/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110623.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 23, 2011, Vol. 15, No. 172 Headlines 347 LINDEN: Dist. Court Denies Bid to Stay Case Dismissal Order 4KIDS ENTERTAINMENT: Seeks to Tap BDO Capital as Fin'l Advisors 94TH AND SHEA: Seeks to Use Cash Collateral to Pay Pet Club Fees 4KIDS ENTERTAINMENT: Keeps Yu-Gi-Oh Pending Trial Outcome AMERICAN REMANUFACTURERS: Autozone Wins Ruling in $7-Mil. Suit ANTS SOFTWARE: R. Cerwonka Resigns as Chief Operating Officer APOLLO MEDICAL: Incurs $228,930 Net Loss in April 30 Quarter ARAPAHOE LAND: Court OKs Rogers & Anderson as Bankruptcy Counsel B AND H FLOWERS: To Shut Part of Greenhouse Ops, Lay Off Workers BAMBERG COUNTY: Case Summary & 20 Largest Unsecured Creditors BANKATLANTIC BANCORP: Receives $11.3MM from Common Stock Offering BARBETTA LLC: Status Hearing on Monday; Plan Due Sept. 6 BARBETTA LLC: Sec. 341 Creditors' Meeting Set for July 11 BCB MAX: Moody's Upgrades Corporate Family Rating to 'B3' BERNARD L MADOFF: Keep Mets' Suit in Bankr. Court, SIPC Says BERNARD L MADOFF: Mets Owners Deny Shopping for Fraud Insurance BERRY PLASTICS: To Acquire Rexam SBC for $360 Million BETHESDA HOME: Fitch Affirms 'BB+' Rating on Revenue Bonds BOWE BELL: Committee Seeks to Hire BDO Consulting as Advisers BOZEL SA: Can File Chapter 11 Reorganization Plan until August 1 BROOKFIELD OFFICE: S&P Affirms 'BB+/P-3' Preferred Stock Ratings BUFFETS INC: Moody's Downgrades CFR to Caa2; Outlook Negative CAPITAL POWER: S&P Puts BB Global Scale Rating on Watch Negative CAR WASH: Can Hire Martin Thomas to Handle Reorganization Case CARDTRONICS INC: S&P Places 'BB-' CCR on Watch Developing CARL'S FURNITURE: Aims to Emerge From Bankruptcy Next Year CARLISLE APARTMENTS: Seeks Approval of Compass Bank Settlement CARLISLE APARTMENTS: Seeks OK of $28.5 Million NXT Exit Financing CATHOLIC CHURCH: Milwaukee Opposes Creditors' Deposition Request CC MEDIA: David Abrams Owns 19.9% of Class A Common Stock CLEVELAND REAL ESTATE: Case Summary & 3 Largest Unsec. Creditors CLS RENTAL: Voluntary Chapter 11 Case Summary CLASSICSTAR LLC: Court Won't Reverse Despite "New Evidence" CLINTONDALE COMMUNITY: Moody's Cuts Rating on $6.3MM Debt to Ba3 COMPTON PETROLEUM: Files Form 6-K; Posts $3.46MM Earnings in Q1 COPPER KING: SEC Sues Officers For Misleading Investors CORNER DEVELOPMENT: Court Rejects Bank's Foreclosure Bid COTTAGE GROVE: Owner of Pahrump, Nev. Subdivision in Ch. 11 CROWN MEDIA: Moody's Assigns 'B2' CFR; Outlook Stable CROWN MEDIA: S&P Assigns Preliminary 'B' Corporate Credit Rating CU NATIONAL: Suit v. Accountant Goes Back to State Court DAYS INNS WORLDWIDE: Owner in Chapter 11 Bankruptcy DEARBORN LODGING: Court Cites Flaws in Plan Outline DELTA PETROLEUM: To Sell Remaining Non-Core Assets for $43.2-Mil. DOCUTEK IMAGING: Had Buyer Before Filing, Gets $2.5-Mil. Financing DUKE AND KING: Court Approves Sale of Substantially All Assets EMPIRE HOLDINGS: Bankruptcy Case Converted to Chapter 7 ENIVA USA: Court Approves Sale of Equipment Free of Liens EPICEPT CORP: Guy Jackson Resigns from Board of Directors ES ENERGY: Esping & Companies Found Liable for Malicious Fraud EVANS INDUSTRIES: 5th Circ. Upholds Ruling on Greif Cleanup Costs EXTRUDERS INT'L: Can Obtain Up to $3-Mil. of Financing FIRST NATIONAL BANK: Auditor Ordered to Pay $23 Million for Error FKF MADISON: Unsecured Creditors Seek Time to Sue Over Loans FLORIDA EXTRUDERS: Committee Hires Genovese Joblove as Counsel FLORIDA EXTRUDERS: Benada Aluminum Acquires FEI, Benada FOCUS PALM: Case Summary & 9 Largest Unsecured Creditors FORUM HEALTH: Fees Top $26 Million in Bankruptcy Case FSG-R LLC: Taps Kaempfer Crowell to Handle Reorganization Case FSG-R LLC: Taps White & Case to Handle Adversary Proceeding FUSION TELECOMMUNICATIONS: Borrows $45,000 from Marvin Rosen GAGE'S LONG: Case Summary & 19 Largest Unsecured Creditors GAMETECH INT'L: Incurs $1.61 Million Net Loss in May 1 Quarter G.B.S. HOLDING: Wants to Proceed With Va. Project Despite Filing G.B.S. HOLDING: Hires DurretteCrump as Chapter 11 Counsel G.B.S. HOLDING: Sec. 341 Meeting of Creditors Set for June 30 GLOBAL CROSSING: Board Okays $26-Mil. Unsecured Promissory Note GPS TECHNOLOGIES: Fed. Circ. Upholds Dismissal of Golf GPS IP Suit GREAT ATLANTIC: Court Approves SuperFresh Asset Sale GREEN MOUNTAIN: Moody's Assigns 'Ba2' Rating to Bank Facility GYRO-TRAC (USA): Emerges From Chapter 11 Bankruptcy HANMI FINANCIAL: To Offer $75 Million of Common Stock HARRY & DAVID: PBGC Fights Lower $44-Mil. Pension Claim HEARUSA INC: Seeks to Hire Ehrenstein Charbonneau as Attorney HERCULES OFFSHORE: Files Fleet Status Report as of June 20 HORIZON LINES: Further Extends Subscription Deadline to June 24 HOWARD MARKS: In Chapter 11; Owes $14.4-Mil. to Quinn Family INDIAN NATIONAL: Montana Judge Won't Dismiss Chapter 11 Case INVENTIV HEALTH: Moody's Lowers CFR to 'B3'; Outlook Stable INVENTIV HEALTH: S&P Lowers Corporate Credit Rating to 'B' JACKSON HEWITT: Creditors Seek Hearing Continuation JCK HOTELS: To Start Interest-Only Payment Under Mortgage in July JCK HOTELS: Sec. 341 Creditors' Meeting Set for July 12 JEFFERSON COUNTY, ALA: Gov. Bentley Wants to Discuss Bankruptcy JOE TECCE'S: Big Dig Blamed for Chapter 11 Filing JOY INVESTMENT: Case Summary & 20 Largest Unsecured Creditors KLADEK INC: Daughter to Take Over Ownership of Gentleman's Club LA BOTA: Unsecureds to Receive Monthly Payments Over 60 Month PD. LA DODGERS: Owner Mulls Bankruptcy, White & Case Lawyer Says LADY FOREST: Eileen N. Shaffer OK'd to Represent Ch. 7 Trustee LAKE PLEASANT: U.S. Trustee Unable to Form Committee LAKOTA CANYON: Taps George Mason to Handle Reorganization Case LAKOTA CANYON: Bank Succeeds in Moving Case Venue to Colorado LANDMAR DEVELOPERS: City to Consider $3.5 Mil. Settlement Deal LAZY DAYS: Buys Arizona RV Site, Fires 50 Workers LBJ LAKEFRONT: Consents to Dismissal of Chapter 11 Case LE-NATURE'S: Former Executive Changes Fraud Plea to Guilty LIQUIDATION WORLD: Big Lots to Purchase Outstanding Shares LINDEN PONDS: Creditor Seeks to Slow Down Plan, Opposes Financing LYONDELL CHEMICAL: Workers Urge Court to Hear $10M Racism Suit MACCO PROPERTIES: U.S. Trustee Objects to Hiring of Pinkerton MACCO PROPERTIES: Agrees to Lift Stay To Settle Litigation MADISON HOTEL: Apartment Has $6.3 Million in Debts MAJESTIC CAPITAL: Court Approves Michelman as Special Counsel MAJESTIC TOWERS: Files Schedules of Assets and Liabilities MAJESTIC TOWERS: To Pay Critical Vendor Claims and Union Benefits MBIA INC: BofA, UBS Ask NY's Highest Court to Reinstate Lawsuit MEDCORP INC: Chapter 11 Filing Stays Sale to NY Equity Fund MEDICAL CARD: S&P Puts 'B' Counterparty Rating on Watch Negative MERUELO MADDUX: Judge Denies BNP's Bid to Recast Vote for Plan MGM RESORTS: Issues $300 Million of $4.25% Conv. Senior Notes MICHAEL HANSON: Three Tucson Hotels in Chapter 11 MIKE CARTER: Has $24.8 Million in Liabilities MULLER PROPERTIES: Voluntary Chapter 11 Case Summary NEW HOPE: Owes $101,700 to Wakefield Capital NEWCARDIO INC: To Periodically Rotate the Position of Chairman NO FEAR RETAIL: Aims to Toss Int'l Licensing Deal Ahead of Sale NO FEAR RETAIL: Has Until Sept. 22 to Decide on Unexpired Leases NORA'S WINE: Restaurant, in Ch. 11, Escapes Eviction NORD RESOURCES: Four Directors Elected at Annual Meeting NORIT HOLDING: S&P Assigns Preliminary 'B+' Corp. Credit Rating NORTEL NETWORKS: Patents to Give Buyer Boost Against Rivals NORTEL NETWORKS: Judge OKs Retirement, Disability Groups NORTH PARK TERRACE: Court Rules on Amount of One West Bank Claim NUANCE COMMS: Moody's Upgrades CFR to 'Ba2'; Outlook Stable NURSERYMEN'S EXCHANGE: Taps Saqui Law to Handle Labor Dispute OLSEN AGRICULTURAL: Creditors Committee Hires Lane Powell OLSEN AGRICULTURAL: Rabo Objects to Continuing Cash Use PETTUS PROPERTIES: To Present Plan for Confirmation July 13 PHILADELPHIA ORCHESTRA: Civic Leaders & Orgs. Pledge Funding PJ FINANCE: Can Hire Ernst & Young as Independent Auditor POINT BLANK: Hearing on Rule 60(b) Motion Adjourned Until July 11 POTOMAC TIMBER: Case Summary & 13 Largest Unsecured Creditors PRIMEDIA INC: S&P Assigns Preliminary 'B' Rating on $315MM Loans ROCK & REPUBLIC: Court Rules on New Pacific Rodeo Claim SCI REAL ESTATE: Court Approves Haskell & White LLP as Accountant SEMCRUDE LP: Court Permits Oil Producers to Conduct Discovery SIGNATURE STYLES: Wants Schedules Filing Deadline Moved to July 15 SIGNATURE STYLES: Taps Polsinelli Shughart as Bankruptcy Counsel SIGNATURE STYLES: Hires Canadian Bankruptcy Counsel SOUTHLAKE AVIATION: Can Reach Deal Outside Bankr., Case Dismissed ST CHARLES: ARC Shopping Acquires Publix-Anchored Shopping Center STRATUS MEDIA: Jerry Rubinstein Elected to Board of Directors TEXAS HILL: Gets Court Approval to Sell Real Property Assets TBS INTERNATIONAL: Issues 70,000 Series A Preference Shares TMG CANTON: Asks Court to Approve Sullivan Ward Employment TMG CANTON: Proofs of Claim Due Sept. 20 TPF GENERATION: S&P Affirms 'BB' Rating on $850MM Sr. Term Loan US AIRWAYS: Moody's Assigns Low-B Ratings to Certificates US AIRWAYS: S&P Gives Prelim. B+ Rating to Class B Certificates US FIDELIS: Committee Wants President to Pay $500,000 in Damages VALHI INC: S&P Raises Corporate Credit Rating to 'B+' VAN CHASE: U.S. Trustee Wants Court to Dismiss Chapter 11 Case WATERSONG APARTMENTS: Taps Reeder Law as Gen. Insolvency Counsel WEINGARTEN REALTY: S&P Affirms 'BB+' Preferred Stock Rating WHITNEY HOLDING: S&P Withdraws 'BB/B' Counterparty Credit Rating WILKES BASHFORD: Asks Court to Convert Bankruptcy to Chapter 7 WILLIAM LYON: Incurs $11.22 Million Net Loss in March 31 Quarter WINDY KNOLL GOLF CLUB: At Risk of Foreclosure WOLVERINE TUBE: Wants Deloitte Financial Work Scope Expanded WORLD FITNESS: Case Summary & 6 Largest Unsecured Creditors ZANETT INC: Receives Non-Compliance Notice from NASDAQ * TheStreet.com Names 14 Restaurants at Bankruptcy Risk * Four Lawyers Join Capstone Advisory Group LLC * Levin Attorneys Named to Most Powerful Employment Counsel List * Rita W. Garry and Firm Join SmithAmundsen LLC * Recent Small-Dollar & Individual Chapter 11 Filings ********* 347 LINDEN: Dist. Court Denies Bid to Stay Case Dismissal Order --------------------------------------------------------------- On April 22, 2011, 347 Linden LLC brought an "Emergency Order to Show Cause with Temporary Restraints" to the U.S. District Court for the Eastern District of New York, requesting that the District Court order Federal National Mortgage Association to show cause why an order should not be entered (1) staying two March 8, 2011 orders by the U.S. Bankruptcy Court for the Eastern District of New York (Rosenthal, J.) granting relief from stay and dismissing 347 Linden's chapter 11 petition, and (2) staying a foreclosure sale of the property known as 347 Linden Street, Brooklyn, New York 11237, Block 3328, Lot 47. Fannie Mae opposes the Debtor's emergency application. On April 22, 2011, the District Court denied the Debtor's application to stay the foreclosure sale unless it posted a $100,000 bond by April 27. The Debtor posted the bond and the District Court stayed the sale, pending briefing on the Debtor's Show Cause Motion. In a June 8, 2011 Memorandum and Order, District Judge Kiyo A. Matsumoto denied the Debtor's request for stay of the bankruptcy court's orders and of the foreclosure sale for lack of jurisdiction. The District Court agrees with Fannie Mae that the Debtor's proper course was to file the motion to stay with the bankruptcy court in the first instance. "The bankruptcy court had original jurisdiction and [the District Court] retains only appellate jurisdiction over the case," Judge Matsumoto said. A copy of the District Court's decision is available at http://is.gd/4TjBlZfrom Leagle.com. About 347 Linden 347 Linden LLC, in Monroe, New York, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 10-50413) on Nov. 3, 2010. Judge Joel B. Rosenthal presides over the case. David Carlebach, Esq. -- david@carlebachlaw.com -- serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts between $1 million to $10 million. The petition was signed by Abraham Hoffman, managing member. The Debtor filed an Amended Disclosure Statement and Amended Plan of Reorganization on March 7, 2011. The following day, the Bankruptcy Court granted Fannie Mae's motion requesting relief from the automatic stay, based on the court's findings that there was cause for lifting the stay, that there was no equity in the property, and that an effective reorganization plan was not possible, and dismissed the Chapter 11 petition. 4KIDS ENTERTAINMENT: Seeks to Tap BDO Capital as Fin'l Advisors --------------------------------------------------------------- 4Kids Entertainment, Inc., seeks permission from the U.S. Bankruptcy Court for the Southern District of New York to employ and retain BDO Capital Advisors, LLC as exclusive financial advisor and investment banker. Upon its retention, BDO Capital Advisors, will among other things: (a) analyze the business, operations and financial position of the Company and assist the Debtors in determining an exit strategy to maximize value for the Debtors, their estates and creditors, including pursuing a plan of reorganization or asset sale; (b) negotiate with creditors, counterparties to agreements and other partiesin-interest in connection with structuring a POR or Asset Sale; and (c) assist the Debtors in formulating and negotiating the material terms of the POR or Asset Sale. BDO Capital will be compensated for the services in the following manner: (1) Retainer Fees. The Debtors will pay BDO Capital a nonrefundable retainer of $50,000, payable upon entry of the order of the Bankruptcy Court approving the retention of BDO Capital pursuant to the Engagement Letter. The Retainer will be subject to any carve-out provision approved by the Bankruptcy Court in the DIP Financing. The Retainer will be applicable against the Transaction Fees. (2) Transaction Fees. (i) If the Debtors obtain Bankruptcy Court approval of a POR, BDO Capital will receive a cash fee equal to $200,000 (the "Base POR Fee"). In addition, if external private capital is raised in connection with a POR, BDO Capital will receive the following cash fees: (i) a cash fee equal to one and one-half percent (1.50%) of the total amount of senior secured debt commitment, provided however that any senior secured debt provided by existing equity holders will not be included in the total amount of senior secured debt; (ii) a cash fee equal to four and one-half percent (4.50%) of the total amount of mezzanine debt raised, provided however that any mezzanine debt provided by existing equity holders will not be included in the total amount of mezzanine debt; and (iii) a cash fee equal to seven percent (7.00%) of the total amount of equity capital raised, provided however that any equity capital provided by existing equity holders will not be included in equity capital raised (the "Placement Fees" and together with the Base POR Fee, the "Recapitalization Fees"). (ii) If the Debtors obtain Bankruptcy Court approval of an Asset Sale, BDO Capital will receive a cash fee equal to $200,000. In addition, if the Asset Sale results in a transaction whereby the gross aggregate consideration received exceeds the lesser of $7.0 million or the Stalking Horse Bid, BDO Capital will earn a cash fee equal to 3.00% of gross consideration received. The Sale Fees will be earned regardless of whether the purchaser is the Stalking Horse or any other third party, including any insider, creditor of the Debtors or any other party-in-interest in the Bankruptcy Case. (iii) If the Debtors obtain the DIP Financing, BDO Capital will earn a cash fee equal to $100,000 plus 1.50% of the gross commitment amount of the DIP Financing. (iv) Notwithstanding anything herein to the contrary, BDO Capital will be entitled to receive either (a) the Recapitalization Fees or (b) the Sale Fees. In no case will BDO Capital be entitled to receive both (a) the Recapitalization Fees and (b) the Sale Fees. Additionally, notwithstanding anything herein to the contrary, BDO Capital will not be entitled to receive any fees based solely upon any money received by the Debtors relating to any contingent and unliquidated litigation claims possessed by the Debtors. About 4Kids Entertainment New York-based 4Kids Entertainment, Inc., dba 4Kids, is a diversified entertainment and media company specializing in the youth oriented market, with operations in the following business segments: (i) licensing, (ii) advertising and media broadcast, and (iii) television and film production/distribution. The parent entity, 4Kids Entertainment, was organized as a New York corporation in 1970. 4Kids Entertainment, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on April 6, 2011. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice agent. The Debtors disclosed $23,372,877 in total assets and $16,526,747 in total debts as of the Chapter 11 filing. An official committee of unsecured creditors has not yet been appointed by the Office of the United States Trustee. 94TH AND SHEA: Seeks to Use Cash Collateral to Pay Pet Club Fees ---------------------------------------------------------------- 94th and Shea, L.L.C., seeks permission from the U.S. Bankruptcy Court for the District of Arizona to enter into a lease agreement with Pet Club Gilbert, LLC, a retail supplier of premium pet products at discount prices. Pursuant to the lease agreement, Pet Club has agreed to lease Building A of the Debtor's property in East Shea Boulevard in Scottsdale, Arizona, for a period of seven years with a base minimum rental rate beginning at $26 per square foot, or $9,966, per month, plus Pet Club's share of common area expenses, real estate taxes and insurance estimated at approximately $2,491 per month. In connection with the entry of the lease agreement with Pet Club, the Debtor also seeks permission to use cash collateral to pay for tenant improvement expenses in the amount of approximately $32,000. Pet Club, according to papers filed in court, has required that certain improvements be made to Building A in connection with its tenancy. The Debtor also seeks permission from the Court to use cash collateral to pay third party leasing commissions in the total amount of $31,262, payable 50% upon the Pet Club taking possession of the space and 50% at month six of the primary lease term. The lease agreement provides that De Rito Partners, Pet Club's agents in connection with the lease, will earn a commission fee of 3.5% of the lease value for the first term of the lease payable by the Debtor. The Debtor asserts that use of cash collateral to pay the Tenant Improvement Costs and Commission will benefit the Property, and their lender, JPMCC 2007-CIBC19 Shea Boulevard, LLC, by, among other things, (a) adding a new tenant to the Property to fill currently empty space, which will increase foot traffic and visibility to the Property, (b) improving the gross revenue and net operating income generated by the Property, and (c) improving the value of the Property by adding a market term lease to the Debtor's rent roll. The improvement in the Debtor's net operating income and the corresponding increase in the value of the Property will more than adequately protect JPMCC's interest for the use of its cash collateral to pay the Tenant Improvements and Commission, the Debtor adds. About 94th and Shea Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates real property known as The Shops And Office at 9400 Shea, located at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale, Arizona. The Property consists of 37,037 square feet of retail space and 35,238 square feet of office space. It also owns approximately 3.5 acres of adjacent land, which the Debtor describes as the "Outparcel." The members are 9400 Shea Investors, LLC, the Goodhue Family Partnership, LLLP, and the Rosso Family Partnership, LLLP. 94th and Shea filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-37387) on Nov. 19, 2010. John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli Shughart, P.C., serve as counsel to the Debtor. The Debtor disclosed $123,588 plus unknown amount in assets and $22,870,408 in liabilities as of the Chapter 11 filing. 4KIDS ENTERTAINMENT: Keeps Yu-Gi-Oh Pending Trial Outcome --------------------------------------------------------- Dow Jones' DBR Small Cap reports that 4Kids Entertainment Inc. is poised to embark on a lengthy court battle with the licensors it says sparked its bankruptcy filing, but for now, a judge is upholding the company's rights to the valuable Yu-Gi-Oh! license at the center of the dispute. About 4Kids Entertainment New York-based 4Kids Entertainment, Inc., dba 4Kids, is a diversified entertainment and media company specializing in the youth oriented market, with operations in the following business segments: (i) licensing, (ii) advertising and media broadcast, and (iii) television and film production/distribution. The parent entity, 4Kids Entertainment, was organized as a New York corporation in 1970. 4Kids Entertainment, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on April 6, 2011. Michael B. Solow, Esq., at Kaye Scholer LLP, serves as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice agent. The Debtors disclosed $23,372,877 in total assets and $16,526,747 in total debts as of the Chapter 11 filing. The U.S. Trustee has been unable to appoint creditors to serve on an Official Committee of Unsecured Creditors in the case. AMERICAN REMANUFACTURERS: Autozone Wins Ruling in $7-Mil. Suit -------------------------------------------------------------- A Delaware bankruptcy court ruled in favor of Memphis-based AutoZone, rejecting approximately $7 million in claims asserted by Montague S. Claybrook, the Chapter 7 Trustee for the estates of American Remanufacturers, Inc. Montague S. Claybrook, as Chapter 7 Trustee of the estates of American Remanufacturers, Inc., et al. v. AutoZone Texas, L.P. et al. 07-51597 (PJW) was the lead case in a series of related adversary proceedings filed by the Trustee against ARI's former customers. All of the other adversary proceedings were stayed pending disposition of the Trustee's action against AutoZone. "This case is a significant one because it moves the needle toward creditors' rights in bankruptcy disputes," said Kristen Wright, AutoZone's lead trial counsel and a partner in the Memphis office of Bass, Berry & Sims PLC. "Because it is a pronouncement of the Bankruptcy Court in Delaware, it has national implications." The Trustee originally sought over $12 million from AutoZone for claims related to alleged accounts receivable remaining on the Debtors' books after the automotive parts remanufacturing companies ceased operations in 2005. After four years of litigation that included a $100,000 discovery sanction against the Trustee, and the Trustee's abandonment of some of his original claims, the United States Bankruptcy Court for the District of Delaware ruled that AutoZone was entitled to recoup approximately $9 million in credits owed to it by the Debtors. The ruling extinguishes the Trustee's claims against AutoZone in their entirety. In a two-day trial before Judge Peter J. Walsh, AutoZone established that account credits arose from certain deductions and allowances to which AutoZone was entitled under the parties' vendor agreements, as well as credit for rejected product returns that, as AutoZone successfully claimed, ARI was obligated to accept both before and after the date the company converted from a Chapter 11 to a Chapter 7 bankruptcy. Significantly for creditors, the Court found "no strict requirement that credits must 'match' accounts receivable for those credits to be recouped against the open accounts." Instead, said the Court, "the credits issued by the [Debtors] were an integral part of the parties' overall relationship and constituted a component of an integrated transaction between the parties." Also significant, the Court permitted AutoZone to recoup its claimed credits collectively against the Debtors' estates as a whole, even though the accounts receivable and credits claimed involved three debtor entities. Condemning the Trustee's case administration, the Court stated that the "Trustee's attempt to segregate the Debtors assets solely for purposes of setoff and recoupment in this accounts receivable case simply does not reflect the reality of his own case administration for the past five years." The Court ruled that, as a matter of equity, because the Trustee had administered the companies as a single entity, no artificial distinction between the three was justified. AutoZone was represented at trial by Kristen C. Wright and Russell E. Stair of Bass, Berry & Sims PLC and Sommer L. Ross of Duane Morris LLP. The Plaintiff was represented at trial by Fox Rothschild LLP and Alan L. Frank Law Associates, P.C. With more than 200 attorneys representing numerous publicly traded companies and Fortune 500 businesses, Bass, Berry & Sims -- http://www.bassberry.com/has been involved in some of the largest and most significant litigation matters and business transactions in the country. About American Remanufacturers Inc. Headquartered in Anaheim, California, American Remanufacturers, Inc., and its affiliates are privately held companies that produce remanufactured automotive components that include "half shaft" axles, brake calipers, and steering components. The Debtors are the second largest full-line manufacturer of undercar automotive parts in the United States. The Debtor with its nine affiliates filed for chapter 11 protection on November 7, 2005 (Bankr. D. Del. Case No. 05-20022). Kara S. Hammond, Esq., Pauline K. Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt & Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq., Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the Debtors. The Court converted the Debtors' chapter 11 cases to a chapter 7 liquidation proceeding on Nov. 18, 2005. Montague S. Claybrook is the chapter 7 Trustee for the Debtors' estates. When the Debtors filed for chapter 11 protection, they estimated assets between $10 million to $50 million and their debts at more than $100 million. ANTS SOFTWARE: R. Cerwonka Resigns as Chief Operating Officer ------------------------------------------------------------- Richard Cerwonka, Ants Software Inc.'s Chief Operating Officer and President of the Company's subsidiary, Inventa Technologies Inc., resigned from his position with the Company effective June 16, 2011. About Ants Software ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has developed a software solution, ACS, to help customers reduce IT costs by consolidating hardware and software infrastructure and eliminating cost inefficiencies. ACS is an innovative middleware solution that accelerates database consolidation between database vendors, enabling application portability. The Company's balance sheet at March 31, 2011, showed $27.2 million in total assets, $52.3 million in total liabilities, and a stockholders' deficit of $25.1 million. As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New York, expressed substantial doubt about ANTs software's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant recurring operating losses, decreasing liquidity, and negative cash flows from operations. APOLLO MEDICAL: Incurs $228,930 Net Loss in April 30 Quarter ------------------------------------------------------------ Apollo Medical Holdings, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $228,930 on $1.04 million of revenue for the three months ended April 30, 2011, compared with a net loss of $843 on $802,885 of revenue for the same period during the prior year. The Company's balance sheet at April 30, 2011, showed $1.68 million in total assets, $1.71 million in total liabilities and a $31,791 total stockholders' deficit. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. As reported in the Troubled Company Reporter on June 2, 2010, Kabani & Company, Inc., in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended Jan. 31, 2010. The independent auditors noted that the Company has an accumulated deficit of $1.24 million as of Jan. 31, 2010, working capital of $1.07 million and cash flows used in operating activities of $338,141. The Company reported a net loss of $156,331 on $3.89 million of revenue for the year ended Jan. 31, 2011, compared with a net loss of $196,280 on $2.44 million of revenue during the prior year. ARAPAHOE LAND: Court OKs Rogers & Anderson as Bankruptcy Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized Arapahoe Land Investments, LP, to employ Rogers & Anderson, PLLC, as bankruptcy counsel. As reported in the Troubled Company Reporter on April 15, 2011, Rogers & Anderson will bill the Debtor pursuant to the hourly rates of its professionals: Barbara M. Rogers $300 David W. Anderson $275 To the best of the Debtor's knowledge, Rogers & Anderson is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Arapahoe Land Investments Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 11-80194) on April 5, 2011. According to its schedules, the Debtor disclosed $13,475,002 in total assets and $8,513,138 in total debts as of the Petition Date. B AND H FLOWERS: To Shut Part of Greenhouse Ops, Lay Off Workers ---------------------------------------------------------------- Dow Jones' DBR Small Cap reports that B and H Flowers Inc. filed for Chapter 11 bankruptcy protection this month while it closes down part of its greenhouse operations and lays off workers who helped grow its less-profitable collection of flowers. B and H Flowers consultant Gary Wartik told The Wall Street Journal's Bankruptcy Beat that the company plans to keep operating, despite the bank's pressure to liquidate. California grower B and H Flowers Inc. sought Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-12650) on June 3, 2011 in Santa Barbara, California. The Carpinteria, California-based distributor of bulbs said sales for the year ended in April were $16 million. The Company estimated only up to $50,000 in assets while debts were $10 million to $50 million. Eric W. Burkhardt, Esq., at Beall & Burkhardt, in Santa Barbara, California, serves as counsel to the Debtor. BAMBERG COUNTY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bamberg County Memorial Hospital 509 North Street Bamberg, SC 29003 Bankruptcy Case No.: June 20, 2011 Chapter 11 Petition Date: June 17, 2011 Court: U.S. Bankruptcy Court District of South Carolina (Columbia) Debtor's Counsel: Stanley H. McGuffin, Esq. HAYNSWORTH SINKLER BOYD, P.A. 1201 Main Street, 24th Floor P.O. Box 11889 Columbia, SC 29211-1889 Tel: (803) 540-7836 E-mail: smcguffin@hsblawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/scb11-03877.pdf The petition was signed by Danette D. McAlhaney, MD, chairman. BANKATLANTIC BANCORP: Receives $11.3MM from Common Stock Offering ----------------------------------------------------------------- BankAtlantic Bancorp, Inc., completed its previously announced rights offering for its Class A Common Stock and received approximately $11.3 million of proceeds in connection with the exercise of rights by its shareholders. As a result, BankAtlantic Bancorp will issue an aggregate of approximately 15.1 million shares of its Class A Common Stock to participating shareholders. "As previously disclosed, BankAtlantic Bancorp intends to use the proceeds of the rights offering, together with cash currently held by BankAtlantic Bancorp, to contribute capital to BankAtlantic, its primary operating subsidiary," commented Alan B. Levan, BankAtlantic Bancorp's Chairman and chief executive officer. "While BankAtlantic's capital levels at March 31, 2011, exceeded the traditional definitions of 'well capitalized' regulatory capital thresholds, BankAtlantic is required to achieve by June 30, 2011, and maintain a Tier 1/Core capital ratio of 8% and Total Risk-based capital ratio of 14%. We are pleased that as a result of efforts throughout this quarter, which include the sale of the Tampa branches, balance sheet restructuring and focused management of problem assets, together with the anticipated contribution of capital, we believe that BankAtlantic will meet the higher requirements of Tier 1/Core capital ratio of 8% and Total Risk-Based capital ratio of 14% at June 30, 2011." BankAtlantic's and BankAtlantic Bancorp's second quarter 2011 financial results, including BankAtlantic's actual June 30, 2011 capital ratios, will be released in the normal course subsequent to the end of the second quarter 2011. About BankAtlantic Bancorp BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com/-- is a bank holding company and the parent company of BankAtlantic. BankAtlantic -- "Florida's Most Convenient Bank" with a Web presence at http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets and more than 100 stores, and is one of the largest financial institutions headquartered junior in Florida. BankAtlantic has been serving communities throughout Florida since 1952 and currently operates more than 250 conveniently located ATMs. The Company's balance sheet at March 31, 2011, showed $4.47 billion in total assets, $4.48 billion in total liabilities and a $8.73 million total deficit. The Company reported a net loss of $143.25 million on $176.31 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $185.82 million on $223.59 million of total interest income during the prior year. * * * In September 2010, Fitch Ratings downgraded the long-term Issuer Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+. The 'CC' long-term IDR indicates a high default probability. Fitch said it believes that BBX will likely require external capital support given the high level of credit costs that continue to impact BBX's financial performance and erode its existing weak level of tangible common equity, which stood at just 1.39% at June 30, 2010. Although BFSB's regulatory capital levels remain 'well-capitalized', Fitch believes the company needs additional capital in order to provide absorption for future losses, particularly since earnings generation on a pre-provision net revenue basis is weak. As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Further, the holding company must also submit a capital plan to maintain and enhance its capital position. BARBETTA LLC: Status Hearing on Monday; Plan Due Sept. 6 -------------------------------------------------------- Bankruptcy Judge J. Rich Leonard has directed Barbetta LLC to file a plan and disclosure statement by Sept. 6, 2011. The hearing on approval of the disclosure statement will be combined with the hearing on confirmation of the plan. The Court said the Debtor may use Official Form B25A, "Plan of Reorganization in Small Business Case Under Chapter 11," and Official Form B25B, "Disclosure Statement in Small Business Case Under Chapter 11." Judge Leonard will hold a status hearing pursuant to 11 U.S.C. Sec. 105(d)(1) on the case on June 27, at 10:30 a.m., by conference telephone call. Counsel for the Debtor and the Bankruptcy Administrator will participate in the status conference. At the status conference, counsel for the Debtor must be prepared to (1) describe the nature of the Debtor's business, (2) describe the reasons for filing the petition, (3) describe the Debtor's strategy for reorganization, (4) give an estimate of the attorney's fees and other professional fees, (5) identify anticipated significant events in the case, (6) discuss the need for future status conferences, and (7) identify the court location or locations most convenient for parties and counsel for proceedings to be conducted. Based in Selma, North Carolina, Barbetta, LLC -- formerly doing business as Hester 1996 Family Limited Partnership, South Pollock Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8, LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-04370) on June 6, 2011. Judge J. Rich Leonard presides over the case. Trawick H. Stubbs, Jr., at Stubbs & Perdue, P.A., serves as the Debtor's bankruptcy counsel. In its Schedules filed together with the petition, the Debtor disclosed $24,889,321 in total assets and $12,855,596 in total liabilities. The petition was signed by Charles E. Hester, member manager. Charles and Barbetta Hester also filed a separate Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011. BARBETTA LLC: Sec. 341 Creditors' Meeting Set for July 11 --------------------------------------------------------- The Bankruptcy Administrator will hold a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of Barbetta LLC on July 11, 2011, at 10:00 a.m. at Raleigh 341 Meeting Room. Proofs of Claim are due by Oct. 11, 2011. Government Proof of Claim are due by Dec. 5, 2011. Based in Selma, North Carolina, Barbetta, LLC -- formerly doing business as Hester 1996 Family Limited Partnership, South Pollock Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8, LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-04370) on June 6, 2011. Judge J. Rich Leonard presides over the case. Trawick H. Stubbs, Jr., at Stubbs & Perdue, P.A., serves as the Debtor's bankruptcy counsel. In its Schedules filed together with the petition, the Debtor disclosed $24,889,321 in total assets and $12,855,596 in total liabilities. The petition was signed by Charles E. Hester, member manager. Charles and Barbetta Hester also filed a separate Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011. BCB MAX: Moody's Upgrades Corporate Family Rating to 'B3' --------------------------------------------------------- Moody's Investors Service upgraded BCBG Max Azria Group, Inc.'s Corporate Family Rating to B3 from Caa1. Concurrently, Moody's affirmed the B2 rating on BCBG's first lien term loan and changed the ratings outlook to stable. This rating action concludes Moody's review (direction uncertain) initiated on May 9, 2011. The stable outlook reflects Moody's expectation that 2011 consolidated earnings will only decline modestly, with continued revenue growth and margin improvements in the company's core retail and wholesale divisions mostly offsetting the low-margin mass market revenue decline. On June 9, 2011, BCBG used proceeds from a new $230 million first lien loan due 2015 to refinance its $89 (originally $200) million first lien term loan due August 2011, reduce borrowings under the company's ABL (unrated by Moody's) by $49 million, repay a $50 million bridge loan and $8 million in warrants owed to the second lien lender, and cover related fees and expenses. At the same time, BCBG amended and extended to 2016 its $229 million second lien term loan held by affiliates of Guggenheim Partners. RATINGS RATIONALE The CFR upgrade to B3 from Caa1 reflects BCBG's adequate liquidity profile characterized by an improved debt maturity schedule, additional revolver availability and greater covenant cushion. The B3 CFR further considers the value and market position of the BCBG brands, operational improvements expected from the liquidation of the underperforming Max Rave division, and positive revenue and margin trends in BCBG's core retail and wholesale segments. Nonetheless, Moody's expects continued consolidated revenue and earnings declines in the near term as mass market volumes from a material, expiring contract wind down. The B3 rating is further constrained by year-end financial leverage of 5.9 times, a relatively steep interest burden, the ongoing vulnerability of the specialty apparel industry to macroeconomic conditions impacting consumer spending, the company's poor track record with executing acquisitions, and its strong reliance on founder Max Azria. Additionally, the credit agreement allows the borrowers and their domestic subsidiaries to continue to fund non-guarantor foreign subsidiaries, although the investment and loan baskets have been tightened from previous levels. Given the potential for a double-digit consolidated revenue decline in 2011 due to the wind down of a large mass market contract, a ratings upgrade is unlikely in the near term. While a shift in focus away from mass market could prove beneficial to BCBG's core business in the long run, the immediate impact on earnings is negative. The ratings or outlook could be raised over time if the company were to demonstrate prudence in acquisitions and implement more conservative financial policies, such that financial leverage (debt to EBITDA) could be sustained below 5.2 times and interest coverage (EBITA to interest expense) above 1.7 times, while maintaining an adequate liquidity profile. The rating or outlook could be lowered if margins decline, revenue drops greater than currently expected, or management makes debt-funded acquisitions or other operational changes that cause liquidity to deteriorate or financial leverage to approach 6.5 times. Moody's upgraded these ratings of BCBG Max Azria Group, Inc.: -- Corporate Family Rating, upgraded to B3 from Caa1 -- Probability of Default Rating, upgraded to B3 from Caa1 Moody's affirmed the following rating: -- $230 million first lien term loan due 2015, B2 (LGD3, 35%) Moody's withdrew the following rating: -- $89 (originally $200) million senior secured term loan due 2011, previously rated B3 (LGD3, 37 %) The principal methodology used in rating BCBG Max Azria Group was the Global Retail Industry Methodology, published December 2006. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA, published June 2009. BERNARD L MADOFF: Keep Mets' Suit in Bankr. Court, SIPC Says ------------------------------------------------------------ Dan Rivoli at Bankruptcy Law360 reports that the Securities Investor Protection Corp. on Friday fought a motion from the owners of the New York Mets to move a $1 billion lawsuit filed by the trustee overseeing the liquidation of Bernie Madoff's firm to a federal court. Law360 says SIPC sided with Madoff trustee Irving Picard in opposing the motion from Mets owners Fred Wilpon and Saul Katz, who own the team through Sterling Equities Inc. and Sterling Mets LP, to move the case out of bankruptcy court. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping $50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 18, 2011, a total of $6.85 billion in claims by investors has been allowed, with $791.1 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BERNARD L MADOFF: Mets Owners Deny Shopping for Fraud Insurance --------------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that the owners of the New York Mets on Monday challenged claims by the trustee in the Bernard L. Madoff bankruptcy that they searched for fraud insurance to protect their investment with the disgraced financier years before his massive Ponzi scheme was exposed. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping $50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 18, 2011, a total of $6.85 billion in claims by investors has been allowed, with $791.1 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BERRY PLASTICS: To Acquire Rexam SBC for $360 Million ----------------------------------------------------- Berry Plastics Corporation entered into a definitive agreement to acquire the Rexam specialty and beverage closures business. Berry will pay approximately $360 million for Rexam SBC and the transaction is expected to close in the third quarter of 2011, subject to customary closing conditions. Rexam SBC is a leading manufacturer of injection and compression molded plastic specialty and beverage closures, jars, and other plastic packaging products for the food, beverage, industrial and household chemical, automotive and beauty end markets. Rexam SBC has eight manufacturing facilities globally, including seven in the U.S. and one in Brazil. In addition, Rexam SBC has manufacturing operations in Malaysia and Mexico through joint venture agreements, and a research and development technical center located in Perrysburg, Ohio. Rexam SBC had 2010 annual net sales of approximately $500 million and has 1,500 employees. Dr. Jonathan Rich, Chairman and CEO of Berry Plastics Corporation stated, "The acquisition of Rexam SBC demonstrates Berry's continued commitment to growing our business through the addition of packaging companies with excellent customers and great products. We are excited about the opportunities the Rexam SBC business will bring to Berry's customers, employees and investors." Curt Begle, President of Berry's Rigid Closed Top Division, stated, "This acquisition will complement Berry's broad product offering of value added packaging and establishes Berry in markets where we do not have a significant presence today. We are enthusiastic about acquiring the highly skilled and dedicated workforce of Rexam SBC, along with its strategic footprint of manufacturing operations throughout the world." About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At January 2, 2010 the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P. and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On December 3, 2009, Berry Plastics obtained control of 100% of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. The Company's balance sheet at April 2, 2011, showed $5.54 billion in total assets, $5.34 billion in total liabilities and $202 million in total stockholders' equity. * * * Berry Plastics has a 'B3' corporate family rating, with stable outlook, from Moody's Investors Service. Moody's said in April 2010 that Berry's B3 CFR reflects weakness in certain credit metrics, financial aggressiveness and acquisitiveness and a continued difficult operating and competitive environment especially in the flexible plastics and tapes segments. The rating also reflects the Company's exposure to more cyclical end markets, relatively weak contracts with customers and a high percentage of commodity products. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BETHESDA HOME: Fitch Affirms 'BB+' Rating on Revenue Bonds ---------------------------------------------------------- As part of its ongoing surveillance efforts, Fitch Ratings has affirmed the 'BB+' rating on these bonds issued on behalf of Bethesda Home and Retirement Center: -- $2,365,000 Illinois Health Facilities Authority revenue bonds, series 1999A. The Rating Outlook is Stable. Rating Rationale: -- Bethesda's financial and operating profile has stabilized after two consecutive years of failing to meet its 1.1 times (x) coverage per bond documents. -- Improved operating performance has been driven by expense controls, a positive trend in occupancy, and stronger Medicare census. -- Liquidity remains a major credit strength, with days cash on hand (DCOH) of 285.6, a cushion ratio of 15.8x and cash to debt of 272.6% as of March 31, 2011. -- Bethesda's bonds mature in 2014. Key Rating Drivers: -- Bethesda's operating improvement is sustained supported by a solid Medicare census. Security: Pledge of gross revenues and mortgage. Credit Summary: The rating affirmation reflects a stabilization in Bethesda's operating profile coupled with the historical strength of Bethesda's liquidity. The operating improvement has been driven by expense control, as well as improved occupancy, especially in Bethesda's Medicare census. After negative excess margins of 9.1% and 10.7% in 2008 and 2009, respectively, operations improved materially in 2010, with Bethesda finishing 2010 with only a negative 2.2% excess margin. The excess margin is running slightly positive in the three month interim period. Since 2005, when it was 80%, occupancy had been declining at Bethesda, falling to 61% at year end 2009. Occupancy has improved to 69%, as of March 31, 2011. As important, Bethesda's efforts to increase its short-term Medicare census--a key revenue driver for Bethesda as Medicare provides for higher reimbursement relative to Medicaid for short stays--finally gained traction as its Medicare census improved to 35% in 2010 from 26% in 2009, and it remained at 35% through the interim period. This improvement is reflected in the growth in Bethesda's patient revenue, which declined from 2008 to 2009, but increased 16% to $6.7 million in 2010. The operational improvement has stabilized debt service coverage. In 2008 and 2009, Bethesda failed to make its 1.1x coverage covenant as per its master trust indenture. Throughout 2009 Bethesda worked with a consultant on revenue initiatives, with a focus on Medicare, and currently Bethesda is in compliance with its bond covenants. In 2010, Bethesda covered its debt service coverage 1.2x and coverage was a stronger 2x in the three month interim. Bethesda has a fairly manageable debt burden as reflected by maximum annual debt service comprising a reasonable 4.6% of revenue as of March 31, 2011. Additionally, all of Bethesda's bonds mature in 2014. Liquidity continues to be a major credit strength, especially at the current rating level. As of March 31, 2011, Bethesda had DCOH of 285.6 days, a cushion ratio of 15.8x and cash to debt of 272.6%. Last year Bethesda's board began a process of seeking an affiliation partner. The initial process focused on local organizations, but in the last six months Bethesda has expanded this search to include potential affiliation partners on a national level. Bethesda's management reports that progress has been made and the field of possible affiliation partners reduced to a few serious candidates. Fitch expects Bethesda to make further progress within the next year in its affiliation search and Fitch will continue to monitor the situation and take additional rating action as is necessary. The current rating does not take into account the effect of a potential affiliation. Credit concerns include the need for Bethesda to maintain its current operational improvement and the highly competitive service area. While operations have improved, Bethesda's small revenue base magnifies fluctuations in operating performance, placing additional importance on Bethesda's ability to continue to manage expenses and maintain, and grow, current levels of occupancy. Bethesda's service area remains highly competitive with approximately 15 long-term care facilities and over 2,000 beds located within a five-mile radius of the facility, including a number of hospitals in the area with their own rehabilitation units. Bethesda has hired a new marketing person whose main focus is working with area hospital discharge planners. The Stable Outlook reflects Fitch's belief that Bethesda will be able to maintain current levels of operating performance over the next year further supported by its strong liquidity and the short maturation of its current bonds. Bethesda is a long-term care facility located in the Mont Clare neighborhood of Chicago. Total revenue in 2010 was $6.7 million. Bethesda is required to submit to the master trustee audited financial statements within 120 days of each fiscal year (including balance sheet, income statement, cash flow statement, and a compliance certificate) and the first three quarterly unaudited statements within 45 days after each fiscal quarter-end (including balance sheet and income statement only). Fitch views the disclosure requirements negatively since information is required to be sent only to the trustee and not directly to bondholders or the NRMSIRs. However, since 2009 Bethesda has voluntarily held regularly scheduled conference calls for bondholders, which includes disclosure of interim results. Fitch views these investor calls positively. BOWE BELL: Committee Seeks to Hire BDO Consulting as Advisers ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Bowe Bell + Howell Co.'s official committee of unsecured creditors seeks to hire BDO Consulting, a division of BDO USA, as financial advisers. The company filed its application on May 25 with the U.S. Bankruptcy Court in Wilmington, Del. About Bowe Bell Headquartered in Wheeling, Ill., BOWE BELL + HOWELL -- http://www.bowebellhowell.com/-- is a leading provider of high- performance document management solutions and services. In 1936, the company pioneered gripper arm mail-inserting systems and has one of the world's largest installed bases of such inserters as a result of the technology's flexibility, performance and reliability. The company's complete portfolio of inserting, sorting, plastic card, integrity, cutting, packaging, print-on- demand and software solutions is one of the most comprehensive product offerings for paper-based communications. These solutions are supported by one of the largest dedicated service organizations in the industry. In addition to its headquarters offices, the company maintains major manufacturing and service locations in Durham, N.C. and Bethlehem, Penn. Bowe Bell + Howell sought bankruptcy protection in the U.S. as part of a deal to itself to creditor Versa Capital Management Inc. to pay off debt. Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other affiliates, including Bowe Bell + Howell Holdings, Inc., filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on April 18, 2011. Bowe Systec estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Lee E. Kau fman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. McDermott Will & Emery is the Debtors' special corporate counsel. Focus Management Group is the Debtors' financial advisors. Lazard Middle Market LLC is the Debtors' investment banker. The Garden City Group, Inc is the Debtors' claims and notice agent. Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary, commenced parallel ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act. BBH Canada, as the proposed foreign representative for the Debtors in the ancillary proceeding, will ask an Ontario Superior Court judge to recognize the bankruptcy proceedings in the U.S. PricewaterhouseCoopers Inc. is the prospective Information Officer in the Canadian Proceeding. BOZEL SA: Can File Chapter 11 Reorganization Plan until August 1 ---------------------------------------------------------------- Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the Southern District of New York extended the period within which Bozel S.A. and its debtor affiliates exclusively may file a Chapter 11 plan and disclosure statement through August 1, 2011, and the period within which they exclusively may solicit acceptances of that plan through September 28, 2011. As reported by the Troubled Company Reporter on April 1, 2011, in an effort to reduce expense to the Debtors' estates by proposing a single joint plan of reorganization, the Debtors seek to establish uniform Exclusive Periods for Bozel S.A. and Bozel LLC. The Debtors also seek the extension of the Exclusive Periods to avoid the necessity of having to propose a Chapter 11 plan prematurely, and to ensure sufficient time after passage of the proposed uniform claims bar dates to formulate a plan that best addresses the interests of the Debtors' creditors and their estates. Allen G. Kadish, Esq., at Greenberg Traurig, LLP, in New York, insisted that despite an initial delay in the Debtors' Chapter 11 cases, the Debtors have made substantial progress in moving these Chapter 11 cases forward: (i) Bozel has secured postpetition financing at below-market rates to ensure continuity of its operations while it was in bankruptcy; (ii) solicited bids for Bozel's shares in Bozel Mineracao S.A. or Bozel Brazil and Bozel Europe S.A.S. or Bozel Europe, which required coordination and management of significant diligence requests across three continents and conducted the Auction; and (iii) consummated the sale on Feb. 17, 2011, which resulted in Japan Metals & Chemicals Co., Ltd. purchasing significantly all of Bozel's assets for $30 million and the satisfaction of all amounts due pursuant to the DIP Order and of the only secured claims against the Debtors. Since the Closing on February 17, 2011, the Debtors have been able to shift their focus to other critical, but less time-sensitive, post-closing issues which necessarily must be resolved in order to formulate a plan of reorganization, Mr. Kadish said. Given the unique and extraordinary circumstances of these Chapter 11 cases, a further extension of exclusivity is appropriate in order for the Debtors to continue their progress, the focus of which now shifts to gathering information about the creditor bodies of the Debtors across multiple countries on at least three continents, he pointed out. Mr. Kadish also told the Court that the allowed secured claims of the only two known secured creditors have been paid in full, and the thrust of the Debtors' efforts in this post-Closing phase of the case is to identify and provide notice of a uniform Bar Date to creditors so that proofs of claim can be filed, analyzed, and evaluated in order to formulate a joint plan. About Bozel S.A. Bozel S.A. is a mineral mining company based in Luxembourg. Bozel S.A. sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-11802) on April 6, 2010. William F. Savino, Esq., Daniel F. Brown, Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP in Buffalo, N.Y., represent the Debtor, and BDO Consulting serves as the Debtor's financial advisor. Allen G. Kadish, Esq. -- kadisha@gtlaw.com -- Kaitlin R. Walsh, Esq. -- walshkr@gtlaw.com -- and Mark D. Bloom, Esq. -- bloomm@gtlaw.com -- at Greenberg Traurig, LLP, represent the Liquidator. In its schedules of assets and liabilities, Bozel S.A. reported total assets of US$41,134,010 and US$47,365,036 in total liabilities. Bozel, LLC, a subsidiary of Bozel SA, filed a separate petition for Chapter 11 on January 10, 2011 (Bankr. S.D.N.Y. Case No. 11-10033). Gary C. Fischoff, Esq., at Steinberg, Fineo, Berger & Fischoff, in Woodbury, N.Y., represents the Debtor as counsel. The Debtor estimated assets of US$1 million to US$10 million and debts of US$10 million to US$50 million in its Chapter 11 petition. The two cases are jointly administered under Case No. 10-11802. BROOKFIELD OFFICE: S&P Affirms 'BB+/P-3' Preferred Stock Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Brookfield Office Properties Inc. and Brookfield Office Properties Canada (BOX) to stable from negative. "We continue to analytically view these two related companies as one entity because Brookfield retains an 83% ownership interest in BOX. At the same time, we affirmed our 'BBB' corporate credit and our 'BB+/P-3 High' preferred stock ratings on the two companies," S&P said. "The outlook revision reflects our view that operating conditions for most of Brookfield's office markets are strengthening and that recent high leasing volume and further modest deleveraging will contribute to a gradual improvement in the company's debt coverage measures over the next two years," said credit analyst Elizabeth Campbell. "Our ratings on Brookfield reflect its strong business risk profile due to its high-quality office portfolio, which is characterized by in-place rents that are below current market rents. The portfolio also benefits from long-term leases to good- quality tenants." The company's high quality office portfolio has retained strong occupancy levels due to its concentrations in better performing high-barrier to entry markets. "We have tolerance for the recent dip in Brookfield's fixed-charge coverage because we acknowledge the cash flow stability benefit that the company's recently acquired, lower-yielding but high-quality Australian office portfolio should provide. Fixed-charge coverage measures are low; however, we believe that they are on a slow, steady path toward a more appropriate 2x area over the next two years." BUFFETS INC: Moody's Downgrades CFR to Caa2; Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Buffets, Inc. debt ratings, including its Corporate Family and Probability of Default Ratings to Caa2 from Caa1, and the senior secured credit facility rating to Caa1 from B3. The ratings outlook remains negative. Ratings downgraded: -- Corporate Family Rating to Caa2 from Caa1 -- Probability of Default Rating to Caa2 from Caa1 -- Senior secured 1st lien term loan to Caa1 (LGD3, 39%) from B3 (LGD3, 35%) RATINGS RATIONALE The downgrade and negative outlook reflect Buffets' weaker than expected operating performance and credit metrics, as well as its deteriorating liquidity position. Weak economic conditions continue to pressure the company's target customer, driving negative guest traffic and same store sales at most of Buffets' restaurant concepts. As a result of earnings declines, the company's debt/EBITDA continues to increase, and EBITA/Interest remains well below 1.0 time. As a result, covenant compliance has become more tenuous, especially when considering contractual tightening set to occur over the next several quarters. In addition, Buffets' free cash flow has turned negative over the past twelve months, largely due to timing of certain payments on top of capital spending related to its reconcepting initiative. This has led to a significant decline in cash balances, which is the company's only source of liquidity as it does not have a committed revolving credit facility. Buffets' ratings could be downgraded if operating performance or liquidity continue to deteriorate, leading to an increased probability of default. Given the negative outlook, upward ratings pressure is unlikely over the near term. Over the longer term, a higher rating would require Buffets to improve liquidity by increasing cushion under its financial covenants and improving free cash flow and cash balances, while demonstrating improvement in operating performance, same store sales and debt protection metrics. The principal methodologies used in this rating were Moody's Global Restaurant Industry Methodology published in June 2008 and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Buffets, Inc. owns, operates, and franchises buffet style family restaurants. Annual revenues are approximately $1.2 billion. CAPITAL POWER: S&P Puts BB Global Scale Rating on Watch Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'BBB' long-term corporate credit ratings on Capital Power Income L.P. and CPI Preferred Equity Ltd. on CreditWatch with negative implications. "At the same time, we placed our 'BBB' issue-level ratings on CPI's and Curtis Palmer LLC's senior unsecured debt, and our 'BB' global scale and 'P-3(High)' Canada scale ratings on CPIPE's preferred shares on CreditWatch with negative implications," S&P said. These rating actions follow the June 20, 2011, joint announcement by CPI and Atlantic Power Corp. (ATP, not rated) of an agreement for ATP to acquire CPI, subject to a favorable vote by CPI's unitholders and ATP's shareholders and the necessary regulatory approval. S&P expects the transaction to be completed in fourth- quarter 2011. "We believe that the acquisition of CPI's assets by ATP could possibly result in a weaker business risk profile", said Standard & Poor's credit analyst Greg Pau. "In our view, resource concentration of the combined entity, given that the majority of EBITDA in both CPI and ATP is generated by gas-fired plants; higher power purchase agreement counterparty credit risk; and recontracting risks in ATP's portfolio compared with CPI's could potentially more than offset the benefit of an enlarged and more diversified portfolio of the combined entity," Mr. Pau added. In addition, the presence of sizable project-level debt in some of ATP's generation projects could increase variability of cash flow from these projects to support corporate level debt servicing. "The ratings on Edmonton, Alta.-based CPI reflect what we view as the company's relatively stable revenue and cost profile, which a diversified portfolio of generation assets, long-term contracts for most production, and predominantly investment-grade counterparties all support. Notwithstanding long-term contracts, we believe that operating issues, fluctuating hydrology, input availability, and price fluctuations could affect the partnership's operating margins. We also believe that CPI's limited market position in each of the geographic regions partially offsets the benefit of geographic diversification," S&P said. CPI's 1,400-megawatt, 20-plant portfolio is diversified across several offtakers, jurisdictions, generating technologies, and fuel sources. The assets are geographically dispersed in Canada and the U.S., and are relatively small participants in the regional electricity markets in which they operate. Typically, the portfolio fuel mix, weighted by EBITDA in 2010, is approximately 59% natural gas, 23% hydroelectric, and 17% wood waste and other. Geographically, CPI generated 45% of 2010 EBITDA from its Canadian and 55% from its U.S. facilities. Capital Power Corp. (CPC; BBB/Stable/--) holds 29.2% equity interests in CPI and the agreement reflects the conclusion of its strategic alternative review on CPI since October 2010. Standard & Poor's will resolve the CreditWatch upon closing of the transaction, if it progresses according to plan, and after obtaining greater clarity and details on the combined entity's capital structure, business strategy, and financial policies. "In resolving the CreditWatch, we would review the impact of the acquisition on the combined entity's financial risk profile upon assessing its initial post-transaction capital and corporate structures and cash flow coverage measures, as well as future financial risk appetite. In this case, we could resolve the CreditWatch in fourth-quarter 2011. Delays in the transaction would likely result in similar delays in our CreditWatch resolution. If the transaction falls through, we would review CPI's next strategic steps and assess the rating impact. If we are not able to resolve the CreditWatch within the next 90 days, we will provide an update at that time," S&P said. CAR WASH: Can Hire Martin Thomas to Handle Reorganization Case -------------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Car Wash Resources, L.P., to employ Martin Thomas as counsel. As counsel, Mr. Thomas is: -- assisting the Debtor in the formulation of a disclosure statement and plan of reorganization and in obtaining confirmation and consummation of a plan of reorganization; -- assisting the Debtor in preserving and protecting the Debtor's estate; -- investigating and prosecuting preference, fraudulent transfer and other actions arising under the Debtor's avoiding powers. Mr. Thomas' hourly rate is $400. To date, Mr. Thomas has received no payment for Debtor for this case or otherwise, however, he did receive a retainer $12,500 which he is holding in trust. To the best of the Debtor's knowledge, Mr. Thomas is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Thomas can be reached at: Martin K. Thomas, Esq. P.O. Box 36528 Dallas, TX 75235 Tel: (214) 951-9466 Fax: (214) 951-9007 Dallas, Texas-based Car Wash Resources, L.P., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Texas, Case No. 11-40623) on Feb. 28, 2011. James Bo Brown, Esq., of JBB Law Group, in Bedford, Texas, serves as the Debtor's bankruptcy counsel. The Company disclosed $4,847,900 in assets and $5,699,500 in liabilities as of the Chapter 11 filing. CARDTRONICS INC: S&P Places 'BB-' CCR on Watch Developing --------------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB-' corporate credit rating on Houston-based Cardtronics Inc. on CreditWatch with positive implications. "We also placed the 'BB-' issue-level rating on the company's senior subordinated debt on CreditWatch, but with developing implications, which means we may raise or lower the rating," S&P said. "The action reflects the uncertain impact on the issue-level rating due to several factors," explained Standard & Poor's credit analyst Alfred Bonfantini, "including the potential raising of the corporate credit rating and the possible impact of the newly acquired assets and additional debt in the capital structure on the recovery rating." The CreditWatch listing follows the announced acquisition of the ATM business of unrated Walnut Creek, Calif.-based EDC, for a net purchase price of $145 million. EDC is the second-largest U.S. independent ATM owner and operator, with an ATM fleet of approximately 3,700 across 47 states. To finance the transaction, Cardtronics will exercise the accordion feature under its existing unrated revolving credit agreement to increase total revolver commitments to $220 million, and will draw down the revolver to complete the acquisition. Total revolver outstandings at the close of the acquisition are likely to be about $180 million. Despite EDC's modest revenue and EBITDA base, the combination strengthens Cardtronics' position as the largest non-bank ATM owner by providing a moderate increase in scale and transaction volume, and additional bank branding relationships and opportunities. Pro forma revenues will grow to about $600 million (from about $542 million for the trailing-12-month period), and its overall U.S. ATM market share will rise to about 7.5%. "While this transaction will increase pro forma debt to EBITDA from about 2x in March 2011 (including our adjustments for operating leases)," added Mr. Bonfantini, "we do not believe that leverage will rise above 3x, even when excluding any anticipated synergies." We feel that even at this pro forma leverage level, Cardtronics may be able to support a 'BB' rating while pursuing its longer term growth and shareholder return strategies. In addition, its solid free cash flow can be used to repay debt. "An upgrade is likely if the company's growth strategy allows it to maintain total debt to EBITDA at less than 3x over the intermediate term, including debt incurred for opportunistic acquisitions," said Mr. Bonfantini. "We will meet with management to review Cardtronics' integration plan and business and financial strategies, as well as assess the sustainability of its current operating trends, prior to resolving the CreditWatch listing," S&P said. CARL'S FURNITURE: Aims to Emerge From Bankruptcy Next Year ---------------------------------------------------------- Clint Engel at Furniture Today reports that Carl's Furniture said it intends to emerge from bankruptcy by the fall of 2012 with three stores. In a statement, Carls said its goal is to restructure "to assure its successful continuing operations." Two members of the retailer's board of directors, Myron Baker and Robert Dragin, said the seven-store chain will close unprofitable stores in the next 60 to 90 days and "obtain reduced rent on the continuing stores." According to the report, two of Carl's seven furniture stores in South Florida -- in Boca Raton and Kendall -- have been in the process of liquidating and the locations will be taken over by Havertys and Baer's, respectively. In the filing, Carl's disclosed assets of $6.1 million and debts of $9.1 million. A dozen industry-related companies are listed among its 20 largest unsecured creditors and are owed $2.4 million, led by Klaussner with two claims listed, one for $366,683 and another listed for JDI Klaussner for $218,902. Carl's Furniture, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-24203) on May 24, 2011. Robert C. Furr, Esq., at Furr & Cohen, in Boca Raton, Florida, serves as counsel to the Debtor. Carl's disclosed $6,145,947 in assets and $9,147,163 in liabilities. Four affiliates also sought Chapter 11 protection. The Debtors have $1 million of debtor-in-possession financing from the existing owners. CARLISLE APARTMENTS: Seeks Approval of Compass Bank Settlement -------------------------------------------------------------- The Carlisle Apartments, L.P., seeks approval of a settlement agreement between the Debtor, RECAP Investments XI - Fund A, L.P., and RECAP Investments XI - Fund B, L.P., on the one hand, and Compass Bank, on the other hand. The Settlement between Debtor, RECAP and the Bank provides the means by which Debtor can extinguish all obligations between Debtor and the Bank, including its Note and concomitant swap obligation owing from Debtor to the Bank, at a discount of 10%, which provides Debtor with significant savings. In order to consummate the settlement, the Debtor has obtained a term sheet for exit financing from NXT, such that Debtor's new lender will be NXT, and NXT will then hold a first priority deed of trust on the Project. All obligations by and between Debtor, RECAP and the Bank will be deemed satisfied. The Debtor believes that the Settlement represents a significant step toward bringing this Case to a prompt conclusion and that it exercised its prudent business judgment by entering into the Settlement to satisfy Debtor's obligations to the Bank for a discounted amount of approximately l0%. The Settlement is a fair and equitable resolution of the Parties' relationship and is in the best interests of the Parties, Debtor's estate and its creditors. In summary, the Parties have agreed to the following Settlement Terms: a. Transaction Price and Contingencies - The Bank will extinguish all of the Debtor's Obligations for $30 million. The Debtor will also pay a pre-petition swap obligation owed to the Bank at closing in the amount of $26,382. b. Releases - At the closing of the Transaction, Debtor and RECAP, and the Bank will exchange mutual releases releasing one another from any and all liabilities in respect of Debtor, including a release of the guarantee obligations of RECAP. c. Deposit - RECAP and the Bank will enter into a Deposit Agreement, upon execution of which RECAP will provide to the Bank a $2 million non-refundable deposit, which is intended to be outside of the jurisdiction of the Bankruptcy Court as it is being provided by a non-debtor entity and not from Debtor's estate. d. Plan of Reorganization - If the Transaction has not been consummated on or before Aug. 7, the Debtor will file a plan of reorganization and accompanying disclosure statement containing the terms as may be mutually agreed between the Bank and Debtor. The Bank agrees to support confirmation of the Plan for a period of 75 days from the date of the filing of the Plan. e. Extensions of the Closing Date - If the Transaction has not been consummated within 45 days, the deadline will be extended for two weeks, provided that RECAP will provide to the Bank an additional non-refundable deposit of $250,000. The Bank may grant additional one week extensions, and for each extension, the Transaction Price will increase $100,000. f. Expenses - If the Transaction is consummated, Debtor and RECAP will reimburse the Bank for its reasonable expenses, including attorney fees, related solely to the Transaction, up to a maximum amount of $75,000. About Carlisle Apartments The Carlisle Apartments, L.P., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-16805) in Manhattan on Dec. 27, 2010. The Debtor estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. Peter Alan Zisser, Esq., at Squire, Sanders & Dempsey LLP, in New York, serves as bankruptcy counsel to the Debtor. Gordian Group, LLC, is the investment banker and financial advisor. CARLISLE APARTMENTS: Seeks OK of $28.5 Million NXT Exit Financing ----------------------------------------------------------------- The Carlisle Apartments, L.P., asks authorization from the U.S. Bankruptcy Court for the Southern District of New York to obtain $28,500,000 in post-petition financing from NXT Capital LLC in order to consummate the settlement agreement with Compass Bank and authorizing the consensual use of cash collateral. The Debtors also want grant to NXT a first priority deed of trust on Debtor's property known as Phillips University Center, a 372-unit, garden style apartment complex in Charlotte, N.C. The salient terms of the settlement agreement are: a. Security: The Loan, Exit Fee and all other amounts due to the Lender under the Loan Documents will be secured by a perfected first lien on the Property, all leases and rents, personal property, fixtures, accounts, inventory, receivables, machinery, equipment and proceeds, contract rights, licenses and permits, and a pledge of all escrow and reserve accounts. b. Loan Fee: The Loan Fee is 1.25% of the Loan Amount. c. Term: The term is 3 years, with one 12-month extension option available. d. Interest Rate: A rate equal to a floating rate per annum equal to the aggregate of 4.00% plus the Base Rate, but in no event will the Interest Rate be lower than 6.75%; provided, that so long as Borrower remains in bankruptcy, the Interest Rate will be 7.50%. e. Prepayment: The loan is prepayable at any time, subject to NXT having received a minimum of 12 months' interest. f. Exit Fee: The Exit Fee is due upon repayment in whole of the Loan, whether at maturity, upon prepayment, upon acceleration or otherwise. During the first 48 months, the Exit Fee due is equal to the sum of (a) $427,500 or 1.5% of the total Loan Amount and (b) any positive difference between $1,923,750 and interest actually paid to Lender. If it takes Debtor longer than 150 days from the Closing Date to exit bankruptcy, another additional $142,500 is added to the Exit Fee. The Debtor, RECAP, and NXT have engaged in good faith, extensive, arm's-length negotiations with respect to the terms and provisions of the proposed Financing. The Financing will provide Debtor with the necessary funds to consummate the Transaction and be released from the Obligations, at a significant discount. The Financing is also beneficial to Debtor, and in Debtor's best interest, because the proposed interest rate is a market rate of interest, and it is up to a 4-year loan, which provides the Property an opportunity to stabilize and for the real estate market to turn around so that, ultimately, the full potential of the Property can be achieved. The Property has only been fully rented for two months, and Debtor has been unable to obtain any other offer for 4-year financing under these circumstances. The existing lender would not voluntarily restructure its existing debt into a four year loan. About Carlisle Apartments The Carlisle Apartments, L.P., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-16805) in Manhattan on Dec. 27, 2010. The Debtor estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. Peter Alan Zisser, Esq., at Squire, Sanders & Dempsey LLP, in New York, serves as bankruptcy counsel to the Debtor. Gordian Group, LLC, is the investment banker and financial advisor. CATHOLIC CHURCH: Milwaukee Opposes Creditors' Deposition Request ---------------------------------------------------------------- Dow Jones' DBR Small Cap reports that the Archdiocese of Milwaukee is opposing a bid from unsecured creditors to depose elderly witnesses, including priests the creditors say committed sexual abuse or helped to cover up abuse. About the Diocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 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) CC MEDIA: David Abrams Owns 19.9% of Class A Common Stock --------------------------------------------------------- In an amended Schedule 3G filing with the U.S. Securities and Exchange Commission, David Abrams and his affiliates disclosed that they beneficially own 4,689,365 shares of Class A common stock of CC Media Holdings, Inc., representing 19.9% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/qPCeQL About CC Media and Clear Channel San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on- demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. CC Media has three reportable business segments: Radio Broadcasting; Americas Outdoor Advertising; and International Outdoor Advertising. Approximately half of CC Media's revenue is generated from its Radio Broadcasting segment. The Company reported a net loss of $462.8 million on $5.866 billion of revenue for the fiscal year ended Dec. 31, 2010, compared with a net loss of $4.049 billion on $5.552 billion of revenue for the fiscal year ended Dec. 31, 2009. The Company's balance sheet at March 31, 2011, showed $16.94 billion in total assets, $24.22 billion in total liabilities and a $7.28 billion total shareholders' deficit. * * * CC Media Holdings carries 'CCC+' issuer credit ratings from Standard & Poor's. Clear Channel Carries a 'Caa2' corporate family rating from Moody's Investors Service and an issuer default rating of 'CCC' from Fitch Ratings. Fitch said in November 2010, that its ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable interest burden that pressures free cash flow generation; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. In February 2011, Standard & Poor's affirmed it 'CCC+' corporate credit rating and positive outlook on CC Media Holdings and operating subsidiary Clear Channel, which S&P views on a consolidated basis. S&P said the 'CCC+' corporate credit rating on CC Media Holdings Inc. reflects the risks surrounding the longer-term viability of the company's capital structure--in particular, refinancing risk relating to sizable secured debt maturities in 2014 ($3.2 billion pro forma for the transaction) and 2016 ($10.4 billion). In S&P's view, the company has a satisfactory business risk profile, due to its position as the largest radio and global outdoor advertising operator, its good geographic and market diversity, and moderate long-term growth prospects at the outdoor business. S&P views the financial risk profile as highly leveraged, given the company's significant refinancing risk, roughly break-even EBITDA coverage of interest expense, and slim discretionary cash flow. CLEVELAND REAL ESTATE: Case Summary & 3 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Cleveland Real Estate Partnership P.O. Box 29 Auburn, AL 36831 Bankruptcy Case No.: 11-31538 Chapter 11 Petition Date: June 20, 2011 Court: United States Bankruptcy Court Middle District of Alabama (Montgomery) Judge: Dwight H. Williams Jr. Debtor's Counsel: James L. Day, Esq. MEMORY & DAY P.O. Box 4054 Montgomery, AL 36103-4054 Tel: (334) 834-8000 Fax: (334) 834-8001 E-mail: jlday@memorylegal.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 three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/almb11-31538.pdf The petition was signed by Jim W. Cleveland, III, general partner. CLS RENTAL: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: CLS Rental Properties, LLC fdba CLS Investment Properties, Inc. P.O. Box 325 Madison, TN 37116 Bankruptcy Case No.: 11-06110 Chapter 11 Petition Date: June 17, 2011 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Judge: George C. Paine, II Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com Scheduled Assets: $2,420,360 Scheduled Debts: $1,949,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Clarence Summey, Jr., president. CLASSICSTAR LLC: Court Won't Reverse Despite "New Evidence" ----------------------------------------------------------- Bankruptcy Judge Joseph M. Scott, Jr., denied Neil Baker's Motion to Vacate a judgment entered against him and in favor the Chapter 7 Trustee for ClassicStar, LLC. Mr. Baker argues that despite having filed a Notice of Appeal of the Memorandum Opinion and Order of Judgment entered March 14, 2011, and the Order awarding post-judgment interest entered April 22, 2011, the Court has jurisdiction to vacate the judgment based on "new evidence" allegedly discovered following trial and entry of the Court's judgment. Mr. Baker argues that this "newly discovered" evidence demonstrates that the judgment entered is based on erroneous facts and should therefore be vacated pursuant to (1) F.R.B.P. Rule 60(b)(1) on grounds of "mistake, inadvertence, surprise or excusable neglect;" (2) Rule 60(b)(2) as "newly discovered evidence;" (3) Rule 60(b)(3) as "fraud (whether previously called intrinsic or extrinsic), misrepresentation, or misconduct by an opposing party;" or (4) Rule 60(b)(6) to avoid manifest injustice or inequity. The Chapter 7 Trustee filed a Complaint against Baker on Sept. 14, 2009, alleging a Dec. 8, 2005 transfer made by ClassicStar to Key Bank, N.A., is recoverable by the Chapter 7 Trustee from Mr. Baker as a fraudulent transfer pursuant to 11 U.S.C. Sections 548 and 550. The Chapter 7 Trustee's position is that the transfer made by the Debtor to Key Bank was for payment of Mr. Baker's loan with Key Bank -- used to finance Mr. Baker's acquisition of his interest in the Debtor's Mare Lease Program -- and the Debtor received no consideration for the payment. Mr. Baker denied the Chapter 7 Trustee's allegations and defended on the grounds that the Debtor did receive reasonably equivalent value for the payoff of his Key Bank Loan. The case is James D. Lyon, Chapter 7 Trustee of ClassicStar, LLC, v. Neil Baker, Adv. Proc. No. 09-5155 (Bankr. E.D. Ky.). A copy of Judge Scott's June 18, 2011 Memorandum Opinion is available at http://is.gd/kDYku4from Leagle.com. About ClassicStar LLC Headquartered in Lexington, Kentucky, ClassicStar LLC operated as a thoroughbred horse breeder. The Company also leased horses and rents out the reproductive systems of select thoroughbred mares. The Company filed for Chapter 11 protection (Bankr. E.D. Ky. Case No.07-51786) on Sept. 14, 2007. Attorneys at Henry Watz Gardner Sellars & Gardner, PLLC, represented the Debtor while attorneys at Stites & Harbison, PLLC, represented the Creditors Committee. In its petition, the Debtor said assets totaled $227 million, comprised of account receivable from National Equine Lending Corp., and debts of $72.7 million. On April 14, 2008, the Court converted the case to a Chapter 7 liquidation, at the behest of the U.S. Trustee. James D. Lyon was appointed to serve as Chapter 7 Trustee. CLINTONDALE COMMUNITY: Moody's Cuts Rating on $6.3MM Debt to Ba3 ---------------------------------------------------------------- Moody's Investors Service has downgraded the rating to Ba3 from Ba2 on Clintondale Community Schools' $6.2 million of outstanding Moody's rated general obligation unlimited tax debt. The negative outlook has been removed. SUMMARY RATING RATIONALE The bonds are secured by the district's general obligation unlimited tax pledge. The Ba3 rating reflects the district's consecutive years of operating deficits with negative General Fund balances, limited revenue raising flexibility and recent reductions in state per pupil funding, stressed financial operations that are reliant on one-time revenues and that are expected to remained structurally imbalance, weak economy with declining taxable valuations and population, and high debt burden. STRENGTHS - Currently stable enrollment due to net positive open enrollment which favorably impacts state aid disbursement - State's constitutional obligation to pay debt service of bonds qualified for the School Bond Qualification and Loan Program CHALLENGES - Continued structurally imbalance operations; limited revenue raising flexibility and reliance on one-time revenues - Recent reduction in state per pupil funding placing further stress on financial operations - Reliance on cash flow borrowing for operations; extremely limited liquidity - Declining tax base and population which may lead to enrollment declines in the long-term DETAILED CREDIT DISCUSSION CONSECUTIVE YEARS OF OPERATING DEFICITS AND NEGATIVE GENERAL FUND BALANCE The district's financial position will likely remain challenged in the near to medium term due to consecutive years of operating deficits, pressured revenues streams, and expected growing General Fund deficit. The district has posted consecutive years of operating deficits since fiscal 2004 mostly due to expenditures outpacing revenue growth. As a result, the district's General Fund declined from a modest $447,000 (1.3% of revenues) in fiscal 2004 to a negative $5.5 million (-17% of revenues) at the close of fiscal 2010. Per state law, the district submitted a Deficit Elimination Plan (DEP) in February 2009 to the state, with a goal of eliminating the deficit by fiscal 2013. However, as the district continued to experience revenue shortfalls, the operating deficits have been greater than projected. For fiscal 2010, the district budgeted for a $500,000 operating surplus, however ended the year with an operating deficit of $307,000 due to lower revenues including interest, grants, program fees and state aid. For fiscal 2011, officials projected a $1.6 million operating surplus. However, year-to-date, the district has only received half of the grant revenues that were expected. As a result, officials are projecting a nearly $800,000 shortfall, and estimate a fiscal 2011 year-end deficit General Fund balance of a negative $4.8 million or approximately a negative 15% of fiscal 2010 revenues. Due to continued operating shortfalls and the unlikelihood of eliminating the deficit by fiscal 2013, officials submitted a revised DEP to the state. The recently updated DEP shows the district in a negative General Fund balance position through fiscal 2015 and finally positive by fiscal 2016. This DEP does assume a 2% increase in revenues (including state aid) and essentially flat growth in expenditures. Moody's expects the district's operations will remain pressured and may not meet its objective of eliminating sizable accumulated deficits in the near term especially given recent reductions in state per pupil funding. Reflective of the district's fiscal stress, the district's liquidity has been declining with increasing reliance on cash flow borrowing for operations. As the General Fund deficit has been growing, the district has increased its amount of cash flow borrowing from the state. The district's cash flow borrowing nearly doubled from $5.6 million in fiscal 2007 to $9.75 million in fiscal 2010. Cash flow borrowing comprised a significant 30.1% of revenues in fiscal 2010, further signifying the district's weak financial flexibility. Officials expect to borrow approximately $9 million for fiscal 2011. Such limited liquidity leaves the district with inadequate financial measures to absorb any unforeseen budgetary expenditures. RECENT REDUCTION IN STATE PER PUPIL FUNDING PLACES FURTHER PRESSURE ON OPERATIONS Typical of Michigan school districts, state aid comprises the majority of the district's general operating revenues (79.2% in fiscal 2010), followed by local property taxes (9.8%). As state aid is per pupil based, declining enrollment or a decrease in the per pupil foundation allowance pressures the district's revenues. Recently, the State of Michigan announced a significant cut of $470 per pupil for fiscal 2012 and 2013. For fiscal 2012, management is currently working on a draft budget to incorporate the reductions in state aid revenue which were not included in the recently amended DEP. The district expects to lose approximately $800,000 in state aid as a result of the $470 reduction in per pupil funding. Management has preliminarily identified approximately $900,000 in expenditure reductions which will be achieved mostly by layoffs. With these changes, management expects that financial operations will remain in alignment with the new DEP. The district's enrollment has recently improved (1.45% average annual increase between 2006 and 2010) mostly due to increased enrollment in the adult and alternative education programs. Despite a few years of increases, the district's enrollment declined by a significant 4.5% in 2011 due to the elimination of a summer school program and scaling down of the adult education program. Declining enrollment levels and continuing reductions in state aid may put further pressure on the district's finances as the district's revenue raising flexibility is limited. Moody's will continue to monitor the district's General Fund position. Failure to regain structural balance and eliminate the substantial General Fund deficit could exert future downward pressure on the district's overall credit profile. DECLINING TAX BASE IN SOUTHEASTERN MICHIGAN IN MACOMB COUNTY The district's modest $780 million tax base is expected to continue to decline in the near term reflecting the regional contraction of the automotive industry and depreciation of residential and commercial values. Located in Macomb County (GO rated Aaa) northeast of Detroit (GO rated Ba3/ negative outlook) the district's taxable and full valuations began declining in 2008. The district's full valuation has been declining at average annual rate of negative 3.7% between 2006 and 2010. Although officials report stable operations at the district's local largest taxpayers and employers, of greater concern is the significant automotive industry presence in the regional economy, especially throughout Macomb County. Although the domestic automotive manufacturing sector has shown modest signs of stabilization, the district continues to lose population and may be adversely impacted by future declining enrollment. Macomb County's April 2011 unemployment level of 11.1% though improved compared to 2010 (15.1%), remains higher than the state and national averages of 10.1% and 8.7%, respectively for the same time period. District resident income levels approximate state medians with per capita and median family incomes at 99.9% and 103.8% of the state, respectively. HIGH DEBT BURDEN WITH NO ADDITIONAL BORROWING PLANNED The district's debt levels will likely remain high given the district's declining full valuations. The district's direct debt burden of 9.0% is significantly higher than the median debt burden for Moody's rated Michigan school districts of 2.0%. The district has a total outstanding $40.3 million general obligation bonds and $28.2 million borrowed from the State's School Bond Loan Fund. Moody's currently has a rating on $19.2 million of outstanding GOULT debt. Principal amortization is rapid, with 79.9% of all debt retired in ten years. The district reports no major capital needs and has no plans to issue debt in the near-term. WHAT COULD CHANGE THE RATING UP: - Material operating surpluses, achieved through structurally balanced financial solutions that will carry forward to future budgets. - Successful implementation and realization of updated Deficit Elimination Plan in timely manner WHAT COULD CHANGE THE RATING DOWN: - Continued operating shortfalls resulting from negative budget variances yielding larger deficits in the General Fund. - Further economic deterioration, and reductions in state aid resulting in continued declining revenues and increasing pressure on district operations. KEY STATISTICS 2000 Census population: 10,741 (-3.3% from 1990) 2010 Full valuation: $780 million (-3.7% average annual decline from 2006) 2010 Full value per capita: $72,590 Macomb County unemployment (April 2011): 11.1% District per capita income as % of US: 99.9% District median family income as % of US: 103.8% Average annual enrollment (2006 - 2010): +1.4% Fiscal 2010 General Fund balance: -$5.5 million (-17% of General Fund revenues) Direct debt burden: 9.0% Principal payout (10 years): 79.9% Total general obligation unlimited tax debt outstanding: $40.3 million Moody's rated general obligation unlimited tax debt outstanding: $6.2 million PRINCIPAL METHODOLOGY The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. COMPTON PETROLEUM: Files Form 6-K; Posts $3.46MM Earnings in Q1 --------------------------------------------------------------- Compton Petroleum Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 6-K reporting net earnings of $3.46 million on $35.65 million of revenue for the three months ended March 31, 2011, compared with net earnings of $25.46 million on $60.78 million of revenue for the same period a year ago. The Company's balance sheet at March 31, 2011, showed $790.49 million in total assets, $600.27 million in total liabilities and $190.21 million in total equity. A full-text copy of the Form 6-K is available for free at: http://is.gd/XWpZuz About Compton Petroleum Compton Petroleum Corporation is an exploration and production company. The Company explores for, develops, and produces oil and gas in western Canada. Compton's interests include the areas of Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in Alberta, Canada. * * * Moody's Investors Service has withdrawn Compton Petroleum's ratings following the repayment of its rated debt. Ratings withdrawn include the 'Caa1' Corporate Family Rating and Probability of Default Rating, and the 'Caa2' senior unsecured notes rating. As reported by the Troubled Company Reporter on Dec. 1, 2010, Standard & Poor's Ratings Services withdrew its 'B' long- term corporate credit rating on Compton Petroleum Corp. At the same time, Standard & Poor's withdrew its 'B-' senior unsecured rating and '5' recovery rating on subsidiary Compton Petroleum Finance Corp.'s US$193.5 million senior unsecured notes. S&P withdrew the ratings at the Company's request. This concludes the Troubled Company Reporter's coverage of Compton Petroleum until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. COPPER KING: SEC Sues Officers For Misleading Investors ------------------------------------------------------- The Associated Press reports that federal regulators have sued Copper King Mining Corporation, and its former president Mark Dotson and stock promoter Wilford Blum, contending they misled thousands of investors with false and misleading claims about copper deposits and revenue projections. According to the report, the Securities and Exchange Commission's civil lawsuit alleges the Company, and Messrs. Dotson and Blum violated federal securities laws over the sale of millions of dollars of unregistered company shares. The AP says the complaint, filed in U.S. District Court for Utah, claims Copper King issued fraudulent statements and news releases, sold unregistered securities and prepared false stock tradability opinion letters. The SEC further alleges Dotson knew his claims about the prospects of his company's mining property near Milford in Beaver County were false and misleading, the Salt Lake Tribune and Deseret News of Salt Lake City reported. Among other things, the SEC claims Dotson stated that the value of copper and silver extracted from the mine would exceed $1.2 billion within five years and that revenues would reach $103 million annually, relates the Company. The report says the SEC suit claims Blum raised $12.3 million selling unregistered shares of the stock from 2008 to 2010. Of that amount, Blum and his company, Alexander Lindale LLC, turned over $9 million to Copper King and kept $3.2 million, according to the SEC. In its complaint, the SEC is asking the court to order Mr. Blum to forfeit all ill-gotten gains. It also is asking the court to bar Copper King, Messrs. Dotson and Blum from violating securities laws and from taking part in any penny stock offering in the future. About Copper King Milford, Utah-based Copper King Mining Corporation, aka Western Utah Copper Company, filed for Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. D. Nev. Case No. 10-51912). The Company estimated assets and debts at $100 million to $500 million in its Chapter 11 petition. The Company's affiliate, Western Utah Copper Company, filed a separate Chapter 11 petition (Bankr. D. Nev. Case No. 10-51913) on May 18, 2010. The Company estimated assets at $50 million to $100 million in assets and $500 million to $1 billion in debts. McGuireWoods LLP serves as counsel to the Official Committee of Unsecured Creditors. CORNER DEVELOPMENT: Court Rejects Bank's Foreclosure Bid -------------------------------------------------------- Bankruptcy Judge Ralph B. Kirscher denied motions to modify the automatic stay filed by Mountain West Bank in the bankruptcy cases of Eric Warren Hefty and Cheryl Rae Hefty; and The Corner Development LLC. MWB filed its motions for relief from the stay in both cases on April 8, 2011. In the motion for relief filed in the Heftys' Chapter 11 case, MWB seeks relief to foreclose on its deeds of trust on the University Condos, and the 6 Osprey Heights lots. In the TCD case, MWB seeks to foreclose on the Corner Condos Units 202, 204 and 302 and the commercial condo. MWB argues that the "cause" for relief is lack of adequate protection because the Debtors have made no post-petition payments, the Debtors are unable to sell its security, and the Debtors have no equity in the property and are unable to propose a successful reorganization. MWB also cited the Debtors' unauthorized use of rents which were assigned to MWB pursuant to prepetition loan agreements. Mr. Hefty's development projects include condominiums located in Missoula, and a subdivision 5 miles from Missoula on a hillside along the Clark Fork River known as Osprey Heights. The Heftys lived in a house which they built on Lot 1 of Osprey Heights, until they moved into the University Condos. Osprey Heights sits in the middle of 1,900 acres of open space that is protected by conservation easements or parks. The condo development undertaken by TCD is known as the "Corner Condos" consisting of residential condos and a ground floor commercial condo at 901 S. Higgins in Missoula. A second condo development by the Heftys is known as the "University Condos" located at 400-418 Roosevelt St. in Missoula, which is adjacent to the Corner Condos. In October 2006, TCD borrowed $2,270,882.52 from MWB. The Heftys signed a promissory note on behalf of TCD for the principal loan. In December 2008, the Heftys borrowed $966,601 from MWB. The Heftys admitted using rents derived from rental payment received from the tenants of the University Condos. The Debtors have not filed a motion to use cash collateral, and the Court has not granted the Debtors leave to use MWB's cash collateral. According to Judge Kirscher, evidence in the case shows a substantial equity cushion in the amount of $1,266,000. This amount could constitute adequate protection under 11 U.S.C. Sec. 361 were it not for the Debtors' unauthorized use of cash collateral in the form of rents. Judge Kirscher held that on policy grounds the Court cannot overlook the Debtors' failure to seek and obtain authority to use cash collateral before spending the rents. To overlook it would be to suggest that such practice will not lead to adverse consequences. On the other hand, the judge said, no evidence exists in the record of the amount of rents the Debtors spent without authorization, and Mr. Hefty testified that he stopped using the rents and has kept them segregated. Unfortunately, the lack of any evidence of the amount of rents spent without court authority necessitates further proceedings. In denying MWB's request, Judge Kirscher held that the bank failed to satisfy its burden of proof to show that the Debtors do not have an equity in MWB's security. However, Judge Kirscher said MWB satisfied its burden that adequate protection should be provided based upon the Debtors' unauthorized use of rents which constitute MWB's cash collateral. Judge Kirscher directed the Debtors to file with the Court and serve upon counsel for MWB, within 14 days, an accounting of all rents that the Debtors collected or received from the 10 University Condos that were assigned to MWB, and then of all unauthorized disbursements from the cash collateral. The Court will schedule another evidentiary hearing on the amount of adequate protection, if any, to be awarded to MWB. A copy of Judge Kirscher's June 20, 2011 Memorandum of Decision is available at http://is.gd/O725vWfrom Leagle.com. About the Heftys and Corner Development Eric Hefty is an award-winning architect and real estate developer, and married to Cheryl Hefty. The Heftys are managers and members of The Corner Development LLC, which developed "The Corner," the posh condos on the corner of South Higgins Avenue and Brooks Street in Missoula, Montana. TCD filed for Chapter 11 protection in Butte, Montana, on Jan. 13, 2011 (Bankr. D. Mont. Case No. 11-60040). Harold V. Dye, Esq. -- hdye@dyemoelaw.com -- at Dye & Moe, PLLP, in Missoula, Montana, represents the Debtor. The Debtor estimated up to $50,000 in assets and debts between $1 million and $10 million. The Heftys filed for Chapter 11 protection (Bankr. D. Mont. Case No. 11-60039) on Jan. 12, 2011. COTTAGE GROVE: Owner of Pahrump, Nev. Subdivision in Ch. 11 ----------------------------------------------------------- Mark Waite at Pahrump Valley Times, developer of Cottage Grove Estates LLC a 141-home subdivision on 56 acres east of Blagg Road on the south side of Basin Avenue, in Pahrump, Nevada, is in Chapter 11 bankruptcy. In its schedules, the Debtor disclosed $1 million in assets but $6 million in liabilities. The major creditor is Situs Asset Management of Dallas, which claims $5.18 million owed for 30 acres. Things got fouled up when Silver State Bank, which financed the project, was put in receivership by the Federal Deposit Insurance Corporation, Jim Wulfenstein, head of the company said. "The note we had with Silver State went into limbo and we tried to negotiate terms of the loan with the FDIC. They sold the note to someone else. So we found out who that was and tried to negotiate with them and they sold it again. Now it's changed hands again," he said. Now that the debtors finally know who the end holders of the note are, there is a strategy to reorganize, he said. "There's great potential for it. It's just going to have to ride the tide out the next few years. It's a great subdivision," he added. Cottage Grove Estate, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 11-18759) on June 3, 2011. Matthew L. Johnson, Esq., at Matthew L. Johnson & Associates, P.C., in Las Vegas, Nevada, serves as counsel to the Debtor. CROWN MEDIA: Moody's Assigns 'B2' CFR; Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned Crown Media Holdings, Inc. a B2 Corporate Family Rating, B2 Probability of Default Rating, SGL-3 speculative-grade liquidity rating, Ba2 ratings to its proposed $240 million senior secured credit facility, and B3 rating to its proposed $300 million senior unsecured notes due 2019. Crown Media intends to utilize the net proceeds from the proposed debt to repay its existing $306 million of term loans due in 2013 and $185 million of preferred stock. The existing debt and preferred stock is held by privately-owned Hallmark Cards, Inc. (Hallmark; not rated by Moody's), Crown Media's 90% shareholder. This is an initial public rating for Crown Media. The rating outlook is stable. Assignments: Issuer: Crown Media Holdings, Inc. -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B2 -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Senior Secured Bank Credit Facility Super-Priority Revolver due 2016, Assigned a Ba2, LGD1 - 1% -- Senior Secured Bank Credit Facility Term Loan due 2018, Assigned a Ba2, LGD2 - 15% -- Senior Unsecured Regular Bond/Debenture due 2019, Assigned a B3, LGD4 - 61% Outlook Actions: Issuer: Crown Media Holdings, Inc. -- Outlook, Assigned Stable RATINGS RATIONALE Crown Media's B2 CFR reflects the company's small size and niche market position among cable network operators, concentration in two Hallmark-branded channels, reliance on licensed third party content for a majority of its programming, and high leverage. The company generates a much higher percentage of its revenue from cyclical advertising (76% LTM 3/31/11) as compared to other cable network operators. The decline in audience ratings at the Hallmark Channel since 2007 is a credit concern. A portion of this deterioration is attributable to the shift of some programming to the Hallmark Movie Channel, which was launched in 2004 and became Nielsen-rated in April 2010. However, Moody's also believes meaningful reliance on syndicated reruns of programming that has been off network for a number of years contributes to the ratings performance and results in a relatively high median-aged audience that is less attractive to advertisers. Crown Media is planning to increase its programming spending in an effort to drive a younger audience, improve its rating performance, and increase advertising. Original movie production focused on families and Holidays, a library of acquired scripted movies and off-network series, and original unscripted lifestyle programming such as recent deals with Martha Stewart (beginning in September 2010) and Emeril Lagasse (starting this fall) is the primary investment focus. Moody's expects these investments along with rate increases will lead to mid single digit revenue growth over the next 12-24 months. Since Crown Media relies heavily on licensed programming, it does not have full flexibility to monetize the content across multiple distribution channels and geographic regions. Distribution rights vary depending on the content but range from cable television only (acquired series, mini-series and theatrical movies) on the narrower end, to VOD, DVD, and electronic sell through at the broader end. The licensed content is generally only available to Crown Media for domestic distribution. Moody's believes this could limit Crown Media's ability to exploit emerging digital platforms as thoroughly as other cable networks that own most of their programming, and will likely lead to lower growth than the overall industry. Debt-to-EBITDA leverage (5.6x LTM 3/31/11 pro forma for the refinancing, incorporating Moody's standard adjustments, and programming costs on a cash basis) is expected to increase to a high 5x/low 6x range over the next 12-18 months as the company continues to expand its programming investment. Moody's believes Crown Media has the capacity to generate free cash flow-to-debt higher than the 3-4% range expected over the next 12-18 months, but that the company will prefer to invest in programming as part of its growth strategy. Crown Media's proposed debt will be non-recourse to Hallmark, and Moody's does not assume any meaningful positive support or drag from the relationship as the financial position of Hallmark is private information. In Moody's opinion, Hallmark may be motivated to provide support to Crown Media given its high ownership position and the investments made to date to achieve household distribution (87.4 million for the Hallmark Channel and 40.3 million for the Hallmark Movie Channel at the end of March 2011 with Hallmark Movie Channel growing to an estimated 41.6 million in June). A buyout of the minority shareholders over the long-term is a possibility, although this would require minority shareholder approval and such a buyout is not anticipated in the ratings. The refinancing is occurring approximately a year after Crown Media's June 2010 out-of-court restructuring whereby approximately $1.16 billion of debt held by Hallmark was converted into $315 million of term loans, the preferred stock, and common stock. As part of the restructuring, Hallmark's ownership interest in Crown Media increased to 90.3% from approximately 80% and its voting interest declined to approximately 92% from 94.5%. Crown Media licenses the "Hallmark" trademark for its cable networks from Hallmark at no cost and it has exclusive domestic rights to Hallmark Hall of Fame movies under an output deal with Hallmark. The terms of these agreements were recently extended through the later of the term of the proposed notes and credit facilities. Crown Media is also a party to a tax sharing agreement with Hallmark. Moody's assumes in the rating that Hallmark is motivated to continue these relationships at similar commercial terms given its significant ownership in Crown Media. Crown Media has a separate management team, but its board consists of a majority of individuals associated with Hallmark. Hallmark thus has significant influence over the operating strategy and financial policies of Crown Media. Because Hallmark is privately held, there is some uncertainty with respect to the effect that its operations and financial situation could have on decisions related to Crown Media . Nevertheless, Moody's believes Hallmark current preference is to reduce Crown Media's debt and leverage to create more flexibility to invest and grow the business. The refinancing will favorably reduce cash capital/interest charges and extend the maturity profile. Interest/dividend rates on the existing debt/preferred stock are expected to range from 9.5-14% in 2011 and increase to 12-16% beginning in 2012. The liens securing the $30 million super-priority revolver are pari passu with the collateral for the $210 million term loan. However, proceeds from the collateral in the event of a credit agreement default are applied to the revolver until it is paid in full prior to any distributions to the term loan lenders. The revolver thus benefits from debt cushion and has a lower loss given default assessment than the term loan. The credit facility and notes are guaranteed by all material domestic subsidiaries. The SGL-3 speculative-grade liquidity rating reflects adequate coverage of cash obligations from existing cash, projected free cash flow and unused capacity under the $30 million revolver. Internal resources consist of cash (approximately $17 million as of 3/31/11 pro forma for the proposed refinancing and $2.5 million of residuals to RHI Entertainment paid on 5/1/11) and roughly $20 million of projected free cash flow. Obligations over the next 12 months consist of 1% required term loan amortization ($2.1 million) and approximately $8 million of additional residuals due to RHI Entertainment on 7/5/11. Moody's expects the maximum leverage covenant in the credit facility to be set to afford a reasonably good EBITDA cushion relative to the company's projections. The stable rating outlook reflects Moody's view that the U.S. economy will continue to grow modestly, that the commercial arrangements and relationship with Hallmark do not change materially, and that Crown Media will continue to reinvest in programming and grow revenue. Moody's anticipates Crown Media will generate modest free cash flow, steadily reduce debt to increase operating flexibility, and maintain an adequate liquidity position. An upgrade could occur if the company reinvests in programming to stabilize/improve viewership ratings, generates profitable revenue growth, reduces debt, sustains debt-to-EBITDA below 5x, and sustains free cash flow-to-debt above 6%. The company would also need to maintain a good liquidity position. More explicit credit support from Hallmark could also result in an upgrade if Moody's viewed Hallmark as having the capacity and willingness to favorably affect Crown Media's financial position. Crown Media's ratings could be downgraded if the terms of its commercial arrangements or relationship with Hallmark were to change meaningfully, debt-to-EBITDA leverage is sustained above 6.5x, or free cash flow-to-debt is sustained below 2%. In addition, a deterioration in Crown Media's liquidity position including a decline in cash flow generation or the margin of compliance with covenants could also lead to a downgrade. Crown Media'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 Crown Media's core industry and believes Crown Media'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. Crown Media, headquartered in Studio City, CA is a media distribution company with annual revenues of $287 million for its fiscal year-ended December 31, 2010. The company supplies television programming to cable, direct broadcast satellite and telecommunications service providers throughout the United States via the Hallmark Channel and the Hallmark Movie Channel. CROWN MEDIA: S&P Assigns Preliminary 'B' Corporate Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned Studio City, Calif.- based cable network company Crown Media Holdings Inc. its preliminary 'B' corporate credit rating. The outlook is stable. "At the same time, we assigned our preliminary issue-level ratings to the company's proposed new debt issues, which we initially expect to consist of a $30 million superpriority senior secured revolving credit facility due 2016, a $210 million senior secured term loan due 2018, and $300 million of senior unsecured notes due 2019. The company plans to use the proceeds of the new debt issues to repay its existing term loans and to redeem its preferred stock," S&P said. "We rate the revolving credit facility preliminary 'BB-' (two notches higher than the preliminary 'B' corporate credit rating on the company) with a preliminary recovery rating of '1', indicating our expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. We also rate the senior secured term loan preliminary 'BB-' with a '1' preliminary recovery rating," S&P related. "In addition, we assigned the proposed senior notes our preliminary issue-level rating of 'B-' (one notch lower than the corporate credit rating) with a preliminary recovery rating of '5', indicating our expectation of modest (10% to 30%) recovery for noteholders in the event of a payment default. We will finalize our ratings after our review of the final documentation," S&P said. "The stable rating outlook reflects our expectation that the company could reduce its lease-adjusted leverage over the intermediate term through EBITDA growth and modest debt repayment, barring any unforeseen events," S&P said. "Our preliminary 'B' corporate credit rating on Crown Media reflects our view that the company has a weak business risk profile and a highly leveraged financial risk profile. The company's narrow business focus on two cable channels with relatively low audience ratings, underdeveloped distribution, and its subpar EBITDA margin compared with other cable network companies support our assessment of the business risk profile as weak," said Standard & Poor's credit analyst Deborah Kinzer "We regard Crown Media's financial risk profile as highly leveraged because of its high debt leverage, pro forma for the transaction, which was 5.7x at March 31, 2011, on a lease-adjusted basis." Crown Media owns and operates two cable TV channels, the Hallmark Channel and Hallmark Movie Channel, in the U.S. Neither channel is fully distributed, with the Hallmark Channel reaching about 87.5 million subscribers and the Hallmark Movie Channel reaching about 41.6 million subscribers, compared with about 105 million total domestic cable and satellite TV subscribers, after 10 years of operation for the company. CU NATIONAL: Suit v. Accountant Goes Back to State Court -------------------------------------------------------- District Judge Stanley R. Chesler remanded the lawsuit, Anthony R. Calascibetta, as Liquidating Trustee of U.S. Mortgage Corporation and C.U. National Mortgage LLC, v. J.H. Cohn LLP and John Does 1-10, Civil Action No. 11-1743 (D. N.J.), to the Superior Court of New Jersey, law division, Middlesex County, at the Plaintiff's behest. USM and CUNM retained the Defendant, an accounting firm, pre- bankruptcy to audit their books and records and provide them with various risk management services. Plaintiff, in its Complaint filed in state court, alleges that the Defendant's negligence allowed the Defendant's president, Michael J. McGrath, to misappropriate and divert company assets. On March 28, 2011, the Defendant removed the action pursuant to 28 U.S.C. Sec. 1334(b), on the grounds that the case is "related to" the Bankruptcy Proceeding. According to Defendant, the District Court is "likely to adjudicate [Plaintiff's] claims faster than the [Middlesex County Superior Court]." Judge Chesler said the question is "not whether the action would be more quickly adjudicated in [this Court] than in state court, but rather, whether the action can be timely adjudicated in the state court." He noted that there are currently three vacancies out of the 17 active district judge positions in the District of New Jersey and, while nominations have been made, there is no way to predict when the vacancies will be filled. Judge Chesler said adding additional cases to this docket present a substantial impact on the Court. A copy of Judge Chesler's June 6, 2011 Opinion is available at http://is.gd/9efgX4from Leagle.com. About U.S. Mortgage Corp. and CU National U.S. Mortgage Corporation filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 09-14301) on Feb. 23, 2009. Its wholly owned subsidiary, C.U. National Mortgage, LLC, filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 09-18104) on April 1, 2009. The Third Amended Joint Plan of Liquidation was confirmed by the Bankruptcy Court on Oct. 26, 2009. Pursuant to the Liquidation Plan, a U.S. Creditors Liquidating Trust was created for the benefit USM's and CUNM's creditors and Anthony R. Calascibetta was appointed as the Liquidated Trustee. Judge Rosemary Gambardella presided over the Debtors' case. Kenneth A. Rosen, Esq., and Bruce Buechler, Esq., at Lowenstein Sandler PC, represented the Debtors. In its petition, CU National estimated $1 million to $10 million in assets and $100 million to $500 million in debts. Former president and CEO Michael G. McGrath and Melissa A. McGrath filed a Chapter 11 petition (Bankr. D. Mass. Case No. 10-20907) on Oct. 4, 2010, estimating under $1 million in assets and debts. A copy of the McGrath's petition is available at no charge at http://bankrupt.com/misc/mab10-20907.pdf DAYS INNS WORLDWIDE: Owner in Chapter 11 Bankruptcy --------------------------------------------------- Chey Scott at the Spokane Journal reports that Jarman Singh Hothi, the owner of a Days Inns Worldwide Inc. in downtown Spokane and two gas stations, has filed for Chapter 11 bankruptcy protection in Spokane (Bankr. E.D. Wash. Case No. No. 11-01176). The schedules attached to the petition filed on March 10, 2011, disclosed debts of about $3.5 million and assets of $3.4 million. DEARBORN LODGING: Court Cites Flaws in Plan Outline --------------------------------------------------- Bankruptcy Judge Thomas J. Tucker directed Dearborn Lodging, Inc., to amend the disclosure statement it filed June 7, 2011, together with its Liquidating Chapter 11 Plan of Reorganization, citing a laundry list of problems the Debtor must correct. The Disclosure Statement amendment were due to be filed June 17. A copy of Judge Tucker's Order dated June 13 is available at http://is.gd/Nf0bzC from Leagle.com. Dearborn Lodging, Inc., dba Metro Inn, in Farmington Hills, Michigan, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 11-42920) on Feb. 7, 2011, represented by Jay S. Kalish & Associates, P.C. In its petition, the Debtor estimated under $50,000 in assets and $1 million to $10 million in debts. The petition was signed by Joseph Nofar, its president. DELTA PETROLEUM: To Sell Remaining Non-Core Assets for $43.2-Mil. ----------------------------------------------------------------- Delta Petroleum Corporation entered into a Purchase and Sale Agreement with Wapiti Oil & Gas, L.L.C., to sell its remaining non-operated interests in various non-core assets for $43.2 million. The transaction is expected to close by the end of June. The non-operated, non-core assets to be sold to Wapiti consist of Delta's remaining working interests in the fields of the DJ Basin and Texas. The working interests being sold in this transaction constitute the non-operated portions of these fields that were retained by Delta when Delta sold properties to Wapiti in August of 2010. Carl Lakey, Delta's CEO, commented, "As we discussed on our last conference call, the expected proceeds from the sale of these non- core assets will allow us to fund current and future drilling activity in the Vega Area and reduce our senior secured debt balances. Our borrowing base with Macquarie will decrease by $22 million to $33 million as a result of the sale. The sale of the remaining non-core assets makes Delta essentially a pure Piceance Basin company. The Vega Area has been and will remain the focus of the Company's capital and efforts." Macquarie Capital (USA) Inc. and Evercore Group, L.L.C., acted as financial advisors to Delta in connection with this transaction. The Company also announced that it has recently finished completion activities on the 2C well and is transitioning to flow- back activities. About Delta Petroleum Corp Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an oil and gas exploration and development company based in Denver, Colorado. The Company's core area of operation is in the Rocky Mountain region, where the majority of its proved reserves, production and long-term growth prospects are located. Its common stock is listed on the NASDAQ Capital Market System under the symbol "DPTR." The Company reported a net loss of $30.26 million on $23.05 million of total revenue for the three months ended March 31, 2011, compared with a net loss of $15.99 million on $29.17 million of total revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $1.01 billion in total assets, $527.04 million in total liabilities, and $483.75 million in total equity. As reported by the TCR on March 18, 2011, KPMG LLP, in Denver, Colorado, noted that due to continued losses and limited borrowing capacity the Company is evaluating sources of capital to fund the Company's near term debt obligations. "There can be no assurances that actions undertaken will be sufficient to repay obligations under the credit facility when due, which raises substantial doubt about the Company's ability to continue as a going concern." DOCUTEK IMAGING: Had Buyer Before Filing, Gets $2.5-Mil. Financing ------------------------------------------------------------------ Paul Brinkmann at South Florida Business Journal reports that Docutek Imaging Solutions is selling its assets. The Company said in court filings that it has a signed purchase agreement, dated May 20, with Fort Myers-based Modular Document Solutions LLC. "We are working with the secured lender, Regions Bank, on the sale process and hope to have a court-approved sale within the next 30 days," said Joe Grant, the attorney for Docutek. According to the report, the Company has $2.5 million financing, secured and unsecured, from Regions Bank. The bank has requested an examiner be appointed to run the sale of Docutek. Regions alleged in its motion for an examiner that previous buyers became "frustrated" by negotiations with Docutek, but Mr. Grant denied that. Mr. Grant said he appreciated Regions' cooperation, but the first buyer was unable to obtain financing and the second buyer was a competitor who "submitted a low-ball offer." Deerfield Beach-based Docutek Imaging Solutions Inc. provides office copy machines and document handling. The Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11- 24110) on May 23, 2011. Judge Raymond B. Ray presides over the case. Joe M. Grant, Esq., Padula & Grant, PLLC, represents the Debtor. The Debtor estimated assets of between $1 million and $10 million, and debts of between $10 million and $50 million. DUKE AND KING: Court Approves Sale of Substantially All Assets -------------------------------------------------------------- The Gregory F. Kishel of the U.S. Bankruptcy Bankruptcy Court for the District of Minnesota authorized Duke and King Acquisition Corp., et al., to sell substantially all of their assets free and clear of all liens, claims, interests and encumbrances. The sale was subjected to higher or better bids. Investment banker, Mastodon Ventures, Inc., assisted the Debtor in marketing their assets. At a sale hearing held on May 10, 2011, the stalking horse bids of these entities were selected as successful bidders for the Debtors' assets: 1. Strategic Restaurants Acquisition Corp. II, LLC, or its designee, as stalking horse bidder, will buy the Debtors' assets in the Missouri region for $3,100,000 plus the value of on-hand cash and the value of on-hand inventory. The break up fee is $93,000. 2. Crown Ventures Iowa, Inc., or its designee, stalking horse bidder, will purchase their assets in the Davenport Region for $500,000 plus assumption of certain liabilities. The break up fee is $15,000. 3. Heartland Food Corp., stalking horse bidder, will buy their assets in the Minnesota Region for $7,161,000 plus assumption of certain liabilities. The break up fee is 3% of total consideration. 4. Heartland, or its designee, stalking horse bidder, will purchase their assets in the Illinois Region and Wisconsin Region. Heartland will buy the Illinois assets for $500,000 plus assumption of certain liabilities. The break up fee is 1.5% of total consideration. Heartland will buy the Wisconsin assets for $1 plus assumption of certain liabilities. The break up fee is 1.5% of total consideration. Heartland has proposed that it will waive its stalking horse protection fee in the event Bank of America, N.A., exercises its credit bid rights and is the successful bidder for either the Illinois Region or the Wisconsin Region. Bank of America, N.A., told the Court in its objection, that the Debtors fails to adequately protect the bank's interest in its collateral. The Debtors owe the bank more than $11,707,310 pursuant to that certain credit agreement dated as of Nov. 1, 2006. BofA is represented by: FAEGRE & BENSON Stephen M. Mertz, Esq. Michael F. Doty, Esq. 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 Tel: (612) 766-7000 Fax: (612) 766-1600 MORGAN LEWIS & BOCKIUS, LLP Jonathan K. Bernstein, Esq. 225 Franklin Street, 16th Floor Boston, MA 02110-4104 Tel: (617) 341-7760 Fax: (617) 341-7701 About Duke and King Acquisition Corp. Burnsville, Minnesota-based Duke and King Acquisition Corp., dba Burger King, was formed in November 2006, to acquire 88 Burger King franchise restaurants from the Nath Companies. Duke and King, together with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4, 2010. Duke and King estimated its assets and debts at $10 million to $50 million. Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy counsel. Mastodon Ventures, Inc., acts as the Debtors' investment banker. Maslon Edelman Borman & Brand, LLP serves as local counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to the Official Committee Of Unsecured Creditors. Mesirow Financial Consulting, LLC, serves as financial advisors of the Committee. EMPIRE HOLDINGS: Bankruptcy Case Converted to Chapter 7 ------------------------------------------------------- A bankruptcy case concerning Empire Holdings Corporation was originally filed under Chapter 11 on Oct. 27, 2010, but was converted to a case under chapter 7 on May 16, 2011. According to a notice, a meeting of creditors was scheduled to take place June 20, 2011, at 3:00 p.m. As reported in the Troubled Company Reporter on April 28, 2011, W. Clarkson McDow, Jr., the U.S. Trustee for Region Four, asked the U.S. Bankruptcy Court for the District of Maryland to appoint a Chapter 11 trustee to serve in the jointly-administered bankruptcy cases of Empire Holdings Corporation and Empire Towers Corporation, or, in the alternative, to convert the case to a case under Chapter 7 of the Bankruptcy Code. Prior to the conversion, U.S. Bankruptcy Court judge James F. Schneider approved the appointment by the U.S. Trustee of Joseph J. Bellinger as Chapter 11 trustee to serve in the jointly- administered bankruptcy cases of the Debtors. Mr. Bellinger remained as trustee of the Debtors' estates following the conversion. Plan Failed to Impress U.S. Trustee In seeking the conversion, the U.S. Trustee noted that the Debtors filed a Joint Plan of Reorganization and Disclosure Statement proposing an undetailed, and apparently unrealized post- confirmation refinancing of secured debt and satisfaction of claims. He asserted that the Disclosure Statement is devoid of the Debtors' financial information on income and expenses and operating results, either historical, presently, or going forward. The Debtors are in dispute with Bank of America over their compliance with consensual lift-stay orders, Mr. McDow said. In connection with that dispute, he avers, Bank of America has raised the apparent deficiency in the debtor-in-possession bank accounts of net rental income from the Debtors' operations. He added that the Debtors have not provided a satisfactory explanation for the alleged shortfall. Moreover, the Debtors have never filed with the Court any reports of operations since filing the cases on Oct. 27, 2010, the U.S. Trustee pointed out. The U.S. Trustee added that substantial rental income has been diverted from the Debtors or, at least, is unaccounted for. About Empire Holdings Glen Burnie, Maryland-based Empire Holdings Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-34580) on Oct. 27, 2010. Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Holdings in its restructuring effort. Empire Holdings estimated its assets and debts at $10 million to $50 million. Affiliate Empire Towers Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-34611) on Oct. 27, 2010. Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Towers in its restructuring effort. Empire Towers estimated its assets and debts at $10 million to $50 million. ENIVA USA: Court Approves Sale of Equipment Free of Liens --------------------------------------------------------- The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota authorized Eniva USA Inc. to sell Cosmetics, Inc., 655 19th Avenue NE, Minneapolis, Minnesota 55418. The equipment will be sold free and clear of the lien of Home Federal Savings Bank with such lien to attach to the proceeds of sale. The Debtor said it will turn over the proceeds of the sale to Home Federal Savings. The bank may apply the proceeds to the principal balance due as of the petition date under these promissory notes executed by debtor in favor of the lender: (a) Note dated April 18, 2007 in the principal amount of $500,000 and (b) Note dated September 28, 2007 in the principal amount of $500,000. About Eniva USA Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been engaged in the development, production and sale of nutritional supplements since 1998. It is a wholly owned subsidiary of Wellspring International, Inc. It sells its products throughout the U.S. through a network of approximately 25,000 active independent sales representatives, each under non-exclusive membership contract with the Debtor. It also sells its products in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non Debtor affiliates owned by Wellspring. Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 11-41414) on March 1, 2011. Michael F. McGrath, Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the Debtor's bankruptcy counsel. Leslie A. Anderson, Ltd., as special counsel in connection with the appeal or amendment of prior year sales tax returns is approved. GuideSource as financial consultant.The Debtor estimated its assets and debts at $10 million to $50 million. Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases EPICEPT CORP: Guy Jackson Resigns from Board of Directors --------------------------------------------------------- EpiCept Corporation announced that Guy C. Jackson has resigned from the Company's Board of Directors, effective June 14, 2011, for personal reasons. Mr. Jackson was a member of EpiCept's Board since December 2004. "On Behalf of EpiCept and its shareholders, I would like to thank Guy for his many contributions to the Company and its Board of Directors. Keith L. Brownlie, who joined our Board in April 2011, has been appointed Chairman of our Audit Committee and we will not look to fill Mr. Jackson's vacancy," remarked Jack Talley, President and CEO of EpiCept. About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company reported a net loss of $15.54 million on $994,000 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $38.81 million on $414,000 of revenue during the prior year. The Company's balance sheet at March 31, 2011, showed $12.35 million in total assets, $18.37 million in total liabilities, and a $6.02 million total stockholders' deficit. The Company's recurring losses from operations and the Company's stockholders' deficit raise substantial doubt about its ability to continue as a going concern and, as a result, the Company's independent registered public accounting firm, Deloitte & Touche LLP, in Parsippany, New Jersey, included an explanatory paragraph in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2010, which was included in our Annual Report on Form 10-K, with respect to this uncertainty. ES ENERGY: Esping & Companies Found Liable for Malicious Fraud -------------------------------------------------------------- Prominent Dallas businessman William P. "Bill" Esping, and his companies, EFO Holdings and ES Energy, have been found liable of fraud, misapplication of fiduciary property, breach of fiduciary duties, and breach of contract, in a Dallas County Civil District Court. Mr. Esping controlled two limited partnership companies, which were created to capture, process and market the methane gas produced by the McCommas Bluff Landfill, owned by the City of Dallas. The civil suit was brought by Bluff Power Partners, L.P., individually and on behalf of McCommas Landfill Partners LFG Processing Partners, L.P. and McCommas Landfill Partners, L.P. A jury awarded the plaintiffs over $25 million in actual damages. Additionally, the jury determined that Mr. Esping and his companies acted with malice and awarded $13.5 million in exemplary damages. Mr. Esping was held personally liable for $12 million of that amount. In May of 2005, Bluff Power Partners, L.P. and ES Energy, a Bill Mr. Esping controlled entity, formed two partnerships to enter the business of recovering and selling landfill gas (methane), a byproduct of decomposing waste material. Landfill gas is becoming an increasingly popular alternative fuel to capture because it is a "green" or a clean, renewable energy source that increases over the life of the landfill and eliminates the need to burn off toxic fumes into the atmosphere. Jurors found that Mr. Esping took the two joint venture partnerships (McCommas Landfill Partners and McCommas Landfill Processing Partners) into bankruptcy in order to eliminate Bluff Power as a partner so Esping could have sole ownership of the companies. Additionally, the jury found Mr. Esping had misapplied $1.4 million in fiduciary property for his own benefit. After the two joint venture partnerships were put into bankruptcy by Mr. Esping, the assets were sold for a fraction of the estimated value, and are now owned by Dallas Clean Energy McCommas Bluff. The gas generated by the landfill is being purchased and used by the City of Sacramento, California. The McCommas landfill gas operation currently generates about $2 million in royalties annually for the City of Dallas. Gas extraction at the 996-acre McCommas Bluff Landfill, Dallas' only city-owned landfill, is considered an important new source of revenue by Dallas City Manager Mary Suhm. Ms. Suhm estimated that royalties for the City of Dallas could be worth $14 to $17 million. Ms. Suhm said, "...waste will be a resource because you can turn it into energy in the future." The McCommas landfill, located near highways I-45 and I-20, takes in 7,000 tons of garbage a day or almost 2 million tons a year. Bioreactor technology accelerates the break down of trash into methane gas which can then be sold as energy. Larry Friedman, Mr. Esping's attorney, said, "He (Bill Esping) accepts that he's liable for damages. And he's got the message. And the message is treat others the way you want to be treated yourself." Mike Kaeske, attorney for Bluff Power Partners, said, "When I think about Dallas, I think about a place of business and finance. There are people here who have made their money through sweat, hard work and ingenuity. There are other people that wield their financial power to take money from others - that's the kind of person Bill Esping is. Bill Esping needs to be taught a lesson about how to follow the rules and take responsibility for his actions. It's absolutely clear that he has not gotten it yet." After the jury announced their $13.5 million dollar exemplary damages verdict, Mr. Esping, who testified to a personal net worth of $120 million, said "Good luck collecting" to a Bluff Power lawyer as he left the courtroom. Mr. Esping has served as a director on numerous boards in the past and currently serves as a director for three of EFO's portfolio companies: Melbourne Greyhound Park, LLC, Palm Beach Tan, Inc. and Laser Spine Institute, LLC. ES Energy Solutions, LP, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-35004) on July 20, 2010. Gerrit M. Pronske, Esq. at Pronske & Patel, P.C., in Dallas, Texas, serves as counsel to the Debtor. The Debtor estimated assets of up to $1 million and debts of $1 million and $10 million. Affiliates McCommas LFG Processing Partners, LP, and and McCommas Landfill Partners, LP, sought Chapter 11 protection (Case Nos. 07-32219 and 07-32222) on May 5, 2007. EVANS INDUSTRIES: 5th Circ. Upholds Ruling on Greif Cleanup Costs ----------------------------------------------------------------- Pete Brush at Bankruptcy Law360 reports that the Fifth Circuit on Tuesday upheld a ruling that Greif Industrial Packaging & Services LLC couldn't hold back $650,000 it spent cleaning toxic waste from the price of an $11.5 million Chapter 11 asset purchase from Evans Industries Inc. Law360 says the money rightly belongs to a distribution trust set up by the now-defunct Louisiana-based steel container maker, the Fifth Circuit said, affirming a federal Louisiana court's ruling in favor of trustee R. Patrick Sharp III, who sued after Greif tried to hold back escrowed money. Headquartered in Harvey, Louisiana, Evans Industries, Inc. -- http://www.evansindustriesinc.com/-- manufactures and distributes steel drums. The Company filed for Chapter 11 protection on April 25, 2006 (Bankr. E.D. La. Case No. 06-10370). Eric J. Derbes, Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC, represent the Debtor. C. Davin Boldissar, Esq., at Locke Liddell & Sapp, LLP, represents the Official Committee of Unsecured Creditors. In its petition, Evans estimated having assets below $1 million and debts between $10 million and $50 million. EXTRUDERS INT'L: Can Obtain Up to $3-Mil. of Financing ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida entered, on May 31, 2011, a final order authorizing Extruders International, Inc., to use cash collateral and obtain postpetition financing of up to $3,000,000 from Wells Fargo Bank, N.A. The credit amount available to be drawn may be increased up to an aggregate amount not exceeding the sum of $7,500,000, upon request of the Chief Restructuring Officer and with the written approval of Wells Fargo, which approval may be granted or withheld by Wells Fargo in its sole discretion, Subject to the CRO Budget as approved by Wells Fargo in its sole discretion, proceeds of the Revolving Loan will be available exclusively for funding costs and expenses related to the Chapter 11 case, the DIP Loan Agreement and the Debtor's working capital needs, to the extent related to the Debtor's ongoing business operation. As security for its obligations under the DIP Loan Agreement, Debtor grants Lender a priming lien in all of its property (other than the Beardall property in Sanford, Florida, which secures the Debtor's indebtedness to Hunter Douglas). In addition, the DIP Financing requires as adequate protection to Wells Fargo for the Debtor's use of Cash Collateral that the Debtor grant Wells Fargo replacement liens on all post-petition Cash Collateral, notwithstanding Section 552 of the Bankruptcy Code. Wells Fargo is also granted a super-priority claim pursuant to Section 364(c)(1) of the Bankruptcy Code. As additional adequate protection to Wells Fargo, the Debtor is authorized and directed to retain Soneet R. Kapila as Chief Restructuring Officer ("CRO") on a final basis, to manage and supervise, as a representative of the Debtor with full powers of substitution and all administrative and executive functions relating to the Debtor's business in accordance with the scope of authority set forth in the DIP Loan Agreement and the Chief Restructuring Officer Agreement. The DIP loan will mature upon the earlier to occur of (i) the date that is 120 days after the Petition Date, or (ii) the date upon which Lender elects to terminate the Availability Period and accelerate the Obligations in accordance with Sections 2.12 or 9.2 of the DIP Loan Agreement. A copy of the Final DIP Financing Order is available at: http://bankrupt.com/misc/extruders.finaldipfinancingorder.pdf Headquartered in Sanford, Florida, Florida Extruders International, Inc. -- http://www.floridaextruders.com/-- was formed in 1989 and is a low cost, vertically integrated aluminum extruder, window, sliding glass door, and patio screen door manufacturer, and building products distributor. It filed a bare- bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on April 25, 2011. In its amended schedules, the Debtor disclosed $33,816,432 in assets and $23,958,630 in liabilities. The case has been assigned to Judge K. Rodney May. Christopher C. Todd, Esq., at McIntyre, Panzarella, Thanasides, Hoffman Bringgold & Todd, P.L., in Tampa, Fla., serve as counsel to the Debtor. Allison R. Day, Esq., at The Law Firm of Genovese, Joblove & Battista, P.A., in Miami, Fla., represent the Unsecured Creditors Committee as counsel. As of the Petition Date, the outstanding principal and accrued, but unpaid, interest owed to Wells Fargo, N.A., the Debtor's primary secured creditor, under the Pre-Petition Loans is approximately $13,200,000, including a contingent liability under a Letter of Credit. As reported in the TCR on June 20, 2011, the Bankruptcy Court approved the sale of the Company to Benada Aluminum Products LLC, which offered $11.8 million for the Company at the auction. FIRST NATIONAL BANK: Auditor Ordered to Pay $23 Million for Error ----------------------------------------------------------------- Evan Weinberger at Bankruptcy Law360 reports that the Fourth Circuit ruled Friday that Grant Thornton LLP was responsible for an erroneous clean bill of health that kept a failed West Virginia bank alive for an extra four months, ordering the auditing firm to pay over $23 million in damages. The appeals court found that Grant Thornton's audit report to the First National Bank of Keystone in April 1999 prevented regulators from acting to shut down the bank until September 1999, according to Law360. FKF MADISON: Unsecured Creditors Seek Time to Sue Over Loans ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that One Madison Park's unsecured creditors are seeking more time to investigate potential lawsuits against the Manhattan high-rise condominium's lenders in light of new developments that have them jockeying for control of some $230 million in secured debt. FKF Madison owns the One Madison Park condominium tower in New York City. One Madison Park project came to halt in February 2010 when iStar Financial Inc., the chief financier for the project, moved to foreclose on it. The high-profile condominium project, a 50-story tower was developed by Ira Shapiro and Marc Jacobs. An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867) was filed against FKF Madison on June 8, 2010. The case was converted to a Chapter 11 in November 2010. FLORIDA EXTRUDERS: Committee Hires Genovese Joblove as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Florida Extruders International, Inc., has obtained authorization from the U.S. Bankruptcy Court for the Middle District of Florida to retain as counsel: Paul I. Battista, Esq. GENOVESE, JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, 44th Floor Miami, FL 33131 Phone: (305) 349-2300 Fax: (305) 349-2310 The services of Genovese are necessary to enable the Committee to execute faithfully its duties. Subject to order of this Court, Applicant will be required to render the following services to the Committee: a) advise the Committee with respect to its rights, powers, and duties in this Chapter 11 case; b) assist and advise the Committee in its consultations with the Debtor relative to the administration of this Chapter 11 case; c) assist the Committee in analyzing the claims of the Debtor's creditors and in negotiating with such creditors; d) assist with the Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor's business; e) assist the Committee in its analysis of, and negotiations with, the Debtor and any third party concerning matters related to, among other things, the use of cash collateral, debtor-in-possession financing, the liquidation of assets and the terms of a plan or plans of reorganization; f) assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in this Chapter 11 case; g) review and analyze all applications, motions, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety; h) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and i) perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. To the best of the Committee's knowledge, Genovese Joblove is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Florida Extruders Headquartered in Sanford, Florida, Florida Extruders International, Inc. -- http://www.floridaextruders.com/-- was formed in 1989 and is a low cost, vertically integrated aluminum extruder, window, sliding glass door, and patio screen door manufacturer, and building products distributor. It filed a bare- bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on April 25, 2011. The Debtor has $26.3 million in assets and $16.9 million in debt, mainly owed to lender Wells Fargo & Co. The case has been assigned to Judge K. Rodney May. Christopher C. Todd, Esq., at McIntyre, Panzarella, Thanasides, serves as the Debtor's counsel. Paul I. Battista, Esq., at Genovese, Joblove & Battista, P.A., serves as the committee's counsel. FLORIDA EXTRUDERS: Benada Aluminum Acquires FEI, Benada ------------------------------------------------------- Benada Aluminum Products, LLC, said that it has acquired from bankruptcy the assets of Florida Extruders International Inc. and simultaneously, the assets of Benada Aluminum of Florida Inc. Both FEI and BAF are well-established aluminum product firms in Florida. Benada is a newly formed entity owned indirectly by FTL Capital LLC, a St. Louis, Missouri based private equity firm and BAF of Miami, Florida. BAF is owned by Monte Friedkin, who has been in the aluminum products business for more than 50 years. "We are very excited for the potential to increase market share and reduce costs by combining the assets and operations of FEI and BAF," said Monte Friedkin, who became President and CEO of Benada. "Our extensive industry experience coupled with FTL Capital's resources and its financial and strategic leadership, provides Benada with a solid foundation for profitable growth in the future," added Friedkin. "By acquiring the assets of FEI at an attractive price and combining these with the assets and operations of BAF under Monte's superb leadership, Benada becomes an exciting platform on which to build a highly successful aluminum products company," said Paul D. Melnuk, Chairman of Benada and a principal of FTL Capital. "FEI has established an excellent reputation for product quality and BAF has distinguished itself as a customer focused supplier. These attributes are the cornerstone of our strategy to build this business while leveraging the many opportunities for productivity improvement through increased asset utilization, improved efficiency and other cost saving initiatives," added Melnuk. About FTL Capital LLC A St. Louis-based private equity investment and management company formed in 2001 to invest capital of its Principals, Thomas J. Hillman and Paul D. Melnuk. FTL aims to achieve significant returns through investments in middle-market companies that will benefit from additional capital and the operational expertise it brings to solving the business problems of portfolio companies. FTL prefers to work with existing management but will bring new management as circumstances require. FTL focuses its expertise on helping businesses grow profitably over the long term. Underlying that focus are professional skill sets and tested experience deeply rooted in the acquisition, funding, building, restructuring, and monetizing of businesses large and small. About Florida Extruders Headquartered in Sanford, Florida, Florida Extruders International, Inc. -- http://www.floridaextruders.com/-- was formed in 1989 and is a low cost, vertically integrated aluminum extruder, window, sliding glass door, and patio screen door manufacturer, and building products distributor. It filed a bare- bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on April 25, 2011. The case has been assigned to Judge K. Rodney May. Christopher C. Todd, Esq., at McIntyre, Panzarella, Thanasides, serves as the Debtor's counsel. The secured lender Wells Fargo Bank NA, owed $13.2 million, offered financing for the Chapter 11 case. FOCUS PALM: Case Summary & 9 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Focus Palm Desert LLC 3184-H Airway Avenue Costa Mesa, CA 92626 Bankruptcy Case No.: 11-18664 Chapter 11 Petition Date: June 20, 2011 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Robert N. Kwan Debtor's Counsel: Marc C. Forsythe, Esq. GOE & FORSYTHE LLP 18101 Von Karman Avenue Ste 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: kmurphy@goeforlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-18664.pdf The petition was signed by R. Ortwein managing member of Focus RE Group, Debtor's manager. FORUM HEALTH: Fees Top $26 Million in Bankruptcy Case ----------------------------------------------------- George Nelson at Business-Journal reports that Forum Health Inc. has paid nearly $26 million -- to date -- for fees and expenses approved by U.S. Bankruptcy Court to compensate the attorneys and other professionals involved with its bankruptcy case. According to the report, Houlihan Lokey Howard & Zukin Inc., an international firm serving as Forum's investment banker, has submitted requests for, and been approved to receive, $8.6 million plus more than $288,000 in expenses. That total included the $4,958,606 transaction fee paid as part of the sale of assets to Community Health Systems. Business-Journal adds that McDonald Hopkins LLC, the Cleveland law firm acting as lead counsel for Forum, has filed for $6.3 million in professional fees and more than $151,000 in expenses in its six applications approved to date. Its most recent application, for $837,139 in fees and $27,037 in expenses, for the period Oct. 1 through Jan. 31, was filed March 16 and approved April 12. Aside from that, Huron Consulting Group, Forum's financial advisers, has been paid more than $5.4 million in compensation plus more than $315,000 to cover its related expenses to date. About Forum Health Forum Health and its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). In its petition, Forum Health estimated $100 million to $500 million in assets and debts. McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A., serve as the Debtors' chapter 11 co-counsel. Huron Consulting Services LLC is the Debtors' Chief Restructuring Officer and Financial Support Personnel. Houlihan Lokey Howard and Zukin Capital, Inc. are the Debtors' investment bankers. Ernst & Young LLP is the Debtors' independent auditor. Baker and Hostetler and Thompson Hine LLP serve as special counsel. Squire, Sanders & Dempsey LLP serve as the bond counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. Alston & Bird LLP serves as counsel to the Official Committee of Unsecured Creditors. Grant Thornton LLP is the financial advisor to the Creditors Committee. FSG-R LLC: Taps Kaempfer Crowell to Handle Reorganization Case -------------------------------------------------------------- FSG-R, LLC, asks the U.S. Bankruptcy Court for the District of Nevada for permission to employ Kaempfer Crowell to represent it in the bankruptcy proceedings. On Nov. 18, 2009, Kaempfer Crowell entered into a written engagement agreement with the Debtor. The engagement letter provides for a $30,000 retainer, which has been paid by the Debtor's parent entity, Focus South, LLC. The parent has engaged its own counsel, White & Case and Bogatz & Associates, to represent its interests in the case. It is anticipated that the Debtor's counsel will coordinate with the parent's counsel. To the best of the Debtor's knowledge, Kaempfer Crowell is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor proposes a July 12 hearing on the request to employ Kaempfer Crowell. The firm can be reached at: Georganne W. Bradley, Esq. KAEMPFER CROWELL RENSHAW GRONAUER & FLORENTINO 8345 West Sunset Road, Suite 250 Las Vegas, NV 89113-2092 Tel: (702) 792-7000 Fax: (702) 796-7181 E-mail: gbradley@kcnvlaw.com About FSG-R, LLC Las Vegas, Nevada-based FSG-R, LLC operates a real estate business. The Company filed for Chapter 11 protection on Oct. 26, 2009, (Bankr. D. Nev. Case No. 09-30126.) The case was reassigned to Bankruptcy Judge Bruce A. Markell. Georganne W. Bradley, Esq. at Kaempfer Crowell et al. represents the Debtor in its restructuring effort. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The Debtor estimated assets and debts at $10 million to $50 million. FSG-R LLC: Taps White & Case to Handle Adversary Proceeding ----------------------------------------------------------- FSG-R, LLC, asks the U.S. Bankruptcy Court for the District of Nevada for permission to employ White & Case as special counsel only in the adversary proceeding. The Debtor owns a property in a stalled real estate project located in Henderson, Nevada known as Inspirada. The Debtor's parent Foucus South Group, LLC, is a member of South Edge, LLC, a limited liability company that was supposed to develop the Inspirada project. South Edge was required to build certain major infrastructure including major road and utilities for the benefir of the land located within Inspirada, and the City of Henderson established a Local Improvement District to reimburse South Edge for the costs. The City would issue bonds to raise funds to purchase major infrastructure when completed by South Edge, and the bonds would be repaid through assessments on the land encompassing the residential portions of the project. The Inspirada project stalled when certain of the South Edge's other members (the builders), stopped funding South Edge and voted to stop developing Inspirada. As a result of the builders breaches, Focus brought an arbitration proceeding against the builders hoping to force them to specifically perform their obligation to complete the Inspirada project, including the infrastructure promised to the Debtor's land. The Debtor has not paid White & Case any compensation. The Debtor notes that White & Case has agreed to waive all fees incurred by Focus in connection with White & Case's representation of Focus in the FSG-R, LLC bankruptcy case (approximately $70,000) and will receive no payment of fees for its work on behalf of the Debtor or Focus in the adversary proceeding. The hourly rate of White & Case's personnel are: Roberto J. Kampfer, partner $700 Lauren Fujiu, associate $535 Associates $250 - $650 To the best of the Debtor's knowledge, White & Case is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor proposes a July 12 hearing on the request to employ White & Case. About FSG-R, LLC Las Vegas, Nevada-based FSG-R, LLC operates a real estate business. The Company filed for Chapter 11 on Oct. 26, 2009, (Bankr. D. Nev. Case No. 09-30126.) The case was reassigned to Bankruptcy Judge Bruce A. Markell. Georganne W. Bradley, Esq. at Kaempfer Crowell et al. represents the Debtor in its restructuring effort. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The Debtor estimated assets and debts at $10 million to $50 million. FUSION TELECOMMUNICATIONS: Borrows $45,000 from Marvin Rosen ------------------------------------------------------------ Fusion Telecommunications International, Inc., borrowed $45,000 from Marvin S Rosen, a Director of the Company. This note (a) is payable on demand in full upon 10 days notice of demand from the lender, (b) bears interest on the unpaid principal amount at the rate of 3.25% per annum, and (c) grants the lender a collateralized security interest, pari passu with other lenders, in the Company's accounts receivable. The proceeds of this note are to be used primarily for general corporate purposes. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. As reported by the TCR on April 26, 2011, Rothstein, Kass & Company, P.C., in Roseland, New Jersey, expressed substantial doubt about Fusion Telecommunications' ability to continue as a going concern. The independent auditors noted that the Company the Company has negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations. Fusion Telecommunications reported a net loss of $5.8 million on $41.8 million of revenues for 2010, compared with a net loss of $9.6 million on $40.9 million of revenues for 2009. The Company's balance sheet at March 31, 2011, showed $4.42 million in total assets, $13.55 million in total liabilities, and a $9.12 million total stockholders' deficit. GAGE'S LONG: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Gage's Long Creek Marina, Inc. 1368 Long Creek Road Ridgedale, MO 65739 Bankruptcy Case No.: 11-61319 Chapter 11 Petition Date: June 20, 2011 Court: United States 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 St., Suite A Springfield, MO 65804-7915 Tel: (417) 890-1000 Fax: (417) 886-8563 E-mail: bk1@dschroederlaw.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 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb11-61319.pdf The petition was signed by James A. Gage, vice president. GAMETECH INT'L: Incurs $1.61 Million Net Loss in May 1 Quarter -------------------------------------------------------------- GameTech International, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.61 million on $8.11 million of net revenues for the 13-weeks ended May 1, 2011, compared with a net loss of $14.95 million $9.65 million of net revenues for the 13 weeks ended May 2, 2010. The Company also reported a net loss of $1.90 million on $18.21 million of net revenues for the 26 weeks ended May 1, 2011, compared with a net loss of $15.95 million on $18.06 million of net revenues for the 26 weeks ended May 2, 2010. The Company's balance sheet at May 1, 2011, showed $40.19 million in total assets, $32.33 million in total liabilities and $7.86 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/HfurAI About GameTech Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. The Company reported a net loss of $20.4 million on $35.2 million of revenue for the 52 weeks ended Oct. 31, 2010, compared with a net loss of $10.5 million on $47.8 million of revenue for the 52 weeks ended Nov. 1, 2009. Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed substantial doubt about GameTech International, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered reoccurring losses from operations and has been unable to extend the maturity of its debt, or raise additional capital necessary to execute its business plan. The Company's balance sheet at Jan. 30, 2011, showed $40.86 million in current assets, $31.47 million in current liabilities and $9.39 million in total stockholders' equity. G.B.S. HOLDING: Wants to Proceed With Va. Project Despite Filing ---------------------------------------------------------------- Carol Hazard at Richmond Times-Dispatch reports that G.B.S. Holding Ltd., the developer of the huge Roseland residential and commercial project in northwestern Chesterfield County, Virginia, is in Chapter 11 protection. According to the report, G.B.S. guaranteed loans secured by Roseland Village, managing owner of a 342-acre high-density piece of the project, which filed for bankruptcy protection in late January to stop foreclosure proceedings. Bruce E. Arkema with DurretteCrump, the lawyer for G.B.S., said he plans to ask the bankruptcy judge to consolidate the two cases, so the borrower can more easily reorganize and proceed with the project. G.B.S has bank loans of $23.3 million and assets of $57.9 million, so the hope is to proceed with the development and make the banks and everyone involved in the project whole again. Essex Bank in Tappahannock, Central Virginia Bank in Powhatan County, Franklin Federal Savings Bank in Henrico County and Paragon Commercial Bank in Raleigh, N.C., are listed as creditors in court records. G.B.S. Holding, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011. Bruce E. Arkema, Esq., at Durrettecrump PLC, in Richmond, Virginia, serves as counsel to the Debtor. The Debtor estimated assets of $50 million to $100 million and debts of $10 million to $50 million. An affiliate, Roseland Village, LLC, sought Chapter 11 protection (Bankr. E.D. Va. Case No. 11-30223) on Jan. 13, 2011 G.B.S. HOLDING: Hires DurretteCrump as Chapter 11 Counsel --------------------------------------------------------- G.B.S. Holding, Ltd., seeks bankruptcy court permission to employ DurretteCrump PLC as counsel in its Chapter 11 case. The names, positions, and current hourly rates of the firm's lawyers and paraprofessionals currently expected to have primary responsibility for providing services to the Debtor are: Professional Position Hourly Rate ------------ -------- ----------- Bruce E. Arkema Partner $335 Kevin J. Funk Associate $235 Beth McMillen Legal Secretary $85 DurretteCrump has received a $7,120.74 retainer for its services to be provided in the Debtor's case. On June 3, 2011, the firm applied $2,039 of the retainer as payment for fees and expenses incurred for the period through and including the Petition Date. Accordingly, as of the Petition Date, $5,081 of the retainer remains unapplied. DurretteCrump represents Roseland Village, LLC in a pending Chapter 11 case, which was filed on Jan. 13, 2011 (Bankr. E.D. Va. Case No. 11-30223). G.B.S. Holding, Ltd. owns 50% of Roseland Village, LLC. Bruce E. Arkema, Esq., a partner and shareholder of DurretteCrump, attests that DurretteCrump neither holds nor represents any interest adverse to the Debtor or its estate in the matters for which DurretteCrump is proposed to be retained. DurretteCrump is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a). About GBS Holding Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011. Chief Judge Douglas O. Tice Jr. presides over the case. DurretteCrump PLC serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $50 million to $100 million and debts $10 million to $50 million. The petition was signed by George B. Sowers, Jr., president, who serves as the Debtor's designee pursuant to a court order. Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D. Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd. owns 50% of Roseland Village, LLC. DurretteCrump represents also represents Roseland Village. G.B.S. HOLDING: Sec. 341 Meeting of Creditors Set for June 30 ------------------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for the Eastern District of Virginia, will hold a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341 in the bankruptcy case of G.B.S. Holding, Ltd., on June 30, 2011, at 3:00 p.m. at Office of the U.S. Trustee, 701 East Broad St., Suite 4300, in Richmond, Virginia. Proofs of claim are due by Sept. 28, 2011. Complaint for Determination of Dischargeability of Debt are due by Aug. 29, 2011. About GBS Holding Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011. Chief Judge Douglas O. Tice Jr. presides over the case. DurretteCrump PLC serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $50 million to $100 million and debts $10 million to $50 million. The petition was signed by George B. Sowers, Jr., president, who serves as the Debtor's designee pursuant to a court order. Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D. Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd. owns 50% of Roseland Village, LLC. DurretteCrump represents also represents Roseland Village. GLOBAL CROSSING: Board Okays $26-Mil. Unsecured Promissory Note --------------------------------------------------------------- The Board of Directors of Global Crossing Limited approved a senior unsecured promissory note of the Company in the principal amount of $26 million for the payment of dividends accrued from Dec. 9, 2003, through March 31, 2011, on the Company's convertible preferred stock. The note was issued on that date to STT Crossing Ltd., the holder of the Company's convertible preferred stock and the controlling shareholder of the Company. The note was reviewed and approved by the Audit Committee of the Company's Board of Directors. The note has an interest rate of 9% per annum and is payable on its maturity date of Dec. 14, 2011, or prior to the maturity date (i) if all conditions to the consummation of the amalgamation of the Company with Level 3 Communications, Inc., have been satisfied or waived, (ii) 45 days after any termination of the amalgamation agreement relating to the amalgamation of the Company with Level 3 prior to its consummation or (iii) if a change of control with respect to the Company or an event of default under the note occurs. The Company held its Annual General Meeting of Shareholders on June 14, 2011. At the Annual Meeting, the Shareholders elected Charles Macaluso and Michael Rescoe as directors for terms expiring at the 2012 Annual General Meeting of Shareholders. The Shareholders approved the reduction of the Company's share premium account by transferring US$1.2 billion to its contributed surplus account. The proposal to appoint Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending Dec. 31, 2011, and to authorize the Audit Committee of the Company to determine their remuneration was approved. The Stockholders approved, by a non-binding advisory vote, the Company's executive compensation. The Stockholders approved the proposal to hold an advisory vote on the Company's executive compensation every year. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network. Global Crossing Limited reported a consolidated net loss of $172 million on $2.609 billion of consolidated revenue for the twelve months ended Dec. 31, 2010, compared with a net loss of $141 million on $2.159 billion of revenue during the prior year. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Global Crossing's proposed $150 million of senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. The Company's balance sheet at March 31, 2011, showed $2.26 billion in total assets, $2.78 billion in total liabilities and a $525 million total shareholders' deficit. GPS TECHNOLOGIES: Fed. Circ. Upholds Dismissal of Golf GPS IP Suit ------------------------------------------------------------------ Pete Brush at Bankruptcy Law360 reports that the Federal Circuit on Wednesday affirmed the dismissal of now-bankrupt GPS Technologies Inc.'s golf distance sighting patent infringement suit against Skyhawke Technologies LLC and other defendants, affirming a Dallas federal judge's 2009 ruling that the plaintiff didn't control the patent. Law360 says the appellate panel's decision came without an attached opinion and marked a victory for Skyhawke and other defendants including Altex Corp. and GPS Golf Pro LLC. GREAT ATLANTIC: Court Approves SuperFresh Asset Sale ---------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved three Great Atlantic & Pacific Tea Company motions to sell the assets of certain of the Company's SuperFresh banner stores located in the Maryland/D.C. area (Southern Stores) to the highest and best bidder. According to BData, the Court approved: (I) the sale of certain prescription drug inventory and pharmacy customer records assets located at the seven Southern Stores to Safeway, Inc.; Walgreens Co. and Maryland CVS Pharmacy, L.L.C.; (II) the assumption and assignment of a lease agreement between A&P and landlord Englar Center Limited Partnership and (III) the sale of the Debtors' leasehold interest, inventory, furnishings, equipment and pharmacy assets of the SuperFresh Ellicott City, Maryland store location to SUPERVALU INC. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREEN MOUNTAIN: Moody's Assigns 'Ba2' Rating to Bank Facility ------------------------------------------------------------- Moody's Investors Service, Inc. assigned a Ba2 rating to the senior secured debt ratings on Green Mountain Coffee Roasters, Inc.'s amended and extended $1.25 billion bank facility and affirmed the company's Ba3 Corporate Family Rating and B1 Probability of Default Rating. Moody's also upgraded the company's Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The rating outlook is stable. The Ba2 ratings assigned to the senior secured debt (compared with the prior withdrawn ratings of Ba3) and the upgraded SGL ratings reflect improvements to the collateralization for the company's secured debt and the enhanced liquidity profile that resulted from the recent common equity sale earlier this month that raised $689 million. A portion of the proceeds from the equity offering were used to repay $350 million of the company's $549 million senior secured Term Loan B bank facility, which reduced the amount of outstanding senior secured debt to about $630 million, or 4.9% of its total market capitalization, and reduced debt /EBITDA to about 1.6 times. The increased amount of collateral relative to the amount of remaining secured debt resulted in an upgrade to those debt instruments. The remaining outstanding amounts under the Term Loan B will be repaid as part of a proposed amendment to the existing $1.45 billion of senior secured facilities. Under the proposed amendment, the current bank facilities consisting of a $650 million revolving credit facility, a $250 million Term Loan A, and a $550 million Term Loan B, will be amended to expand the revolving credit facility to $1 billion and to repay the $550 million Term Loan B, resulting in a $200 million reduction of the total facility size to $1.25 billion from $1.45 billion. The new revolving credit facility will include a line for multi-currency borrowings of at least $200 million, the size of the line included in the existing revolving credit facility. Pricing will be reduced and the maturity date will be extended to June 2016 from December 2015. Upon closing of the amendment, expected by the end of June 2011, the ratings on the Term Loan B will be withdrawn. RATINGS RATIONALE The Ba3 Corporate Family Rating reflects the expanding base and growing retail acceptance of GMCR's category-leading Keurig single-cup brewers, which in turn drive sales of its high-margin K-Cup portion packs. The rating also reflects the company's aggressive growth strategy that has involved the rapid consolidation of K-Cup licensees in recent years and the formation of key strategic partnerships that Moody's expects to spur incremental demand for Keurig brewers and K-Cups. GMCR's rapid organic growth (over 50% rate) has placed heavy demands on its highly concentrated supply chain and distribution network. These demands will likely intensify in the coming year as the company implements recently announced strategic partnerships with Dunkin Donuts, Starbucks and ConAgra Foods to provide selected brands in the K-Cup single-serve format. Moody's expects these strategic partnerships to build consumer awareness of the single-serve brewing format and to expand GMCR's loyal base of K- Cup consumers. Although gross cash flows have grown rapidly, the incremental working capital and plant expansion required to keep up with rapid demand growth has consumed substantially all of GMCR's operating cash flow. The resulting negative free cash flows are likely to persist for the foreseeable future. However, the recent cash equity raised provides important financial cushion that should allow GMCR to fund its rapid growth while maintaining modest financial leverage. GMCR could face direct competition in the manufacturing and marketing of K-Cups as early as 2012, when two principal patents expire. This will open the door for other coffee makers to produce their own version of K-Cups, royalty-free. Moody's expects that over time this will lead to a gradual decline in the company's K- Cup market share and profit margins. But if the product category continues to expand at its current rate, GMCR may be able to grow earnings for the foreseeable future, although at a slower rate. It is not clear whether its strategic relationships with other coffee makers will provide material protection against K-Cup competition after patent expiration, but Moody's assumes that its most capable partners will secure their right to exit the relationship under certain conditions. Ratings assigned: Green Mountain Coffee Roasters, Inc. -- $1,000 million of amended senior secured revolving credit facilities expiring June 2016 at Ba2 (LGD 2, 27%); -- $250 million amended senior secured bank Term Loan A expiring June 2016 at Ba2 (LGD 2, 27%); Ratings upgraded: -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3. Ratings affirmed: -- Green Mountain Coffee Roasters, Inc. -- Corporate Family Rating at Ba3; -- Probability of Default Rating at B1; Ratings to be withdrawn: Green Mountain Coffee Roasters, Inc. -- $550 million senior secured bank Term Loan B expiring December 2015 at Ba3 (LGD 3, 30%). The SGL-2 rating is based on Moody's expectation that GMCR will have adequate liquidity over the next twelve months, but may rely on seasonal borrowings to fund growth-related working capital needs and capital investments. Working capital needs typically peak near the end of the fourth quarter as the company builds brewer inventory for the holiday season. Given the company's high demands for growth capital, Moody's does not anticipate positive free cash flow in the near-term. The Ba2 ratings assigned to the bank debt instruments reflect both the overall probability of default (as reflected in the B1 PDR) and a below-average mean family loss given default assessment of 35% (or an above-average mean family recovery estimate of 65%), in line with Moody's LGD Methodology and typical treatment for an all-first-lien bank senior secured debt capital structure. The principal methodology used in rating Green Mountain Coffee Roasters, Inc. was Global Packaged Goods Industry published in July 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009 A rating upgrade is unlikely to occur until GMCR is generating positive free cash flow on a sustained basis, which Moody's does not expect to occur in the near-term. The company would also need to improve the diversity and robustness of its supply chain and distribution networks before Moody's would consider an upgrade. The company would also need to resolve the ongoing SEC inquiry and the uncertainty related to upcoming patent expirations. Quantitatively, a rating upgrade would require debt / EBITDA to be sustained below 3.5 times. Ratings could be downgraded if liquidity erodes and/or GMCR faces deteriorating operational performance, including a major decline in i) installed base of active Keurig coffee brewers; ii) gross margins; or iii) GMCR's K-Cup sales. A downgrade may also occur if the company experiences a major disruption in its supply chain or distribution network, or if the ongoing SEC inquiry has a significantly more negative outcome than Moody's is anticipating. Quantitatively, ratings could be downgraded if management pursues more debt-financed acquisitions or if debt-to-EBITDA rises above 4.0 times. Corporate Profile Green Mountain Coffee Roasters, Inc. based in Waterbury, Vermont, is a manufacturer of specialty coffee and other hot beverages, and single serve coffee brewing systems. The company's operations are managed through two business units. The Specialty Coffee business unit produces coffee, tea and hot cocoa from its family of brands, including Tully's Coffee(R), Green Mountain Coffee(R), Newman's Own(R) Organics coffee, Timothy's World Coffee(R), Diedrich(R), and Van Houtte(R). The Keurig business unit manufactures gourmet single-cup brewing systems and GMCR produces the K-Cup(R) portion packs for Keurig(R) Single-Cup Brewers. Sales for the last-twelve months ended March 26, 2011 were $1.9 billion. GYRO-TRAC (USA): Emerges From Chapter 11 Bankruptcy --------------------------------------------------- Gyro-Trac Corporation reports that Gyro-Trac has successfully emerged from Chapter 11 bankruptcy effective May 31, 2011, following entry of the final decree closing case by the Honorable David R. Duncan of the U.S. Bankruptcy Court for the District of South Carolina. The Plan confirmed by the bankruptcy court in December 2010 provides that the Gyro-Trac entities will be merged into a single entity known as Gyro-Trac, Inc. Daniel Gaudreault, president and CEO of the companies, will own 100% of the stock in the new entity. The Debtor will also use the manufacturing equipment purchased in the liquidation of Usitech Nov, Inc., a Canadian company owned by the Labbe family and Mr. Gaudreault, to begin manufacturing its own equipment, which it will then market and sell. The Debtor also proposes a change to a "cash and carry" model, in which the Debtor will require customers to pay cash for purchases whenever possible. The Plan proposes to pay BMO's claim in full over six years. BMO will receive a $250,000 payment plus an assignment, within 30 days of the Plan's effective date, of a promissory note from Tremblay & Sons currently owned by the Debtor and worth about $450,000. BMO will also receive a percentage of the proceeds of any equipment sold by Debtor during the first three years of the plan. Three years after the effective date, the balance then owed to BMO will be paid in quarterly installments over a three year period. Interest will be paid at 0.5% above BMO's prime rate. Gyro-Trac (USA), Inc., Gyro-Trac West Coast, Inc., and Gyro-Trac, Inc., filed for Chapter 11 relief (Bankr. D. S.C. Case No. 10-01908) on March 17, 2010. HANMI FINANCIAL: To Offer $75 Million of Common Stock ----------------------------------------------------- Hanmi Financial Corporation commenced an underwritten public offering of approximately $75 million of its common stock. FBR Capital Markets & Co. will act as sole book-running manager in connection with this public offering. The Company expects to grant the underwriter a 30-day option to purchase up to $11.25 million of additional common stock, solely to cover over- allotments, if any. The Company intends to contribute a substantial portion of the net proceeds from the offering to Hanmi Bank as additional capital and to support future organic and acquisition driven growth. The Company intends to retain the remaining net proceeds at the Company level for use as working capital and other general corporate purposes. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has become effective. About Hanmi Financial Headquartered in Los Angeles, California, Hanmi Financial Corp. (Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company for Hanmi Bank, a state chartered bank with headquarters located at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles. Hanmi Bank provides services to the multi-ethnic communities of California, with 27 full-service offices in Los Angeles, Orange, San Bernardino, San Francisco, Santa Clara and San Diego counties, and a loan production office in Washington State. The Company reported a net loss of $88.01 million on $144.51 million of total interest and dividend income for the year ended Dec. 31, 2010, compared with a net loss of $122.27 million on $184.14 million during the prior year. The Company's balance sheet at March 31, 2011, showed $2.87 billion in total assets, $2.69 billion in total liabilities, and $184.05 million in total stockholders' equity. Going Concern The Company is required by federal regulatory authorities to maintain adequate levels of capital to support its operations. Hanmi Bank is also required to increase its capital and maintain certain regulatory capital ratios prior to certain dates specified in a Final Order issued by the California Department of Financial Institutions. By July 31, 2010, the Bank was required to increase its contributed equity capital by not less than an additional $100 million and maintain a ratio of tangible stockholders' equity to total tangible assets of at least 9.0%. In addition, the Bank was also required to maintain a ratio of tangible stockholders' equity to total tangible assets of at least 9.5 percent at Dec. 31, 2010 and until the Final Order is terminated. As a result of the successful completion of the registered rights and best efforts offering in July 2010, the capital contribution requirement set forth in the Final Order was satisfied. However, the tangible capital ratio requirement set for in the Final Order has not been satisfied at Dec. 31, 2010. Further, should the Company's asset quality continue to erode and require significant additional provision for credit losses, resulting in added future net operating losses at the Bank, or should the Company otherwise fail to be profitable, the Company's capital levels will additionally decline requiring the raising of more capital than the amount currently required to satisfy the Company' agreements with its regulators. The Company said an inability to raise additional capital when needed or comply with the terms of the Final Order or the Written Agreement with the Board of Governors of the Federal Reserve System, raises substantial doubt about its ability to continue as a going concern. The Company's independent registered public accounting firm in their audit report for fiscal year 2010 has expressed substantial doubt about the Company's ability to continue as a going concern. Continued operations may depend on the Company's ability to comply with the regulatory orders the Company is subject to. HARRY & DAVID: PBGC Fights Lower $44-Mil. Pension Claim ------------------------------------------------------- Megan Stride at Bankruptcy Law360 reports that the Pension Benefit Guaranty Corp. fought back Friday against Harry & David Holdings Inc.'s bid to have a Delaware bankruptcy court lower PBGC's anticipated $44 million claim over the proposed termination of the fruit basket seller's pension plan. According to Law360, PBGC objected to the claim determination just one day after it challenged Harry & David's disclosure statement, saying the statement failed to explain why Harry & David met the standard for distress termination of its pension plan or how disputed claims in the company's bankruptcy would be processed. 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. The Debtor also tapped DJM Realty Services, LLC, as real estate consultants; Alvarez & Marsal North America to provide the Debtors an interim chief executive officer and chief restructuring officer and certain additional officers; and McKinsey Recovery & Transformation Services U.S. LLC as their management consultant. 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. The Debtors' proposed Plan of Reorganization will allow the Company to convert all of its approximately $200 million of outstanding public notes into equity of the reorganized company. The Plan also includes an equity capital raise that will generate $55 million in equity financing upon the Company's emergence from chapter 11. The Plan has the support of the Official Committee of Unsecured Creditors and the holders of approximately 81% of the Company's public notes. HEARUSA INC: Seeks to Hire Ehrenstein Charbonneau as Attorney ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that HearUSA Inc. seeks to hire Ehrenstein Charbonneau Calderin as attorney. The company filed its application on May 26 with the U.S. Bankruptcy Court in West Palm Beach, Fla. About HearUSA HearUSA, Inc., which sells hearing aids in 10 states, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-23341) on May 16, 2011, to sell the business for $80 million to William Demant Holdings A/S. The Debtor said that assets are $65.6 million against debt of $64.7 million as of March 31, 2010. HearUSA owes $31.3 million to Siemens Hearing Instruments Inc., the principal supplier and primary secured lender. 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 has tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC, investment banker; Development Specialist Inc., restructuring advisor ans Joseph J. Luzinski as chief restructuring officer; and AlixPartners LLC, as communications consultant. Trustee Services, Inc., serves as claims and notice agent. HearUSA, INC. The Official Committee of Unsecured Creditors was appointed on May 25, 2011. Robert Paul Charbonneau and the law firm of Ehrenstein Charbonneau Calderin represents the Committee. HERCULES OFFSHORE: Files Fleet Status Report as of June 20 ---------------------------------------------------------- Hercules Offshore, Inc., posted on its Web site at www.herculesoffshore.com a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of June 20, 2011), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for May 2011, including revenue per day and operating days. The Fleet Status Report is available for free at http://is.gd/lutMFq About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Company's balance sheet at March 31, 2011, showed $2.01 billion in total assets, $1.17 billion in total liabilities and $839.03 million in stockholders' equity. The Company reported a net loss of $134.59 million on $657.48 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $91.73 million on $742.85 million of revenue during the prior year. The Troubled Company Reporter said on Nov. 17, 2010, Moody's Investors Service downgraded the Corporate Family Rating of Hercules Offshore Inc. and the Probability of Default Rating to Caa1 from B2. Moody's also downgraded Hercules' 10.5% senior secured notes due 2017, its senior secured revolving credit facility due 2012, and its senior secured term loan B due 2013, all to Caa1 with LGD3, 45%. The outlook remains negative. "The inability of Hercules to generate meaningful free cash flow despite limited reinvestment in its aging fleet of rigs is cause for concern," commented Stuart Miller, Moody's Senior Analyst. "Without a significant de-leveraging of its balance sheet, Hercules is following a path that could lead to financial hardship at the first sign of a market softening." Hercules' Caa1 CFR rating reflects its highly leveraged balance sheet and limited ability to generate free cash flow. The Caa1 rating on the senior secured notes reflects their pari passu secured position in Hercules' capital structure relative to the senior secured credit facilities. HORIZON LINES: Further Extends Subscription Deadline to June 24 --------------------------------------------------------------- Horizon Lines, Inc., entered into a second amendment with certain holders of a majority of its unsecured 4.25% convertible senior notes due 2012, to the previously announced Restructuring Support Agreement, dated June 1, 2011, as amended by the First Amendment to the Restructuring Support Agreement, dated June 10, 2011. The Amendment was entered into to extend, from June 17, 2011 to June 24, 2011, (i) the deadline by which the Company is to receive subscription commitments for $350 million in aggregate principal amount of the Company's 9.0% senior secured notes to be issued and sold to the Exchanging Holders and (ii) the Exchanging Holders' and the Company's continued support for the recapitalization and to allow the parties to discuss certain modifications to the terms of the recapitalization. A full-text copy of the Amendment is available for free at: http://is.gd/oXlQ2o About Horizon Lines Horizon Lines, Inc., based in Charlotte, North Carolina, through its wholly-owned indirect operating subsidiary, Horizon Lines, LLC, currently operates 11 of its 15 Jones Act qualified U.S. flag container ships in Jones Act liner services between the continental United States and either Alaska, Hawaii, or Puerto Rico and five U.S. flag container ships between the Far East, U.S. west coast and Guam. Horizon Lines reported a net loss of $57.97 million on $1.16 billion of operating revenue for the fiscal year ended Dec. 26, 2010, compared with a net loss of $31.27 million on $1.12 billion of operating revenue for the fiscal year ended Dec. 20, 2009. The Company's balance sheet at March 27, 2011, showed $804.0 million in total assets, $797.3 million in total liabilities, and stockholders' equity of $6.66 million. As reported in the TCR on March 30, 2011, Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt about Horizon Lines' ability to continue as a going concern, following the Company's 2010 results. According to Ernst & Young, there is uncertainty that Horizon Lines, Inc., will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. * * * As reported in the Troubled Company Reporter on March 8, 2011, Moody's Investors Service said Horizon Lines, Inc.'s plea agreement regarding antitrust matters in the Puerto Rico trade lane is credit negative but does not at this time affect its 'Caa1' Corporate Family or its other debt ratings of Horizon. The last rating action on Horizon was on May 18, 2010 when Moody's lowered its ratings, including the corporate family rating to 'Caa1' and maintained the negative outlook. HOWARD MARKS: In Chapter 11; Owes $14.4-Mil. to Quinn Family ------------------------------------------------------------ Wayne Faulkner at StarNewsOnline reports that Howard F. Marks Jr. and his wife, Sandra F. Marks, filed for Chapter 11 bankruptcy protection in U.S. Bankruptcy Court for Eastern North Carolina, owing tens of millions of dollars in connection with the Mason Landing Yacht Club development in Wilmington, retail developments in Wilmington, an industrial warehouse, and ventures in Watauga County. According to the report, the largest claim, for $14.4 million, was by the Quinn Family, which holds a note for Mason Landing Yacht Club, off Middle Sound Road in Wilmington. The Markses owe RBC Centura Bank (predecessor to RBC Bank) $3.8 million in connection with Masonboro Retail Partners LLC and Masonboro Corner Market Partners. Another claim, for $2.28 million, was filed by Carolina First Bank in connection with debt on a warehouse facility. StarNewsOnline, citing court documents, says, in Watauga County, Community One Bank filed a claim of $9.6 million in connection with Boone Station Partners LLC. The Markses owe $1.46 million on a note by First Bank for the Lodges at Winkler Creek LLC, and $1.2 million to Blue Ridge Savings, also in connection with Lodges at Winklers Creek. Park Sterling Bank is owed $1.9 million in connection with New Anchor Medical Holdings LLC, according to StarNewsOnline. Howard Marks, along with his wife, sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 11-03636) on May 10, 2011. INDIAN NATIONAL: Montana Judge Won't Dismiss Chapter 11 Case ------------------------------------------------------------ Bankruptcy Judge Ralph B. Kirscher denied a motion filed by the Apache Gold Casino Resort seeking dismissal of the Chapter 11 case of Indian National Finals Rodeo, Inc., and Indian National Finals Rodeo Association Inc., for bad faith under 11 U.S.C. Section 1112(b)(4). The Court held that Apache Gold failed to satisfy its burden of proof to show that the Debtor filed the Chapter 11 petition in bad faith. The Court finds that the Debtor is not attempting to unreasonably deter and harass creditors, but rather is attempting to effect a speedy, efficient reorganization on a feasible basis. The Debtor filed its Disclosure Statement and Chapter 11 Plan of Reorganization on March 3, 2011. The Disclosure Statement provides income and expenses for the 2010 finals rodeo, but not for other years. The Plan has two classes of claims: Class One which is the allowed unsecured claim of Apache Gold, and Class Two comprised of allowed unsecured claims of less than $10,000. Under the Plan, Apache Gold will be paid an aggregate of 50% of its allowed claim of $275,000, or $137,500, payable over seven annual installments of $19,643 starting Dec. 1, 2012, and for six more years thereafter. The Plan further provides that Apache Gold's judgment will be extinguished on the effective date of the Plan and be void, discharge and unenforceable. Class Two will be paid the full amounts of their allowed claims without interest in eight annual installments, or alternatively 50% of the claims in three annual installments, beginning Dec. 1, 2011. Apache Gold is represented in the case by: Gary S. Deschenes, Esq. DESCHENES & SULLIVAN LAW OFFICES 309 1st Avenue North Great Falls, MT 59401-2505 Tel: (406) 761-6112 A copy of Judge Kirscher's June 20, 2011 Memorandum of Decision is available at http://is.gd/ITI8LAfrom Leagle.com. Indian National Finals Rodeo, Inc., was founded in 1976 to promote Native American rodeo. It filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 10-31085) on Nov. 5, 2010, estimating assets and debts of less than $1 million. Debt includes a $275,000 balance on a lease with the Apache Gold Casino Resort in San Carlos, Ariz., east of Phoenix. A copy of the Debtor's petition is available at http://bankrupt.com/misc/nvb10-31085.pdf The case was transferred to the Bankruptcy Court in Montana (Bankr. D. Mont. Case No. 11-60113-11) by order of the Nevada bankruptcy court on Jan. 25, 2011. Apache Gold filed the only Proof of Claim in the case, on May 19, 2011. Claim No. 1 asserts an unsecured nonpriority claim for $340,094.66 based on a San Carlos Tribal Court judgment -- plus interest and attorney fees -- against INFR based on unpaid settlement. That judgment was entered in the Eighth Judicial District Court, Clark County Nevada as a foreign judgment in case no. A-106-26221. INVENTIV HEALTH: Moody's Lowers CFR to 'B3'; Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family and Probability of Default Ratings of inVentiv Health Inc. to B3 from B2 following the announced acquisition and planned financing of PharmaNet Development Group. In addition, Moody's assigned a B1 to the company's new proposed $245 million term loan tranche and a Caa2 to its new proposed $390 million senior note offering. Ratings are subject to receipt and review of final documentation. Concurrently, Moody's changed the company's Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The company's existing term loan and revolver ratings were downgraded to B1 from Ba3, and its existing senior notes ratings were downgraded to Caa2 from Caa1. The rating outlook is stable. This concludes the rating review that was initiated on May 18, 2011. PharmaNet's existing ratings, including its B3 CFR and PDR and B3 senior notes (second lien) are expected to be withdrawn following the close of the transaction. These ratings were assigned: -- inVentiv Health, Inc. -- New $245 million term loan tranche at B1 (LGD 2, 25%) -- New $390 million unsecured notes at Caa2 (LGD 5, 81%) The following ratings were downgraded: inVentiv Health, Inc. -- Corporate Family Rating to B3 from B2 -- Probability of Default Rating to B3 from B2 -- $130 million (upsized from $100 million) senior secured revolver expiring 2015 to B1 (LGD 2, 25%) from Ba3 (LGD 3, 31%) -- $210 million delayed draw term loan due 2016 to B1 (LGD 2, 25%) from Ba3 (LGD 3, 31%) -- $525 million senior secured term loan due 2016 to B1 (LGD2, 25%) from Ba3 (LGD3, 31%) -- $105 million senior secured term loan due 2016 to B1 (LGD2, 25%) from Ba3 (LGD3, 31%) -- $275 million unsecured notes due 2018 to Caa2 (LGD5, 81%) from Caa1 (LGD5, 86%) -- $160 million unsecured notes due 2018 to Caa2 (LGD5, 81%) from Caa1 (LGD5, 86%) -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2 RATINGS RATIONALE The B3 Corporate Family Rating reflects high financial leverage and integration risk associated with the PharmaNet acquisition, which is coming on the heels of the recent i3 and Campbell acquisitions and the August 2010 LBO. In addition, Moody's believes that there is uncertainty regarding earnings and cash flow capabilities of the combined company especially in light of recent quarters of negative free cash flow at inVentiv and PharmaNet's significant customer concentration risk and limited track record of free cash flow. The ratings are also constrained by a number of risks inherent in the business including: project cancellations due to FDA non-approval decisions or generic competition of client's products, reduced client marketing budgets, and pharmaceutical industry consolidation. Pro forma for the acquisitions, positive factors supporting the ratings are the significant size and scale of inVentiv, both on an absolute basis and relative to other CROs. The ratings are further supported by the breadth of inVentiv's diverse service offerings, which over time could result in increased cross-selling opportunities and stronger client relationships. The acquisitions will add to this breadth as well as help inVentiv become a more global company. Despite concerns regarding lack of near term visibility, Moody's believes inVentiv should be able to generate positive free cash flow on a normalized, run-rate basis (excluding transaction costs, severance, restructuring, etc.) even after the considerable increase in interest expense. The ratings could be upgraded if the company is able to successfully integrate PharmaNet and other transactions and achieve expected synergies. In addition, inVentiv would need to sustain positive free cash flow and deleverage on a sustained basis to 6.0 times or below. If the company faces challenges in its integration of recent transactions, including the loss of significant contracts, or if there are any additional acquisitions or liquidity concerns, the ratings could be downgraded. The principal methodology used in rating inVentiv Group Holdings was the Global Business & Consumer Service Industry Rating Methodology published October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA, published June 2009. inVentiv, headquartered in Burlington, Massachusetts, is a leading provider of outsourced services to the pharmaceutical, life sciences and healthcare industries. inVentiv provides a broad range of clinical development, communications and commercialization services to clients to assist in the development and commercialization of pharmaceutical products and medical devices. For the twelve months ended March 31, 2011, the company reported approximately $1.06 billion in net revenues. In August 2010, inVentiv was taken private by Thomas H. Lee Partners and Liberty Lane Partners in a transaction valued at $1.1 billion. INVENTIV HEALTH: S&P Lowers Corporate Credit Rating to 'B' ---------------------------------------------------------- Standard & Poor's Rating Services lowered its corporate credit rating on Burlington, Mass.-based inVentiv Health Inc. to 'B', from 'B+'. "At the same time, we assigned a 'BB-' senior secured debt rating and '1' recovery rating to the company's $245 million incremental senior secured term loan facility due 2018. The '1' recovery rating indicates very high (90%-100%) expectations of recovery in the event of a default," S&P said. Standard & Poor's also assigned a 'CCC+' senior unsecured debt rating and a '6' recovery rating to inVentiv's new $390 million senior unsecured notes due 2019. The '6' recovery rating indicates negligible (0%-10%) expected recovery. "In addition, we lowered the ratings on the existing senior unsecured notes to 'CCC+' from 'B-'," S&P said. "We removed all ratings on inVentiv from CreditWatch, where they were placed with negative implications on May 19, 2011, following its announcement of its planned acquisition of PharmaNet. The outlook is stable," S&P related. "The speculative-grade ratings on pharmaceutical contract services provider inVentiv Health reflect its highly leveraged financial risk profile, highlighted by pro forma adjusted debt leverage of slightly under 6x and integration risk associated with its acquisitive nature," said Standard & Poor's credit analyst Arthur Wong. "Another factor is the improving -- but still uncertain -- environment for outsourced pharmaceutical services. These concerns are partly offset by inVentiv's fair business risk profile, given its solid position in the outsourced pharmaceutical communications market, its growing breadth of services offered, and our favorable long-term view of industry growth prospects." JACKSON HEWITT: Creditors Seek Hearing Continuation --------------------------------------------------- BankruptcyData.com reports that Jackson-Hewitt Tax Service's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a motion for an order to continue the final hearing currently scheduled for June 22, 2011 to no sooner than June 30, 2011. The committee asserts, "At the Final Hearing, the Debtors seek substantive relief that may irreparably impair the rights of creditors. The Committee and its professionals have not had sufficient time to understand, analyze and respond to the pending requests for relief. Allowing the Final Hearing to proceed as scheduled would be inequitable and highly prejudicial to creditors in these cases." About Jackson Hewitt Tax Service Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka JHTS Inc., provides computerized preparation services for federal, state and local individual income tax returns in the United States through a nationwide network of franchised and company-owned offices operating under the brand name Jackson Hewitt Tax Service. The Company has 700 franchisees who collectively operated a total of 4,846 offices. The Company also operates 1,110 company-owned offices. Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011. Judge Mary F. Walrath presides over the case. Skadden, Arps, Slate, Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel. Alvarez & Marsal North America, LLC, serves as their financial advisor. Moelis & Company LLC acts as investment banker. The Garden City Group, Inc., serves as the Debtors' Claims and Noticing Agent. The Debtors also tapped Deloitte & Touche to serve as tax advisors and Kekst & Company to serve as communications advisors. The Debtors filed a Joint Prepackaged Plan of Reorganization and Disclosure Statement together with their petitions. Under the terms of the Plan, Jackson Hewitt's current secured lenders will receive their pro rata share of a new $100 million term loan and all of the equity in the reorganized enterprise. The Company also anticipates entering into a new $115 million revolving credit facility upon consummation of the Plan. It is anticipated that upon consummation of the proposed Plan, Jackson Hewitt's new equity will be privately held. All of the Company's existing common stock will be cancelled upon Jackson Hewitt's emergence from bankruptcy. On May 23, 2011, the Debtors commenced solicitation of votes on the Plan from the lenders. No other classes of creditors or stockholders were solicited, as each such class is either being paid in full or receiving no recovery and hence, is deemed either to accept or reject the Plan, respectively. The Debtors received overwhelming acceptances to the Plan from the lenders. Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court at a May 25 hearing that investor and financier Bayside Capital is in line to be "a significant majority" owner of Jackson Hewitt. Bayside Capital has $4.5 billion under management. Bayside is the largest of 10 secured lenders that Jackson Hewitt owes a total of $357 million. Mr. McDermott also told the Court that Jackson Hewitt, worth an estimated $225 million, does not have sufficient value to cover the secured debt. The Court set a July 8 court date to consider confirmation of Jackson Hewitt's Chapter 11 plan. JCK HOTELS: To Start Interest-Only Payment Under Mortgage in July ----------------------------------------------------------------- JCK Hotels, LLC, said in court papers it will commence in July to make interest-only payments to mortgage lender LBUBS 2005-C2 Mira Mesa Limited Partnership at the contractual interest rate of 5.99%, additionally. The payments, the Debtor said, will be in exchange for the right to use hotel revenues to finance its operations while in chapter 11. Upon filing for bankruptcy, JCK Hotels, formerly known as Mira Mesa Hotels, LLC, sought permission to use the revenues and other cash collateral to pay its ordinary and necessary expenses, pay its employees and pay its operational expenses as outlined on a budget. The Debtor said cash is critical and any disruption to its use of cash collateral may inhibit its ability to complete renovations and could potentially result in the termination of its franchise agreements, which would negatively impact its ability to reorganize. The Debtor operates the Holiday Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel, located at 9880 and 9888 Mira Mesa Blvd., in San Diego, California. The Hotels are operated under licensing and franchise agreements with Holiday Inn Express and Comfort Suites. Since 2008, and pursuant to the Franchise Agreements governing the Debtor's use of certain intellectual property and operation of the Hotels, the Debtor has undertaken substantial upgrade projects at the Hotels as required by a "Property Improvement Plan." So far, the Debtor has expended roughly $1.5 million to remain in compliance with the Franchise Agreements. The Holiday Inn Express renovations are nearly 95% complete, requiring only the completion of administrative issues and payment of the balance for certain fees and goods. The Comfort Suites renovation is approximately 50% complete, with 71 of the 132 units completely renovated in accordance with the Property Improvement Plan. The remainder of the units are scheduled to be renovated by summer of 2012. While trying to comply with the Franchise Agreements and the Property Improvement Plan, the Debtor defaulted on a mortgage purportedly owned by LBUBS. The lender commenced foreclosure proceeding on the Hotels, and scheduled a foreclosure sale for June 6, 2011, prompting the Debtor to file for Chapter 11. As of the Petition Date, the Debtor owed roughly $13 million to LBUBS. The LBUBS Debt is secured by senior liens pursuant to a deed of trust recorded against the Debtor's real property, including the Hotels, as well as multiple UCC-1 financing statements and assignment purportedly filed against substantially all of the Debtor's assets. The Debtor also has two separate business loans totaling $750,000 with Pacific Western Bank, which are also secured by liens on all of the Debtor's personal property assets. The Debtor's management has prepared a six-month budget. The operating results detailed in the Budget establish that the Debtor anticipates generating net income for the year 2011. The Debtor said the Hotels are generating progressively more income as the renovations continue. While no formal appraisal has been done recently, the Debtor believes the fair market value of both Hotels exceeds $18 million. Both Hotels are projected to produce positive net income in most every remaining month of 2011. Over the next year, the Debtor's operational income will continue to increase as expenses incurred, and income lost, due to the renovations are minimized. The Debtor proposes to provide LBUBS and PWB a replacement lien against post-petition cash, accounts receivable, and inventory, and related proceeds. The Debtor, among others, will also continue to make the monthly payment to PWB. Tiffany L. Carroll, acting United States Trustee for the Southern District of California, said she doesn't oppose the request of JCK Hotels, LLC, to use cash collateral as long as it makes sure that its budget includes fees owed to the U.S. Trustee. Additionally, to the extent the Debtor intends to pay legal and accounting fees as outlined in the budget, the U.S. Trustee requests that no payment of any fees be authorized except after entry of orders authorizing employment and approving fee applications of any professionals. About JCK Hotels JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel in San Diego, California. The Hotels are operated under licensing and franchise agreements with Holiday Inn Express and Comfort Suites. JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif. Case No. 11-09428) on June 3, 2011. Judge Louise DeCarl Adler presides over the case. William M. Rathbone, Esq., at Gordon & Rees LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts between $10 million to $50 million. While no formal appraisal has been done recently, the Debtor believes the fair market value of both Hotels exceeds $18 million. The petition was signed by Charles Jung, managing member. JCK HOTELS: Sec. 341 Creditors' Meeting Set for July 12 ------------------------------------------------------- Tiffany L. Carroll, acting United States Trustee for the Southern District of California, will hold a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of JCK Hotels, LLC, formerly known as Mira Mesa Hotels, LLC, on July 12, 2011, at 11:00 a.m. at Suite 660 (B), Hearing Room B, Emerald Plaza Building (Ch11). Objections for Discharge are due by Sept. 12, 2011. About JCK Hotels JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel in San Diego, California. The Hotels are operated under licensing and franchise agreements with Holiday Inn Express and Comfort Suites. JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif. Case No. 11-09428) on June 3, 2011. Judge Louise DeCarl Adler presides over the case. William M. Rathbone, Esq., at Gordon & Rees LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts between $10 million to $50 million. While no formal appraisal has been done recently, the Debtor believes the fair market value of both Hotels exceeds $18 million. The petition was signed by Charles Jung, managing member. JEFFERSON COUNTY, ALA: Gov. Bentley Wants to Discuss Bankruptcy --------------------------------------------------------------- American Bankruptcy Institute reports that Alabama Gov. Robert Bentley on Friday said that he intends to meet with Jefferson County commissioners and state lawmakers who represent the county to discuss options, including bankruptcy, for dealing with the financial problems of the county sewer system. Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. It ended its 2006 fiscal year with a $42.6 million general fund balance, according to Standard & Poor's. Jefferson County is trying to restructure $3.2 billion in sewer debt. A bankruptcy by Jefferson County stands to be the largest municipal bankruptcy in U.S. history. It could beat the record of $1.7 billion set by Orange County, California in 1994. In September 2010, Alabama Circuit Court Judge Albert Johnson named John S. Young Jr. LLC as receiver for the sewer system. JOE TECCE'S: Big Dig Blamed for Chapter 11 Filing ------------------------------------------------- Joe Tecce, Inc., doing business as Joe Tecce's Ristorante & Cafe, sought Chapter 11 protection (Bankr. D. Mass. Case No. 11-15320) on June 2, 2011. See http://bankrupt.com/misc/mab11-15320.pdf Jenn Abelson at Boston.com reported early this month that Joe Tecce's Ristorante was filing for bankruptcy after falling more than $500,000 in debt because of the massive disruption caused by the Big Dig. According to the report, sales fell 50% at the restaurant during the worst of the Big Dig -- when jackhammers pierced the air, dust covered the streets, and finding parking was considered a miracle. While many other shops closed down, members of the Tecce family used personal funds to keep the restaurant going and make repairs, according to John Morrier, the restaurant's bankruptcy attorney. But the money, Boston.com relates, has dried up and the restaurant has fallen behind on expenses after a tough winter. Joe Tecce's owes about $300,000 to suppliers, vendors, and utilities and roughly $200,000 in unpaid meal, property, and payroll taxes, the report quotes Mr. Morrier as saying. Mr. Abelson relates that the Tecces are planning to reorganize the company, founded by their father in 1948, under Chapter 11 -- which means the restaurant would continue to operate and fans of its signature antipasto alla Tecce or lobster fra diavolo would not have to do without. The reorganization would come about six years after Joe Tecce's filed an estimated $20 million lawsuit against the Massachusetts Turnpike Authority, alleging it caused a loss of business and seeking damages. JOY INVESTMENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Joy Investment Group, LLC 1410 S Olive St. Los Angeles, CA 90015 Bankruptcy Case No.: 11-36576 Chapter 11 Petition Date: June 20, 2011 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Ellen Carroll Debtor's Counsel: William H. Brownstein, Esq. 1250 Sixth St. Suite 205 Santa Monica, CA 90401 Tel: (310) 458-0048 Fax: (310) 576-3581 E-mail: Brownsteinlaw.bill@gmail.com Scheduled Assets: $2,178,250 Scheduled Debts: $7,019,550 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-36576.pdf The petition was signed by Jay No, member. KLADEK INC: Daughter to Take Over Ownership of Gentleman's Club --------------------------------------------------------------- Inver Grover Heights Patch reports that more than two years after the longtime King of Diamonds Gentlemen's Club owner sold the business to his ex-wife, Susan Kladek, the business is changing hands once more. Under an amended Chapter 11 bankruptcy reorganization plan filed on April 18, all of the shares for Kladek, Inc. would be transferred from Susan Kladek and Larry Kladek to Larry's daughter, Debra Kalsbeck. Ms. Kalsbeck would then become president of the company, and would take over the responsibility for management and business decisions for King of Diamonds. Before the change of ownership can be completed, however, the Inver Grove Heights City Council must approve the transfer of the King of Diamond's on-sale liquor license. A public hearing was scheduled for June 13. Founded in 1965, the King of Diamonds bills itself as a totally- nude gentlemen's club. The business is located at the intersection of Concord Boulevard and River Road in Inver Grove Heights, Minnesota. Kladek, Inc., dba King of Diamonds filed for Chapter 11 bankruptcy protection on July 9, 2011 (Bankr. D. Minn. Case No. 10-35032). Judge Robert J. Kressel presides over the case. Kenneth Corey- Edstrom, Esq., at Larkin Hoffman Daly & Lingren Ltd., represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. LA BOTA: Unsecureds to Receive Monthly Payments Over 60 Month PD. ----------------------------------------------------------------- As reported in the Troubled Company Reporter on Oct. 7, 2010, La Bota Development Company, Inc., and Laredo Rock Tech Sand & Gravel, L.P., submitted to the U.S. Bankruptcy Court for the Southern District of Texas a proposed plan of reorganization and an explanatory disclosure statement. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LABOTA_ds.pdf On June 9, 2011, the Debtors filed a First Amended Joint Plan of Reorganization. The First Amended Joint Plan proposes to satisfy (i) all allowed secured claims to the extent of the value of their collateral; (ii) all administrative claims to be be paid under the terms of the First Amended Joint Plan from the Distributable Proceeds; and (iii) all allowed unsecured claims of both La Bota and Rock Tech to be paid in full from the Distributable Proceeds. Satisfaction of La Bota's creditor's claims will be derived from the transfer of certain real property and post-confirmation operating revenue. Payment of Rock Tech's Creditor's claims will be derived from post-confirmation operating revenue and other monies that may be available to satisfy the indebtedness. For the purpose of the First Amended Joint Plan, La Bota's gross operating proceeds after the deduction of monthly operating and other expenses, will be referred to as the Distributable Proceeds of La Bota. Rock Tech's post-confirmation income will be be referred to as the Distributable Proceeds of Rock Tech. All expenses of administration will be paid out of the respective Debtor's Distributable Proceeds. Certain expenses will be subject to Court approval. The Court will retain jurisdiction over the estate until substantial consummation has occurred. All of La Bota's obligations for taxes will be satisfied under Section 1129(a)(9)(c) from the Distributable Proceeds of La Bota. Allowed General Unsecured Claims will be be paid in full by monthly payments over the course of sixty (60) months. The interest rate will be be zero. It is anticipated that if all claims are allowed, the total payment to La Bota's Allowed General Unsecured Claims will be approximately $1,000 per month, and the total payment to Rock Tech's Allowed General Unsecured Claims will be less than $1,500.00 per month. Equity interest owners in La Bota and Rock Tech will retain their respective equity interests. A copy of the First Amended Joint Plan is available at: http://bankrupt.com/misc/labota.firstamendedjointplan.pdf About La Bota Development Sugar Land, Texas-based La Bota Development Company, Inc., is a real estate development company that owns and sells residential and commercial real estate to developers. It also owns a mobile home park in Nueces County, Texas and a mini-storage facility in Harris County, Texas. La Bota filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-20376) on May 3, 2010. The Company estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities in its petition. Debtor-affiliate Laredo Rock Tech Sand & Gravel, L.P., mines, extracts and sells sand and gravel in Webb County, Texas. Laredo Rock filed a separate petition for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. S.D. Tex. Case No. 10-20377). In its petition, the Debtors disclosed assets of $1,244,770 and debts of $1,501,506. The cases are jointly administered under Case No. 10-23076. Wayne Kitchens, Esq., Steven Shurn, Esq., and Simon Mayer, Esq., at Hughes Watters and Askanase, in Houston, represents the Debtors as counsel. LA DODGERS: Owner Mulls Bankruptcy, White & Case Lawyer Says ------------------------------------------------------------ Thomas Lauria, Esq., at White & Case LLP, told The Deal's Katie Roof in an interview that Los Angeles Dodgers owner Frank McCourt is considering a bankruptcy filing for the baseball club. "There's a rumor on the street that McCourt is actively considering putting the team into bankruptcy to try to re-grab control," Mr. Lauria said. Mr. Lauria advised the investor group that acquired the Texas Rangers in a bankruptcy-sanctioned auction last year. Mr. Lauria told Ms. Roof the Rangers case set a precedent. He said, "Just because baseball says these are the guys we want to own the team doesn't necessarily mean that in bankruptcy they will be the guys who own the team. That question still remains to be decided." As widely reported, former Dodgers star Orel Hershiser is teaming up with Steve Garvey to purchase the team if it goes on sale. Mr. Hershiser was the 1988 World Series MVP. Major League Baseball appointed Tom Schieffer to act as a trustee overseeing the Dodgers' finances in April amid Mr. McCourt's ongoing divorce proceedings. Attorneys for Mr. McCourt and his former wife Jamie McCourt are currently in settlement talks. ESPN the Magazine's Molly Knight reported Mr. McCourt was able to meet the team's latest payroll on June 15 with cash advances drawn from the team's corporate sponsors, but it's not known whether he will be able to make payroll again June 30. Ramona Shelburne at ESPNLosAngeles.com said should Mr. McCourt fail to make payroll, the league would cover it for him and likely seize the team formally. LADY FOREST: Eileen N. Shaffer OK'd to Represent Ch. 7 Trustee -------------------------------------------------------------- The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized J. Stephen Smith, the Chapter 7 trustee in the case of Lady Forest Farms, Inc., to retain Eileen N. Shaffer, as his counsel. Ms. Shaffer will advise the trustee in the administration of the estate, to attend hearings, question the Debtor and various witnesses, prepare petitions and orders, and determine the priority of creditors. As reported in the Troubled Company Reporter on June 15, 2011, the Court approved the Debtor's request to convert its Chapter 11 bankruptcy case to Chapter 7 liquidation. The best of the trustee's knowledge, Ms. Shaffer is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Chapter 7 trustee has also obtained approval to hire Stephen Smith & Company, P.C., as his certified public accountant to perform accounting services as may become necessary to finalize matters pertaining to the bankruptcy estate. About Lady Forest Forest, Mississippi-based Lady Forest Farms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 11- 01259) on April 5, 2011. Affiliate Forest Packing Company filed a separate Chapter 11 petition (Bankr. S.D. Miss. Case No. 11-00627) on Feb. 21, 2011. The Debtors won approval to hire Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, as bankruptcy counsel. Lady Farms estimated its assets and debts at $10 million to $50 million. LAKE PLEASANT: U.S. Trustee Unable to Form Committee ---------------------------------------------------- The United States 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 Lake Pleasant Group, LLP, have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. Phoenix, Ariz.-based Lake Pleasant Group, LLP, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate DLGC II, LLC (Bankr. D. Ariz. Case No. 11-10174) filed a separate Chapter 11 petition on April 13, 2011. LAKOTA CANYON: Taps George Mason to Handle Reorganization Case -------------------------------------------------------------- The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized Lakota Canyon Ranch Development, LLC, to employ George Mason Oliver and Oliver & Friesen, PLLC, to represent it throughout the Chapter 11 proceeding. To the best of the Debtor's knowledge, George Mason is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Lakota Canyon Lakota Canyon Ranch Development, LLC, based in Wilmington, North Carolina, develops real property throughout Colorado and manages a residential condominium and golf course. It goes by other names like Lakota Investment Company, LLC; Lakota Canyon Ranch Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse Village, LLC. The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-03739) on May 13, 2011. Judge Randy D. Doub presides over the case. Kathy Webb has been assigned as Case Manager. The Company disclosed $34,406,128 in assets and $23,001,184 in liabilities. LAKOTA CANYON: Bank Succeeds in Moving Case Venue to Colorado ------------------------------------------------------------- Bankruptcy Judge Randy D. Doub of the U.S. Bankruptcy Court for the Eastern District of North Carolina transferred the venue of Lakota Canyon Ranch Development, LLC's Chapter 11 bankruptcy case to the U.S. Bankruptcy Court for the District of Colorado, at the behest of Alpine Bank. The Bankruptcy Administrator supports the venue transfer. According to Judge Doub, it is undisputed that the Debtor's principal assets are located in Colorado. The Debtor's schedules list multiple pieces of real property with the total current value listed at $34,037,043. The properties consist of a golf course, multiple single family properties, a recreation center, development parcels and a duplex, all of which are located in Colorado. The Debtor's schedules list $369,085.43 in personal property all of which is located in Colorado with the exception of one BB&T bank account with deposits of $15,584.12. Moreover, the Debtor does not generate revenues in North Carolina. The Debtor's payroll and expenses are paid in Colorado. Alpine Bank -- the largest secured creditor of the Debtor with a claim totaling $20,015,730 -- is located in Aspen, Colorado. A copy of Judge Doub's June 21, 2011 Order is available at http://is.gd/mQL6ivfrom Leagle.com. About Lakota Canyon Lakota Canyon Ranch Development, LLC, based in Wilmington, North Carolina, develops real property throughout Colorado and manages a residential condominium and golf course. It goes by other names like Lakota Investment Company, LLC; Lakota Canyon Ranch Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse Village, LLC. The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-03739) on May 13, 2011. Judge Randy D. Doub presides over the case. George Mason Oliver and Oliver & Friesen, PLLC, represents the Debtor in its restructuring effort. Kathy Webb has been assigned as Case Manager. The Company disclosed $34,406,128 in total assets and $23,001,184 in total debts in its schedules. LANDMAR DEVELOPERS: City to Consider $3.5 Mil. Settlement Deal -------------------------------------------------------------- Jeff Schmucker at the Tampa Tribune's Hernando Today reports that the Brooksville, Florida city council will consider a $3.5 million legal settlement stemming from the failed Southern Hills Plantation project. Council members will review a settlement contract with insurance companies and others following discussions in March and April to a lawsuit filed over unpaid performance bonds. Landmar Developers, which entered into a development agreement with the city in 2003 to perform improvements to Southern Hills Plantation, filed for Chapter 11 bankruptcy in 2008 and stalled the project. The city foreclosed on the development agreements that year and officials filed a lawsuit in 2010 against Traveler's Casualty and Surety Company and Chubb Group Insurance Companies. Duke Energy Corporation -- the guarantor on the bonds -- was also included in the litigation. If approved, the settlement money would have to be paid to the city in 10 days. LAZY DAYS: Buys Arizona RV Site, Fires 50 Workers ------------------------------------------------- Richard Mullins at Tampa Tribune reports that the Lazydays RV has purchased a major RV site in Arizona and plans to open that Western outpost by autumn. Lazydays officials paid $9.5 million to purchase the 86-acre Beaudry RV compound in Tucson, Ariz. The operation had fallen into receivership amid the economic downturn. The deal is happening as the company decided to lay off workers in Tampa. Lazydays on Tuesday laid off 50 workers in Tampa, primarily in the service area, leaving the company with just over 500 employees. About Lazy Days' R.V. Lazydays(R) -- http://www.BetterLazydays.com/-- was founded in 1976 with two travel trailers and $500. Today, the company's focus on unparalleled customer service has made Lazydays the largest single-site RV dealership in North America. Lazy Days' was acquired by Bruckmann Rosser Sherrill & Co. II LP in May 2004 in a $217 million transaction. The company has one mobile home and recreational vehicle sales and service center on 126 acres near Tampa, Florida. Lazy Days' R.V. Center Inc. filed for Chapter 11 on November 5 (Bankr. D. Del. Case No. 09-13911). The Company's legal advisor is Kirkland & Ellis LLP and its financial advisor is Macquarie Capital (USA) Inc. Lazy Days' RV Center Inc. completed its financial restructuring and Wayzata Investment Partners LLC became majority and controlling shareholder of the company in December 2009. LBJ LAKEFRONT: Consents to Dismissal of Chapter 11 Case ------------------------------------------------------- In response to the U.S. Trustee motion to dismiss case, LBJ Lakefront Inc. declared that it does not oppose dismissal of the bankruptcy proceeding. However, certain matters need to be finalized before the case can be dismissed. Mark Curtis Taylor, Esq., at Hohmann, Taube & Summers, LLP, states that the Debtor has submitted a proposed Judgment in the LBJ Lakefront v. Barker Roofing adversary proceeding, which needs to be entered prior to dismissal. Additionally, the Debtor's counsel will be filing its Final Fee Application no later than June 1, 2011. The Debtor's counsel requests the Fee Application Order be entered prior to dismissal of the case. About LBJ Lakefront Inc. Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case No. 10-10023). Mark Curtis Taylor, Esq., at Hohmann, Taube & Summers, LLP, assists the Company in its restructuring effort. The Company disclosed $23,421,603 in assets and $19,470,787 in liabilities as of the Chapter 11 filing. No trustee nor creditors' committee has been appointed in the case. LE-NATURE'S: Former Executive Changes Fraud Plea to Guilty ---------------------------------------------------------- Dow Jones' DBR Small Cap reports that the former chief executive of Le-Nature's Inc., a defunct Pennsylvania soft-drink maker, pleaded guilty Monday in federal court to three criminal counts stemming from an alleged $806 million bank fraud. LIQUIDATION WORLD: Big Lots to Purchase Outstanding Shares ---------------------------------------------------------- Liquidation World Inc. has announced that they have entered into a definitive agreement pursuant to which Big Lots, Inc., will acquire, by way of a court-approved plan of arrangement, all of the outstanding common shares of the Company on the basis of $0.06 in cash for each common share of the Company. On closing, Big Lots would also satisfy all of the outstanding funded indebtedness of the Company, including such indebtedness owing to the Company's senior lenders, senior noteholders and junior noteholders. The Special Committee of the board of directors of the Company recommended that the board of directors of the Company approve the Offer. RBC Capital Markets has provided guidance to the board recommending the Offer. The board of directors of the Company unanimously resolved to recommend to the holders of the Company's shares that they vote FOR the Offer. In determining to recommend the transaction to the shareholders of the Company, the board of directors considered a number of factors including the operational results and the financial position of the Company. In addition, the directors, senior officers and certain other shareholders of the Company have entered into support agreements with Big Lots, pursuant to which they have irrevocably agreed to vote their shares FOR the Offer. The aggregate number of shares of the Company subject to support agreements represent approximately 40% of the outstanding common shares of the Company. Further, affiliates of two of the Company's insiders will be providing financial support to the Company's senior lending facility. The Offer will be carried out by way of a statutory plan of arrangement pursuant to the Business Corporations Act (Alberta) and must be approved by the Alberta courts and the affirmative vote of two-thirds of Company's shareholders present in person or by proxy at a special meeting of security holders to be called and held to consider the Offer. The completion of the Offer is subject to customary closing conditions. The Offer is expected to close by July 31, 2011, subject to and shortly after receipt of shareholder and court approvals. If the transaction is not completed by July 31, 2011, each party has a termination right. In addition, in certain circumstances under which the transaction is not completed, the Company is to pay Big Lots a break fee or its expenses. About Liquidation World Liquidation World (TSX:LQW) liquidates consumer merchandise through 92 stores in Canada. The Company solves asset recovery problems in a professional manner for the financial services industry, insurance companies, manufacturers, wholesalers and other organizations. Liquidation World is based in Brantford, Ontario. The Company opened its first store in Calgary, Alberta in 1986 and today, with more than 1,200 employees, is Canada's largest operator of closeout retail stores. * * * Furniture Today says Liquidation World recently reported that its sales in its fiscal second quarter, ended April 3, were down 21% from a year earlier to C$30 million. For the year to date, sales of $73.4 million were down about 10% from C$82 million in the first half of 2010. According to Furniture Today, the Company recorded a net loss of C$14 million or 47 cents per share, compared with a net loss of C$2.9 million or 18 cents per share a year earlier. For the first half, the loss was C$20 million, compared with C$2.2 million for the comparable period of 2010. Gross margins fell from 37.4% in the second quarter of fiscal 2010 to 13.6% this year, the report notes. Liquidation World also said it was in breach of certain loan covenants, prompting the search for a buyer, Furniture Today adds. LINDEN PONDS: Creditor Seeks to Slow Down Plan, Opposes Financing ----------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Sovereign Bank is looking to slow down Linden Ponds Inc.'s plan process, saying the company is embarking on its case with "lightening speed." DBR Small Cap relates that Sovereign Bank, the secured creditor that refused to support Linden Ponds Inc.'s prepackaged restructuring plan, is now taking aim at the retirement community's bankruptcy financing proposal, saying the loan is "heavily tainted" by the plan deal. Tim McLaughlin at Boston Business Journal reports that Linden Ponds' prepackaged plan would reduce the community's debt and preserve the rights and services currently enjoyed by tenants. About Linden Ponds Linden Ponds is a 108-acre retirement community located in Hingham, Mass. It has 988 independent living units (with an occupancy rate of 87.9%) and 132 skilled nursing beds (68% occupancy rate). Hingham Campus LLC, along with affiliate Linden Ponds Inc., the owners and operators of the Linden Ponds, filed a pre-negotiated Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on June 15. Hingham Campus estimated assets and debts of $100 million to $500 million. Debt includes $156.4 million owing on bonds issued by the Massachusetts Development Finance Agency, with Wells Fargo Bank, National Association, as the bond trustee. Paul Rundell, plan administrator of Senior Living Retirement Communities, LLC, formerly known as Erickson Retirement Communities, LLC, signed the Chapter 11 petitions. Erickson Retirement Communities LLC, parent of Hingham, previously sought bankruptcy protection (Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009. Erickson, the owner of 20 senior living facilities, won approval of its reorganization plan in April 2010. The plan provided for a sale to Redwood Capital, the highest bidder at the auction in December 2009. Redwood won the auction with an all-cash bid of $365 million. Redwood is providing $6 million in a postpetition revolving credit facility for Hingham Campus' Chapter 11 case. The DIP financing will mature on Nov. 8, 2011. The DIP financing requires a joint hearing on the Disclosure Statement and the Plan within 120 days of the Petition Date. LYONDELL CHEMICAL: Workers Urge Court to Hear $10M Racism Suit -------------------------------------------------------------- Rachel Slajda at Bankruptcy Law360 reports that two African- American employees of a Lyondell Chemical Co. affiliate asked a New York bankruptcy judge Friday to allow their $10 million discrimination claims against Lyondell to proceed even though they missed several key deadlines. Law360 says Scotty Miller and Frederick Royster filed proofs of claim in March 2010, eight months after the deadline to do so. Lyondell, which emerged from Chapter 11 bankruptcy in April, has fought the claims on the grounds that they were filed late. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the USUS$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MACCO PROPERTIES: U.S. Trustee Objects to Hiring of Pinkerton ------------------------------------------------------------- Richard A. Weiland, the U.S. Trustee for Region 20, objects to the retention of Laurence L. Pinkerton of Pinkerton & Finn, P.C., as special litigation counsel for Macco Properties, Inc., because Pinkerton has not disclosed all his connections to the Debtor and other parties-in-interest. Pinkerton currently represents Lew McGinnis, the president of Debtor, in state court litigation. Pinkerton also currently represents Debtor and some of its related entities. Mr. Weiland states that the nature, extent, and connection of Pinkerton's representation of Lew McGinnis, the Debtor and its related entities must be disclosed. In addition, any claims and counterclaims of the Debtor with and between Lew McGinnis and any other of Debtor's related entities must be disclosed. About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10- 16682) on Nov. 2, 2010. G. Rudy Hiersche, Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City, Oklahoma. MACCO PROPERTIES: Agrees to Lift Stay To Settle Litigation ---------------------------------------------------------- Cobblestone Apartments of Tulsa, LLC, and the Larry D. and Jeanette A. Jamison Family Trust and Macco Properties, Inc., ask the U.S. Bankruptcy Court for the Western District of Oklahoma to approve a settlement agreement to settle a lawsuit in the Tulsa County District Court, Case No. CJ-2009-1548. On May 9, 2011, the jury trial against the Debtor and other defendants commenced but the jury was unable to reach a verdict. As a result, the parties entered into an agreement to settle the State Court Proceeding. The settlement provides: a. The parties agreed to continue the matter until a hearing on June 20, 2011, for the entry of a judgment against the Debtor and the defendant, SEP Cobblestone Apartments, LLC, in the sum of $400,000. The defendants could satisfy the judgment by paying $300,000 on or June 20, 2011. b. In the event the settlement payment was not paid on or before June 20, 2011, the $400,000 would be entered in the State Court Proceeding and would constitute an unsecured claim in this bankruptcy proceeding. c. Any of the Defendants could satisfy the outstanding judgment amount of $400,000 prior to July 19, 2011. d. In the event the Defendants did not satisfy such judgment on or before July 19, 2011, a separate judgment would be entered in the State Court Proceeding against Lew S. McGinnis and Jennifer Price, jointly and severally, for $300,000. About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10- 16682) on Nov. 2, 2010. G. Rudy Hiersche, Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City, Oklahoma. MADISON HOTEL: Apartment Has $6.3 Million in Debts -------------------------------------------------- Chey Scott at Spokane Journal of Business reports that Madison Hotel Apartments LLC, owner of a downtown Spokane apartment building, disclosed liabilities of $6.7 million and assets of $6.3 million. Data from the filing and from the Washington Secretary of State Corporation Divisions' website show that the limited- liability company is owned by Ann M. Wyman of Spokane. Madison Hotel Apartments, LLC, filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 11-01441) on March 24, 2011. Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, in Spokane, Washington, serves as counsel to the Debtor. MAJESTIC CAPITAL: Court Approves Michelman as Special Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court in Poughkeepsie, New York, authorized Majestic Capital Ltd. to hire Michelman & Robinson as special counsel. Headquartered in Poughkeepsie, New York City, Majestic Capital, Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011. Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case Nos. 11-36221 - 11-36234) on April 29, 2011. Bankruptcy Judge Cecelia G. Morris presides over the case. Thomas Genova, Esq., at Genova & Malin, Attorneys represents the Debtors in their restructuring effort. Murphy & King, P.C. serves as the Debtors' co-counsel. The Debtors tapped Michelman & Robinson, LLP, as special counsel, and Day Seckler, LLP, as accountants and financial advisors. The Debtor disclosed $436,191,000 in assets and $421,757,000 in liabilities as of Dec. 31, 2010. MAJESTIC TOWERS: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Majestic Towers, Inc., filed with the U.S. Bankruptcy Court for he Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $6,000,000 B. Personal Property $1,685,411 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $384,353 F. Creditors Holding Unsecured Non-priority Claims $8,853,111 ----------- ----------- TOTAL $7,685,411 $9,237,464 About Majestic Towers, Inc. Los Angeles, California-based, Majestic Towers, Inc., filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on April 28, 2011. Bankruptcy Judge Sheri Bluebond presides the case. Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at Sulmeyerkupetz, A Professional Corporation, in Los Angeles, California, serve as the Debtor's counsel. MAJESTIC TOWERS: To Pay Critical Vendor Claims and Union Benefits ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Majestic Towers, Inc., et al., to pay claims of critical trade vendors and providers of union benefits. The Debtors are authorized to pay, up to a maximum of $11,725 per employee (including any amounts paid pursuant to prior orders authorizing payment of priority claims). Los Angeles, California-based, Majestic Towers, Inc., filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on April 28, 2011. Bankruptcy Judge Sheri Bluebond presides the case. Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at Sulmeyerkupetz, A Professional Corporation, in Los Angeles, California, serve as the Debtor's counsel. The Debtor disclosed $7,685,411 in assets and $9,237,464 in liabilities as of the Chapter 11 filing. MBIA INC: BofA, UBS Ask NY's Highest Court to Reinstate Lawsuit --------------------------------------------------------------- American Bankruptcy Institute reports that New York's highest court was asked by Bank of America Corp., UBS AG and other institutions to reinstate their lawsuit claiming that MBIA Inc.'s 2009 restructuring was intended to defraud policyholders. Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) -- http://www.mbia.com/-- provides financial guarantee insurance, investment management services, and municipal and other services to public finance and structured finance clients on a global basis. MEDCORP INC: Chapter 11 Filing Stays Sale to NY Equity Fund ----------------------------------------------------------- Medcorp, Inc., filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 11-33239) on June 10, 2011, estimating assets and debts of up to $50,000. Affiliate Medcorp E.M.S. South, LLC (Bankr. N.D. Ohio Case No. 11-33256) and Stickney Avenue Investment Properties LLC, also filed. Sheena Harrison at the Toledo Blade reports that MedCorp Inc., filed for Chapter 11 protection in U.S. Bankruptcy Court in Toledo, halting the pending sale of the ambulance company to a New York City equity fund. The owner and co-founder of MedCorp Inc., filed Chapter 11 papers the same day the sale was ordered by Lucas County Common Pleas Court Judge Gary Cook. Judge Cook, who is presiding over a MedCorp receivership case that began in August, put the case on hold pending the outcome of bankruptcy proceedings. Judge Richard Speer is presiding over the bankruptcy cases. John McHugh III, an attorney for Mr. Bage, said his client filed for Chapter 11 to "preserve the company and protect the jobs of all the employees. He decided to move forward with this because there is intrinsic value in MedCorp, which was being ignored by the sale," Mr. McHugh said. The report says the stay puts a freeze on the sale of MedCorp to Enhanced Equity Fund LP of New York, which bid $5.3 million in cash to buy the firm. Mr. Bage bid $5.5 million in cash to buy the company. But Judge Cook disqualified the offer last week, in part because Mr. Bage did not provide proof he had financing to back the offer and had not submitted $1 million in earnest money, as required under bid rules. The Toledo Blade says Christopher Garcia, managing partner of Enhanced Equity, said his firm is represented in the MedCorp bankruptcy case. He is concerned how the proceedings could affect the financial health of MedCorp. Judge Speer has ordered a trustee to be appointed for MedCorp. Receiver Mark Uhrich of Hillyer Group LLC said Friday the receivership of MedCorp will be terminated once the trustee is designated. MEDICAL CARD: S&P Puts 'B' Counterparty Rating on Watch Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' counterparty credit rating on San Juan, Puerto Rico-based Medical Card System Inc. on CreditWatch with negative implications. "We also placed our 'BB' counterparty credit and financial strength ratings on MCS' operating companies -- MCS Advantage Inc., MCS Life Insurance Co., and MCS Health Management Options Inc. -- on CreditWatch negative," S&P said. "The CreditWatch placement follows the company's announcement that it is having difficulty paying providers under the 'Mi Salud' (Medicaid) program because of a high volume of recent claims," said Standard & Poor's credit analyst Neal Freedman. "If this increase in claims volume results in significantly lower earnings or liquidity, we could lower the ratings by one or more notches." The company is currently working with the State Health Insurance Administration (ASES, for its Spanish acronym) to obtain any money owed and is in the process of negotiating rates and benefits with ASES for the next contract period, which commences on July 1, 2011. S&P will continue to communicate with MCS as well as follow developments in the company's negotiations with ASES. MERUELO MADDUX: Judge Denies BNP's Bid to Recast Vote for Plan -------------------------------------------------------------- Hilary Russ at Bankruptcy Law360 reports that a California federal judge on Tuesday shot down a request by BNP Paribas VPG Brookline CRE LLC, a secured creditor in the bankruptcy of Meruelo Maddux Properties Inc., to take back its support for the debtor's reorganization plan. Law360 relates that BNP had sought to rescind its vote in favor of the plan, saying 11th-hour modifications - made after the bank had already cast its ballot - would hurt its ability to receive payment on at least $10 million it is owed on loans. About Meruelo Maddux Meruelo Maddux and its affiliates filed for Chapter 11 protection (Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009. John N. Tedford, IV, Esq., and Enid M. Colson, Esq., at Danning Gill, Diamond & Kollitz, LLP, in Los Angeles, represent the Debtors in their restructuring effort. The Debtors' financial condition as of Dec. 31, 2008, showed $681,769,000 in assets and $342,022,000 of debts. FTI Consulting, Inc., serves as the Debtors' financial advisors, Ernst & Young as independent auditors and tax advisors, DLA Piper LLP (US) as special securities and litigation counsel, and Waldron & Associates, Inc. as real estate appraiser. The U.S. Trustee has appointed an official committee of unsecured creditors and a separate official shareholders' committee in the case. SulmeyerKupetz, APC, serves as the Creditors Committee's counsel and Kibel Green, Inc., as its financial advisor. The equity committee has sought to retain Ron Orr & Professionals, Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel Green, Inc. as its financial advisor. The Debtors; Legendary Investors Group No. 1, LLC, and East West Bank; and Charlestown Capital Advisors, LLC and Hartland Asset Management Corporation have proposed rival reorganization plans in the case. In mid-January 2011, the Debtors struck a deal with the Legendary Group to drop the group's competing plan. The Debtors have hired Kurtzman Carson Consultants as solicitation and balloting agent. Legendary Investors Group No. 1, LLC, is represented in the case by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at The Soni Law Firm. East West Bank is represented by Curtis C. Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and Elmer Dean Martin III, Esq. Charlestown Capital Advisors, LLC and Hartland Asset Management Corporation are represented in the case by Christopher E. Prince, Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at Lesnick Prince LLP. MGM RESORTS: Issues $300 Million of $4.25% Conv. Senior Notes ------------------------------------------------------------- MGM Resorts International issued $300 million in aggregate principal amount of its 4.25% Convertible Senior Notes due 2015 under an indenture dated as of June 17, 2011, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee. The Notes were sold only to an accredited investor pursuant to an exemption from the Securities Act of 1933, as amended. The Notes, and shares of the Company's common stock issuable upon conversion of the Notes, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A copy of the Indenture is available for free at http://is.gd/FHTUWG The Notes will pay interest semi-annually at a rate of 4.25% per annum and mature on April 15, 2015. The Notes will be convertible into shares of common stock at an initial conversion rate of 53.8307 shares of Common Stock per $1,000 principal amount of the Notes, representing an initial conversion price of approximately $18.58 per share of Common Stock. The initial conversion rate is subject to adjustment under certain circumstances. The Notes will be convertible into shares of Common Stock at any time prior to the close of business on the third scheduled trading day immediately preceding the maturity date of the Notes. Holders of the Notes may require the Company to purchase all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, in cash, upon the occurrence of certain fundamental changes involving the Company. In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any of the Notes converted in connection with such fundamental change by a specified number of shares of Common Stock. The Notes are the Company's senior unsecured obligations, guaranteed by substantially all of the Company's wholly-owned domestic subsidiaries, which also guarantee the Company's other senior indebtedness, and equal in right of payment with, or senior to, all existing or future unsecured indebtedness of the Company and each subsidiary guarantor. About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company's balance sheet at March 31, 2011, showed $18.76 billion in total assets, $15.84 billion in total liabilities and $2.92 billion in total stockholders' equity. The Company reported a net loss of $1.44 billion on $6.01 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.29 billion on $5.97 billion of revenue during the prior year. * * * As reported by the Troubled Company Reporter on Oct. 18, 2010, Standard & Poor's Ratings Services revised its rating outlook on MGM Resorts to stable from developing. At the same time, S&P affirmed all of its existing ratings on MGM, including the 'CCC+' corporate credit rating. The 'CCC+' corporate credit rating reflects MGM's significant debt burden, S&P's expectation for meaningful declines in cash flow generation in 2010, and the company's weak liquidity position. While MGM maintains a leading presence on the Las Vegas Strip, 2010 will be another challenging year for the Strip, and prospects for a meaningful rebound in 2011 are uncertain. The recent pricing of the primary offering of common stock has bolstered liquidity; however, the company's ability to weather the current downturn and continue to service its debt obligations over the longer term relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation. The TCR also reported that Fitch Ratings revised the Rating Outlook for MGM Resorts to Positive following the company's equity issuance. In addition, Fitch affirmed the Issuer Default Rating at 'CCC'. MGM's 'CCC' IDR continues to reflect a credit profile with substantial credit risk. MGM's probability of default still displays a high sensitivity to an uninterrupted recovery in the Las Vegas market, significant reliance on a favorable refinancing and capital markets environment due to its heavy debt maturity schedule, a highly leveraged balance sheet despite potential debt reduction from the equity issuance, and a weak near-term free cash profile. In addition, MGM's obligation under the CityCenter completion guarantee continues to escalate, and Fitch believes the company is currently under-investing in its properties, which will likely impact asset quality. As reported by the TCR on March 4, 2011, Moody's upgraded MGM Resorts International's Corporate Family rating to B3 and its Probability of Default rating to Caa1. The upgrade reflects signs of modest improvement in demand trends in Las Vegas, debt repayment during 2010 from the proceeds of equity issuances, and completion of a new multi-year financing package for CityCenter (MGM's 50% owned project on the Las Vegas Strip.) MICHAEL HANSON: Three Tucson Hotels in Chapter 11 ------------------------------------------------- Dale Quinn at Arizona Daily Star reports that the companies owning Hampton Inn & Suites, TownePlace Suites by Marriott Tucson and La Posada Lodge & Casitas in Tucson, Arizona, each filed for Chapter 11 bankruptcy protection. The three hotels, called the Hanson portfolio, were scheduled for an online auction at www.Auction.com early this month. The bankruptcy filing stayed the auction. Michael J. Hanson is listed as a general partner in each of the three hotels' bankruptcy filings. Hampton Inn's filing, under a company called Saunders Hotels LLC, lists $9.7 million in liabilities and $5.2 million in assets; TownePlace Suites, under a company called Saunders Rudasill Hotel LLC, reported $6.9 million in liabilities and $5.5 million in assets; and La Posada, filed under a company named Trails End Lodge LLC, shows $3.9 million in liabilities and $1.9 million in assets. Saunders Hotels, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 11-16203) on June 3, 2011. Affiliates Saunders Rudasill Hotel, LLC (Case No. 11-16202) and Trails End Lodge, LLC (Case No. 11-16190) simultaneously sought bankruptcy protection. Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Arizona, serves as counsel to the Debtors. MIKE CARTER: Has $24.8 Million in Liabilities --------------------------------------------- Michael Braga at the Herald-Tribune reports that Mike Carter Construction Inc. including Mike and Jaymie Carter has $21.975 million in assets, and $24.839 million in liabilities. The Carters reported total revenues of $12.14 million for 2009. Based in Bradenton, Florida, Mike Carter Construction Inc. filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.10- 26156) on Oct. 29, 2010. Judge Catherine Peek McEwen presides over the case. Richard C. Prosser, Esq., at Stichter, Riedel, Blain & Prosser PA, represents the Debtor. MULLER PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Muller Properties, LLC a California Limited Liability Company 341 Magnolia Avenue, Suite 201 Corona, CA 92879 Bankruptcy Case No.: 11-30128 Chapter 11 Petition Date: June 20, 2011 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Scott C. Clarkson Debtor's Counsel: Robert P. Goe, Esq. GOE & FORSYTHE, LLP 18101 Von Karman, Ste 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: kmurphy@goeforlaw.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 Jeffery Muller, managing member. NEW HOPE: Owes $101,700 to Wakefield Capital -------------------------------------------- James Haggerty at the Scranton Times Tribune reports that Scranton-based New Hope Personal Care Homes Inc., which filed for Chapter 11 bankruptcy, said it owes more than $338,000 to its largest 20 unsecured creditors, including $101,724 to Wakefield Capital, a firm in Chevy Chase, Md., that invests in health care- related real estate. Other large unsecured creditors include UGI Gas, a Delaware-based natural gas utility, which is owed $62,049; UGI Electric, a Delaware-based electric utility, which is owed $48,531, and PPL, an Allentown-based electric utility, which is owed $46,806. Scranton-based New Hope Personal Care Homes Inc. operates two facilities providing residential care for senior citizens. New Hope operates Pennswood Manor Assisted Living Community on Cedar Avenue in Scranton and Mountainside Manor in Dallas. New Hope Personal Care Homes, Inc., formerly New Hope Home Health Care, Inc., doing business as Pennswood Manor, doing business as Mountainside Manor (Bankr. M.D. Pa. Case No. 11-04036) on June 1, 2011. The Debtor estimated assets and liabilities of $500,000 to $1 million. NEWCARDIO INC: To Periodically Rotate the Position of Chairman -------------------------------------------------------------- In connection with an ongoing review of its corporate governance practices, the board of directors of NewCardio, Inc., has determined to periodically rotate the position of Chairman of the Board. On June 17, 2011, Dr. Patrick Maguire, a member of the Board, assumed the role of Chairman, a position that has been held since March 2008 by Dr. Mark Kroll. Dr. Kroll will continue to serve as a member of the Board. About NewCardio Inc. Santa Clara, Calif.-based NewCardio, Inc., is a cardiac diagnostic and services company developing and marketing proprietary software platform technologies to provide higher accuracy to, and increase the value of, the standard 12-lead electrocardiogram, or ECG. The Company's balance sheet at March 31, 2011, showed $1.64 million in total assets, $6.07 million in total liabilities, and a stockholders' deficit of $4.43 million. The Company reported a net loss of $11.5 million on $257,399 of revenue for 2010, compared with a net loss of $9.6 million on no revenue for 2009. As reported in the TCR on April 5, 2011, RBSM LLP, in New York, expressed substantial doubt about NewCardio's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant losses. NO FEAR RETAIL: Aims to Toss Int'l Licensing Deal Ahead of Sale --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that as the owner of the No Fear apparel brand gears up for a fast-track sale, it's looking to shed a "burdensome" licensing agreement so a buyer has exclusive rights to the No Fear name abroad. About No Fear Retail Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 11-02896) on Feb. 24, 2011. David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. Tiffany L. Carroll, the Acting U.S. Trustee for Region 15, appointed three creditors to serve on an Official Committee of Unsecured Creditors of No Fear MX, Inc. NO FEAR RETAIL: Has Until Sept. 22 to Decide on Unexpired Leases ---------------------------------------------------------------- At No Fear Retail Stores, Inc. and its debtor affiliates' request, Judge Margaret M. Mann of the U.S. Bankruptcy Court for the Southern District of New York extended the period by which they must assume or reject unexpired nonresidential real property leases from June 24, 2011 to Sept. 22, 2011. The Debtors conduct nearly all of their retail sales out of 41 retail stores located in traditional shopping malls across seven states. NFRS is a party to these leases relating to those retail stores, a schedule of which is available for free at: http://bankrupt.com/misc/NoFear_RetailStoreLeases.pdf The Debtors have also rejected 12 leases relating to retail stores. In addition, the Debtors lease their corporate headquarters and warehouse space in Carlsbad, California pursuant to a lease between Debtor Simo Holdings, Inc. and Cobra-Blackmore. David S. Kupetz, Esq., at SulmeyerKupetz, in Los Angeles, California, asserted that the Debtors' unexpired nonresidential real property leases may be essential to the debtors' continuing business operations. Given that the Debtors have just recently commenced negotiations with their lessors toward the modification of those leases and, that the Debtors continue to explore their reorganization options, they need additional time to determine whether to assume or reject them, he pointed out. Mr. Kupetz assured the Court that the Debtors remain current on their obligations coming due postpetition under each lease. Parties Stipulate Before entry of the order, landlords affiliated with General Growth Properties, Inc. filed an objection to the Debtors' request. To resolve the objection, the Debtors and the General Growth Landlords agree that the Debtors' request to extend the deadline to assume or reject the lease relating to store no. 69 for premises at Rogue Valley Mall, in Medford, Oregon is withdrawn. However, the parties are negotiating a new license agreement relating to that property, which will be subject to Court approval. The parties further agree that the deadline for the Debtors to assume or reject unexpired nonresidential property leases with the General Growth Landlords will be extended to the earlier of (i) September 22, 2011, or (ii) the date of confirmation of any plan of reorganization in these Chapter 11 cases. The Debtors also agree to pay all stub rent amounts to the General Growth Landlords immediately. About No Fear Retail Carlsbad, California-based No Fear Retail Stores, Inc., is a retailer of action, sports, and casual youth lifestyle apparel and accessories, targeting young adults and teens. It operates 41 retail locations in California, Oregon, Arizona, Florida, Nevada, North Carolina, and Texas. No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 11-02896) on Feb. 24, 2011. David S. Kupetz, Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the Debtor's bankruptcy counsel. The Debtor tapped Jones Day as special intellectual property counsel; Avant Advisory Group's George Blanco as chief restructuring officer, and Venturi & Company LLC, as financial advisors. The Debtor estimated disclosed $31,648,063 in assets and $12,552,985 in liabilities as of the Chapter 11 filing. Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897) and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898) filed separate Chapter 11 petitions on Feb. 24, 2011. Tiffany L. Carroll, the Acting U.S. Trustee for Region 15, appointed three creditors to serve on an Official Committee of Unsecured Creditors of No Fear MX, Inc. BDO USA LLP serves as financial advisor to provide financial advisory services to the Committee. NORA'S WINE: Restaurant, in Ch. 11, Escapes Eviction ---------------------------------------------------- Nora's Wine Bar And Osteria, L.L.C., filed a Chapter 11 petition (Bankr. D. Nev. Case No. 11-17428) on May 13, 2011. Laura Emerson at Las Vegas Review-Journal reports that Nora's Wine Bar & Osteria sought Chapter 11 protection so its landlord Peccole Nevada couldn't evict the restaurant from its space at 1031 S. Rampart Blvd. According to the report, owner Marcello Mauro said Nora's business has dropped 30 percent from the past year, and the recent opening of Tivoli Village about a mile north on Rampart Boulevard is luring away customers in a market already whittled down by the recession. Ms. Emerson notes Nora's is now paying its vendors cash on delivery and any long-term debt is placed on a temporary hold to give the restaurant breathing room. Mr. Mauro also hopes to negotiate a better deal with their landlord. NORD RESOURCES: Four Directors Elected at Annual Meeting -------------------------------------------------------- An Annual General Meeting of Shareholders of Nord Resources Corporation was held on June 16, 2011. A total of 83,563,850 registered shares (58.43% of 112,117,627 registered shares outstanding and entitled to vote as of April 28, 2011, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the AGM. The Shareholders elected four directors, namely: (1) Ronald A. Hirsch, (2) Stephen D. Seymour, (3) Douglas P. Hamilton and (4) John F. Cook. The amendment to the Company's Amended Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 was approved. The Shareholders ratified the selection of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2011. About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore on February 1, 2009. Nedbank, the Company's senior lender, has declined to extend the forbearance agreement with respect to the scheduled principal and interest payment in the approximate amount of $2,150,000 that was due on March 31, 2010 under the Company's $25,000,000 secured term-loan credit facility with Nedbank. Nedbank Capital has also declined to extend the forbearance agreement regarding the Company's failure to make the payment of $697,869 due on April 6, 2010 under the Copper Hedge Agreement between the parties. Both forbearance agreements expired at midnight on May 13, 2010. The Company is now in default of its obligations under the Credit Agreement and the Copper Hedge Agreement with Nedbank. On June 2, 2010, Nord Resources appointed FTI Consulting to advise on refinancing structures and strategic alternatives. The Company reported a net loss of $21.20 million on $28.64 million of net sales for the year ended Dec. 31, 2010, compared with net income of $392,438 on $19.91 million of net sales during the prior year. The Company's balance sheet at March 31, 2011, showed $60.92 million in total assets, $60.98 million in total liabilities and a $56,548 total stockholders' deficit. As reported by the TCR on April 4, 2011, Mayer Hoffman McCann P.C., in Phoenix, Arizona, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted as of Dec. 31, 2010, and 2009, the Company reported a deficit in net working capital of $39,929,666 and $7,652,818, respectively. The Company's significant historical operating losses, lack of liquidity, and inability to make the requisite principal and interest payments due under the terms of the Company's credit agreement with its senior lender raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. NORIT HOLDING: S&P Assigns Preliminary 'B+' Corp. Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B+' corporate credit rating to Norit Holding B.V. The outlook is stable. "At the same time, we assigned our preliminary 'BB-' issue ratings and preliminary '2' recovery ratings to the company's proposed $50 million revolving credit facility and its $230 million and EUR75 million in first-lien senior secured term loans. The preliminary '2' recovery ratings indicate our expectation for substantial recovery (70%-90%) in the event of a payment default. We also assigned our preliminary 'B-' issue rating and preliminary '6' recovery rating to wholly owned subsidiary Norit Americas Holding Inc.'s proposed $110 million second-lien term loan. The preliminary '6' recovery rating indicates our expectation for negligible recovery (0%-10%) in the event of a payment default. All ratings are based on preliminary terms and conditions. We expect Norit to use proceeds of $450 million from the transaction to mainly fund $412 million in distribution to its private equity owners," S&P said. The preliminary ratings on Norit reflect the company's fair business risk profile, including Norit's leading positions in a value-added global niche for activated carbon, offset by a highly leveraged financial profile including very aggressive financial policies. "Pro forma for the transaction, we expect credit metrics to be consistent with a highly leveraged financial profile, with the ratio of funds from operations to total adjusted debt in the 10% to 12% range for 2011," said Standard & Poor's credit analyst Paul Kurias. "We adjust debt to include the present value of operating leases, asset retirement liabilities, and pay-in-kind preference capital. While we consider preference capital debt-like in our calculations we recognize the flexibility afforded to the company by the absence of mandated cash interest payments and by the lack of scheduled near-dated maturities. "Still," said Mr. Kurias, "even with these benefits, we do not believe the company will be in a position to generate meaningful surplus free cash flow to pay down debt, given a relatively large discretionary growth-related capital spending program. Over the next several years, growth spending is likely to obscure the inherent low capital intensity of the business, which we view favorably over the longer term. We expect management will approach this growth prudently, addressing market demand and raw procurement material issues to support the planned capital outlays so that leverage metrics remain within our range of expectations." The stable outlook reflects Standard & Poor's expectation that operating performance will remain strong in 2011 as volumes in some end markets strengthen. "We also expect the company to be proactive in terms of pricing so that the prospect of inflationary raw material prices does not contribute to a dampening of margins," S&P said. NORTEL NETWORKS: Patents to Give Buyer Boost Against Rivals ----------------------------------------------------------- Jacqueline Bell at Bankruptcy Law360 reports that attorneys said they might not face scrutiny by U.S. antitrust regulators, but whoever emerges as the winning bidder of Nortel Networks Corp.'s massive patent portfolio at an impending auction will have a formidable weapon to wield against competitors. Nortel's enviable patent portfolio of approximately 6,000 U.S. and foreign patents, and patent applications for wireless, data networking and semiconductor technology is apparently sought by several companies with deep pockets, Google Inc. and Apple Inc. among them, according to Law360. 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: Judge OKs Retirement, Disability Groups -------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Kevin Gross on Tuesday approved the appointment of two separate committees to represent the interests of retirees and disabled employees of Nortel Networks Inc. as the defunct telecom prepares to modify, or potentially terminate, their benefit plans. Judge Gross signed off on the debtors' request to appoint the retiree committee, and ordered that the long-term disabled employees form their own, rebuffing concerns about the cost and efficiency of two distinct groups raised by the official committee of unsecured creditors, according to Law360. 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. NORTH PARK TERRACE: Court Rules on Amount of One West Bank Claim ---------------------------------------------------------------- Bankruptcy Judge Dennis Michael Lynn referred to Schedule D (Creditors Holding Secured Claims) filed by North Park Terrace Apartments V, Ltd., to determine the amounts of One West Bank, FSB's claims. There is no dispute respecting the Debtor's liability to OWB or OWB's secured status. The parties' dispute is limited to the amount of OWB's claims. The parties' differences as to amount, in turn, depend on (1) whether certain payments by the Debtor were not credited to the Debtor's accounts by OWB and (2) the validity of certain charges made by the bank for legal fees, appraisals, environmental inspections, foreclosure fees, late fees, title fees and demand fees. According to Judge Lynn, OWB has the burden of proof as to the amount of its claims but it has not satisfied that burden. Rather the weight of the evidence supports the conclusion that OWB's claims are not allowable in the amounts they reflect. The Debtor's schedule D lists OWB's claims as: Collateral Claim Amount ---------- ------------ Capital Center I $1,496,854 Capital Center II $1,467,177 Plaza de las Flores $1,356,545 Sagebrush Texas Office $877,164 Sagebrush Office Park $2,264,157 Courtyard at Timarron $2,398,739 According to Judge Lynn, to the extent OWB is oversecured, it will be entitled to post petition interest and fees as permitted by 11 U.S.C. Sec. 506(b). To the extent it is undersecured OWB will have unsecured claims. Judge Lynn's findings and conclusions will be incorporated by reference in the Court's findings and conclusions with respect to confirmation of the Debtor's plan of reorganization. The first day of the hearing on confirmation of the Debtor's plan was held May 18, 2011. A copy of Judge Lynn's June 20, 2011 Memorandum Ruling is available at http://is.gd/boCpEzfrom Leagle.com About North Park Terrace Apartments V North Park Terrace Apartments V, Ltd., filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 10-45828). NUANCE COMMS: Moody's Upgrades CFR to 'Ba2'; Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded Nuance Communications Inc.'s corporate family and probability of default ratings to Ba2 from Ba3, the secured debt to Ba1 from Ba2. Moody's also assigned Ba1 ratings to the proposed amended and extended term loan and revolving credit facilities. The ratings outlook is stable. The upgrade reflects Nuance's continued progress in its evolution to a large broad based voice recognition and imaging company, successful integration of numerous acquisitions and Moody's expectation that while acquisitive, Nuance will continue to sustain leverage under 3.5x on a pro forma basis. RATINGS RATIONALE Nuance is on track to pass $1.3 billion in revenue in the fiscal year ended Sept 2011 (pro forma for acquisitions), having grown the company from $232 million of revenues in fiscal 2005 through a combination of organic growth and acquisitions. Though rapid growth through acquisitions resulted in muted GAAP profitability over this period due to purchase accounting adjustments and transaction related expenses and restructuring costs (GAAP EBIT margins typically in the mid single digits), the company has been able to generate impressive free cash flow margins (as defined by free cash flow to revenue) often exceeding 20%. Nuance's Ba2 corporate family rating reflects the company's leading positions within the voice recognition industry, strong growth profile of the company and industry and strong cash flow generating capabilities. The ratings remain tempered by the company's acquisition appetite as it attempts to further build-out its portfolio of speech recognition applications and services. The ratings contemplate that the company will continue to use a mix of cash, debt and stock to finance acquisitions while keeping debt to EBITDA at or below 3.5x on a pro forma basis. Given Nuance's acquisition appetite and the competitive pressures in the rapidly evolving voice recognition industry, a ratings upgrade is unlikely in the near to medium term. Ratings could face downward pressure, if pro forma leverage exceeds 4x on a sustained basis or if Nuance or is unable to continue to demonstrate effectiveness in integrating future acquisitions. The ratings could also be pressured downwards if Nuance's free cash flow metrics fall materially from current levels. These ratings were upgraded: -- Corporate family rating: to Ba2 from Ba3 -- Probability of default: to Ba2 from Ba3 -- Senior secured revolving credit facility due 2012 to Ba1, LGD (34%) from Ba2, LGD3 (34%) -- Senior secured term loan facilities due 2013 to Ba1, LGD3 (34%) from Ba2, LGD3 (34%) The ratings on the revolving credit facility due 2012 will be withdrawn if the entire facility is extended. These ratings were assigned: -- Amended and extended senior secured revolver due 2015, Ba1, LGD3 (34%) -- Amended and extended senior secured term loan due 2016, Ba1, LGD3 (34%) The principal methodology used in rating Nuance was Moody's Global Software Methodology, published in May 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA, published June 2009. Nuance Communications, Inc., headquartered in Burlington, MA, is a leading provider of speech and imaging solutions for business and consumers. The company had revenues of $1.2 billion for the twelve months ended March 31, 2011. NURSERYMEN'S EXCHANGE: Taps Saqui Law to Handle Labor Dispute ------------------------------------------------------------- The Hon. Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California authorized Nurserymen's Exchange, Inc, to employ THE SAQUI LAW GROUP 4120 Douglas Boulevard, Suite 306-402 Granite Bay, CA 95746 as special labor counsel. The Debtor related that in July 2010, the United Farm Workers began an aggressive effort to organize the Debtor under the provisions of the Agricultural Labor Relations Act. As legal counsel for Debtor since the inception of this particular matter in July 2010, Mr. Saqui has been involved with each and every aspect of the multitude of complex legal issues involved in this case, which include but are not limited to the calculations of peak methodology well as procedural matters of first impression before the Agricultural Labor Relations Board. Mr. Saqui has directed and overseen the entire legal strategy advanced by the Debtor in the dispute. The Debtor is authorized to pay TSLG a postpetition retainer in the amount of $75,000. The Debtor said that at as of petition date, there was an outstanding obligation to labor counsel of approximately $46,000. The hourly rates of TSLG's personnel are: Mr. Saqui $450 Senior Associates $350 To the best of the Debtor's knowledge, TSLG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Nurserymen's Exchange Founded in 1941 as a San Francisco bulb brokerage business, and currently based in Half Moon Bay in the San Francisco Bay Area, Nurserymen's Exchange Inc. is a producer, broker and wholesaler of home decor products incorporating indoor blooming plants, specialty foliage, holiday grow kits, and potted edibles. Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 11-31985) in San Francisco, California, on May 23, 2011. Stephen D. Finestone, Esq., in San Francisco, serves as counsel to the Debtor. Omni Management Group, LLC, is the claims and notice agent. C&A, Inc., serves as financial advisor. The Debtor disclosed $34,755,036 in assets and $24,772,945 in liabilities in its schedules. An official committee of unsecured creditors has been appointed in the case. The panel has tapped lawyers at Landau Gottfried & Berger LLP as counsel. Katten Muchin & Rosenmann, LLP, as its special counsel. Chelliah & Associates as its restructuring and turnaround consultants and advisors. FocalPoint Securities, LLC, as investment banker and financial advisor. Calegari & Morri as accountant. The Abernathy MacGregor Group, Inc., as its corporate communications consultant. OLSEN AGRICULTURAL: Creditors Committee Hires Lane Powell --------------------------------------------------------- The General Unsecured Creditors Committee in the bankruptcy case of Olsen Agricultural Enterprises LLC seeks authority to retain Lane Powell PC as its legal counsel. Prior to its selection by the Committee, Lane Powell had appeared in the Debtor's case for creditor Oregon Vineyard Supply Co. and had attended the initial hearing held to consider interim use of cash collateral and other first day motions on OVS's behalf. The firm's professionals who are designed to work on the case and their hourly rates are: Name Status Hourly Rate ---- ------ ----------- Mary Jo Heston Shareholder $485 Clifford Spencer Shareholder $340 Brian Kiolbasa Associate $285 Annie Norby Paralegal $190 Diana Barker Paralegal $175 To the best knowledge of the Committee, Lane Powell is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code and does not represent or hold any interest adverse to the interest of the Debtor's estate or of any class of creditors or equity security holders. The firm may be reached at: Mary JO Heston, Esq. LANE POWELL PC 1420 Fifth Avenue, Suite 4100 Seattle, WA 98101-2338 Tel: 206-223-7000 Fax: 206-223-7107 E-mail: hestonm@lanepowell.com campbelld@lanepowell.com docketingsea@lanepowell.com About Olsen Agricultural Enterprises Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC operates an agricultural enterprise on roughly 7,762 acres of owned and leased land located in Benton, Linn and Polk Counties. Its business is comprised principally of three divisions: (a) Olsen Seed Company, which produces and sells a variety of grass seed and grains on 5,934 acres; (b) Olsen Agriculture, which grows and sells peppermint, nursery stock, squash, hazelnuts and blueberries on 1,334 acres; and (c) Olsen Family Vineyards, which grows a variety of grapes on 494 acres and produces and sells quality wines under the "Viridian" label as well as private labels. Olsen Agricultural Enterprises is the surviving entity of a merger transaction that was consummated on June 1, 2011. In the merger transaction, Olsen Agricultural Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon limited liability company and The Olsen Farms Family Limited Partnership were merged with and into Olsen Agricultural Enterprises. Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy (Bankr. D. Ore. Case No. 11-62723) on June 1, 2011. Judge Frank R. Alley III presides over the case. Greene & Markley, P.C., acts as the Debtor's bankruptcy counsel. Clyde A. Hamstreet & Associates, LLC, serves as the Debtor's restructuring consultant and financial advisor. An official committee of unsecured creditors has been appointed in the case. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Robin G. Olsen, operations director. For the fiscal year ended December 31, 2010, OAC reported total revenues of $6,428,880 and a net loss of ($5,791,310). At the time of the merger, on a consolidated basis, the books and records of OAC, JOLC and OVC reflected assets totaling $29.8 million and liabilities totaling $37.2 million. The fair market value of the Debtor's assets, on a going concern basis, is roughly $50 million. OLSEN AGRICULTURAL: Rabo Objects to Continuing Cash Use ------------------------------------------------------- Olsen Agricultural Enterprises LLC's major lender, Rabo Agrifinance, Inc., did not dispute the Debtor's interim use of cash collateral to temporarily pay expenses associated with operation of the Debtor's business. However, Rabo is opposed to the continued use of cash collateral because it is not adequately protected from the continued use of its cash to fund a Debtor that will admittedly lose money over the remainder of this year. Rabo also said it has no objection to another lender providing funds to the Debtor and taking a second lien on the Debtor's property or being allowed a priority administrative expense claim. However, it is opposed to a proposed loan from Bacchus Capital, L.P., saying that loan grants Bacchus a lien superior to Rabo's security interest in the Debtor's property without providing Rabo adequate protection. Rabo further objects to the Bacchus loan because it will fund an operation which will lose money. Earlier this month, Olsen Agricultural Enterprises won interim authority to use cash collateral to fund its operations while in Chapter 11 bankruptcy. The Debtor has warned that absent authority to use cash collateral, it will have to curtail or terminate its business operations to the detriment of all parties interest. The Debtor said these creditors have or may claim to have an interest in the Debtor's existing cash collateral or in the Debtor's accounts, payment intangibles, farm products or inventory that will be collected or sold by the Debtor postpetition in the ordinary course of business: (1) Rabo Agrifinance, Inc.; (2) BFS International, LLC; (3) United States of America, acting by and through the Internal Revenue Service; (4) Ledeboer Seed, LLC; and (5) Callisons, Inc. d/b/a Callisons and Sons. Rabo has a blanket security interest in and trust deed liens on essentially all of the Debtor's assets, pursuant to a security agreement dated Feb. 19, 2008, and later dated deeds of trust, to secure a line of credit loan in the approximate amount of $15,580,000. BFS has a security interest in the Debtor's accounts and payment intangibles, pursuant to an assignment and security agreement dated Jan. 19, 2009, to secure a claim of $21,134.58 or less. The IRS, which has a statutory lien on all of the Debtor's personal property, pursuant to federal tax lien notices filed with the Oregon Secretary of State on Jan. 8, 2010 and on Jan. 14, 2011, to secure 941 tax claims in the total approximate amount of $122,000. Ledeboer has a security interest in certain of the Debtor's grass seed and in all accounts and general intangibles that arose out of a sale or other disposition of such grass seed, pursuant to a security agreement dated Jan. 4, 2011, to secure a claim of $20,000. Callisons has (i) a security interest in the Debtor's 2011 peppermint crops, pursuant to a crop production loan and security agreement dated Feb. __, 2011, to secure a claim of $425,432, and (ii) a statutory agricultural services lien on the Debtor's 2011 peppermint crops, pursuant to an ASL-1 lien notice filed with the Oregon Secretary of State on May 19, 2011, to secure a claim of $308,559.43. Pursuant to the Interim Cash Collateral Order, as adequate protection for the Debtor's use of cash collateral, (a) the Secured Creditors are granted replacement liens on the Debtor's postpetition personal property, and (b) to the extent a Replacement Lien proves to be inadequate to protect against any diminution in the value of a Secured Creditor's interest in the Debtor's prepetition property resulting from the Debtor's postpetition use of cash collateral, the affected Secured Creditor will be entitled to an allowed administrative expense claim under section 503(b) of the Bankruptcy Code that will have superpriority as provided in section 507(b) and will be secured by an additional perfected lien on all property of the estate, other than claims and causes of action of the estate arising under Chapter 5 of the Bankruptcy Code. The Debtor has prepared a 31-week budget forecast through Dec. 26, 2011. The Debtor expects $4 million in total receipts during the period, including those from DIP financing, equipment sales and land sales. The Debtor expects disbursements to total $2.7 million during the period. Attorneys for Rabo Agrifinance, Inc. Dean Gisvold, Esq. Barry Groce, Esq. James Ray Streinz, Esq. MCEWEN GISVOLD LLP 1100 SW 6th Ave., Ste. 1600 Portland, OR 97204 Telephone: (503) 412-3512 E-mail: deang@mcewengisvold.com barryg@mcewengisvold.com) rays@mcewengisvold.com Attorney for BFS International is: David E. Grein, Esq. PARSONS FARNELL & GREIN 1030 SW Morrison St. Portland, OR 97205 E-mail: dgrein@pfglaw.com Ledeboer Seed is represented by: Hunter B. Emerick, Esq. SAALFELD GRIGGS PC PO Box 470 Salem, OR 97308 E-mail: hemerick@sglaw.com I.P. Callisons and Sons is represented by: Charles C. Robinson, Esq. GARVEY SCHUBERT BARER 1191 Second Ave., 18th Floor Seattle, WA 98101-2939 E-mail: crobinson@gsblaw.com About Olsen Agricultural Enterprises Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC operates an agricultural enterprise on roughly 7,762 acres of owned and leased land located in Benton, Linn and Polk Counties. Its business is comprised principally of three divisions: (a) Olsen Seed Company, which produces and sells a variety of grass seed and grains on 5,934 acres; (b) Olsen Agriculture, which grows and sells peppermint, nursery stock, squash, hazelnuts and blueberries on 1,334 acres; and (c) Olsen Family Vineyards, which grows a variety of grapes on 494 acres and produces and sells quality wines under the "Viridian" label as well as private labels. Olsen Agricultural Enterprises is the surviving entity of a merger transaction that was consummated on June 1, 2011. In the merger transaction, Olsen Agricultural Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon limited liability company and The Olsen Farms Family Limited Partnership were merged with and into Olsen Agricultural Enterprises. Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy (Bankr. D. Ore. Case No. 11-62723) on June 1, 2011. Judge Frank R. Alley III presides over the case. Greene & Markley, P.C., acts as the Debtor's bankruptcy counsel. Clyde A. Hamstreet & Associates, LLC, serves as the Debtor's restructuring consultant and financial advisor. An official committee of unsecured creditors has been appointed in the case. Lane Powell PC serves as the Committee's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Robin G. Olsen, operations director. For the fiscal year ended December 31, 2010, OAC reported total revenues of $6,428,880 and a net loss of ($5,791,310). At the time of the merger, on a consolidated basis, the books and records of OAC, JOLC and OVC reflected assets totaling $29.8 million and liabilities totaling $37.2 million. The fair market value of the Debtor's assets, on a going concern basis, is roughly $50 million. PETTUS PROPERTIES: To Present Plan for Confirmation July 13 ----------------------------------------------------------- The Hon. George R. Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina approved the adequacy of the disclosure statement explaining the Chapter 11 plan of reorganization filed by Pettus Properties Inc. Judge Hodges set July 5, 2011, as the last day for filing written acceptances or rejections of the Debtor's plan. A confirmation hearing is set for July 13, 2011, at 9:30 a.m. Objections, if any, are due July 5, 2011. The plan provides for the creation of four classes of claims. The classes and the treatment of creditors in these classes are: a) cost administration: creditors in this class will be paid on the effective date of the plan or in accordance with some other agreement that may be mutually agreed to by the Debtor and the creditor. b) VFC Partners 8 LLC: This claimant will be paid in full not later than July 31, 2011, in accordance with the settlement agreement under the disclosure statement. The source of the funds that will be used to pay this obligation will be either from the funds derived from the sale of real estate owned by Sterling or borrowing by Pettus entities other than the Debtor. However, as to any lots sold by the Debtor prior to payment in full to VFC or July 31, 2011, whichever is earlier, payments will be made to VFC from these sales in an amount equal to an amount that is 70% of the sale price of each lot that is sold. c) General Unsecured Creditors: These creditors will be paid in full with interest at the rate of 3.25% from the effective date of the plan. Payments to this class will be made in quarterly payments from the proceeds of lot sales in pro rata payments in amounts no less than set out under the disclosure statement. Quarterly payments will be equal to an amount that is 70% of the sale price of each lot that is sold. Payments to this class will commence on the 15th day of the month following the end of the first full calendar quarter after VFC has been paid in full. d) Equity Secured Holders: Equity security holders will retain their claims. However, no payment will be made on account of any claim of an equity security holder until all payments provided for all other classes in the plan have been paid in full. A full-text copy of the disclosure statement is available for free at http://bankrupt.com/misc/PETTUS_DS.pdf A full-text copy of the Chapter 11 plan of reorganization is available for free at http://bankrupt.com/misc/PETTUS_PLAN.pdf Charlotte, North Carolina-based Pettus Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 10- 31632) on June 8, 2010. The Company estimated its assets and debts at $10,000,001 to $50,000,000. PHILADELPHIA ORCHESTRA: Civic Leaders & Orgs. Pledge Funding ------------------------------------------------------------ The Philadelphia Orchestra disclosed that major funding pledges from the William Penn Foundation, Wyncote Foundation, Gerry Lenfest, the Neubauer Family Foundation, and members of the Board of The Philadelphia Orchestra Association. With $11.2 million in outright gifts and pledges and an additional $16.3 million pledged as challenge grants to inspire philanthropic support from our community, this initial funding signals an important vote of confidence in the plan being launched by the Orchestra. To fully meet these challenge grants - and to fund the first three years of its plan - The Philadelphia Orchestra must secure an additional $17.5 million in contributions by the close of 2011. This effort will take place concurrently with the Orchestra's Annual Fund campaign. The announcement of these leadership funding gifts and pledges comes two months after The Philadelphia Orchestra Association filed for reorganization in U.S. Bankruptcy Court and four weeks after the launch of "Listen with Your Heart" - an initiative aimed at inviting public support and growing ticket sales as well as fundraising for the Orchestra. The Philadelphia Orchestra is diligently working through the reorganization process to lay the foundation for long-term financial health and stability. "We are deeply grateful to the William Penn Foundation, Wyncote Foundation, Gerry Lenfest, the Neubauer Family Foundation, as well as members of our Board of Directors, for their extraordinary generosity toward The Philadelphia Orchestra," said Allison Vulgamore, president and chief executive officer of The Philadelphia Orchestra Association. "Their leadership and support within the philanthropic community is unparalleled and we are honored by their renewed belief in our ensemble's incomparable musical artistry as well as our plan to regain our long-term financial stability. These gifts provide significant momentum for our ongoing fundraising efforts. And as we turn our attention toward the future, we do so with confidence knowing that our plan to move The Philadelphia Orchestra forward with vision and purpose has the support of such outstanding civic leaders." In accordance with the protocol of the funders, specific details of these gifts, beyond the total of matching funds available, will not be released. As additional major gifts are secured throughout this fundraising effort, The Philadelphia Orchestra will provide updates to its patrons and the general public. "From the appointment of Yannick Nezet-Seguin as Music Director Designate and the $15.3 million Recovery Fund raised by our Board of Directors and our community in 2010, to the recent unveiling of the first phase of our strategic plan, we have taken important steps to secure a sound and exciting future - artistically and fiscally - for The Philadelphia Orchestra," said Ms. Vulgamore. "These newly announced gifts, pledges, and challenges not only bolster our confidence and drive our continued efforts to secure the renaissance of this beloved ensemble, but also demonstrate an exceptional commitment to the advancement of the Orchestra for today's audiences and for generations to come." About the Philadelphia Orchestra The Philadelphia Orchestra -- http://www.philorch.org/-- claims to be among the world's leading orchestras. Bloomberg News says the orchestra became the first major U.S. symphony to file for bankruptcy protection, surprising the music world. Previous conductors include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and Christoph Eschenbach (2003-08). Charles Dutoit is currently chief conductor, and Yannick Nezet-Seguin has assumed the title of music director designate until he takes up the baton as The Philadelphia Orchestra's next music director in 2012. The Philadelphia Orchestra Association, The Academy of Music of Philadelphia, Inc., and Encore Series, Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to 11-13100) on April 16, 2011. Judge Eric L. Frank presides over the case. The Philadelphia Orchestra Association is being advised by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal, its financial advisor. Curley, Hessinger & Johnsrud serves as its special counsel. In its petition, Philadelphia Orchestra estimated $10 million to $50 million in assets and debts. Encore Series, Inc., tapped EisnerAmper LLP as accountants and financial advisors. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' case. PJ FINANCE: Can Hire Ernst & Young as Independent Auditor --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized PJ Finance Company LLC, et al., to employ Ernst & Young LLP as independent auditor. EY LLP is expected to, among other things: -- assist the Debtors with the preparation of their statement of financial affairs and schedules of assets and liabilities; -- advise the management on the preparation and circulation of communications with creditors, and other constituents, including notices required under the U.S. Bankruptcy; and -- design and prepare a short term liquidity management/ cash flow template/tool that incorporates detailed sources and uses of cash and related budget to actual variance analysis. For restructuring services, EY LLP's hourly rates are: Partner/Principal $760 - $880 Senior Manager $720 Manager $600 Senior $440 Staff $200 - $280 To the best of the Debtors' knowledge, EY LLP is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Debtor also tapped Angell Palmer & dodge LLP as its local Delaware counsel, Kurtzman Carson Consultants, LLC, as its claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, represent the committee as lead counsel. Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). PJ Finance said it has a commitment for Gaia Real Estate Investments LLC to invest $42 million and serve as the foundation for a reorganization plan. POINT BLANK: Hearing on Rule 60(b) Motion Adjourned Until July 11 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved on June 1, 2011, the Second Stipulation Regarding Scheduling of Hearing and Deadlines Related to the Motion of Official Committee of Equity Security Holders Under FRCP 60(B) for Order (A) Vacating Interim and Final DIP Financing Orders and (B) Granting Related Relief, among (i) Point Blank Solutions, Inc., et al, (ii) the Official Committee of Unsecured Creditors, (iii) the Official Committee of Equity Security Holders, (iv) Privet Fund Management LLC, (v) Prescott Group Capital Management and (vi) Lonestar Capital Management. As stipulated, the following deadlines and dates will apply: 1. Response Deadline. The deadline to file a preliminary response to the Rule 60(b) Motion will be extended until July 1, 2011. 2. Hearing. The hearing to consider the Rule 60(b) Motion will be adjourned until July 11, 2011, at 2:00 p.m. Eastern Time. The Hearing will be a status conference of the Rule 60(b) Motion, with a date for an evidentiary hearing to be determined. 3. Discovery. There will be a stay of all discovery related to the Rule 60(b) Motion until the close of business on July 1, 2011. All parties reserve their respective rights and positions with respect to the timing of discovery and submission of proposed discovery scheduling orders. A copy of the order approving the Second Stipulation is available at http://bankrupt.com/misc/pointblank.order2ndstipulation.pdf On April 19, 2011, the reconstituted Point Blank Solutions' official committee of equity security holders filed with the Bankruptcy Court a motion for an order vacating the Debtors' interim and final DIP financing orders (Docket No. 912, 968). The official committee of equity security holders alleges that there are facts not disclosed to the court involving conflicts of interest and self-dealing, bad faith, breaches of fiduciary duty and abuse of the bankruptcy process by Privet Fund Management LLC and Prescott Group Capital Management, two former members of the Original Equity, that negotiated both the Replacement DIP Facility and First Plan Support Agreement for their individual pecuniary benefit while purporting to also represent the interests of equity security holders. Allegedly, the Replacement DIP Facility and the First PSAS "form the basis for three hedge DIP lenders exerting onerous leverage and seeking to extract tens of millions in potential litigation recoveries as a "bonus," above and beyond repayment of their Replacement DIP Facility." About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. POTOMAC TIMBER: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Potomac Timber Investments #3, LLC 7735 Old Georgetown Road, Suite 310 Bethesda, MD 20814 Bankruptcy Case No.: 11-22804 Chapter 11 Petition Date: June 20, 2011 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC 7910 Woodmont Ave., Suite 1103 Bethesda, MD 20814 Tel: (301) 881-8300 Fax: (301) 881-8350 E-mail: steveng@cohenbaldinger.com Scheduled Assets: $9,505,000 Scheduled Debts: $8,122,939 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb11-22804.pdf The petition was signed by H. Kenneth Fleishman, managing member of VANSCO Holding LLC. PRIMEDIA INC: S&P Assigns Preliminary 'B' Rating on $315MM Loans ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary issue- level and recovery ratings to Norcross, Ga.-based PRIMEDIA Inc.'s proposed $315 million senior secured credit facilities, consisting of a $40 million revolving credit facility due 2016 and a $275 million term loan B due 2018. "We assigned the loans a preliminary issue-level rating of 'B' (at the same level as the 'B' corporate credit rating on the company) with a preliminary recovery rating of '4', indicating our expectation of average recovery for lenders in the event of a payment default," S&P said. "We also removed the ratings from CreditWatch, where they were initially placed with developing implications on Jan. 12, 2011, and subsequently with negative implications on May 25, 2011. We affirmed the 'B' corporate credit rating on the company. The outlook is stable," S&P related. Private equity firm TGP Capital LP is acquiring PRIMEDIA for $525 million or $7.10 per share. The transaction will be financed with a $315 million senior credit facility and $303 million of equity provided by TGP Capital. "The 'B' corporate rating and stable outlook reflects our expectation that revenue will continue to decline in the mid- to high-single-digit percent area over the near term, as the apartment segment is still being pressured by reduced ad spending by landlords and lower effective rent levels in most markets," said Standard & Poor's credit analyst Chris Valentine. "We believe PRIMEDIA will maintain adequate liquidity and compliance with its financial covenants over the near term despite this pressure, partly due to reductions in operating expenses and restructuring efforts over the past 12-18 months. Still, we believe that operating performance will remain weak over the intermediate term." The stable rating outlook reflects PRIMEDIA's adequate near-term liquidity, despite operating weakness, and Standard & Poor's expectation that the company will maintain sufficient headroom against financial covenants over the intermediate term. ROCK & REPUBLIC: Court Rules on New Pacific Rodeo Claim ------------------------------------------------------- Bankruptcy Judge Sean H. Lane denied, in part, Rock & Republic Enterprises, Inc.'s objection to the claim of New Pacific Rodeo, LLC. The Objection seeks to expunge the New Pacific Claim or, in the alternative, estimate the New Pacific Claim at zero. The New Pacific Claim is based on a series of commercial real estate leases and related state court litigation. The Debtors argue that Rock & Republic Enterprises, Inc., one of the Debtors, had no obligation to begin making rental payments because landlord New Pacific failed to complete certain work on the leased premises. New Pacific counters that it completed all required work and that the failure of tenant R&R to pay rent constituted a breach of contract. New Pacific asserts that it is entitled to a claim under 11 U.S.C. section 502(b)(6)(B) for prepetition rent in the aggregate amount of $2,716,868.00. New Pacific asserts a claim for post-petition damages in the amount of $4,106,460.90. New Pacific asserts a claim for additional damages in the amount of $4,933,424.00 for a wide variety of other expenses. The Debtors' chapter 11 case is assigned to the Honorable Arthur J. Gonzalez. However, as of October 2010, all issues related to the Objection have been referred to Judge Lane. A copy of Judge Lane's June 20, 2011 Post-Trial Memorandum of Opinion is available at http://is.gd/B2pJORfrom Leagle.com. Counsel to New Pacific Rodeo, LLC, is: Charles Malaret, Esq. MORGAN LEWIS & BOCKIUS LLP 300 South Grand Ave, 22nd Fl. Los Angeles, CA 90071-3132 Tel: 213-612-7305 Fax: 213-612-2501 E-mail: cmalaret@morganlewis.com Special Litigation Counsel to Rock & Republic Enterprises are: Bruce A. Armstrong, Esq. Daniel L. Alexander, Esq. COLEMAN FROST LLP 429 Santa Monica Blvd., Suite 700 Santa Monica, CA 90401 Tel: 310-584-7746 Fax: 310-899-1016 About Rock & Republic Rock & Republic Enterprises, Inc., was a wholesale and retail apparel company specializing in an avant-garde and distinctive line of clothing. Rock & Republic Enterprises, Inc., and Triple R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 10-11728 and 10-11729) on April 1, 2010, represented by attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York. Manderson, Schaefer & McKinlay, LLP, was the Company's special corporate counsel. Rosen Seymour Shapss Martin & Company LLC served as the Debtors' Forensic Accountants. Donlin Recano served as claims and noticing agent. The Company estimated $50 million to $100 million in assets, and $10 million to $50 million in liabilities. The Official Committee of Unsecured Creditors was represented by Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll, Esq., at Perkins Coie LLP, as bankruptcy counsel. In December 2010, VF Corporation, Rock and Republic and The Official Committee of Unsecured Creditors executed an asset purchase agreement for VF to acquire the trademarks and intellectual property -- but not the business operations or retail stores -- of Rock and Republic. VF is a global leader in branded lifestyle apparel with more than 30 brands, including Wrangler(R), The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R), lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R), Red Kap(R), Reef(R), Riders(R)and Splendid(R). Subsequently, the Debtors, the Committee and VF proposed a plan of liquidation for Rock & Republic predicated upon the VF deal. VF agreed to purchase the Debtors' IP assets for $57 million. The inventory, stores and other assets that VF did not buy were transferred to a liquidating trust under the plan. On March 23, 2011, the Bankruptcy Court entered an order confirming the Amended Joint Consolidated Joint Chapter 11 Plan for Rock & Republic and Triple R. The Plan became effective on March 30 and David K. Gottlieb was appointed as the Liquidating Trust Administrator. SCI REAL ESTATE: Court Approves Haskell & White LLP as Accountant ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized SCI Real Estate Investments, LLC, and Secured California Investments, Inc. to employ Haskell & White LLP as their accountant. AS reported in the Troubled Company Reporter on May 12, 2011, Haskell & White will provide these services: -- preparation of Debtors' federal and California LLC and corporate income tax returns for the year ended December 31, 2010 for the Debtors; -- preparation of ongoing tax compliance for the Debtors, as necessary; -- audit of financial statements for certain related entities, as necessary; and -- tax and accounting consulting for the Debtors, as necessary. The Debtors provided Haskell with a postpetition retainer amounting $15,000 and agreed to pay the services at these hourly rates: Partners/Officers $425 Senior Managers $285 Managers $235 Senior Associates $170 Associates $135 Accounting Assistants $60 Brad A. Graves, a member of Haskell & White, assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About SCI Real Estate Investments 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. Haskell & White LLP as accountant. Kennerly, Lamishaw & Rossi LLP as special real estate counsel. The Debtor disclosed $55,431,222 in assets and $69,514,028 in liabilities as of the Chapter 11 filing. SEMCRUDE LP: Court Permits Oil Producers to Conduct Discovery ------------------------------------------------------------- Bankruptcy Judge Brendan Linehan Shannon set aside the motions for summary judgment filed by certain downstream purchasers of oil and gas from SemCrude L.P. involved in lawsuits filed by oil and gas producers. Judge Shannon adjourned the motions for summary judgment sine die and granted motions for a continuance filed by the Producers to allow for meaningful discovery in the case. In the summer leading up to SemGroup L.P.'s Petition Date, certain producers of oil and gas, Samson Resources Company, Titan Energy, Inc., Winstar Energy I, L.P., and Loren Gas, Inc., sold and delivered millions of dollars worth of oil and gas to the Debtors. The Debtors then sold or transferred some of that oil and gas to downstream purchasers. The Debtors did not pay for any of the oil and gas delivered in the seven weeks before the Petition Date. During the pendency of the Debtors' consolidated bankruptcy cases, various Producers have asserted their right to payment based upon theories of recovery grounded in statutory lien claims and trust rights, either in actions commenced in other federal or state courts that have been subsequently removed and transferred to the Bankruptcy Court, or via counterclaims in declaratory judgment actions initiated by Downstream Purchasers seeking declarations of the Court that the tender of their net settlement amounts into the Debtors' estate has released them of any further obligation to the Producers on account of the oil and gas received from the Debtors. Four motions for summary judgment were filed by J. Aron, BP Oil, ConocoPhillips, and Plains Marketing. The Producers, Samson, Titan, Winstar Energy and Loren Gas opposed the Motions for Summary Judgment and moved for a continuance. The Downstream Purchasers seek summary judgment that, as a matter of law, the Producers do not have any state law trust rights in the oil or gas sold to the Debtors, any statutory lien or security interest claims that may yield additional rights as against the Downstream Purchasers, any claims for conversion or unjust enrichment, or any remedies including disgorgement, damages, surrender, turnover, or an accounting. To the extent that the Producers have any statutory liens, however, the Downstream Purchasers argue that those claims are nonetheless derivative and subject to the contractual terms between the Downstream Purchasers and the Debtors. The Downstream Purchasers insist that the Debtors' confirmed plan of reorganization provided for the release of all claims against the Downstream Purchasers on account of the delivered oil and gas, and that all claimants may look only to the net settlement funds tendered by the Downstream Purchasers into the Debtors' estates. The Producers oppose the Motions for Summary Judgment on the ground that they are premature given the absence of meaningful discovery thus far. The Producers assert that they have valid security interests in the oil and gas delivered to the Debtors. A copy of Judge Shannon's June 20, 2011 opinion is available at http://is.gd/kZ8LZEfrom Leagle.com. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008. John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. served as the Debtors' claims agent. The Blackstone Group L.P. and A.P. Services LLC acted as the Debtors' financial advisors. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represented the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup LP won confirmation from the Bankruptcy Court of its Fourth Amended Plan of Reorganization on Oct. 28, 2008. The Plan, which distributed more than $2.5 billion in value to stakeholders, was declared effective on November 30, 2008. SIGNATURE STYLES: Wants Schedules Filing Deadline Moved to July 15 ------------------------------------------------------------------ Signature Styles LLC and Signature Styles Gift Cards LLC said they require more time to file their schedules of assets and liabilities and statements of financial affairs. The Debtors have asked the Court to move the filing deadline to July 15. Pursuant to 11 U.S.C. Sec. 521 and F.R.B.P. Rule 1007, the Debtors are required to file the schedules within 14 days after filing for bankruptcy. Under the Local Rules of Bankruptcy Practice and Procedure for the U.S. Bankruptcy Court for the District of Delaware, that deadline is 30 days after the petition date. The Debtors said they are in the process of reviewing and compiling relevant documentation. Given the complexity of their bankruptcy filing, their representatives are unable to assemble, prior to the petition date, all of the information necessary to complete the Schedules and Statements. About Signature Styles Signature Styles LLC, owner of the Spiegel catalog, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6, 2011, along with a deal to sell the business to affiliates of the current owners and lenders. New York-based Signature Styles, which filed for bankruptcy together with its affiliates, disclosed assets of $48.6 million and debt of $867.6 million. It purchased the Spiegel business for $21.7 million at a foreclosure sale in June 2009. Debt includes $37.2 million owing on a secured term loan and revolving credit. Unsecured debt totals $35.3 million, which include $9.8 million owing to trade suppliers and $23.2 million in customer obligations. The lenders and owners are funds affiliated with Patriarch Partners LLC. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, serves as counsel to the Debtor. Western Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. A fund affiliated with Patriarch Partners LLC has an agreement to buy the business in return for the assumption of specified debt, including $30 million owing on the term loan and revolving credit. The buyer also will honor some customer obligations. The stalking-horse purchase agreement requires approval of bidding procedures by July 7 and approval of a sale by Aug. 4. SIGNATURE STYLES: Taps Polsinelli Shughart as Bankruptcy Counsel ---------------------------------------------------------------- Signature Styles LLC and Signature Styles Gift Cards LLC seek Bankruptcy Court permission to employ Polsinelli Shughart PC as their general bankruptcy counsel. Polsinelli started rendering service to the Debtor before the petition date, providing bankruptcy advice and assisting in the preparation of requisite petitions, pleadings and others. Christopher A. Ward, Esq., a shareholder at the firm, attests that Polsinelli does not hold or represent any interest or connection adverse to the Debtors, their estates, their creditors, any other party in interest, or their attorneys or accountants. The firm is a "disinterested person" as defined in Sec. 101(14) of the Bankruptcy Code. Before the petition date, Polsinelli received $75,000 as an evergreen retainer from the Debtors. There is no other payment history between the Debtors and Polsinelli. The Debtors will pay Polsinelli for its services according to the firm's hourly rates: $250 to $500 per hour for shareholders; $175 to $325 per hour for associates and senior counsel; and $75 to $195 per hour for paraprofessionals. The primary professionals expected to represent the Debtors and their hourly rates are: Christopher A. Ward, Shareholder $425 per hour James E. Bird, Shareholder $425 per hour Justin K. Edelson, Associate $255 per hour Shanti M. Katona, Associate $255 per hour Lindsey M. Suprum, paralegal $185 per hour About Signature Styles Signature Styles LLC, owner of the Spiegel catalog, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6, 2011, along with a deal to sell the business to affiliates of the current owners and lenders. New York-based Signature Styles, which filed for bankruptcy together with its affiliates, disclosed assets of $48.6 million and debt of $867.6 million. It purchased the Spiegel business for $21.7 million at a foreclosure sale in June 2009. Debt includes $37.2 million owing on a secured term loan and revolving credit. Unsecured debt totals $35.3 million, which include $9.8 million owing to trade suppliers and $23.2 million in customer obligations. The lenders and owners are funds affiliated with Patriarch Partners LLC. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, serves as counsel to the Debtor. Western Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. A fund affiliated with Patriarch Partners LLC has an agreement to buy the business in return for the assumption of specified debt, including $30 million owing on the term loan and revolving credit. The buyer also will honor some customer obligations. The stalking-horse purchase agreement requires approval of bidding procedures by July 7 and approval of a sale by Aug. 4. SIGNATURE STYLES: Hires Canadian Bankruptcy Counsel --------------------------------------------------- Signature Styles LLC and Signature Styles Gift Cards LLC told the Bankruptcy Court in Wilmington, Delaware, they need to employ a Canadian counsel because one of their wholly subsidiary is based in Canada. Specifically, Signature Styles Canada Corp., a non- debtor, operates a call center in New Waterford, Nova Scotia. More than half of the Debtors' employees are, or were, employed in Nova Scotia and the Debtor's operations in Canada require competent Canadian counsel to navigate their bankruptcy proceedings. In this regard, the Debtor ask the Bankruptcy Court to approve their employment of Wickwire Holm, which has experience in cross- border reorganization cases and other debt restructurings. The firm began providing legal advice to the Debtors pre- bankruptcy. The firm worked with the Debtors' chief restructuring officer, Robert Angart, regarding the Canadian subsidiary and certain intercompany matters, including employment matters and business operations in Canada. Carl A. Holm, Q.C., attests that his firm does not hold or represent any interest or connection adverse to the Debtors, their estates, their creditors, any other party in interest, or their attorneys or accountants. The firm is a "disinterested person" as defined in Sec. 101(14) of the Bankruptcy Code. Mr. Holm charges C$425 per hour for his services. Before the petition date, the firm received a $20,000 retainer from the Debtor. The firm may be reached at: Carl A. Holm, Q.C. WICKWIRE HOLM 2100-1801 Hollis Halifax, NS B3J 3N4, Canada Tel: (902) 429-4111 E-mail: cholm@wickwireholm.com About Signature Styles Signature Styles LLC, owner of the Spiegel catalog, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6, 2011, along with a deal to sell the business to affiliates of the current owners and lenders. New York-based Signature Styles, which filed for bankruptcy together with its affiliates, disclosed assets of $48.6 million and debt of $867.6 million. It purchased the Spiegel business for $21.7 million at a foreclosure sale in June 2009. Debt includes $37.2 million owing on a secured term loan and revolving credit. Unsecured debt totals $35.3 million, which include $9.8 million owing to trade suppliers and $23.2 million in customer obligations. The lenders and owners are funds affiliated with Patriarch Partners LLC. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, serves as counsel to the Debtor. Western Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. A fund affiliated with Patriarch Partners LLC has an agreement to buy the business in return for the assumption of specified debt, including $30 million owing on the term loan and revolving credit. The buyer also will honor some customer obligations. The stalking-horse purchase agreement requires approval of bidding procedures by July 7 and approval of a sale by Aug. 4. SOUTHLAKE AVIATION: Can Reach Deal Outside Bankr., Case Dismissed ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas dismissed the Chapter 11 case of Southlake Aviation, LLC. As reported in the Troubled Company Reporter on May 18, 2011, the Debtor determined that Gulfstream Aerospace Gulfstream V is secured in Savannah, Georgia and that no reorganization is necessary. Additionally, the Debtor also believed it can reach an agreement with VFS Financing Inc. regarding the G-V outside of bankruptcy. The G-V is not cross-collateralized as against the other estate assets, which were not in default at the time of the Petition Date. On April 11, Regions Equipment Finance Corporation sent the guarantors of its obligations, but not the Debtor, a notice of non-monetary default. Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it leases out for private use. Southlake Aviation filed for Chapter 11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case No. 11-32035). Linda S. LaRue, Esq., and Michael J. Quilling, Esq., at Quilling, Selander, Cummiskey & Lownds, served as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts at $50 million to $100 million. ST CHARLES: ARC Shopping Acquires Publix-Anchored Shopping Center ----------------------------------------------------------------- ARC Shopping Center REIT Inc. has acquired the St. Charles Plaza, a 65,000-square-foot shopping center located in Haines City, Florida for approximately $10.1 million. The shopping center is anchored by Publix Supermarket, which occupies 45,600 square feet on a long-term lease through October 2027. Other tenants include Verizon Wireless, Crispers, Publix Liquor and Hair Cuttery. The St. Charles Plaza was constructed in 2007 and is located in the Lakeland metropolitan statistical area between Tampa and Orlando. The shopping center is situated at the well-trafficked intersection of Holly Hill Road and US Route 27 in a densely populated area that has experienced over five percent annualized population growth during the last 10 years. Presently, the St. Charles Plaza is 98.2 percent occupied with minimal projected tenant turnover expected within the next five years. The Company was able to successfully acquire this property on favorable terms through a bankruptcy auction. "We are pleased to acquire the St. Charles Plaza," said Mark Addy, Chief Operating Officer for Phillips Edison -- ARC Shopping Center REIT Inc. "This acquisition is consistent with our business strategy to acquire grocery-anchored shopping centers located in infill and growing markets. We believe this purchase delivers the key elements of our business plan: a stable and growing income stream anchored by the area's dominant grocer and located in a highly trafficked area. And because we were able to buy this asset for what we believe is a great price and finance it using debt with attractive terms, this transaction will be accretive to shareholder value." Publix is the dominant grocer in the geographic area maintaining a 40.2 percent market share, with the St. Charles Plaza location experiencing strong sales growth over the last three years. The shopping center provides a stable rental stream with 75.6 percent of the gross rents coming from Publix and other national and regional retailers. About Phillips Edison Phillips Edison -- ARC Shopping Center REIT Inc. invests primarily in necessity-based neighborhood and community shopping centers throughout the United States with a focus on well-located grocery- anchored shopping centers. It is the first public, non-traded investment vehicle to allow retail investors to capitalize on the growing market segment of grocery-anchored retail centers. The REIT is sponsored by Phillips Edison founders Jeffrey Edison and Michael Phillips, who along with an experienced management team that averages 20 years in the industry and 10 years with the company, have invested more than $1.8 billion to build a nationwide portfolio of 250 neighborhood shopping centers in 35 states. The REIT is also sponsored by American Realty Capital, a real estate finance and investment firm. STRATUS MEDIA: Jerry Rubinstein Elected to Board of Directors ------------------------------------------------------------- Stratus Media Group, Inc.'s board of directors elected Jerry Rubinstein to fill a vacancy on the board effective May 24, 2011. Mr. Rubinstein will also chair the Company's Audit Committee. Mr. Rubinstein has received a grant of 450,000 restricted shares of the Company's common stock as a member of the board of directors and an additional 450,000 restricted shares of the Company's common stock as Chairman of the Audit Committee, all of which vest annually over a three-year period commencing May 1, 2011. Mr. Rubinstein will also receive annual cash compensation of $50,000 as a director and an additional $100,000 as chair of the Audit Committee. About Stratus Media Santa Barbara, Calif.-based Stratus Media Group, Inc., is an owner, operator and marketer of live sports and entertainment events. Subject to the availability of capital, the Company intends to aggregate a large number of complementary live sports and entertainment events across North America and internationally. As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin, LLP, in Encino, California, expressed substantial doubt about Stratus Media Group's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and has negative cash flow from operations. The Company reported a net loss of $8.41 million on $40,189 of revenues for 2010, compared with a net loss of $3.40 million on $0 revenue for 2009. The Company's balance sheet at March 31, 2011, showed $5.44 million in total assets, $6.17 million in total liabilities, and $722,895 in total shareholders' equity. TEXAS HILL: Gets Court Approval to Sell Real Property Assets ------------------------------------------------------------ The Hon James M. Marlar of the U.S. Bankruptcy Court for the District of Arizona authorized Edward Burr, the Chapter 11 Trustee of Texas Hill Diamante Colling LLC and its debtor-affiliate, Texas Hill Enterprises GP, to sell its remaining real property assets free and clear of all liens, claims and encumbrances. On May 28, 2010, the Court entered its order authorizing the Debtors to retain Southwest Land Associates LLC as the Debtors' real estate broker to market and attempt to sell certain real property assets of the Debtors. Pursuant to the agreement between the Debtors and Southwest Land, as approved by the Court, Southwest Land is to be compensated on a commission basis as follows: a) 3% of the selling price or exchange value of property, plus any state sales taxes applicable to such commission, if the property is sold to a buyer exclusively introduced by Southwest Land and if Southwest Land is the sole broker; b) 2.5% of the selling price or exchange value of property, plus any state sales taxes applicable to such commission, if the property is sold to any other buyer and if Southwest Land is the sole broker; or c) 5% of the selling price or exchange value of property, plus any state sales taxes applicable to such commission, if the property is sold and co-brokered with another brokerage firm. The authorized the Trustee to sell: a) Parcel 8, consisting generally of approximately 79.745 gross acres of vacant land and identified by the assessor's tax parcel no. 207-12-004C; b) Parcel 9, consisting generally of approximately 80 gross acres of vacant land and identified by the assessor's tax parcel no. 207-13-002A; c) the Headquarters Land and Buildings, consisting generally of 40 acres of WMIDD Cropland, the Debtors' headquarters building and two residences owned by the Debtors, identified by the assessor's tax parcel no. 207-40-006, 207-40-010, and 207-40-012, including any and all current and historic water rights and irrigation rights associated with the property either vested in the property itself or those water rights as historically provided to the property by the Welton- Mohawk Irrigation and Drainage District; d) Camp IV, consisting generally of approximately 6.22 gross acres of labor camp and vacant land and identified by the assessor's tax parcel nos. 207-35-005 and 207-35-015; and e) the Section 26 Parcel, consisting generally of approximately 45.54 gross acres of vacant land and identified by the assessor's tax parcel no. 207-42-004. According to the Debtors, Rabo Agrifinance Inc., Rabobank NA and Farm Credit Southwest PCA have consented to the auction and to the sale of certain parcel free and clear of their liens. Rabo Agrifinance holds a second position lien on Parcel 8 and Parcel 9 securing a claim in the amount of $4,375,377. Farm Credit Services holds a first position lien on the Headquarters Land and Buildings, and a third position lien on Parcel 8 and Parcel 9, as well as a perfected lien in other property of the bankruptcy estates of the Debtors, securing a claim in the amount of approximately $5,021,546. Rabo Agrifinance holds a first position lien on, among other property of the bankruptcy estate of the Debtors, Parcel 8 and Parcel 9, securing a claim in the amount of approximately $2,114,493. About Texas Hill Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr. D. Ariz. Case No. 10-11121). Daniel P. Collins, Esq., and Allysse M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie, represents the Company in its restructuring effort. The Company disclosed $15,382,990 in assets and $14,041,190 in liabilities. Edward Burr is the appointed Chapter 11 trustee in the Debtors' cases. Mr. Burr is represented Philip R. Rudd at Polsinelli Shughart PC. Sierra Consulting Group, LLC serves as the financial advisor to the Chapter 11 trustee. TBS INTERNATIONAL: Issues 70,000 Series A Preference Shares ----------------------------------------------------------- TBS International plc, on May 31, 2011, pursuant to the terms of the Investment Agreement by and among the Company, Joseph Royce, Gregg McNelis and Lawrence Blatte, as amended, issued an aggregate of 70,000 of its Series A Preference Shares at $100 per share to Messrs. Royce, McNelis and Blatte, for a total purchase price of $7.0 million. The shares were issued pursuant to the exemption from the registration requirements afforded by Section 4(2) of the Securities Act of 1933, as amended. The Series A Preference Shares are convertible at any time into Class A ordinary shares of the Company at a conversion rate of 50.0 Class A ordinary shares for each Series A Preference Share, subject to adjustments to reflect semiannual increases in liquidation value and stock splits and reclassifications. No discounts or commissions were paid in connection with this private placement. About TBS International plc Dublin, Ireland-based TBS International plc (NASDAQ: TBSI) -- http://www.tbsship.com/-- provides worldwide shipping solutions to a diverse client base of industrial shippers through its Five Star Service: ocean transportation, projects, operations, port services and strategic planning. The TBS shipping network operates liner, parcel and dry bulk services, supported by a fleet of multipurpose tweendeckers and handysize/handymax bulk carriers, including specialized heavy-lift vessels and newbuild tonnage. TBS has developed its franchise around key trade routes between Latin America and China, Japan and South Korea, as well as select ports in North America, Africa, the Caribbean and the Middle East. The Company's balance sheet at March 31, 2011, showed US$681.39 million in total assets, US$406.22 million in total liabilities, and US$275.17 million in total shareholders' equity. The Company reported a net loss of US$247.76 million on US$411.83 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of US$67.04 million on US$302.51 million of total revenue during the prior year. PricewaterhouseCoopers LLP expressed substantial doubt about the Company's ability to continue as a going concern. PwC believes that the Company will not be in compliance with the financial covenants under its credit facilities during 2011, which under the agreements would make the debt callable. According to PwC, this has created uncertainty regarding the Company's ability to fulfill its financial commitments as they become due. As reported in the TCR on Feb. 8, 2011, TBS International on Jan. 31, 2011, announced that it had entered into amendments to its credit facilities with all of its lenders, including AIG Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit Suisse and syndicates led by Bank of America, N.A., The Royal Bank of Scotland plc and DVB Group Merchant Bank (the "Credit Facilities"). The amendments restructure the Company's debt obligations by revising the principal repayment schedules under the Credit Facilities, waiving any existing defaults, revising the financial covenants, including covenants related to the Company's consolidated leverage ratio, consolidated interest coverage ratio and minimum cash balance, and modifying other terms of the Credit Facilities. The Company currently expects to be in compliance with all financial covenants and other terms of the amended Credit Facilities through maturity. As a condition to the restructuring of the Company's credit facilities, three significant shareholders who also are key members of TBS' management agreed on Jan. 25, 2011, to provide up to US$10 million of new equity in the form of Series B Preference Shares and deposited funds in an escrow account to facilitate satisfaction of this obligation. In partial satisfaction of this obligation, on Jan. 28, 2011, these significant shareholders purchased an aggregate of 30,000 of the Company's Series B Preference Shares at US$100 per share directly from TBS in a private placement. TMG CANTON: Asks Court to Approve Sullivan Ward Employment ---------------------------------------------------------- TMG Canton Crossings LLC seeks Bankruptcy Court permission to employ Sullivan Ward Asher & Patton P.C. as its legal counsel. The firm will be paid for its services on an hourly basis according to these rates: Senior principals, including $325 per hour Wallace M. Handler Principals, including Debra Beth $300 per hour Pevos Associates $250 per hour The Debtor has paid the firm $20,000 as retainer, exclusive of a $1,039 filing fee. About TMG Canton TMG Canton Crossing LLC owns a 744-unit residential apartment complex in Canton, Michigan. TMG Canton filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 11-54145), on May 17, 2011. Judge Walter Shapero presides over the case. The Debtor estimated assets and debts of $10 million to $50 million. Court filings say the project is worth $17.5 million. Lender Wells Fargo Bank NA has a $29.3 million mortgage. The petition was signed by Jeffrey Starman, president of TMG Canton Manager, Inc., managing member. TMG CANTON: Proofs of Claim Due Sept. 20 ---------------------------------------- The U.S. Trustee for the Eastern District of Michigan was scheduled to convene a meeting of creditors in the bankruptcy case of TMG Canton Crossing LLC on June 22, 2011 at 2:00 p.m. at room 315 E, 211 W. Fort St. Bldg. Detroit. Proofs of Claim are due by Sept. 20, 2011. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases. Attendance by the Debtors' creditors at the meeting is welcome, but not required. The Section 341(a) meeting offers the creditors a one-time opportunity to examine the Debtor's representative under oath about the Debtor's financial affairs and operations that would be of interest to the general body of creditors. About TMG Canton TMG Canton Crossing LLC owns a 744-unit residential apartment complex in Canton, Michigan. TMG Canton filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 11-54145), on May 17, 2011. Judge Walter Shapero presides over the case. The Debtor estimated assets and debts of $10 million to $50 million. Court filings say the project is worth $17.5 million. Lender Wells Fargo Bank NA has a $29.3 million mortgage. The petition was signed by Jeffrey Starman, president of TMG Canton Manager, Inc., managing member. TPF GENERATION: S&P Affirms 'BB' Rating on $850MM Sr. Term Loan --------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on TPF Generation Holdings LLC's $495 million second-lien term loan to '4' from '5'. The '4' rating indicates our expectations of an average (30% to 50%) recovery of principal in a default scenario. "At the same time, we affirmed our 'B' rating on the second-lien securities. Lastly, we affirmed our 'BB' rating on TPF's first- lien $850 million senior secured term loan and related senior securities and left the '1' recovery rating unchanged. The outlook on all the securities' ratings is negative," S&P said. "The recovery rating revision follows the successful sale of the University Park facility on May 25, 2011," said Standard & Poor's credit analyst Theodore Dewitt. "The project used substantially all of the proceeds to pay down first-lien debt. This improves refinancing risk at first-lien-maturity. A combination of the delivering effects of the sale as well as an increase in comparable asset valuation multiples in the PJM Interconnection region improves recovery prospects on the second-lien facilities in the event of default." As two of the project's assets, Wolf Hills and Big Sandy are in PJM, the results of the recent PJM Reliability Pricing Model (RPM) capacity auction for the 2014-2015 delivery year require examination. The results were strong at $125.99 per kilowatt (kW). These higher capacity prices will be a consideration at refinancing because they provide some cash flow certainty in the initial years following refinancing. "However, the new capacity prices do not change our near-term financial projections as the higher capacity prices do not take effect until mid-2014, while the first-lien term loan matures at the end of 2013," S&P said. "We base the negative outlook on the project's exposure to merchant power markets and merchant capacity at High Desert. These factors affect financial performance in 2013 and the amount of consolidated debt that will be outstanding when the first-lien term loan matures in 2013. If the project successfully executes contracts for merchant capacity at about $27 or greater per kW- year at High Desert, bringing the minimum consolidated debt service coverage ratio in 2013 to above 1x in our base case scenario, and demonstrates progression toward bringing consolidated debt per kW below $300 by the 2013 maturity of the term loan, we would consider bringing the outlook to stable. Deterioration in operating performance or actions that raise consolidated debt higher than $300/kw when the first lien matures could result in a lower rating," S&P said. US AIRWAYS: Moody's Assigns Low-B Ratings to Certificates --------------------------------------------------------- Moody's Investors Service assigned Ba2 and B2 ratings to the Class A and Class B Pass Through Certificates, Series 2011-1, respectively, of the 2011-1 Pass Through Trusts to be issued by US Airways, Inc. The transaction documentation provides for the possible issuance of one additional subordinated tranche of certificates at a future date. The subordination provisions of the inter-creditor agreement provide for the payment of interest on the Preferred Pool Balance of the Class B Certificates before payments of principal on the Class A Certificates. Amounts due under the Certificates will, in any event, be subordinated to any amounts due on either of the Class A or Class B Liquidity facilities, each of which provides for three consecutive semi- annual interest payments due the respective Certificate holders. Assignments: Issuer: US Airways, Inc. -- Senior Secured Enhanced Equipment Trust, Assigned Ba2 -- Senior Secured Enhanced Equipment Trust, Assigned B2 The Class A and Class B Equipment Notes issued by US Airways and acquired with the proceeds of the Certificates will be the primary assets of the Pass Through Trusts. The Certificates' proceeds will refinance five currently owned Airbus aircraft; each delivered new in 2009 or 2010 and four newly-manufactured Airbus A321-200 aircraft to be delivered prior to December 15, 2011. The payment obligations of US Airways under the Notes will be fully and unconditionally guaranteed by US Airways Group, Inc. RATINGS RATIONALE The ratings of the Certificates consider the credit quality of US Airways and US Airways Group (Corporate Family Rating of Caa1, stable outlook) as obligor or guarantor under the Notes, Moody's opinion of the collateral protection of the Notes, the credit support provided by the liquidity facilities, the cross- subordination provisions of the inter-creditor agreement and certain structural characteristics of the Notes such as the cross- collateralization and cross-default provisions and the protections of Section 1110 of Title 11 of the United States Code. The assigned ratings of Ba2 and B2 on the Class A and Class B Certificates, respectively, reflect Moody's opinion of the ability of the Pass-Through Trustees to make timely payment of interest and the ultimate payment of principal at a date no later than April 22, 2025 for the Class A Certificates and April 22, 2020 for the Class B Certificates, each the final maturity dates. The aircraft collateral of this financing will be among the youngest vintages in any of US Airways' (including those of the former America West Airlines) other Enhanced Equipment Trust Certificate financings. Additionally, the underlying obligations of a majority of the aircraft in the other EETCs of US Airways are operating leases, whereby an unrelated third-party holds the equity and ultimate potential loss position in the event of a restructuring by US Airways. The ratings assigned to each of the tranches of the Series 2011-1 certificates reflects Moody's belief of a high probability of affirmation by US Airways of the underlying equipment notes in the event of a reorganization by it under a default scenario because of the young age of the aircraft and the cross-default and cross-collateralization feature. The ratings also consider the more modest over-collateralization that this financing contemplates relative to those of other recent EETCs issued by other U.S. carriers. At Ba2, the rating on the A-tranche of 2011-1 is one notch above the current Ba3 ratings on the G-tranches of US Airways' 2000-2, 2000-3 and 2001-1 EETCs, financings with higher loans-to-value based on Moody's estimates of current market values of aircraft. Moody's believes that the probability of affirmation of US Airways' obligations under the underlying financing agreements is greater for the 2011-1 Series because of the operating benefits of nearly new aircraft versus those of 10 or 11-year old Airbus aircraft in its other EETCs. The inclusion of two A330-200s in the 2011-1 EETC also makes the collateral of 2011-1 more attractive relative to the company's more seasoned EETC issues, but equally attractive to the 2010-1 Series under a reorganization scenario, as there are relatively few wide-bodies in this carrier's fleet and the lift provided by these aircraft would be needed to support its long-haul network. The over-collateralization that this financing contemplates (loan-to-value of about 60% on the A- tranche and above 75% on the B-tranche) based on Moody's estimates of current market value provides a smaller equity cushion relative to those of the A and B tranches of other EETCs recently issued by other U.S. carriers. Nevertheless, the cross-collateralization of the equipment notes should enhance the recovery for investors in the unlikely event of the rejection of the aircraft by US Airways under a bankruptcy scenario and pursuant to the provisions of the Code or in the event of a default on the Certificates. Any combination of future changes in the underlying credit quality or ratings of US Airways or U.S. Airways Group, unexpected material changes in the value of the aircraft pledged as collateral, and/or changes in the status or terms of the liquidity facilities or the credit quality of the liquidity provider could cause Moody's' to change its ratings of the Certificates. General Structure of the Series 2011-1 EETC The portion of the proceeds of the Certificates earmarked for the future deliveries of the A321-200 aircraft will initially be held in escrow and deposited with the Depositary, The Bank of New York Mellon (short-term rating of P-1), until the issuance of each of the nine Notes. The collateral pool consists of these nine aircraft: (i) one 2009 vintage CFM56-5B4 powered Airbus A320-200 (ii) four 2011 vintage and two 2009 vintage IAE V2533 Select One powered Airbus A321-200s (Heavy Gross Weight of 205,000 MTOW) (iii) two 2010 vintage Trent 772B powered Airbus A330-200s The Certificates issued to finance the aircraft are not obligations of, nor are they guaranteed by US Airways. However, the amounts payable by US Airways under the Notes will be sufficient to pay in full all interest and principal on the Certificates when due. The Notes will be secured by a perfected security interest in the aircraft. It is the opinion of counsel to US Airways that the Notes will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code. Scheduled interest payments on the Certificates will be supported by the separate liquidity facilities sized to pay up to three respective consecutive semi-annual interest payments in the event US Airways defaults on its obligations under the Notes. The liquidity facilities do not provide for payments of principal due, nor on interest on the Certificate proceeds held in escrow during the Delivery Period. Natixis S.A. acting through its New York Branch (Moody's short-term rating of P-1) will provide the liquidity facilities. The liquidity provider has a priority claim on proceeds from liquidation of any of the aircraft or of the Notes and other Trust collateral ahead of any of the holders of the Certificates and is also the controlling party following a default under the Notes indentures. Cross-Collateralization The ratings of the 2011-1 Certificates benefit from the cross- collateralization of the Notes, a feature which Moody's believes can enhance recovery in the event of a default. The structure provides that for each aircraft sold following a default, the excess of sale proceeds above the payoff of the related equipment notes is made available to cover potential shortfalls that might arise under any other equipment note upon the sale of the aircraft pledged to any such note. Importantly, following a default, all excess proceeds are retained until the settlement at maturity of the last of the equipment notes or the indentures are cancelled. Moody's considers the number of aircraft and the number of different aircraft models that comprise the collateral pool when assessing the benefit of a cross-collateralized EETC. At nine aircraft covering three different types, the collateral pool is modest in size, providing only limited benefit for this feature. The included aircraft types do not constitute a significant concentration in any particular aircraft type within its combined mainline fleet. Being the youngest vintages in the company's fleet and that each of the models would be integral to the company's network support the likelihood of affirmation by US Airways of its obligations under the Notes under a reorganization scenario, thus minimizing the probability of the cross-collateralization benefit being called upon by creditors over the life of the transaction. The principal methodology used in rating U.S. Airways Group, Inc. was the Global Passenger Airlines Industry Methodology, published March 2009 and Enhanced Equipment Trust And Equipment Trust Certificates Methodology, published December 2010. US Airways Group, Inc., based in Tempe, Arizona, through its subsidiaries operates one of the largest airlines in the U.S. with service throughout the U.S. as well as Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. US AIRWAYS: S&P Gives Prelim. B+ Rating to Class B Certificates --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'BBB (sf)' rating to US Airways Inc.'s series 2011-1 Class A pass- through certificates, with an expected maturity of Oct. 22, 2023. At the same time it assigned its preliminary 'B+ (sf)' rating to the Class B pass-through certificates, with an expected maturity of Oct. 22, 2018. The final legal maturities will be 18 months after the expected maturity. The issues are drawdowns under a Rule 415 shelf registration. Standard & Poor's will decide on ratings to assign on conclusion of a legal review of the documentation. "The preliminary 'BBB (sf)' and 'B+ (sf)' ratings are based on US Airways' credit quality, substantial collateral coverage by good quality aircraft, and on legal and structural protections available to the pass-through certificates," said Standard & Poor's credit analyst Betsy Snyder. "The company will use the proceeds of the offering to refinance two A321-200, two A330-200, and one A320-200 aircraft that were delivered in 2009-2010, and four A321-200 aircraft to be delivered in September-October 2011. Each aircraft's secured notes are cross-collateralized and cross- defaulted, a provision that we believe increases the likelihood that US Airways would affirm the notes (and thus continue to pay on the certificates) in bankruptcy." The pass-through certificates are a form of enhanced equipment trust certificates, and benefit from legal protections afforded under Section 1110 of the federal bankruptcy code and by a liquidity facility provided by Natixis S.A. (A+/Stable/A-1). The liquidity facility is intended to cover up to three semiannual interest payments, a period during which collateral could be repossessed and remarketed by certificateholders following any default by the airline, or to maintain continuity of interest payments as certificateholders negotiate with US Airways in a bankruptcy with regard to certificates. The preliminary ratings apply to a unit consisting of certificates representing the trust property and escrow receipts, initially representing interests in deposits (the proceeds of the offerings). The escrow deposits are held by a depositary bank, The Bank of New York Mellon (AA-/Stable/A-1+), pending paying off existing debt on the planes (which should be accomplished by October 2011). Amounts deposited under the escrow agreements are not property of US Airways and are not entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code, and any default arising under an indenture solely by reason of the cross-default in such indenture may not be of a type required to be cured under Section 1110. Any cash collateral held as a result of the cross- collateralization of the equipment notes also would not be entitled to the benefits of Section 1110. Neither the certificates nor the escrow receipts may be separately assigned or transferred. "We believe that US Airways views these planes as important and would, given the cross-collateralization and cross-default provisions, likely affirm the aircraft notes in a bankruptcy scenario. In contrast to most EETCs issued before 2009, the cross- default would take effect immediately in a bankruptcy if US Airways rejected any of the aircraft notes. This should prevent US Airways from selectively affirming some aircraft notes and rejecting others (cherry-picking), which often harms the interests of certificateholders in a bankruptcy," S&P related. "We consider the collateral pool overall to be of good quality. The largest proportion of appraised value, about 57%, consists of A321-200s. The A321-200 is the largest version of Airbus' popular A320 narrowbody family of planes. The A321-200 has not been as successful as the A320 or smaller A319, but nonetheless is operated by 68 airlines worldwide, many more than Boeing's competing B737-900ER (although the latter is a newer model and thus has had less time to attract orders). Airbus has announced that it will offer a more fuel-efficient new-engine-option (NEO) on its narrowbody planes starting in 2016. It is too early to tell how popular this option will be, and we believe a lot will depend on how much more expensive the NEO is. If widely adopted, sale of NEO planes could depress somewhat residual values of existing- technology Airbus narrowbody planes. However, this effect is most likely for older planes in the A320 family (e.g. those delivered in the 1990s), rather than the recently delivered A321-200's and A320's in the 2011-1 collateral pool," S&P said. The second-largest proportion of aircraft securing the certificates is A330-200s, a small, long-range widebody plane. This model, which incorporates newer technology than Boeing's competing B767-300ER, has been successful, and is operated by 67 airlines worldwide. It will face more serious competition when large numbers of Boeing's long-delayed B787 are delivered. Still, it will take a while for this to occur, even if Boeing is able to make its first delivery later in 2011. The final, and smallest, proportion of value, about 8%, is represented by A320-200's. This model is Airbus' most successful plane, with a very wide user base around the world. Airbus will offer a new engine option on this plane in the middle of this decade. The initial loan-to-value of the Class A certificates is 53.4% and of the Class B certificates 70.5%, using the appraised base values and depreciation assumptions in the offering memorandum. "However, we focused on more conservative maintenance-adjusted appraised values (not disclosed in the offering memorandum). We also use more conservative depreciation assumptions for all of the planes than those in the prospectus. We assumed that, absent cyclical fluctuations, values of the A321-200s and A330-200s would decline by 6.5% of the preceding year's value per year, and the A320-200s 6%. Using these values and assumptions, the Class A initial loan- to-value is higher, 56.5%, and rises slightly to close to 60% at its highest point, before declining gradually. The Class B initial loan-to-value, using our assumptions, is about 74.4%, and peaks at close to 79% before declining. Our analysis also considered that a full draw of the liquidity facility, plus interest on those draws represents a claim senior to the certificates. This amount is somewhat higher (as a percent of asset value) than for EETCs issued recently by other U.S. airlines, but is similar to that of many other, earlier EETCs. Initially, a full draw, with interest, is equivalent to about 8.5% of asset value, using our assumptions. We note that the transaction is structured so that US Airways could later issue Class C certificates without a liquidity facility. In the past, airlines have structured follow-on certificates of this kind in such a way as to not affect the rating on outstanding senior certificates," S&P elaborated. "Our ratings on US Airways reflect our view of the consolidated credit quality of parent US Airways Group Inc., which also owns America West Airlines Inc. We base the ratings on US Airways Group's substantial debt and lease burden, limited (though improving) liquidity, and participation in the high-risk U.S. airline industry. The ratings also incorporate the company's better-than-average operating costs. Tempe, Ariz.-based US Airways Group is the fifth-largest U.S. airline, carrying about 8% of industry traffic. We characterize the company's business profile as vulnerable and its financial profile as highly leveraged," S&P stated. "We expect US Airways' financial profile to remain fairly stable over the next two years, with EBITDA interest coverage 1.6x-2.0x and funds from operations (FFO)/debt in the low-teen percent area. We believe that an upgrade is not likely over the near-term, but could occur if FFO/debt moves consistently into the high-teens percent area and unrestricted cash and short-term investments increase to more than $2.5 billion. With US Airways' improved operating performance and liquidity, we also believe a downgrade is unlikely over the near term. However, if a stalled U.S. economic recovery or serious oil price spike caused sustained losses, causing liquidity to fall to below $1 billion, we could lower ratings," S&P said. US FIDELIS: Committee Wants President to Pay $500,000 in Damages ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of US Fidelis, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Missouri to enter judgment Christopher R. Riley, as the Debtor's president granting these relief: a) damages not less than $500,000, plus accrued and unpaid interest; and b) damages in the amount of the Committee's expenses, reasonable attorneys' fees, and other costs of collection incurred. The Committee said that on Oct. 6, 2009, Mr. Riley instructed Tammy Graning, an employee of the Debtor at the time, to cause $500,000 to be wired directly to New England Financial Company. From this amount, $389,383 was deposited into an account number in the name of Mr. Riley. The balance of the $500,000 payment was applied to repay separate loans taken out by each of Darain Atkinson and Cory Atkinson. In addition to the $500,000 payment to New England Financial Company, the Debtor caused the sum of $108,105 to be paid to federal and state taxing authorities as payroll taxes on account of the bonus payment. Plan Exclusivity Periods According to the Debtor's case docket, it has withdrawn its fourth motion to extend exclusivity period for filing a chapter 11 plan and disclosure statement. The Debtor requested for an extension in its exclusive periods to file and solicit acceptances for the proposed plan until June 31, 2011, Aug. 31. Prior to the April 22, 2010, hearing on the motion to terminate, the Debtor and Committee negotiated a settlement whereby the Debtor agreed not to object to the motion to terminate in exchange for the Committee's agreement that the order granting the motion to terminate would only apply to the Committee. About US Fidelis, Inc. Wentzville, Missouri-based US Fidelis, Inc., was a marketer of vehicle service contracts developed by independent and unrelated companies. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010, (Bankr. E.D. Mo. Case No. 10-41902). Robert E. Eggmann, Esq., at Lathrop & Gage, assists the Company in its restructuring effort. According to the schedules, the Company had assets of $74,386,836, and total debts of $25,770,655 as of the petition date. The Committee is represented by: David A. Warfield, Esq. Allison E. Graves, Esq. One US Bank Plaza St. Louis, MO 63101 Tel: (314) 552-6000 Fax: (314) 552-7000 E-mail: dwarfield@thompsoncoburn.com agraves@thompsoncoburn.com VALHI INC: S&P Raises Corporate Credit Rating to 'B+' ----------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit ratings on Dallas-based Valhi Inc. and its subsidiary, Kronos International Inc., to 'B+' from 'B'. The outlook is stable. "The upgrade reflects our expectation that sustained improvements to operating results will continue to support adequate liquidity and an improved financial profile," said Standard & Poor's credit analyst Seamus Ryan. "We also believe that management will likely maintain financial policies to support credit quality consistent with the ratings." The company's improved operating performance is the result of sequential increases in volumes and pricing within Valhi's titanium dioxide (TiO2) business. Standard & Poor's expects that Valhi will continue to benefit from improving demand, tight supply, and favorable pricing. At the same time, Standard & Poor's raised the issue-level ratings on Kronos International's EUR400 million senior secured notes due 2013 to 'B' (one notch below the 'B+' corporate credit rating) from 'B-'. The recovery rating remains '5', indicating the expectation of modest (10%-30%) recovery for noteholders in the event of default. Valhi, a holding company with about $1.7 billion in sales, derives the majority of sales (approximately 90% in 2010) and operating profits from its ownership in Kronos Worldwide Inc., the world's third-largest producer of TiO2 (Kronos International is its foreign arm). TiO2 is a white pigment that manufacturers use to impart whiteness, brightness, and opacity in products such as coatings, plastics, paper, fibers, food, ceramics, and cosmetics. VAN CHASE: U.S. Trustee Wants Court to Dismiss Chapter 11 Case -------------------------------------------------------------- The U.S. Trustee for Region 19 asks the U.S. Bankruptcy Court for the District of Colorado to dismiss the Chapter 11 case of Van Chase LLC on ground that Debtor's monthly operating reports have not been filed for February, March and April of 2011. According to the trustee, Debtor is delinquent in UST Quarterly Fees for the 1st Quarter of 2011. Also, on May 16, 2011, the Court entered and Order allowing Relief From Stay against Debtor's primary asset. Aspen, Colorado-based Van Chase, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-31555) on Aug. 24, 2010. John D. LaSalle, Esq., who has an office in Aspen, Colorado, assists the Debtor in its restructuring effort. According to its schedules, the Debtor disclosed $26,528,200 in total assets and $15,150,964 in total liabilities as of the Petition Date. The United States Trustee has not appointed a trustee, an examiner or an unsecured creditors committee in Debtor's case. WATERSONG APARTMENTS: Taps Reeder Law as Gen. Insolvency Counsel ---------------------------------------------------------------- Watersong Apartments, L.P., asks the U.S. Bankruptcy Court for the Southern District of California for permission to employ Reeder Law Corporation as general insolvency counsel. Reeder Law will be representing the Debtor in the Chapter 11 proceedings. The hourly billing rate of Reeder Law's personnel are: David M. Reeder, Esq. $375 Paralegals/Graduate Law Clerks $145 Barry S. Nussbaum, managing member of BNC Investment, LLC, a general partner of the Debtor's general partner BNC Watersong, paid Reeder Law a $26,039 retainer. The retainer balance as of the Petition Date is $22,037. To the best of the Debtor's knowledge, Reeder Law is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David M. Reeder, Esq. REEDER LAW CORPORATION 1880 Century Park East, Suite 1200 Los Angeles, CA 90067 Tel: (310) 557-8911 Fax: (310) 557-0380 E-mail: david@reederlaw.com About Watersong Apartments, L.P Heaadquartered in Solana Beach, California, Watersong Apartments, L.P., filed for Chapter 11 bankruptcy protection on April 2, 2011 (Bankr. S.D. Calif. Case No. 11-05632). Bankruptcy Judge Louise DeCarl Adler presides over the case. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. WEINGARTEN REALTY: S&P Affirms 'BB+' Preferred Stock Rating ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Weingarten Realty Investors to stable from negative. "At the same time, we affirmed our 'BBB' corporate credit and senior unsecured debt ratings and our 'BB+' preferred stock rating on Weingarten. The affirmations affect roughly $1.135 billion of Weingarten's senior unsecured notes and $498 million of the company's preferred stock." "Our ratings on Weingarten acknowledge the company's well- diversified portfolio of predominantly grocery-anchored shopping centers, moderate leverage, and adequate liquidity," said Standard & Poor's credit analyst Eugene Nusinzon. "Weingarten's debt coverage measures are weak for the ratings. However, we expect that organic growth and deleveraging from asset sales over the next two years will bolster debt coverage measures to levels that we expect to be supportive of the current ratings. We characterize Weingarten's business risk profile as satisfactory and its financial risk profile as intermediate." The outlook is stable. "As retail fundamentals recover, we expect organic growth and modest deleveraging from asset sales over the next two years to bolster debt coverage measures to levels that will be supportive of the current ratings. We also expect portfolio growth to be funded in a prudent manner such that adequate liquidity is sustained. We would lower the ratings if we no longer believe that FCC will gradually improve to above 2.0x through 2012 or if liquidity becomes less than adequate. At this time, weak debt coverage measures preclude upward rating momentum," S&P said. WHITNEY HOLDING: S&P Withdraws 'BB/B' Counterparty Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'BB/B' counterparty credit rating on Whitney Holding Corp. and its primary banking subsidiary, Whitney National Bank upon notice that its merger with Hancock Holding Corp. has closed. "We also withdrew the 'BB' issue rating on former Whitney National Bank subordinated debt, which is now an obligation of the new consolidated Whitney Bank," S&P said. "We withdrew the ratings because we do not currently rate Hancock or its subsidiaries," said Standard & Poor's credit analyst Dan Teclaw. Specifically, Hancock merged Whitney Holding Corp. into Hancock Holding Corp., and Whitney National Bank into Hancock Bank of Louisiana. The consolidated banking subsidiary was renamed Whitney Bank. "Concurrently, we withdrew our 'BB' issue rating on former Whitney National Bank's subordinated debt of $150 million due on April 1, 2017, which is now an obligation of new Whitney Bank," S&P said. WILKES BASHFORD: Asks Court to Convert Bankruptcy to Chapter 7 -------------------------------------------------------------- Chapter11Cases.com reports that TWBC, Inc. f/k/a Wilkes Bashford Company filed a motion asking the bankruptcy court in San Francisco to convert its chapter 11 bankruptcy case to chapter 7. The Wilkes Bashford Company filed for bankruptcy on November 2009. After the bankruptcy filing, Wilkes Bashford quickly completed a sale of substantially all of its assets to Ed Mitchell West, LLC. The proceeds of that sale satisfied the claims of Wilkes Bashford's senior secured creditor, Comerica Bank., according to Chapter11Cases.com. Since that time, Chapter11Cases.com relates that the debtor and its Creditors' Committee have been attempting to liquidate and recover the few assets that were left following the sale and reaching settlements with other secured creditors. According to Thursday's motion, Wilkes Bashford "has no further remaining valuable assets that it or the Committee can liquidate in a cost- effective manner for the benefit of the estate," Chapter11Cases.com discloses. Based upon the assets currently in the estate, Wilkes Bashford estimates that administrative claims will be fully satisfied and there will be $72,000 left to be distributed to remaining non- administrative unsecured creditors, Chapter11Cases.com says. Chapter11Cases.com notes that based upon the most recent monthly operating report filed in the case, there were over $11.9 million in outstanding, allowed general unsecured claims against Wilkes Bashford as of April 30, 2011. Therefore, Chapter11Cases.com adds, it appears that these creditors will receive less than a one percent recovery on their claims. The Wilkes Bashford Company -- http://www.wilkesbashford.com/-- is a high-end department store chain. It was founded in 1966 and operated its six-story flagship store in Union Square in San Francisco, California. Wilkes Bashford stores were also opened in Mill Valley, Palo Alto, and Carmel, California. Wilkes Bashford filed for Chapter 11 protection (Bankr. N.D. Calif. Case No. 09-____) on Nov. 9, 2009 in San Francisco, California. WILLIAM LYON: Incurs $11.22 Million Net Loss in March 31 Quarter ---------------------------------------------------------------- William Lyon Homes filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to William Lyon Homes of $11.22 million on $38.80 million of operating revenue for the three months ended March 31, 2011, compared with a net loss attributable to William Lyon Homes of $8.48 million on $43.16 million of operating revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $627.54 million in total assets, $614.71 million in total liabilities and $12.83 million in stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/0AdJfy About William Lyon Homes Based in Newport Beach, California, William Lyon Homes and subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged in designing, constructing and selling single family detached and attached homes in California, Arizona and Nevada. * * * William Lyon carries 'CCC' issuer credit ratings from Standard & Poor's, and 'Caa2' long term corporate family and probability of default ratings from Moody's. "S&P raised its rating on William Lyon Homes because S&P believes that near-term liquidity pressure has eased somewhat following the partial funding of a secured term loan and reduced maturing credit facility debt," said credit analyst James Fielding in November 2009 when S&P raised the rating on William Lyon to 'CCC' from 'CCC-'. He added, "However, this privately held homebuilder remains very highly leveraged and may face challenges repaying or refinancing intermediate-term debt maturities if its business prospects don't improve in the interim." Standard & Poor's Ratings Services raised its rating on William Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from 'D' after the company repurchased $10.5 million of outstanding principal for $9.0 million. S&P lowered its rating on the notes to 'D' because S&P considered the discounted repurchase to be tantamount to default under its criteria for exchange offers and similar restructurings. In accordance with its criteria, S&P is now raising its rating on these notes because the company completed its repurchase, and S&P is not aware of additional discounted repurchases at this time. WINDY KNOLL GOLF CLUB: At Risk of Foreclosure --------------------------------------------- Andrew McGinn at Springfield News-Sun reports that Windy Knoll Golf Club as Executioner's Reason won't be turned back into pasture despite being in receivership, its owner said. Windy Knoll Golf Club, 500 Roscommon Drive, is facing foreclosure after a mortgage company filed suit May 6 in Clark County Common Pleas Court alleging the club's parent company has defaulted on two loans valued at more than $3.6 million, according to Springfield News-Sun. In the suit, Springfield News-Sun notes that Kansas-based Mortgage Investment Trust Corp. alleged that The Links at Windy Knoll, LLC, 500 Roscommon Drive, has recently failed to make payments on the bulk of a $3.3 million construction loan issued in June 2000, in addition to a $550,000 business loan issued in July 2005. The report relates that the suit alleges $3.1 million is still owed on the construction loan, and interest has driven up the unpaid balance of the business loan to $560,000. The court appointed a receiver to maintain the semi-private, 18- hole course opened in 2001 on the site of a former horse farm, Springfield News-Sun notes. At stake is the course, Springfield News-Sun discloses, some additional property and personal property that wasn't specified in the suit. WOLVERINE TUBE: Wants Deloitte Financial Work Scope Expanded ------------------------------------------------------------ Wolverine Tube Inc. and its debtor-affiliates ask the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware for permission to expand the scope of Deloitte Financial Advisory Services LLP's work as financial advisor. The Debtors and their professionals determined that they require additional financial reporting services with respect to fresh start accounting in connection with their proposed plan of reorganization and their emergence from bankruptcy. As reported in the Troubled Company Reporter on April 5, 2011, the firm's professionals and their hourly rates: Partner, Principal, Director $500 Senior Manager $420 Manager $360 Senior Associate $280 Associate $220 Deloite FAS estimates that the total fee will be between $200,000 and $240,000. The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Wolverine Tube Huntsville, Alabama-based Wolverine Tube, Inc., is a global manufacturer and distributor of copper and copper alloy tube, fabricated products, and metal joining products. The Company currently operates seven facilities in the United States, Mexico, China, and Portugal. It also has distribution operations in the Netherlands and the United States. Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13522) on Nov. 1, 2010. Mark E. Felger, Esq., and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor. Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer Rose LLP, serve as the Debtor's special corporate and tax counsel. Deloitte Financial Advisory Services LLP is the Debtor's financial advisor. Donlin Recano & Company, Inc., is the Debtor's claim agent. The Debtor disclosed $115 million in total assets and $237 million in total debts at the time of the filing. Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523), Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed separate Chapter 11 petitions. No official committee of unsecured creditors has been appointed in the case. The Debtors filed a prearranged chapter 11 plan proposing to pay unsecured creditors in full and turning ownership of the reorganized company over to their noteholders. WORLD FITNESS: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: World Fitness Systems, Inc. dba World Gym fka World Fitness Center P.O. Box 8362 Caguas, PR 00725 Bankruptcy Case No.: 11-05175 Chapter 11 Petition Date: June 20, 2011 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Victor Gratacos Diaz, Esq. VICTOR GRATACOS-DIAZ LAW OFFICE P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 E-mail: bankruptcy@gratacoslaw.com Scheduled Assets: $1,074,320 Scheduled Debts: $1,167,070 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/prb11-05175.pdf The petition was signed by Jaime L. Rivera, president. ZANETT INC: Receives Non-Compliance Notice from NASDAQ ------------------------------------------------------ Zanett, Inc., received a non-compliance notice from the NASDAQ Stock Market stating that the company was not in compliance with NASDAQ Listing Rule 5250(c)(1) because the company has not timely filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. The NASDAQ letter stated that the company has until July 25, 2011, to submit a plan to regain compliance. If such a plan is timely submitted by the company, the NASDAQ staff can grant the company up to 180 calendar days from the due date of the Form 10-Q (or until Nov. 21, 2011) to regain compliance. The company intends to submit a plan to regain compliance to NASDAQ no later than July 25, 2011. No assurance can be given that NASDAQ will accept the company's compliance plan or grant an exception for the full 180-day period contemplated by the NASDAQ Listing Rules. Under the NASDAQ rules, the company's common stock will continue to be listed on NASDAQ until July 25, 2011, and for any exception period that may be granted to the company by NASDAQ. However, until the company regains compliance, quotation information for the company's common stock will continue to include an indicator of the company's non-compliance and the company will continue to be included in a list of non-compliant companies on the NASDAQ Web site. About Zanett Inc. Based in New York, Zanett Inc. is an information technology company that provides customized IT solutions to Fortune 500 corporations and mid-market companies. Until the disposition of Paragon Dynamics, Inc., the Company also provided those solutions to classified government agencies. Zanett Inc. in November 2010 said it remains in discussion to replace its revolving credit facility with Bank of America. Zanett was not in compliance with certain loan covenants as of Sept. 30, 2010. The credit facility matured on June 21, 2010. The Company's line of credit was subject to a forbearance agreement with BofA. The Company's balance sheet at Dec. 31, 2010 showed $28.29 million in total assets, $22.69 million in total liabilities and $5.60 million in total stockholders' equity. Amper, Politziner & Mattia, LLP, 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 incurred a significant loss from continuing operations, has a working capital deficit and all of its outstanding debt is either currently payable or payable within the next twelve months. * TheStreet.com Names 14 Restaurants at Bankruptcy Risk ------------------------------------------------------- A TheStreet.com article by Miriam Reimer identified 14 restaurant operators that are at risk of bankruptcy. TheStreet.com report determined the Altman Z-Score, a formula developed by New York University professor Edward Altman in 1968. The Altman Z-Score measures several aspects of a company's financial health -- including working capital, total assets, total liabilities, market capitalization, sales, retained earnings and earnings before interest & taxes -- to forecast the probability of it going bankrupt within two years. TheStreet.com, citing Investopedia, noted that the formula, since its inception, has been 72% accurate in predicting corporate bankruptcies two years prior to the filing. TheStreet.com ranked the restaurant chains from the high-risk to the low-risk. These are: 1. Denny's; 2. Wendy's/Arby's, which is selling the Arby's chain to private-equity group Roark Capital Group in deal valued at $430 million; 3. Morton's Restaurant Group; 4. DineEquity, which operates IHOP and Applebee's Neighborhood Grill and Bar restaurants; 5. Domino's Pizza; 6. Bravo Brio Restaurant Group, operator of Italian restaurant chains under the BRAVO! Cucina Italiana and BRIO Tuscan Grille brands. It has been rumored to be a possible acquisition target for Darden Restaurants, which owns Red Lobster and Olive Garden restaurant concepts, among others. Bravo Brio has rejected the rumor, saying it's not interested in pursuing a deal; 7. McCormick & Schmick's Seafood Restaurants, which put itself up for sale in early May after rejecting a $137.2 million offer in April from Landry's Restaurants. On June 1, Landry's extended its offer until July 29; 8. Ruth's Hospitality Group, operator of Ruth's Chris Steak House and Mitchell's Fish Market chains; 9. O'Charley's, which operates restaurants under its namesake, Ninety Nine Restaurant and Stoney River Legendary Steaks brands. It recently closed 16 underperforming stores to help contain costs; 10. Einstein Noah Restaurant Group; 11. Carrols Restaurant Group, which operates Pollo Tropical, Taco Cabana and Burger King restaurants; 12. Ruby Tuesday; 13. Sonic; and 14. Red Robin Gourmet Burger A copy of TheStreet.com article is available at http://is.gd/Kmi5nq * Four Lawyers Join Capstone Advisory Group LLC ----------------------------------------------- Capstone Advisory Group, LLC disclosed that the expansion of its Litigation & Forensic Services practice specializing in Litigation Support/Fraud Investigation/Government Investigation/Forensic Accounting/SEC Enforcement practice in New York and Washington, D.C. The expansion includes: An International presence with the opening of a Latin America office in Panama City, Panama The commencement of its Electronic Discovery and strategic business development practice with additions of key executives in the New York and Washington, D.C. offices The firm will continue its investment in growing practices to assist clients facing increased regulatory scrutiny, focusing on: The needs of clients facing compliance with US laws abroad including FCPA and UK Bribery Act Increased needs for Compliance's services in the Financial/Banking markets as legislative changes and regulatory oversight create uncertainty for multi-National clients Our new professionals include: Eric Mazur has 20 years of experience managing large technology projects related to the forensic recovery and electronic discovery process of data demanded by subpoena. He has forensically produced millions of pages of client data for critical legal review. He has extensive experience leading highly sensitive and complex computer forensic and electronic discovery investigations as well as recovering mass amounts of data residing on backup tape. Jamie Berry has a proven record of proficiency and proactive leadership in developing efficient and cost-effective, e-Discovery workflow strategies for clients involved with multiple discovery scenarios. He relies on a unique career path that includes experience at a law firm, service provider and multiple consulting firms. He has provided expertise in all phases of the discovery lifecycle including identification, preservation, intelligent data reduction, processing, review and production. Mr. Mazur and Mr. Berry will lead Capstone's new E-Discovery practice. Richard Fogarty, who has over 17 years of investigative and legal experience, has worked on a variety of complex investigations for corporations and law firms throughout Latin and Central America, Asia, the Middle East, Eastern Europe and Russia. He is an expert in matters related to the Foreign Corrupt Practices Act, complex global fraud investigations, investigative due diligence, asset searches, anti-money laundering/anti-terrorist financing, compliance and investigations. Mr. Fogarty will be leading Capstone's efforts in the Latin America region. Michael Malarkey joined Capstone's Litigation and Forensic practice in the Washington, DC office to lead its business development initiatives. Michael leverages his 20 years of experience in the Litigation Support market and focuses on new business development primarily in the white collar litigation and forensic accounting areas with large multi-national law firms. Ed Ordway, Co-Manager and Co-Founder of Capstone Advisory Group said: "We are very excited to continue with the expansion of our firm with these new professionals. Their knowledge and years of experience will allow us to better serve our growing litigation and forensic consulting practice." Capstone's litigation forensic and dispute resolution team is among the most experienced in the industry and provides law firms and corporations with a complete range of forensic and litigation services. Our professionals have vast expertise in contract disputes, forensic investigations, accounting malpractice, securities litigation, purchase price disputes, construction claims, bankruptcy litigation, liability issues, and intellectual property disputes. Our team is well versed in all phases of litigation and alternative dispute resolution, including discovery, early case assessment and strategy and complex data management and analysis, as well as providing expert testimony. What sets Capstone apart beyond the exceptional knowledge and results it brings to its clients, and the strong leadership position and track record that they hold in the industry, is its greatest asset: a top-tier team of senior professionals who are at the forefront of their respective disciplines. These professionals are completely committed to meeting the needs of each client. * Levin Attorneys Named to Most Powerful Employment Counsel List ---------------------------------------------------------------- Kramer Levin Naftalis & Frankel disclosed that four partners in the firm - Matthew S. Dunn, Mark D. Koestler, Kevin B. Leblang and Theodore (Ted) Ruthizer - have made Human Resource Executive magazine's 2011 list of the Most Powerful Employment Attorneys. The listings, which appeared in the magazine on June 16 and attracted over 5000 nominations in the immigration, employment and benefits arena, mark the third consecutive year that Mr. Leblang and Mr. Ruthizer made the Most Powerful list and the first for Mr. Koestler and Mr. Dunn. Employers with offices throughout the world turn to Kramer Levin for assistance in connection with all issues related to the employment of employees. The firm serves clients on matters such as employment litigation, business immigration, employee benefits and executive compensation, among many others. Kramer Levin's representative clients in the employment area cover industries including financial services, consulting, insurance, tax, business management, consumer products, real estate, oil/gas, electronics, accounting, apparel, media, advertising, entertainment and education. Mr. Leblang, ranked in the list's 100 most powerful corporate employment lawyers, is chair of the firm's Employment Law Department and counsels employers on matters ranging from the adoption and application of employee relations policies to the evaluation and minimization of litigation risks of employment decisions. He also represents management clients in litigations before federal and state courts, administrative agencies and arbitrators. Mr. Ruthizer, ranked in the list's top 20 immigration lawyers, is co-chair of the firm's Business Immigration Group. He is a past president and general counsel of the American Immigration Lawyers Association (AILA). He is a Lecturer in Law at Columbia Law School, where he teaches an advanced seminar in immigration law and policy. Mr. Koestler, ranked in the list's top 20 immigration lawyers, is co-chair of the firm's Business Immigration Group. He primarily represents clients in the fields of advertising, entertainment, banking, hedge funds, and communications. Mr. Koestler has served in various leadership roles including as a past chair of AILA NY and as a member of AILA national's governing board of directors. Mr. Dunn, listed as one of the 40 up and coming corporate employment lawyers, is a partner in the firm's Business Immigration Group where he represents a diverse group of clients, especially in the areas of banking, healthcare, hospitality, and advertising. He is co-chair of the New York State Bar Association's Immigration and Nationality Law Committee. Mr. Dunn is a past chair of AILA NY and was also a member of the AILA national's governing board of directors. Kramer Levin Naftalis & Frankel LLP is a premier, full-service law firm with offices in New York and Paris. Firm lawyers are leading practitioners in their respective fields, who understand their clients' businesses, demonstrate a strong focus on client service and offer innovative and practical solutions. The firm represents Global 1000 and emerging growth companies, institutions and individuals, across a broad range of industries. The firm, its attorneys and practice groups have received the highest rankings, awards and honors for their work including from Best Lawyers, Chambers USA/Global, Lawdragon 500, Human Resource Executive, American College of Trial Lawyers, National Law Journal, National Bankruptcy Conference, BTI Client Service All-Star Team for Law Firms, Benchmark Litigation, Institutional Investor, The International Who's Who of Corporate Immigration Lawyers, Dealflow Media, Investment Dealers Digest, IP Law & Business Almanac, Legal 500 (US and European), Real Estate Weekly and M&A Advisor, among many others. The firm has also been widely honored for its strong commitments to pro bono, community service and diversity efforts. * Rita W. Garry and Firm Join SmithAmundsen LLC ----------------------------------------------- Rita W. Garry and members of The Garry Law Firm PC of Crystal Lake, Ill. disclosed that they will join SmithAmundsen LLC, a firm of 140 attorneys, headquartered in Chicago with offices located throughout the Midwest. This move joins two law firms with established reputations for excellence, allowing both to enhance the resources and talent they draw from to effectively serve clients. "The pace of the business world is accelerating, and business clients demand consistent quality legal advice in a wider variety of practice areas," said Rita Garry in a statement. "This move allows us to seize an opportunity to expand our client services, even in a challenging business climate." The Garry Law Firm PC, founded in 1995, is a boutique law firm with a dynamic business law practice assisting emerging and middle market businesses navigating business entity design decisions, a wide array of commercial and operational contract matters, intellectual property protection, and business sales, acquisitions, mergers, and other restructuring transactions. Founder, Rita W. Garry has more than 25 years of business law experience and will move to SmithAmundsen's Chicago office to enhance the firm's Corporate Transactional and Enterprise practice. Associate Amy M. Miller, an active member in the McHenry County business community, will continue her corporate, transactional, and enterprise business practice from SmithAmundsen's Woodstock, Ill. office. SmithAmundsen's Corporate Transactional and Enterprise team serves large, mid-size, and emerging business and enterprise clients in diverse industries including manufacturing, professional services, commercial transportation, national and international distribution, retail, technology, health care, construction, entertainment, banking, non-profit organizations, and commercial real estate. "The addition of Rita and Amy to our Corporate Transactional and Enterprise team allows us to grow our corporate and transactional practice areas and increases their clients' access to complementary areas of the law such as commercial, environmental and insurance litigation, bankruptcy and creditors' rights, labor and employment law, and entertainment law," said Larry Schechtman, SmithAmundsen's Managing Partner. "We are excited that the firm continues to grow and anticipate that Rita and Amy will be valued business advisers for our clients." About SmithAmundsen SmithAmundsen LLC is a rapidly expanding law firm comprised of 140 attorneys practicing from offices in Chicago, St. Charles, Rockford and Woodstock, Ill.; Milwaukee, WI; and St. Louis, MO. The firm represents business entities and individuals engaged in most all commercial endeavors. Major practice concentrations include commercial litigation, labor and employment, banking and financial services, construction, insurance services, commercial transportation, health care and medical devices, products liability/manufacturing and corporate transaction and enterprise services. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In Re Thomas Taylor Bankr. N.D. Ala. Case No. 11-41493 Chapter 11 Petition filed June 9, 2011 In Re John FitzGerald Bankr. D. Ariz. Case No. 11-16832 Chapter 11 Petition filed June 9, 2011 In Re Outstanding Investments, Inc. Bankr. D. Ariz. Case No. 11-16800 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/azb11-16800.pdf In Re Procon Hotels LLC Bankr. D. Ariz. Case No. 11-16758 Chapter 11 Petition filed June 9, 2011 filed pro se In Re Armen Dallakian Bankr. C.D. Calif. Case No. 11-35046 Chapter 11 Petition filed June 9, 2011 In Re Maria Townsend Bankr. C.D. Calif. Case No. 11-12753 Chapter 11 Petition filed June 9, 2011 In Re Nuran Halachian Bankr. C.D. Calif. Case No. 11-35026 Chapter 11 Petition filed June 9, 2011 In Re Opaque Investors II, LLC dba Opaque Investors II, LLC, a California limited liability company Bankr. E.D. Calif. Case No. 11-34469 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/caeb11-34469.pdf In Re Stuart Smits Bankr. E.D. Calif. Case No. 11-34464 Chapter 11 Petition filed June 9, 2011 In Re Alison Morgan Bankr. N.D. Calif. Case No. 11-46248 Chapter 11 Petition filed June 9, 2011 In Re Joseph Varr Bankr. N.D. Calif. Case No. 11-55496 Chapter 11 Petition filed June 9, 2011 In Re PF&M Enterprise LLC dba The Cheese Steak Shop (Alameda franchise) Bankr. N.D. Calif. Case No. 11-46260 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/canb11-46260.pdf In Re Enrique Barrera Bankr. S.D. Calif. Case No. 11-09666 Chapter 11 Petition filed June 9, 2011 In Re Rick Rotsch Bankr. S.D. Calif. Case No. 11-09655 Chapter 11 Petition filed June 9, 2011 In Re Robert Simon Bankr. S.D. Fla. Case No. 11-25977 Chapter 11 Petition filed June 9, 2011 In Re Roy Stephen Bankr. S.D. Ill. Case No. 11-60303 Chapter 11 Petition filed June 9, 2011 In Re David Boilard Bankr. D. Maine Case No. 11-20850 Chapter 11 Petition filed June 9, 2011 In Re Anthony King Bankr. D. Md. Case No. 11-22165 Chapter 11 Petition filed June 9, 2011 In Re Larrys of Ithaca, Inc. aka Larrys True Value aka Larrys Hardware Bankr. E.D. Mich. Case No. 11-22100 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/mieb11-22100.pdf In Re Anthony Williams Jannine Williams Bankr. E.D. Mo. Case No. 11-46088 Chapter 11 Petition filed June 9, 2011 In Re North Oak Shops, LLC Bankr. W.D. Mo. Case No. 11-42710 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/mowb11-42710.pdf In Re Demetrio Rodriguez Bankr. D. Nev. Case No. 11-19132 Chapter 11 Petition filed June 9, 2011 In Re Joscon, Inc. Bankr. S.D. N.Y. Case No. 11-36679 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/nysb11-36679.pdf In Re Morgan Johnson Associates, LLC Bankr. W.D. Pa. Case No. 11-23705 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/pawb11-23705.pdf In Re RNR Holdings, Inc. fdba Hydro-Stop, Inc. Bankr. D. S.C. Case No. 11-03715 Chapter 11 Petition filed June 9, 2011 See http://bankrupt.com/misc/scb11-03715.pdf In Re William Alcorn Bankr. E.D. Tenn. Case No. 11-32775 Chapter 11 Petition filed June 9, 2011 In Re Mark Carnes Bankr. E.D. Va. Case No. 11-33842 Chapter 11 Petition filed June 9, 2011 In Re 10800 E. Cactus Road, LLC Bankr. D. Ariz. Case No. 11-16835 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/azb11-16835.pdf In Re D&D Restaurants, Inc. Bankr. C.D. Calif. Case No. 11-35260 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/cacb11-35260.pdf In Re Joseph Faherty Bankr. C.D. Calif. Case No. 11-29125 Chapter 11 Petition filed June 10, 2011 In Re Mark Hestrin Bankr. C.D. Calif. Case No. 11-17191 Chapter 11 Petition filed June 10, 2011 In Re Salvador Rivera Bankr. C.D. Calif. Case No. 11-29108 Chapter 11 Petition filed June 10, 2011 In Re Marine Services Commercial Diving, Inc. Bankr. S.D. Calif. Case No. 11-09770 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/casb11-09770.pdf In Re Dawn Beltrami Bankr. M.D. Fla. Case No. 11-04314 Chapter 11 Petition filed June 10, 2011 In Re Curtis Clark Bankr. D. Kan. Case No. 11-11728 Chapter 11 Petition filed June 10, 2011 In Re Co-Energy America, Inc. Bankr. D. Mass. Case No. 11-42518 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/mab11-42518.pdf In Re Douglas Soe-Lin Bankr. D. Md. Case No. 11-22187 Chapter 11 Petition filed June 10, 2011 In Re Fuhgeddaboudit Pizza, LLC Bankr. E.D. N.C. Case No. 11-04523 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/nceb11-04523.pdf In Re Cal Corp., Inc. dba Stultz Fuel dba Quality Fuel Bankr. D. N.J. Case No. 11-27860 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/njb11-27860.pdf In Re White Pearl Hotel, LLC Bankr. D. N.J. Case No. 11-27817 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/njb11-27817.pdf In Re Medcorp E.M.S. South, LLC Bankr. N.D. Ohio Case No. 11-33256 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/ohnb11-33256.pdf In Re Medcorp, Inc. Bankr. N.D. Ohio Case No. 11-33239 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/ohnb11-33239.pdf In Re Kevin McCloskey Bankr. W.D. Okla. Case No. 11-13143 Chapter 11 Petition filed June 10, 2011 In Re L.A.D. Trucking, Inc. Bankr. D. Utah Case No. 11-28634 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/utb11-28634.pdf In Re PSGameGear Sports Memorabilia, LLC Bankr. E.D. Va. Case No. 11-14312 Chapter 11 Petition filed June 10, 2011 See http://bankrupt.com/misc/vaeb11-14312.pdf In Re Dimitrios Biller Bankr. C.D. Calif. Case No. 11-35532 Chapter 11 Petition filed June 13, 2011 In Re Timothy Campbell Bankr. C.D. Calif. Case No. 11-35533 Chapter 11 Petition filed June 13, 2011 In Re Saddle Creek Development, LLC Bankr. E.D. Calif. Case No. 11-92119 Chapter 11 Petition filed June 13, 2011 See http://bankrupt.com/misc/caeb11-92119.pdf In Re U.S. Distributors, Inc. Bankr. S.D. Fla. Case No. 11-26316 Chapter 11 Petition filed June 13, 2011 See http://bankrupt.com/misc/flsb11-26316.pdf In Re Health Research Institute, Inc. Bankr. N.D. Ill. Case No. 11-24853 Chapter 11 Petition filed June 13, 2011 See http://bankrupt.com/misc/ilnb11-24853.pdf In Re Timothy Tippmann Bankr. N.D. Ind. Case No. 11-12298 Chapter 11 Petition filed June 13, 2011 In Re Steven Ayres Bankr. D. Nev. Case No. 11-19242 Chapter 11 Petition filed June 13, 2011 In Re Wells and Associates, Inc. dba ATH Service Group fdba Heidenreich and Wells Associates, Inc. Bankr. W.D. N.C. Case No. 11-10587 Chapter 11 Petition filed June 13, 2011 See http://bankrupt.com/misc/ncwb11-10587.pdf In Re Cook and Fitch Property Management, LLC Bankr. N.D. Ohio Case No. 11-15099 Chapter 11 Petition filed June 13, 2011 See http://bankrupt.com/misc/ohnb11-15099.pdf In Re Berg & Berg, Inc. Bankr. N.D. Ohio Case No. 11-15098 Chapter 11 Petition filed June 13, 2011 See http://bankrupt.com/misc/ohnb11-15098.pdf In Re Owen Alignment, Inc. Bankr. W.D. Tenn. Case No. 11-25930 Chapter 11 Petition filed June 13, 2011 See http://bankrupt.com/misc/tnwb11-25930.pdf In Re Churchill II, LLC Bankr. S.D. Ala. Case No. 11-02370 Chapter 11 Petition filed June 14, 2011 See http://bankrupt.com/misc/alsb11-02370.pdf In Re Bean Lumber Co., Inc. Bankr. W.D. Ark. Case No. 11-72771 Chapter 11 Petition filed June 14, 2011 See http://bankrupt.com/misc/arwb11-72771.pdf In Re Giuseppe Biundo Bankr. C.D. Calif. Case No. 11-29458 Chapter 11 Petition filed June 14, 2011 In Re Scott Pace Bankr. C.D. Calif. Case No. 11-12826 Chapter 11 Petition filed June 14, 2011 In Re Richard Bulan Bankr. N.D. Calif. Case No. 11-32250 Chapter 11 Petition filed June 14, 2011 In Re Becca OConnor Bankr. D. Colo. Case No. 11-24162 Chapter 11 Petition filed June 14, 2011 In Re Kiruddinan Balachanthiran Bankr. M.D. Fla. Case No. 11-11329 Chapter 11 Petition filed June 14, 2011 In Re Sandra Sapp Bankr. S.D. Ga. Case No. 11-20686 Chapter 11 Petition filed June 14, 2011 In Re QA3 Financial, LLC Bankr. D. Neb. Case No. 11-81541 Chapter 11 Petition filed June 14, 2011 See http://bankrupt.com/misc/neb11-81541p.pdf See http://bankrupt.com/misc/neb11-81541c.pdf In Re Gary Oryniak Bankr. D. Nev. Case No. 11-19325 Chapter 11 Petition filed June 14, 2011 In Re Michael Turner Bankr. D. Nev. Case No. 11-51959 Chapter 11 Petition filed June 14, 2011 In Re National Packaging Equipment, LTD. Bankr. D. Nev. Case No. 11-19321 Chapter 11 Petition filed June 14, 2011 See http://bankrupt.com/misc/nvb11-19321.pdf In Re MJ Group Corporation Bankr. D. Puerto Rico Case No. 11-05027 Chapter 11 Petition filed June 14, 2011 See http://bankrupt.com/misc/prb11-05027.pdf In Re Harold Byrd Bankr. E.D. Tenn. Case No. 11-32849 Chapter 11 Petition filed June 14, 2011 In Re Randy Campbell Bankr. E.D. Tenn. Case No. 11-13209 Chapter 11 Petition filed June 14, 2011 In Re John N. Cook Bankr. M.D. Tenn. Case No. 11-05892 Chapter 11 Petition filed June 14, 2011 filed pro se In Re Siamak Loghmani Bankr. E.D. Va. Case No. 11-14389 Chapter 11 Petition filed June 14, 2011 In Re Anthony Narancic Bankr. W.D. Wash. Case No. 11-17061 Chapter 11 Petition filed June 14, 2011 In Re Knight & Sons Trash Lawn Service, Inc. Bankr. E.D. Ark. Case No. 11-13915 Chapter 11 Petition filed June 15, 2011 See http://bankrupt.com/misc/areb11-13915.pdf In Re Ann Morrison Bankr. C.D. Calif. Case No. 11-29646 Chapter 11 Petition filed June 15, 2011 In Re Maurice Heffernan Bankr. C.D. Calif. Case No. 11-12855 Chapter 11 Petition filed June 15, 2011 In Re Ramon Airington Bankr. C.D. Calif. Case No. 11-17350 Chapter 11 Petition filed June 15, 2011 In Re Z Scorp Enterprises aka Leonard Jones aka Elaine Love Bankr. C.D. Calif. Case No. 11-35761 Chapter 11 Petition filed June 15, 2011 filed pro se In Re Patricia Dorcich Bankr. N.D. Calif. Case No. 11-55685 Chapter 11 Petition filed June 15, 2011 In Re Casa De Oro Townhomes LLC Bankr. S.D. Calif. Case No. 11-09954 Chapter 11 Petition filed June 15, 2011 See http://bankrupt.com/misc/casb11-09954p.pdf See http://bankrupt.com/misc/casb11-09954c.pdf In Re Samuel Jacobs Bankr. D. Colo. Case No. 11-24195 Chapter 11 Petition filed June 15, 2011 In Re Freida Lauer Bankr. M.D. Fla. Case No. 11-11448 Chapter 11 Petition filed June 15, 2011 In Re Francine Jackson Bankr. N.D. Ga. Case No. 11-67671 Chapter 11 Petition filed June 15, 2011 In Re Robert Tennant Bankr. S.D. Ind. Case No. 11-07599 Chapter 11 Petition filed June 15, 2011 In Re Loucheschi LLC Bankr. D. Mass. Case No. 11-42578 Chapter 11 Petition filed June 15, 2011 See http://bankrupt.com/misc/mab11-42578.pdf In Re Paul Reilly Bankr. D. Mass. Case No. 11-15714 Chapter 11 Petition filed June 15, 2011 In Re Stephan Oliveira Bankr. D. Mass. Case No. 11-15720 Chapter 11 Petition filed June 15, 2011 In Re Stephen Barnes Bankr. D. Mass. Case No. 11-15715 Chapter 11 Petition filed June 15, 2011 In Re Iron Horse Properties, Inc. Bankr. W.D. Mo. Case No. 11-61273 Chapter 11 Petition filed June 15, 2011 See http://bankrupt.com/misc/mowb11-61273.pdf In Re Ricadri Properties Corp. Bankr. N.D.N.Y. Case No. 11-61332 Chapter 11 Petition filed June 15, 2011 See http://bankrupt.com/misc/nynb11-61332.pdf In Re Shaby LLC dba Cosmo Bankr. S.D. Texas Case No. 11-35188 Chapter 11 Petition filed June 15, 2011 See http://bankrupt.com/misc/txsb11-35188.pdf In Re Bartley Curtis Bankr. D. Utah Case No. 11-28868 Chapter 11 Petition filed June 15, 2011 ********* 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 ***