential units at Palmer Hall and the construction of three new buildings/towers known as Pacific Beacon with two- bedroom units. The project includes a fitness facility, a multiuse area and parking. The project is currently 94% occupied and demonstrated 92% occupancy for the 12-month period ending December 2010. The 2011 budget for the property has been revised to reflect reduced economic occupancy levels and increased operating expenses. The revised projections incorporated a 7% vacancy assumption, assumed no change in BAH and demonstrated the following expectation for reduced debt service coverage ratios for 2011: -- Class I bonds: 1.71x -- Class II bonds: 1.29x -- Class III bonds: 1.06x In 2011, bond debt service as originally planned is scheduled to begin amortizing principal, and debt service increases to $20 million in 2012. This is a dramatic increase in debt service from 2010 when it was $16.3 million. When 2012 debt service is applied to the 2010 NOI for the project and no additional vacancy stress is applied, debt service coverage declines to 1.54x, 1.16x and 0.95x, respectively. The Department of Defense has the ability (but is not required) to distribute a higher percentage of the BAH to the E4 and below service members who occupy this project. Currently 90% of the beds are leased to service members with a rank of E4 or below. Management reports that it does not expect that the large percentage of beds being leased to this segment of the service member population will change in the near future. The transaction maintains a surety bond for the debt service reserve fund (DSRF) sized at maximum annual debt service from MBIA. Fitch does not assign any value to the MBIA surety bond and does not rely on its presence in the event of project financial deterioration. In addition, there is an excess collateral agreement in place in the amount of $10 million which acts as a line of credit to the project from Merrill Lynch (rated 'A+/F1+'; Negative Outlook by Fitch) with a wrap from AIG (rated 'BBB'; Stable Outlook). At this time the surety bond and excess collateral agreement providers have had their creditworthiness downgraded or withdrawn completely since the issuance of the bonds. As a result, Fitch no longer gives any credit in the analysis to those agreements. PARK SAHARA: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Park Sahara Incorporated 1901 Avenue of the Stars, Suite 390 Los Angeles, CA 90067 Bankruptcy Case No.: 11-32449 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Barry Russell Debtor's Counsel: Robert H. Bisno, Esq. 9255 Sunset Boulevard, Suite 920 Los Angeles, CA 90069 Tel: (310) 277-3670 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb11-32449.pdf The petition was signed by Barry P. King, chief executive officer. PAYMENT DATA: Incurs $144,000 Net Loss in First Quarter ------------------------------------------------------- Payment Data Systems, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $144,017 on $785,262 of revenue for the three months ended March 31, 2011, compared with a net loss of $140,055 on $602,488 of revenue for the same period a year ago. The Company's balance sheet at March 31, 2011, showed $1.14 million in total assets, $1.32 million in total liabilities, all current, and a $181,134 total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Bl6ZIY About Payment Data Systems San Antonio, Tex.-based Payment Data Systems, Inc. provides integrated electronic payment processing services to merchants and businesses, including credit and debit card-based processing services and transaction processing via the Automated Clearinghouse Network. The Company also operates an online payment processing service for consumers under the domain name http://www.billx.com/through which consumers can pay anyone. The Company reported a net loss of $464,168 on $2.62 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $803,526 on $3.22 million of revenue during the prior year. As reported by the TCR on April 25, 2011, Akin, Doherty, Klein & Feuge, P.C., San Antonio, Texas, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has incurred substantial losses since inception, which has led to a deficit in working capital. PJ FINANCE: Wants Cash Use; Lender Wants Dismissal -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that PJ Finance Co. LLC and the secured lender filed more papers in their court battle over approval to use cash on one hand or dismissal of the case on the other. Torchlight Loan Services LLC, the special servicer for $475 million in mortgage-backed securities, contends that PJ's proposed financing is nothing except an effort to "entrench insiders" and "maintain control of the case," according to Mr. Rochelle. Torchlight alleged in its motion to dismiss that the Chapter 11 case was not filed in good faith. The lender argued that the bankruptcy petition was meant to "obtain tactical litigation advantages." According to the report, PJ responded by saying that the financial condition was so "dire" that it adopted a policy of paying utility bills only when threatened with shutoff. PJ says reorganization isn't hopeless because it "recently received" a commitment to invest $42 million to serve as the foundation for a reorganization plan. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688). Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, represent the official committee of unsecured creditors as lead counsel. Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). PJ Finance said it has a commitment for Gaia Real Estate Investments LLC to invest $42 million and serve as the foundation for a reorganization plan. POSITRON CORP: Incurs $735,000 Net Loss in First Quarter -------------------------------------------------------- Positron Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q, reporting a net loss of $735,000 on $2.87 million of revenue for the three months ended March 31, 2011, compared with a net loss of $3.26 million on $467,000 of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $4.09 million in total assets, $4.32 million in total liabilities, all current, and a $234,000 total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/vTFlrL About Positron Corporation Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. The Company reported a net loss of $10.92 million on $4.62 million of sales for the year ended Dec. 31, 2010, compared with a net loss of $5.75 million on $1.44 million of sales during the prior year. As reported by the TCR on April 6, 2011, Sassetti LLC, in Oak Park, Illinois, noted that the Company has a significant accumulated deficit which raises substantial doubt about its ability to continue as a going concern. POWER EFFICIENCY: Incurs $302,312 Net Loss in March 31 Quarter -------------------------------------------------------------- Precision Optics Corporation, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $302,312 on $495,423 of revenue for the three months ended March 31, 2011, compared with a net loss of $131,368 on $850,939 of revenue for the same period during the prior year. The Company also reported a net loss of $791,109 on $1.61 million of revenue for the nine months ended March 31, 2011, compared with a net loss of $607,616 on $2.16 million of revenue for the same period a year ago. The Company's balance sheet at March 31, 2011, showed $1.33 million in total assets, $2.27 million in total liabilities, all current, and a $940,471 total stockholders' deficit. The Company has sustained recurring net losses and negative cash flows from operations for several years. The Company and certain Officers and Directors have agreed that deferred officers' salaries and director consulting expenses accrued at March 31, 2011, will be settled by issuing 245,326 shares of restricted common stock rather than by cash payments. These deferred amounts are included in the Company's current liabilities at March 31, 2011, totaling $674,645. These factors raise substantial doubt about the Company's ability to continue as a going concern. As previously reported, Stowe & Degon LLC, in Westborough, Mass., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's results for fiscal 2010. The independent auditors noted that the Company has suffered recurring net losses and negative cash flows from operations. The Company has sustained recurring net losses for several years. As of June 30, 2010, the Company has an accumulated deficit of $38.4 million. As of June 30, 2010, cash and cash equivalents were $416,040, accounts receivable were $505,200, and current liabilities were $2.1 million. The Company anticipates that deferred officers' salaries and director consulting expenses accrued at June 30, 2010, will be settled by issuing restricted common stock rather than by cash payments. These deferred amounts included in current liabilities at June 30, 2010, total roughly $574,000. A full-text copy of the Form 10-Q is available for free at: http://is.gd/lCZzMe About Precision Optics Gardner, Mass.-based Precision Optics Corporation, Inc. (OTC BB: PEYE) -- http://www.poci.com/-- designs, develops, manufactures and sells specialized optical systems and components and optical thin-film coatings. The Company conducts business in one industry segment only and its customers are primarily domestic. The Company's products and services fall into two principal areas: (i) medical products for use by hospitals and physicians; and (ii) advanced optical system design and development services and products used by industrial customers. PRIMEDIA INC: S&P Revises Watch Implications on 'B' CCR to Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services revised the CreditWatch implications on its 'B' corporate credit rating for Norcross, Ga.- based PRIMEDIA Inc. to negative from developing. The ratings remain on CreditWatch, where they were initially placed on Jan. 12, 2011, when the company announced that it was exploring strategic alternatives. "The revised CreditWatch listing reflects our view that a potential acquisition by private equity firm TGP Capital LP could weaken PRIMEDIA's credit metrics because of likely higher debt balances used to fund the potential acquisition," said Standard & Poor's credit analyst Chris Valentine. "PRIMEDIA's financial risk profile would weaken in light of the company's declining revenues and challenges in improving profitability." For the first quarter of 2011, revenue decreased 8.9% while EBITDA (including restructuring costs) was up 32% because of an 11.6% reduction in operating expenses and significantly lower restructuring costs year over year. The ratio of lease-adjusted debt to EBITDA (including restructuring charges) improved to roughly 4.1x for the 12 months ended March 31, 2011, down from 7.2x for the same period in 2010, which was hurt by large restructuring costs. "We view ongoing real estate market instability, weak fundamentals surrounding the Distributech business, and a narrow business platform as key business risks, which causes us to view PRIMEDIA businesses as less sustainable than other media businesses. We expect revenue and EBITDA declines could limit further reduction of debt if revenue continues to drop. Increasing debt in the capital structure could lead to a lower rating," S&P related. "In resolving the CreditWatch listing, we expect to meet with management and review the new capital structure, liquidity profile, and financial policy," said Mr. Valentine. "At that time we would likely either affirm or lower ratings, depending on those factors." PROVISION HOLDING: Enters Into Location Agreement with Rite Aid --------------------------------------------------------------- Provision Interactive Technologies, Inc., the operating subsidiary of Provision Holding, Inc., entered into a Location Agreement with Rite Aid Headquarters, Corp. Pursuant to the Agreement, Rite Aid has agreed to allow PITI to place 3D holographic based kiosks in all Rite Aid retail stores for the purposes of displaying advertisements, promotions, sweepstakes, samples, coupons and other consumer based or Rite Aid programs that the parties may agree on. The term of the Agreement is three years from the first month following the date of full installation, and will renew automatically at the end of the three-year term. Pursuant to the Agreement, PITI will have the exclusive right to sell advertising on the 3D Kiosks, and will be the sole provider of 3D and all agreed upon 2D digital signage, interactive and non- interactive, in each Rite Aid location housing a 3D Kiosk. PITI will be responsible for the installation, technical support, and network management of each 3D Kiosk. Rite Aid will be responsible for providing a suitable location for each 3D Kiosk at the front entrance of the store, as well as providing in-store support and marketing support for each 3D Kiosk. Rite Aid also has the right to add programs to utilize the 3D Kiosk as a portal for Rite Aid branded programs. About Provision Holding Based in Chatsworth, Calif., Provision Holding, Inc., is focused on the development and distribution of its patented three- dimensional, holographic interactive displays focused at grabbing and holding consumer attention particularly and initially in the advertising and product merchandising markets. The Company's balance sheet at Dec. 31, 2010, showed $1.3 million in total assets, $5.8 million in total liabilities, and a stockholders' deficit of $4.5 million. As reported in the Troubled Company Reporter on Nov. 23, 2010, Farber Hass Hurley LLP, in Camarillo, California, expressed substantial doubt about Provision Holding, Inc.'s ability to continue as a going concern, following the Company's fiscal year ended June 30, 2010. The independent auditors noted that the Company has incurred significant losses in 2010 and 2009 and has negative working capital of $4.3 million. PROVISION HOLDING: Delays Filing of Quarterly Report on Form 10-Q ----------------------------------------------------------------- Provision Holding, Inc., notified the U.S. Securities and Exchange Commission that it has encountered a delay in assembling the information, in particular its financial statements for the quarter ended March 31, 2011, required to be included in its March 31, 2011, Form 10-Q Quarterly Report. The Company expects to file its March 31, 2011, Form 10-Q Quarterly Report with the U.S. Securities and Exchange Commission within 5 calendar days of the prescribed due date. About Provision Holding Based in Chatsworth, Calif., Provision Holding, Inc., is focused on the development and distribution of its patented three- dimensional, holographic interactive displays focused at grabbing and holding consumer attention particularly and initially in the advertising and product merchandising markets. The Company's balance sheet at Dec. 31, 2010, showed $1.3 million in total assets, $5.8 million in total liabilities, and a stockholders' deficit of $4.5 million. As reported in the Troubled Company Reporter on Nov. 23, 2010, Farber Hass Hurley LLP, in Camarillo, California, expressed substantial doubt about Provision Holding, Inc.'s ability to continue as a going concern, following the Company's fiscal year ended June 30, 2010. The independent auditors noted that the Company has incurred significant losses in 2010 and 2009 and has negative working capital of $4.3 million. RADIANT OIL: Delays Filing of First Quarter Form 10-Q ----------------------------------------------------- Radiant Oil & Gas, Inc., informed the U.S. Securities and Exchange Commission that it is unable to file its quarterly report on Form 10-Q for the period ended March 31, 2011, within the prescribed time period due to its difficulty in completing and obtaining required financial and other information without unreasonable effort and expense. About Radiant Oil & Gas Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop, produce, and acquire oil and natural gas properties along the Gulf Coasts of Texas and Louisiana and on the Outer Continental Shelf of the United States. The Company reported a net loss of $2.97 million on $169,649 of oil and gas revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.27 million on $106,502 of oil and gas revenue during the prior year. MaloneBailey LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has recurring losses from operations and has a working capital deficit. REALMEX RESTAURANTS: Anthony DiLucente Resigns from Board --------------------------------------------------------- Effective May 10, 2011, Anthony DiLucente, who represented a certain shareholder, has resigned from Real Mex Restaurants' Board of Directors in order to accommodate the appointment of Donald V. Roach, who represents a certain shareholder. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. The Company operated 183 restaurants as of March 28, 2010, of which 152 were located in California and the remainder were located in 12 other states, primarily under the trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and Acapulco Mexican Restaurant Y Cantina(R). In addition, the Company franchised or licensed 34 restaurants in 12 states and two foreign countries as of March 28, 2010. The Company's other major subsidiary, Real Mex Foods, Inc., provides internal production, purchasing and distribution services for the restaurant operations and also provides distribution services and manufactures specialty products for sale to outside customers. The Company's balance sheet at June 27, 2010, showed $248.39 million in total assets, $252.29 million total liabilities, and a $3.89 million stockholders' deficit. * * * As reported by the TCR on Sept. 2, 2010, Moody's Investors Service affirmed Real Mex Restaurant Inc.'s Speculative Grade Liquidity rating at SGL-3. Real Mex's long term ratings, including its Caa2 Corporate Family Rating, and stable outlook are unaffected by the announcement. According to Moody's, Real Mex's Caa2 CFR continues to reflect the challenges Real Mex will face to reverse its revenue decline primarily driven by the ongoing, albeit somewhat decelerated, negative same store sales trend, in a very difficult operating environment for casual dining concepts. The rating also incorporates the company's high financial leverage, poor interest coverage and weak free cash flow generation. RG COLLING: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: RG Colling, LLC 11601 Pellicano Dr., Unit C-16 El Paso, TX 79936 Bankruptcy Case No.: 11-30942 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: H. Christopher Mott Debtor's Counsel: Sidney J. Diamond, Esq. DIAMOND LAW 3800 N Mesa B-3 El Paso, TX 79902 Tel: (915) 532-3327 Fax: (915) 532-3355 E-mail: usbc@sidneydiamond.com 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/txwb11-30942.pdf The petition was signed by Randal G. Colling, president. RIVER HAWK: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: River Hawk Aviation, Inc. fdba Viva International, Inc. 3103 9th Avenue Dr., NW Hickory, NC 28601 Bankruptcy Case No.: 11-50641 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court Western District of North Carolina (Wilkesboro) Judge: J. Craig Whitley Debtor's Counsel: Richard M. Mitchell, Esq. MITCHELL & CULP, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 E-mail: rmmatty@mitchellculp.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb11-50641.pdf The petition was signed by Calvin Humphrey, secretary. RUBBER WHOLESALERS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Rubber Wholesalers, Inc. P.O. Box 128 Ranger, GA 30734 Bankruptcy Case No.: 11-41777 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Rome) Debtor's Counsel: Evan M. Altman, Esq. 8325 Dunwoody Place, Building 2 Atlanta, GA 30350-3307 Tel: (770) 394-6466 Fax: (678) 405-1903 E-mail: evan.altman@laslawgroup.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ganb11-41777.pdf The petition was signed by Terry Harris, president. SANTA CLARITA: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Santa Clarita Athletic Club, Inc. 24640 Wiley Canyon Road Santa Clarita, CA 91321 Bankruptcy Case No.: 11-32301 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: Michael A. Younge, Esq. LAW OFFICE OF MICHAEL A. YOUNGE 8141 E. Kaiser Boulevard, Suite 200 Anaheim Hills, CA 92808 Tel: (714) 685-1170 Fax: (714)-276-1443 E-mail: youngelaw@aol.com Scheduled Assets: $2,500,000 Scheduled Debts: $12,867,395 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb11-32301.pdf The petition was signed by Charles E. Hamilton, president. SCI REAL ESTATE: U.S. Trustee Forms Creditors Committee ------------------------------------------------------- Peter C. Anderson, the U.S. Trustee for Region 16, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of SCI Real Estate Investments. The Creditors Committee members are: 1. Mary Greco c/o Adriana Bollani 5330 Lindley Avenue, #309 Encino, CA 91316 Tel: (818) 996-4438 E-mail: axb6744@lausd.net 2. Howard Simon 4926 Louise Avenue Encino, CA 91316 Tel: (818) 789-6605 3. Wells Fargo bank ATTN: Gail E. Tubbs Vice President Los Angeles, CA 90071 Tel: (213) 253-3368 Fax: (213) 628-9694 E-mail: gail.tubb@wellsfargo.com Los Angeles, California-based SCI Real Estate Investments, LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-15975) on Feb. 11, 2011. Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. SEAHAWK DRILLING: Proposed Disclosure Statement Not Yet Approved ---------------------------------------------------------------- As reported in the TCR on May 25, 2011, Seahawk Drilling, Inc., et al., filed their Joint Chapter 11 Plan of Reorganization and proposed Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of Texas. The Plan is subject to confirmation by the Bankruptcy Court. The Bankruptcy Court has not yet approved the Proposed Disclosure Statement as containing adequate information pursuant to section 1125(b) of the Bankruptcy Code for use in the solicitation of acceptances or rejections of the Plan. Copies of the Plan and the proposed Disclosure Statement, were submitted to the U.S. Securities and Exchange Commission on May 23, 2011. A copy of the Plan is available at http://is.gd/51PjOP A copy of the Disc. Statement is available at http://is.gd/mRpFNB About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. The Company and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11, 2011. Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors' bankruptcy counsel. Shelby A. Jordan, Esq., and Nathaniel Peter Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in Corpus Christi, Texas, serve as the Debtors' co-counsel. Alvarez and Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons & Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Judy A. Robbins, U.S. Trustee for Region 7, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Seahawk Drilling Inc. and its debtor- affiliates. Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors committee. In its amended schedules, Seahawk Drilling disclosed $208,190,199 in assets and $438,458,460 in liabilities as of the petition date. Seahawk filed for Chapter 11 protection to complete the sale of all assets to Hercules Offshore, Inc. As reported by the Troubled Company Reporter on April 11, 2011, the Bankruptcy Court approved an Asset Purchase Agreement between Hercules Offshore and its wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling, pursuant to which Seahawk agreed to sell to Hercules, and Hercules agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and related assets, accounts receivable and cash and certain liabilities of Sellers in a transaction pursuant to Section 363 of the U.S. Bankruptcy Code. According to DBR Small Cap, the deal was valued at about $176 million when it received court approval. Based on previous TCR reports, the purchase price for the Acquisition will be funded by the issuance of roughly 22.3 million shares of Hercules Offshore common stock and cash consideration of $25 million, which will be used primarily to pay off Seahawk's Debtor-in-Possession loan. The number of shares of Hercules Offshore common stock to be issued will be proportionally reduced at closing, based on a fixed price of $3.36 per share, if the outstanding amount of the DIP loan exceeds $25 million, with the total cash consideration not to exceed $45 million. The deal closed on April 27, 2011. SECURESOLUTIONS, LLC: Case Summary & Creditors List --------------------------------------------------- Debtor: SecureSolutions, LLC 1490 Swanson Drive, Suite 200 Oviedo, FL 32765 Bankruptcy Case No.: 11-11581 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Adam Hiller, Esq. HILLER & ARBAN, LLC 1500 N. French Street, 2nd Floor Wilmington, DE 19801 Tel: (302) 442-7677 E-mail: ahiller@phw-law.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/deb11-11581.pdf The petition was signed by James Pitts, president and chief operating officer. SHAHR, LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: SHAHR, LLC 6526 Hitt Avenue Mc Lean, VA 22101 Bankruptcy Case No.: 11-13796 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: Nathan A. Fisher, Esq. 3977 Chain Bridge Road, #2 Fairfax, VA 22030 Tel: (703) 691-1642 Fax: (703) 691-0192 E-mail: Fbarsad@cs.com Estimated Assets: $0 to $50,000 Estimated Debts: $0 to $50,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Ali Hajabassi, president. SIGG SWITZERLAND: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: SIGG Switzerland (USA), Inc. 1177 High Ridge Road Stamford, CT 06905 Bankruptcy Case No.: 11-51024 Chapter 11 Petition Date: May 20, 2011 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Robert E. Kaelin, Esq. Robert A. White, Esq. MURTHA, CULLINA, RICHTER AND PINNEY CityPlace I 185 Asylum Street Hartford, CT 06103-3469 Tel: (860) 240-6000 Fax: (860) 240-6150 E-mail: rkaelin@murthalaw.com rwhite@murthalaw.com Estimated Assets: $1,000,001 to $10,000,000 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/ctb11-51024.pdf The petition was signed by Rob Dewar, president. SKINNY NUTRITIONAL: Incurs $869,000 First Quarter Net Loss ---------------------------------------------------------- Skinny Nutritional Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $869,055 on $1.61 million of net revenue for the three months ended March 31, 2011, compared with a net loss of $1.03 million on $1.77 million of net revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $1.97 million in total assets, $4.26 million in total liabilities, all current, and $2.29 million stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/4W1xne About Skinny Nutritional Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB) -- http://www.SkinnyWater.com/-- has developed and is marketing a line of enhanced waters, all branded with the name "Skinny Water" that are marketed and distributed primarily to calorie and weight conscious consumers. The Company reported a net loss of $6.91 million on $6.92 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $7.30 million on $4.14 million of net revenue during the prior year. As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala Cynwyd, Pennsylvania, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company had a working capital deficiency of $3,517,280, an accumulated deficit of $37,827,090, stockholders' deficit of $2,658,043 and no cash on hand. The Company had net losses of $6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and 2009, respectively. Additionally, the Company is currently in arrears under its obligation for the purchase of trademarks. Under the agreement, the seller of the trademarks may choose to exercise their legal rights against the Company's assets, which includes the trademarks. SOLO CUP: Moody's Revises Outlook to Stable, Affirms B3 CFR ----------------------------------------------------------- Moody's Investors Service revised the ratings outlook for Solo Cup Co. to stable from positive and affirmed the B3 Corporate Family Rating and Probability of Default Rating. Moody's also affirmed the SGL-2 speculative grade liquidity rating and instrument ratings. Moody's took these actions for Solo Cup. -- Revised ratings outlook to stable from positive -- Affirmed Corporate Family Rating B3 -- Affirmed Probability of Default Rating B3 -- Affirmed $200 million senior secured credit facility due July 2013, Ba2 (LGD 2- 17%) -- Affirmed $300 million senior secured notes due November 2013, B2 (LGD 3 -41% from 40%) -- Affirmed $325 million senior subordinated notes due February 2014, Caa2 (LGD 5 -86%) The revision of the outlook to stable from positive reflects the projected weakness in the primary end market, continued challenging competitive environment, and cash restructuring costs and execution risk inherent in the completion of the company's restructuring plan. Solo Cup has failed to achieve the rating triggers necessary for an upgrade and may be challenged to do so over the rating horizon. While the company's restructuring plan will ultimately help improve margins longer term and provides some stability to the rating, it is unlikely to drive an improvement significant enough to warrant an upgrade over the rating horizon and entails some level of risk. What Could Change the Rating - Up The ratings could be upgraded if there is a sustainable improvement in credit metrics, liquidity remains strong and there is some stability in the operating and competitive environment. Specifically, the ratings could be upgraded if free cash flow to debt rises to the positive mid single digits, the EBIT margin rises above 5.5%, and EBIT to gross interest expense improves to over 1 time while debt to EBITDA remains below 5.5 times. What Could Change the Rating - Down The ratings are sensitive to changes in the competitive and operating environment, the maintenance of sound liquidity and/or a deterioration in credit metrics. Specifically, the ratings could be downgraded if the EBIT margin declines below 5%, free cash flow becomes negative and/or EBIT to gross interest expense remains below 1 time. The principal methodology used in rating Solo was Moody's Global Packaging Manufacturers Metal, Glass, and Plastic Containers, published in June 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. SPECIALTY TRUST: Wants to Accept Deeds in Lieu of Foreclosure ------------------------------------------------------------- Specialty Trust Inc., et al., ask the U.S. Bankruptcy Court for the district of Nevada to authorize them to accept the deeds in lieu of foreclosure for the Waterfront loan and Nadador Third Deed of Trust. The Debtors explain that the proposed transactions are in the ordinary course of business. The proposed transactions are: 1. The Waterfront Partners, LLC Deed in lieu: as of the petition date, the Debtors held a promissory note in the principal amount of $6,860,000 executed by Waterfront. The promissory note is secured by a deed of trust with respect to 3.35 acres of vacant land zoned mixed use located on East Second Street and the corner of Lake Street, along the north bank of the Truckee River, in Reno, Nevada. The current principal balance of the Waterfront note is $6,800,000. 2. The Nadador, LLC, Deed in Lieu: as of the petition date, the Debtor held three separate deeds of trust against the Nadador real property, which loans include a First Deed of Trust of $14,800,000 which is pledged to US Bank; a Second Deed of Trust of $5,036,318 which is pledged to Deutsche Bank; and a Third Deed of Trust of $7,310,650, which is pledged to NorthLight under the terms of the DIP Facility. The maturity dates of the notes were March 1, 2011. The Debtors relate that Deutche Bank and Northlight's security interests will remain intact and unimpaired. However, tto he extent that the non-merger clause is held unenforceable or inapplicable, the Debtors will grant replacement liens against the property to the same extent and priority as they existed against the respective deed of trust. About Specialty Trust Specialty Trust Inc. is a privately held Maryland corporation that acquires and holds, in a tax-advantaged real estate investment trust structure, mortgage loans and mezzanine loans secured by real property located primarily in Nevada, Arizona and California, and interests in entities owning real estate that was acquired through foreclosure of mortgage loans made by ST and mezzanine loans. Reno, Nevada-based Specialty Trust filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-51432) on April 20, 2010. Affiliates Specialty Acquisition Corp. (Bankr. D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No. 10-51440) filed separate Chapter 11 petitions. Sallie B. Armstrong, Esq., and Michelle N. Kazmar, Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch, Esq., Scotta E. McFarland, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve as the Debtor's bankruptcy counsel. On May 24, 2010, a committee of equity holders was appointed. On Sept. 2, 2010, the Court appointed Grant Lyon as chief restructuring officer of the Debtors. In its schedules, Specialty Trust disclosed assets of $201,452,048 and liabilities of $109,022,194 as of the petition date. In its amended schedules, Specialty Acquisition disclosed assets of $3,886,113 and liabilities of $49,068,173 as of the petition date. In its amended schedules, SAC II disclosed assets of $40,955,000 an liabilities of $39,445,118 as of the petition date. SPECIALTY PRODUCTS: Plan Filing Period Extended Sept. 30 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has extended Specialty Products Holdings Corp., and Bondex International, Inc.'s exclusive periods to file and solicit acceptances of a plan through and including Sept. 30, 2011, and Nov. 29, 2011, respectively. About Specialty Products Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., is a wholly owned subsidiary of RPM International Inc. The Company is the holding company parent of Bondex International, Inc., and the direct or indirect parent of certain additional domestic and foreign subsidiaries. The Company claims to be a leading manufacturer, distributor and seller of various specialty chemical product lines, including exterior insulating finishing systems, powder coatings, fluorescent colorants and pigments, cleaning and protection products, fuel additives, wood treatments and coatings and sealants, in both the industrial and consumer markets. Specialty Products, along with affiliates, filed Chapter 11 petitions to create a trust taking over liability for 10,000 asbestos claims. Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 10-11780) on May 31, 2010, estimating its assets and debts at $100 million to $500 million. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100 million to $500 million. Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as bankruptcy counsel to the Debtors. Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at Richards Layton & Finger, serve as co-counsel. Logan and Company is the Company's claims and notice agent. Blackstone Advisory Partners L.P. is the Debtors' financial advisor and investment banker. As of the Petition Date, the Debtors were defendants in more than 10,000 pending asbestos-related bodily injury lawsuits. A significant portion of these lawsuits involve mesothelioma claims. Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as counsel to the Committee of Asbestos Personal Injury Claimants. SPECTO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Specto Properties Partners, L.P. 1350 Columbia Street, Suite 503 San Diego, CA 92101 Bankruptcy Case No.: 11-08566 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: David L. Speckman, Esq. SPECKMAN & ASSOCIATES 1350 Columbia Street, Suite 503 San Diego, CA 92101 Tel: (619) 696-5151 E-mail: speckmanandassociates@gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/casb11-08566.pdf The petition was signed by David L. Speckman, limited partner. STAR READY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Star Ready Mix, Inc. P.O. Box 9057 Caguas, PR 00726 Bankruptcy Case No.: 11-04254 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Victor Gratacos Diaz, Esq. VICTOR GRATACOS-DIAZ LEGAL OFFICE P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 E-mail: vgratacd@coqui.net Scheduled Assets: $6,038,919 Scheduled Debts: $8,999,479 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/prb11-04254.pdf The petition was signed by Victor M. Diaz Morales, president. STATION CASINOS: May Transfer Aliante Casino to Lenders ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Station Casinos Inc. obtained the signature of the bankruptcy judge on a confirmation order for the affiliate that owns the Aliante Station casino. Mr. Rochelle relates that the plan gives the Aliante casino to lenders owed more than $378 million. According to Mr. Rochelle, May 25 was also the scheduled confirmation for the reorganization of Green Valley Ranch Resort, Spa & Casino in suburban Las Vegas. Although the plan wasn't confirmed, the company won a major victory when the bankruptcy judge removed three dissident second-lien lenders from the creditors' committee that was opposing the plan. Green Valley and the first-lien creditors contended that an intercreditor agreement bars the junior creditors from disputing the disposition of the collateral or challenging the validity of the senior lien. Mr. Rochelle relates that the judge also didn't go along with Green Valley's request to deny the committee the ability to demand production of documents. Instead, Mr. Rochelle notes that there will be a discovery and the possibility of another confirmation hearing in June. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serves as counsel to the Official Committee of Unsecured Creditors. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Thirty-one affiliates of Station Casinos Inc. sought bankruptcy protection under Chapter 11 protection on April 12, 2011. First to file among the April 12 Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-51188). The April 12 Debtors filed a prepackaged plan of reorganization together with their Chapter 11 petitions in order to reorganize debts and consummate the sale of the Green Valley Ranch Resort, Spa & Casino to a group of buyers led by the Fertitta family. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STONE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Stone Solutions LLC 22014 N. 20th Avenue Phoenix, AZ 85027 Bankruptcy Case No.: 11-14871 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Cindy Lee Greene, Esq. CARMICHAEL & POWELL, P.C. 7301 N. 16th Street, Suite 103 Phoenix, AZ 85020 Tel: (602) 861-0777 Fax: (602) 870-0296 E-mail: c.greene@cplawfirm.com Scheduled Assets: $893,118 Scheduled Debts: $2,537,538 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/azb11-14871.pdf The petition was signed by Gordon R. Caruk, president. SURGICAL CARE: Moody's Assigns 'Ba3' Rating to New Term Loan ------------------------------------------------------------- Moody's Investors Service rated Surgical Care Affiliates' new $100 million Term Loan B Ba3 and affirmed the Ba3 rating on the existing senior secured credit facilities. At the same time, Moody's affirmed the corporate family rating at B2, the SGL-2 speculative grade liquidity rating, B3 rating on the $165 million of senior PIK toggle notes and Caa1 rating on the $150 million of senior subordinated notes. Proceeds from the incremental term loan will be used to fund the debt and equity funded acquisition of a 49% ownership stake in the Ambulatory Surgery Center operations of a sizeable health system (nine ASCs) for about $123 million or a 6.4 times multiple of adjusted EBITDA. The rating outlook is stable. The B2 corporate family rating incorporates the opportunity associated with SCA's investment in the ASC operations of a sizable health system. While leverage neutral at inception, supported in part by an equity contribution from TPG Partners, there will likely be incremental benefits as a result of the combination including the expansion of EBITDA from synergies as well as increased scale and geographic diversification. This rating was assigned: -- $100 million incremental Term Loan B due 2018 at Ba3 (LGD3, 31%); These ratings were affirmed (LGD assessments revised): -- Corporate Family Rating at B2; -- Probability of Default Rating at B2; -- $342 million existing senior secured term loan facility due 2017 at Ba3 (LGD3, 31%); -- $125 million senior secured revolving credit facility due 2016 at Ba3 (LGD3, 31%); -- $165 million senior PIK Toggle Notes due 2015 at B3 (LGD5, 77%); -- $150 million senior subordinated notes due 2017 at Caa1 (LGD6, 92%); -- Speculative Grade Liquidity Rating at SGL-2; The outlook is stable. RATING RATIONALE SCA's B2 Corporate Family Rating reflects the company's considerable financial leverage, limited interest coverage and modest free cash flow generation. Credit metrics have not improved measurably since the leveraged buyout due in part to the challenging operating environment resulting from declines in the number of insured persons and increases in healthcare deductibles. With high unemployment and individuals with limited or no health coverage, many are less likely to schedule physician visits, ultimately resulting in fewer visits to ASCs and the deferral of non-urgent care. These factors have contributed to the decrease in case volume SCA has experienced. While acquisitions are expected to contribute to the company's growth trajectory, they are likely to limit de-leveraging over the near term. However, the rating also reflects favorable industry fundamentals over the long-term. Due to the expanded coverage granted by US healthcare reform, Moody's believes SCA will benefit over time from increasing volumes, improving profitability as a result of more patients with greater acuity, and a relatively stable reimbursement environment. Moody's also expect insurance payers, including Medicare, to continue driving patients to less expensive providers, such as ASCs. The rating also considers the company's strong market position, an improving case mix, and good liquidity. With this transaction maturities are extended - the revolver to 2016, existing term loan to 2017 and incremental term loan to 2018 - unless the PIK notes' maturity is not extended beyond its current 2015 maturity date. If the company is unable to de-lever over the next 12 months, the outlook could be changed to negative. Furthermore, Moody's could downgrade the rating if adjusted free cash flow is expected to be trend below 3% for a sustained period or if adjusted debt to EBITDA is expected to be above 7.0 times. Given the delayed improvement in the credit metrics since the time of the leveraged buyout alongside ongoing acquisition activity, Moody's does not expect to upgrade the ratings over the near-term. However, Moody's could change the outlook to positive if SCA can decrease financial leverage through a combination of debt repayment or an increase in operating profits resulting from margin expansion and volume growth. Moody's would consider an upgrade to the rating if the company can sustain free cash flow to debt above 5% and demonstrate a sustained ability to maintain debt in the 5 times range. Surgical Care Affiliate's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Surgical Care Affiliate's core industry and believes Surgical Care Affiliate's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Surgical Care Affiliates, (SCA), headquartered in Birmingham, Alabama, operates one of the largest networks of surgical facilities in the US, comprised of 118 ambulatory surgery centers (ASCs), four surgical hospitals, and 2 hospital surgery departments at December 31, 2010. SCA is owned by TPG Partners V, L.P., members of management and other investors. The company generated revenue of approximately $737 million for the twelve months ended March 31, 2011. By comparison, United Surgical Partners International, Inc. (B2 CFR, Stable Outlook), operated 186 domestic surgery centers in the US and five facilities in the United Kingdom and generated revenue of $586 million and Symbion Inc. (B3 CFR, Negative Outlook) owned and operated 49 surgery centers and five surgical hospitals and generated revenue of $432 million for the same period. SURGICAL CARE: S&P Assigns 'B' Issue-Level Rating ------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue-level rating and '3' recovery rating to Birmingham, Ala.-based Surgical Care Affiliates' proposed incremental $100 million term loan B due 2018. "We also affirmed the 'B' corporate credit rating and existing issue-level ratings. The outlook is stable," S&P stated. The company intends to use the proceeds from the incremental term loan, in addition to $25 million of cash equity from the financial sponsor, to acquire a minority interest in the ambulatory surgery centers of a large hospital system. S&P expects the transaction to be leverage neutral. "Our rating on Surgical Care reflects what we consider the company's highly leveraged financial risk profile and weak business risk profile," explained Standard & Poor's credit analyst Rivka Gertzulin. "Although it has carried a large debt burden since becoming an independent company in 2007, liquidity is adequate. While we expect the reimbursement environment to remain stable in the near term, third-party reimbursement risks, as an owner and operator of surgical facilities, dominate the business risk profile." "The ratings also assume that the recent improvement in case volume continues over the near-to-medium return," added Ms. Gertzulin. SW BOSTON HOTEL: Sells for $89.5 Million, No Auction ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that SW Boston Hotel Venture LLC, the owner of the W Hotel in Boston, was authorized by the bankruptcy judge on May 24 to sell the hotel portion of the project for $89.5 million, without an auction. The buyer is Pebblebrook Hotel Trust, a real estate investment trust. It is acquiring the 225-unit hotel and garage portion of the property. SW said the price is $30 million more than the appraisal offered by Prudential Insurance Co. of America, the secured lender currently owed $148 million. SW retains the 90 unsold condominium units. Thirty-two were sold, and five are under contract. The Debtor justified the lack of an auction by saying a quick sale would bring an immediate reduction in secured debt. Also, no one offered more despite marketing. About SW Boston Hotel Boston, Massachusetts-based SW Boston Hotel Venture LLC is the developer of the W Hotel in Boston. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-14535) on April 28, 2010. Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100 million to $500 million. TAIPAN PROPERTY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Taipan Property II, LLC P.O. Box 2297 Pinellas Park, FL 33780 Bankruptcy Case No.: 11-09764 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Cliff J. Davis, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- A & C Development, LLC 11-01593 01/31/11 TAWK DEVELOPMENT: Has Until May 31 to Propose Reorganization Plan ----------------------------------------------------------------- The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada approved a stipulation extending Tawk Development LLC's exclusive periods to file a plan of reorganization until May 31, 2011. The stipulation was entered between the Debtor and Aviva Real Estate Investors (Falcon Landing), LLC, the Debtor's principal secured creditor. The Debtor relates that the extension would enable the consensual resolution of disputes with Aviva. The Debtor added that if the resolution is reached, it will be incorporated in the plan. Aviva is represented by the law firms of Quarles & Brady LLP and Pisanelli Bice PLLC. About Tawk Development, LLC Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a 198-unit resort style apartment complex known as Falcon Landing, which is located at 5067 Madre Mesa Drive in Las Vegas. It filed for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr. D. Nev. Case No. 11-10584). Talitha B. Gray, Esq., at Gordon & Silver, Ltd., serves as the Debtor's bankruptcy counsel. The Debtor disclosed $22,747,153 in assets and $21,263,119 in liabilities as of the Chapter 11 filing. TEAM NATION: Incurs $122,800 First Quarter Net Loss --------------------------------------------------- Team Nation Holdings Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $122,833 on $396,160 of total revenue for the three months ended March 31, 2011, compared with net income of $28,074 on $368,624 of total revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $3.01 million in total assets, $6.58 million in total liabilities and a $3.57 million total shareholders' deficit. Going Concern As reported by the TCR on April 13, 2011, Kelly & Company, in Costa Mesa, Calif., said in its report that the Company's significant debt servicing requirements, its ongoing operating losses and negative cash flows along with the depressed value of its common stock gives raise to substantial doubt about the Company's ability to continue as a going concern. The Company has sustained recurring losses and negative cash flows from operations, at Dec. 31, 2010 it had negative working capital of $4.2 million, total liabilities of $6.9 million, and a stockholders' deficit of $3.9 million. The Company's only significant source of revenue, and its sole customer, is a related party. The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years and plans to generate the additional cash needed through the sale of its common stock that currently has a depressed value. The Company's most significant asset is a group of eight non-current notes receivable - related party issued by the Company's directors, amounting to $2.2 million at Dec. 31, 2010 (representing 73% of total assets). In the Form 10-Q, the Company noted that at March 31, 2011, it had negative working capital of $4,061,803, total liabilities of $6,582,017, and a stockholders' deficit of $3,571,787. The Company's most significant asset is a group of eight notes receivable that were issued by its four officers and directors, amounting to $2,184,707 at March 31, 2011, which had the payment terms rewritten on extended terms in 2008. The Company's significant debt servicing requirements, the ongoing operating losses and negative cash flows along with the depressed value of the Company's common stock raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://is.gd/5o98Ib About Team Nation Newport Beach, Calif.-based Team Nation Holdings Corporation is a management and services company specializing in management solutions for title companies and providing title production services. The Company reported net income of $553,157 on $2.64 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $3.62 million on $2.02 million of revenue during the prior year. TECH ELECTRIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Tech Electric Inc. P.O. Box 1372 Livingston, MT 59047 Bankruptcy Case No.: 11-61010 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court District of Montana (Butte) Debtor's Counsel: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN The Fratt Building, Suite 300 2817 2nd Avenue N Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 E-mail: japatten@ppbglaw.com Scheduled Assets: $1,430,673 Scheduled Debts: $2,882,073 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/mtb11-61010.pdf The petition was signed by Arnold Lilley, president. TONGJI HEALTHCARE: Reports $61,300 First Quarter Net Income ----------------------------------------------------------- Tongji Healthcare Group, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $61,343 on $623,989 of total operating revenue for the three months ended March 31, 2011, compared with a net loss of $122,010 on $384,767 of total operating revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $7.23 million in total assets, $6.96 million in total liabilities, all current, and $265,277 in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/6OC4n3 About Tongji Healthcare Based in Nanning, Guangxi, the People's Republic of China, Tongji Healthcare Group, Inc., was incorporated in the State of Nevada on December 19, 2006. The Company operates Tongji Hospital, a general hospital with 105 licensed beds. The Company reported a net loss of $56,232 on $1.92 million of total operating revenue for the year ended Dec. 31, 2010, compared with a net loss of $324,335 on $1.87 million of total operating revenue during the prior year. As reported by the TCR on April 25, 2011, Kabani & Company, Inc., in Los Angeles, Calif., noted that the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. TOUSA INC: Scores Almost Complete Insurance Policy Victory ---------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that Tousa Inc. won an almost complete victory over an insurance company regarding repayment of excess premiums. The bankruptcy court in Fort Lauderdale, Florida, will hold a hearing on Aug. 18 to approve a settlement where Tousa will receive about $3.57 million. Mr. Rochelle relates that Tousa bought so-called home builders' protective coverage from Zurich American Insurance Co. and paid a premium of almost $9 million. Zurich conducted an audit and said Tousa was entitled to a refund of $3.06 million because the homebuilder's revenue was lower than expected. Tousa conducted its own audit and calculated it was owed $3.59 million. When New York-based Zurich refused to pay even $3.06 million, Tousa sued. Mr. Rochelle relates that the settlement will produce $3.57 million for Tousa, almost the full amount demanded. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Cars LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. The official committee of unsecured creditors has filed a proposed chapter 11 liquidating plan for Tousa. However, the committee said that it no longer intends to pursue approval of its liquidation plan because of the pending appeal of its fraudulent transfer case in the U.S. Court of Appeals for the Eleventh Circuit. A district court in February 2011 held that the bankruptcy judge was wrong in ruling that lenders who were paid off received fraudulent transfers when Tousa gave liens on subsidiaries' properties to bail out and refinance a joint venture. Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, represent the creditors committee. TRANSAX INTERNATIONAL: Incurs $177,902 Net Loss in 1st Quarter -------------------------------------------------------------- Transax International Limited filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $177,902 on $0 of revenue for the three months ended March 31, 2011, compared with a net loss of $392,013 on $0 of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $942,725 in total assets, $11.03 million in total liabilities, all current, and a $10.08 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/37Sb0v About Transax International Transax International Limited -- http://www.transax.com/-- primarily through its 55% owned subsidiary, Medlink Conectividade em Saude Ltda is an international provider of information network solutions specifically designed for healthcare providers and health insurance companies. The Company's MedLink Solution enables the real time automation of routine patient eligibility, verification, authorizations, claims processing and payment functions. The Company has offices located in Plantation, Florida and Rio de Janeiro, Brazil. The Company currently trades on the OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt and Berlin Stock Exchanges under the symbol "TX6". The Company reported a net loss of $2.09 million on $0 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $2.80 million on $0 of revenue during the prior year. As reported by the TCR on April 25, 2011, MSPC Certified Public Accountants and Advisors, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has accumulated losses from operations of approximately $19.3 million, a working capital deficiency of approximately $10.8 million and a stockholders' deficiency of approximately $10.0 million at Dec. 31, 2010. Additionally,the Company sold its sole operating subsidiary. TREY RESOURCES: Reports $465,653 Net Income in First Quarter ------------------------------------------------------------ Trey Resources, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $465,653 on $2.76 million of total revenues for the three months ended March 31, 2011, compared with net income of $401,990 on $1.82 million of total revenues for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $1.75 million in total assets, $6.46 million in total liabilities, all current, and a $4.71 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/o1Zb6V About Trey Resources Livingston, N.J.-based Trey Resources, Inc. operates as a business consultant, and value-added reseller and developer of financial accounting software in the United States. The Company reported a net loss of $568,505 on $7.48 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.50 million on $7.41 million of total revenue during the prior year. Friedman LLP, in East Hanover, NJ, expressed substantial doubt about the Company's ability to continue as a going concern. The Company's financial statements for the year ended Dec. 31, 2010 have been prepared assuming the Company will continue as a going concern. The Company has incurred substantial accumulated deficits and operating losses, and at Dec. 31, 2010, has a working capital deficiency of approximately $5.1 million. TRIBUNE CO: D&Os Still Oppose Competing Plans --------------------------------------------- Certain directors and officers of Tribune Company submitted to the Court a letter brief supplementing their objections to the creditors' trust in the: * Joint Plan of Reorganization proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase Bank, N.A.; and * Plan of Reorganization proposed by Aurelius Capital Management, LP, on behalf of its managed entities; Deutsche Bank Trust Company Americas, in its capacity as successor indenture trustee for certain series of senior notes; Law Debenture Trust Company of New York, in its capacity as successor indenture trustee for certain series of senior notes; and Wilmington Trust Company, in its capacity as successor indenture for the PHONES Notes. The Officers' counsel, George R. Dougherty, Esq., at Grippo & Elden LLC, in Chicago, Illinois -- gdougherty@grippoelden -- avers that the Plan Proponents are wrong when they argue that the Official Committee of Unsecured Creditors' decision not to assert construction fraudulent conveyance claims gives individual creditors of a Creditors' Trust the authority to pursue the identical interest sought by the Creditors' Committee. Allowing litigation in numerous jurisdictions seeking to recover the same alleged "interest" thwarts a key objective of the Bankruptcy Code: the aggregation in one place of property available for distribution to creditors and the subsequent fair distribution of that property, he points out. Approval of the proposed Creditors' Trusts would also expose settlement payments not involving intentional fraudulent conveyance to attack, a clear circumvention of Congressional determination and Third Circuit precedent that states that Section 546(e) of the Bankruptcy Code is a defense to any Creditors' Trust or individual creditor action, he argues. The Officers also ask the Court to sustain their objections to the proposed Bar Order because: (i) the proposed Bar Order contains impermissible injunctions; and (ii) the Plan Proponents have failed to ensure that barred persons will receive the protections of the judgment reduction provision. Without those protections, the Officers' rights would be negated without fair and adequate consideration, which would violate existing law, Mr. Dougherty insists. The objecting Officers -- Harry Amsden, Dennis FitzSimons, Bob Gremillion, Don Grenesko, David Hiller, Tim Landon, Tom Leach, Luis Lewin, Mark Mallory, Dick Malone, Ruthellyn Musil, John Reardon, Scott Smith, John Vitanovec, Kathy Waltz, and David Williams -- are named defendants in Adversary Proceeding No. 10- 54010 filed by the Official Committee of Unsecured Creditors. Mark W. Hianik, John Birmingham, Tom E. Ehlmann, and Peter A. Knapp join in the letter brief filed by the Officers. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Labor Dept. Opposes Debtor's Plan --------------------------------------------- Hilda L. Solis, secretary of the U.S. Department of Labor, submits a supplementary brief in furtherance of her objection to the confirmation of the Second Amended Joint Plan of Reorganization filed by Tribune Co., et al. By this brief, the Secretary seeks to vindicate the interests of Tribune Company's workers as plan participants under the Employee Retirement Income Security Act, not as wronged Tribune shareholders, attorney for the Department of Labor, Michael Schloss, Esq. -- schloss.michael@dol.gov -- says. Mr. Schloss asserts that because the participants under the Tribune Employee Stock Ownership Plan have not voluntarily assumed the risks of insolvency and illegal issuance in the same way as equity investors, thus the Secretary's claims under the Employee Retirement Income Security Act on their behalf should not be subordinated. Indeed, the Secretary seeks only to insure that Section 510(b) of the Bankruptcy Code is not interpreted to encompass claims arising from the imprudent or disloyal decisions of fiduciaries, he says. ERISA was designed to minimize the risk to retirement savings by interposing fiduciaries subject to strict duties of prudence and loyalty between plan participants and the market. Accordingly, Section 510(b) was not intended to override this unique set of protections, he points out. Mr. Schloss further contends that subordination of the Secretary's claims would be inconsistent with the repeated decisions by Congress to provide special protection to the claims of employees and retirees under the Bankruptcy Code. If the claims of an ESOP are subject to mandatory subordination simply because the losses in some manner are linked to the value of an ESOP's equity interest, then rather than protecting the legitimate expectations of creditors, Section 510(b) would wrongly be used to create a safe harbor for debtors that knowingly abuse their power over their workers' retirement plans to further their own interests, he argues. Essentially, the DCL Proponents have failed to provide any credible basis for their attempt to subordinate the DOL Claims against the Tribune's Subsidiaries, while leaving the equity interests in those subsidiaries unimpaired, Mr. Schloss maintains. At a May 13 hearing, an agreement has been reached to address the Secretary's objections to the proposed subordination of the Secretary's Claims under the Noteholder Plan subsequent to confirmation. The Secretary refiled her letter brief to append a copy of her previous objection to the confirmation of the DCL Plan filed in February 2011. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Addresses Plan Confirmation Objections ------------------------------------------------- Tribune Co., et al., maintain that the Plan of Reorganization they propose should be confirmed. In an omnibus response to the letter briefs filed by the objecting parties, counsel to the Official Committee of Unsecured Creditors, David M. LeMay, Esq., at Chadbourne & Parke LLP, in New York, tells Judge Carey that the objecting parties raise a variety of issues, most of which do not relate in any way to confirmation of the DCL Plan. The remaining objections are without merit and should be overruled, he contends. Litigation Trust is Proposed in Good Faith Sam Zell's objection is really just one more thinly-veiled and improper attempt to prematurely litigate the merits of the claims asserted against him, argues Mr. LeMay. Mr. LeMay clarifies that the DCL Plan does not seek a determination as to the validity of any claims that may be prosecuted by the trusts, including those that may exist against Mr. Zell. The DCL Plan simply creates a trust structure that preserves Estate claims and provides a mechanism for the pursuit of those claims, he points out. It would thus be a waste of time and estate resources if the DCL Proponents were required, before a plan has been confirmed and the trusts implemented, to pre-litigate claims that would not be settled or released under the DCL Plan, Mr. LeMay argues. Mr. LeMay further contends that Mr. Zell and EGI-TRB LLC have mischaracterized the indemnification provisions. Sections 13.3.7 and 14.4.7 of the DCL Plan are narrowly tailored to provide that the trusts, not the Reorganized Debtors, will indemnify the trustees with respect to actions arising from the good faith exercise of their powers and duties, Mr. LeMay insists. Creditors' Trust is Proposed in Good Faith The Court has already ordered that the individual creditors of the Debtors have "regained the right, if any, to prosecute their respective state law constructive fraudulent conveyance claims" against the former stockholders of Tribune, Mr. LeMay avers. Contrary to the arguments of EGI-TRB and the objecting directors and officers, the Creditors' Trust simply provides a mechanism by which individual creditors may aggregate their individual claims, he clarifies. Mr. LeMay continues that whether the claims transferred to the Creditors' Trust might ultimately be barred by the application of Section 546(e) of the Bankruptcy Code, res judicata, or any other defense is irrelevant to the question of whether the DCL Plan should be confirmed. In fact, the DCL Proponents amended the DCL Plan on April 26, 2011, to clarify that it does not impair or prejudice the rights of any party to assert any defenses that it may have, including any defense that may exist under Section 546(e) in connection with Disclaimed State Law Avoidance Claims, he adds. DCL Plan Does Not Determine Relative Priority To accommodate EGI-TRB's request for clarification, the DCL Plan was amended on April 26 to provide that "nothing in the Plan will be deemed to constitute a determination of the respective priorities of the PHONES Notes Claims and the EGI-TRB LLC Notes Claims, solely as between the PHONES Notes Claims and the EGI-TRB LLC Notes Claims." This language is crystal clear and puts this objection to rest, Mr. LeMay avers. Bar Order Is Necessary And Appropriate The Bar Order is a standard and essential element of the DCL Plan that ensures that the settling defendants get the full benefit of their bargain that they cannot be held liable on account of settled liability, Mr. LeMay asserts. The D&Os' sole substantive objection to the Bar Order is entirely misplaced, he argues. In sum, the Bar Order reasonably and appropriately balances the rights of settling and non-settling defendants alike and is securely grounded in both legal precedent and public policy, he asserts. DOL Claims Are Properly Subordinated Mr. LeMay insists that the United States Department of Labor's claims are based on exactly the same provisions of Employee Retirement Income Security Act, and the DOL seeks exactly the same relief, as the private investors who brought suit in Neil v. Zell. It cannot seriously be disputed that the Neil plaintiffs' claims, if they had continued to be asserted against Tribune, which seek to recover losses based on the ESOP's purchase of Tribune stock and the subsequent decline in value of that stock, fall squarely within Section 510(b), he points out. The DOL also fails to explain how a claimant's status as an employee-shareholder, rather than an outside shareholder, is relevant to the Section 510(b) analysis, Mr. LeMay contends. Their status as employees of Tribune does not affect that analysis and if Congress intended that it should, it would have provided special treatment for employee equity holders as it has in other circumstances, he maintains. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Noteholders Address Plan Confirmation Objections ------------------------------------------------------------ The Noteholders filed an omnibus reply to the letter briefs opposing the Third Amended Joint Plan of Reorganization. The Noteholders set forth their response to the objections: A. Sam Zell Counsel to the Noteholders, Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, argues that Mr. Zell's argument that prosecution of the LBO Claims against him are barred is fundamentally flawed given the conclusions of the Examiner. While Mr. Zell distorts the Examiner's findings in an unsuccessful attempt to support his assertions, it is important to note that Mr. Zell never sought to elicit evidence that the Zell/EGI-TRB LLC claims lack merit, Mr. Golden points out. Mr. Golden argues that a review of certain Zell/EGI Claims justifies their prosecution: * Breach of Fiduciary Duty/Aiding and Abetting Breach of Fiduciary Duty. The evidence is uncontroverted that Mr. Zell was the principal architect of the distrastrous LBO. * Fraudulent Conveyance/Preference. The Examiner's determination that a court was "highly likely" to conclude that Tribune was rendered insolvent by the Step Two transactions provides a firm foundation for the constructive fraudulent transfer claim against EGI. Essentially, the Examiner's Report confirms the existence of a colorable preference claim against EGI-TRB, Mr. Golden insists. "Zell's rhetoric should be seen for what it is - a putative defendant doing everything in his power to prevent prosecution of litigation," Mr. Golden avers. B. EGI and D&O Mr. Golden asserts that the Noteholder Plan does not require the Court to determine the priority of the Outstanding EGI Notes vis-a-vis the PHONES Notes in connection with confirmation, noting that it is unlikely the issue will ever need to be decided because if the LBO Claims are successfully prosecuted or, unlike under the DCL Plan, appropriately settled, the Outstanding EGI Notes will be avoided or otherwise be unlikely to receive a recovery. The Noteholders also have no objection to including clarifying language in the confirmation order for the Noteholder Plan per EGI-TRB's request, he relates. Mr. Golden also notes that Section 546(e) of the Bankruptcy Code, by its plain meaning, applies only to actions undertaken by the "trustee", not by individual creditors or assignees thereof. Here, the SLCFC Claims will be brought by or on behalf of individual creditors, their assignees and/or the Creditors' Trust, not by an estate representative. Thus, Section 546( e), by its express terms, does not apply to the SLCFC Claims as EGI-TRB and certain objecting directors and officers have argued. More importantly, it is not necessary for the Court to determine whether Section 546(e) or any other defense is applicable to the SLCFC Claims in connection with confirmation as nothing in the Noteholder Plan deprives EGI- TRB, the D&Os or any other shareholder defendant in any lawsuit asserting SLCFC Claims from arguing that individual creditors, their assignees, indenture trustees or the Creditors' Trust lack standing to prosecute those claims or that Section 546(e) bars those claims, he maintains. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TUBO DE PASTEJE: Creditors May File Chapter 11 Plan After June 8 ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc. won their sixth and last extension of the exclusive right to propose a Chapter 11 plan. By June 8, they will have been in Chapter 11 for 18 months. After that, bankruptcy law allows any creditor to file a plan to reorganize or liquidate the companies. The final extension of exclusivity was approved by the bankruptcy judge on May 23. Discussions on a plan are "nearing completion" and a "consensual plan" is expected soon, Tubo said. Mexico City-based Industrias Unidas SA, parent of Tubo, said in February there was agreement in principle with creditors for a $371 million debt swap. About Tubo de Pasteje Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc. filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on Dec. 7, 2009, following a Nov. 15 payment default on US$200 million in 11.5% senior notes due 2016. Tubo and its subsidiary sought bankruptcy protection when the 30-day grace period was nearing its end. Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de CV, a manufacturer of copper and electrical products. The U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania. IUSA is the issuer of the notes which were secured by a pledge of Cambridge-Lee stock. ULTIMATE ESCAPES: Has Until July 18 to Propose Chapter 11 Plan -------------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Ultimate Escapes Holdings LLC and its affiliated debtors' exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until July 18, 2011, and Sept. 15, respectively. AS reported in the Troubled Company Reporter on May 9, the Debtors' extension will enable them to finalize the terms of a plan with the Official Committee of Unsecured Creditors in order to file a consensual plan in their cases. About Ultimate Escapes Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a luxury destination club that sells club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10- 12915) on Sept. 20, 2010. Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation); P & J Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in their restructuring efforts. CRG Partners Group LLC is the Debtors' chief restructuring officer. BMC Group Inc. is the Company's claims and notice agent. Attorneys at Polsinelli Shughart PC, and Gordon & Rees LLP, represent the Creditors Committee. Ultimate Escapes estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. UNILAVA CORPORATION: Incurs $425,800 First Quarter -------------------------------------------------- Unilava Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $425,754 on $938,057 of revenue for the three months ended March 31, 2011, compared with a net loss of $223,079 on $1.41 million of revenue for the same period a year ago. The Company's balance sheet at March 31, 2011, showed $4.32 million in total assets, $5.61 million in total liabilities and a $1.29 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/QucKxO About Unilava Corporation Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is a diversified communications holding company incorporated under the laws of the State of Wyoming in 2009. Unilava Corporation and its subsidiary brands provide a variety of communications services, products, and equipment that address the needs of corporations, small businesses and consumers. The Company is licensed to provide long distance services in 41 states throughout the U.S. and local phone services across 11 states. Through its carrier-grade microwave wireless broadband infrastructure and broadband Internet access partners, the Company also offers mobile and high-definition IP-hosted voice services to residential customers and corporate clients. Additionally, Unilava Corp. delivers a comprehensive and integrated suite of fee-based online and mobile advertising and web services to a broad array of business enterprises. Headquartered in San Francisco, the Company has regional offices in Chicago, Seoul, Hong Kong, and Beijing. The Company reported a net loss of $1.00 million on $5.31 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.81 million on $7.35 million of revenue during the prior year. As reported by the TCR on April 14, 2011, De Joya Griffith & Company, LLC, in Henderson, Nevada, said that the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. The Company has recently sustained operating losses and has an accumulated deficit of $2.38 million at Dec. 31, 2010. In addition, the Company has negative working capital of $4.59 million at Dec. 31, 2010. UNIVERSAL BIONERGY: Authorized Common Shares Hiked to 1 Billion --------------------------------------------------------------- Universal Bioenergy, Inc., filed with the Nevada Secretary of State a Certificate of Amendment to the Company's Articles of Incorporation. The amendment was approved by a Written Consent of The Majority of the Voting Shareholders, and the Written Consent of the Board of Directors on June 18, 2010. A full-text copy of the Amendment is available for free at http://is.gd/hBW8mg The Amendment incorporated these changes: (a) Increased the number of authorized shares of the Company's common stock from 200,000,000 to a total of 1,000,000,000 shares. (b) Grant to the Board of Directors the full right and authority to increase or otherwise change the authorized shares of common stock and preferred stock without any shareholder action or approval. (c) Grant to the Board of Directors the full right and authority to change the name of the Corporation at a future date without out any shareholder action or approval. (d) To authorize that each Director will be elected to serve for a minimum period of one year, and up to three years, or will serve until his successor is elected and qualifies. Directors need not be stockholders. With reference to the Amendment, Management does not intend to actually issue all of these authorized shares to the public, as they will primarily remain within the corporate treasury until needed, nor does it intend to use them for a reverse stock split. Some shareholders may view this action as a potential for dilution and a devaluation of their shares, however the Comopany believes there are many valuable benefits to the Company's shareholders. Management believes that the shareholders would likely receive greater potential financial rewards by means of increased revenues, earnings, a significant increase in the price of the stock, greater market value of the Company, increased assets and more liquidity. The Company is aggressively preparing for rapid growth and expansion through some planned major mergers and acquisitions. Additionally, based on the type and size of transactions that the Company is working on, it needs to have the shares available to it and the flexibility to meet those need and goals. The Company needs to be able to respond very quickly to these current and future business opportunities as they appear in the marketplace. Some of these near term projects include the development and acquisition of oil and gas properties, and interests in gathering and transport pipelines. The shares may also be used for raising capital, the acquisition of assets, attracting key employees, building strategic relationships with other major companies, expanding the Company's product lines and the acquisition of patents, technologies and other related purposes. The Amendment to the Articles of Incorporation is intended to facilitate the actions indicated below which were fully disclosed in the Company's Form 10Q Reports for the periods ending June 30, 2010, and Sept. 30, 2010. * National Stock Exchange Listing With its planned growth by mergers, acquisitions and future revenues, Management is evaluating and positioning the Company to potentially qualify, and apply to be listed on a major national stock exchange, which stock exchanges list similarly situated alternative energy technology companies, such as NASDAQ, NYSE Amex Equities, or others. Management has fully reviewed the qualifications for the relative national stock exchanges to determine which one it can best position the Company to qualify for, and apply to be listed. Therefore, on June 18, 2010, the Company approved amending the Articles of Incorporation to increase the amount of authorized shares of common stock from 200,000,000 to 1,000,000,000 shares with a par value of $.001. One of the qualifications requirements to be listed on most stock exchanges is a minimum bid price for a company's shares of stock. The minimum share bid price to qualify for NASDAQ, is $4.00 per share, and for NYSE Amex, the minimum share price is $2.00 to $3.00 per share, depending on which initial listing standard a company may qualify for. For the Company to qualify for either of those to stock exchanges, the Company's share price would have to increase to the $2.00 to $4.00 range. Management believes that, if it can successfully position itself to qualify to meet the listing requirements for one of the stock exchanges, it would greatly increase the market value of the Company, and should make it attractive to more retail and institutional investors. The Company also feels this would be of great benefit to its shareholders. * Future Capital Funding To ensure the Company's ability to develop a long term profitable business, management is planning to raise additional funds in debt or equity capital to fund the growth of the company. The Company anticipates using the proceeds to purchase some of the companies it has targeted for future acquisitions, and some for working capital. Management believes, although it cannot guarantee, that it should be successful in raising additional capital to fund the Company's plans for growth and expansion. On June 18, 2010, the Company approved amending the Articles of Incorporation to increase the amount of authorized shares of common stock from 200,000,000 to 1,000,000,000 shares with a par value of $.001. The purpose of increasing the number of shares of common stock is to use them for business and financial purposes, including raising capital, for mergers and acquisitions, acquiring products or services in exchange for stock, attracting and retaining employees, increasing our shareholder base, and being able to respond rapidly to opportunities that arise in the marketplace. The raising of additional capital through the sale of equity may result in a dilution of the current shareholders interests. However, management anticipates that the shareholders would likely receive greater potential financial rewards by means of a significant increase in the price of the stock, greater market value of the Company, and more liquidity. Since Management has re-engineered the Company by creating more value to it, through its recent acquisitions, and is positioning it to qualify/apply to be listed on another stock exchange, the Company believes this should make it attractive to more retail and institutional investors. The Company feels this would be of great benefit to its shareholders. * Mergers & Acquisitions Management is planning for expansion by additional mergers and acquisitions, to generate significant revenues and profits, and by shifting its focus to invest in far more profitable alternative energy technologies. The Comopany anticipates, but can provide no assurances, acquiring 5 to 10 additional new companies in the next 2 to 3 years. Some companies being targeted are natural gas producers to obtain natural gas directly from the wellhead, solar energy companies for polymer based thin film solar cells, companies to build tidal energy facilities, and the acquisition of energy technology patents and licenses. The Company is also looking at acquiring natural gas assets and properties in the Eagle Ford Shale region in south Texas which has very large supplies of oil and natural gas. Acquiring interests in properties in this area will work very well with the Company's strategic plans for Texas Gulf Oil & Gas Inc. and Progas Energy Services. About Universal Bioenergy Universal Bioenergy Inc., is an alternative energy company headquartered in Irvine, California. The Company's new strategic direction is to develop and market a diverse product line of alternative and natural energy products including, natural gas, solar, biofuels, wind, wave, tidal, and green technology products. The Company's balance sheet at Sept. 30, 2010, showed $3.00 million in total assets, $3.35 million in total liabilities, and a $353,406 stockholders' deficit. As reported by the TCR on Nov. 26, 2010, S.E.Clark & Company, P.C., in Tucson, Arizona, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has net losses for the period from inception (Aug. 13, 2004) to Dec. 31, 2009, of $14.8 million. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders. UNIVERSITY PLACE: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: University Place, LLC 14145 University Avenue Hammond, LA 70404 Bankruptcy Case No.: 11-11645 Chapter 11 Petition Date: May 23, 2011 Court: U.S. Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: John C. Anderson, Esq. ANDERSON & DANIELS, LLC P.O. Box 82982 Baton Rouge, LA 70884 Tel: (225) 292-8176 Fax: (225) 706-1413 E-mail: jca@andersonfirm.net Scheduled Assets: $2,600,000 Scheduled Debts: $4,596,200 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/laeb11-11645.pdf The petition was signed by Ron S. Macaluso, manager. UPSTREAM WORLDWIDE: Incurs $1.70 Million First Quarter Net Loss --------------------------------------------------------------- Upstream Worldwide, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.70 million on $3.72 million of revenue for the three months ended March 31, 2011, compared with a net loss of $2.48 million on $17.27 million of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $2.19 million in total assets, $3.61 million in total liabilities, all current, and a $1.42 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/HHHzUr About Upstream Worldwide Ft. Lauderdale, Fla.-based Upstream Worldwide, Inc., formerly, Money4Gold Holdings, Inc. -- http://www.money4gold.com/-- is an emerging leader in direct-from-consumer, reverse logistics, currently specializing in the procurement and aggregation of cellular phones and precious metals to be recycled. From the inception of the Company's current business in 2008 through 2010, substantially all of the Company's revenue came from the precious metals business. In mid-2010, the Company began to diversify its business by introducing a service, similar to its precious metals business, for cellular phones as it saw the gold and silver business begin to sharply retract. Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about Upstream Worldwide's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $16,791,253 and net cash used in operations of $3,161,683 for the year ended Dec. 31, 2010; and has a working capital deficit of $2,070,274, and a stockholders' deficit of $1,396,109 at Dec. 31, 2010. The Company reported a net loss of $16.8 million on $32.5 million of revenue for 2010, compared with a net loss of $4.1 million on $29.0 million for 2009. WASHINGTON LOOP: Section 341(a) Meeting Rescheduled for June 23 --------------------------------------------------------------- The U.S. Trustee for Region 21 has rescheduled the meeting of Washington Loop, LLC, a Limited Liability Company's creditors to June 23, 2011, at 2:30 p.m. The meeting will be held at the United States Courthouse, 2110 First Street 2-101, Fort Myers, Florida. About Washington Loop Punta Gorda, Florida-based Washington Loop, LLC, a Limited Liability Company, filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053). Joel S. Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $45,098,259 in total assets and $19,654,992 in total debts as of the Petition Date. The Debtor was dismissed from a prior Chapter 11 case, (Case No. 9:10-27981) by order of the Court entered on March 17, 2011. In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as filed under penalty of perjury, listed some 34 general unsecured creditors totaling claims of $1,953,354.42. In that case, the Debtor, under penalty of perjury listed all Schedule F debts and non-contingent, liquidated, and undisputed. The Debtor now declares, under penalty of perjury, that all Schedule F debts are unliquidated. These schedules were filed no less than two weeks after the dismissal of the prior Chapter 11 case, and only six weeks after the Debtor filed its Schedule F in that case. WESTERN HOST: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Western Host Associates, Inc. dba Plaza de Armas Hotel P.O. Box 9024050 Viejo San Juan San Juan, PR 00902 Bankruptcy Case No.: 11-04152 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Victor Gratacos Diaz, Esq. P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 E-mail: vgratacd@coqui.net Scheduled Assets: $4,281,445 Scheduled Debts: $6,541,962 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb11-04152.pdf The petition was signed by Luis Alvarez, president. WHITELAND VILLAGE: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Whiteland Village, Ltd. 755 Livingston Lane Exton, PA 19341 Bankruptcy Case No.: 11-14036 Chapter 11 Petition Date: May 19, 2011 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Jean K. FitzSimon Debtor's Counsel: Albert A. Ciardi, III, Esq. Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 1930 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 E-mail: aciardi@ciardilaw.com jcranston@ciardilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/paeb11-14036.pdf The petition was signed by Daniel M. Sevick. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Frazer/Exton Development, LP 11-14041 05/19/2011 WIKILOAN, INC: Authorized Common Shares Hiked to 750 Million ------------------------------------------------------------ Wikiloan, Inc., filed a Certificate of Amendment to its Articles of Incorporation to increase its total number of authorized shares of common stock to 750,000,000. The Amendment was effective as of May 17, 2011. A copy of the Amendment is available for free at: http://is.gd/EcemoB Acting by majority written consent in lieu of a special meeting executed on May 4, 2011, the holders of 31,116,827 shares of the Company's common stock, which represented approximately 62% of the then-outstanding shares of the Company's common stock, approved the increase of the Company's authorized shares of common stock and a one for ten forward split of the Company's common stock. About WikiLoan Inc. Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/- - is a Web site that provides tools for person-to-person borrowing and lending. People can use the tools on the website to borrow and lend money ($500 to $25,000) among themselves at rates that make sense to all parties. WikiLoan provides management tools that allow Borrowers and Lenders to manage the process by: providing loan documentation, promissory notes, repayment schedules, email reminders, online account access, and online repayment. The Company reported a net loss of $3.15 million on $635,184 of revenue for the year ended Jan. 31, 2011, compared with a net loss of $596,639 on $1,801 of revenue for the same period during the prior year. The Company's balance sheet at Jan. 31, 2011, showed $497,115 in total assets, $2.62 million in total liabilities, and a $2.12 million total stockholders' deficit. As reported by the TCR on May 20, 2011, PS Stephenson & Co., PC, in Wharton, Texas, expressed substantial doubt about WikiLoan's ability to continue as a going concern following the Company's results for the fiscal year ended Jan. 31, 2011. The independent auditors noted that the Company has no revenue, significant assets or cash flows. XANDER ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Xander Enterprises, LLC 7425 Conroy Road Orlando, FL 32835 Bankruptcy Case No.: 11-07819 Chapter 11 Petition Date: May 24, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Aldo G Bartolone, Jr., Esq. BARTOLONE & BATISTA, LLP 948 S. Semoran Boulevard, Suite 102 Orlando, FL 32807 Tel: (407) 306-8066 Fax: (407) 306-9393 E-mail: agb@bartolonelaw.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 five largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flmb11-07819.pdf The petition was signed by John Choi, manager. ZAIS INVESTMENT: Section 341(a) Meeting Scheduled for June 2 ------------------------------------------------------------ The U.S. Trustee for Region 3 will convene a meeting of creditors in Zais Investment Grade Limited VII's Chapter 11 case on June, 2, 2011, at 1:00 p.m. The meeting will be held at Clarkson S. Fisher Federal Courthouse, 402 East State Street, Room 129, Trenton, in New Jersey. 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. Zais Investment Grade Limited VII is based in Grand Cayman. On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore Masters, L.P. filed an involuntary Chapter 11 petition against Zais Investment Grade Limited VII. On April 26, 2011, the U.S. Bankruptcy Court for the District of New Jersey entered an order for relief under chapter 11 of the Bankruptcy Code. ZAIS INVESTMENT: Taps Wollmuth Maher as General Bankruptcy Counsel ------------------------------------------------------------------ Zais Investment Grade Limited VII asks the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Wollmuth Maher & Deutsch LLP as general bankruptcy counsel, nunc pro tunc to the Petition Date. James N. Lawlor, Esq. Wollmuth Maher & Deutsch One Gateway Center, Ninth Floor Newark, New Jersey 07102 Tel: (973) 733-9200 Wollmuth Maher will, among other things: (a) advise the Debtor, as a debtor-in-possession, regarding its power and duties in the continued management of its financial affairs and property, including the Debtor's rights and remedies with respect to its assets and the claims of creditors; (b) advise the Debtor with respect to a disclosure statement if appropriate; (c) prepare on behalf of the Debtor necessary applications, motions, complaints, orders, reports, and other pleadings and documents; and (d) appear before the Court and other officials and tribunals, if necessary, and protect the Debtor's interest in all federal, state and local jurisdictions and administrative proceedings. By separate application, the Debtor is seeking approval to retain Jones Day as special counsel with respect to structured product and litigation matters, and Maples and Calder as special Cayman Island counsel. The proposed arrangement for compensation is on an hourly basis as approved by the Court upon the filing of fee applications. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Zais Investment Grade Limited VII is based in Grand Cayman. On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore Masters, L.P. filed an involuntary Chapter 11 petition against Zais Investment Grade Limited VII. On April 26, 2011, the U.S. Bankruptcy Court for the District of New Jersey entered an order for relief under chapter 11 of the Bankruptcy Code. * Banks Face $17 Billion in Suits Over Foreclosures --------------------------------------------------- American Bankruptcy Institute reports that State attorneys general told five of the nation's largest banks yesterday that they face a potential liability of at least $17 billion in civil lawsuits if a settlement is not reached to address improper foreclosure practices. * BOOK REVIEW: Performance Evaluation of Hedge Funds ---------------------------------------------------- Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro Publisher: Beard Books Hardcover: 203 pages Listprice: $59.95 Review by Henry Berry Hedge funds can be traced back to 1949 when Alfred Winslow Jones formed the first one to "hedge" his investments in the stock market by betting that some stocks would go up and others down. However, it has only been within the past decade that hedge funds have exploded in growth. The rise of global markets and the uncertainties that have arisen from the valuation of different currencies have given a boost to hedge funds. In 1998, there were approximately 3,500 hedge funds, managing capital of about $150 billion. By mid-2006, 9,000 hedge funds were managing $1.2 trillion in assets. Despite their growing prominence in the investment community, hedge funds are only vaguely understood by most people. Performance Evaluation of Hedge Funds addresses this shortcoming. The book describes the structure, workings, purpose, and goals of hedge funds. While hedge funds are loosely defined as "funds with no rules," the editors define these funds more usefully as "privately pooled investments, usually structured as a partnership between the fund managers and the investors." The authors then expand upon this definition by explaining what sorts of investments hedge funds are, the work of the managers, and the reasons investors join a hedge fund and what they are looking for in doing so. For example, hedge funds are characterized as an "important avenue for investors opting to diversify their traditional portfolios and better control risk" -- an apt characterization considering their tremendous growth over the last decade. The qualifications to join a hedge fund generally include a net worth in excess of $1 million; thus, funds are for high net-worth individuals and institutional investors such as foundations, life insurance companies, endowments, and investment banks. However, there are many individuals with net worths below $1 million that take part in hedge funds by pooling funds in financial entities that are then eligible for a hedge fund. This book discusses why hedge funds have become "notorious as speculating vehicles," in part because of highly publicized incidents, both pro and con. For example, George Soros made $1 billion in 1992 by betting against the British pound. Conversely, the hedge fund Long-Term Capital Management (LTCP) imploded in 1998, with losses totalling $4.6 billion. Nonetheless, these are the exceptions rather than the rule, and the editors offer statistics, studies, and other research showing that the "volatility of hedge funds is closer to that of bonds than mutual funds or equities." After clarifying what hedge funds are and are not, the book explains how to analyze hedge fund performance and select a successful hedge fund. It is here that the book has its greatest utility, and the text is supplemented with graphs, tables, and formulas. The analysis makes one thing clear: for some investors, hedge funds are an investment worth considering. Most have a demonstrable record of investment performance and the risk is low, contrary to common perception. Investors who have the necessary capital to invest in a hedge fund or readers who aspire to join that select club will want to absorb the research, information, analyses, commentary, and guidance of this unique book. Greg N. Gregoriou teaches at U. S. and Canadian universities and does research for large corporations. Fabrice Rouah also teaches at the university level and does financial research. Komlan Sedzro is a professor of finance at the University of Quebec and an advisor to the Montreal Derivatives Exchange. ********* 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 ***